SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549
                                   FORM 10KSB

                  Annual Report Pursuant to Section 13 or 15(d)
                       of Securities Exchange Act of 1934

                                                 Commission  File
For the fiscal year ended December 31, 1996      Number  0-16848

               SOUTHEASTERN INCOME PROPERTIES LIMITED PARTNERSHIP

       (Exact name of small business issuer as specified in its charter)

            Virginia                            54-1350850
(State or other jurisdiction of             (I.R.S. Employer
incorporation or  organization)             Identification  No.)

One International Place, Boston, Massachusetts                 02110
   (Address of principal executive offices)                  (Zip  Code)

Registrant's telephone number, including area code:        (617) 330-8600
                                                           --------------

        Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act:

                      Units of Limited Partnership Interest

Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  Registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days.
                                    Yes X No _____

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-B is not contained  herein,  and will not be contained,  to the
best of registrant's  knowledge,  in definitive proxy or information  statements
incorporated  by reference  in Part III of this Form 10-KSB or any  amendment to
this Form 10-KSB. [ ]

Registrant's revenues for its most recent fiscal year were $4,239,397.

               No market  exists for the limited  partnership  interests  of the
               Registrant  and  therefore,  no  aggregate  market  value  can be
               determined.



<PAGE>



                       DOCUMENTS INCORPORATED BY REFERENCE



Location in Form 10-KSB                            Document
In Which Document is
Incorporated

Part                I  The   Prospectus   of  the
                       Registrant  dated  January 7,
                       1987,    filed    with    the
                       Commission  pursuant  to Rule
                       424(b) (the "Prospectus").

                       The Information Statement Furnished
                       in Connection with Solicitation of
                       Consents, dated November 22, 1991,
                       filed with the Commission on October
                       17, 1991 (the "1991 Solicitation of
                                   Consents").

Part               II  Pages  14-18  of the 1991
                       Solicitation of Consents.


Transitional Small Business Disclosure Format:   Yes ___  No  X


<PAGE>







                                                      PART I

Item 1.          Description of Business.

     Southeastern  Income Properties Limited  Partnership (the "Registrant") was
organized  under the Virginia  Uniform  Limited  Partnership Act on November 21,
1985 for the purpose of acquiring,  owning,  operating,  and ultimately  selling
existing  residential  apartment complexes located primarily in the southeastern
United  States.  The general  partner of the  Registrant  is Winthrop  Southeast
Limited  Partnership,  a Delaware limited  partnership  ("WSLP" or the "Managing
General Partner"),  whose general partner is Eight Winthrop Properties,  Inc., a
Delaware corporation ("Eight Winthrop") (See "Item 1, Change in Control.")

         The Registrant was initially  capitalized  with  contributions  of $100
from the  Original  General  Partner and $100 from SIP Assignor  Corporation,  a
Virginia  corporation (the "Assignor Limited  Partner").  On September 26, 1986,
the Registrant  filed a Registration  Statement on Form S-11  (Registration  No.
33-9085,  the  "Registration   Statement")  with  the  Securities  and  Exchange
Commission  (the  "Commission")  with respect to the public offering of assignee
units  of  limited  partnership  interest  ("Units")  in  the  Registrant.   The
Registration  Statement,  covering  the  offering of 50,000  Units at a purchase
price of $500 per Unit (an aggregate of $25,000,000),  was declared effective on
January 7, 1987.  The offering  concluded  on June 29,  1987,  at which time all
50,000 Units had been sold to limited partners (the "Limited Partners").

         The  Registrant's  only  business is acquiring,  owning,  operating and
ultimately selling residential apartment complexes.  The Registrant's investment
objectives  and  policies  are  described  on  pages  31-38  under  the  caption
"Investment Objective and Policies" of the Registrant's Prospectus dated January
7, 1987 as filed pursuant to Rule 424(b) on January 12, 1987 (the "Prospectus"),
which description is incorporated herein by this reference. WSLP does not intend
to change the business or the investment objectives of the Registrant.

     The Registrant invested  $20,593,101 of the original offering proceeds (net
of  sales  commissions  and  sales  and  organizational   costs,  but  including
acquisition fees and expenses) in four  residential  apartment  properties.  All
four properties were acquired by the Registrant directly.

Employees

         The Registrant does not have any employees.

         Until  March 18,  1996,  management  services  were  performed  for the
Registrant at its properties by on-site  personnel all of whom were employees of
Winthrop  Management,  an  affiliate  of the  Managing  General  Partner,  which
directly  managed  the  Registrant's  properties.  All  payroll  and  associated
expenses of such on-site  personnel  were fully  reimbursed by the Registrant to
Winthrop  Management.  Pursuant to a management  agreement,  Winthrop Management
provided certain property  management  services to the Registrant in addition to
providing on-site  management.  Winthrop  Management is a Massachusetts  general
partnership  whose managing general partner is First Winthrop  Corporation,  the
parent of Eight Winthrop.

         On March 18,  1996,  Registrant  appointed an  unaffiliated  management
company  to  assume   management  of  its   properties.   (See  "Item  3,  Legal
Proceedings.") The provisions of the new management  agreement are substantially
similar to those of the Winthrop Management agreement. The term is for one year,
renewable annually.

Competition

     The  real  estate  business  is  highly  competitive  and the  Registrant's
properties  have active  competition  from  similar  properties  in the vicinity
including,  in  certain  instances,   properties  owned  by  affiliates  of  the
Registrant. Furthermore, various limited partnerships controlled by the Managing
General  Partner and/or its affiliates are also engaged in business which may be
competitive with the Registrant.  The Registrant is also competing for potential
buyers  with  respect  to the  ultimate  sale of its  properties.  See  "Item 6,
Management's Discussion and Analysis or Plan of Operation."


<PAGE>







Change in Control

     The original general partner of the Registrant was K-A Southeastern  Income
Properties Limited  Partnership,  a Virginia Limited  Partnership (the "Original
General  Partner").  The general  partners of the Original  General Partner were
Glade M. Knight, Ben T. Austin, III and Southeast Real Properties Corporation.

         On February 12, 1992,  WSLP was admitted as the general  partner of the
Registrant,  while the Original General Partner's interest in the Registrant was
converted to a special limited partnership interest. The substitution of WSLP as
the general  partner,  and the conversion of the status of the Original  General
Partner to that of a limited  partner,  was  previously  approved by the limited
partners  of  Registrant  pursuant to the 1991  Solicitation  of  Consents.  The
general  partner  of WSLP is  Eight  Winthrop,  which is  wholly-owned  by First
Winthrop Corporation,  a Delaware corporation,  which in turn is wholly-owned by
Winthrop  Financial  Associates,  A  Limited  Partnership,  a  Maryland  limited
partnership ("WFA").

     Until  December  22,  1994,  Arthur J.  Halleran,  Jr. was the sole general
partner of Linnaeus  Associates Limited  Partnership  ("Linnaeus"),  the general
partner of WFA. On  December  22,  1994,  pursuant  to an  Investment  Agreement
entered into among Nomura Asset Capital Corporation  ("NACC"),  Mr. Halleran and
certain  other  individuals  who  comprised  the senior  management  of WFA, the
general  partnership  interest in Linnaeus was transferred to W.L. Realty,  L.P.
("W.L.  Realty").  W.L. Realty is a Delaware  limited  partnership,  the general
partner  of  which  was,  until  July  18,  1995,  A.I.   Realty  Company,   LLC
("Realtyco").  The equity  securities of Realtyco were held by certain employees
of NACC.

         On July 18, 1995  Londonderry  Acquisition  II Limited  Partnership,  a
Delaware  limited  partnership  ("Londonderry  II"), an affiliate of Apollo Real
Estate  Advisors,  L.P.  ("Apollo"),  acquired,  among other things,  Realtyco's
general  partner  interest in W.L. Realty and a sixty four percent (64%) limited
partnership interest in W.L. Realty. WFA owns the remaining  thirty-five percent
(35%) limited partnership interest.

     As a  result  of the  foregoing  acquisitions,  Londonderry  II is the sole
general  partner of W.L.  Realty which is the sole general  partner of Linnaeus,
which in turn is the sole general  partner of WFA. As a result of the foregoing,
effective  July 18, 1995,  Londonderry II became the  controlling  entity of the
Managing  General  Partner.  In  connection  with the  transfer of control,  the
officers and directors of WFA resigned and Londonderry II appointed new officers
and directors. See "Item 9, Directors, Executive Officers, Promoters and Control
Persons; Compliance with Section 16(a) of the Exchange Act."


Item 2.           Description of Properties.

                  The following table sets forth the location,  number of units,
acquisition date, original  acquisition cost and nature of interest held for the
Registrant's residential apartment properties.  For a further description of the
properties,  see pages 14 through 18 of the 1991 Solicitation of Consents, which
is incorporated herein by reference.
<TABLE>

                                                 No.                           Partnership
                                                 of         Acquisition        Acquisition    Nature
   Property Name             Location           Units          Date               Cost        of Title
<S>                    <C>                    <C>         <C>               <C>                <C>
Sterlingwood           Roanoke, VA            162         11/27/85          $ 4,732,194        Fee
  Apts.                                                                                        Simple

Forestbrook            Charlotte, NC          262         8/28/86           $ 6,745,050        Fee
  Apts.                                                                                        Simple

Seasons Chase          Greensboro, NC         225         8/18/87           $ 4,860,904        Fee
  Apts.                                                                                        Simple

Pelham Ridge           Greenville, SC         184         8/22/88           $ 4,254,953        Fee
  Apts.                                                                                        Simple

---------------------------------------------------------------------------------------------------------------
     TOTAL                                    833                           $20,593,101
===============================================================================================================
</TABLE>



         The following table sets forth the mortgage  balance as of December 31,
1996,  the interest  rate, the  amortization  period,  the maturity date and the
principal balance due upon maturity.
<TABLE>

                           12/31/96                                                                 Mortgage
                           Mortgage        Interest         Amortization         Maturity           Balance
   Property Name            Balance            Rate            Period              Date           at Maturity
<S>                       <C>                <C>               <C>             <C>                 <C>
Sterlingwood              $2,489,973         9.75%             30 yrs.         4/01/97             $2,485,800
  Apts.

Forestbrook               $5,526,416         9.5%              30 yrs.         5/01/97             $5,513,319
  Apts.

Seasons Chase                  -                -                 -              -                     -
  Apts.

Pelham Ridge                   -                -                 -              -                     -
  Apts.

--------------------------------------------------------------------------------------------------------------------
     TOTAL                $8,016,389                                                               $7,999,119
====================================================================================================================
</TABLE>



         The  Registrant's  mortgage  loan  on  Forestbrook  originally  matured
January  1, 1997;  however,  the  Registrant  was  successful  in  obtaining  an
extension  until May 1, 1997.  In addition,  the  Registrant's  mortgage loan on
Sterlingwood  matures  on April 1, 1997.  The  Registrant  is in the  process of
seeking  extensions  of the  current  financing  or new  mortgage  loans for the
properties.  Although,  the  Managing  General  Partner is  optimistic  that the
current  mortgage debt will be  refinanced,  in the event the  Registrant is not
successful in refinancing the properties,  the properties  could be lost through
foreclosure.

         The following  table sets forth the average  annual  occupancy rate and
per unit average  monthly  rental rate at the  Registrant's  properties  for the
years ended December 31, 1995 and 1996.

<TABLE>

                   Sterlingwood                 Forestbrook                 Seasons Chase                 Pelham Ridge


                               Average                        Average                         Average                        Average
  Year        Occupancy       Rent/Unit       Occupancy      Rent/Unit       Occupancy       Rent/Unit       Occupancy     Rent/Unit

<S>           <C>              <C>            <C>             <C>            <C>              <C>            <C>             <C>
  1995        91.5%            $423/mo        93.4%           $472/mo        96.1%            $421/mo        94.5%           $449/mo
  1996          92.4%          $434/mo          88.8%         $482/mo          87.3%          $460/mo          84.9          $488/mo

</TABLE>

                  Set forth  below is a table  showing  the  carrying  value and
accumulated  depreciation  and  federal  tax  basis of each of the  Registrant's
properties as of December 31, 1996.
<TABLE>

                                                                                                          Federal
                             Carrying            Accumlated                                                 Tas
   Property Name              Value             Depreciation          Rate             Method              Basis
<S>                    <C>                    <C>                 <C>                   <C>          <C>
Sterlingwood           $5,215,181             $1,844,877          5-30 yrs              S/L          $2,106,059
  Apts.

Forestbrook            $8,096,843             $3,264,615          5-30 yrs              S/L          $3,141,798
  Apts.

Seasons Chase          $6,285,854             $3,545,076          5-30 yrs              S/L          $3,866,697
  Apts.

Pelham Ridge           $5,152,405             $2,447,289          5-30 yrs              S/L          $3,407,974
  Apts.

------------------------------------------------------------------------------------------------------------------------
     TOTAL             $24,750,283            $11,101,857                                            $12,522,528
========================================================================================================================
</TABLE>




<PAGE>







         The  following  table sets  forth the realty tax rate and realty  taxes
paid for each Property in 1996.


                              Tax                Taxes
   Property Name              Rate                Paid
Sterlingwood                 1.230              $98.859
  Apts.

Forestbrook                  1.256              $71,008
  Apts.

Seasons Chase                1.255              $69,126
  Apts.

Pelham Ridge                 29.44              $67,247
  Apts.

---------------------------------------------------------------
     TOTAL                                     $306,240
===============================================================




     As noted under "Item 1, Description of Business",  the real estate industry
is highly  competitive.  All of the  Properties of the Registrant are subject to
competition from other apartment complexes in the area. The Registrant maintains
property and liability insurance on its properties which the Registrant believes
to be adequate.  The apartment leases for the Registrant's  properties are for a
term of one year or less,  and no  tenant  leases  10% or more of the  available
rental space.  Except for necessary capital  expeditures,  the Registrant has no
present intentions of investing any additional capital in the properties.

Item 3.           Legal Proceedings.

         Except as disclosed  below,  the Registrant is not a party, nor are any
of its properties subject, to any material pending legal proceedings.

RTC Commercial Loan Trust 1995 - NP1A, a Delaware  business trust,  Plaintiff v.
Winthrop  Management,  a Massachusetts  general partnership,  Defendant,  United
States District Court for the Eastern District of Virginia; Case No. 3:96CV177.

     This  action  arises  in  connection  with  the  transfer  of  the  general
partnership  interest in 1992 from the Original General Partner to WSLP at which
time WLSP entered into certain  agreements with Investors  Savings Bank,  F.S.B.
("ISB"),  including the delivery of a promissory  note to ISB, which was secured
by an assignment of rights of Winthrop  Management in the management  agreements
for the Registrant's properties, and the partnership interests acquired by WSLP.
(See the 1991  Solicitation  of  Consents  which is  incorporated  by  reference
herein.)  The RTC  Commercial  Loan  Trust  1995-NP1A  (the  "RTC  Loan  Trust")
succeeded  to the rights of ISB. In February  1996,  the RTC Loan Trust filed an
action against Winthrop Management,  alleging Winthrop Management was in default
under its obligations set forth in the security agreement,  and sought to have a
receiver   appointed  to  control  Winthrop   Management's   management  of  the
properties.  On March 15, 1996, the Registrant terminated Winthrop Management as
the managing agent for its properties effective March 18, 1996, and appointed an
unaffiliated managing agent to assume management of the properties. On March 20,
1996, the court appointed a receiver to assume the rights of Winthrop Management
under the  management  agreements,  including the right to pursue the Registrant
for  breach of  contract.  On March 21,  1996,  the court  stayed  its own order
appointing  the receiver  pending a motion to dismiss for lack of  jurisdiction,
and subsequently dismissed the case for lack of jurisdiction.

RTC Commercial Loan Trust 1995-NP1A, Plaintiff v. Winthrop
Management, First Winthrop Corporation, Winthrop Southeast
Limited Partnership, Southeastern Income Properties, L.P.,
Southeastern Income Properties II, L.P. and Insignia Management
Corporation, Defendant, In the Circuit Court for the City of
Richmond, Virginia; At Law No. LB-1323-1.

         Upon dismissal of the above action in federal court for lack of federal
jurisdiction,  in May 1996 the RTC Loan  Trust  filed a similar  action in state
court, seeking to set aside transfers allegedly made to delay and hinder the RTC
Loan Trust, and a claim for in personam judgment against the defendants for such
transfers,  and certain additional claims,  including tortious interference with
contract,  conspiracy  to breach  contract,  breach of  contract-the  management
contracts and collection on the note. The defendants have filed their answer and
a demurrer  (motion to  dismiss) on certain of the  counts.  Discovery  has been
conducted  and the trial is  scheduled  to take place during the summer of 1997.
The Managing  General  Partner  believes that the claims are without merit,  and
will continue to vigorously defend the action.

<PAGE>
Item 4.           Submission of Matters to a Vote of Security Holders.

         No matter was submitted to a vote of security holders during the period
covered by this report.

                                     PART II

Item 5.           Market for the Registrant's Common Equity and Related
                  Stockholder Matters.

         The Registrant is a partnership and thus has no common stock.  There is
currently no established  public market in which the Units are traded, nor is it
anticipated that a public market will develop.  Trading in the Units is sporadic
and occurs solely through private transactions.

         As of March 15, 1997 there were 2,705 holders of 49,990 Units.

         Cash  distributions  to  holders  of Units  amounted  to  approximately
$300,000  in the  aggregate,  or  $6.00  per  Unit  through  December  1995.  An
additional cash distribution of $150,000, or $3.00 per Unit, was made in January
1996. See "Item 6,  Management's  Discussion and Analysis or Plan of Operation,"
for information relating to the Registrant's future distributions.




<PAGE>



Item 6.           Management's Discussion and Analysis or Plan of
                  Operation.

Liquidity and Capital Resources

         The  Registrant  receives  rental  income  from its  properties  and is
responsible   for   operating   expenses,   administrative   expenses,   capital
improvements and debt service payments.  The Registrant's  properties are leased
to tenants who are subject to leases of up to one year.

         During the year ended  December  31,  1996,  rental  revenue  and other
income from the  properties,  along with interest  income from the  Registrant's
short-term  investments,  was insufficient to cover: (i) all operating  expenses
and debt  service  of the  properties  and all  administrative  expenses  of the
Registrant;  as well as (ii) all  capital  improvements  made to the  properties
during 1996. As of December 31, 1996 the Registrant's  unrestricted cash balance
had decreased to $384,491 from $575,510 at the end of 1995. The decrease was due
to the $457,845 of net cash used in investing  activities  and $204,860 net cash
used in financing  activities  which was  partially  offset by $471,686 net cash
provided by operating activities.

         It is expected  that future  rental  revenue and other  income from the
Registrant's  properties will be sufficient to cover all administrative expenses
of the Registrant and all operating expenses and debt service of the properties,
as well as necessary capital improvements to the properties. The Registrant made
a cash  distributions  to limited  partners  in January  1996 of $150,000 in the
aggregate,  or $3.00 per investment Unit through December 31, 1996; however, the
Registrant  intends to limit cash  distributions to provide  necessary funds for
operations and funds for capital improvements. In addition, the Registrant is in
the process of reviewing  the status of all the  properties  with a view towards
disposing of all its properties,  depending upon property  operations and market
conditions.  Given the foregoing,  the Registrant's  distribution policy will be
reviewed on a quarterly basis.

         The Registrant budgeted  approximately $1.5 to $2.0 million to be spent
on  capital   improvements   between  1992  and  1995.   In  that  time  period,
approximately   $1,885,000   was  spent  on  capital   improvements,   of  which
approximately $571,000 was expended in 1995. In 1996, the Registrant expended an
additional $369,583 on



<PAGE>



capital  improvements.  Capital improvements  consisted of exterior painting and
repairs at all of the properties,  and balcony and and appliance  replacement at
Seasons  Chase.  At  Forestbrook  and  Sterlingwood  a  portion  of the  capital
improvement  plan is funded by replacement  reserves held by the mortgage lender
with the  balance  being  funded  by  operations.  Capital  improvements  at the
remaining  properties  are funded by  operations.  In 1997,  the  Registrant has
budgeted  approximately  $742,573  towards  capital  improvements,  which  would
includes appliance replacement and carpeting at all four properties.

         The  mortgage  loans   encumbering  the  Forestbrook  and  Sterlingwood
properties  mature May 1 and April 1, 1997,  respectively.  The Managing General
Partner is in the process of seeking an extension  of the existing  financing or
alternative  financing.  Although,  the  Registrant  is  optimistic  that  these
mortgages  will be extended or  refinanced,  in the event the  Registrant is not
successful, the properties could be lost through foreclosure.

         As of December 31, 1996 the  Registrant  has  $384,491 in  unrestricted
cash.  The  Registrant  has  invested,  and expects to continue to invest,  such
amounts in money market instruments until required for partnership  purposes. In
addition,  the  Registrant  has  replacement  reserves of  $548,423  held by the
mortgage  lenders for Forestbrook and Sterlingwood  Apartments.  These funds are
restricted  under the terms of the mortgage loans for those two properties.  The
Registrant's  total  cash  balance,  both  restricted  and  unrestricted,  as of
December 31, 1996, was therefore $932,914, which is expected to be sufficient to
satisfy working capital  requirements set forth in the Registrant's  partnership
agreement.  The Registrant's  partnership  agreement  requires the Registrant to
retain  reserves in an amount equal to at least 1% of capital  contributions  of
unit holders.

         The ability of the  Registrant's  properties to improve  operations may
affect  the  liquidity  of  the  Registrant.  Inflation  and  changing  economic
conditions in the future could affect vacancy  levels,  rental payment  defaults
and operating  expenses of the Registrant's  properties,  and thus, could affect
the Registrant's revenue, net income and liquidity.

Results of Operations

     The  Registrant's  total revenue  increased  slightly in 1996 to $4,239,397
from $4,208,409 in 1995.  Revenue remained  relatively  constant all four of the
Registrant's  properties,   reflecting  continued  stabilization  of  the  local
apartment markets and the positive effects of the capital improvement program.

  Overall,  average rents for the Registrant's properties increased by 10.3%, to
$490 in 1996  from $444 in 1995  which was  partially  offset by a  decrease  in
average  occupancy  to 89.6% in 1996  from  94% in  1995.  The most  significant
increase in revenue  occurred at Pelham Ridge,  where average rents increased to
$525 in 1996 from $472 in 1995.

         The  Registrant's  operating  expenses  increased by 21.9% in 1996,  to
$2,646,340  in 1996 from  $2,170,951  in 1995,  due  primarily to a increases in
general and  administrative  charges,  utilities,  repairs and  maintenance  and
taxes,  which was partially  offset by decreases in leasing and insurance costs.
The increased general and administrative  charges resulted primarily as a result
of increased payroll and legal eviction  charges.  The higher utility costs were
the result of  increases  in water and sewer  charges  primarily  at the Seasons
apartments.  The increased repairs and maintenance  increase was a result of the
increased  maintenance  payroll expenses and higher  maintenance supply charges.
Other  expenses  of the  Registrant  (including  depreciation  and  amortization
expense,  interest expenses and partnership  administrative  expenses)  remained
relatively constant at $1,794,244 in 1996 as compared to $1,769,780 in 1995.


Item 7.           Financial Statements.
                            FINANCIAL STATEMENTS AND
                          INDEPENDENT AUDITORS' REPORT

                         SOUTHEASTERN INCOME PROPERTIES
                              LIMITED PARTNERSHIP

                           DECEMBER 31, 1996 AND 1995

                                TABLE OF CONTENTS

INDEPENDENT AUDITORS' REPORT

FINANCIAL STATEMENTS

         BALANCE SHEETS

         STATEMENTS OF OPERATIONS

         STATEMENTS OF PARTNERS' CAPITAL

         STATEMENTS OF CASH FLOWS

         NOTES TO FINANCIAL STATEMENTS





               Southeastern Income Properties Limited Partnership



                          INDEPENDENT AUDITORS' REPORT


To the Partners and Unit Holders of
Southeastern Income Properties Limited Partnership


         We have audited the accompanying  balance sheets of Southeastern Income
Properties Limited Partnership as of December 31, 1996 and 1995, and the related
statements of  operations,  partners'  capital and cash flows for the years then
ended.  These financial  statements are the  responsibility of the Partnership's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements based on our audits.

         We conducted our audits in accordance with generally  accepted auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

         In our opinion,  the  financial  statements  referred to above  present
fairly, in all material respects,  the financial position of Southeastern Income
Properties Limited Partnership as of December 31, 1996 and 1995, and the results
of its  operations  and its cash flows for the years then ended,  in  conformity
with generally accepted accounting principles.



/s/ Reznick Fedder & Silverman
Bethesda, Maryland
January 24, 1997


<PAGE>




<TABLE>

                                                  BALANCE SHEETS

                                                                                    1996                1995
                                                                              -----------------   ----------------
                                                      ASSETS
Investment in rental property
<S>                                                                           <C>                 <C>
   Land                                                                       $       1,817,097   $      1,817,097
   Buildings and building improvements                                               18,735,741         18,561,107
   Personal property                                                                  4,197,445          4,002,496
                                                                              -----------------   ----------------
                                                                                     24,750,283         24,380,700
   Less accumulated depreciation                                                     11,101,857         10,242,795
                                                                              -----------------   ----------------

                                                                                     13,648,426         14,137,905
                                                                              -----------------   ----------------

   Cash and cash equivalents                                                            384,491            575,510
   Tenant security deposits                                                             111,422            149,198
   Loan costs, net of accumulated amortization of $300,347
   and $256,897                                                                           3,800             47,250
Other assets                                                                            707,728            699,521
                                                                              -----------------   ----------------

                                                                                      1,207,441          1,471,479
                                                                              -----------------   ----------------

                                                                              $      14,855,867   $     15,609,384

                                         LIABILITIES AND PARTNERS' CAPITAL

Liabilities applicable to investment in rental property
   Mortgages payable                                                          $       8,016,389   $      8,069,734

   Other liabilities
   Accounts payable                                                                           -            257,410
   Accrued interest payable                                                              66,020             66,020
   Rent deferred credits                                                                 10,580             18,339
   Tenant security deposits                                                             116,129            135,350
   Other liabilities                                                                    159,240            222,320
                                                                              -----------------   ----------------

           Total liabilities                                                          8,368,358          8,769,173
                                                                              -----------------   ----------------

           Partners' capital
   Limited partners' unit holders' 50,000 units authorized
      and outstanding at December 31, 1996 and 1995                                   7,019,039          7,340,048
   Special limited partner                                                             (493,126)          (463,460)
   General partner                                                                      (38,404)           (36,377)
                                                                              -----------------   ----------------

   Total partners' capital                                                            6,487,509          6,840,211
                                                                              -----------------   ----------------

           Total liabilities and partners' capital                                $  14,855,867      $  15,609,384
</TABLE>

                        See notes to financial statements



<PAGE>





                                             STATEMENTS OF OPERATIONS
<TABLE>

                                                                                    1996                1995
                                                                              -----------------   ----------------
Income
<S>                                                                           <C>                 <C>
   Rental                                                                     $       3,930,774   $      3,958,054
   Interest income                                                                       10,989             37,152
   Other income                                                                         297,634            213,203
                                                                              -----------------   ----------------

                                                                                      4,239,397          4,208,409
                                                                              -----------------   ----------------

   Expenses
   Leasing                                                                               84,921            100,488
   General and administrative                                                           387,693            253,936
   Management fees                                                                      249,773            239,654
   Utilities                                                                            420,997            357,664
   Repairs and maintenance                                                              990,358            737,434
   Insurance                                                                            173,219            182,122
   Taxes                                                                                339,379            299,653
                                                                              -----------------   ----------------

   Total operating expenses                                                           2,646,340          2,170,951

   Other expenses
   Partnership expenses                                                                 120,119             59,202
   Interest expense                                                                     771,613            775,440
   Depreciation and amortization                                                        902,512            935,138
                                                                              -----------------   ----------------

   Total expenses                                                                     4,440,584          3,940,731
                                                                              -----------------   ----------------

   Net income (loss)                                                          $       (201,187)   $        267,678
                                                                              =================   ================

   Net income (loss) allocated to general partner                             $         (2,012)   $          2,676
                                                                              =================   ================

   Net income (loss) allocated to limited                                             (171,009)            227,526
   partners' unit holders'                                                    $                   $
                                                                              =================   ================

   Net income (loss) allocated to special limited                                      (28,166)             37,476
   partner                                                                    $                   $
                                                                              =================   ================

   Net income (loss) allocated to each unit                                   $          (3.42)   $           4.55
                                                                              =================   ================

   Weighted average number of units
   outstanding - limited partners                                                        50,000             50,000

</TABLE>


                                         See notes to financial statements


<PAGE>


               Southeastern Income Properties Limited Partnership



                     Years ended December 31, 1996 and 1995

<TABLE>


                                          STATEMENTS OF PARTNERS' CAPITAL

                                                                  Special           Limited            Total
                                               General            limited       partners' unit       partners'
                                               partner            partner          holders'           capital
                                          -----------------  ----------------- -----------------  ----------------

<S>                                      <C>                  <C>               <C>               <C>
Balance, December 31, 1994               $         (39,023)   $      (497,906   $     7,412,475   $     6,875,546

Partner distributions ($6.00
    per unit)                                          (30)            (3,030)         (299,953)         (303,013)
------------------------------------------------------------------------------------------------------------------

    Net income                                       2,676             37,476           227,526           267,678
                                          -----------------  ----------------- -----------------  ----------------

    Balance December 31, 1995                      (36,377)          (463,460)        7,340,048         6,840,211

    Partner distributions ($3.00 per
   unit)                                               (15)            (1,500)         (150,000)         (151,515)

Net loss                                            (2,012)           (28,166)         (171,009)         (201,187)
                                          -----------------  ----------------- -----------------  ----------------

Balance, December 31, 1996               $         (38,404)   $      (493,126   $     7,019,039   $     6,487,509

</TABLE>

                                         See notes to financial statements

<PAGE>


                Southeastern Income Properties Limited Properties



                     Years ended December 31, 1996 and 1995


                            STATEMENTS OF CASH FLOWS
<TABLE>

                                                                                     1996                1995
                                                                               -----------------   -----------------
Cash flows from operating activities
<S>                                                                            <C>                 <C>
   Net income (loss)                                                           $        (201,187)   $       267,678
   Adjustments to reconcile net income (loss) to
   net cash provided by operating activities
      Depreciation and amortization                                                      902,512             935,138
      Decrease (increase) in tenant security                                              37,776             (17,968)
          deposits
      Decrease (increase) in other assets                                                 80,055             (80,645)
      (Decrease) increase in accounts payable                                           (257,410)            202,698
      (Decrease) increase in rent
           deferred credits                                                               (7,759)                117
      Decrease) in tenant security deposits                                              (19,221)            (11,419)
      (Decrease) increase in other liabilities                                           (63,080)             26,975
                                                                               -----------------   -----------------

           Net cash provided by operating
               activities                                                                471,686           1,322,574
                                                                               -----------------   -----------------

               Cash flows from investing activities
   Investment in rental property                                                        (369,583)           (570,757)
   Increase in replacement reserves                                                      (88,262)            (73,729)
                                                                               -----------------   -----------------

           Net cash used in investing activities                                        (457,845)           (644,486)
                                                                               -----------------   -----------------

           Cash flows from financing activities
   Distributions to partners                                                            (151,515)           (303,013)
   Payments on mortgages                                                                 (53,345)            (48,493)
                                                                               -----------------   -----------------

           Net cash used in financing activities                                       (204,860)            (351,506)
                                                                               ------ -----------   -----------------

           (DECREASE) INCREASE IN
               EQUIVALENTS                                                             (191,019)             326,582
               Cash and cash equivalents, beginning                                     575,510              248,928
                                                                               -----------------   -----------------

               Cash and cash equivalents, end                                        $  384,491              575,510
                                                                               =================   =================

               Supplemental disclosure of cash flow
               information
   Cash paid during the year for interest                                      $        771,613   $          775,440
</TABLE>

                                         See notes to financial statements


<PAGE>


                Southeastern Income Properties Limited Properties



                           December 31, 1996 and 1995


                          NOTES TO FINANCIAL STATEMENTS

NOTE A - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

   Southeastern  Income Properties Limited  Partnership (the "Partnership") is a
   Virginia  limited  partnership  formed in  November  1985 for the  purpose of
   acquiring,  managing and ultimately selling existing  apartment  communities.
   The Partnership  Agreement (the  "Agreement") has been amended several times.
   Among the  amendments  were  changes in the  allocation  of net loss  between
   general and limited partners during the periods.  The Agreement  provided for
   K-A  Southeastern  Income  Properties  Limited  Partnership  ("K-A  SIP"),  a
   Virginia  limited  partnership,  to be the  general  partner and for a public
   offering  of up to 50,000  assignee  units of  limited  partnership  interest
   ("Units")  at $500  per  unit.  Purchasers  of  Units  ("Unit  Holders")  are
   assignees  of the  Limited  Partner  and are  entitled  to all the rights and
   economic benefits of a limited partner. During 1987, the Partnership sold all
   50,000 Units.  In  contemplation  of this public  offering,  the  Partnership
   acquired two apartment  communities - Sterlingwood in Roanoke,  Virginia,  in
   November 1985; and Forestbrook in Charlotte, North Carolina, in August 1986 -
   with borrowed funds.  The  Partnership  used a portion of the proceeds of the
   public  offering to repay all the mortgages  payable  related to Sterlingwood
   and  Forestbrook  and to pay for a portion of the cost of  acquiring  Seasons
   Chase in Greensboro,  North Carolina,  and Pelham Ridge in Greenville,  South
   Carolina (See Note C).

   In early 1992, the Unit Holders  approved  certain changes in (and amendments
   to) the Partnership  Agreement,  which converted K-A SIP to a special limited
   partner and admitted Winthrop Southeast Limited  Partnership  ("WSLP") as the
   sole general  partner,  effective  February  12,  1992.  K-A SIP retained its
   current capital account and adjusted capital contribution upon its conversion
   to special limited partner status.  Under the revised Partnership  Agreement,
   taxable  income and loss is to be allocated 85% to Unit  Holders,  14% to K-A
   SIP and 1% to WSLP.  Federal tax regulations,  however,  limit allocations of
   net losses due to  considerations  as provided in  Internal  Revenue  Section
   704(b).  As a result,  the  Partnership's  1996 federal tax return reflects a
   reallocation  of losses only to the limited  partners  and WSLP.  The revised
   Partnership  Agreement also provides for K-A SIP and WSLP to receive .99% and
   .01%,  respectively,  of distributable cash from operations for the five-year
   period  commencing  February  12,  1992  and  .88%  and  .12%,  respectively,
   thereafter,  until the Unit Holders have  received  their  preferred  return.
   After the Unit Holders have received a  noncompounded,  noncumulative  annual
   cost return on their capital  contributions,  as adjusted for certain capital
   transactions,  K-A SIP and WSLP will  receive  14% and 1%,  respectively,  of
   distributable  cash  from  operations  for the  five-year  period  commencing
   February 12, 1992 and 12.32% and 2.68%,  respectively,  thereafter.  Winthrop
   Management  (Winthrop),  an affiliate of WSLP, served as the management agent
   for the  properties  from August 1, 1991 through March 17, 1996, and Insignia
   Management  Corporation  currently  serves  as the  management  agent for the
   properties effective March 18, 1996.



<PAGE>





NOTE A - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
              (Continued)

   Upon liquidation of the Partnership,  after payment of, or adequate provision
   for, the debts and obligations of the  Partnership,  the remaining  assets of
   the  Partnership  would be  distributed to all partners and Unit Holders with
   positive capital accounts in the proportion that the positive balance in each
   partner's or Unit  Holder's  capital  account  bore to the  aggregate of such
   positive balances,  after taking into account all capital account adjustments
   for the Partnership's taxable year during which such liquidation occurred.

   Investment in Rental Property

   The  investment  in rental  property  is recorded  at cost.  Depreciation  is
   determined by the straight-line method over the estimated useful lives of the
   various  assets.  Estimated  useful  lives  are 30 years  for  buildings  and
   building improvements and five years for personal property.

   Loan Costs

   Loan costs incurred in connection with obtaining financing on Forestbrook and
   Sterlingwood are being amortized over the terms of the loans.

   Replacement Reserves

   Replacement   Reserves  are  comprised  of  Partnership  funds  held  by  the
   Partnership's  mortgage  lenders,  the use of which are  limited to  specific
   capital or other costs, which are included in other assets and total $548,423
   in 1996 and $556,882 in 1995. The Partnership  Agreement requires the General
   Partner to maintain  cash and  reserves in an amount  equal to at least 1% of
   the capital contributions of the Unit Holders.

   Rental Income

   Rental income is recognized as rents become due. Rental payments  received in
   advance are deferred until earned. All leases between the partnership and the
   tenants of the property are operating leases.







<PAGE>


               Southeastern Income Properties Limited Partnership



                           December 31, 1996 and 1995


                    NOTES TO FINANCIAL STATEMENTS - CONTINUED


NOTE A - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
              (Continued)

   Income Taxes

   No provision or benefit for income taxes has been included in these financial
   statements  since taxable income or loss passes through to, and is reportable
   by, the partners individually.

   Use of Estimates

   The preparation of financial statements in conformity with generally accepted
   accounting  principles  requires management to make estimates and assumptions
   that affect the reported  amounts of assets and liabilities and disclosure of
   contingent assets and liabilities at the date of the financial statements and
   the reported  amounts of revenues and expenses  during the reporting  period.
   Actual results could differ from those estimates.

   Net Income (Loss) Allocated to Each Unit

   Net income (loss) allocable to each Limited  Partner's Unit is computed using
   the weighted average number of units outstanding in each year.

   Cash Equivalents

   For purposes of the statements of cash flows,  the Partnership  considers all
   highly  liquid   investments  with  maturities  of  less  than  three  months
   consisting of a money market fund to be cash equivalents. The carrying amount
   as of  December  31,  1996  and  1995 of  $-0-  and  $465,697,  respectively,
   approximates fair value because of the short maturity of these instruments.

NOTE B - REALIZATION OF ASSETS

   The accompanying  financial  statements have been prepared in conformity with
   generally accepted accounting principles,  which contemplates continuation of
   the  Partnership as a going concern.  The mortgage  encumbering  Forestbrook,
   which has an  outstanding  principal  balance of  $5,526,416  at December 31,
   1996,  matures on January 1, 1997.  On  January  15,  1997,  the  Partnership
   obtained an extension  of the maturity on this  mortgage as described in Note
   D. The mortgage encumbering Sterlingwood, which has an outstanding balance of
   $2,489,973  at  December  31,  1996,  matures on April 1, 1997.  The  general
   partner is working with the lender in an effort to extend the  maturity  date
   on this mortgage. However, as of January 24, 1997, no additional extension or
   refinance agreement has been granted.


<PAGE>


               Southeastern Income Properties Limited Partnership



                           December 31, 1996 and 1995


                    NOTES TO FINANCIAL STATEMENTS - CONTINUED



NOTE B - REALIZATION OF ASSETS (Continued)

   In view of these matters,  the  Partnership's  ability to continue as a going
   concern  depends  on  the   Partnership's   ability  to  meet  its  financing
   requirements   through   refinancing  the  loan  agreements.   The  financial
   statements do not include any adjustments  that might result from the outcome
   of this uncertainty.

NOTE C - INVESTMENT IN RENTAL PROPERTY

   On November 27,  1985,  the  Partnership  acquired  Sterlingwood,  a 162-unit
   apartment complex in Roanoke, Virginia. The total cost of the acquisition was
   $4,227,000.  The  Partnership  financed the acquisition and used a portion of
   the proceeds from the public  offering of the Units to repay the  outstanding
   debt.

   On  August  28,  1986,  the  Partnership  acquired  Forestbrook,  a  262-unit
   apartment  complex  in  Charlotte,  North  Carolina.  The  total  cost of the
   acquisition was $5,894,000. The Partnership financed the acquisition and used
   a portion of the proceeds from the public offering of the Units to extinguish
   the outstanding debt.

   On August 18,  1987,  the  Partnership  acquired  Seasons  Chase,  a 225-unit
   apartment  complex  in  Greensboro,  North  Carolina.  The total  cost of the
   acquisition of $4,650,000,  which  included a rental  guarantee  agreement of
   $200,000, was funded by a portion of the proceeds from the public offering of
   the Units.

   On August  22,  1988,  the  Partnership  acquired  Pelham  Ridge,  a 184-unit
   apartment  complex  in  Greenville,  South  Carolina.  The total  cost of the
   property  of  $4,100,000,  which  included a rental  guarantee  agreement  of
   $100,000, was funded by a portion of the proceeds from the public offering of
   the Units.

NOTE D - MORTGAGES PAYABLE

   During 1989, the Partnership  financed  Forestbrook by obtaining a $5,726,600
   mortgage.  The existing mortgage with a balance of $5,526,416 at December 31,
   1996 and $5,564,046 at December 31, 1995 is  collateralized  by the apartment
   community  in  Charlotte,   North   Carolina,   and  is  payable  in  monthly
   installments  totaling  $47,050 of principal  and interest at 9.50% per annum
   through January 1, 1997. The unpaid principal balance and interest is due and
   payable in full on January 1, 1997.  On January  15,  1997,  the  Partnership
   obtained an extension of the maturity on this mortgage until May 1, 1997.



<PAGE>


               Southeastern Income Properties Limited Partnership



                           December 31, 1996 and 1995


                    NOTES TO FINANCIAL STATEMENTS - CONTINUED



NOTE D - MORTGAGES PAYABLE (Continued)

   During 1990, the Partnership financed  Sterlingwood by obtaining a $2,570,900
   mortgage.  The existing mortgage with a balance of $2,489,973 at December 31,
   1996 and $2,505,688 at December 31, 1995 is  collateralized  by the apartment
   community  in  Roanoke,  Virginia  and is  payable  in  monthly  installments
   totaling  $21,611 of principal  and interest at 9.75% per annum through April
   1, 1997.  The  general  partner  is  working  with the lender in an effort to
   extend the maturity on this mortgage.

   Based on the  interest  rates  of loans  with  similar  maturities  currently
   available  to the  Partnership,  the  estimated  fair value of the  mortgages
   payable approximates their carrying value.

   The  liability  of the  Partnership  under the  mortgages  is  limited to the
   underlying value of the real estate collateral,  plus other amounts deposited
   with the lender.

   The  aggregate  maturity  of the  mortgages  payable  for the year  following
   December 31, 1996 is $8,016,389 due in 1997.


NOTE E - RELATED-PARTY TRANSACTIONS

   The Partnership has incurred  management  fees,  accounting fees and investor
   servicing fees resulting from transactions with WSLP and Winthrop Management.
   The  investor  servicing  fees for 1996 and 1995 were paid to First  Winthrop
   Corporation.
<TABLE>

                                                                               1996               1995
                                                                         ----------------   -----------------
<S>                                                                   <C>                   <C>
Management                                                            $            52,307   $         204,246
Investor servicing                                                                 34,776              35,408
Accounting                                                                          8,330              21,000
                                                                         ----------------   -----------------

                                                                      $            95,413   $         260,654
</TABLE>

   The  Partnership  entered into a management  agreement  with  Winthrop  which
   provided for a management fee of 5% of gross  revenues.  The accounting  fees
   were  included  in general  and  administrative  expenses,  and the  investor
   servicing  fees  are  included  in  management  fees  in  the  statements  of
   operations.  As more fully  described in note G, the Partnership on March 18,
   1996 entered into a new agreement with an unaffiliated entity.





<PAGE>


               Southeastern Income Properties Limited Partnership



                           December 31, 1996 and 1995


                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

NOTE F - INCOME TAXES AND PARTNERS' CAPITAL

   The  following is a  reconciliation  of the net income  (loss) and  partners'
   capital for financial statement purposes with the income (loss) and partners'
   capital for Federal income tax purposes:
<TABLE>

                                                                               1996               1995
                                                                         ----------------   -----------------
<S>                                                                       <C>                <C>
Net income (loss) for financial statement
    purposes                                                              $    (201,187)    $        267,678
    Excess of tax depreciation over
   depreciation for book purposes                                              (108,307)             (98,855)
   Other                                                                         (7,759)                 117
                                                                         ----------------   -----------------

   Income (loss) for federal income tax
   purposes                                                               $    (317,253)$            168,940


Partners' capital for financial statement                                     6,487,509            6,840,211
   purposes
   Cumulative effect of depreciation for
   federal income tax purposes in excess
   of depreciation for book purposes                                         (2,759,327)          (2,651,020)
   Provision for investment property
   write down deducted for book purposes
   and not deductible for tax purposes                                        2,150,000            2,150,000
   Other                                                                          9,032               18,384
   Write-off of loan costs deductible for
   federal income tax purposes and not
   deductible for book purposes                                                (120,253)            (120,253)
   Syndication costs not deductible for tax
   purposes                                                                   2,250,000            2,250,000
   Recapitalization of Partnership for
   generally accepted accounting
   principles and not included for federal
   income tax purposes                                                         (396,817)            (396,817)
                                                                         ----------------   -----------------

   Partners' capital for federal income tax                               $   7,620,144      $     8,090,505
   purposes

</TABLE>


<PAGE>


               Southeastern Income Properties Limited Partnership



                           December 31, 1996 and 1995


                    NOTES TO FINANCIAL STATEMENTS - CONTINUED


NOTE F - INCOME TAXES AND PARTNERS' CAPITAL (Continued)

   The  difference  between  investment  rental  property  for tax  purposes and
   financial statement purposes for 1996 and 1995 is as follows:

<TABLE>

                                                                               1996               1995
                                                                         ----------------   -----------------

<S>                                                                   <C>                   <C>
Investment in rental property                                         $        13,648,426   $   14,137,905
Investment in rental property - tax
    property                                                                   12,522,528       13,118,998
                                                                         ----------------   -----------------

                                                                          $     1,125,898    $   1,018,907
</TABLE>

NOTE G - MANAGEMENT FEE

    The Partnership entered into a management agreement with Insignia Management
    Group,  effective March 18, 1996,  which provides for a management fee of 5%
    of gross revenues,  as defined by the agreement.  Management fees charged to
    operations and paid to Insignia during 1996 were $162,690.

NOTE H - CONCENTRATION OF CREDIT RISK

    At December 31, 1996, the Partnership  has  replacement  reserve cash in the
    amount of $548,423 held by the mortgage lenders.  These accounts are insured
    by the Federal Deposit Insurance  Corporation up to $100,000 an account. The
    uninsured  portion of this  balance at  December  31, 1996 is  $348,423.  At
    December  31,  1996,  the   Partnership  had  bank  deposits  in  excess  of
    federally-insured limits by a total of $372,013.

<PAGE>


Item  8.  Changes  in and  Disagreements  With  Accountants  on  Accounting  and
Financial Disclosure.

         None.



                                                     PART III

Item 9. Directors, Executive Officers, Promoters and Control Persons; Compliance
        with Section 16(a) of the Exchange Act


         (a) Identification of Directors and Executive Officers.

         The  Registrant  has no officers or  directors.  The  Managing  General
Partner manages and controls  substantially all of the Registrant's  affairs and
has general  responsibility  and ultimate authority in all matters affecting its
business. As of March 1, 1997, the names of the directors and executive officers
of Eight Winthrop,  the general partner of the Managing General Partner, and the
position held by each of them, are as follows:

                                             Has served as a
                                             Director and/or
                                             Officer of the Managing
   Name                  Positions Held      General Partner since

   Michael L. Ashner     Chief Executive     January 1996
                          Officer and
                          Director

   Richard J. McCready   Chief Operating     July 1995
                          Officer and
                          President

   Jeffrey Furber        Executive Vice      July 1995
                          President
                          and Clerk

   Edward Williams       Chief Financial     April 1996
                          Officer,
                          Vice President
                          and Treasurer

   Peter Braverman       Senior Vice         January 1996
                          President

     Michael L. Ashner, age 45, has been the Chief Executive Officer of Winthrop
Financial Associates, A Limited Partnership ("WFA") since January 15, 1996. From
June  1994  until  January  1996,  Mr.  Ashner  was a  Director,  President  and
Co-chairman  of National  Property  Investors,  Inc.,  a real estate  investment
company  ("NPI").  Mr. Ashner was also a Director and  executive  officer of NPI
Property Management Corporation ("NPI Management") from April 1984 until January
1996. In addition,  since 1981  Mr.Ashner has been  President of Exeter  Capital
Corporation,  a firm which has organized and  administered  real estate  limited
partnerships.
<PAGE>

     Richard J. McCready,  age 38, is the President and Chief Operating  Officer
of WFA and its  subsidiaries.  Mr.  McCready  previously  served  as a  Managing
Director,  Vice  President and Clerk of WFA and a Director,  Vice  President and
Clerk of the Managing  General  Partner and all other  subsidiaries  of WFA. Mr.
McCready joined the Winthrop organization in 1990.

         Jeffrey  Furber,  age 37, has been the Executive  Vice President of WFA
and the President of Winthrop  Management  since January 1996. Mr. Furber served
as a Managing  Director of WFA from January 1991 to December  1995 and as a Vice
President from June 1984 until December 1990.

         Edward V. Williams, age 56, has been the Chief Financial Officer of WFA
since April 1996. From June 1991 through March 1996, Mr. Williams was Controller
of NPI and NPI  Management.  Prior to 1991, Mr.  Williams held other real estate
related positions including Treasurer of Johnstown American Companies and Senior
Manager at Price Waterhouse.

         Peter Braverman,  age 45, has been a Senior Vice President of WFA since
January  1996.  From June 1995 until  January  1996,  Mr.  Braverman  was a Vice
President  of NPI and NPI  Management.  From June 1991  until  March  1994,  Mr.
Braverman  was  President  of  the  Braverman  Group,  a  firm  specializing  in
management consulting for the real estate and construction industries. From 1988
to 1991, Mr. Braverman was a Vice President and Assistant Secretary of Fischbach
Corporation, a publicly traded, international real estate and construction firm.

     One or more of the  above  persons  are also  directors  or  officers  of a
general  partner (or  general  partner of a general  partner)  of the  following
limited partnerships which either have a class of securities registered pursuant
to Section 12(g) of the  Securities  and Exchange Act of 1934, or are subject to
the reporting  requirements of Section 15(d) of such Act:  Winthrop  Partners 79
Limited Partnership; Winthrop Partners 80 Limited Partnership; Winthrop Partners
81  Limited   Partnership;   Winthrop   Residential   Associates  I,  A  Limited
Partnership; Winthrop Residential Associates II, A Limited Partnership; Winthrop
Residential  Associates  III, A Limited  Partnership;  1626 New York  Associates
Limited Partnership; 1999 Broadway Associates Limited Partnership;  Indian River
Citrus  Investors  Limited  Partnership;  Nantucket  Island  Associates  Limited
Partnership; One Financial Place Limited Partnership;  Presidential Associates I
Limited Partnership;  Riverside Park Associates Limited Partnership;  Springhill
Lake Investors Limited  Partnership;  Twelve AMH Associates Limited Partnership;
Winthrop California Investors Limited  Partnership;  Winthrop Growth Investors I
Limited  Partnership;  Winthrop  Interim  Partners  I,  A  Limited  Partnership;
Southeastern Income Properties II Limited Partnership; Winthrop Miami Associates
Limited Partnership and Winthrop Apartment Investors Limited Partnership.

         Each director and officer of Eight  Winthrop will hold office until the
next  annual  meeting  of the  stockholders  of Eight  Winthrop  and  until  his
successor is elected and qualified.

     Based  solely  upon  a  review  of  Forms  3 and 4 and  amendments  thereto
furnished to the Registrant  under Rule 16a-3(e)  during the  Registrant's  most
recent  fiscal  year  and  Forms  5 and  amendments  thereto  furnished  to  the
Registrant  with respect to its most recent fiscal year,  the  Registrant is not
aware of any director,  officer or beneficial  owner of more than ten percent of
the units of limited partnership  interest in the Registrant that failed to file
on a timely basis, as disclosed in the above Forms,  reports required by section
16(a) of the  Exchange  Act during the most recent  fiscal year or prior  fiscal
years.

         (b)      Identification of Certain Significant Employees.  None.

         (c)      Family Relationships.   None.

         (d)      Involvement in Certain Legal Proceedings.   None.

Item 10.          Executive Compensation.

         The Registrant is not required to and did not pay any  compensation  to
the officers or directors of Eight  Winthrop.  Eight Winthrop does not presently
pay any compensation to any of its officers and directors (See "Item 12, Certain
Relationships and Related Transactions").




<PAGE>



Item 11. Security Ownership of Certain Beneficial Owners and Management.

      (a)         Security Ownership of Certain Beneficial Owners.

         No  person  or group is known by the  Registrant  to be the  beneficial
owner of more than 5% of the outstanding  Units as of March 15, 1997.  Under the
Registrant's  partnership  agreement,  the voting rights of the Limited Partners
are limited  and,  in some  circumstances,  are subject to the prior  receipt of
certain opinions of counsel or judicial decisions.

         (b)      Security Ownership of Management.

         As of March 15, 1997,  no officers,  directors or partners of WFA, WSLP
or Eight Winthrop own any Units of the Registrant.

         (c)      Changes in Control.

         As of  March  15,  1997,  there  exists  no  arrangement  known  to the
Registrant the operation of which may at a subsequent date result in a change in
control of the Registrant, other than the following:

         In connection  with the withdrawal of the Original  General Partner and
the  substitution  of WSLP as the Managing  General  Partner,  WSLP entered into
certain  loan  arrangements  with  ISB,  including  the  pledge  of its  general
partnership  interest.  (See the 1991  Solicitation  of Consents which is hereby
incorporated by reference,  and "Item 3, Legal  Proceedings.")  In the event the
RTC Loan Trust,  successor in interest to ISB, was  successful  in enforcing its
remedies under the security agreement,  the RTC Loan Trust may claim an interest
in the  general  partnership  interest  of the  Registrant.  WSLP  disputes  the
validity of the security  interest,  and would vigorously defend any action, and
raise,  among  other  meritorious  defenses,  the fact that the  transfer of the
general partnership interest requires the consent of a majority of Unit holders.


<PAGE>







Item 12. Certain Relationships and Related Transactions.

         Under the  Registrant's  partnership  agreement,  the Managing  General
Partner and its  affiliates are entitled to receive  various fees,  commissions,
cash   distributions,   allocations  of  taxable  income  or  loss  and  expense
reimbursements from the Registrant.

         The  following  tables sets forth the amounts of the fees,  commissions
and cash  distributions  which the Registrant paid to or accrued for the account
of the Managing  General Partner and its affiliates for the years ended December
31, 1995 and 1996:

<TABLE>
Recipient                          Type of Compensation                               1995              1996

<S>                                <C>                                          <C>                       <C>
WSLP                               Cash Distribution (1)                        $     30                  $     15
Winthrop Management                Property Management Fee (2)                   204,246                    52,307
First Winthrop Corp.               Investor Servicing Fee (3)                     35,408                    34,776
Winthrop Management                Accounting Services Fee (4)                    21,000                     8,330

    TOTAL:                                                                      $260,684                  $ 95,428
</TABLE>


---------------

(1)  Equal to .01% of cash flow distributed to all partners of the Registrant.
(2)  Equal to 5.0% of gross collected revenues of the Registrant's properties.
(3)  Equal to 1.0% of gross collected revenues of the Registrant's properties.
(4)  Equal to $2.50 per apartment unit per month.


<PAGE>







                                                      PART IV

Item 13.          Exhibits and Reports on Form 8-K.

         (a)  Exhibits  - The  Exhibits  listed  in the  accompanying  Index  to
Exhibits are filed as part of this Annual Report and incorporated in this Annual
Report as set forth in said index.

         (b)      Reports on Form 8-K

         No reports on Form 8-K were filed  during the last  quarter  covered by
this report.


<PAGE>







                                                    SIGNATURES

         Pursuant to the  requirements  of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

                             SOUTHEASTERN INCOME PROPERTIES
                             LIMITED PARTNERSHIP

                             By:  Winthrop Southeastern Limited
                                  Partnership,
                                  Its General Partner

                                  By:  Eight Winthrop
                                       Properties, Inc.,
                                       Its General Partner

                                       By: /s/ Michael L. Ashner
                                          Michael L. Ashner
                                          Chief Executive Officer

                                       Date:  March 28, 1997

         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
this  report has been  signed  below by the  following  persons on behalf of the
Registrant and in the capacities and on the dates indicated.

Signature/Name          Title                     Date

/s/ Michael L. Ashner   Chief Executive           March 28, 1997
---------------------
Michael L. Ashner        Officer and Director

/s/Edward Williams      Chief Financial Officer   March 28, 1997
Edward Williams







                                                 Index to Exhibits

Exhibit
Number            Document

2.1               Agreement and Addendum to Agreement by and among Glade
                  M. Knight ("Knight"), Ben T. Austin, II ("Austin"),
                  Winthrop Southeast Limited Partnership ("WSLP") and
                  Investors Savings Bank, F.S.B. ("ISB") (the
                  "Agreement") dated as of August 8, 1991 and effective
                  as of August 16, 1991.  [The exhibits to the Agreement
                  have been omitted from the Agreement and are listed in
                  the Agreement.] (Exhibit 2.1)(8)

2.2               Supplemental Agreement by and among WSLP, Knight and
                  ISB (the "Knight Agreement") dated as of August 8, 1991
                  and effective as of August 16, 1991.  [The exhibits to
                  the Knight Agreement have been omitted from the Knight
                  Agreement and are listed in the Knight Agreement.]
                  (Exhibit 2.2)(8)

2.3               Supplemental Agreement and Addendum to Supplemental
                  Agreement by and among WSLP, Austin and ISB dated as of
                  August 8, 1991 and effective as of August 16, 1991.
                  (Exhibit 2.3)(8)

2.4               Employment Agreement by and between WSLP and Austin
                  dated as of August 8, 1991 and effective as of August
                  16, 1991.  (Exhibit 2.4)(8)

2.5               Supplemental Agreement by and between WSLP and ISB
                  dated as of August 8, 1991 and effective as of August
                  16, 1991.  (Exhibit 2.5)(8)

3.1               Amended and Restated Certificate and Agreement of
                  Limited Partnership of Southeastern Income Properties
                  Limited Partnership.  (Exhibit 4.1)(1)

3.2               First Amendment to Amended and Restated Certificate and
                  Agreement of Limited Partnership of Southeastern Income
                  Properties Limited Partnership dated as of February 17,
                  1987.  (Exhibit 4.2)(1)

3.3               Second Amendment to Amended and Restated Certificate
                  and Agreement of Limited Partnership of Southeastern
                  Income Properties Limited Partnership dated as of March
                  16, 1987.  (Exhibit 4.3)(1)

3.4               Third Amendment to Amended and Restated Certificate and
                  Agreement of Limited Partnership of Southeastern Income
                  Properties Limited Partnership dated as of April 30,
                  1987.  (Exhibit 4.4)(1)

3.5               Fourth Amendment to Amended and Restated Certificate
                  and Agreement of Limited Partnership of Southeastern
                  Income Properties Limited Partnership dated as of May
                  28, 1987.  (Exhibit 4.1)(2)

3.6               Fifth Amendment to Amended and Restated Certificate and
                  Agreement of Limited Partnership of Southeastern Income
                  Properties Limited Partnership dated as of June 29,
                  1987.  (Exhibit 4.2)(2)

3.7               Sixth Amendment to Amended and Restated Certificate and
                  Agreement of Limited Partnership of Southeastern Income
                  Properties Limited Partnership dated as of February 12,
                  1992.  (Exhibit 3.7)(9)

3.8               Articles of Incorporation of SIP Assignor Corporation.
                  (Exhibit 3.6)(3)

3.9               Bylaws of SIP Assignor Corporation.  (Exhibit 3.7)(3)

10.1              Apartment Management Agreement (for the Sterlingwood
                  Apartments).  (Exhibit 28.1)(1)

10.2              Apartment Management Agreement (for the Forestbrook
                  Apartments).  (Exhibit 28.2)(1)

10.3              Apartment Management Agreement (for the Seasons Chase
                  Apartments).  (Exhibit 10.5)(4)

10.4              Apartment Management Agreement (for the Pelham Ridge
                  Apartments).  (Exhibit 10.4)(5)

10.5              Apartment Management Agreement, dated February 12, 1992
                  between the Registrant and Winthrop Management (for
                  Pelham Ridge Apartments).  (Exhibit 10.5) (9)



<PAGE>




10.6              Apartment Management Agreement, dated February 12, 1992
                  between the Registrant and Winthrop Management (for
                  Forestbrook Apartments).  (Exhibit 10.6)(9)

10.7              Apartment Management Agreement, dated February 12, 1992
                  between the Registrant and Winthrop Management (for
                  Seasons Chase Apartments).  (Exhibit 10.7) (9)

10.8              Apartment Management Agreement, dated February 12, 1992
                  between the Registrant and Winthrop Management (for
                  Sterlingwood Apartments).  (Exhibit 10.8) (9)

10.9              Property Acquisition Agreement between Southeastern
                  Income Properties Limited Partnership and Knight Austin
                  Corporation.  (Exhibit 28.3)(1)

10.10             Real Estate Consulting Agreement between Southeastern
                  Income Properties Limited Partnership and WFS Realty
                  Corporation.  (Exhibit 28.4)(1)

10.11             Rent Guarantee and Escrow Agreement for the Seasons
                  Chase Apartments.  (Exhibit 29.2)(6)

10.12             Novation to Rent Guarantee and Escrow Agreement for the
                  Seasons Chase Apartments.  (Exhibit 19.3)(6)

10.13             Rent Guarantee Agreement for the Pelham Ridge
                  Apartments.  (Exhibit 10.3)(5)

10.14             Repair Supervisory Contract.  (Exhibit 10.10)(7)

10.15             Supervisory Insurance Adjustment Contract.  (Exhibit
                  10.11)(7)

10.16             Mortgage Brokerage and Consulting Agreement.  (Exhibit
                  10.12)(7)
------------------------

(1)      Incorporated  by reference to the exhibit  shown in  parentheses  filed
         with the Commission in the  Registrant's  quarterly report on Form 10-Q
         for the quarter ended March 30, 1987.




<PAGE>


         (2) Incorporated by reference to the exhibit shown in parentheses filed
         with the Commission in the  Registrant's  quarterly report on Form 10-Q
         for the quarter ended June 30, 1987.

(3)      Incorporated by reference to the exhibit shown in
         parentheses filed with the Commission in the Registrant's
         registration statement on Form S-11 (Registration No. 33-
         9085).

(4)      Incorporated  by reference to the exhibit  shown in  parentheses  filed
         with the  Commission  in the  Registrant's  current  report on Form 8-K
         dated September 2, 1987.

(5)      Incorporated  by reference to the exhibit  shown in  parentheses  filed
         with the  Commission  in the  Registrant's  current  report on Form 8-K
         dated September 6, 1988.

(6)      Incorporated  by reference to the exhibit  shown in  parentheses  filed
         with the Commission in the  Registrant's  quarterly report on Form 10-Q
         for the quarter ended September 30, 1987.

(7)      Incorporated by reference to the exhibit shown in
         parentheses filed with the Commission in the Registrant's
         1989 Annual Report.

(8)      Incorporated  by reference to the exhibit  shown in  parentheses  filed
         with the Commission in the  Registrant's  current report on Form 8-K on
         September 3, 1991.

(9)      Incorporated  by reference to the exhibit  shown in  parentheses  filed
         with the Commission in the Registrant's  annual report on Form 10-K for
         the year ended December 31, 1991.

(10)     Incorporated  by reference to the exhibit  shown in  parentheses  filed
         with the Commission in the Registrant's  annual report on Form 10-K for
         the year ended December 31, 1992.


<PAGE>