<PAGE>   1
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549
                                    Form 10-Q



  X      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE
         SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD
         ENDED September  30, 1996 .


---      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (D) OF
         THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION
         PERIOD FROM __________________ TO ____________________.



Commission File number:  0-17680 (formerly 33-20255)



                         SOUTHEAST ACQUISITIONS II, L.P.
                           (Exact name of registrant)


Delaware                                           23-2498841

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

250 King of Prussia Road, Radnor, PA  19087
(Address of Principal Executive Offices)

Issuer's Telephone Number:  (610 964-7234)

Indicate by check mark whether the registrant (a) 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
<PAGE>   2
PART I - FINANCIAL INFORMATION

Item 1 - Financial Statements

         The unaudited financial statements of Southeast Acquisitions II, L.P.
(the "Partnership") at September 30, 1996 are attached hereto as Exhibit A.

Item 2 - Management's Discussion and Analysis of Financial Condition and Results
of Operations.

         Background

         The Partnership was formed to acquire, own and realize appreciation in
the following properties by holding them for investment and eventual sale (each
a "Property," collectively the "Properties"): 353 acres of undeveloped land in
Henry County, Georgia; 91 acres of undeveloped land near Greenville, South
Carolina; and 135 acres of undeveloped land in Rutherford County, Tennessee.
However, there can be no assurance that the Partnership's objectives will be
realized.

         Results of Operations

         The Partnership had no operations from the date of its formation on
December 14, 1987 until June 24, 1988 when it acquired the first property and
had sold 3,165 Units of limited partnership interest. During 1988, the
Partnership acquired three additional Properties and sold 6,485 additional Units
of limited partnership interest.

         During the third quarter of fiscal year 1996, the partnership sold 7
acres of the Greenville, South Carolina property for a gain of $524,409.
Revenues for the third quarter of 1996 consisted of interest income of $1,160
and partnership transfer fees of $2,247. Expenses for the third quarter of 1996
consisted of general and administrative costs of $5,415, real estate taxes of
$5,570 and insurance costs of $87.

         The Partnership's activities during the second quarter of 1996 were
primarily focused on selling the properties. Revenues for the second quarter of
1996 consisted of interest income of $173 and partnership transfer fees of $350.
Expenses for the second quarter of 1996 consisted of general and administrative
costs of $3,948, management fees of 4,686, real estate taxes of $4,599 and
insurance of $88.

         During the first quarter of fiscal year 1996, the Partnership sold 2
acres of the Greenville, South Carolina property for a gain of $215,288.
Revenues for the first quarter of 1996 consisted of interest income of $2,384
and partnership transfer fees of $408. Expenses for the first quarter of 1996
consisted of general and administrative costs of $5,079, management fees of
$4,688, real estate taxes of $4,538 and insurance costs of $87.

                                       2
<PAGE>   3
         During 1995, the Partnership sold 6 acres of the Henry County, Georgia
property, 4 acres of the Rutherford County, Tennessee property and 3 acres of
the Greenville, South Carolina property for a gain of $920,590. Also, during
1995, the Partnership sold 19 acres of the Henry County, Georgia property for a
loss of $10,389. Other revenues consisted of interest income of $14,175 and
partnership transfer fees of $725. Expenses for 1995 consisted of general and
administrative costs of $21,847, management fees of $18,753, real estate taxes
of $18,964 and insurance costs of $528.

         During 1994, the partnership sold 73 acres of the Henry County, Georgia
parcel for a gain of $99,765. Other revenues consisted of interest income of
$8,297 and partnership transfer fees of $725. Expenses for 1994 consisted of
general and administrative costs of $29,603, management fees of $18,753, real
estate taxes of $22,528 and insurance costs of $6,717.

         Inflation did not have any material impact on operations during 1995
and it is not expected to materially impact future operations.

         The General Partner is in the process of having appraisals performed
and if there is any impairment to an asset, it will be recorded during the
fourth quarter of 1996.

         During the months of October and November, 1996 the Partnership sold
4.6 acres of the Greenville, South Carolina property for a gain of $255,000.




         Liquidity and Capital Resources

         The Partnership has cash reserves of $719,809 at September 30, 1996.
The current cash reserves , adjusted for limited partnership distributions, will
be used to cover the following estimated annual costs: $9,374 annual
administration fee to the General Partner, $20,000 per year for auditing,
accounting, tax, legal and other administrative services, $350 per year for
insurance and $19,600 per year for real estate taxes. In the General Partner's
opinion, the Partnership's reserves will be sufficient for an additional two
years. However, if additional expenses are incurred or if the property cannot be
sold within two years, the reserves may be inadequate to cover the Partnership's
operating expenses. If the reserves are exhausted, the partnership may have to
dispose of a portion of the Properties or incur indebtedness on unfavorable
terms.

                                       3
<PAGE>   4
PART II - OTHER INFORMATION

Item 1 - Legal Proceedings

         The Partnership is not a direct party to, nor is the Partnership's
property directly the subject of, any material legal proceedings. However, on
November 6, 1992, the Commonwealth Court of Pennsylvania issued an order placing
The Fidelity Mutual Life Insurance Company ("Fidelity Mutual"), the indirect
parent of the General Partner of the Partnership, into rehabilitation under the
control and authority of the Pennsylvania Insurance Commissioner pursuant to the
provisions of the Pennsylvania Insurance Department Act, 40 P.S. Section 221.1
et seq. The Partnership is not a direct party to the order, but ownership of the
stock of (and consequently control of) the General Partner is vested in the
Insurance Commissioner pursuant to the Order.

Item 2 - Changes in Securities

         There was no change in the Partnership's securities during the third
quarter of 1996.

Item 3 - Defaults Upon Senior Securities

         There was no default in the payment of principal, interest, a sinking
or purchase fund installment or any other default with respect to any
indebtedness of the Partnership. The Partnership has issued no preferred stock;
accordingly, there has been no arrearages or delinquencies with respect to any
such preferred stock.

Item 4 - Submission of Matters to a Vote of Security Holders

         No matters were submitted to the Partners for a vote during the third
quarter of 1996.

Item 5 - Other Information

         None

Item 6 - Exhibits and Reports on Form 8-K


Reports on Form 8-K

         None

                                       4
<PAGE>   5
Exhibits (numbered in accordance with Item 601 of Regulation S-K)

<TABLE>
<CAPTION>
Exhibit Numbers                     Description                                                   Page Number
---------------                     -----------                                                   -----------
<S>                                 <C>                                                           <C>
3.1(a)                              Certificate of Limited                                        *
                                    Partnership

3.1(b) & (4)                        Restated Limited Partnership                                  **
                                    Agreement

9                                   not applicable
</TABLE>

 *   Incorporated by reference to Exhibit 3.1 filed as part of the Exhibits
     to the Partnership's Registration Statement on Form S-18, Registration
     No. 33-20255.

**   Incorporated by reference to Exhibit 3.2 filed as part of the
     Partnership's Registration Statement on Form S-18, Registration
     No. 33-20255.

<TABLE>
<S>                                 <C>   
11                                  not applicable

12                                  not applicable

13                                  not applicable

16                                  not applicable

18                                  not applicable

19                                  not applicable

22                                  not applicable

23                                  not applicable

24                                  not applicable

25                                  not applicable

28                                  not applicable

29                                  not applicable
</TABLE>

                                       5
<PAGE>   6
                                    SIGNATURE


         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 date indicated.


<TABLE>
<CAPTION>
Signature                              Title                                     Date
<S>                                    <C>                                       <C>
/s/ James W. Kelican, Jr.              Vice President,                           11/12, 1996
-----------------------------          Director of                               -----
James W. Kelican, Jr.                  Southeast
                                       Acquisitions,
                                       Inc.



/s/ Margaret Tamasitis                 Assistant                                 11/12, 1996
-----------------------------          Secretary of                              -----
Margaret Tamasitis                     Southeast
                                       Acquisitions,
                                       Inc.
</TABLE>

                                       6
<PAGE>   7
EXHIBIT  A
                         SOUTHEAST ACQUISITIONS II, L.P.

                                 BALANCE SHEETS



                                     ASSETS

<TABLE>
<CAPTION>
                                          September 30,
                                             1996              December 31,
                                          (Unaudited)              1995
                                          -----------              ----
<S>                                       <C>                   <C>       
Land                                      $2,707,404            $2,963,920

Cash and cash equivalents                    719,809                86,137
                                          ----------            ----------
                                          $3,427,213            $3,050,057
                                          ==========            ==========




LIABILITIES AND PARTNERS' EQUITY


Accrued expenses                          $   19,187            $   16,877

Due to affiliates                                  -                 4,688

Partners' Equity                           3,408,026             3,028,492
                                          ----------            ----------
                                          $3,427,213            $3,050,057
                                          ==========            ==========
</TABLE>

                                       1
<PAGE>   8
                         SOUTHEAST ACQUISITIONS II, L.P.

                  STATEMENTS OF OPERATIONS AND PARTNERS' EQUITY

                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                    Three Months     Three Months        Nine Months        Nine Months
                                        Ended             Ended              Ended              Ended
                                    September 30,     September 30,      September 30,      September 30,
                                        1996             1995                1996               1995
                                        ----             ----                ----               ----
<S>                                 <C>               <C>                <C>                <C>        
REVENUES:
   Interest income                  $     1,160       $     3,066        $     3,717        $    13,338
   Gain on sale of land                 524,409           176,583            739,697            920,590
   Other income                           2,247               350              3,005                625
                                    -----------       -----------        -----------        -----------
                                        527,816           179,999            746,419            934,553
                                    -----------       -----------        -----------        -----------

EXPENSES:
   Loss on sale of land                    --              10,389               --               10,389
   General and administrative             5,415             4,978             14,442              9,418
   Management fee                          --               4,688              9,374             14,065
   Real estate taxes                      5,570             4,074             14,707             14,304
   Insurance                                 87               146                262                440
                                    -----------       -----------        -----------        -----------
                                         11,072            24,275             38,785             48,616
                                    -----------       -----------        -----------        -----------

NET INCOME (LOSS)                   $   516,744       $   155,724        $   707,634            885,937

Partners' equity,
   Beginning of period                2,891,282         3,231,446          3,028,492          3,610,983

Capital distribution                       --            (337,750)          (328,100)        (1,447,500)
                                    -----------       -----------        -----------        -----------
Partners' equity,
   End of period                    $ 3,408,026       $ 3,049,420        $ 3,408,026        $ 3,049,420
                                    ===========       ===========        ===========        ===========

Weighted Average Number
   of Limited Partnership
   Units Outstanding                      9,650             9,650              9,650              9,650
                                    ===========       ===========        ===========        ===========

Income (Loss) from Operations
   per Limited Partnership
   Interest                         $     53.01       $     15.98        $     72.59        $     90.89
                                    ===========       ===========        ===========        ===========
</TABLE>

                                        2
<PAGE>   9
                         SOUTHEAST ACQUISITIONS II, L.P.

                            STATEMENTS OF OPERATIONS

                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                  NINE MONTHS
                                              ENDED SEPTEMBER 30
                                       ---------------------------------
                                       1996          1995           1994
                                       ----          ----           ----
<S>                                 <C>            <C>            <C>     
REVENUES:
   Interest income                  $  3,717       $ 13,338       $  5,054
   Gain on sale of land              739,697        920,590         25,206
   Other income                        3,005            625            550
                                    --------       --------       --------
                                     746,419        934,553         30,810
                                    --------       --------       --------

EXPENSES:
   Loss on sale of land                 --           10,389           --
   General and administrative         14,442          9,418         22,817
   Management fee                      9,374         14,065         14,065
   Real estate taxes                  14,707         14,304         18,803
   Insurance                             262            440          6,570
                                    --------       --------       --------
                                      38,785         48,616         62,255
                                    --------       --------       --------

NET INCOME (LOSS)                   $707,634       $885,937       $(31,445)
                                    ========       ========       ========
</TABLE>

                                       3
<PAGE>   10
                         SOUTHEAST ACQUISITIONS II, L.P.

                             STATEMENT OF CASH FLOWS

                                   (UNAUDITED)


<TABLE>
<CAPTION>
                                                       FOR THE NINE MONTHS
                                                        ENDED SEPTEMBER 30
                                              -----------------------------------------
                                              1996               1995              1994
                                              ----               ----              ----
<S>                                       <C>                <C>                <C>        
CASH FLOWS FROM OPERATING ACTIVITIES:
   Proceeds from sale of land             $   996,276        $ 1,111,474        $    86,063
   Cash paid for operating expenses           (41,226)           (35,858)           (72,240)
   Interest income received                     3,717             13,338              5,054
   Other income received                        3,005                625                550
   Distribution to Limited Partners          (328,100)        (1,447,500)              --
                                          -----------        -----------        -----------
         Net cash flows (used in)
            operating activities              633,672           (357,921)            19,427

Cash, beginning of period                      86,137            467,018            250,147
                                          -----------        -----------        -----------
Cash, end of period                       $   719,809        $   109,097        $   269,574
                                          ===========        ===========        ===========
</TABLE>


RECONCILIATION OF NET INCOME(LOSS) TO NET CASH FLOWS FROM OPERATING ACTIVITIES:

<TABLE>
<CAPTION>
<S>                                             <C>                <C>                <C>         
Net income (loss)                               $   707,634        $   885,937        $   (31,445)
Adjustments to reconcile net income(loss)
   to net cash provided by
   operating activities:
      Decrease in land                              256,516            201,272             60,857
      Increase (decrease) in due to
         affiliates                                  (4,688)            (4,688)            (4,688)
      Increase (decrease) in accrued
         expenses                                     2,310              7,058             (5,297)
      Distribution to Limited Partners             (328,100)        (1,447,500)              --
                                                -----------        -----------        -----------
      Net cash provided by (used in)
         operating activities                   $   633,672        $  (357,921)       $    19,427
                                                ===========        ===========        ===========
</TABLE>

                                        4