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                                                                    EXHIBIT 31.1

                    Certification of Chief Executive Officer
                       Of Southeast Acquisitions II, L.P.

      This certification is provided pursuant to Section 302 of the
Sarbanes-Oxely Act of 2002, and accompanies the quarterly report on form 10-Q
for the quarter ended September 30, 2004 of Southeast Acquisitions II, L. P.

      I, Richard W. Sorenson, certify that:

      1. I have reviewed this quarterly report on Form 10-Q of Southeast
      Acquisitions II, L. P.

      2. Based on my knowledge, this quarterly report does not contain any
      untrue statement of a material fact or omit to state a material fact
      necessary to make the statements made, in light of the circumstances under
      which such statements were made, not misleading with respect to the period
      covered by this quarterly report;

      3. Based on my knowledge, the financial statements, and other financial
      information included in this quarterly report, fairly present in all
      material respects the financial condition, results of operations and cash
      flows of the registrants as of, and for, the periods presented in this
      quarterly report;

      4. The registrant's other certifying officers and I are responsible for
      establishing and maintaining disclosure controls and procedures (as
      defined in Exchange Act Rules 13a-14) for the registrant and we have:

            a) designed such disclosure controls and procedures to ensure that
            material information relating to the registrant, is made known to us
            by others within those entities, particularly during the period in
            which this quarterly report is being prepared;

            b) evaluated the effectiveness of the registrant's disclosure
            controls and procedures as of a date within 90 days prior to the
            filing date of this quarterly report (the "Evaluation Date"); and

            c) presented in this quarterly report our conclusions about the
            effectiveness of the disclosure controls and procedures based on our
            evaluation as of the Evaluation Date;

      5. The registrant's other certifying officers and I have disclosed, based
      on our most recent evaluation, to the registrant's auditors and the audit
      committee of registrant's board of directors (or persons performing the
      equivalent function):

            a) all significant deficiencies in the design or operation of
            internal controls which could adversely affect the registrant's
            ability to record, process, summarize and report financial data and
            have identified for the registrant's auditors any material
            weaknesses in internal controls; and

            b) any fraud, whether or not material, that involves management or
            other employees who have a significant role in the registrant's
            internal controls; and

      6. The registrant's other certifying officers and I have indicated in this
      quarterly report whether or not there were significant changes in internal
      controls or in other factors that could significantly affect internal
      controls subsequent to the date of our most recent evaluation, including
      any corrective actions with regard to significant deficiencies and
      material weaknesses.

November 10, 2004                       /s/ Richard W. Sorenson
                                        -----------------------------
Date                                    Richard W. Sorenson

                                        Richard W. Sorenson
                                        Principal Executive Officer & Member
                                        Southern Management Group, LLC

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                    Certification of Chief Financial Officer
                       Of Southeast Acquisitions II, L.P.

      This certification is provided pursuant to Section 302 of the
Sarbanes-Oxely Act of 2002, and accompanies the quarterly report on form 10-Q
for the quarter ended September 30, 2004 of Southeast Acquisitions II, L. P.

      I, Laura E. Ristvedt, certify that:

      1. I have reviewed this quarterly report on Form 10-Q of Southeast
      Acquisitions II, L. P.

      2. Based on my knowledge, this quarterly report does not contain any
      untrue statement of a material fact or omit to state a material fact
      necessary to make the statements made, in light of the circumstances under
      which such statements were made, not misleading with respect to the period
      covered by this quarterly report;

      3. Based on my knowledge, the financial statements, and other financial
      information included in this quarterly report, fairly present in all
      material respects the financial condition, results of operations and cash
      flows of the registrants as of, and for, the periods presented in this
      quarterly report;

      4. The registrant's other certifying officers and I are responsible for
      establishing and maintaining disclosure controls and procedures (as
      defined in Exchange Act Rules 13a-14) for the registrant and we have:

            a) designed such disclosure controls and procedures to ensure that
            material information relating to the registrant, is made known to us
            by others within those entities, particularly during the period in
            which this quarterly report is being prepared;

            b) evaluated the effectiveness of the registrant's disclosure
            controls and procedures as of a date within 90 days prior to the
            filing date of this quarterly report (the "Evaluation Date"); and

            c) presented in this quarterly report our conclusions about the
            effectiveness of the disclosure controls and procedures based on our
            evaluation as of the Evaluation Date;

      5. The registrant's other certifying officers and I have disclosed, based
      on our most recent evaluation, to the registrant's auditors and the audit
      committee of registrant's board of directors (or persons performing the
      equivalent function):

            a) all significant deficiencies in the design or operation of
            internal controls which could adversely affect the registrant's
            ability to record, process, summarize and report financial data and
            have identified for the registrant's auditors any material
            weaknesses in internal controls; and

            b) any fraud, whether or not material, that involves management or
            other employees who have a significant role in the registrant's
            internal controls; and

      6. The registrant's other certifying officers and I have indicated in this
      quarterly report whether or not there were significant changes in internal
      controls or in other factors that could significantly affect internal
      controls subsequent to the date of our most recent evaluation, including
      any corrective actions with regard to significant deficiencies and
      material weaknesses.

November 10, 2004                          /s/ Laura E. Ristvedt
                                           -----------------------------
Date                                       Laura E. Ristvedt

                                           Laura E. Ristvedt
                                           Principal Financial Officer