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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, 2003.                    
| |  |   |  |                                                                                                                                                               
| |  | o |  | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD
FROM JANUARY 1, 2003 TO SEPTEMBER 30, 2003.

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          |  |                                     
|incorporation or organization)           |  | (I.R.S. Employer Identification No.)
|                                         |  |                                     
|3011 Armory Drive, Suite 310             |  |                                     
|Nashville, Tennessee 37204               |  |                                     
|(Address of Principal Executive Offices) |  |                                     

Issuers Telephone Number: 615-834-0872

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





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TABLE OF CONTENTS



|                                              |  |  |  |  |  |  |  | 
|--------------------------------------------- |  |  |  |  |  |  |  | 
|SIGNATURE                                    
|BALANCE SHEETS                               
|STATEMENTS OF OPERATIONS AND PARTNERS EQUITY
|STATEMENTS OF CASH FLOWS                     
|NOTES TO FINANCIAL STATEMENTS                
|EX-31.1 SECTION 302 CERTIFICATIONS           
|EX-32.1 SECTION 906 CERTIFICATIONS           



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PART I  FINANCIAL INFORMATION

Item 1  Financial Statements

The unaudited financial statements of Southeast Acquisitions II, L.P. (the
Partnership) at September 30, 2003 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 l35 acres of undeveloped land in Rutherford County, Tennessee.
However, there can be no assurance that the Partnerships objectives will be
realized. At September 30, 2003, there remains approximately 45 acres of
Rutherford County, Tennessee property.

Results of Operations for Third Quarter of 2003 Compared with Third
Quarter of 2002

The Partnership activities for the third quarter of 2003 and the third
quarter of 2002 were focused on the sale of Partnership property. During the
third quarter of 2003, as in 2002, there were no sales. However, the
Partnership did receive interest income of $372 as compared to $614 of interest
earned in the third quarter of 2002. The decrease in interest earned is a
result of having a lower average cash reserve during the third quarter of 2003
compared to the same quarter of 2002.

Expenses in the third quarter of 2003 included general and administrative
expenses of $23,873 versus $6,080 in the third quarter of 2002. The increase
was primarily due to an increase in professional fees paid to consultants to
develop a marketing plan to subdivide the remaining property in Rutherford
County, Tennessee into 14 sites of one to two acre sites. There were no such
fees in the third quarter of 2002. In addition, the Partnership paid $400 for
the third quarter 2003 estimated Tennessee franchise and excise taxes, as
compared to $136 paid for the same quarter in 2002. Real estate taxes in the
third quarter of 2003 were $1,163 compared to $21 in the third quarter of 2002.
This increase was primarily the result of .71 acres of land being re-zoned as
commercial property when the connecting property was sold to an auto dealer.
Insurance in the third quarter of 2003 was $58 compared to $57 in the third
quarter of 2002.

Inflation did not have any material impact on operations during the third
quarter of 2003, and it is not expected to materially impact future operations.





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Liquidity and Capital Resources

The Partnership has cash reserves of $133,172 at September 30, 2003, which
will be used to cover the following estimated costs: accounting fees of
$16,500, legal fees of $5,000, insurance costs of $230, property taxes of
$1,613, Tennessee franchise taxes of $1,600 and other administrative costs of
$39,000. In the General Partners opinion, the Partnerships reserves will be
sufficient to cover costs during the liquidation mode. However, if additional
expenses are incurred or if the Property cannot be sold within the next year,
the reserves may be inadequate to cover the Partnerships operating expenses.
If the reserves are exhausted, the Partnership may have to dispose of some or
all of the Property or incur indebtedness on unfavorable terms.

Item 3. Controls and Procedures

(a)  Within the ninety day period prior to the date of this report, we
carried out an evaluation, under the supervision and with the participation of
our management, including our principal executive officer and our principal
financial officer, of the effectiveness of the design and operation of our
disclosure controls and procedures (as defined in Rules 13a-14(c) under the
Securities Exchange Act of 1934). Based upon that evaluation, our management,
including our principal executive officer and our principal financial officer,
concluded that the design and operation of these disclosure controls and
procedures were effective to timely alert them to any material information
relating to the company that must be included in our periodic SEC filings.

(b)  There have been no significant changes in our internal controls or in
other factors that could significantly affect internal controls subsequent to
the date we carried out this evaluation.

PART II  OTHER INFORMATION

Item 1  Legal Proceedings

None

Item 2  Changes in Securities

There were no changes in the Partnerships securities during the third
quarter of 2003.

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 have been no arrearages or delinquencies with respect to any
such preferred stock.





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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 2003.

Item 5  Other Information

None

Item 6  Exhibits and Reports on Form 8-K

None

Exhibits (numbered in accordance with Item 601 of Regulation S-K)

|                |  |                                                                                                                |  |            
|--------------- |  | -------------------------------------------------------------------------------------------------------------- |  | -----------
|Exhibit Numbers |  | Description                                                                                                    |  | Page Number
|                |  |                                                                                                                |  |            
|31.1            |  | Certification Pursuant to section
302 of the Sarbanes-Oxley Act of 2002.                                       |  |            
|                |  |                                                                                                                |  |            
|32.1            |  | Certification Pursuant to 18 U.S.C.
section 1350, as adopted to section
906 of the Sarbanes-Oxley Act of 2002. |  |            





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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.

|                                           |  |                                        |  |                 
|------------------------------------------ |  | -------------------------------------- |  | ----------------
|Signature                                  |  | Title                                  |  | Date            
|                                           |  |                                        |  |                 
|                                           |  |                                        |  |                 
|/s/ Richard W. SorensonRichard W. Sorenson |  | Member,
Southern Management
Group, LLC |  | November 7, 2003





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EXHIBIT A

SOUTHEAST ACQUISITIONS II, LP




BALANCE SHEETS

|                                      |                                            |                                  |         |         |               |   |              |         |  |  | 
|------------------------------------- | ------------------------------------------ | -------------------------------- | ------- | ------- | ------------- | - | ------------ | ------- |  |  | 
|                                      |                                            |                                  |         |         | SEPTEMBER 30, |   |              |         | 
|                                      |                                            |                                  |         |         | 2003          |   | DECEMBER 31,
|                                      |                                            |                                  |         |         | (Unaudited)   |   | 2002        
|                                      |                                            |                                  |         |         |               |   |             
|                                      |                                            |                                  | ASSETS  |         |               |   |              |         |  |  | 
|Land held for sale                    |                                            | $                                | 369,365 |         |               | $ | 369,365      |        
|Cash and cash equivalents             |                                            |                                  | 133,172 |         |               |   | 176,824      |        
|Accounts receivable                   |                                            |                                  | 734     |         |               |   | 734          |        
|Prepaid insurance                     |                                            |                                  | 58      |         |               |   |             |        
|                                      |                                            |                                  |         |         |               |   |              |        
|                                      |                                            | $                                | 503,329 |         |               | $ | 546,923      |        
|                                      |                                            |                                  |         |         |               |   |              |        
|                                      |                                            | LIABILITIES AND PARTNERS EQUITY |         |         |               |   |              |         |  | 
|Accounts payable and accrued expenses |                                            | $                                | 12,794  |         |               | $ | 19,630       |        
|Partners equity:                     |                                            |                                  |         |         |               |   |              |        
|                                      | General partner                            |                                  |         | 47,899  |               |   |              | 48,267  | 
|                                      | Limited partners (9,650 units outstanding) |                                  |         | 442,636 |               |   |              | 479,026 | 
|                                      |                                            |                                  |         |         |               |   |              |        
|                                      |                                            |                                  | 490,535 |         |               |   | 527,293      |        
|                                      |                                            |                                  |         |         |               |   |              |        
|                                      |                                            | $                                | 503,329 |         |               | $ | 546,923      |        
|                                      |                                            |                                  |         |         |               |   |              |        

See notes to financial statements.





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EXHIBIT A

SOUTHEAST ACQUISITIONS II, LP




STATEMENTS OF OPERATIONS AND
PARTNERS EQUITY


(UNAUDITED)


|                                                                 |                                  |   |                      |         |                     |   |        |         |  |   |         |         |  |   |         |         | 
|---------------------------------------------------------------- | -------------------------------- | - | -------------------- | ------- | ------------------- | - | ------ | ------- |  | - | ------- | ------- |  | - | ------- | ------- | 
|                                                                 |                                  |   | FOR THE THREE MONTHS |         | FOR THE NINE MONTHS
|                                                                 |                                  |   | ENDED SEPTEMBER 30   |         | ENDED SEPTEMBER 30 
|                                                                 |                                  |   |                      |         |                    
|                                                                 |                                  |   | 2003                 |         |                     |   | 2002   |         |  |   | 2003    |         |  |   | 2002    |        
|                                                                 |                                  |   |                      |         |                     |   |        |         |  |   |         |         |  |   |         |        
|REVENUES:                                                        |                                  |   |                      |         |                     |   |        |         |  |   |         |         |  |   |         |        
|                                                                 | Interest income                  |   | $                    | 372     |                     |   | $      | 614     |  |   | $       | 1,678   |  |   | $       | 1,784   | 
|                                                                 |                                  |   |                      |         |                     |   |        |         |  |   |         |         |  |   |         |        
|EXPENSES:                                                        |                                  |   |                      |         |                     |   |        |         |  |   |         |         |  |   |         |        
|                                                                 | General and administrative       |   |                      | 23,873  |                     |   |        | 6,080   |  |   |         | 35,595  |  |   |         | 21,443  | 
|                                                                 | Management fee                   |   |                      |        |                     |   |        |        |  |   |         |        |  |   |         |        | 
|                                                                 | Real estate taxes                |   |                      | 1,163   |                     |   |        | 21      |  |   |         | 1,210   |  |   |         | 71      | 
|                                                                 | Insurance                        |   |                      | 58      |                     |   |        | 57      |  |   |         | 172     |  |   |         | 172     | 
|                                                                 | Delaware franchise & excise tax  |   |                      |        |                     |   |        |        |  |   |         | 100     |  |   |         | 100     | 
|                                                                 | Tennessee franchise & excise tax |   |                      | 400     |                     |   |        | 136     |  |   |         | 1,359   |  |   |         | 536     | 
|                                                                 |                                  |   |                      |         |                     |   |        |         |  |   |         |         |  |   |         |        
|                                                                 |                                  |   | 25,494               |         |                     |   | 6,294  |         |  |   | 38,436  |         |  |   | 22,322  |        
|                                                                 |                                  |   |                      |         |                     |   |        |         |  |   |         |         |  |   |         |        
|NET INCOME (LOSS)                                                |                                  |   | (25,122              | )       |                     |   | (5,680 | )       |  |   | (36,758 | )       |  |   | (20,538 | )      
|Partners equity,                                                |                                  |   |                      |         |                     |   |        |         |  |   |         |         |  |   |         |        
|                                                                 | Beginning of period              |   |                      | 515,657 |                     |   |        | 445,856 |  |   |         | 527,293 |  |   |         | 460,714 | 
|Capital distribution                                             |                                  |   |                     |         |                     |   |       |         |  |   |        |         |  |   |        |        
|                                                                 |                                  |   |                      |         |                     |   |        |         |  |   |         |         |  |   |         |        
|Partners equity,                                                |                                  |   |                      |         |                     |   |        |         |  |   |         |         |  |   |         |        
|                                                                 | End of period                    |   | $                    | 490,535 |                     |   | $      | 440,176 |  |   | $       | 490,535 |  |   | $       | 440,176 | 
|                                                                 |                                  |   |                      |         |                     |   |        |         |  |   |         |         |  |   |         |        
|Weighted average number
of limited partnership
units outstanding |                                  |   | 9,650                |         |                     |   | 9,650  |         |  |   | 9,650   |         |  |   | 9,650   |        
|                                                                 |                                  |   |                      |         |                     |   |        |         |  |   |         |         |  |   |         |        
|Income (loss) from operations
per limited partnership
interest   |                                  | $ | (2.60                | )       |                     | $ | (0.59  | )       |  | $ | (3.81   | )       |  | $ | (2.13   | )      
|                                                                 |                                  |   |                      |         |                     |   |        |         |  |   |         |         |  |   |         |        

See notes to financial statements.





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EXHIBIT A

SOUTHEAST ACQUISITIONS II, LP




STATEMENTS OF CASH FLOWS


(UNAUDITED)


|                                                                     |                                                                             |                                                   |         |                     |         |      |         |         |         |  
|-------------------------------------------------------------------- | --------------------------------------------------------------------------- | ------------------------------------------------- | ------- | ------------------- | ------- | ---- | ------- | ------- | ------- | -
|                                                                     |                                                                             |                                                   |         | FOR THE NINE MONTHS
|                                                                     |                                                                             |                                                   |         | ENDED SEPTEMBER 30 
|                                                                     |                                                                             |                                                   |         |                    
|                                                                     |                                                                             |                                                   |         | 2003                |         | 2002
|                                                                     |                                                                             |                                                   |         |                     |         |     
|CASH FLOWS FROM OPERATING ACTIVITIES:                                |                                                                             |                                                   |         |                     |         |      |         |        
|                                                                     | Interest income received                                                    |                                                   | $       | 1,678               |         |      | $       | 1,784   |        
|                                                                     | Cash paid for operating expenses                                            |                                                   |         | (45,330             | )       |      |         | (58,965 | )      
|                                                                     |                                                                             |                                                   |         |                     |         |      |         |        
|                                                                     |                                                                             | Net cash used in operating activities             |         |                     | (43,652 | )    |         |         | (57,181 | )
|Cash, beginning of period                                            |                                                                             |                                                   | 176,824 |                     |         |      | 137,633 |        
|                                                                     |                                                                             |                                                   |         |                     |         |      |         |        
|Cash, end of period                                                  |                                                                             | $                                                 | 133,172 |                     |         | $    | 80,452  |        
|                                                                     |                                                                             |                                                   |         |                     |         |      |         |        
|RECONCILIATION OF NET LOSS TO NET CASH USED IN
OPERATING ACTIVITIES: |                                                                             |                                                   |         |                     |         |      |         |        
|                                                                     | Net loss                                                                    |                                                   | $       | (36,758             | )       |      | $       | (20,538 | )      
|                                                                     | Adjustments to reconcile net loss to net
cash used in operating activities: |                                                   |         |                     |         |      |         |         |        
|                                                                     |                                                                             | Decrease in accounts payable and accrued expenses |         |                     | (6,836  | )    |         |         | (36,585 | )
|                                                                     |                                                                             | Increase in prepaid expenses                      |         |                     | (58     | )    |         |         | (58     | )
|                                                                     |                                                                             |                                                   |         |                     |         |      |         |        
|                                                                     |                                                                             | Net cash used in operating activities             |         | $                   | (43,652 | )    |         | $       | (57,181 | )
|                                                                     |                                                                             |                                                   |         |                     |         |      |         |        

See notes to financial statements.





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SOUTHEAST ACQUISITIONS II, LP
(A Limited Partnership)




NOTES TO FINANCIAL STATEMENTS

For the Nine Months Ended September 30, 2003
(Unaudited)

A. ACCOUNTING POLICIES



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | The unaudited financial statements presented herein have been prepared in
accordance with the instructions to Form 10-Q and do not include all of
the information and note disclosures required by accounting principles
generally accepted in the United States of America. These statements
should be read in conjunction with the financial statements and notes
thereto included in the Partnerships Form 10-K for the year ended
December 31, 2002. In the opinion of management, such financial
statements include all adjustments, consisting only of normal recurring
adjustments, necessary to summarize fairly the Partnerships financial
position and results of operations. The results of operations for the
nine-months ended September 30, 2003 may not be indicative of the results
that may be expected for the year ending December 31, 2003.

B. RELATED PARTY TRANSACTIONS



| |                                                                                                                                                                                              
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | The General Partner and its affiliates have been actively involved
in managing the
Partnerships operations. Compensation earned for these services in the
first nine months
were as follows:

|               |  |      |       |      |  |   |       | 
|-------------- |  | ---- | ----- | ---- |  | - | ----- | 
|               |  | 2003 |       | 2002
|               |  |      |       |     
|Reimbursements |  | $    | 1,270 |      |  | $ | 1,359 |