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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 JUNE 30, 2002.                    
|  |  |                                                                                                                                                          
|  |  | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD
FROM JANUARY 1, 2002 TO JUNE 30, 2002.

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 (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 (b) has been subject to such
filing requirements for the past 90 days.   Yes X              No





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TABLE OF CONTENTS



|                                              |  |  |  |  |  |  |  | 
|--------------------------------------------- |  |  |  |  |  |  |  | 
|PART I  FINANCIAL INFORMATION               
|PART II  OTHER INFORMATION                  
|SIGNATURE                                    
|SOUTHEAST ACQUISITIONS II, LP                
|STATEMENTS OF OPERATIONS AND PARTNERS EQUITY
|STATEMENTS OF CASH FLOWS                     
|NOTES TO FINANCIAL STATEMENTS                



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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 June 30, 2002 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. At June 30, 2002 there remains approximately 46 acres of Rutherford
County, Tennessee property.

Results of Operations for Second Quarter of 2002 Compared with Second
Quarter of 2001

The Partnership activities for the second quarter of 2002 and the second
quarter of 2001 were focused on the sale of Partnership property. During the
second quarter of 2002, there were no sales. In the second quarter of 2001, the
Partnership received $60,300 in extension fee income as the result of a
cancelled purchase contract on the remaining Rutherford County Property. The
Partnership also received $2,091 in interest income on these extension fees.
Income during the second quarter of 2002 consisted of interest income of $581
as compared to $753 of interest earned in the second quarter of 2001. The
decrease in interest earned is a result of having a lower average cash reserve
during the second quarter of 2002 compared to the same quarter of 2001.

Expenses in the second quarter of 2002 included general and administrative
expenses of $7,931 versus $6,667 in the second quarter of 2001. The increase
was primarily due to legal fees for the review and discussion of a rock
removal agreement and a proposed contract to sell a fractional acre for a
roadway easement on the Rutherford County, Tennessee property. There were no
such fees in the second quarter of 2001. In addition, the Partnership paid
$400 for the second quarter 2002 estimated Tennessee franchise and excise taxes
as compared to $858 paid in the second quarter of 2001. Real estate taxes in
the second quarter of 2002 were $25 compared with $21 in the second quarter of
2001. Insurance in the second quarter of 2002 was $58 compared with $18 in the
second quarter of 2001. During the second quarter of 2002, as in 2001, the
Partnership paid $100 for Delaware franchise and excise tax.

Inflation did not have any material impact on operations during 2002 and
it is not expected to materially impact future operations.





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Liquidity and Capital Resources

The Partnership had cash reserves of $82,598 at June 30, 2002, which will
be used to cover the following estimated annual costs: accounting fees of
$15,800, legal fees of $5,000, insurance costs of $230, property taxes of $100,
Tennessee franchise taxes of $1,600 and other administrative costs of $21,000.
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 Properties 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 Properties or incur indebtedness on unfavorable terms.




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 second
quarter of 2002.

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.

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

No matters were submitted to the Partners for a vote during the second
quarter of 2002.

Item 5  Other Information

None

Item 6  Exhibits and Reports on Form 8-K

None





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

|                |  |             |  |            
|--------------- |  | ----------- |  | -----------
|Exhibit Numbers |  | Description |  | Page Number
|                |  |             |  |            
|                |  |             |  |            





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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 person on behalf of the
Registrant and in the capacities and on the date indicated.

|                                           |  |                                           |  |              
|------------------------------------------ |  | ----------------------------------------- |  | -------------
|Signature                                  |  | Title                                     |  | Date         
|                                           |  |                                           |  |              
|/s/ Richard W. SorensonRichard W. Sorenson |  | President,
Southern Management
Group, LLC |  | July 25, 2002





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EXHIBIT A




SOUTHEAST ACQUISITIONS II, LP

BALANCE SHEETS

|                                      |                                            |                                  |         |         |             |   |              |         |  |  | 
|------------------------------------- | ------------------------------------------ | -------------------------------- | ------- | ------- | ----------- | - | ------------ | ------- |  |  | 
|                                      |                                            |                                  |         |         | JUNE 30,    |   | DECEMBER 31,
|                                      |                                            |                                  |         |         | 2002        |   | 2001        
|                                      |                                            |                                  |         |         | (Unaudited) |   |              |         | 
|                                      |                                            |                                  |         |         |             |   |             
|                                      |                                            |                                  | ASSETS  |         |             |   |              |         |  |  | 
|Land held for sale                    |                                            | $                                | 372,717 |         |             | $ | 372,717      |        
|Cash and cash equivalents             |                                            |                                  | 82,598  |         |             |   | 137,633      |        
|Accounts receivable                   |                                            |                                  | 75      |         |             |   |             |        
|Prepaid insurance                     |                                            |                                  | 115     |         |             |   |             |        
|                                      |                                            |                                  |         |         |             |   |              |        
|                                      |                                            | $                                | 455,505 |         |             | $ | 510,350      |        
|                                      |                                            |                                  |         |         |             |   |              |        
|                                      |                                            | LIABILITIES AND PARTNERS EQUITY |         |         |             |   |              |         |  | 
|Accounts payable and accrued expenses |                                            | $                                | 9,649   |         |             | $ | 49,636       |        
|Partners equity:                     |                                            |                                  |         |         |             |   |              |        
|                                      | General partner                            |                                  |         | 47,452  |             |   |              | 47,601  | 
|                                      | Limited partners (9,650 units outstanding) |                                  |         | 398,404 |             |   |              | 413,113 | 
|                                      |                                            |                                  |         |         |             |   |              |        
|                                      |                                            |                                  | 445,856 |         |             |   | 460,714      |        
|                                      |                                            |                                  |         |         |             |   |              |        
|                                      |                                            | $                                | 455,505 |         |             | $ | 510,350      |        
|                                      |                                            |                                  |         |         |             |   |              |        

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 SIX MONTHS
|                                                                 |                                         |   | ENDED JUNE 30        |         | ENDED JUNE 30     
|                                                                 |                                         |   |                      |         |                   
|                                                                 |                                         |   | 2002                 |         | 2001               |   | 2002   |         | 2001
|                                                                 |                                         |   |                      |         |                    |   |        |         |     
|REVENUES:                                                        |                                         |   |                      |         |                    |   |        |         |      |   |         |         |  |   |            |          
|                                                                 | Gain on sale of land                    |   | $                    |        |                    |   | $      |        |      |   | $       |        |  |   | $          | 1,918,254 | 
|                                                                 | Extension fee income                    |   |                      |        |                    |   |        | 60,300  |      |   |         |        |  |   |            | 60,300    | 
|                                                                 | Interest income related to sale of land |   |                      |        |                    |   |        | 2,091   |      |   |         |        |  |   |            | 12,246    | 
|                                                                 | Interest income                         |   |                      | 581     |                    |   |        | 753     |      |   |         | 1,170   |  |   |            | 15,806    | 
|                                                                 | Other income                            |   |                      |        |                    |   |        |        |      |   |         |        |  |   |            |          | 
|                                                                 |                                         |   |                      |         |                    |   |        |         |      |   |         |         |  |   |            |          
|                                                                 |                                         |   | 581                  |         |                    |   | 63,144 |         |      |   | 1,170   |         |  |   | 2,006,606  |          
|                                                                 |                                         |   |                      |         |                    |   |        |         |      |   |         |         |  |   |            |          
|EXPENSES:                                                        |                                         |   |                      |         |                    |   |        |         |      |   |         |         |  |   |            |          
|                                                                 | General and administrative              |   |                      | 7,931   |                    |   |        | 6,667   |      |   |         | 15,363  |  |   |            | 13,829    | 
|                                                                 | Management fee                          |   |                      |        |                    |   |        |        |      |   |         |        |  |   |            |          | 
|                                                                 | Real estate taxes                       |   |                      | 25      |                    |   |        | 21      |      |   |         | 50      |  |   |            | 42        | 
|                                                                 | Insurance                               |   |                      | 58      |                    |   |        | 18      |      |   |         | 115     |  |   |            | 36        | 
|                                                                 | Delaware franchise & excise tax         |   |                      | 100     |                    |   |        | 100     |      |   |         | 100     |  |   |            | 100       | 
|                                                                 | Tennessee franchise & excise tax        |   |                      | 400     |                    |   |        | 858     |      |   |         | 400     |  |   |            | 43,563    | 
|                                                                 |                                         |   |                      |         |                    |   |        |         |      |   |         |         |  |   |            |          
|                                                                 |                                         |   | 8,514                |         |                    |   | 7,664  |         |      |   | 16,028  |         |  |   | 57,570     |          
|                                                                 |                                         |   |                      |         |                    |   |        |         |      |   |         |         |  |   |            |          
|NET INCOME (LOSS)                                                |                                         |   | (7,933               | )       |                    |   | 55,480 |         |      |   | (14,858 | )       |  |   | 1,949,036  |          
|Partners equity,                                                |                                         |   |                      |         |                    |   |        |         |      |   |         |         |  |   |            |          
|                                                                 | Beginning of period                     |   |                      | 453,789 |                    |   |        | 415,298 |      |   |         | 460,714 |  |   |            | 1,030,742 | 
|Capital distribution                                             |                                         |   |                     |         |                    |   |       |         |      |   |        |         |  |   | (2,509,000 | )        
|                                                                 |                                         |   |                      |         |                    |   |        |         |      |   |         |         |  |   |            |          
|Partners equity,                                                |                                         |   |                      |         |                    |   |        |         |      |   |         |         |  |   |            |          
|                                                                 | End of period                           |   | $                    | 445,856 |                    |   | $      | 470,778 |      |   | $       | 445,856 |  |   | $          | 470,778   | 
|                                                                 |                                         |   |                      |         |                    |   |        |         |      |   |         |         |  |   |            |          
|Weighted average number
of limited partnership
units outstanding |                                         |   | 9,650                |         |                    |   | 9,650  |         |      |   | 9,650   |         |  |   | 9,650      |          
|                                                                 |                                         |   |                      |         |                    |   |        |         |      |   |         |         |  |   |            |          
|Income (loss) from operations
per limited partnership
interest   |                                         | $ | (0.82                | )       |                    | $ | 5.75   |         |      | $ | (1.54   | )       |  | $ | 201.97     |          
|                                                                 |                                         |   |                      |         |                    |   |        |         |      |   |         |         |  |   |            |          

See notes to financial statements.





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EXHIBIT A

SOUTHEAST ACQUISITIONS II, LP




STATEMENTS OF CASH FLOWS


(UNAUDITED)


|                                                                                            |                                                                                                    |                                                                 |         |                    |         |      |         |            |            |  
|------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------- | --------------------------------------------------------------- | ------- | ------------------ | ------- | ---- | ------- | ---------- | ---------- | -
|                                                                                            |                                                                                                    |                                                                 |         | FOR THE SIX MONTHS
|                                                                                            |                                                                                                    |                                                                 |         | ENDED JUNE 30     
|                                                                                            |                                                                                                    |                                                                 |         |                   
|                                                                                            |                                                                                                    |                                                                 |         | 2002               |         | 2001
|                                                                                            |                                                                                                    |                                                                 |         |                    |         |     
|CASH FLOWS FROM OPERATING ACTIVITIES:                                                       |                                                                                                    |                                                                 |         |                    |         |      |         |           
|                                                                                            | Proceeds from sale of land, net of previously escrowed cash                                        |                                                                 | $       |                   |         |      | $       | 2,305,720  |           
|                                                                                            | Extension fees received                                                                            |                                                                 |         |                   |         |      |         | 60,300     |           
|                                                                                            | Interest income received                                                                           |                                                                 |         | 1,170              |         |      |         | 90,974     |           
|                                                                                            | Cash paid for operating expenses                                                                   |                                                                 |         | (56,205            | )       |      |         | (27,723    | )         
|                                                                                            |                                                                                                    |                                                                 |         |                    |         |      |         |           
|                                                                                            |                                                                                                    | Net cash (used in) provided by
operating activities             |         |                    | (55,035 | )    |         |            | 2,429,271  |  
|CASH FLOWS FROM FINANCING ACTIVITIES:                                                       |                                                                                                    |                                                                 |         |                    |         |      |         |           
|                                                                                            | Distribution to limited partners                                                                   |                                                                 |         |                   |         |      |         | (2,509,000 | )         
|                                                                                            |                                                                                                    |                                                                 |         |                    |         |      |         |           
|                                                                                            |                                                                                                    | Decrease in cash                                                |         |                    | (55,035 | )    |         |            | (79,729    | )
|Cash, beginning of period                                                                   |                                                                                                    |                                                                 | 137,633 |                    |         |      | 219,224 |           
|                                                                                            |                                                                                                    |                                                                 |         |                    |         |      |         |           
|Cash, end of period                                                                         |                                                                                                    | $                                                               | 82,598  |                    |         | $    | 139,495 |           
|                                                                                            |                                                                                                    |                                                                 |         |                    |         |      |         |           
|RECONCILIATION OF NET (LOSS) INCOME TO NET CASH (USED IN)
PROVIDED BY OPERATING ACTIVITIES: |                                                                                                    |                                                                 |         |                    |         |      |         |           
|                                                                                            | Net (loss) income                                                                                  |                                                                 | $       | (14,858            | )       |      | $       | 1,949,036  |           
|                                                                                            | Adjustments to reconcile net (loss) income
to net cash (used in) provided by
operating activities: |                                                                 |         |                    |         |      |         |            |           
|                                                                                            |                                                                                                    | Gain on sale of land                                            |         |                    |        |      |         |            | (1,918,254 | )
|                                                                                            |                                                                                                    | Net proceeds from sale of land, net of previously
escrowed cash |         |                    |        |      |         |            | 2,305,720  |  
|                                                                                            |                                                                                                    | (Decrease) increase in accounts payable and
accrued expenses    |         |                    | (39,987 | )    |         |            | 29,883     |  
|                                                                                            |                                                                                                    | Increase in prepaid expenses                                    |         |                    | (115    | )    |         |            | (36        | )
|                                                                                            |                                                                                                    | (Increase) decrease in interest and other receivables           |         |                    | (75     | )    |         |            | 62,922     |  
|                                                                                            |                                                                                                    |                                                                 |         |                    |         |      |         |           
|                                                                                            |                                                                                                    | Net cash (used in) provided by operating
activities             |         | $                  | (55,035 | )    |         | $          | 2,429,271  |  
|                                                                                            |                                                                                                    |                                                                 |         |                    |         |      |         |           

See notes to
financial statements.





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SOUTHEAST ACQUISITIONS II, LP
(A Limited Partnership)




NOTES TO FINANCIAL STATEMENTS

For the Six Months Ended June 30, 2002
(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 generally accepted accounting principles. 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, 2001. 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
six-months ended June 30, 2002 may not be indicative of the results
that may be expected for the year ending December 31, 2002.
| |  |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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 six months were as follows:
| |  |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|               |  |      |     |      |  |   |         | 
|-------------- |  | ---- | --- | ---- |  | - | ------- | 
|               |  | 2002 |     | 2001
|               |  |      |     |     
|Reimbursements |  | $    | 965 |      |  | $ | 866     | 
|Commissions    |  | $    | -0- |      |  | $ | 261,405 |