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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
Form 10-Q

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

SOUTHEAST ACQUISITIONS II, L.P.

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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PART I — FINANCIAL INFORMATION

Item 1 — Financial Statements

     The unaudited financial statements of Southeast Acquisitions II, L.P. (the “Partnership”) at September 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 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, 2002, there remains approximately 46 acres of Rutherford County, Tennessee property.

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

     The Partnership activities for the third quarter of 2002 and the third quarter of 2001 were focused on the sale of Partnership property. During the third quarter of 2002, as in 2001, there were no sales. However, the Partnership did receive interest income of $614 as compared to $1,180 of interest earned in the third quarter of 2001. The decrease in interest earned is a result of having a lower average cash reserve during the third quarter of 2002 compared to the same quarter of 2001. In the third quarter of 2001 the Partnership received other income of $100 as independent consideration for the Partnership’s willingness to execute a sales agreement. There were no such fees received during the third quarter of 2002.

     On August 2, 2002, the Partnership executed a contract to sell a fractional acre for a roadway easement on the Rutherford County, Tennessee Property. This sale closed on October 25, 2002 for a sales price of $112,385. The $97,794 gain from this sale will be recognized in the fourth quarter of 2002. On October 21, 2002, the Partnership executed a contract to sell all of the remaining land. This sale could close as early as March 2003. However, the contract allows for two extensions, which could extend the closing to as late as September 2003. The sales price varies from $121,968 per acre to $130,680 per acre, depending upon when the sale takes place. However, contract contingencies could allow the purchaser to terminate the agreement. There can be no assurance that this transaction will close.

     Expenses in the third quarter of 2002 included general and administrative expenses of $6,080 versus $3,987 in the third 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

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acre for a roadway easement on the Rutherford County, Tennessee Property. There were no such fees in the third quarter of 2001. In addition, the Partnership paid $136 for the third quarter 2002 estimated Tennessee franchise and excise taxes, as compared to $857 paid for the same quarter in 2001. Real estate taxes in the third quarter of 2002 were $21 compared to $22 in the third quarter of 2001. Insurance in the third quarter of 2002 was $57 compared to $17 in the third quarter of 2001.

     Inflation did not have any material impact on operations during the third quarter of 2002, and it is not expected to materially impact future operations.

     Liquidity and Capital Resources

     The Partnership has cash reserves of $80,452 at September 30, 2002, which will be used to cover the following estimated 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 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) and 15d-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 (including its consolidated subsidiaries) 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 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 third quarter of 2002.

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Item 5 — Other Information

     None

Item 6 — Exhibits and Reports on Form 8-K

Reports on Form 8-K

     None

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

Exhibit Numbers		Description			Page Number
99.1		Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant 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.

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CERTIFICATION

     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 registrant as of, and for, the periods presented in this quarterly report;

     4.     The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

	a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, 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 functions);

	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 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.

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CERTIFICATION

     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 registrant as of, and for, the periods presented in this quarterly report;

     4.     The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

	a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, 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 functions);

	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 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.

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EXHIBIT A

SOUTHEAST ACQUISITIONS II, LP

BALANCE SHEETS

See notes to financial statements.

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EXHIBIT A

SOUTHEAST ACQUISITIONS II, LP

See notes to financial statements.

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EXHIBIT A

SOUTHEAST ACQUISITIONS II, LP

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, 2002
(Unaudited)