SECURITIES AND EXCHANGE COMMISSION

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

SOUTHEAST ACQUISITIONS II, L.P.

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 o

Indicate by check mark whether the registrant is an accelerated filer (as defined in Exchange Act Rule 12-b2) Yes o No x

Table of Contents

PART I - FINANCIAL INFORMATION

Item 1 - Financial Statements

     The unaudited financial statements of Southeast Acquisitions II, L.P. (the “Partnership”) at September 30, 2004 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, 2004, there remains approximately 43 acres of Rutherford County, Tennessee property.

     Results of Operations for Third Quarter of 2004 Compared with Third Quarter of 2003

     The Partnership activities for the third quarter of 2004 and the third quarter of 2003 were focused on the sale of Partnership property. During the third quarter of 2004 the Partnership sold approximately 1.88 acres of its Rutherford County, Tennessee Property for a sales price of $995,000. As part of the contract the Partnership agreed to give the purchaser a $30,000 underground storm detention allowance and a $20,000 landscaping allowance. The storm detention allowance and landscaping allowance were both credited to the Purchaser at closing. The Partnership also agreed to pay for site preparation for the land, which included grading, water and sewer extension and paving. The cost to the Partnership was $137,384. An additional $113,108 was spent for road and utility extension next to the site. There were no land sales during the third quarter of 2003. The Partnership received $538 in interest income during the third quarter of 2004 as compared to $372 during the same quarter of 2003. The increase in interest earned is a result of having a higher average cash reserve during the third quarter of 2004 compared to the same quarter of 2003.

     Expenses in the third quarter of 2004 included general and administrative expenses of $16,992 versus $23,873 in the third quarter of 2003. The 2003 expenses included 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 2004. The general and administrative expenses in the third quarter of 2004 included $6,085 in legal fees in the third quarter of 2004 related to the above mentioned sale. There were no legal fees in the third quarter of 2003. The Tennessee franchise and excise taxes in the third quarter of 2004 were $38,710 as compared to $400 paid for the same quarter in 2003. The increase was due to the taxes due on the above mentioned sale. There were no such sales during the third quarter of 2003.

Real estate taxes in the third quarter of 2004 were $6,694 compared to $1,163 in the third quarter of 2003. This increase was primarily the result of 10.9 acres of land being re-zoned as commercial property when the connecting property was sold during the third quarter of 2004. The Partnership also had to pay rollback taxes on this property for years 2002 and 2003. Insurance in the third quarter of 2004 was $56 compared to $58 in the third quarter of 2003.

     Inflation did not have any material impact on operations during the third quarter of 2004, and it is not expected to materially impact future operations.

     Liquidity and Capital Resources

     The Partnership has cash reserves of $144,962 at September 30, 2004, 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 $40,010 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 2004.

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 2004.

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)

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.

EXHIBIT A

SOUTHEAST ACQUISITIONS II, LP

BALANCE SHEETS

See notes to financial statements.

EXHIBIT A

SOUTHEAST ACQUISITIONS II, LP
STATEMENTS OF OPERATIONS AND PARTNERS’ EQUITY
(UNAUDITED)

See notes to financial statements.

EXHIBIT A

SOUTHEAST ACQUISITIONS II, LP
STATEMENTS OF CASH FLOWS
(UNAUDITED)

See notes to financial statements.

SOUTHEAST ACQUISITIONS II, LP
(A Limited Partnership)

NOTES TO FINANCIAL STATEMENTS

For the Nine Months Ended September 30, 2004
(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, 2003. 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, 2004 may not be indicative of the results that may be expected for the year ending December 31, 2004.

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: