SecProbe.io

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Mail Stop 4561

      							July 21, 2005

Via U.S. Mail and Fax (615) 242-7331
Ms. Laura E. Ristvedt
Principal Financial Officer
Southern Management Group, LLC
4011 Armory Oaks Dr.
Nashville, TN 37204

	RE:	Southeast Acquisitions II, L.P.
      Form 10-K for the fiscal year ended December 31, 2004
		Filed March 31, 2005
		Form 10-Q for the quarterly period ended March 31, 2005
		File No. 0-17680

Dear Ms. Ristvedt:

      We have reviewed the above referenced filings and have the
following comments.  Where indicated, we think you should revise
your
documents in response to these comments.  If you disagree, we will
consider your explanation as to why our comment is inapplicable or
a
revision is unnecessary.  Please be as detailed as necessary in
your
explanation.  In some of our comments, we may ask you to provide
us
with information so we may better understand your disclosure.
After
reviewing this information, we may raise additional comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your
filings.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

Item 7. Management`s Discussion and Analysis of Financial
Condition
and Results of Operations

2004 Compared to 2003, page 6

1. Clarify to us the terms of the sale of the 1.88 acres during
2004.
Specifically address whether there is any continuing involvement
and
how you have considered the provisions of paragraphs 25 and
following
of SFAS 66 in your determination of the proper accounting for the
transaction.

Item 15. Exhibits, Financial Statement Schedules, and Reports on
Form
8-K

Exhibit 31

2. We note that the certifications filed as Exhibit 31.1 to your
Form
10-K are not in the proper form.  The required certifications must
be
in the exact form prescribed; the wording of the required
certifications may not be changed in any respect.  Certain
portions
of the certifications relating to internal control over financial
reporting may be omitted as stated in Section III.E of SEC Release
No. 33-8238.  Accordingly, please file an amendment to your Form
10-K
that includes the entire filing together with the certifications
of
your current Principal Executive Officer and Principal Financial
Officer in the form currently set forth in Item 601(b)(31) of
Regulation S-K.  You should also revise your disclosure relating
to
Controls and Procedures included in Item 7 of your filing to
reflect
the corrected wording of the certifications.

*    *    *    *

      As appropriate, please amend your filings and respond to
these
comments within 10 business days or tell us when you will provide
us
with a response.  You may wish to provide us with marked copies of
the amendment to expedite our review.  Please furnish a cover
letter
with your amendment that keys your responses to our comments and
provides any requested information.  Detailed cover letters
greatly
facilitate our review.  Please understand that we may have
additional
comments after reviewing your amendment and responses to our
comments.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings to be certain that the
filings include all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment decision.  Since the
company and its management are in possession of all facts relating
to
a company`s disclosure, they are responsible for the accuracy and
adequacy of the disclosures they have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that

* the company is responsible for the adequacy and accuracy of the
disclosure in the filings;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filings; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filings or
in
response to our comments on your filings.

      You may contact William Demarest, Staff Accountant, at (202)
551-3432 or me at (202) 551-3486 with any questions.

							Sincerely,

							Daniel L. Gordon
							Branch Chief

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Ms. Laura Ristvedt
Southeast Acquisitions II, L.P.
July 21, 2005
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