SecProbe.io

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October 19, 2005

Celeste Murphy
Office of Mergers and Acquisitions
Securities and Exchange Commission
100 F Street, NE
Washington, D.C. 20549

Re: Southeast Acquisitions II, L.P., Schedule TO-T filed September 28, 2005
by MacKenzie Patterson Fuller, Inc. and its affiliates, the Purchasers;
SEC File No. 005-81005

Dear Ms. Murphy:

Thank you for your letter dated October 11, 2005 regarding our recent Schedule
TO-T. I will respond to the questions you asked in your letter in the order in
which you posed them.

1.       We do not believe Unit holders would ever have to pay such fees. This
         could only be an issue when a security can be held in "street name" by
         a brokerage firm. We believe that all of the Units of this Partnership
         are held in the name of the record holder (they are not DTC-eligible
         and do not have a CUSIP number).

2.       We do not have any information from the general partner or otherwise
         regarding the sale. Our only information comes from documents filed by
         the Partnership with the Commission.

3.       We do not believe the conditions are so broad as to make the Offer
         illusory or unclear. Nonetheless, we hereby confirm our understanding
         of the staff's previously stated position that we must promptly advise
         Unitholders as to how we intend to proceed if we believe an event
         implicates a condition.

4.       Of course if our determination were challenged and a court ordered us
         to change it, we would be in violation of that court order if we did
         not. The point of this statement is that we are the ones who determine
         whether a condition has been triggered and the tendering unitholders do
         not. They are of course free to challenge that determination in a court
         of law if it does not comport with the language of the condition.

Closing paragraphs: While acknowledging the Staff's positions, and without
implying any specific issue with such position, we respectfully decline to make
the statements requested. There is no requirement that we do so. To the extent
the requested statements are accurate statements of applicable law, there is no
reason to obtain from bidders a recitation of such law. To the extent the
statements go beyond applicable law or reflect interpretations of law that may
be open to dispute, it would not be fair or appropriate to require bidders to
make statements that might prejudice their right to take a contrary position at
some later time, if the occasion arose.

Please let me know if you have any questions or further comments.

Very Truly Yours,
/s/ Chip Patterson
Senior Vice President and General Counsel
(925) 631-9100 ext. 206
(925) 871-4046 (Fax)
chip@mpfi.com
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