SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________________
FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report:
December 30, 1997
Southeast Acquisitions II, L.P.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of
incorporation or organization)
0-17680 23-2498841
(Commission File Number) (I.R.S. Employer Identification
Number)
Suite 115
301 South Perimeter Park Drive
Nashville, TN
(Address of principal executive offices)
37211
(Zip Code)
615-833-8716
(Registrant's telephone number)
250 King of Prussia Road
Radnor, PA 19087
(Former Address)
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Item 4. Changes in Registrant's Certifying Accountants.
On November 25, 1997, the Registrant filed with the Securities
and Exchange Commission its Current Report on Form 8-K relating to a change
in certifying accountants. The Registrant is now amending that report to
add the following paragraph to Item 4 thereof:
The Registrant has not consulted with Williams, Benator & Libby,
LLP, the Registrant's new accountants, at any time during the past two
fiscal years and the subsequent interim periods, regarding either the
application of an accounting principle, the type of opinion that would be
rendered on the Registrant's financial statements, or any matter that was
the subject of disagreement with the Registrant's prior accountants.
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act
of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned thereunto duly authorized.
Southern Management Group, LLC, general
partner
Date: December 30, 1997 By: /s/ Richard W. Sorenson
Richard W. Sorenson
President and Member