<PAGE>   1

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-K
                  Annual Report Pursuant to Section 13 or 15(d)
                     of the Securities Exchange Act of 1934

(Mark one)

[ X ] Annual report pursuant to section 13 or 15(d) of the Securities Exchange
      Act of 1934 [Fee Required]
For the fiscal year ended December 31, 2000 or

[ ] Transition report pursuant to section 13 or 15(d) of the Securities Exchange
    Act of 1934 [No Fee Required]
For the transition period from _______________ to _______________

Commission File Number 33-30312
                       --------

                INTERSTATE LAND INVESTORS II LIMITED PARTNERSHIP
             (Exact name of Registrant as specified in its charter)

     North Carolina                                        56-1669199
-------------------------                   ------------------------------------
(State of Organization)                     (I.R.S. Employer Identification No.)

201 N. Tryon St., Charlotte, North Carolina                           28202
-------------------------------------------                         ----------
(Address of principal executive offices)                            (Zip Code)


        Registrant's telephone number, including area code (704) 379-9164
                                                           --------------

        Securities Registered Pursuant to Section 12(b) of the Act: NONE
                                                                   ------

        Securities Registered Pursuant to Section 12(g) of the Act: NONE
                                                                   ------

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
     -----    ---


Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]

State the aggregate market value of the voting stock held by non-affiliates of
the registrant. The aggregate market value shall be computed by reference to the
price at which the stock was sold, or the average bid and asked prices of such
stock, as of a specified date within 60 days prior to the date of filing. (See
definition of affiliate in Rule 405.) Not applicable as all securities are
non-voting.

Indicate the number of shares outstanding of each of the issuers' classes of
common stock as of the latest practicable date

              7,650 limited partnership units as of March 22, 2001

Documents Incorporated by Reference:  See Item 14

                    Page 1 of 12 sequentially numbered pages


<PAGE>   2


                                     PART I

ITEM 1 - BUSINESS

         Interstate Land Investors II (the "Registrant" or the "Partnership") is
a North Carolina limited partnership organized as of July 27, 1989 to acquire
for investment and dispose of three tracts of undeveloped land located in York
County, South Carolina (the "Property"). The Property consists of "Tract 1"
(which was subdivided as discussed below), an approximately 91.64 acre tract
fronting on Interstate 77 and Gold Hill Road; "Tract 2", an adjoining (but non
contiguous) approximately 76.74 acre tract with frontage entirely on Interstate
77; and "Tract 3", an approximately 20 acre tract located on U.S. Highway 21 and
contiguous to Tract 2. The General Partners of the Registrant were Performance
Investments, Inc., a North Carolina corporation ("PII"), William Garith Allen
("Allen") and ISC Realty Corporation, a North Carolina corporation ("ISCR").
Allen is the President, a director and a 50% shareholder of PII. ISCR is a North
Carolina corporation wholly owned by Wachovia Securities Inc. ("WSI"). Effective
January 1, 1992, ISCR and Allen assumed the role of co-managing general partner
and PII was converted to a Class A limited partner. In 1997, Allen executed an
assignment of his partnership interests and forfeited his right to subordinated
returns by transferring his interest and PII's interest to ISCR.

         The Registrant offered (the "Offering") a minimum of 5,406 units of
Class A Limited Partnership Interests and a maximum of 9,588 units of Class A
Limited Partnership Interests (the "Units") at $1,000 per Unit pursuant to a
Registration Statement effective September 29, 1989, filed under the Securities
Act of 1933, as amended (the "Act"). As of November 3, 1989, the Registrant had
received aggregate subscriptions for 5,406 Units and accordingly, on November 3,
1989, subscriptions for 5,406 Units were accepted and the Initial Closing
occurred under the Offering and 527 investors were admitted to the Partnership
as Limited Partners. Of the $5,402,640 in gross proceeds received in connection
with the Initial Closing (which amount equals subscription payments for 5,406
Units at $1,000 each less discounts on the purchase of certain Units as
described in the Registration Statement), $668,458 had been applied to sales
commissions and to organization and offering expenses. The balance of the gross
proceeds, $4,734,182, was used to purchase Tracts 2 and 3 and provide working
capital.

         Tract 2 was acquired by the Registrant pursuant to an Option Agreement
that was originally obtained by Performance Service and Finance, Inc. ("PSF")
from unaffiliated individuals. This Option Agreement was subsequently assigned
by PSF to PII and then assigned by PII to the Registrant. Tract 2 was acquired
from unrelated individuals for a purchase price of $2,855,223. In addition, the
Partnership reimbursed PII $116,000 for its carrying costs associated with the
Option Agreement and paid PII $181,363 in additional consideration as an
assignment fee. The total amount paid by the Registrant for Tract 2 was
$3,152,586, not including certain miscellaneous closing costs.

         The Registrant acquired Tract 3 pursuant to an Option Agreement that
was originally obtained by Gold Hill Investment Associates ("Gold Hill"). The
Option Agreement was subsequently assigned by Gold Hill to the Registrant. The
Registrant acquired Tract 3 from an unaffiliated unrelated entity for a purchase
price of $1,400,000. In addition, the Registrant reimbursed Gold Hill $10,750
for its carrying costs associated with the Option Agreement and an



                                       2
<PAGE>   3

additional $14,094 in additional consideration as an assignment fee. The total
amount paid by the Registrant for Tract 3 was $1,424,844, not including certain
miscellaneous closing costs.

         Gold Hill is a North Carolina partnership of which Gold Hill Limited
Partnership, an affiliate of Allen, is a partner. Tract 1 was purchased by Gold
Hill from an unrelated entity in December, 1986 for a purchase price of
$1,800,000. Gold Hill Limited Partnership had an option, until June 30, 1990, to
acquire the partnership interests of the remaining unrelated entities in Gold
Hill, and thus become the sole owner of Tract 1. The Registrant had secured an
option (see discussion below) to purchase Tract 1 from Gold Hill at a purchase
price of $3,622,500.

         During July, 1990, the Registrant requested and received approval from
the limited partners to extend the Partnership offering from July 31, 1990 until
December 31, 1990. During July and August 1990, the Registrant requested and
received limited partner approval to subdivide Tract 1 into four (4) separate
parcels and to allow the Registrant to acquire a portion of the property in the
event proceeds from investor subscriptions were not sufficient to acquire all of
Tract 1. In addition, the seller of Tract 1 had agreed to extend the option to
purchase Tract 1 from September 30, 1990 until December 31, 1990.

         Under the terms of the new Option, in the event the Registrant was
unable to sell the Maximum Offering Amount by December 31, 1990, but the
Registrant had sold a minimum of 7,620 units (the "Secondary Offering Amount")
then the Registrant could purchase Tracts 1A and 1D (and it must purchase Tracts
1A and 1D simultaneously). Additionally, if the Registrant had achieved the
Secondary Offering Amount, purchased Tracts 1A and 1D pursuant to the terms of
the new Option and had sold a minimum of 8,721 Units (the "Tertiary Offering
Amount") prior to December 31, 1990, then the Registrant could purchase Tract
1B. Finally, if the Registrant achieved the Tertiary Offering Amount, and
purchased Tracts 1A, 1B and 1D as herein above provided, and had sold a minimum
of 9,588 Units prior to December 31, 1990, then the Registrant could purchase
Tract 1C.

         The Registrant filed a post effective amendment to the original
prospectus in August, 1990, outlining to the SEC these modifications to the
offering and the amendment to the Partnership Agreement.

         On November 14, 1990, the Partnership received formal approval from the
SEC on the post-effective amendment filed in August, 1990. Therefore, ISCR took
additional subscriptions and was able to close on Parcels 1A and 1D on November
30, 1990. The total cost of the November 30, 1990 acquisition of Subtracts 1A
and 1D was $1,908,605 which included a purchase price of $1,906,517, plus
closing costs of $2,088. The Partnership has determined that no further Units
will be offered, sold and issued pursuant to the Prospectus. The Partnership
filed Post-effective Amendment No. 4 for the purpose of deregistering 1,938
Units of unsold Class A Limited Partnership interests.

         The Registrant's principal investment objectives are to: (1) preserve
and protect capital invested in the Registrant, (2) provide a relatively
low-risk real estate investment through debt-free ownership of the Property, (3)
provide long-term appreciation in the value of the Property, and (4) provide
protection for investors against inflation. The Registrant intends to accomplish
its objectives through holding the Property and subsequently disposing of it at
an appropriate time.



                                       3
<PAGE>   4

         The disposition of the Property by the Registrant may result in
substantial fees to the General Partner and its affiliates. Reference is made to
Item 13 herein for a description of certain transactions between the Registrant
and the General Partner and its affiliates.

         No mortgage indebtedness was incurred in connection with the
acquisition of the Property.

         The Registrant plans to hold the property for future appreciation. It
is not contemplated that the Registrant will undertake construction or
substantial improvements on the Property.

         Upon the sale of all or a portion purchased (i.e., Tracts 2, 3, 1A, and
1D) of the Property by the Registrant, the proceeds of the sale will be
distributed to the investors. The General Partner currently intends to dispose
of the Property purchased within ten to twelve years of the purchase. However,
the investors had a one-time right to direct the Registrant to dispose of the
Property upon the fifth anniversary of the Closing of the Offering (November
1994) for a price not less than $11,104,839, reduced by the net proceeds to the
Registrant from the sale of other parcels within the Property by the Registrant.
If the Registrant was unable to sell the Property by such date at such price,
Allen was obligated to either (i) purchase the Property at such price or (ii)
forfeit his entire subordinated Limited Partner interest and transfer the
remaining General Partner interest to the Limited Partners.

         The Registrant in seeking to secure purchasers for its Property will be
competing with many other real estate investment partnerships as well as
individuals, insurance companies, banks and other entities engaged in real
estate investment activities including, perhaps, certain affiliates of the
General Partner.

         The General Partner currently serves as general partner in over 5
public and private partnerships, which currently own various types of real
property. None of the prior partnerships sponsored by the General Partner or its
affiliates now contemplate the acquisition of any additional properties of the
type purchased by the Registrant. However, the General Partner or its affiliates
may sponsor additional public or private partnerships in the future. In
addition, the General Partner and its affiliates are and will continue to be
engaged in the business of real estate investment, development and management
apart from their involvement in the Registrant.

         Located immediately adjacent to the Property is an approximately 96.74
acre tract owned by Interstate Land Investors I Limited Partnership ("Interstate
I"), a North Carolina limited partnership having the same general partner as the
Registrant. Interstate I acquired the adjacent property on September 30, 1988,
for a purchase price of $4,200,000. Interstate I intends to hold the adjacent
property under the same terms and with the same investment objectives as the
Registrant intends to apply to the Property.

         The General Partner will devote only so much of its time to the
business of the Registrant as in their judgment and experience is reasonably
required. The General Partner is engaged in other activities that also require
its time and attention.



                                       4
<PAGE>   5

         As of December 31, 2000, the Registrant did not directly employ any
persons in a full-time position. Certain employees of the General Partner
performed services for the Registrant during the year.

ITEM 2 - PROPERTY

         The Property is located approximately 12 miles south of the Central
Business District of Charlotte, North Carolina along the I-77 corridor and
approximately 8 miles north of Rock Hill, South Carolina. While the Property is
located in northeastern York County, South Carolina, the Property is considered
a part of the Charlotte MSA. The Property consists of three separate tracts, all
of which are zoned for agricultural use, more particularly described as follows:

         Tract 1 (which was subdivided - See Item 1) is an approximately 91.64
acre tract located in the northeast quadrant of I-77 and Gold Hill Road in York
County, South Carolina. 16.1 acres of Tract 1 lies in a floodplain and the
remaining 76.03 acres are usable and free of rights-of-way. Tract 1 has
approximately 2,200 feet of frontage along Gold Hill Road and 3,600 feet of
frontage along I-77. Electricity and telephone are available to Tract 1.
Municipal water and sewer has been brought to the edge of the Property and would
be made available if the Property were developed. If a sale was to occur, Tract
1 zoning would revert to BD-2 and BD-3 under the York County Zoning Ordinance.
The BD-2 classification is designed to provide for the development of office and
institutional parks in areas free of general commercial activity. The BD-3
classification is designed to provide for retail establishments, such as
department stores and variety stores. Tract 1 was subdivided into four Tracts.
Tract 1A is approximately 17.0 acres; Tract 1B, approximately 24.33 acres; Tract
1C, approximately 19.08 acres; and Tract 1D, approximately 31.23 acres. Tracts
1A and 1D are owned by the Registrant.

         Tract 2 consists of approximately 76.74 acres. Tract 2 has 2,819 feet
of frontage on I-77 and is located north of Tract 1. Tract 2 is not contiguous
to Tract 1. Access to Tract 2 is through Tract 3 to U.S. Highway 21.
Additionally, Tract 2 adjoins a common boundary with the 95 acre tract of land
owned by Interstate I. Electricity and telephone are available to Tract 2. Water
is currently available to Tract 2 by extension through Tract 3. Water and sewer
will be provided by a private utility company with facilities located west of
Tract 2 on the west side of I-77. In addition, Tract 2 can be serviced by the
water and sewer facilities serving the Charlotte Knights baseball stadium. If a
sale was to occur, Tract 2 zoning would revert to UDD, urban development
district, by the York County Council. The purpose of this district is to permit
maximum flexibility in response to market demands in specific areas of the
County. Permitted uses range from residential to business development and
industrial.

         Tract 3 consists of approximately 20 acres of land fronting
approximately 400 feet on U.S. Highway 21 and being contiguous to Tract 2.
Additionally, a portion of the Property is contiguous to the tract owned by
Interstate I. Electricity, telephone, water and sewer are all available to Tract
3. If a sale was to occur, Tract 3 zoning would revert to UDD, urban development
district, by the York County, South Carolina, County Council.

         In June 2000, the Partnership entered into a contract with Greenfield
Development Company, LLC, to sell 97 acres of the 145 acres unimproved land for
approximately $4,150,000. The potential purchaser deposited $50,000 earnest
money with a title agency. Under the terms of



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<PAGE>   6

the contract, the potential purchaser had until November 6, 2000, to complete
their due diligence, however, Greenfield requested two 90-day extensions of the
closing date to provide them time to obtain a wetlands permit from the U.S. Army
Corps of Engineers which permit is necessary to allow the proposed development.
An additional $25,000 earnest money was deposited with the title agency for the
first extension and $50,000 was deposited for the second extension. The first
extension expired on March 6, 2001, making the earliest possible closing date
June 6, 2001. Crosland Commercial continues to list the property for sale and
should the Greenfield sale be consummated, will continue to market the remaining
approximate 48 acres.

ITEM 3 - LEGAL PROCEEDINGS

         None.

ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         In June 2000, an official ballot was sent to the Limited Partners
requesting that they vote their "Approval" or "Disapproval" for the proposed
sale of the property. Results of this ballot indicated 63% in favor of the
proposed sale.

                                     PART II

ITEM 5 - MARKET FOR REGISTRANT'S SECURITIES AND RELATED
         SECURITY HOLDER MATTERS

         Transfer of the Units is subject to certain restrictions contained in
the Limited Partnership Agreement. There is no established market for the Units
and it is not anticipated that any will occur in the future. The Registrant is
aware of no significant resale of Units since the Initial Closing on November 3,
1989. As of March 22, 2001, 776 persons were record owners of 7,650 Units.

         The Registrant in each year allocates to the investors and the General
Partner any net profit prior to a sale of the Property. Such allocations to the
investors are credited against the preferred return due to them on their
invested capital. Net losses for each year are also allocated to the investors
and the General Partner in accordance with their respective capital accounts.
The Registrant does not intend to make any distributions of available cash prior
to the sale of all or a portion of the Property.


                                       6
<PAGE>   7

ITEM 6 - SELECTED FINANCIAL DATA (AUDITED)

SELECTED STATEMENT OF OPERATIONS DATA

<TABLE>
<CAPTION>
                           Year ended        Year ended       Year ended        Year ended        Year ended
                          December 31,      December 31,     December 31,      December 31,      December 31,
                              2000              1999              1998              1997              1996
                           ---------         ---------         ---------         ---------         ---------
<S>                        <C>               <C>               <C>               <C>               <C>
Interest and Other         $   3,056         $   2,356         $   2,392         $   2,248         $   2,193
 Income
Property write-down                0            84,310                 0                 0                 0
Expenses                      57,177            51,880            52,506            44,332            46,116
                           ---------         ---------         ---------         ---------         ---------
Net Loss                     (54,121)         (133,834)          (50,114)          (42,084)          (43,923)
                           =========         =========         =========         =========         =========
Net Loss Allocated
 to Class A limited
 partners                    (54,121)         (133,817)          (50,108)          (42,079)          (43,918)
                           =========         =========         =========         =========         =========
Net Loss Per
 Class A limited
 partnership unit          $   (7.07)        $  (17.49)        $   (6.55)        $   (5.50)        $   (5.68)
                           =========         =========         =========         =========         =========
</TABLE>

SELECTED BALANCE SHEET DATA

<TABLE>
<CAPTION>
                        December 31,      December 31,      December 31,      December 31,      December 31,
                            2000               1999             1998              1997              1996
                         ----------        ----------        ----------        ----------        ----------
<S>                      <C>               <C>               <C>               <C>               <C>
Total Assets             $6,494,010        $6,492,936        $6,572,386        $6,569,272        $6,567,152
Total Liabilities           464,113           408,918           354,534           301,306           257,102
                         ----------        ----------        ----------        ----------        ----------
Partner's Capital        $6,029,897        $6,084,018        $6,217,852        $6,267,966        $6,310,050
                         ==========        ==========        ==========        ==========        ==========
</TABLE>


ITEM 7 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
         CONDITIONS AND RESULTS OF OPERATIONS

Liquidity and Capital Resources

         As of December 31, 2000, the Registrant had $1,649 cash and cash
equivalents on hand. Until the Registrant disposes of the Property, its only
sources of additional capital are loans. The Registrant's ability to maintain
cash adequate to meet its needs will be dependent upon the availability of
financing and successful operations of its real estate investment. The General
Partner anticipates that any future funds necessary for the operations of the
Partnership will be provided by ISCR. As of May 23, 1995, the General Partner,
ISCR, entered into a line of credit agreement in the amount of $150,000 with the
Partnership to provide additional funds as needed. In July of 1998, the line of
credit amount was increased to $175,000 and in August of 1999, the amount was
increased to $250,000. In accordance with the Partnership Agreement, ISCR is


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<PAGE>   8

entitled to accrue interest on any loans provided to the Partnership at the rate
of prime plus two percent. The balance of the note plus accrued interest at
December 31, 2000, is $289,462.

RESULTS OF OPERATIONS

COMPARISON OF THE YEAR ENDED DECEMBER 31, 2000 TO THE YEAR ENDED DECEMBER 31,
1999

         The Registrant's net loss decreased to $54,121 for the year ended
December 31, 2000, compared with $133,834 for the year ended December 31, 1999.
The majority of this improvement is attributable to the $84,310 property
write-down in 1999.

         Legal fees increased by $1,477 to $3,549 in 2000 due to the review of
the purchase contract. Interest expense increased $2,842 to $20,986. This higher
expense was due to the increased borrowings under the note to ISCR during 2000.
General and administrative expense increased $1,364 to a total of $19,697.

COMPARISON OF THE YEAR ENDED DECEMBER 31, 1999 TO THE YEAR ENDED DECEMBER 31,
1998

         The Registrant's net loss increased to $133,834 for the year ended
December 31, 1999 compared with $50,114 for the year ended December 31, 1998.
The majority of this increase is attributable to the $84,310 property write-down
in 1999.

         Legal fees decreased by $1,891 to $2,072 in 1999 due to the settlement
of the lawsuit in 1998. Interest expense increased $2,594 to $18,144. This
higher expense was due to the increased borrowings under the note to ISCR during
1999. General and administrative expense decreased $3,550 to a total of $18,333.


ITEM 8 - FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

         The response to this Item is submitted as a separate section of this
report.


ITEM 9 - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
         ACCOUNTING AND FINANCIAL DISCLOSURE

         There were no disagreements concerning the December 31, 2000, financial
statements.


                                    PART III

ITEM 10 - DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

         The Registrant has no directors or executive officers. PII, the former
managing general partner, filed for relief from creditors under Chapter 11 of
the Bankruptcy Code during 1991. Effective January 1, 1992, the general partner
interest of PII was converted to that of a Class A Limited Partner retaining the
same interest in the Partnership's net profit, losses and distributions



                                       8
<PAGE>   9

as it had as a general partner subject to the same priority of the other Class A
Limited Partners. In 1997, Allen executed an assignment of his partnership
interests and forfeited his right to subordinated returns by transferring his
interest and PII's interest to ISCR.

      Information as to ISCR, the current Managing General Partner, is as
follows:


                                            Information About Directors
Name                                          and Executive Officers
----                                        ---------------------------

J. Christopher Boone        Director and President of ISCR. He is 42 years old.

Robert B. McGuire           Treasurer of ISCR. He is 53 years old.

Michael D. Hearn            Director and Secretary of ISCR. He is 49 years old.

         J. Christopher Boone is a Managing Director of Wachovia Securities,
Inc. (WSI), an affiliate of ISCR and President of ISCR. Prior to joining the
Selling Agent in 1984, Mr. Boone was a tax specialist for Coopers & Lybrand. He
received a bachelor's degree in business administration with an emphasis in
accounting from the University of North Carolina at Chapel Hill.

         Robert B. McGuire is Treasurer of ISC Realty Corporation. In addition,
he is Senior Vice President and Treasurer of WSI. Mr. McGuire received a B.A. in
Business Administration from Furman University and a Masters in Business
Administration from Emory University.

         Michael D. Hearn has served as Secretary and General Counsel of WSI
since 1985. He is a Senior Managing Director of WSI. Mr. Hearn received a
Bachelor of Science degree in Business Administration and a Juris Doctor from
the University of North Carolina at Chapel Hill. He is Secretary of ISCR. In May
of 1992 he was elected a Director of ISCR.

         Each officer and director holds office until his death, resignation,
retirement, removal, disqualification or his successor is elected and qualified.

         Effective April 1, 1999, ISC Realty Corporation's parent,
Interstate/Johnson Lane, Inc., merged into Wachovia Corporation. Personnel and
offices continue to operate as usual.


ITEM 11 - EXECUTIVE COMPENSATION

         No remuneration was paid or accrued for the account of any partner,
officer or director of the General Partner during the Partnership fiscal year
ended December 31, 2000.

                                       9
<PAGE>   10

ITEM 12 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

         As of March 22, 2001, Begley-Hall owned 6.87% of the limited
partnership interests.

         As of March 22, 2001, none of the individual directors and officers of
the General Partner had subscribed for Units.

                                                         Amount and
                                                          Nature of
                                                         Beneficial
Partner Type                     Name & Address           Ownership     Class
------------                     --------------          ----------     -----
Subordinated Limited         ISC Realty Corporation          $100        100%
General Partner              ISC Realty Corporation             0        100%
Class A Limited Partner      ISC Realty Corporation           100        <.1%
Class A Limited Partner      ISC Realty Corporation       150,000        2.0%


ITEM 13 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         During the year ended December 31, 2000, there were no related party
transactions in excess of $60,000.

         During the year ended December 31, 2000, ISCR earned $16,209 for
monitoring the operations of the Registrant on behalf of the investors and
performing certain administrative functions. ISCR is entitled to receive an
annual administrative fee equal to 0.25% of the cost of the Property. However,
the payment of such administrative fee is deferred until sale of the Property
and return to the investors of their invested capital plus the preferred return.
The deferred portion of this fee may accrue interest at an interest rate of
prime plus 1%.

                                     PART IV

ITEM 14 - EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

         (a)      Financial Statements and Schedules.

                  See Index to Financial Statements included in Appendix A to
                  this Form 10-K. Schedules are omitted because they are not
                  applicable, not required or because the requested information
                  is included in the Financial Statements or notes thereto.

         (b)      Reports on Form 8-K.
                  None.

         (c)      Exhibits.
                  None.


                                       10
<PAGE>   11

                                   SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                                            INTERSTATE LAND INVESTORS II
                                            A NORTH CAROLINA LIMITED PARTNERSHIP

                                            BY:      ISC REALTY CORPORATION
                                                     GENERAL PARTNER




                                            BY:      /S/ J. CHRISTOPHER BOONE
                                                     ------------------------
                                                     J. CHRISTOPHER BOONE
                                                     PRESIDENT


                                       11
<PAGE>   12

Pursuant to the requirements of the Securities Exchange Act of 1934, this Annual
Report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the date indicated:

                       Signature                Title                   Date
                       ---------                -----                   ----



J. Christopher Boone                                             March 22, 2001
---------------------------------                                --------------
/S/ J. Christopher Boone               Director and
                                       President of
                                       ISC Realty
                                       Corporation



/S/Michael D. Hearn                                              March 22, 2001
-------------------                                              --------------
Michael D. Hearn                       Director and
                                       Secretary of
                                       ISC Realty
                                       Corporation



                                       12

<PAGE>   13

                          INTERSTATE LAND INVESTORS II,
                               LIMITED PARTNERSHIP

                              FINANCIAL STATEMENTS
                            FOR THE THREE YEARS ENDED
                        DECEMBER 31, 2000, 1999 AND 1998




                           FAULKNER AND THOMPSON, P.A.

                          CERTIFIED PUBLIC ACCOUNTANTS


<PAGE>   14


                          INTERSTATE LAND INVESTORS II,
                               LIMITED PARTNERSHIP

                              FINANCIAL STATEMENTS
                               FOR THE YEARS ENDED
                        DECEMBER 31, 2000, 1999 AND 1998


<PAGE>   15

                          INTERSTATE LAND INVESTORS II,
                               LIMITED PARTNERSHIP
                              FINANCIAL STATEMENTS


                                TABLE OF CONTENTS



                                                                       PAGE

REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS........................1

BALANCE SHEETS............................................................2

STATEMENTS OF OPERATIONS..................................................3

STATEMENT OF PARTNERS' CAPITAL............................................4

STATEMENTS OF CASH FLOWS..................................................5

NOTES TO FINANCIAL STATEMENTS.............................................6


                                      - i -

<PAGE>   16


               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS



To the Partners of
Interstate Land Investors II, Limited Partnership
Charlotte, North Carolina

               We have audited the balance sheets of Interstate Land Investors
II, Limited Partnership (a North Carolina limited partnership) as of December
31, 2000 and 1999 and the related statements of operations, partners' capital
and cash flows for each of the three years in the period ended December 31,
2000. These financial statements are the responsibility of the Partnership's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.

               We conducted our audits in accordance with U.S. generally
accepted auditing standards. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and significant
estimates made by the managing general partner, as well as evaluating the
overall financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

               In our opinion, the financial statements referred to above
present fairly, in all material respects, the financial position of Interstate
Land Investors II, Limited Partnership (a North Carolina limited partnership) as
of December 31, 2000 and 1999 and the results of its operations and its cash
flows for each of the three years in the period ended December 31, 2000 in
conformity with U.S. generally accepted accounting principles.

               As discussed in Note 2, the general partner has entered into a
contract to sell a substantial portion of their unimproved land held for sale.
This sale, if consummated, will occur in the first or second quarter of the year
2001.





Charlotte, North Carolina
February 2, 2001


<PAGE>   17

                          INTERSTATE LAND INVESTORS II,
                               LIMITED PARTNERSHIP
                                 BALANCE SHEETS
                                  DECEMBER 31,



<TABLE>
<CAPTION>
                                                                                2000                      1999
                                                                       -----------------         -----------------
<S>                                                                    <C>                       <C>


                                                      ASSETS


Unimproved land held for sale                                          $       6,450,000         $       6,450,000
Cash and cash equivalents                                                          1,649                     3,443
Accounts receivable - related party                                               17,427                    17,427
Interest receivable - related party                                               24,934                    22,066
                                                                         ---------------           ---------------

                                                                       $       6,494,010         $       6,492,936
                                                                        ================          ================



                                         LIABILITIES AND PARTNERS' CAPITAL


LIABILITIES
     Line-of-credit payable - related party                            $         175,000         $         175,000
     Advance from related party                                                   37,754                    19,754
     Administrative fees payable - related party                                 174,651                   158,442
     Interest payable - related party                                             76,708                    55,722
                                                                         ---------------           ---------------
                                                                                 464,113                   408,918
                                                                         ---------------           ---------------

PARTNERS' CAPITAL
     Class A limited partners' interest
         (authorized, 9,588 units; issued
         and outstanding, 7,650 units)                                         6,029,973                 6,084,088
     Subordinated limited partner's interest                                          84                        85
     General partners' capital deficiency                              (             160 )       (             155)
                                                                         ---------------           ---------------
                                                                               6,029,897                 6,084,018
                                                                         ---------------           ---------------

                                                                       $       6,494,010         $       6,492,936
                                                                        ================          ================
</TABLE>


                       See Notes to Financial Statements.

                                      - 2 -


<PAGE>   18

                          INTERSTATE LAND INVESTORS II,
                               LIMITED PARTNERSHIP
                            STATEMENTS OF OPERATIONS
                     FOR THE THREE YEARS ENDED DECEMBER 31,



<TABLE>
<CAPTION>
                                                                     2000                 1999                 1998
                                                                 -----------          -----------          ------------
<S>                                                             <C>                  <C>                  <C>

INCOME
    Interest                                                    $      3,056         $      2,356         $       2,392
                                                                 -----------          -----------          ------------

OPERATING EXPENSES
    Professional fees                                                 16,297               15,214                14,886
    Property tax                                                         197                  189                   187
    Interest expense                                                  20,986               18,144                15,550
    General and administrative                                        19,697               18,333                21,883
    Write-down of land held for sale                                       -               84,310                     -
                                                                 -----------          -----------          ------------
                                                                      57,177              136,190                52,506
                                                                  ----------           ----------           -----------

           Net loss                                             $(    54,121 )       $(   133,834 )       $(     50,114 )
                                                                  ==========            =========            ==========

NET LOSS ALLOCATED TO
    Class A limited partners                                    $(    54,115 )       $(   133,817 )       $(     50,108 )
    Subordinated limited partner                                 (         1 )        (         3 )        (          1 )
    General partners                                             (         5 )        (        14 )        (          5 )
                                                                   ---------             --------             ---------

                                                                $(    54,121 )       $(   133,834 )       $(     50,114 )
                                                                  ==========            =========            ==========

Weighted average Class A limited
    partnership units outstanding                                      7,650                7,650                 7,650
                                                                  ==========            =========            ==========

Net loss per weighted average Class A
    limited partnership unit                                    $(      7.07 )       $(     17.49 )       $(       6.55 )
                                                                  ==========            =========            ==========
</TABLE>

                       See Notes to Financial Statements.

                                      -3-
<PAGE>   19

                          INTERSTATE LAND INVESTORS II,
                               LIMITED PARTNERSHIP
                     STATEMENT OF PARTNERS' CAPITAL FOR THE
               THREE YEARS ENDED DECEMBER 31, 2000, 1999 AND 1998


<TABLE>
<CAPTION>
                                                                                    SUBORDINATED
                                                CLASS A LIMITED PARTNERS        ---------------------
                                               -------------------------        LIMITED       GENERAL
                                                UNITS            AMOUNT         PARTNER       PARTNERS             TOTAL
                                               -------       -----------        -------       --------          ------------
<S>                                              <C>      <C>                  <C>          <C>               <C>

Partners' capital (deficiency) -
    January 1, 1998                              7,650    $    6,268,013       $      89    $(     136 )      $    6,267,966

Net loss, year ended
    December 31, 1998                               -      (      50,108 )      (      1 )   (       5 )      (       50,114 )
                                               -------       -----------          ------       -------          ------------

Partners' capital (deficiency) -
    December 31, 1998                            7,650         6,217,905              88     (     141 )           6,217,852

Net loss, year ended
    December 31, 1999                               -      (     133,817 )      (      3 )   (      14 )      (      133,834 )
                                               -------       -----------          ------       -------          ------------

Partners' capital (deficiency) -
    December 31, 1999                            7,650         6,084,088              85    (      155 )           6,084,018

Net loss, year ended
    December 31, 2000                                -     (      54,115 )      (      1 )   (       5 )       (      54,121 )
                                               -------       -----------          ------       -------           -----------

Partners' capital (deficiency) -
    December 31, 2000                            7,650    $    6,029,973       $      84    $(     160 )      $    6,029,897
                                               =======     =============        ========      ========         =============
</TABLE>

                       See Notes to Financial Statements.

                                      -4-
<PAGE>   20

                          INTERSTATE LAND INVESTORS II,
                               LIMITED PARTNERSHIP
                            STATEMENTS OF CASH FLOWS
                     FOR THE THREE YEARS ENDED DECEMBER 31,



<TABLE>
<CAPTION>
                                                                       2000                  1999                 1998
                                                                  -----------             ---------           ----------
<S>                                                             <C>                   <C>                  <C>

CASH FLOWS FROM OPERATING ACTIVITIES
    Net loss                                                    $(     54,121 )       $(    133,834 )      $(     50,114 )
    Adjustments to reconcile net loss to net cash
        used for operating activities
           Write-down of land held for sale                                 -                84,310                    -
           Increase in interest receivable - related party      (       2,868 )         (     2,266 )        (     2,265 )
           Increase in accrued liabilities - related party             37,195                30,285               24,904
                                                                  -----------             ---------           ----------

                Net cash used for operating activities          (      19,794 )         (    21,505 )        (    27,475 )
                                                                 ------------             ---------            ---------

CASH FLOWS FROM FINANCING ACTIVITIES
    Increase in line-of-credit - related party                         18,000                24,099               28,324
                                                                  -----------             ---------           ----------

                Net increase (decrease) in cash and cash
                  equivalents                                   (       1,794 )               2,594                  849

CASH AND CASH EQUIVALENTS, BEGINNING
    OF YEAR                                                             3,443                   849                    -
                                                                  -----------             ---------           ----------

CASH AND CASH EQUIVALENTS, END OF YEAR                          $       1,649         $       3,443        $        849
                                                                 ============          ============         ============

SUPPLEMENTAL CASH FLOW INFORMATION

        Interest expense paid                                   $          -          $       4,069        $       6,855
                                                                 ============          ============         ============
</TABLE>

                       See Notes to Financial Statements.

                                      -5-
<PAGE>   21

                          INTERSTATE LAND INVESTORS II,
                               LIMITED PARTNERSHIP
                          NOTES TO FINANCIAL STATEMENTS


NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

        ORGANIZATION

           Interstate Land Investors II, Limited Partnership (the Partnership)
           is a North Carolina limited partnership formed on July 26, 1989, to
           acquire for investment, hold for appreciation and ultimately dispose
           of, without substantial improvements, undeveloped land in York
           County, South Carolina. The Partnership acquired 97 acres of such
           land in November 1989 and an additional 48 acres in November 1990.
           The Partnership shall continue its existence without interruption
           subject to the terms and conditions set forth in the partnership
           agreement and the provisions of the Revised Uniform Limited
           Partnership Act of the State of North Carolina.

           Until January 1, 1992, the managing general partner was Performance
           Investments, Inc. (PII), which is 100% owned by Mr. William Garith
           Allen and a family member. Mr. Allen and ISC Realty Corporation
           (ISCR) are also general partners in the Partnership and effective
           January 1, 1992, assumed the role of co-managing partners. In
           November 1991 PII consented to the conversion of its interest to that
           of a Class A limited partner, to become effective January 1, 1992.
           PII, however, retains the same interest in the Partnership's net
           profit, losses and distributions as it had as a general partner
           subject to the same priority of the other Class A limited partners.
           In December 1993, upon the approval of 67% of the Class A limited
           partners' interest and upon meeting certain conditions in the
           partnership agreement, the partners exercised their one-time right to
           direct the general partners to sell the property at a price no less
           than $11,104,839, reduced by the proceeds from any previous sales.
           The property was to be sold by November 1994, or at that time Mr.
           Allen would agree to either (i) purchase the property from the
           Partnership on such date at the purchase price or, (ii) elect not to
           purchase the property at the purchase price but instead forfeit his
           right to receive subordinated returns, withdraw as a general partner
           and transfer his general partnership interest to ISCR. In 1997 Mr.
           Allen executed an assignment of his partnership interests and
           forfeited his right to subordinated returns by the transfer of his
           interest and PII's interest to ISCR.

           The general partners are solely responsible for the day-to-day
           management and operation of the property. ISCR is responsible for
           certain administrative functions of the Partnership and beginning in
           November 1989, is entitled to an annual administrative fee equal to
           .25% of the cost of the property acquired. Payment of such
           administrative fee is deferred until the sale of the property and the
           return of the Class A limited partners' invested capital plus their
           preferred return, as defined. Any such deferred fee will accrue
           interest at the prime rate plus 1%. However, because of the
           uncertainty as to the ultimate collection of this interest, ISCR has
           elected not to accrue such interest in the Partnership's financial
           statements.

        CASH EQUIVALENTS

           For the purposes of the statements of cash flows, the Partnership
           considers all highly liquid investments having maturities of three
           months or less to be cash equivalents. At December 31, 2000 and 1999,
           the Partnership's cash consisted of monies deposited through Wachovia
           Securities, Inc. (a related company to ISCR) in a money market fund.

        UNIMPROVED LAND HELD FOR SALE

           The costs of acquiring land, including related closing and
           predevelopment costs, are capitalized and will be allocated to cost
           of sales as sales of the property occur. In the fourth quarter of
           1999, the Partnership recorded a write-down of the carrying amount of
           their property of approximately $84,000 to reflect the general
           partner's estimate of the property's estimated realizable value.


                                      -6-
<PAGE>   22

                          INTERSTATE LAND INVESTORS II,
                               LIMITED PARTNERSHIP
                          NOTES TO FINANCIAL STATEMENTS


NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED

        UNIMPROVED LAND HELD FOR SALE, CONTINUED

          During 2000, the Partnership entered into a contract to sell its
          primary asset, unimproved land. This proposed sale would be for 97 of
          the Partnership's 145 acres of unimproved land.

        ORGANIZATIONAL AND SYNDICATION COSTS

           Various expenses and fees paid in connection with organizing the
           Partnership (including an organizational fee paid to ISCR amounting
           to $159,000 in 1990 and an additional $66,000 in 1991) have been
           capitalized and amortized using the straight-line method over a
           60-month period. These costs have been fully amortized in prior
           years. Other fees and expenses related to the sale of limited
           partnership interests in the Partnership have been classified as
           syndication costs and include sales commissions paid to
           Interstate/Johnson Lane Corporation, a related company to ISCR, of
           $377,644 in connection with the initial offering in 1989 and $116,305
           in connection with the secondary offering in 1990.

        INCOME TAXES

           Items of income or loss of the Partnership are included in the income
           tax returns of the partners. Accordingly, the Partnership makes no
           provision for federal and state income taxes.

        NET LOSS PER CLASS A LIMITED PARTNERSHIP UNIT

           Net loss per weighted average Class A limited partnership unit is
           calculated based on the loss allocated to such partners without
           giving consideration to the conversion of PII's general partner
           interest (see Note 6).

        DISCLOSURES ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS

          The following methods and assumptions were used to estimate the fair
          value of each class of financial instruments for which it is practical
          to estimate the value.

              Cash, Cash Equivalents, Receivables, Accounts Payable and Accrued
                   Expenses - The carrying amount approximates fair value
                   because of the short-term nature of these instruments.

              Line-of-Credit Payable - In the general partner's opinion, the
                   fair value of the Partnership's long-term debt approximates
                   its carrying value.

        ESTIMATES

           The preparation of financial statements in conformity with generally
           accepted accounting principles requires management to make estimates
           and assumptions that affect the reported amounts of assets and
           liabilities and disclosure of contingent assets and liabilities at
           the date of the financial statements and the reported amounts of
           revenues and expenses during the reporting period. Actual results
           could differ from those estimates.


                                      -7-
<PAGE>   23

                          INTERSTATE LAND INVESTORS II,
                               LIMITED PARTNERSHIP
                          NOTES TO FINANCIAL STATEMENTS


NOTE 2 - UNIMPROVED LAND HELD FOR APPRECIATION

        PROVISION FOR WRITE-DOWN OF UNIMPROVED LAND

          The general partner periodically reviews the recorded value of its
          long-lived assets to determine if the future cash flows to be derived
          from these assets will be sufficient to recover the recorded asset
          values. During the fourth quarter of 1999, the Partnership recorded a
          non-cash charge of approximately $84,000, or approximately $11 per
          limited partnership unit, to write-down its unimproved land to its
          estimated realizable value.

        POTENTIAL SALE

          During the second quarter of 2000, the Partnership entered into a
          contract to sell 97 of the Partnership's 145 acres of unimproved land
          for approximately $4,150,000. Under the terms of the contract, the
          purchaser had until November 6, 2000 to complete their due diligence.
          However, the potential purchaser requested two 90-day extensions of
          the closing date to provide them time to obtain a wetland permit from
          the U.S. Corp of Engineers which is necessary to allow the development
          proposed by the purchaser of the property. The purchaser deposited
          $50,000 earnest money with the title agency upon the signing of the
          contract and an additional $25,000 earnest money with the first
          extension. An additional $50,000 earnest money must be deposited with
          the title agency should they require a second extension. The contract
          closing date is thirty days after completion of their due diligence
          making the first possible closing date March 6, 2001, and if
          necessary, the second possible closing date June 6, 2001.


NOTE 3 - ALLOCATIONS AND DISTRIBUTIONS OF NET PROFITS AND LOSSES

        Under the terms of the partnership agreement, net profit and
        distributions of available cash in each year prior to a sale of the
        property will be allocated 99% to the Class A limited partners and 1% to
        the general partners. Net losses shall be allocated among all partners
        in accordance with their respective capital accounts. Special
        allocations are provided for any gains or losses arising from the sale
        of the property and for the related cash distributions.


NOTE 4 - RELATED PARTIES AND RELATED PARTY TRANSACTIONS

        In connection with the initial acquisition of the property in 1989, the
        Partnership paid PII and Gold Hill Investment Associates (a partnership
        of Gold Hill Limited Partnership and an affiliate of Mr. Allen) a total
        of $322,207 for the assignment of options to acquire the two tracts of
        land which comprise the property and for reimbursement of Gold Hill
        Investment Associates' (Gold Hill) and PII's holding costs in the
        options (which totaled approximately $126,750). The total cost, along
        with legal and other acquisition expenses, is included in the land on
        the accompanying balance sheets.

        At December 31, 2000 and 1999, the Partnership had an accounts
        receivable from PII of $17,427 plus accrued interest receivable of
        $24,934 and $22,066, respectively, related to the reimbursement of
        certain costs incurred in connection with organizing the Partnership and
        with organization of the property. In connection with the consent
        entered into during November 1991 (see Note 1), the amount will be
        offset against any amounts due PII or Mr. Allen in connection with the
        sale of the property.


                                      -8-
<PAGE>   24

                          INTERSTATE LAND INVESTORS II,
                               LIMITED PARTNERSHIP
                          NOTES TO FINANCIAL STATEMENTS


NOTE 4 - RELATED PARTIES AND RELATED PARTY TRANSACTIONS, CONTINUED

        In November 1990, the Partnership acquired approximately 48 acres of
        property from Gold Hill at a purchase price of $1,906,517. The partners
        of Gold Hill agreed to accept, as part of the purchase price, 533 units
        of Class A limited partner interests and granted a credit on the
        purchase price of $495,690, which represents the cost of 533 units at
        $1,000 per unit less selling commissions.

        In 1989, ISCR purchased 106 units of Class A limited partner interests
        at the full offering price ($1,000 a unit). In 1990, ISCR contributed
        two-thirds of its fee received for additional organizational costs to
        purchase 44 Class A limited partner interests at $1,000 per unit. These
        units are included in Class A limited partners' interest on the balance
        sheets. Also, the general partners, their affiliates and their employees
        purchased units of Class A limited partner interests at 3.5% discount.
        The total discounts amounted to $385 in 1990 and $3,360 in 1989,
        representing 11 and 66 units, respectively.

        The Partnership incurred expense of approximately $16,200 in 2000, 1999
        and 1998 for services rendered by ISCR in connection with certain
        administrative functions of the Partnership. Since payment of these fees
        is deferred as described in Note 1, they are included in accrued
        administrative fees in the accompanying balance sheets, and as general
        and administrative expenses in the accompanying statements of
        operations.

        See Note 1 for fees paid to ISCR and its affiliates in connection with
        organizing the Partnership and the subsequent sale of limited
        partnership interests.

        The Partnership has the same general partners of and owns land adjacent
        to Interstate Land Investors I, Limited Partnership (Interstate I). The
        property owned by Interstate I is in direct competition with the
        Partnership's property. No financial statement transactions have
        occurred between these Partnerships.


NOTE 5 - LINE-OF-CREDIT FROM RELATED PARTY

        On May 23, 1995, the Partnership obtained a line-of-credit from ISCR to
        utilize as needed. Interest is charged on this line-of-credit at 2%
        above the announced prime lending rate of Bank of America, resulting in
        a rate of 11.5%, 10.25% and 9.75% at December 31, 2000, 1999 and 1998,
        respectively. ISCR has received a mortgage and assignment of rents and
        leases on the property as security. Interest shall accrue on this
        line-of-credit and shall be paid along with the outstanding principal
        balance on the earlier of:

         o        Sale or disposition of all or any portion or part of the
                  property securing the mortgage instrument;

         o        the date ISCR is removed as managing general partner of the
                  Partnership; or

         o        the date the Partnership terminates its legal existence.

        This agreement with ISCR requires that the Partnership comply with
        certain covenants, which are not financial in nature.

        During the years ended December 31, 2000, 1999 and 1998, interest
        expense of $0, $4,069 and $6,855, respectively, was paid to ISCR.


                                      -9-
<PAGE>   25

                          INTERSTATE LAND INVESTORS II,
                               LIMITED PARTNERSHIP
                          NOTES TO FINANCIAL STATEMENTS


NOTE 6 - RECONCILIATION OF FINANCIAL STATEMENT NET LOSS TO TAXABLE LOSS

       A reconciliation of financial statement net loss and taxable loss is as
follows:

<TABLE>
<CAPTION>
                                                      2000                 1999                1998
                                                --------------        ------------        ------------
<S>                                             <C>                   <C>                 <C>

Financial statement net loss                    $(     54,121 )       $(  133,834 )       $(   50,114 )
Less:   Temporary non-taxable
           income from related  party            (      2,868 )        (    2,266 )        (    2,266 )
Plus:   Temporary non-deductible
           expenses to related party                   37,195              30,284              24,904
Plus:   Write-down of land held for
           sale                                             -              84,310                   -
                                                --------------        ------------        ------------

    Taxable loss                                $(     19,794 )       $(   21,506 )       $(   27,476 )
                                                  ===========            ========            ========
</TABLE>





                                      -10-