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                                                                    EXHIBIT 31.2

                INTERSTATE LAND INVESTORS II LIMITED PARTNERSHIP
             PRINCIPAL FINANCIAL OFFICER CERTIFICATIONS PURSUANT TO
                  SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, James Christopher Boone, certify that:

1. I have reviewed this annual report on Form 10-K for the year ended December
31, 2004, of Interstate Land Investors II Limited Partnership;

2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this annual
report;

3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report;

4. I am responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e) for the
registrant and have:

         a) designed such disclosure controls and procedures or caused such
         disclosure controls and procedures to be designed under my supervision
         to ensure that material information relating to the registrant,
         including its consolidated subsidiaries, is made known to me by others
         within those entities, particularly during the period in which this
         annual report is being prepared;

         b) evaluated the effectiveness of the registrant's disclosure controls
         and procedures and presented in this report my conclusions about the
         effectiveness of the disclosure controls and procedures as of the end
         of the period covered by this annual report based on such evaluation;
         and

         c) disclosed in this annual report any change in the registrant's
         internal control over financial reporting that occurred during the
         registrant's most recent fiscal quarter (the registrant's fourth fiscal
         quarter in the case of an annual report) that has materially affected,
         or is reasonably likely to materially affect, the registrants' internal
         control over financial reporting; and

5. I have disclosed, based on my most recent evaluation of internal control over
financial reporting, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent function):



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         a) all significant deficiencies and material weaknesses in the design
         or operation of internal controls over financial reporting which are
         reasonably likely to adversely affect the registrant's ability to
         record, process, summarize and report financial information; and

         b) any fraud, whether or not material, that involves management or
         other employees who have a significant role in the registrant's
         internal control over financial reporting.

                                               By: /s/  James Christopher Boone
                                                   ----------------------------

                                                   James Christopher Boone
                                                   President
                                                   ISC Realty Corporation,
                                                   General Partner and
                                                   Principal Financial Officer
                                                   of the Registrant

                                                   April 15, 2005