SECURITIES AND EXCHANGE COMMISSION

                            Washington, D.C.  20549

                                   FORM 10-Q

                  QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
                    OF THE SECURITIES EXCHANGE ACT OF 1934


For The Quarter Ended September 30, 2003         Commission File Number 001-
13855


                           ILX RESORTS INCORPORATED
            (Exact name of registrant as specified in its charter)


        ARIZONA                                           86-0564171
        -------                                          -----------
(State or other jurisdiction of            (IRS Employer Identification Number)
 incorporation or organization)

         2111 East Highland Avenue, Suite 210, Phoenix, Arizona 85016
         ------------------------------------------------------------
                   (Address of principal executive offices)

        Registrant's telephone number, including area code 602-957-2777
                 _____________________________________________

Former name, former address, and former fiscal year, if changed since last
report.


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 the number of shares outstanding of each  of  the  issuer's classes of
stock, as of the latest practicable date.

          Class                        Outstanding at September 30, 2003
          -----                        ---------------------------------
Common Stock, without par value                2,893,194 shares




<PAGE>


                                    PART I

ITEM 1. FINANCIAL STATEMENTS



                   ILX RESORTS INCORPORATED AND SUBSIDIARIES
                     CONDENSED CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                      December 31,  September 30,
                                                                           2002         2003
                                                                       -----------   ------------
                                                                                       (Unaudited)
<S>                                                                   <C>            <C>

                                               ASSETS

   Cash and cash equivalents                                           $ 2,399,175    $ 1,877,075
   Notes receivable, net                                                34,019,271     39,181,420
   Note receivable from related party                                           --      2,693,857
   Resort property held for Vacation Ownership Interest sales           24,150,438     20,578,172
   Resort property under development                                       263,127        340,306
   Land held for sale                                                      811,590        681,673
   Deferred assets                                                          84,606         38,973
   Property and equipment, net                                           9,008,973     10,155,011
   Other assets                                                          9,683,608     10,947,773
                                                                       -----------    -----------
     TOTAL ASSETS                                                      $80,420,788    $86,494,260
                                                                       ===========    ===========


                                LIABILITIES AND SHAREHOLDERS' EQUITY

LIABILITIES
   Accounts payable                                                    $ 1,760,570    $ 1,816,671
   Accrued and other liabilities                                         2,737,844      3,887,510
   Income taxes payable                                                    178,071             --
   Notes payable                                                        44,729,013     47,388,247
   Deferred income taxes                                                 3,268,284      4,711,618
                                                                       -----------    -----------
     TOTAL LIABILITIES                                                  52,673,782     57,804,046
                                                                       -----------    -----------

SHAREHOLDERS' EQUITY
   Preferred stock, $10 par value; 10,000,000 shares
    authorized; 177,591 and 166,803 shares issued and
    outstanding; liquidation preference of $1,775,910
    and $1,668,030
                                                                           916,726        886,625
   Common stock, no par value; 30,000,000 shares
    authorized; 4,346,387 and 4,403,755 shares issued                   19,497,334     19,884,978
   Treasury stock, at cost, 1,414,795 and 1,510,561
    shares, respectively
                                                                        (5,268,277)    (6,046,885)
   Additional paid in capital                                               66,050         63,560
   Guaranteed ESOP obligation                                             (181,500)       (45,375)
   Retained earnings                                                    12,716,673     13,947,311
                                                                       -----------    -----------
     TOTAL SHAREHOLDERS' EQUITY                                         27,747,006     28,690,214
                                                                       -----------    -----------

       TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                      $80,420,788    $86,494,260
                                                                       ===========    ===========
</TABLE>

           See notes to condensed consolidated financial statements

                                       2





<PAGE>


                     ILX RESORTS INCORPORATED AND SUBSIDIARIES
                CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                  (UNAUDITED)
<TABLE>
<CAPTION>
                                               Three months ended December 30,  Nine months ended September 30,
                                               -------------------------------  -------------------------------
                                                     2002           2003            2002           2003
                                               -----------     -----------      -----------    -----------
<S>                                           <C>             <C>              <C>            <C>

REVENUES
   Sales of Vacation Ownership
    Interests
                                               $ 9,629,403     $11,200,739      $26,520,385    $31,766,238
   Resort operating revenue                      4,091,017       4,800,706       12,244,187     13,620,848
   Interest income                               1,484,663       1,615,546        4,340,829      4,441,154
                                               -----------     -----------      -----------    -----------
    Total revenues                              15,205,083      17,616,991       43,105,401     49,828,240
                                               -----------     -----------      -----------    -----------

COST OF SALES AND OPERATING EXPENSES
   Cost of Vacation Ownership
    Interests sold                               1,398,031       1,481,581        3,855,881      4,239,750
   Cost of resort operations                     3,842,998       4,548,460       10,862,258     12,437,851
   Sales and marketing                           6,120,823       7,379,344       16,552,596     21,197,987
   General and administrative                    1,583,769       1,592,026        4,556,622      4,208,833
   Provision for doubtful accounts                 423,063         496,471        1,165,194      1,398,168
   Depreciation and amortization                   304,621         441,114          799,105      1,274,310
                                               -----------     -----------      -----------    -----------

   Total cost of sales and operating
   expenses                                     13,673,305      15,938,996       37,791,656     44,756,899
                                               -----------     -----------      -----------    -----------

Operating income                                 1,531,778       1,677,995        5,313,745      5,071,341

Income from land and other, net
  (Related Party)                                  122,331         277,834          594,082        663,476
                                               -----------     -----------      -----------    -----------
   Total operating income                        1,654,109       1,955,829        5,907,827      5,734,817
                                               -----------     -----------      -----------    -----------

Interest expense                                  (552,209)       (579,943)      (1,519,995)    (1,665,693)
Equity in loss of related party
 investment                                        (45,396)       (252,510)         (45,396)      (403,609)
                                               -----------     -----------      -----------    -----------

Income before income taxes                       1,056,504       1,123,376        4,342,436      3,665,515
Income tax expense                                (422,601)       (449,443)      (1,736,974)    (1,463,421)
                                               -----------     -----------      -----------    -----------


NET INCOME                                     $   633,903     $   673,933      $ 2,605,462    $ 2,202,094
                                               ===========     ===========      ===========    ===========
NET INCOME PER SHARE

   Basic                                       $      0.21     $      0.23      $      0.88    $      0.74
                                               ===========     ===========      ===========    ===========
   Diluted                                     $      0.20     $      0.23      $      0.85    $      0.73
                                               ===========     ===========      ===========    ===========

DIVIDENDS PER SHARE                            $        --     $      0.10      $        --    $      0.30
                                               ===========     ===========      ===========    ===========
</TABLE>

           See notes to condensed consolidated financial statements

                                       3




<PAGE>
                   ILX RESORTS INCORPORATED AND SUBSIDIARIES
                CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                  (UNAUDITED)



<TABLE>
<CAPTION>
                                                                       Nine months ended September 30,
                                                                       -------------------------------
                                                                              2002            2003
                                                                        -----------      -----------
<S>                                                                    <C>              <C>

CASH FLOWS FROM OPERATING ACTIVITIES
  Net income                                                            $ 2,605,462      $ 2,202,094
  Adjustments to reconcile net income to net cash provided by
   operating activities:
    (Gain) loss on sale of property and equipment                          (564,658)             962
    Gain on extinguishment of debt                                               --          (82,294)
    Undistributed losses of equity investment in a related party             45,396          403,609
    Loss on assumption of Sedona Worldwide Incorporated assets
    and liabilities                                                          48,887               --
    Income tax expense                                                    1,736,974        1,463,421
    Provision for doubtful accounts                                       1,165,194        1,398,168
    Depreciation and amortization                                           799,105        1,274,310
    Amortization of guarantee fees                                           34,411           45,633
    Common stock issued for services provided                               449,892           24,013
    Change in assets and liabilities:
      (Increase) decrease in resort property held for Vacation
        Ownership Interest sales                                         (3,964,645)       3,572,266
      Decrease (increase) in resort property under development            4,649,396          (77,179)
      Decrease in land held for sale                                         37,586          129,917
      Increase in other assets                                           (2,666,232)      (1,823,706)
      (Decrease) increase in accounts payable                              (266,211)          56,101
      Increase in accrued and other liabilities                           1,295,878        1,000,447
      Decrease in income taxes payable                                     (653,825)        (198,158)
      Decrease in due to affiliates                                         (24,022)              --
                                                                        -----------      -----------
   NET CASH PROVIDED BY OPERATING ACTIVITIES                              4,728,588        9,389,604
                                                                        -----------      -----------

CASH FLOWS FROM INVESTING ACTIVITIES
  Increase in notes receivable, net                                      (4,133,766)      (6,560,317)
  Increase in note receivable from related party                                 --       (2,693,857)
  Cash acquired from Sedona Worldwide Incorporated                           30,457               --
  Purchases of plant and equipment, net                                  (3,843,668)      (2,029,699)
                                                                        -----------      -----------
   NET CASH USED IN INVESTING ACTIVITIES                                 (7,946,977)     (11,283,873)
                                                                        -----------      -----------

CASH FLOWS FROM FINANCING ACTIVITIES
  Proceeds from notes payable                                            18,860,642       18,243,983
  Principal payments on notes payable                                   (15,314,094)     (15,744,749)
  Principal payments on notes payable to affiliates                        (300,000)              --
  Preferred stock dividends                                                 (47,321)         (47,321)
  Common stock dividends including offering costs                                --         (365,259)
  Redemption of preferred stock                                                (770)            (300)
  Elimination of Series B preferred stock liquidation provision            (191,143)              --
  Proceeds from exercise of stock options                                   160,000           23,000
  Acquisition of treasury stock and other                                (1,030,686)        (737,185)
                                                                        -----------      -----------
   NET CASH PROVIDED BY FINANCING ACTIVITIES                              2,136,628        1,372,169
                                                                        -----------      -----------

DECREASE IN CASH AND CASH EQUIVALENTS                                    (1,081,761)        (522,100)

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD                          3,548,058        2,399,175
                                                                        -----------      -----------

CASH AND CASH EQUIVALENTS AT END OF PERIOD                              $ 2,466,297      $ 1,877,075
                                                                        ===========      ===========
</TABLE>


           See notes to condensed consolidated financial statements

                                       4

<PAGE>


ILX RESORTS INCORPORATED AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)



NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation and Business Activities

     The condensed consolidated financial statements include  the  accounts  of
ILX  Resorts  Incorporated, formerly ILX Incorporated, and its wholly owned and
majority-owned   subsidiaries   ("ILX"  or  the  "Company").   All  significant
intercompany transactions and balances have been eliminated in consolidation.

     The  accompanying unaudited condensed  consolidated  financial  statements
have been prepared  in accordance with accounting principles generally accepted
in the United States  of  America  for  interim  financial  information and the
instructions to Form 10-Q and Rule 10-01 of Regulation S-X.   Accordingly, they
do  not  include  all  of  the  information  and  notes  required by accounting
principles  generally  accepted  in the United States of America  for  complete
financial  statements.   In the opinion  of  management,  all  adjustments  and
reclassifications considered  necessary  for a fair and comparable presentation
have been included and are of a normal recurring nature.  Operating results for
the nine-month period ended September 30,  2003  are not necessarily indicative
of the results that may be expected for the year ending December 31, 2003.  The
accompanying  financial  statements  should  be read in  conjunction  with  the
Company's most recent audited financial statements.

     The   Company's  significant  business  activities   include   developing,
operating, marketing  and  financing  ownership  interests ("Vacation Ownership
Interests") in resort properties located in Arizona,  Colorado, Indiana, Nevada
and Mexico.

Revenue Recognition

     Revenue  from  sales  of  Vacation Ownership Interests  is  recognized  in
accordance with Statement of Financial  Accounting  Standard No. 66, Accounting
for Sales of Real Estate ("SFAS 66").  No sales are recognized  until such time
as  a  minimum  of  10%  of  the purchase price has been received in cash,  the
statutory rescission period has  expired,  the  buyer is committed to continued
payments of the remaining purchase price and the  Company  has been released of
all future obligations for the Vacation Ownership Interest.   Resort  operating
revenue  represents daily room rentals and revenues from food and other  resort
services.   Such  revenues are recorded as the rooms are rented or the services
are performed.

Condensed Consolidated Statements of Cash Flows

     Cash equivalents are liquid investments with an original maturity of three
months or less.  The  following summarizes interest paid, income taxes paid and
capitalized interest.

<TABLE>
<CAPTION>

                     Three Months Ended September 30,    Nine Months ended September 30,
                     --------------------------------    -------------------------------
                           2002            2003             2002            2003
                        ---------       ---------        ----------     ----------
<S>                    <C>             <C>              <C>            <C>
Interest paid           $ 582,315       $ 580,539        $1,555,569     $1,668,781
Income taxes paid         335,409         154,972         1,216,092        650,403
Interest capitalized       83,339          42,375           258,300        140,607

</TABLE>

Accounting Matters

     In January 2003, the  Financial Accounting Standards Board ("FASB") issued
FASB Interpretation No. 46,  Consolidation  of  Variable  Interest Entities, an
Interpretation  of  Accounting  Research Bulletin No. 51 ("FIN  46").   FIN  46
defined variable interest entities  and  modified  the  requirements  for their
consolidation  from  ownership  of  a controlling voting interest to holding  a
majority variable interest and being  the  primary  beneficiary of the variable
interest  entity.  The Company is currently evaluating  whether  this  standard
will have any effect on the Company.


                                         5


<PAGE>


ILX RESORTS INCORPORATED AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)



NOTE 2. NET INCOME PER SHARE

     In accordance  with  SFAS  No.  128,  "Earnings  Per Share," the following
presents the computation of basic and diluted net income per share:


                          BASIC NET INCOME PER SHARE

<TABLE>
<CAPTION>
                                            Three Months Ended September 30,   Nine Months Ended September 30,
                                            --------------------------------   -------------------------------
                                                  2002             2003            2002               2003
                                             -----------      -----------      ------------       -----------
<S>                                         <C>              <C>              <C>                <C>
Net income                                   $   633,903      $   673,933       $ 2,605,462       $ 2,202,094
Less: Series A preferred stock dividends         (11,830)         (11,830)          (35,491)          (35,491)
                                             -----------      -----------      ------------       -----------
Net income available to common
 stockholders - basic                        $   622,073      $   662,103       $ 2,569,971       $ 2,166,603
                                             ===========      ===========      ============       ===========
Weighted average shares of common
 stock outstanding - basic                     2,940,462        2,893,723         2,935,972         2,913,127
                                             ===========      ===========      ============       ===========
Basic net income per share                   $      0.21      $      0.23       $      0.88       $      0.74
                                             ===========      ===========      ============       ===========
</TABLE>


                         DILUTED NET INCOME PER SHARE


<TABLE>
<CAPTION>
                                            Three Months Ended September 30,   Nine Months Ended September 30,
                                            --------------------------------   -------------------------------
                                                  2002             2003            2002               2003
                                             -----------      -----------      ------------       -----------
<S>                                         <C>              <C>              <C>                <C>
Net income                                   $   633,903      $   673,933      $  2,605,462       $ 2,202,094
Less: Series A preferred stock dividends         (11,830)         (11,830)          (35,491)          (35,491)
                                             -----------      -----------      ------------       -----------

Net income available to common
 stockholders - diluted                      $   622,073      $   662,103      $  2,569,971       $ 2,166,603
                                             ===========      ===========      ============       ===========
Weighted average shares of common
 stock outstanding                             2,940,462        2,893,723         2,935,972         2,913,127
Add: Convertible preferred stock (Series
      B and C) dilutive effect                    55,620           37,479            68,521            38,400
     Stock options dilutive effect                38,760            7,154            36,329             7,406
                                             -----------      -----------      ------------       -----------
Weighted average shares of common
 stock outstanding - dilutive                  3,034,842        2,938,356         3,040,822         2,958,933
                                             ===========      ===========      ============       ===========

Diluted net income per share                 $      0.20      $      0.23      $       0.85       $      0.73
                                             ===========      ===========      ============       ===========
</TABLE>

     Stock options to purchase 13,200 and 30,700 shares  of  common  stock at a
price of $8.125 per share were outstanding for the three and nine months  ended
September  30,  2003  and  2002,  respectively,  but  were  not included in the
computation  of  diluted  net  income  per share because the options'  exercise
prices were greater than the average market  price  of  common  shares.   These
options expire in 2004.


                                       6



<PAGE>


ILX RESORTS INCORPORATED AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)



NOTE 3. SHAREHOLDERS' EQUITY

     During  the  nine  months ended September 30, 2003, the Company issued 100
shares of restricted common  stock,  valued  at $386 and 2,705 shares of common
stock, valued at $23,627, to an employee and a professional service provider in
exchange for services provided.  The shares of common stock issued to employees
are exempt from registration under Section 4(2)  of the Securities Act of 1933.
For the nine months ended September 30, 2003, the Company recorded the exchange
of 10,743 Series C Convertible shares for 3,581 common shares.  Also during the
nine months ended September 30, 2003, the Company  purchased  90,895  shares of
its common stock for $737,285.

     During the nine months ended September 30, 2003, the Company issued  6,945
shares  of common stock as a Cumulation Share dividend on prior conversions  of
Series C  Convertible  Preferred  Stock  to common stock.  Series C Convertible
shareholders received one share of common  stock for every ten shares of Series
C Convertible Preferred Stock converted.

     During  the  nine  months  ended September  30,  2003,  the  Company  made
contributions to the ESOP of $136,125,  which  were  used to make principal and
interest payments on the note payable guaranteed by the Company and reduced the
Guaranteed ESOP obligation.  In accordance with SOP 93-6, Employer's Accounting
for Employee Stock Ownership Plans, the difference of  $2,640  between the fair
market value of the leveraged shares at the time of the debt repayment  and the
actual  cost  when  the  shares  were purchased in 2002, was charged to Paid in
Capital.

     In December 2002, the Company  announced  an annual cash dividend of $0.40
per  common share to be paid in equal quarterly installments,  payable  on  the
tenth  day of the calendar month following the end of each calendar quarter, to
common shareholders  of  record  as of the last day of each calendar quarter in
2003.  The third installment of $283,319  has  been  recorded as a reduction in
retained earnings and an accrued liability at September  30,  2003.   In  March
2003,  the  Company  adopted the ILX Resorts Incorporated Dividend Reinvestment
Plan ("DRIP").  Under the terms of the DRIP, shareholders may elect to reinvest
dividends in shares of  the  Company's common stock, with no brokerage or other
fees to the shareholder.  For  the  first  and second quarter dividends paid in
April and July 2003, shareholders elected to  receive  55,986  shares of common
stock valued at $329,536 and cash dividends of $300,791.  Of the  55,986 common
shares, 16,949 were purchased in privately negotiated transactions  and  39,037
were  newly  issued  common  shares.   The  55,986 common shares issued include
21,820 common shares, valued at $178,739, issued  on shares held as collateral.
The Company incurred offering costs of $64,368 under the DRIP which were netted
against common shares issued.

     In January 2003, an option to purchase 5,000 shares of common stock priced
at $4.60 per share was exercised.



NOTE 4. RELATED PARTY TRANSACTIONS

     During  2003,  the Company's wholly owned subsidiary,  Genesis  Investment
Group, Inc. ("Genesis"),  recorded the sale of 385 Vacation Ownership Interests
to Premiere Vacation Club,  an  Arizona  nonprofit  corporation  ("PVC").   PVC
purchased  the intervals at $2,415 per interval, the same price at which it has
historically  acquired  intervals in arms-length negotiations with unaffiliated
third  parties.   PVC  is owned  by  the  holders  of  its  vacation  ownership
interests, including the  Company.   A  gain  of  $108,970 for the three months
ended September 30, 2003 and $422,633 for the nine  months  ended September 30,
2003 was recorded on the sales and is included in Income from  land  and other,
net.   At  September  30, 2003 deeds of trust for 346 of the Vacation Ownership
Interests secure outstanding indebtedness from PVC to Genesis of $827,669.



                                         7



<PAGE>


ILX RESORTS INCORPORATED AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)



     On June 30, 2003,  the  Company  entered  into a promissory note agreement
with Greens Worldwide Incorporated ("GWWI") to provide  up  to  $2.5 million in
working  capital.   The  note  accrues  interest at ten percent per annum  with
interest  only payments due monthly commencing  August  15,  2003  and  monthly
principal payments  commencing  January 15, 2004.  To date no interest payments
have been received.  The note is  convertible  into  common  shares of publicly
traded GWWI at $0.20 per share.  The balance on the note at September  30, 2003
is  $2,693,857  exclusive  of  guarantees the Company has provided on equipment
leases.   The  total  of  the  note receivable  and  the  guarantees  aggregate
$3,342,695.  The Company holds a 36.4% equity interest in GWWI at September 30,
2003.

     In April 2003, the Company  entered  into  a  guaranty agreement with GWWI
under which the Company guaranteed an equipment lease  entered  into by GWWI in
the amount of $350,542.  The Company is entitled to a guarantee fee equal to 2%
of  the  lease  amount.  The total fee of $7,011 has been included as  deferred
revenue in accrued and other liabilities.

     In July 2003,  the  Company  entered  into  a guaranty agreement with GWWI
under which the Company guaranteed an equipment lease  entered  into by GWWI in
the amount of $298,296.  The Company is entitled to a fee equal to  2%  of  the
lease amount.  The total fee of $5,966 has been included as deferred revenue in
accrued and other liabilities..

NOTE 5. OTHER

     In March 2003 the Company renegotiated the terms of two notes payable.   A
10%  note  with  an  outstanding principal balance of $100,000 maturing in June
2003 and a 12% note with  an outstanding principal balance of $453,000 maturing
through 2004 were consolidated  as  part of a new note for $2,000,000.  The new
note  bears interest at 10%, with principal  and  interest  in  the  amount  of
$20,000 payable monthly through March 2008.

     In  April  2003, the Company amended one of its revolving lines of credit.
The new terms include  amending  the  line  to  $1,000,000 from $1,500,000, and
changing the maturity to December 31, 2003 from April 30, 2003.

     In May 2003, the Company refinanced the existing  mortgage  on  VCA  South
Bend.   The Company borrowed $2.75 million, of which $718,000 was used to repay
the existing  mortgage  which bore interest at 10.0% and had a maturity date of
November 2003.  The new note  bears  interest  at prime plus 1.5%, but not less
than  4.0%, with monthly principal payments of $35,000  plus  interest  through
January 2010.

     In  May 2003, the Company entered into an agreement to borrow $2.0 million
to replenish  working  capital  that had been used in part to purchase Vacation
Ownership  Interests in the Carriage  House  in  Las  Vegas.   The  note  bears
interest at  prime  plus  2.0%,  but  not  less  than  7.0%, with principal and
interest payments of $30,000 due monthly until maturity  in  May  2008,  and is
secured by Carriage House Vacation Ownership Interests.

     In  May  2003, the Company amended an existing construction loan to secure
an additional $2.0 million in construction financing for current projects.



                                         8


<PAGE>


ILX RESORTS INCORPORATED AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)



NOTE 6. SUBSEQUENT EVENTS

     In October  2003,  the  Company  entered  into  a revolving line of credit
agreement, secured by certain Customer Notes, with a bank  to  provide $600,000
of working capital.  The line of credit bears interest at prime  plus 1.0% with
interest  paid  monthly  and  all unpaid principal and interest due in  October
2004.

     On  October 31,  2003 GWWI  ceased  operation of its  putting facility and
ancillary  businesses in Las Vegas.  The greens and facilities  continue to  be
maintained while GWWI seeks other business opportunities.  The sublease between
GWWI and VCA-NV  was terminated  in conjunction with the closing. The Company's
note receivable from GWWI is secured by a Pledge Agreement of substantially all
of GWWI's assets (see Note 4). In addition  to the note receivable, the Company
holds a 36.4% ownership interest in GWWI which is  recorded in  other assets at
a  value of  $554,774 as  of September  30, 2003 and  guarantees  certain  GWWI
equipment leases (see Note 4).  The  Company believes the  value of the  assets
underlying the leases equal or exceed  the outstanding  guarantees and that the
value of its ownership interest in GWWI is not less than its  carrying value at
September  30,  2003.  In  November 2003, the  Company  transferred the  assets
underlying the guaranteed equipment leases and will assume payments under those
leases.  The  Company will again evaluate the note  receivable and the value of
its ownership interest in December 2003.


NOTE 7. COMMITMENTS AND CONTINGENCIES

     In  September  2003,  the  Company received pleadings  indicating  that  a
lawsuit against the Company and its  Sedona Vacation Club and Premiere Vacation
Club businesses was filed by two individuals claiming damages for deceptive and
abusive practices on behalf of a purported  class  of  purchasers  of  vacation
ownership  interests.   The  suit  alleges  claims  for  breach  of the Arizona
Consumer Fraud Act, the Arizona Real Estate Timeshare Act, breach  of  contract
and  unjust enrichment.  Plaintiffs also seek declaratory relief and imposition
of a constructive  trust  over timeshare owners' purchase money and maintenance
fee payments.  Plaintiffs seek  to have their claims certified for class action
treatment.  The Company believes  that the allegations are without merit and is
vigorously defending plaintiffs' claims.   Discovery  and  motion practice have
not begun.


                                         9




<PAGE>



ITEM  II.  MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OF FINANCIAL CONDITION  AND
RESULTS OF OPERATIONS

     The following discussion of the Company's financial  condition and results
of operations includes certain forward-looking statements.   When  used in this
Form   10-Q,  the  words  "estimate,"  "projection,"  "intend,"  "anticipates,"
"expects,"  "may," "should" and similar terms are intended to identify forward-
looking statements  that  relate  to  the  Company's  future performance.  Such
statements are subject to substantial uncertainty.  Readers  are  cautioned not
to place undue reliance on the forward-looking statements set forth below.  The
Company  undertakes  no  obligation  to  publicly  update or revise any of  the
forward-looking statements contained herein.

OVERVIEW

     ILX Resorts Incorporated ("ILX" or the "Company")  is  one  of the leading
developers, marketers and operators of timeshare resorts in the western  United
States   and  Mexico.   The  Company's  principal  operations  consist  of  (i)
acquiring,  developing and operating timeshare resorts, marketed by the Company
as vacation ownership  resorts,  (ii)  marketing and selling vacation ownership
interests in the timeshare resorts, which  typically  have  entitled the buyers
thereof to ownership of a fully-furnished unit for a one-week  period on either
an  annual  or  an  alternate year (i.e., biennial) basis ("Vacation  Ownership
Interests"), and (iii)  providing  purchase  money  financing  to the buyers of
Vacation Ownership Interests at its resorts.  In addition, the Company receives
revenues from homeowners dues on sold Vacation Ownership Interests,  the rental
of  unused or unsold inventory of units at its vacation ownership resorts,  and
from  the  sale  of  food,  beverages  and other services at such resorts.  The
Company's current portfolio of resorts consists  of six resorts in Arizona, one
in Indiana, one in Colorado, one in San Carlos, Mexico, and land adjacent to an
existing resort for which the Company holds development  rights (the Roundhouse
Resort) (collectively, the "ILX Resorts").  One of the resorts  in  Arizona  is
not  at  this time registered with the Arizona Department of Real Estate nor is
being marketed  for sale as Vacation Ownership Interests, and is operated under
a long-term lease  arrangement.  The Company also owns 1,583 Vacation Ownership
Interests in a resort  in  Las  Vegas, Nevada, 1,147 of which have been annexed
into Premiere Vacation Club.

     The  Company  recognizes revenue  from  the  sale  of  Vacation  Ownership
Interests at such time  as  a  minimum  of  10%  of the purchase price has been
received in cash, the statutory rescission period  has  expired,  the  buyer is
committed  to  continued  payments  of  the  remaining  purchase  price and the
Company's  future  obligations  for the Vacation Ownership Interests have  been
released.  Resort operating revenues  are  recorded  as the rooms are rented or
the services are performed.

     Costs  associated  with  the  acquisition  and  development   of  Vacation
Ownership  Interests, including carrying costs such as interest and taxes,  are
capitalized  and  amortized  to  cost  of  sales  as  the respective revenue is
recognized.


                                        10

<PAGE>




Results of Operations

     The  following  table  sets  forth certain operating information  for  the
Company:

<TABLE>
<CAPTION>
                                                                 Three Months Ended     Nine Months Ended
                                                                    September 30,         September 30,
                                                                   2002       2003       2002       2003
                                                                 --------   --------   --------   --------
<S>                                                            <C>         <C>        <C>        <C>
As a percentage of total revenues:
   Sales of Vacation Ownership Interests                            63.3%      63.6%      61.5%      63.8%
   Resort operating revenue                                         26.9%      27.2%      28.4%      27.3%
   Interest income                                                   9.8%       9.2%      10.1%       8.9%
   Total revenues                                                  100.0%     100.0%     100.0%     100.0%
As a percentage of sales of Vacation Ownership Interests:
   Cost of Vacation Ownership Interests sold                        14.5%      13.2%      14.5%      13.3%
   Sales and marketing                                              63.6%      65.9%      62.4%      66.7%
   Provision for doubtful accounts                                   4.4%       4.4%       4.4%       4.4%
   Contribution margin percentage from sale of Vacation
     Ownership Interests (1)
                                                                    17.5%      16.5%      18.7%      15.5%
As a percentage of resort operating revenue:
   Cost of resort operations                                        93.9%      94.7%      88.7%      91.3%

As a percentage of total revenues:
   General and administrative                                       10.4%       9.0%      10.6%       8.4%
   Depreciation and amortization                                     2.0%       2.5%       1.9%       2.6%
   Operating income                                                 10.1%       9.5%      12.3%      10.2%

Selected operating data:
   Vacation Ownership Interests sold (2) (3)                         515        614      1,493      1,713
   Average sales price per Vacation Ownership Interest
     sold (excluding revenues from Upgrades) (2)                 $15,072    $14,899    $14,621    $14,815
   Average sales price per Vacation Ownership Interest
     sold (including revenues from Upgrades) (2)                 $18,414    $17,728    $17,496    $17,920

</TABLE>

______________________________

(1) Defined as: the sum of Vacation  Ownership  Interest sales less the cost of
    Vacation Ownership Interests sold less sales  and marketing expenses less a
    provision  for doubtful accounts, divided by sales  of  Vacation  Ownership
    Interests.

(2) Reflects all Vacation Ownership Interests on an annual basis.

(3) Consists of  an  aggregate  of  792  and  897  biennial and annual Vacation
    Ownership Interests for the three months ended September 30, 2002 and 2003,
    respectively,  and 2,254 and 2,557 biennial and annual  vacation  ownership
    interests  for  the   nine  months  ended  September  30,  2002  and  2003,
    respectively.


                                        11



Comparison of the Three and  Nine  Months Ended September 30, 2002 to the Three
and Nine Months Ended September 30, 2003

     Sales of Vacation Ownership Interests  increased  16.3%  or  $1,571,336 to
$11,200,739 for the three months ended September 30, 2003, from $9,629,403  for
the  same  period  in 2002 and increased 19.8% or $5,245,853 to $31,766,238 for
the nine months ended  September  30, 2003 from $26,520,385 for the same period
in 2002.  The growth in the third quarter reflects primarily increases in sales
from the Las Vegas and San Carlos sales  offices  and year to date increases in
sales from these offices and greater sales to existing owners.

     The average sales price per Vacation Ownership  Interest  sold  (excluding
revenues from Upgrades) decreased 1.1% or $173 in 2003 to $14,899 for the three
months  ended  September 30, 2003 from $15,072 for the same period in 2002  and
increased 1.3% or  $194 to $14,815 for the nine months ended September 30, 2003
from $14,621 for the  same  period  in  2002.  The slight decrease in the third
quarter average sales price is due to variation  in  product  mix between years
largely  due  to  the  addition and growth of the Las Vegas sales office.   The
number of Vacation Ownership  Interests  sold  increased  19.2% from 515 in the
three months ended September 30, 2002 to 614 for the same period  in  2003  and
increased 14.7% from 1,493 in the nine months ended September 30, 2002 to 1,713
for  the  same period in 2003 due to increased sales in 2003 from the Las Vegas
office which opened in January 2002.  The three and nine months ended September
30, 2003 included  567 and 1,689 biennial Vacation Ownership Interests (counted
as 283.5 and 844.5 annual  Vacation  Ownership  Interests)  compared to 555 and
1,523 biennial Vacation Ownership Interests (counted as 277.5  and 761.5 annual
Vacation Ownership Interests) in the same periods in 2002, respectively.

     Upgrade revenue, included in Vacation Ownership Interest sales,  increased
0.9%  to  $1,735,554  for  the  three  months  ended  September  30,  2003 from
$1,719,459  for  the same period in 2002 and increased 23.9% to $5,316,905  for
the nine months ended September 30, 2003 from $4,290,796 for the same period in
2002.  Upgrades often  do not involve the sale of additional Vacation Ownership
Interests (merely their  exchange)  and,  therefore, such Upgrades increase the
average sales price per Vacation Ownership  Interest sold.  Upgrade revenue has
increased  due  to  the  expansion  of  marketing efforts  to  existing  owners
commencing in 2002.  The average sales price  per  Vacation  Ownership Interest
sold  (including  Upgrades)  decreased  3.7% or $686 to $17,728 for  the  three
months ended September 30, 2003 from $18,414 in 2002 and increased 2.4% or $424
to $17,920 for the nine months ended September  30,  2003  from $17,496 for the
same  period  in  2002.   The  third  quarter decrease in average  sales  price
reflects the combination of the variation  in  product mix described above, and
comparable upgrade revenue between years coupled  with  significant  growth  in
sales to new buyers from the Las Vegas and San Carlos sales offices in 2003.

     Resort  operating  revenue  increased  17.3%  and  11.2%  or  $709,689 and
$1,376,661  to  $4,800,706 and $13,620,848 for the three and nine months  ended
September  30,  2003,  respectively,  reflecting  increased  occupancy  at  all
resorts, revenue  from  the Joey Bistro restaurant at the Carriage House in Las
Vegas which opened in late November 2002, and revenue from Bogee's Sports Bar &
Grill in Las Vegas ("Bogee's")  which  opened  in  July  2003.   Cost of resort
operations as a percentage of resort operating revenue increased from  93.9% to
94.7%  for the third quarter ended September 30, 2003 and increased from  88.7%
to 91.3%  for  the nine months ended September 30, 2003.  The increases in cost
as a percentage  of  revenue  for the three and nine months ended September 30,
2003 reflect the start up and operating  losses at Joey Bistro and Bogee's both
in Las Vegas.  The Company has adjusted its  marketing  methods  and certain of
its  operating  parameters  to  reduce costs at Joey Bistro.  In addition,  the
restaurant will receive additional  exposure  as  a result of the relocation of
the vacation ownership sales operation to the Carriage  House further described
below.  Effective October 31, 2003, the Company has ceased operating Bogee's.

     Interest income increased 8.8% to $1,615,546 for the  three  months  ended
September  30,  2003  from $1,484,663 for the same period in 2002 and increased
2.3% to $4,441,154 for the nine months ended September 30, 2003 from $4,340,829
for the same period in  2002, reflecting the increase in interest bearing notes
receivable between years  as  well  as greater sales of Customer Notes in 2003,
for which the Company recognizes the interest premium upon sale of the note.

     Cost of Vacation Ownership Interests  sold  as  a  percentage  of Vacation
Ownership  Interest  sales  decreased from 14.5% for the three and nine  months
ended September 30, 2002 to 13.2%  and  13.3%,  respectively, for the three and
nine  months  ended  September 30, 2003, reflecting  favorable  costs  for  the
acquisition of vacation  ownership interests in the Carriage House and the Bell
Rock Inn, net of improvements made to resort properties.



                                        12



     Sales  and marketing as  a  percentage  of  sales  of  Vacation  Ownership
Interests increased to 65.9% for the three months ended September 30, 2003 from
63.6% for the  same  period  in  2002  and  to  66.7% for the nine months ended
September  30,  2003 from 62.4% for the same period  in  2002,  reflecting  the
greater scale of  the Las Vegas sales center in 2003 and lower closing rates in
the first two quarters  of 2003 and higher marketing costs year to date for the
Sedona sales office.  The Las Vegas sales center opened in the first quarter of
2002 and the Company continues  to  adjust  and  refine the sales and marketing
methods  of  this  new  operation.   The  office  has  generated  substantially
increased tours and sales between years.  However, sales are at a greater sales
and  marketing  cost  as  a percentage of sales than the Company's  established
offices.  In October 2003, the Las Vegas sales operation was relocated from its
offsite location to the Carriage  House  and  the  scale  of  the operation was
reduced.   The  Company  plans  to  generate  fewer  tours  to this office  but
anticipates greater sales volume per tour and reduced sales and marketing costs
as a percentage of sales revenue.

     The provision for doubtful accounts as a percentage of Vacation  Ownership
Interest  sales was consistent at 4.4% of sales of Vacation Ownership Interests
in the three and nine month periods ended September 30, 2002 and 2003.

     General  and  administrative  expenses decreased to 9.0% and 8.4% of total
timeshare revenue for the third quarter  and  nine  months  ended September 30,
2003, from 10.4% and 10.6% for the same periods in 2002.  The  decrease for the
three and nine month periods reflect greater professional fees in  2002 related
to  website development and to Premiere Park, and in 2003 earnings from  rental
income  from  GWWI,  a gain on the early extinguishment of a note payable which
offset general and administrative  expenses and lower accrued contributions for
the ESOP plan.

     Income from land and other, net include gains of $108,970 and $422,633 for
the three and nine months ended September 30, 2003, respectively, on bulk sales
of Vacation Ownership Interests owned by the Company's subsidiary Genesis and a
gain of $131,243 in the third quarter  on the sale of a parcel of land owned by
Genesis.  In the nine months ended September  30,  2002,  income  from land and
other, net includes a gain of $586,111 on the sale and leaseback of  the Sedona
Station (the Sedona sales office) offset by a loss of $48,887 on the assumption
of the assets and liabilities of Sedona Worldwide Incorporated.

     The 5.0% and 9.6% increases in interest expense to $579,943 and $1,665,693
for  the  three  and  nine  months  ended  September 30, 2003 from $552,209 and
$1,519,995 for the same periods in 2002, respectively,  reflects  the  combined
net effect of a greater average balance in 2003 and lower interest rates on the
Company's variable rate notes.

LIQUIDITY AND CAPITAL RESOURCES

Sources of Cash

     The  Company  generates cash primarily from the sale of Vacation Ownership
Interests (including  Upgrades), from the financing of Customer Notes from such
sales and from resort operations.   During  the nine months ended September 30,
2002  and  2003,  cash provided by operations was  $4,728,588  and  $9,389,604,
respectively.  The  increase  in  cash  provided  by  operations reflects a net
decrease  in  resort property held for Vacation Ownership  Interest  sales  and
resort property under development due to increased sales and fewer additions in
2003, the non-cash  gain on sale of property and equipment included in 2002 net
income, greater increases  in  other  assets in 2002 for the investment in GWWI
and larger estimated tax payments, and  the  undistributed losses on the equity
investment in GWWI, net of decreased net income and related income tax expense,
and the effect of common stock issued to employees in lieu of cash compensation
in 2002.

     For regular federal income tax purposes, the Company reports substantially
all of its non-factored financed Vacation Ownership  Interest  sales  under the
installment  method.   Under  the  installment  method,  the Company recognizes
income on sales of Vacation Ownership Interests only when  cash  is received by
the Company in the form of a down payment, as an installment payment,  or  from
proceeds  from  the  sale  of  the  Customer  Note.  The deferral of income tax
liability  conserves  cash  resources  on a current  basis.   Interest  may  be
imposed, however, on the amount of tax attributable to the installment payments



                                        13



for the period beginning on the date of sale and ending on the date the related
tax is paid.  If the Company is otherwise  not  subject  to tax in a particular
year, no interest is imposed since the interest is based on  the  amount of tax
paid  in  that  year.  The condensed consolidated financial statements  do  not
contain an accrual  for any interest expense that would be paid on the deferred
taxes related to the  installment  method,  as  the  interest  expense  is  not
estimable.

     At  December 31,  2002, the Company, excluding its Genesis subsidiary, had
NOL carryforwards of approximately  $1.4  million, which expire in 2017 through
2020.   At  December 31,  2002,  Genesis  had  federal   NOL  carryforwards  of
approximately $2.1 million, which are limited as to usage  because  they  arise
from built in losses of an acquired company.  In addition, such losses can only
be  utilized  through  the  earnings of Genesis and are limited to a maximum of
$189,000 per year.  To the extent  the  entire  $189,000  is  not utilized in a
given year, the difference may be carried forward to future years.   Any unused
Genesis NOLs will expire in 2008.

     In  addition,  Section 382 of the Internal Revenue Code imposes additional
limitations on the utilization of NOLs by a corporation following various types
of ownership changes,  which result in more than a 50% change in ownership of a
corporation within a three-year  period.   Such  changes  may  result  from new
Common  Stock  issuances  by  the  Company  or changes occurring as a result of
filings with the Securities and Exchange Commission of Schedules 13D and 13G by
holders of more than 5% of the Common Stock,  whether involving the acquisition
or  disposition  of  Common  Stock.  If such a subsequent  change  occurs,  the
limitations of Section 382 would  apply  and  may  limit  or  deny  the  future
utilization of the NOL by the Company, which could result in the Company paying
substantial additional federal and state taxes.

Uses of Cash

     Investing  activities  typically  reflect  a  net  use  of cash because of
capital  additions  and  loans  to  customers in connection with the  Company's
Vacation  Ownership Interest sales.  Net  cash  used  in  investing  activities
during the  nine  months  ended  September 30, 2002 and 2003 was $7,946,977 and
$11,283,873, respectively.  The increase includes the note receivable from GWWI
for advances of $2,693,857 during  2003  as  well  as  greater  Customer  Notes
receivable  due  to  increased  sales  of Vacation Ownership Interests in 2003.
Purchases  of  plant  and equipment decreased  between  years,  reflecting  the
construction activity on the Las Vegas sales center in 2002.

     Net cash provided  by  financing  activities  for  the  nine  months ended
September  30, 2002 and 2003 was $2,136,628 and $1,372,169, respectively.   The
decrease reflects  lower  borrowings in 2003, and the payment of cash dividends
on common stock for the first  and second quarter of 2003, net of a decrease in
treasury stock purchases in 2003.

     The Company requires funds  to  finance  the  acquisitions of property for
future resort development and to further develop the  existing resorts, as well
as to make capital improvements and support current operations.

     Customer  defaults  have  a significant impact on cash  available  to  the
Company from financing Customer  Notes  receivable in that notes which are more
than 60 to 90 days past due are not eligible  as  collateral.  As a result, the
Company in effect must repay borrowings against such  notes  or  buy  back such
notes if they were sold with recourse.

     On  April 9, 1999 (effective January 1, 1999), the Company formed the  ILX
Resorts Incorporated Employee Stock Ownership Plan and Trust (the "ESOP").  The
intent of the ESOP is to provide a retirement program for employees that aligns
their interests  with  those  of  the  Company.   During  the nine months ended
September  30,  2003,  the Company made contributions to the ESOP  of  $136,125
which were used to make  principal  and  interest  payments on the note payable
secured by common stock of the Company owned by the  ESOP and guaranteed by the
Company.

     The  ESOP  may  purchase additional shares for future  year  contributions
through loans made directly  to  the  ESOP and guaranteed by the Company.  Such
borrowings are not expected to exceed $1,000,000.



                                        14



Credit Facilities and Capital

     At September 30, 2003, the Company  has  an  agreement through 2005 with a
financial institution for a commitment of $30 million,  under which the Company
may sell certain of its Customer Notes. The agreement provides  for  sales on a
recourse  basis with a percentage of the amount sold held back by the financial
institution  as additional collateral.  Customer Notes may be sold at discounts
or premiums to the principal amount in order to yield the consumer market rate,
as defined by  the  financial institution.  If a customer pays off a note prior
to maturity of the note, the financial institution may recover from the Company
the unearned interest premium, if any.  At September 30, 2003, $20.7 million of
the $30 million commitment was available to the Company.


     The Company also  has  a  financing  commitment  aggregating  $30  million
whereby  the Company may borrow against notes receivable pledged as collateral.
These borrowings  bear  interest at a rate of prime plus 1.5%.  The $30 million
commitment expires in 2003 and the maturity is in 2008.  At September 30, 2003,
approximately $10.6 million is available under this commitment.

     At September 30, 2002  and  2003,  the  Company  had  approximately  $12.8
million  and  $14.4 million, respectively, in outstanding notes receivable sold
on a recourse basis.   Portions of the notes receivable are secured by deeds of
trust on Los Abrigados Resort & Spa, VCA-South Bend and VCA-Tucson.

     In March 2003 the Company  renegotiated the terms of two notes payable.  A
10% note with an outstanding principal  balance  of  $100,000  maturing in June
2003 and a 12% note with an outstanding principal balance of $453,000  maturing
through  2004  were  consolidated  in  a new note for $2,000,000.  The new note
bears interest at 10%, with principal and  interest  in  the  amount of $20,000
payable monthly through March 2008.

     In April 2003, the Company amended one of its revolving lines  of  credit.
The  new  terms  include  amending  the line to $1,000,000 from $1,500,000, and
changing the maturity to December 31, 2003 from April 30, 2003.

     In May 2003, the Company refinanced  the  existing  mortgage  on VCA South
Bend.  The Company borrowed $2.75 million, of which $718,000 was used  to repay
the  existing mortgage which bore interest at 10.0% and had a maturity date  of
November  2003.   The  new note bears interest at prime plus 1.5%, but not less
than 4.0%, with monthly  principal  payments  of  $35,000 plus interest through
January 2010.

     In May 2003, the Company entered into an agreement  to borrow $2.0 million
to  replenish working capital that had been used in part to  purchase  Vacation
Ownership  Interests  in  the  Carriage  House  in  Las  Vegas.  The note bears
interest  at  prime  plus  2.0%,  but  not less than 7.0%, with  principal  and
interest payments of $30,000 due monthly  until  maturity  in  May 2008, and is
secured by Carriage House Vacation Ownership Interests.

     In May 2003, the Company amended an existing construction loan  to  secure
an additional $2.0 million in construction financing for current projects.

     In  October  2003,  the  Company  entered  into a revolving line of credit
agreement, secured by certain Customer Notes, with  a  bank to provide $600,000
of working capital.  The line of credit bears interest at  prime plus 1.0% with
interest  paid  monthly and all unpaid principal and interest  due  in  October
2004.

     In the first  nine  months  of 2003, the Company purchased 90,895 treasury
shares for a cost of $737,285.

     In the future, the Company may  negotiate  additional  credit  facilities,
issue corporate debt, issue equity securities, or any combination of the above.
Any  debt  incurred  or issued by the Company may be secured or unsecured,  may
bear interest at fixed  or  variable  rates  of interest, and may be subject to
such  terms  as  management  deems  prudent.  While  the  Company  believes  it
maintains excellent relationships with  its  lenders  and  will seek renewal or
replacement of existing lines upon their maturity, there is  no  assurance that
the  Company will be able to secure additional corporate debt or equity  at  or
beyond  current levels or that the Company will be able to maintain its current
level of  debt.   The  Company  has been negotiating with additional lenders to
supplement its existing credit facilities.



                                        15



     The Company believes available  borrowing  capacity,  together  with  cash
generated  from operations, will be sufficient to meet the Company's liquidity,
operating and capital requirements for at least the next twelve months.

CONTRACTUAL CASH OBLIGATIONS AND COMMERCIAL COMMITMENTS

     The  following   table  presents  our  contractual  cash  obligations  and
commercial commitments  as  of  September  30,  2003.   The  Company also sells
consumer notes with recourse.  The Company has no other significant contractual
obligations or commercial commitments either on or off balance sheet as of this
date.

<TABLE>
<CAPTION>
                                                    PAYMENTS DUE BY PERIOD
CONTRACTUAL CASH
OBLIGATIONS                      TOTAL      < 1 YEAR       1-3 YEARS      4-5 YEARS      > 5 YEARS
-------------------------    ------------  ------------   ------------   ------------   ------------
<S>                  <C>    <C>           <C>            <C>            <C>            <C>

LONG-TERM DEBT               $ 47,359,000  $  9,078,000   $ 14,798,000   $ 17,100,000   $  6,383,000
CAPITAL LEASE OBLIGATIONS          29,000        29,000             --             --             --
OPERATING LEASES               18,081,000     1,741,000      2,857,000      2,158,000     11,325,000
-------------------------    ------------  ------------   ------------   ------------   ------------
TOTAL                        $ 65,469,000  $ 10,848,000   $ 17,655,000   $ 19,258,000   $ 17,708,000
                             ============  ============   ============   ============   ============
</TABLE>

SEASONALITY

     The  Company's  revenues  are moderately seasonal with the volume  of  ILX
owners,  hotel guests and Vacation  Ownership  Interest  exchange  participants
typically  greatest  in  the  second and third fiscal quarters.  As the Company
expands into new markets and geographic  locations  it may experience increased
or  additional  seasonality  dynamics which may cause the  Company's  operating
results to fluctuate.

INFLATION

     Inflation and changing prices  have  not  had  a  material  impact  on the
Company's revenues, operating income and net income during any of the Company's
three  most  recent  fiscal  years or the nine months ended September 30, 2003.
However, to the extent inflationary  trends affect short-term interest rates, a
portion of the Company's debt service  costs  may  be  affected  as well as the
rates the Company charges on its Customer Notes.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     None

ITEM 4. CONTROLS AND PROCEDURES

     (a)Evaluation of Disclosure Controls and Procedures

     Based  on  their  evaluation  of  the  Company's  disclosure controls  and
     procedures (as defined in Rule 13a-15(e) under the Securities and Exchange
     Act  of  1934  (the  "Exchange  Act")), the Company's principal  executive
     officer and principal financial officer  have concluded that as of the end
     of  the  period  covered  by  this  quarterly report  on  Form  10-Q  such
     disclosure  controls  and  procedures  are   effective   to   ensure  that
     information  required  to be disclosed by the Company in reports  that  it
     files or submits under the Exchange Act is recorded, processed, summarized
     and reported within the  time periods specified in Securities and Exchange
     Commission rules and forms.

     (b)Changes in Internal Control over Financial Reporting

     During the quarter under report,  there  was  no  change  in the Company's
     internal control over financial reporting that has materially affected, or
     is reasonably likely to materially affect, the Company's internal  control
     over financial reporting.


                                        16


<PAGE>


                                    PART II

ITEM 1. LEGAL PROCEEDINGS

     In  September  2003,  the  Company  received  pleadings  indicating that a
lawsuit against the Company and its Sedona Vacation Club and Premiere  Vacation
Club businesses was filed by two individuals claiming damages for deceptive and
abusive  practices  on  behalf  of  a purported class of purchasers of vacation
ownership  interests.   The suit alleges  claims  for  breach  of  the  Arizona
Consumer Fraud Act, the Arizona  Real  Estate Timeshare Act, breach of contract
and unjust enrichment.  Plaintiffs also  seek declaratory relief and imposition
of a constructive trust over timeshare owners'  purchase  money and maintenance
fee payments.  Plaintiffs seek to have their claims certified  for class action
treatment.  The Company believes that the allegations are without  merit and is
vigorously  defending  plaintiffs'  claims.   On  the  date  that the Company's
response  to  the  complaint  is  due, defendants will answer and file  certain
motions.  Discovery and motion practice have not begun.

     Other  litigation  has  arisen in  the  normal  course  of  the  Company's
business, none of which is deemed to be material.

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS

        None

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

        None

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

        None

ITEM 5. OTHER INFORMATION

        None

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

        (i)  Exhibits

        Exhibit No.  Description
        -----------  -----------
           31        CERTIFICATION  PURSUANT  TO  18  U.S.C. {section} 1350, AS
                     ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT
                     OF 2002
           32        CERTIFICATION PURSUANT TO 18  U.S.C.  {section} 1350, AS
                     ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT
                     OF 2002


                                        17




        (ii)Reports on Form 8-K

             1. Registrant's Form 8-K dated August 1, 2003 and filed  with  the
                Securities and Exchange Commission on August 1, 2003 related to
                a  press  release regarding the Company's financial results for
                the second quarter ended June 30, 2003.
             2. Registrant's Form 8-K dated September 29, 2003 and filed with
                the Securities and Exchange Commission on September 30, 2003
                related to a press release regarding disclosure by the Company
                and its Sedona Vacation Club and Premiere Vacation Club
                businesses of the receipt of pleadings on September 23, 2003
                indicating that a lawsuit was filed by two individuals claiming
                damages for deceptive and abusive practices on behalf of a
                purported class of purchasers of vacation ownership interests.


                                        18


<PAGE>


                                  SIGNATURES




            Pursuant to the  requirements  of  the  Securities  Exchange Act of
1934, as amended, the Registrant has duly caused its quarterly report  on  Form
10-Q to be signed on its behalf by the undersigned thereunto duly authorized.



                           ILX RESORTS INCORPORATED
                                 (Registrant)




                             /s/ Joseph P. Martori
                          ---------------------------
                               Joseph P. Martori
                            Chief Executive Officer




                              /s/ Nancy J. Stone
                          ---------------------------
                                Nancy J. Stone
                                   President



                            /s/ Margaret M. Eardley
                          ---------------------------
                              Margaret M. Eardley
              Executive Vice President & Chief Financial Officer




                           /s/ Taryn L. Chmielewski
                          ---------------------------
                             Taryn L. Chmielewski
                                Vice President
                             Corporate Controller



Date:  As of November 11, 2003



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