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 June 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 June 30, 2003
-------------------------------         ----------------------------
Common Stock, without par value                2,883,435 shares




                                     PART I

ITEM 1.    FINANCIAL STATEMENTS

                    ILX RESORTS INCORPORATED AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>

                                                   December 31,      June 30,
                                                       2002            2003
-------------------------------------------------------------------------------
                                                                   (Unaudited)
<S>                                                <C>            <C>
                                 ASSETS
  Cash and cash equivalents                         $ 2,399,175    $ 2,413,499
  Notes receivable, net                              34,019,271     37,120,540
  Note receivable from related party                         --      1,656,308
  Resort property held for Vacation Ownership        24,150,438     21,928,069
  Interest sales
  Resort property under development                     263,127        305,100
  Land held for sale                                    811,590        813,409
  Deferred assets                                        84,606         54,155
  Property and equipment, net                         9,008,973      9,772,274
  Other assets                                        9,683,608     11,038,257
-------------------------------------------------------------------------------
     TOTAL ASSETS                                   $80,420,788    $85,101,611
===============================================================================

                  LIABILITIES AND SHAREHOLDERS' EQUITY
LIABILITIES
  Accounts payable                                  $ 1,760,570    $ 1,761,136
  Accrued and other liabilities                       2,737,844      4,572,292
  Income taxes payable                                  178,071             --
  Notes payable                                      44,729,013     46,407,234
  Deferred income taxes                               3,268,284      4,262,176
-------------------------------------------------------------------------------
     Total liabilities                               52,673,782     57,002,838
-------------------------------------------------------------------------------

SHAREHOLDERS' EQUITY
 Preferred stock, $10 par value; 10,000,000
  shares authorized; 177,591 and 173,322
  shares issued and outstanding; liquidation            916,726        904,943
  preference of $1,775,910 and $1,733,220
 Common stock, no par value; 30,000,000
  shares authorized; 4,346,387 and 4,378,950         19,497,334     19,667,905
  shares issued
 Treasury stock, at cost, 1,414,795 and
  1,495,515 shares, respectively                     (5,268,277)    (5,922,854)
 Additional paid in capital                              66,050         61,485
 Guaranteed ESOP obligation                            (181,500)       (90,750)
 Retained earnings                                   12,716,673     13,478,044
-------------------------------------------------------------------------------
     Total shareholders' equity                      27,747,006     28,098,773
-------------------------------------------------------------------------------

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY          $80,420,788    $85,101,611
===============================================================================

</TABLE>

            See notes to condensed consolidated financial statements

                                        2



                    ILX RESORTS INCORPORATED AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)
<TABLE>
<CAPTION>

                                                 Three months ended,            Six months ended
                                                       June 30,                      June 30,
                                             --------------------------    ---------------------------
                                                 2002           2003          2002            2003
------------------------------------------------------------------------------------------------------
<S>                                         <C>            <C>            <C>            <C>
REVENUES:
 Sales of Vacation Ownership Interests       $ 9,706,137    $11,087,310    $16,890,982    $20,565,499
 Resort operating revenue                      4,523,454      4,848,631      8,153,170      8,820,142
 Interest income                               1,831,437      1,521,274      2,856,166      2,825,608
------------------------------------------------------------------------------------------------------
  Total revenues                              16,061,028     17,457,215     27,900,318     32,211,249
------------------------------------------------------------------------------------------------------

COST OF SALES AND OPERATING EXPENSES:
 Cost of Vacation Ownership Interests sold     1,409,789      1,485,785      2,457,850      2,758,169
 Cost of resort operations                     3,653,890      4,183,647      7,019,260      7,889,391
 Sales and marketing                           5,847,783      7,344,946     10,431,772     13,818,643
 General and administrative                    1,874,177      1,211,354      2,972,854      2,616,807
 Provision for doubtful accounts                 427,368        487,684        742,131        901,697
 Depreciation and amortization                   271,647        417,088        494,484        833,196
------------------------------------------------------------------------------------------------------
  Total cost of sales and operating expenses  13,484,654     15,130,504     24,118,351     28,817,903
------------------------------------------------------------------------------------------------------

Operating income                               2,576,374      2,326,711      3,781,967      3,393,346

Income from land and other, net
 (Related Party)                                 (54,622)        74,074        471,751        385,642
------------------------------------------------------------------------------------------------------

Total operating income                         2,521,752      2,400,785      4,253,718      3,778,988

Interest expense                                (481,585)      (559,963)      (967,786)    (1,085,750)
Equity in loss of related party
investment                                            --       (102,147)            --       (151,099)
------------------------------------------------------------------------------------------------------

Income before income taxes                     2,040,167      1,738,675      3,285,932      2,542,139

Income tax expense                              (816,066)      (695,469)    (1,314,373)    (1,013,978)
------------------------------------------------------------------------------------------------------

NET INCOME                                    $1,224,101    $ 1,043,206    $ 1,971,559    $ 1,528,161
======================================================================================================

NET INCOME PER SHARE
  Basic                                       $     0.41    $      0.35    $      0.66    $      0.51
======================================================================================================
  Diluted                                     $     0.40    $      0.35    $      0.64    $      0.51
======================================================================================================

DIVIDENDS PER SHARE                           $       --    $      0.10    $        --    $      0.20
======================================================================================================
</TABLE>


            See notes to condensed consolidated financial statements

                                        3



                    ILX RESORTS INCORPORATED AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                  Six months ended June 30,
                                                                -----------------------------
                                                                    2002             2003
---------------------------------------------------------------------------------------------
<S>                                                            <C>              <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
 Net income                                                     $ 1,971,559      $ 1,528,161
 Adjustments to reconcile net income to net cash provided
  by operating activities:
 Gain on sale of property and equipment                            (571,634)              --
 Gain on extinguishment of debt                                          --          (82,294)
 Undistributed losses of equity investment in a related                  --          151,099
  party
 Loss on assumption of Sedona Worldwide Incorporated assets
  and liabilities                                                    48,887               --
 Income tax expense                                               1,314,373        1,013,978
 Provision for doubtful accounts                                    742,131          901,697
 Depreciation and amortization                                      494,484          833,196
 Amortization of guarantee fees                                      22,533           30,451
 Common stock issued to employees for services                      403,697           18,733
 Change in assets and liabilities:
   (Increase) decrease in resort property held for Vacation
   Ownership Interest sales                                      (3,427,684)       2,222,369
   Decrease (increase) in resort property under development       4,213,750          (41,973)
   Decrease (increase) in land held for sale                         37,586           (1,819)
   Increase in other assets                                      (1,390,478)      (1,520,588)
   (Decrease) increase in accounts payable                         (256,671)             566
   Increase in accrued and other liabilities                        946,725        1,548,979
   Decrease in income taxes payable                                (548,417)        (198,157)
   Decrease in due to affiliates                                    (24,022)              --
---------------------------------------------------------------------------------------------
Net cash provided by operating activities                         3,976,819        6,404,398
---------------------------------------------------------------------------------------------

CASH FLOWS FROM INVESTING ACTIVITIES:
 Increase in notes receivable, net                               (2,459,420)      (4,002,966)
 Increase in note receivable from related party                          --       (1,656,308)
 Cash acquired from Sedona Worldwide Incorporated                    30,457               --
 Purchases of plant and equipment, net                           (2,368,650)      (1,345,978)
---------------------------------------------------------------------------------------------
Net cash used in investing activities                            (4,797,613)      (7,005,252)
---------------------------------------------------------------------------------------------

CASH FLOWS FROM FINANCING ACTIVITIES:
 Proceeds from notes payable                                     11,140,322       11,871,334
 Principal payments on notes payable                            (10,062,161)     (10,353,113)
 Principal payments on notes payable to affiliates                 (300,000)              --
 Preferred stock dividends                                          (47,321)         (47,321)
 Common stock dividends including offering costs                         --         (226,169)
 Redemption of preferred stock                                         (770)              --
 Proceeds from exercise of stock options                             80,000           23,000
 Acquisition of treasury stock and other                           (722,205)        (652,553)
---------------------------------------------------------------------------------------------
Net cash provided by financing activities                            87,865          615,178
---------------------------------------------------------------------------------------------

(DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS                   (732,929)          14,324

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

CASH AND CASH EQUIVALENTS AT END OF PERIOD                      $ 2,815,129      $ 2,413,499
=============================================================================================

</TABLE>


            See notes to condensed consolidated financial statements

                                        4



                        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  six-month  period  ended
June 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>
<CONTENTS>

                        Three Months Ended June 30,      Six Months Ended June 30,
                        --------------------------       ------------------------
                             2002           2003             2002             2003
----------------------------------------------------------------------------------
<S>                     <C>            <C>              <C>             <C>
Interest paid           $ 472,257      $ 560,545        $ 973,254       $1,088,241
Income taxes paid         332,266        302,834          880,683          495,431
Interest capitalized       85,093         50,112          174,961           98,231

</TABLE>


Accounting Policies-- 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 ("FIB 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


                        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>
<CONTENTS>

                                   Three Months Ended June 30,    Six Months Ended June 30,
                                         2002         2003            2002            2003
------------------------------------------------------------------------------------------
<S>                                <C>          <C>             <C>             <C>
Net income                         $1,224,101   $1,043,206      $1,971,559      $1,528,161

Less: Series A preferred stock
dividends                             (11,830)     (11,830)        (23,660)        (23,660)
------------------------------------------------------------------------------------------

Net income available to common
stockholders - basic               $1,212,271   $1,031,376      $1,947,899      $1,504,501
==========================================================================================
Weighted average shares of
common stock outstanding -
basic                               2,932,535    2,910,676       2,933,689       2,922,990
==========================================================================================
Basic net income per share         $     0.41   $     0.35      $     0.66      $     0.51

</TABLE>



                          Diluted Net Income Per Share


<TABLE>
<CONTENTS>

                                   Three Months Ended June 30,    Six Months Ended June 30,
                                         2002         2003            2002            2003
------------------------------------------------------------------------------------------
<S>                                <C>          <C>             <C>             <C>

Net income                         $1,224,101   $11,043,206     $1,971,559      $1,528,161
Less: Series A preferred stock
dividends                             (11,830)      (11,830)       (23,660)         23,660)
------------------------------------------------------------------------------------------
Net income available to common
stockholders - diluted             $1,212,271   $ 1,031,376     $1,947,899      $1,504,501
==========================================================================================
Weighted average shares of common
stock outstanding                   2,932,535     2,910,676      2,933,689       2,922,990
Add: Convertible preferred stock
(Series B and C) dilutive effect       71,796        38,656         75,078          38,868

  Stock options dilutive effect        44,895         7,205         44,993           7,532
------------------------------------------------------------------------------------------
Weighted average shares of common
stock outstanding - dilutive        3,049,226     2,956,537      3,053,760       2,969,390
==========================================================================================
Diluted net income per share       $     0.40   $     $0.35     $     0.64      $     0.51
==========================================================================================

</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 six months ended at
June  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.

Note 3. Shareholders' Equity

     During the six months ended June 30, 2003, the Company issued 100 shares of
restricted common stock, valued at $386 and 2,045 shares of common stock, valued
at  $18,347, 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 six

                                        6



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


months ended June 30, 2003, the Company recorded the exchange of 4,269 Series  C
Convertible  shares for 1,423 common shares.  Also during the six  months  ended
June  30,  2003,  the Company purchased 80,467 shares of its  common  stock  for
$652,553.

      During the six months ended June 30, 2003, the Company issued 6,243 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 six months ended June 30, 2003, the Company made advances to the
ESOP  of $90,750, which were used to make principal 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 $4,565 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  business  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 second installment of $378,260, which includes $89,925 for
treasury shares held as collateral, has been recorded as a reduction in retained
earnings and an accrued liability at June 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  quarter  dividend paid in April 2003, shareholders  elected  to
receive  28,752  shares of common stock valued at $154,525, net of  legal  fees,
under  the  DRIP  and cash dividends of $164,411.  Of the 28,752  common  shares
issued,  11,000 were purchased in a privately negotiated transaction and  17,752
were  newly  issued  common shares.  The 28,752 common  shares  issued  includes
11,253 common shares issued on treasury shares held as collateral.

      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 300 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 $38,837 for the three months ended  June  30,
2003  and  $313,662 for the six months ended June 30, 2003 was recorded  on  the
sales  and  is  included in Income from land and other, net.  At June  30,  2003
deeds  of  trust for 254 of the Vacation Ownership Interests secure  outstanding
indebtedness from PVC to Genesis of $605,972.

     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. The note is convertible  into  common  shares  of
publicly  traded GWWI at $0.20 per share.  The balance on the note at  June  30,
2003 is $1,656,308 exclusive of guarantees the Company has provided on equipment
leases.   The  total  of  the  note  receivable  and  the  guarantees  aggregate
$2,305,146.  The Company holds a 36.4% equity interest in GWWI at June 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


                                        7


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



the amount of $350,542.  The Company is entitled to a guarantee fee equal to  2%
of  the  lease amount.  The total fee of $7,010.85 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 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.  As of June  30,  2003  the  Company  had
borrowed $1.5 million and the remaining $0.5 million was received in July 2003.

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

Note 6. Subsequent Events

     In July 2003, the Company entered into a guaranty agreement with GWWI under
which the Company has agreed to guarantee 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 amount guaranteed.


                                        8


         Management's Discussion and Analysis of Financial Contition and
                               Results of Operations

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  the
rental  of  its  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  1,718
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.


                                        9


              Management's Discussion and Analysis of Financial Condition and
                               Results of Operations
                                    (continued)


Results of Operations

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

<TABLE>
<CONTENTS>

                                             Three Months Ended June  Six Months Ended June
                                                       30,                    30,

                                            2002           2003       2002             2003
-------------------------------------------------------------------------------------------
<S>                                         <C>            <C>        <C>             <C>
As a percentage of total revenues:
Sales of Vacation Ownership Interests        60.4%          63.5%      60.6%          63.8%
Resort operating revenue                     28.2%          27.8%      29.2%          27.4%
Interest income                              11.4%           8.7%      10.2%           8.8%
-------------------------------------------------------------------------------------------
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%          13.4%      14.6%          13.4%
Sales and marketing                          60.2%          66.2%      61.8%          67.2%
Provision for doubtful accounts               4.4%           4.4%       4.4%           4.4%
Contribution margin percentage from sale of
Vacation Ownership Interests (1)             20.8%          16.0%      19.3%          15.0%
As a percentage of resort operating
revenue:
Cost of resort operations                    80.8%          86.3%      86.1%          89.4%
As a percentage of total revenues:
General and administrative                   11.7%           6.9%      10.7%           8.1%
Depreciation and amortization                 1.7%           2.4%       1.8%           2.6%
Operating income                             16.0%          13.3%      13.6%          10.5%
Selected operating data:
Vacation Ownership Interests sold (2) (3)      558            594        978          1,099
Average sales price per Vacation Ownership
Interest sold (excluding revenues from     $14,515        $14,649    $14,383        $14,768
Upgrades) (2)
Average sales price per Vacation Ownership
Interest sold (including revenues from     $17,140        $18,013    $17,012        $18,026
Upgrades) (2)


</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 832 and 888 biennial  and  annual  Vacation
   Ownership  Interests  for  the three months ended June  30,  2002  and  2003,
   respectively,  and  1,462  and 1,660 biennial and annual  vacation  ownership
   interests  for  the  six  months ended June  30,  2002  and  June  30,  2003,
   respectively.

Comparison of the Three and Six Months Ended June 30, 2002 to the Three and  Six
Months Ended June 30, 2003

     Sales  of  Vacation Ownership Interests increased 14.2%  or  $1,381,173  to
$11,087,310  for the three months ended June 30, 2003, from $9,706,137  for  the
same  period in 2002 and increased 21.86% or $3,674,517 to $20,565,499  for  the
six  months  ended June 30, 2003 from $16,890,982 for the same period  in  2002.
The  increases  reflect primarily sales from the Las Vegas  sales  office  which
opened in mid January 2002 and greater sales to existing owners.


                                        10

              Management's Discussion and Analysis of Financial Condition and
                               Results of Operations
                                    (continued)



     The  average  sales price per Vacation Ownership Interest  sold  (excluding
revenues from Upgrades) increased 0.9% or $134 in 2003 to $14,649 for the  three
months  ended  June  30,  2003 from $14,515 for the  same  period  in  2002  and
increased  2.7% or $385 to $14,768 for the six months ended June 30,  2003  from
$14,383 for the same period in 2002.  The number of Vacation Ownership Interests
sold increased 6.5% from 558 in the three months ended June 30, 2002 to 594  for
the  same  period in 2003 and increased 12.4% from 978 in the six  months  ended
June  30,  2002  to  1,099  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 six months ended June 30, 2003 included  589  and  1,122 biennial
 Vacation Ownership Interests (counted as 294.5 and 561 annual Vacation
 Ownership  Interests)  compared  to  548 and  968  biennial  Vacation Ownership
Interests  (counted as 274 and 484 annual Vacation Ownership Interests)  in  the
same periods in 2002, respectively.

     Upgrade  revenue, included in Vacation Ownership Interest sales,  increased
36.3% to $1,996,389 for the three months ended June 30, 2003 from $1,464,797 for
the  same  period in 2002 and increased 39.3% to $3,581,351 for the  six  months
ended June 30, 2003 from $2,571,337 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 expanded
marketing  efforts  to existing owners.  The average sales  price  per  Vacation
Ownership  Interest sold (including Upgrades) increased 5.1% or $873 to  $18,013
for the three months ended June 30, 2003 from $17,140 in 2002 and increased 6.0%
or $1,014 to $18,026 for the six months ended June 30, 2003 from $17,012 for the
same period in 2002.

     Resort  operating revenue increased 7.2% and 8.2% or $325,177 and  $666,972
to  $4,848,631 and $8,820,142 for the three and six months ended June 30,  2003,
respectively,  reflecting  increased  revenue  from  vacation  interval  owners,
including  increased rates, and revenue from the Joey Bistro restaurant  at  the
Carriage House in Las Vegas which opened in late November 2002.  Cost of  resort
operations as a percentage of resort operating revenue increased from  80.8%  to
86.3%  for  the second quarter ended June 30, 2003 and increased from  86.1%  to
89.4%  for  the  six  months ended June 30, 2003.  The increase  in  cost  as  a
percentage  of  revenue for both the three and six months ended  June  30,  2003
reflects the start up and initial operating losses at Joey Bistro in Las Vegas.

     Interest  income decreased 16.9% to $1,521,274 for the three  months  ended
June 30, 2003 from $1,831,437 for the same period in 2002 and decreased 1.1%  to
$2,825,608 for the six months ended June 30, 2003 from $2,856,166 for  the  same
period  in 2002, reflecting greater prepayments of Customer Notes between  years
and  fluctuations  in the mix of hypothecated and sold paper between  periods.

     Cost  of  Vacation  Ownership Interests sold as a  percentage  of  Vacation
Ownership Interest sales decreased from 14.5% and 14.6%, respectively,  for  the
three  and six months ended June 30, 2002 to 13.4% for the three and six  months
ended  June 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.

     Sales  and  marketing  as  a  percentage of  sales  of  Vacation  Ownership
Interests increased to 66.2% for the three months ended June 30, 2003 from 60.2%
for  the same period in 2002 and to 67.2% for the six months ended June 30, 2003
from 61.8% for the same period in 2002, reflecting the greater scale of the  Las
Vegas  sales  center in 2003.  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 addition, closing rates at the Sedona sales office have  decreased
between years.

     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 six month periods ended June 30, 2002 and 2003.


                                        11


              Management's Discussion and Analysis of Financial Condition and
                               Results of Operations
                                    (continued)




     General  and  administrative expenses decreased to 6.9% and 8.1%  of  total
timeshare  revenue for the second quarter and six months ended  June  30,  2003,
from  11.7% and 10.7% for the same periods in 2002.  The decrease for the  three
and  six  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 and a gain on the early  extinguishment of a note payable which
offset general and administrative expenses, as well as lower accrued
contributions for the ESOP plan in 2003.

     Income  from  land and other, net for the six months ended  June  30,  2003
includes a gain of $313,662 on bulk sales of Vacation Ownership Interests  owned
by  the  Company's subsidiary Genesis.  In the six months ended June  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  16.3%  and  12.2%  increases  in interest  expense  to  $559,963  and
$1,085,750  for the three and six months ended June 30, 2003 from  $481,585  and
$967,786  for the same periods in 2002, respectively, reflects the combined  net
effect  of  greater borrowings 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 six months ended June 30, 2002 and
2003,  cash  provided by operations was $3,976,819 and $6,404,398, 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, and  an
increase  in  accrued  and  other  liabilities reflecting  timing  differences
between   years  in   drawing  funds   from   the  homeowners' associations  for
operating activities, 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  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 $2.3 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



                                        12



              Management's Discussion and Analysis of Financial Condition and
                               Results of Operations
                                    (continued)



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  six
months ended June 30, 2002 and 2003 was $4,797,613 and $7,006,252, respectively.
The  increase includes the note receivable from GWWI for advances of  $1,656,308
during 2003 as  well as increased Customer Notes receivable from the greater
sales generated by  the  Las  Vegas sales office in 2003.  Customer notes
generated by  the  Las Vegas  sales  office  are  retained and hypothecated
against,  not  sold. 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 six months ended June 30,
2002 and 2003 was $87,865 and $615,178, respectively.  The increase reflects
borrowings in the second quarter of 2003 and a decrease in treasury stock
purchases in 2003, net  of the payment of the first  quarter  2003 common stock
dividend.

     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 six months ended June 30,
2003,  the Company made advances to the ESOP of $90,750 which were used  to
make principal 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.

Credit Facilities and Capital

     At June 30, 2003, the Company has an agreement 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 June 30, 2003, $24.0 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  June  30,  2003,
approximately $11.1 million is available under this commitment.


                                        13

              Management's Discussion and Analysis of Financial Condition and
                               Results of Operations
                                    (continued)




     At  June 30, 2002 and 2003, the Company had approximately $12.2 million and
$13.8  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  inlcude 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 borrowed $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.  As of June 30, 2003  the  Company
had borrowed $1.5 million and the remaining $0.5 million was received in
July 2003.

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

     In  the  first  six months of 2003, the Company purchased  80,467  treasury
shares for a cost of $652,553.

     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.

     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 June 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>
<CONTENTS>

Contractual Cash                        PAYMENTS DUE BY PERIOD
Obligations                Total         <1 Year       1-3 Years         4-5 Years           >5 Years
-----------------------------------------------------------------------------------------------------
<S>                  <C>              <C>            <C>               <C>                 <C>
Long-term Debt       $46,369,000      $7,453,000     $14,825,000       $16,459,000         $7,632,000
Capital Lease             38,000          34,000           4,000                --                 --
Obligations
 Operating Leases     17,970,000       1,903,000       3,097,000         2,172,000         10,798,000
-----------------------------------------------------------------------------------------------------

Total                $64,377,000      $9,390,000     $17,926,000       $18,631,000        $18,430,000
=====================================================================================================

</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 six months ended June 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 interrnal control
     over financial reporting.


                                        15



                                     Part II

Item 1.Legal Proceedings

     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

       On  Thursday,  June  19,  2003, the Company held  it  Annual  Meeting  of
Shareholders.   At  this meeting, the Shareholders were asked  to  vote  on  the
following proposal:

       To  elect  eight (8) directors to serve until the next annual meeting  of
Shareholders  of  the Company, or until their successors are  duly  elected  and
qualified.

       The voting results were as follows:

            Nominees recommended in the Proxy Statement:

                                    Votes  For    Votes Against  Votes Withheld
-------------------------------------------------------------------------------

            Steven R. Chanen         2,441,573         0           3,268
            Wayne M. Greenholtz      2,441,640         0           3,200
            Joseph P. Martori        2,432,834         0          12,007
            Joseph  P.  Martori, II  2,430,789         0          14,052
            Patrick J. McGroder III  2,441,581         0           3,259
            Nancy J. Stone           2,437,839         0           7,002
            Steven A. White          2,440,247         0           4,593
            Edward S. Zielinski      2,432,437         0          12,404

        As  a result of the vote, the following eight directors will serve until
the next annual meeting or until his or her successor is elected and qualified:

        Steven  R.  Chanen,  Wayne M. Greenholtz, Joseph P. Martori,  Joseph  P.
Martori, II, Patrick J. McGroder III, Nancy J. Stone, Steven A. White and Edward
S. Zielinski.


                                        16


Item 5.Other Information

       None

Item 6.Exhibits and Reports on Form 8-K

       (i)  Exhibits


       Exhibit No.      Description
       -----------      -----------
          10.1          SECURED PROMISSORY NOTE
                        between VCA Nevada Incorporated and
                        Greens Worldwide Incorporated dated June 30, 2003

          10.2          PLEDGE AGREEMENT
                        between VCA Nevada Incorporated and
                        Greens Worldwide Incorporated dated June 30, 2003

          31            CERTIFICATION PURSUANT TO 18 U.S.C.  1350, AS ADOPTED
                        PURSUANT  TO  SECTION 302 OF THE SARBANES-OXLEY ACT
                        OF 2002

          32            CERTIFICATION PURSUANT TO 18 U.S.C.  1350, AS ADOPTED
                        PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF
                        2002

       (ii) Reports on Form 8-K

       None


                                        17

                                   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 August 11, 2003


                                        18