<PAGE>
                       SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D. C. 20549

                                   FORM 10-Q

                                   (Mark One)

[X]      Quarterly Report Under Section 13 or 15(d) of the Securities Exchange
           Act of 1934 for Quarterly Period Ended SEPTEMBER 30, 2003

or

[ ]      Transition Report Pursuant to Section 13 or 15(d) of the Securities
                              Exchange Act of 1934

                        Commission file number 33-30312


                INTERSTATE LAND INVESTORS II LIMITED PARTNERSHIP
             (Exact Name of Registrant as Specified in its Charter)

                NORTH CAROLINA                           56-1681116
       (State or other jurisdiction of                (I.R.S. Employer
        incorporation or organization)               Identification No.)

                          WACHOVIA SECURITIES, NC0170
                        301 S. COLLEGE ST. - 17TH FLOOR
                            CHARLOTTE, NC 28288-0170
                    (Address of principal executive offices)
                                   (Zip Code)

                                 (704) 715-1384
              (Registrant's telephone number, including area code)

                                 NOT APPLICABLE
             (Former name, former address and former fiscal year,
                         if changed since last report)

Indicate by check mark whether the Registrant has (1) filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding twelve months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.

                                 Yes [X] No [ ]

Indicate by check mark whether the Registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act).

                                 Yes [ ] No [X]

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

       7,650 limited partnership units outstanding at November 19, 2003


                    Page 1 of 9 Sequentially Numbered Pages
<PAGE>
                INTERSTATE LAND INVESTORS II LIMITED PARTNERSHIP

                            CONDENSED BALANCE SHEETS
                 AS OF SEPTEMBER 30, 2003 AND DECEMBER 31, 2002


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

<S>                                                 <C>                  <C>
     ASSETS:

Unimproved Land Held for Investment Purposes         $ 1,911,500         $ 1,911,500
Cash and Cash Equivalents                                 97,544              97,478
                                                     -----------         -----------
  TOTAL ASSETS                                       $ 2,009,044         $ 2,008,978
                                                     ===========         ===========


  LIABILITIES AND PARTNERS' EQUITY (DEFICIT):

Accrued Liabilities                                  $       290         $        20
Due to General Partner                                    37,348                 356
                                                     -----------         -----------
  TOTAL LIABILITIES                                       37,638                 376
                                                     -----------         -----------

Class A Limited Partners' Interest                     1,971,554           2,008,747
Subordinated Limited Partners' Interest                       70                  70
General Partners' Interest                                  (219)               (215)
                                                     -----------         -----------

  TOTAL PARTNER'S EQUITY                               1,971,405           2,008,602
                                                     -----------         -----------

  TOTAL LIABILITIES AND PARTNERS' EQUITY:            $ 2,009,044         $ 2,008,978
                                                     ===========         ===========
</TABLE>

             See attached notes to condensed financial statements


                                       2
<PAGE>
                INTERSTATE LAND INVESTORS II LIMITED PARTNERSHIP

                       CONDENSED STATEMENT OF OPERATIONS
                                  (UNAUDITED)


<TABLE>
<CAPTION>
                                           Three            Three            Nine             Nine
                                           Months           Months          Months           Months
                                           Ended            Ended            Ended            Ended
                                       September 30,    September 30,    September 30,    September 30,
                                           2003             2002            2003             2002
                                       -------------    -------------    -------------    -------------

<S>                                    <C>              <C>              <C>              <C>
INCOME:

 Interest Income                         $     13         $    286         $    186         $  1,102
                                         --------         --------         --------         --------
  Total Income                                 13              286              186            1,102

EXPENSES:
 Property Taxes                                10               10               20               20
 Insurance Expense                              0                0              250              250
 Professional and Legal Fees                6,910              250           18,450            9,930
 General and Administrative Costs           5,426           10,013           18,662           17,836
                                         --------         --------         --------         --------

 Total Expenses                            12,346           10,273           37,382           28,036
                                         --------         --------         --------         --------

NET INCOME (LOSS)                        $(12,334)        $ (9,987)        $(37,197)        $(26,934)
                                         ========         ========         ========         ========


NET INCOME (LOSS) ALLOCATION:
General Partners                         $     (1)        $     (1)        $     (4)        $     (3)
Class A Limited Partners                  (12,332)          (9,986)         (37,193)         (26,931)
                                         --------         --------         --------         --------

 Total Net Income (Loss)
  Allocated to Partners                  $(12,334)        $ (9,987)        $(37,197)        $(26,934)
                                         ========         ========         ========         ========


CLASS A LIMITED PARTNERSHIP
 UNITS OUTSTANDING                          7,650            7,650            7,650            7,650
                                         ========         ========         ========         ========


NET LOSS PER CLASS A
 LIMITED PARTNERSHIP UNIT                $  (1.61)        $  (1.31)        $  (4.86)        $  (3.52)
                                         ========         ========         ========         ========
</TABLE>

             See attached notes to condensed financial statements


                                       3
<PAGE>
                INTERSTATE LAND INVESTORS II LIMITED PARTNERSHIP

               CONDENSED STATEMENT OF PARTNERS' EQUITY (DEFICIT)
             FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2003 AND 2002

                                  (Unaudited)


<TABLE>
<CAPTION>
                                                                                    Subordinated
                                               General             Limited             Limited
                                              Partners             Partners            Partner            Total
                                             -----------         -----------        ------------        -----------

<S>                                          <C>                 <C>                <C>                 <C>
Partners' Equity (Deficit)
  at December 31, 2001                       $      (212)        $ 2,041,315         $        71        $ 2,041,174

Net Income (Loss) for the Nine Months
  Ended September 30, 2002                            (3)            (26,931)                  0            (26,934)
                                             -----------         -----------         -----------        -----------

PARTNERS' EQUITY (DEFICIT)
 AT SEPTEMBER 30, 2002                       $      (215)        $ 2,014,384         $        71        $ 2,014,240
                                             ===========         ===========         ===========        ===========




Partners' Equity (Deficit)
  at December 31, 2002                       $      (215)        $ 2,008,747         $        70        $ 2,008,602

Net Income (Loss) for the Nine Months
  Ended September 30, 2003                            (4)            (37,193)                  0            (37,197)
                                             -----------         -----------         -----------        -----------

PARTNERS' EQUITY (DEFICIT)
 AT SEPTEMBER 30, 2003                       $      (219)        $ 1,971,554         $        70        $ 1,971,405
                                             ===========         ===========         ===========        ===========
</TABLE>

             See attached notes to condensed financial statements


                                       4
<PAGE>
                INTERSTATE LAND INVESTORS II LIMITED PARTNERSHIP

                       CONDENSED STATEMENTS OF CASH FLOWS
             FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2003 AND 2002


<TABLE>
<CAPTION>
                                                                        Nine Months       Nine Months
                                                                            Ended            Ended
                                                                        September 30,     September 30,
                                                                             2003             2002
                                                                         (Unaudited)       (Unaudited)
                                                                        -------------     -------------

<S>                                                                     <C>               <C>
CASH FLOW FROM OPERATING ACTIVITIES:

Net Loss                                                                  $ (37,197)        $ (26,934)

Adjustments to reconcile net loss to net cash used for operations:
  Increase in Accrued Liabilities                                               270                20
                                                                          ---------         ---------
  Net Cash Used for Operating Activities:                                   (36,927)          (26,914)

CASH FLOW FROM FINANCING ACTIVITIES:
  Advance from Related Party                                                 36,992                 0
                                                                          ---------         ---------
  Net Cash Provided by Financing Activities                               $  36,992         $       0
                                                                          ---------         ---------

Increase (Decrease) in Cash and Cash Equivalents                          $      66         $ (26,914)
                                                                          ---------         ---------



Cash and Cash Equivalents at Beginning of Period                             97,478           129,674
                                                                          ---------         ---------

Cash and Cash Equivalents at End of Period                                $  97,544         $ 102,760
                                                                          =========         =========
</TABLE>

             See attached notes to condensed financial statements


                                       5
<PAGE>
                INTERSTATE LAND INVESTORS II LIMITED PARTNERSHIP

              NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
                               SEPTEMBER 30, 2003

1.       BASIS OF PRESENTATION

The accompanying unaudited condensed financial statements have been prepared in
accordance with generally accepted accounting principles for interim financial
information and the instructions to Form 10-Q and Article 10 of Regulation S-X.
Accordingly, they do not include all of the information and footnotes required
by generally accepted accounting principles for complete financial statements.
In the opinion of management, all adjustments (consisting of normal recurring
accruals) considered necessary for a fair presentation have been included.
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.


2.       ORGANIZATION

Interstate Land Investors II Limited Partnership ("Registrant" or
"Partnership") is a North Carolina limited partnership. The Partnership filed
registration statements in 1989 and 1990 and offered the sale of the limited
partnership interests to persons who were admitted as limited partners. The
initial offering became effective September 29, 1989, and was terminated
November 3, 1989. The post effective amendment was filed in August 1990,
approved in November 1990, and closed November 30, 1990. Capital contributions
of $100 were received from the general partners and $7,650,000 from the limited
partners. The limited partnership units were sold in $1,000 units. On November
11, 2003, there were 775 unit holders of record. The Partnership's business now
consists of holding for investment, disposing and otherwise dealing in
approximately 48 of the original 145 acres of undeveloped land ("the Property")
located in York County, South Carolina. On May 10, 2001, the Partnership sold
97 acres of the property to Greenfield Development Company and the Partnership
now holds approximately 48 of the remaining acres of the Property for sale.

ITEM 2--MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

1.       LIQUIDITY AND CAPITAL RESOURCES

As of September 30, 2003, the Registrant had $97,544 on hand in the form of
cash and cash equivalents. The Registrant will retain this cash to pay ongoing
partnership expenses. Until the Registrant disposes of the Property, its only
sources of additional capital are additional loans and proceeds from the sale
of resources (i.e., timber) on the Property, if any.

On May 11, 2001, the Partnership sold 96.9 acres of the property to Greenfield
Development Company LLC. The gross sale price of the facility was $4,338,360. A
portion of the sale proceeds in the amount of $313,543 was used to pay debts to
the General Partner. Closing costs and pro-rations incurred at settlement
totaled $447,609 leaving net cash proceeds to the partnership of $3,577,208. On
June 14, 2001, a .33 acre right-of-way was purchased by South Carolina Dept. of
Transportation for $15,000.


                                       6
<PAGE>
On June 29, 2001, a distribution of $3,467,975 (representing $453 per unit) was
distributed to the limited partners.

2.       RESULTS OF OPERATIONS

Results of Operations for the Three Months Ended September 30, 2003 Compared to
the Three Months Ended September 30, 2002. The Registrant's net loss was
$12,334 for the three months ended September 30, 2003 as compared to a net loss
of $9,987 for the three months ended September 30, 2002. The difference between
the two periods is due to higher professional and legal fees incurred during
the 2003 period.

Results of Operations for the Nine Months Ended September 30, 2003 Compared to
the Nine Months Ended September 30, 2002. The Registrant's net loss was $37,197
for the nine months ended September 30, 2003 as compared to a net loss of
$26,934 for the nine months ended September 30, 2002. The difference between
the two periods is due to higher professional and legal fees incurred during
the 2003 period.

Professional and legal fees increased from $9,930 as of September 30, 2002, to
$18,450 for the nine months ended September 30, 2003. This increase is due to
the higher cost of accounting fees charged for tax preparation and electronic
filing changes that became effective in 2003 and outsourced database
maintenance fees, including the cost of printing partnership-addressed
envelopes to mail K-1s to the limited partners. All other expenses were in line
with those incurred during the third quarter 2002.

3.       QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

The Partnership does not hold any financial instruments with market risk
exposure.

4.       CONTROLS AND PROCEDURES

The General Partner's Senior Vice President (the Partnership's principal
executive officer and principal financial officer) has concluded, as of the end
of the period covered by this report, based on his evaluation as required by
Rules 13a-15 or 15d-15 of the Securities Exchange Act of 1934, as amended, that
the Partnership's disclosure controls and procedures are effective to ensure
that information required to be disclosed by the Partnership in the reports
filed or submitted by it under the Securities Exchange Act of 1934, as amended,
is recorded, processed, summarized and reported within the time periods
specified in the SEC's rules and forms, and include controls and procedures
designed to ensure that information required to be disclosed by the Partnership
in such reports is accumulated and communicated to the Partnership's
management, including the General Partner's Senior Vice President, as
appropriate to allow timely decisions regarding required disclosure.

There were no changes in the Partnership's internal control over financial
reporting identified in connection with the evaluation required by paragraph
(d) of Rules 13a-15 or 15d-15 of the Securities Exchange Act of 1934, as
amended, that occurred during the Partnership's last fiscal quarter that has
materially affected, or is reasonably likely to materially affect, the
Partnership's internal control over financial reporting.


                                       7
<PAGE>
PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

         None.

ITEM 2. CHANGES IN SECURITIES

         None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

         None.

ITEM 4. SUBMISSIONS OF MATTERS TO A VOTE OF SECURITIES HOLDERS

         None.

ITEM 5. OTHER INFORMATION.

         The remaining approximate 48 acres of the Property is listed for sale
with Grubb & Ellis Bissell Patrick. Should a sale of the Property occur from
this contractual listing agreement, the past president of ISCR, J. Christopher
Boone, may receive a sales commission through a separate agreement between Mr.
Boone and Grubb & Ellis Bissell Patrick. As the purchase price of the Property
is not known, the Partnership is unable to determine the amount of the sales
commission, if any, that Mr. Boone may receive.

         On September 30, 2003, an Offer to Purchase was received from a
potential buyer. The terms of this offer were not acceptable and a counter
offer was made and countered back. However, due to a contingency clause
relating to the purchase of an adjacent, unrelated property, the General
Partner decided it was not in the best interest of the Partnership to incur the
substantial cost of a Partnership vote with the possibility of the contingency
on the adjacent property expiring and canceling the offer. Negotiations are
ongoing as of the date of this filing.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.

         (a)      Exhibits

                  Exhibit 31.1 Certification by Principal Executive and
                  Financial Officer Pursuant to Section 302 of the
                  Sarbanes-Oxley Act of 2002.

                  Exhibit 32.1 Certification by Principal Executive and
                  Financial Officer Pursuant to Section 906 of the
                  Sarbanes-Oxley Act of 2002.

         (b)      Reports on Form 8-K

                  No reports on Form 8-K were required to be filed during the
                  three months ended September 30, 2003.


                                       8
<PAGE>
                INTERSTATE LAND INVESTORS II LIMITED PARTNERSHIP

                                   SIGNATURE


Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.


                                INTERSTATE LAND INVESTORS II
                                LIMITED PARTNERSHIP

                                By: ISC REALTY CORPORATION
                                    As Principal Executive Officer,
                                    Principal Financial Officer, and
                                    Principal Accounting Officer of the
                                    Registrant


                                By: /s/Jeffrey K. Harpel
                                   --------------------------------------------
                                   Jeffrey K. Harpel


Date: November 19, 2003


                                       9