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

                    for Quarterly Period Ended MARCH 31, 2002
                         Commission file number 33-30312

                INTERSTATE LAND INVESTORS II LIMITED PARTNERSHIP

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

                       IJL FINANCIAL CENTER, P.O. BOX 1012
                            CHARLOTTE, NC 28201-1012
                    (Address of principal executive offices)
                                   (Zip Code)

                                 (704) 379-9164
              (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 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 May 14, 2002

                     Page 1 of 8 Sequentially Numbered Pages


<PAGE>
                INTERSTATE LAND INVESTORS II LIMITED PARTNERSHIP
                            CONDENSED BALANCE SHEETS
                            AS OF MARCH 31, 2002, AND DECEMBER 31, 2001

<TABLE>
<CAPTION>
                                                                 March 31,
                                                                    2002              December 31,
                                                                (Unaudited)               2001
                                                               ---------------      -----------------
<S>                                                                <C>                    <C>
     ASSETS:

Unimproved Land to be Held and Used                                $1,911,500             $1,911,500
Cash and Cash Equivalents                                             119,169                129,674
Other                                                                       0                      0
                                                               ---------------      -----------------

                                                                   $2,030,669             $2,041,174
                                                               ===============      =================




     LIABILITIES AND PARTNERS' EQUITY (DEFICIT):


Accrued Liabilities                                                        10                      0
Note Payable                                                                0                      0
                                                               ---------------      -----------------
                                                                                                   0
                                                                           10                      0
                                                               ---------------      -----------------


Class A Limited Partners' Interest                                  2,030,905              2,041,315
Subordinated Limited Partners' Interest                                    71                     71
General Partners' Interest                                               (317)                  (212)
                                                               ---------------      -----------------

                                                                    2,030,659              2,041,174
                                                               ---------------      -----------------

                                                                   $2,030,669             $2,041,174
                                                               ===============      =================
</TABLE>
                  See Notes to Condensed Financial Statements

                                       2

<PAGE>

                INTERSTATE LAND INVESTORS II LIMITED PARTNERSHIP
                       CONDENSED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>

                                                           Three                       Three
                                                           Months                     Months
                                                           Ended                       Ended
                                                         March 31,                   March 31,
                                                            2002                       2001
                                                        (Unaudited)                 (Unaudited)
                                                    ---------------------         ----------------

<S>                                                                 <C>                       <C>
INCOME:
  Interest Income                                                   $367                      $35
                                                    ---------------------         ----------------
                                                                     367                       35

EXPENSES:
  Professional and Legal Fees                                      7,205                    8,604
  Property Tax Expense                                                10                       38
  General and Administrative Costs                                 3,667                    2,870
  Interest Expense                                                     0                    5,979
                                                    ---------------------         ----------------
                                                                 $10,882                  $17,490
                                                    ---------------------         ----------------

NET LOSS                                                        ($10,515)                ($17,454)
                                                    =====================         ================


NET LOSS ALLOCATION:

General Partners                                                    (105)                    (175)
Class A Limited Partners                                         (10,410)                 (17,280)
                                                    ---------------------         ----------------
                                                                ($10,515)                ($17,454)
                                                    =====================         ================


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

NET LOSS PER CLASS A UNIT                                         ($1.36)                  ($2.26)
                                                    =====================         ================
</TABLE>

                  See Notes to Condensed Financial Statements


                                       3
<PAGE>


                INTERSTATE LAND INVESTORS II LIMITED PARTNERSHIP
                        CONDENSED STATEMENTS OF PARTNERS' EQUITY (DEFICIT)
                        FOR THE THREE MONTHS ENDED MARCH 31, 2002 AND 2001

                                   (Unaudited)


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

<S>                                       <C>         <C>                     <C>        <C>
Partners' Equity (Deficit)
  at December 31, 2000                    ($160)      $6,029,973              $84        $6,029,897

Net Loss for the Three Months
  Ended March 31, 2001                     (175)         (17,280)               0           (17,454)
                                 ---------------  ---------------  ---------------  ----------------

Partners' Equity (Deficit)
  at March 31, 2001                       ($335)      $6,012,693              $84        $6,012,443
                                 ===============  ===============  ===============  ================






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

Net Loss for the Three Months
  Ended March 31, 2002                     (105)         (10,410)               0           (10,515)
                                 ---------------  ---------------  ---------------  ----------------

Partners' Equity (Deficit)
  at March 31, 2002                       ($317)      $2,030,905              $71        $2,030,659
                                 ===============  ===============  ===============  ================

</TABLE>
                  See Notes to Condensed Financial Statements

                                       4
<PAGE>

                INTERSTATE LAND INVESTORS II LIMITED PARTNERSHIP
                       CONDENSED STATEMENTS OF CASH FLOWS
                         FOR THE THREE MONTHS ENDED MARCH 31, 2002 AND 2001


<TABLE>
<CAPTION>
                                                            Three Months             Three Months
                                                                Ended                   Ended
                                                           March 31, 2002           March 31, 2001
                                                             (Unaudited)             (Unaudited)
                                                          ------------------      -------------------

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

Net Loss                                                           ($10,515)                ($17,454)

Adjustments to reconcile net loss to net cash used for
operations:

 Increase in Accrued Liabilities                                         10                    6,026
                                                          ------------------      -------------------


 Net Cash Used for Operating Activities                             (10,505)                 (11,428)
                                                          ------------------      -------------------

CASH FLOWS FROM FINANCING ACTIVITIES:

 Increase in Note Payable                                                 0                   15,001
                                                          ------------------      -------------------
 Net Cash Provided by Financing Activities                                0                   15,001

 Increase (Decrease) in Cash and Cash Equivalents                   (10,505)                   3,571

Cash and Cash Equivalents at Beginning
 of Period                                                          129,674                    1,649
                                                          ------------------      -------------------

Cash and Cash Equivalents at End of Period                         $119,169                   $5,220
                                                          ==================      ===================
</TABLE>
                  See Notes to Condensed Financial Statements


                                       5
<PAGE>


               INTERSTATE LAND INVESTORS II LIMITED PARTNERSHIP

               NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
                                 MARCH 31, 2002


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 three month period ended March 31, 2002, are not
necessarily indicative of the results that may be expected for the year to end
December 31, 2002.

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 May 14, 2002, 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. As of 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 March 31, 2002, the Registrant had $119,169 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 from the general partner and
proceeds from the sale of resources (i.e., timber) on the property.

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

The Registrant's net loss was $10,515 for the first quarter ended March 31,
2002, compared to a loss of $17,454 for the same period in 2001.

Interest income increased to $367 for the quarter ended March 31, 2002, compared
with $35 for the quarter ended March 31, 2001, due to the higher balance of cash
on hand.

Professional and legal fees decreased to $7,205 for the three months ended March
31, 2002, compared to $8,604 for the three months ended March 31, 2001. This
decrease is due to the legal work being completed in 2001 on the contract for
the sale of the property. General and administrative costs increased to $3,667
compared to $2,870 for the first quarter of 2001. This increase is due to higher
database maintenance fees and the outsourcing to the same firm of the cash
distribution to the limited partners and partnership transfer process. Interest
expense decreased from $5,979 for the same period in 2001 due to payoff of the
note payable to the general partner in 2001. All other expenses were comparable
with the 2001 first quarter.

                           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.

                                       7
<PAGE>

         In June 2000, the Partnership entered into a contract with Greenfield
Development Company, LLC, to sell 97 acres of the 145 acres unimproved land for
$45,000 per acre, subject to adjustments for wetlands acreage. The actual
proceeds from the sale totaled $4,338,360. The purchaser deposited $50,000
earnest money with a title agency. Under the terms of the contract, the
purchaser had until November 6, 2000, to complete their due diligence, however,
Greenfield requested two 90-day extensions of the closing date to provide them
time to obtain a wetlands permit from the U.S. Army Corps of Engineers which
permit was necessary to allow the proposed development. An additional $25,000
earnest money was deposited with the title agency for the first extension and
$50,000 was deposited for the second extension. The first extension expired on
March 6, 2001, and the sale was consummated on May 11, 2001. On June 29, 2001, a
cash distribution in the amount of $3,467,975 or $453 per unit was distributed
to the limited partners. Crosland Commercial continues to list and market for
sale the remaining approximate 48 acres of the property consisting of Tract 1A
and Tract 1D.


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

(a)      Exhibits
                  None

         (b)  Reports on Form 8-K
                  No reports on Form 8-K were required to be filed during the
three months ended March 31, 2002.



                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
                                  (REGISTRANT)



                                 BY:/S/ J. CHRISTOPHER BOONE
                                    ------------------------
                                    J. CHRISTOPHER BOONE
                                    ISC REALTY CORPORATION,
                                    GENERAL PARTNER AND PRINCIPAL EXECUTIVE
                                    OFFICER, PRINCIPAL FINANCIAL OFFICER OF THE
                                    REGISTRANT


DATE:  MAY 14, 2002


                                       8