<PAGE>
===============================================================================


         UNITED STATES SECURITIES AND EXCHANGE COMMISSION

                      Washington, D.C. 20549

             -----------------------------------------

                            FORM 10-Q/A

     X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    --            SECURITIES EXCHANGE ACT OF 1934

              FOR QUARTERLY PERIOD ENDED MAY 31, 1999

                                OR

    __ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                  SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)

           For the transition period from ____ to ____.

                  Commission File Number: 0-25880

                     ILM II LEASE CORPORATION
                     ------------------------
      (Exact name of registrant as specified in its charter)

          Virginia                                           04-3248639
-------------------------------                           ----------------
(State or other jurisdiction of                           (I.R.S. Employer
incorporation or organization)                           Identification No.)

8180 GREENSBORO DRIVE, SUITE 850, MCLEAN, VA                    22102
-------------------------------------------------------------------------------
(Address of principal executive office)                       (Zip Code)

Registrant's telephone number, including area code:          (888) 257-3550
                                                       -------------------------

            Securities registered pursuant to Section 12(b) of the Act:

                                                      Name of each exchange on
Title of each class                                       which registered
-------------------                                    -----------------------
     None                                                        None

            Securities registered pursuant to Section 12(g) of the Act:

                    Shares Of Common Stock $.01 Par Value
                    -------------------------------------
                                (Title of Class)

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 ____No _X__

Shares of common stock outstanding as of May 31, 1999:  5,180,952.

===============================================================================

                            Page 1 of 20

<PAGE>



                     ILM II LEASE CORPORATION

                               INDEX
<TABLE>
<CAPTION>
Part I.  Financial Information                                                                               PAGE
<S>      <C>                                                                                                 <C>

         Item 1.  Financial Statements

                  Balance Sheets

                  May 31, 1999 (Unaudited) and August 31, 1998.................................................4

                  Statements of Income

                  For the nine months and three months ended May 31, 1999 and 1998 (Unaudited).................5

                  Statements of Changes in Shareholders' Equity

                  For the nine months ended May 31, 1999 and 1998 (Unaudited)..................................6

                  Statements of Cash Flows

                  For the nine months ended May 31, 1999 and 1998 (Unaudited)..................................7

                  Notes to Financial Statements (Unaudited).................................................8-12

         Item 2.  Management's Discussion and Analysis of Financial Condition and Results of Operations....13-17

Part II.  Other Information...................................................................................18

         Item 6.  Exhibits and Reports on Form 8-K............................................................18

Signatures....................................................................................................18
</TABLE>


                                       -2-


<PAGE>

                           ILM II LEASE CORPORATION

PART I.  FINANCIAL INFORMATION

         Item I.  Financial Statements
                  (See next page)


<PAGE>



                                             ILM II LEASE CORPORATION

                                                  BALANCE SHEETS May 31, 1999
                                   (Unaudited) and August 31, 1998 (Dollars in
                                   thousands, except per share data)

<TABLE>
<CAPTION>
                                                      ASSETS

                                                                     May 31, 1999             August 31, 1998
                                                                     ------------             ---------------
<S>                                                                  <C>                      <C>
Cash and cash equivalents                                               $  1,363                    $1,497
Accounts receivable, net                                                     162                        89
Accounts receivable - related party                                          102                       102
Prepaid expenses and other assets                                             66                        50
Tax refund receivable                                                         27                       158
                                                                       ---------                   -------
      Total current assets                                                 1,720                     1,896

Furniture, fixtures and equipment                                          1,010                       783
      Less:  accumulated depreciation                                       (424)                     (225)
                                                                       ---------                   -------
                                                                             586                       558

Deposits                                                                       9                         9
Deferred tax asset, net                                                       25                       270
                                                                       ---------                   -------
                                                                          $2,340                    $2,733
                                                                       =========                   =======

                                      LIABILITIES AND SHAREHOLDERS' EQUITY

Accounts payable and accrued expenses                                    $   742                   $   789
Termination fee payable                                                        -                       650
Real estate taxes payable                                                    116                       209
Accounts payable - related party                                             321                       287
Security deposits                                                             42                        25
                                                                       ---------                   -------
      Total current liabilities                                            1,221                     1,960

Deferred rent payable                                                         54                        76
                                                                       ---------                   -------
      Total liabilities                                                    1,275                     2,036

Shareholders' equity:

       Common stock, $0.01 par value, 20,000,000 shares

           authorized 5,180,952 issued and outstanding                        52                        52
       Additional paid-in capital                                            448                       448
       Retained earnings                                                     565                       197
                                                                       ---------                   -------
              Total shareholders' equity                                   1,065                       697
                                                                       ---------                   -------
                                                                          $2,340                    $2,733
                                                                       =========                   =======
</TABLE>

                             See accompanying notes.

                                       -4-
<PAGE>
                             ILM II LEASE CORPORATION

                                STATEMENTS OF INCOME

    For the nine months and three months ended May 31, 1999 and 1998 (Unaudited)
                   (Dollars in thousands, except per share data)

<TABLE>
<CAPTION>
                                                                   Nine Months Ended            Three Months Ended
                                                                        May 31,                       May 31,
                                                                        -------                       -------
                                                                  1999            1998          1999           1998
                                                                  ----            ----          ----           ----
<S>                                                            <C>             <C>            <C>           <C>
REVENUES:
   Rental and other income                                      $12,130        $11,508        $4,008        $ 3,908
   Interest income                                                   12             32             4             19
                                                               --------        -------        ------        -------
                                                                 12,142         11,540         4,012          3,927
EXPENSES:
   Facilities lease  rent expense                                 3,947          3,700         1,302          1,262
   Dietary salaries, wages and food service expenses              2,050          1,989           685            670
   Administrative salaries, wages and expenses                      888            750           291            180
   Marketing salaries, wages and expenses                           513            514           191            182
   Utilities                                                        772            770           245            248
   Repairs and maintenance                                          447            392           162            141
   Real estate taxes                                                394            435           131            127
   Property management fees                                         773            684           225            240
   Other property operating expenses                              1,074          1,058           366            364
   General and administrative expenses                              187            199            82             92
   Directors compensation                                            39             56            12             22
   Professional fees                                                245            588            81            261
   Depreciation expense                                             199             64            81             21
                                                               --------        -------        ------        -------
                                                                 11,528         11,199         3,854          3,810
                                                               --------        -------        ------        -------

Income before taxes                                                 614            341           158            117

Income tax expense:
   Current                                                            -            113             -           (122)
   Deferred                                                         246             23            63            169
                                                               --------        -------        ------        -------
                                                                    246            136            63             47
                                                               --------        -------        ------        -------
                                                                                   136

NET INCOME                                                     $    368         $  205        $   95         $   70
                                                               ========         ======        ======         ======

Basic earnings per share of common stock                       $   0.07         $ 0.04        $ 0.01         $ 0.01
                                                               ========         ======        ======         ======

</TABLE>

The above earnings per share of common stock is based upon the 5,180,952 shares
outstanding for each period.

                              See accompanying notes.


                                       -5-

<PAGE>


                             ILM II LEASE CORPORATION

                  STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
           For the nine months ended May 31, 1999 and 1998 (Unaudited)
                  (Dollars in thousands, except per share data)

<TABLE>
<CAPTION>
                                         Common Stock
                                        $.01 PAR VALUE              Additional
                                        --------------                Paid-In       Retained
                                   Shares             Amount          Capital       Earnings             Total
                                   ------             ------          -------       --------             -----
<S>                               <C>                 <C>           <C>             <C>               <C>
Balance at August 31, 1997        5,180,952             $ 52             $448            $219         $    719

Net Income                                -                -                -             205              205
                                  ---------             ----             ----            ----           ------


Balance at May 31, 1998           5,180,952             $ 52             $448            $424          $   924
                                  =========             ====             ====            ====          =======

Balance at August 31, 1998        5,180,952             $ 52             $448            $197          $   697

Net Income                                                 -                -             368              368
                                  ---------             ----             ----            ----           ------
                                          -

Balance at May 31, 1999           5,180,952             $ 52             $448            $565           $1,065
                                  =========             ====             ====            ====           ======
</TABLE>

                             See accompanying notes.


                                       -6-

<PAGE>

                             ILM II LEASE CORPORATION

                              STATEMENTS OF CASH FLOWS
           For the nine months ended May 31, 1999 and 1998 (Unaudited)

                               (Dollars In thousands)

<TABLE>
<CAPTION>
                                                                                     Nine Months Ended
                                                                                           May 31,
                                                                                           -------
                                                                                      1999           1998
                                                                                     -----           ----
<S>                                                                                  <C>            <C>
Cash flows from operating activities:
   Net income                                                                        $368           $  205
   Adjustments to reconcile net income to net cash (used in) provided by
       operating activities:
          Depreciation expense                                                        199               64
          Deferred tax expense (benefit)                                              245             (137)
          Changes in assets and liabilities:
                  Accounts receivable, net                                            (73)              53
                  Accounts receivable - related party                                   -             (121)
                  Prepaid expenses and other assets                                   (16)             254
                  Tax refund receivable                                               131                -
                  Accounts payable and accrued expenses                               (47)              (40)
                  Accounts payable - related party                                     34             1,118
                  Termination fee payable                                            (650)                -
                  Real estate taxes payable                                           (93)              (82)
                  Income taxes payable                                                  -               139
                  Deferred rent payable                                               (22)              (24)
                  Security deposits, net                                               17                (2)
                                                                                   ------            ------
                       Net cash provided by operating activities                       93             1,427

Cash flows from investing activities:
                Additions to furniture, fixtures and equipment                       (227)             (167)
                                                                                   ------            ------
                       Net cash used in investing activities                         (227)             (167)
Net (decrease) increase in cash and cash equivalents                                 (134)            1,260
Cash and cash equivalents, beginning of period                                      1,497             1,156
                                                                                   ------            ------
Cash and cash equivalents, end of period                                           $1,363            $2,416
                                                                                   ======            ======
SUPPLEMENTAL DISCLOSURE:

Cash paid during the period for state income taxes                                   $  3            $    -
                                                                                   ======            ======
</TABLE>

                             See accompanying notes.

                                       -7-

<PAGE>


                             ILM II LEASE CORPORATION
                    Notes to Financial Statements (Unaudited)

1.    GENERAL

         The accompanying financial statements, footnotes and discussions should
     be read in conjunction with the financial statements and footnotes
     contained in ILM II Lease Corporation's (the "Company") Annual Report on
     Form 10-K for the year ended August 31, 1998. In the opinion of management,
     the accompanying interim financial statements, which have not been audited,
     reflect all adjustments necessary to present fairly the results for the
     interim periods. All of the accounting adjustments reflected in the
     accompanying interim financial statements are of a normal recurring nature.

         The accompanying financial statements have been prepared on the accrual
     basis of accounting in accordance with U.S. generally accepted accounting
     principles for interim financial information, which requires management to
     make estimates and assumptions that affect the reported amounts of assets
     and liabilities and disclosures of contingent assets and liabilities as of
     May 31, 1999, and revenues and expenses for each of the nine- and
     three-month periods ended May 31, 1999 and 1998. Actual results may differ
     from the estimates and assumptions used. Certain numbers in the prior
     period's financial statements have been reclassified to conform to the
     current period's presentation. The results of operations for the nine- and
     three-month periods ended May 31, 1999, are not necessarily indicative of
     the results to be expected for the year ended August 31, 1999.

         The Company was incorporated on September 12, 1994 under the laws of
     the State of Virginia by ILM II Senior Living, Inc., a Virginia finite-life
     corporation ("ILM II"), formerly PaineWebber Independent Living Mortgage
     Inc. II, to operate six rental housing projects that provide
     independent-living and assisted-living services for independent senior
     citizens ("the Senior Housing Facilities") under a facilities lease
     agreement dated September 1, 1995 (the "Facilities Lease Agreement"),
     between the Company, as lessee, and ILM II Holding, Inc. ("ILM II
     Holding"), as lessor, and a direct subsidiary of the ILM II. The Company's
     sole business is the operation of the Senior Housing Facilities.

         ILM II made mortgage loans to Angeles Housing Concepts, Inc. ("AHC")
     secured by the Senior Housing Facilities between July 1990 and July 1992.
     In March 1993, AHC defaulted under the terms of such mortgage loans and in
     connection with the settlement of such default, title to the Senior Housing
     Facilities was transferred, effective April 1, 1994, to certain indirect
     subsidiaries of ILM II, subject to the mortgage loans. Subsequently, these
     property-owning subsidiaries were merged into ILM II Holding. As part of
     the fiscal 1994 settlement agreement with AHC, AHC was retained as the
     property manager for all of the Senior Housing Facilities pursuant to the
     terms of a management agreement, which was assigned to the Company as of
     September 1, 1995 and subsequently terminated in July 1996. ILM II is a
     public company subject to the reporting obligations of the Securities and
     Exchange Commission.

         In July 1996, following termination of the property management
     agreement with AHC, the Company entered into a property management
     agreement (the "Management Agreement") with Capital Senior Management 2,
     Inc. ("Capital") to handle the day-to-day operations of the Senior Housing
     Facilities. Lawrence A. Cohen, who served through July 28, 1998 as a
     Director of the Company and President, Chief Executive Officer and Director
     of ILM II, has also served in various management capacities at Capital
     Senior Living Corporation, an affiliate of Capital, since 1996. Mr. Cohen
     currently serves as Chief Executive Officer and Acting Chief Financial
     Officer of Capital Senior Living Corporation. As a result, the Management
     Agreement with Capital was considered a related party transaction (see Note
     3) through July 28, 1998.


                                       -8-

<PAGE>


                             ILM II LEASE CORPORATION
                    Notes to Financial Statements (Unaudited)
                                   (continued)

2.   THE FACILITIES LEASE AGREEMENT

         ILM II Holding (the "Lessor") leases the Senior Housing Facilities to
     the Company (the "Lessee") pursuant to the Facilities Lease Agreement. Such
     lease is scheduled to expire on December 31, 2000 (December 31, 1999 with
     respect to the Santa Barbara Facility), unless terminated earlier at the
     election of the Lessor in connection with the sale by the Lessor of the
     Senior Housing Facilities to a non-affiliated third party, upon 30 days'
     notice to the Company. As noted below in Recent Developments, ILM II has
     entered into an agreement and plan of merger with Capital Senior Living
     Corporation and certain affiliates of Capital, and has agreed to cause ILM
     II Holding to cancel and terminate the Facilities Lease Agreement
     immediately prior to the effective time of the merger. While there can be
     no assurance, consummation of the merger is presently anticipated by the
     end of calendar 1999. The lease is accounted for as an operating lease in
     the Company's financial statements.

         Descriptions of the properties covered by the Facilities Lease
     Agreement between the Company and ILM II Holding are summarized as follows:

<TABLE>
<CAPTION>
                                                                          Year Facility      Rentable        Resident
           Name                           Location                            Built         Units (2)     Capacities (2)
           ----                           --------                            -----         ---------     --------------
<S>                                       <C>                             <C>               <C>           <C>
           The Palms                      Fort Myers, FL                       1988            205             255
           Crown Villa                    Omaha, NE                            1992              73             73
           Overland Park Place            Overland Park, KS                    1984            141             153
           Rio Las Palmas                 Stockton, CA                         1988            164             190
           The Villa at Riverwood         St. Louis County, MO                 1986            120             140
           Villa Santa Barbara (1)        Santa Barbara, CA                    1979            125             125
</TABLE>


   (1) The Company operates Villa Santa Barbara under a co-tenancy
       arrangement with an affiliated company, ILM I Lease Corporation ("Lease
       I"). The Company has entered into an agreement with Lease I regarding
       such joint tenancy. Lease I was formed for similar purposes as the
       Company by an affiliated company, ILM Senior Living, Inc. ("ILM I"), a
       subsidiary of which owns 25% of the Villa Santa Barbara property. The
       portion of the Senior Housing Facility leased by the Company represents
       75% of the total project. Villa Santa Barbara is 25% owned by ILM Holding
       Inc. and 75% by ILM II Holding, Inc., a direct subsidiary of ILM II, as
       tenants in common. Upon the sale of ILM I or ILM II, arrangements would
       be made to transfer the Santa Barbara facility to the non-selling joint
       tenant (or one of its subsidiaries). The property was extensively
       renovated in 1995.

   (2) Rentable units represent the number of apartment units and is a
       measure commonly used in the real estate industry. Resident capacity
       equals the number of bedrooms contained within the apartment units and
       corresponds to measures commonly used in the healthcare industry.

           Pursuant to the Facilities Lease Agreement, the Company pays annual
      base rent for the use of the Senior Housing Facilities in the aggregate
      amount of $4,035,600. The facilities lease is a "triple-net" lease whereby
      the Lessee pays all operating expenses, governmental taxes and
      assessments, utility charges and insurance premiums, as well as the costs
      of all required maintenance, personal property and non-structural repairs
      in connection with the operation of the Senior Housing Facilities. ILM II
      Holding, as Lessor, is responsible for all major capital improvements and
      structural repairs to the Senior Housing Facilities. Also, any fixed
      assets of the Company at a Senior Housing Facility would remain with the
      Senior Housing Facility at the termination of the lease. The Company also
      pays variable rent, on a quarterly basis, for each facility in an amount
      equal to 40% of the excess of aggregate total revenues for the Senior
      Housing Facilities, on an annualized basis, over $13,021,000. Variable
      rent was $943,000 and $301,000 for the nine- and three-month periods ended
      May 31, 1999, respectively, compared to $697,000 and $261,000 for the
      nine- and three-month periods ended May 31, 1998, respectively.

                                       -9-

<PAGE>

                             ILM II LEASE CORPORATION
                   Notes to Financial Statements (Unaudited)
                                   (continued)

2.   THE FACILITIES LEASE AGREEMENT (CONTINUED)

         The Company's use of the properties is limited to use as Senior Housing
     Facilities. The Company has responsibility to obtain and maintain all
     licenses, certificates and consents needed to use and operate each Senior
     Housing Facility, and to use and maintain each Senior Housing Facility in
     compliance with all local board of health and other applicable governmental
     and insurance regulations. The Senior Housing Facilities located in
     California, Florida and Kansas are licensed by such states to provide
     assisted living services. In addition, various health and safety
     regulations and standards, which are enforced by state and local
     authorities, apply to the operation of all the Senior Housing Facilities.
     Violations of such health and safety standards could result in fines,
     penalties, closure of a Senior Housing Facility, or other sanctions.

    RECENT DEVELOPMENTS

         On February 7, 1999, ILM II entered into an agreement and plan of
    merger with Capital Senior Living Corporation, the corporate parent of
    Capital, and certain affiliates of Capital. While there can be no assurance,
    consummation of the merger is presently anticipated by the end of calendar
    1999. In connection with the merger, ILM II has agreed to cause ILM II
    Holding to cancel and terminate the Facilities Lease Agreement immediately
    prior to the effective time of the merger. As noted above, the Facilities
    Lease Agreement, which is scheduled to expire on December 31, 2000, may be
    terminated earlier at the election of the Lessor in connection with the sale
    by the Lessor of the Senior Housing Facilities to a non-affiliated third
    party, upon 30 days' notice to the Company. Although there can be no
    assurance as to whether the merger will be consummated or, if consummated,
    as to the timing thereof, the Company's operations would not be expected to
    continue beyond the effective time of the merger.

3.   RELATED PARTY TRANSACTIONS

         Subject to the supervision of the Company's Board of Directors,
     assistance in managing the business of the Company was provided by
     PaineWebber. As previously discussed in the Company's Annual Report on Form
     10-K for the year ended August 31, 1998, PaineWebber resigned effective as
     of June 18, 1997.

         The Company has retained Capital to be the property manager of the
     Senior Housing Facilities pursuant to the Management Agreement, which
     commenced on July 29, 1996. Lawrence A. Cohen, who served through July 28,
     1998 as a Director of the Company and President, Chief Executive Officer
     and Director of ILM II, has also served in various management capacities at
     Capital Senior Living Corporation, an affiliate of Capital, since 1996. Mr.
     Cohen currently serves as Chief Executive Officer and Acting Chief
     Financial Officer of Capital Senior Living Corporation. The Management
     Agreement is co-terminous with the Facilities Lease Agreement. If, for any
     reason, the Facilities Lease Agreement is extended beyond December 31,
     2000, the scheduled expiration date of the Management Agreement would be
     extended as well, but not beyond July 29, 2001. There is no present
     intention to extend the term of the Facilities Lease Agreement or the term
     of the Management Agreement and it is likely they will be terminated before
     the end of the term of the Facilities Lease Agreement (see "Recent
     Developments" in Note 2). Under the terms of the Management Agreement,
     Capital earns a base management fee equal to 4% of the gross operating
     revenues of the Senior Housing Facilities, as defined. Capital also earns
     an incentive management fee equal to 25% of the amount by which the "net
     cash flow" of the Senior Housing Facilities, as defined, exceeds a
     specified base amount. Each August 31, the base amount is increased based
     on the percentage increase in the Consumer Price Index as well as 15% of
     Senior Housing Facility expansion costs. ILM II has guaranteed the payment
     of all fees due to Capital under the terms of the Management Agreement. For
     the nine- and three-month periods ended May 31, 1999, Capital earned
     property management fees from the Company of $773,000 and $225,000,
     respectively, compared to $684,000 and $240,000, for the nine- and
     three-month periods ended May 31, 1998, respectively.

                                       -10-

<PAGE>

                              ILM II LEASE CORPORATION
                    Notes to Financial Statements (Unaudited)
                                     (continued)

3.    RELATED PARTY TRANSACTIONS (CONTINUED)

         On September 18, 1997, the Company entered into an agreement with
     Capital Senior Development, Inc., an affiliate of Capital, to manage the
     development process for the potential expansions of several of the Senior
     Housing Facilities. Capital Senior Development, Inc. would receive a fee
     equal to 7% of the total development costs of these potential expansions if
     they are pursued. ILM II Holding would also reimburse the Company for all
     costs related to these potential expansions including fees to Capital
     Senior Development, Inc. For the nine- and three-month periods ended May
     31, 1999, Capital Senior Development, Inc. earned no fees from the Company
     compared to fees of $73,000 and $14,000 earned for the nine- and
     three-month periods ended May 31, 1998, respectively, for managing
     pre-construction development activities for potential expansions of the
     Senior Housing Facilities.

         Jeffry R. Dwyer, Secretary, President and Director of the Company, is a
     shareholder of Greenberg Traurig, Counsel to the Company and its affiliates
     since 1997. For the nine- and three-month periods ended May 31, 1999,
     Greenburg Traurig earned fees from the Company of $54,000 and $0,
     respectively. For the nine- and three-month periods ended May 31, 1998,
     Greenberg Traurig earned fees from the Company of $115,000 and $56,000,
     respectively.

         Accounts receivable - related party at May 31, 1999 and August 31, 1998
     includes an expense reimbursement payable to the Company from Lease I in
     the amount of $102,000. Accounts payable - related party at May 31, 1999
     and August 31, 1998 includes $301,000 and $287,000, respectively, for
     variable rent due to ILM II Holding.

4.   LEGAL PROCEEDINGS AND CONTINGENCIES

         A property management agreement between ILM II Holding and AHC, which
     covered the management of all six Senior Housing Facilities, was assigned
     to the Company effective September 1, 1995. On July 29, 1996, the Company
     and ILM II Holding ("the Companies") terminated the property management
     agreement with AHC for "cause" pursuant to the terms of the contract.
     Simultaneously with the termination of the management agreement, the
     Companies, together with certain affiliated entities, filed suit against
     AHC in the United States District Court for the Eastern District of
     Virginia for breach of contract, breach of fiduciary duty and fraud. The
     Company and ILM II Holding alleged, among other things, that AHC willfully
     performed actions specifically in violation of the management agreement and
     that such actions caused damages to the Companies.

         Due to the termination of the agreement for cause, no termination fee
     was paid to AHC. Subsequent to the termination of the agreement, AHC filed
     for protection under Chapter 11 of the U.S. Bankruptcy Code in its domestic
     State of California. The Companies challenged the filing, and the
     Bankruptcy Court dismissed AHC's case effective October 15, 1996. In
     November 1996, AHC filed with the Virginia District Court an answer in
     response to the litigation initiated by the Companies and a counterclaim
     against ILM II Holding. The counterclaim alleged that the management
     agreement was wrongfully terminated for cause and requested damages, which
     included the payment of a termination fee in the amount of $750,000,
     payment of management fees pursuant to the contract from August 1, 1996
     through October 15, 1996, which is the earliest date the management
     agreement could have been terminated without cause, and recovery of
     attorney's fees and expenses. The aggregate amount of damages against all
     parties as requested in AHC's counterclaim exceeded $2,000,000. On June 13,
     1997 and July 8, 1997, the court issued orders to enter judgment against
     ILM II and ILM I in the aggregate amount of $1,000,000. The orders did not
     contain any findings of fact or conclusions of law. On July 10, 1997, the
     Company, ILM I, ILM II, and Lease I filed a notice of appeal to the United
     States Court of Appeals for the Fourth Circuit from the orders.

                                       -11-

<PAGE>



                               ILM II LEASE CORPORATION
                      Notes to Financial Statements (Unaudited)
                                     (continued)

4.    LEGAL PROCEEDINGS AND CONTINGENCIES (CONTINUED)

         On February 4, 1997, AHC filed a complaint in the Superior Court of the
     State of California against Capital, Lawrence Cohen, who, through July 28,
     1998 was a Director of the Company and President, Chief Executive Officer
     and Director of ILM II, and others alleging that the defendants
     intentionally interfered with AHC's property management agreement (the
     "California litigation"). The complaint sought damages of at least
     $2,000,000. On March 4, 1997, the defendants removed the case to Federal
     District Court in the Central District of California. At a meeting on
     February 26, 1997, the Company's Board of Directors concluded that since
     all of Mr. Cohen's actions relating to the California litigation were taken
     either on behalf of the Company under the direction of the Board or as a
     PaineWebber employee, the Company or its affiliates should indemnify Mr.
     Cohen with respect to any expenses arising from the California litigation,
     subject to any insurance recoveries for those expenses. Legal fees paid by
     the Company and Lease I on behalf of Mr. Cohen totaled $239,000 as of May
     31, 1999. The Company's Board also concluded that, subject legal fees and
     expenses incurred by Capital and its affiliates in the California
     litigation. Subsequently, the Boards of Directors of the Company and Lease
     I voted to increase the maximum amount of the advance to $100,000. By the
     end of November 1997, Capital had incurred $100,000 of legal expenses in
     the California litigation. On February 2, 1998, the amount to be advanced
     to Capital was increased to include 75% of the California litigation legal
     fees and costs incurred by Capital for December 1997 and January 1998, plus
     75% of such legal fees and costs incurred by Capital thereafter, not to
     exceed $500,000. By May 31, 1999, $226,000 of legal fees had been either
     advanced or accrued in the Company's financial statements and $339,000 of
     legal fees have been either advanced or accrued in Lease I's financial
     statements for Capital's California litigation costs.

          On August 18, 1998, the Company and its affiliates along with Capital
     and its affiliates entered into a settlement agreement with AHC. The
     Company and Lease I agreed to pay $1,625,000 and Capital and its
     affiliates agreed to pay $625,000 to AHC in settlement of all claims,
     including those related to the Virginia litigation and the California
     litigation. The Company and its affiliates also entered into an
     agreement with Capital and its affiliates to mutually release each other
     from all claims that any such parties may have against each other, other
     than any claims under the property management agreements. The Company's
     Board of Directors believed that settling the AHC litigation was a
     prudent course of action because the settlement amount represented a
     small percentage of the increases in cash flow and value achieved for
     the Company and its affiliates over the past two years.

          On September 4, 1998, the full settlement amounts were paid to AHC
     and its affiliates with the Company paying $650,000 and Lease I paying
     $975,000 to AHC and its affiliates.

         The Company has pending claims incurred in the normal course of
     business which, in the opinion of the Company's Board of Directors, will
     not have a material effect on the financial statements of the Company.

5.    CONSTRUCTION LOAN FINANCING

          The Company has secured a construction loan facility with a major bank
     that will provide ILM II with up to $8.8 million to fund the capital costs
     of the potential expansion programs. The construction loan facility is
     secured by a first mortgage of the Senior Housing Facilities and collateral
     assignment of the Company's leases of such properties. The loan has a
     three-year term with interest accruing at a rate equal to LIBOR plus 1.10%
     or Prime plus 0.5%. The loan term can be extended for an additional two
     years beyond its maturity date with monthly payments of principal and
     interest on a 25-year amortization schedule. Loan origination costs in
     connection with this loan facility are being amortized by ILM II over the
     life of the loan.

           On June 7, 1999 ILM II borrowed $1,165,000 under the construction
     loan facility to fund the pre-construction capital costs, incurred through
     April 1999, of the potential expansions of the Senior Housing Facilities,
     leaving approximately $7.6 million unused and available. The Company is a
     co-borrower on the construction loan.

                                       -12-

<PAGE>

                              ILM II LEASE CORPORATION

                        MANAGEMENT'S DISCUSSION AND ANALYSIS
                 OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

GENERAL

    The Facilities Lease Agreement is a "triple-net" lease whereby the Lessee
pays all operating expenses, governmental taxes and assessments, utility
charges and insurance premiums, as well as the costs of all required
maintenance, personal property and non-structural repairs in connection with
the operation of the Senior Housing Facilities. ILM II Holding, as Lessor, is
responsible for all major capital improvements and structural repairs to the
Senior Housing Facilities. If the Company and ILM II Holding decide that any
of the Senior Housing Facilities should be expanded, the Facilities Lease
Agreement between the Company and ILM II Holding would be amended to include
such expansion. Pursuant to the Facilities Lease Agreement, the Company pays
annual base rent for use of all the Senior Housing Facilities in the
aggregate amount of $4,035,600. The Company also pays variable rent, on a
quarterly basis, for each Senior Housing Facility in an amount equal to 40%
of the excess, if any, of the aggregate total revenues for the Senior Housing
Facilities, on an annualized basis, over $13,021,000. Variable rent was
$943,000 and $301,000 for the nine-and three-month periods ended May 31,
1999, respectively, compared to $697,000 and $261,000 for the nine- and
three-month periods ended May 31, 1998, respectively.

    The Facilities Lease Agreement is scheduled to expire on December 31,
2000 (December 31, 1999, with respect to Santa Barbara). Accordingly, since
the Company does not have any current plans to operate or own any other
facilities or engage in any other business outside of its relationship with
ILM II, there is no assurance that the Company's operations will continue
beyond December 2000. Moreover, the Facilities Lease Agreement is subject to
termination at any time by ILM II Holding upon 30 days' notice to the Company
in connection with the sale to a non-affiliated third party of the Senior
Housing Facilities.

RECENT DEVELOPMENTS

    On February 7, 1999, ILM II entered into an agreement and plan of merger
with Capital Senior Living Corporation, the corporate parent of Capital, and
certain affiliates of Capital. While there can be no assurance, consummation
of the merger is presently anticipated by the end of calendar 1999. In
connection with the merger, ILM II has agreed to cause ILM II Holding to
cancel and terminate the Facilities Lease Agreement immediately prior to the
effective time of the merger. As noted above, the Facilities Lease Agreement,
which is scheduled to expire on December 31, 2000, may be terminated earlier
at the election of the Lessor in connection with the sale by the Lessor of
the Senior Housing Facilities to a non-affiliated third party, upon 30 days'
notice to the Company. Although there can be no assurance as to whether the
merger will be consummated or, if consummated, as to the timing thereof, the
Company's operations would not be expected to continue beyond the effective
time of the merger.

LIQUIDITY AND CAPITAL RESOURCES

    Occupancy levels for the six properties in which the Company has invested
averaged 94% and 92% for the nine- and three-month periods ended May 31,
1999, respectively, compared to 94% and 95% for the nine- and three-month
periods ended May 31, 1998, respectively. Base rent payments of $4,035,600
will remain in effect throughout the remaining term of the lease. As noted
above, the Facilities Lease Agreement also provides for the payment of
variable rent. The Senior Housing Facilities are currently generating gross
revenues, which are in excess of the specified threshold in the variable rent
calculation. Current annualized operating income levels are sufficient to
cover the Company's base and variable rent obligations to ILM II Holding.

                                       -13-

<PAGE>

                               ILM II LEASE CORPORATION

                         MANAGEMENT'S DISCUSSION AND ANALYSIS
             OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)

LIQUIDITY AND CAPITAL RESOURCES (CONTINUED)

      At May 31, 1999, the Company had cash and cash equivalents of
$1,363,000 compared to $1,497,000 at August 31, 1998. The decrease of
$134,000 is primarily attributable to the September 4, 1998 payment of the
AHC litigation settlement of $650,000 (see Note 4) offset by other cash flows
provided by operating activities. Remaining amounts of cash will be used for
the Company's working capital requirements. As noted above, under the terms
of the Facilities Lease Agreement, the Lessor is responsible for major
capital improvements and structural repairs to the Senior Housing Facilities.
Consequently, the Company does not have any material commitments for capital
expenditures. Furthermore, the Company does not currently anticipate the need
to engage in any borrowing activities. As a result, substantially all of the
Company's cash flow will be generated from operating activities. The Company
did not pay cash dividends in fiscal years 1998 and 1997 or for the first,
second and third quarter of fiscal 1999. Payment of dividends, if any, will
be at the discretion of the Company's Board of Directors and will depend upon
such factors as the Company's financial condition, earnings, anticipated
investments and other relevant factors. The source of future liquidity is
expected to be from operating cash flows from the Senior Housing Facilities,
net of the Facilities Lease Agreement payments to ILM II Holding, and
interest income earned on invested cash reserves. Such sources of liquidity
are expected to be adequate to meet the Company's operating requirements on
both a short-term and long-term basis.

YEAR 2000

    The Year 2000 issue is the result of computer programs being written
using two digits rather than four to define the applicable year. Any of the
Company's computer programs or hardware that have date-sensitive software or
embedded chips may recognize the year 2000 as a date other than the year
2000. This could result in a system failure or miscalculations causing
disruptions of operations, including, among other things, a temporary
inability to process transactions, send invoices or engage in similar normal
business activities.

    Based on ongoing assessments, the Company, through Capital, its property
manager, has developed a program to modify or replace portions of its
software and certain hardware, which are generally PC-based systems, so that
those systems will properly recognize and utilize dates beyond December 31,
1999. While there can be no assurance, as of May 31, 1999, the Company
believes that it substantially completed all software and hardware upgrades
as of December 31, 1998. The Company believes that these modifications and
replacements of existing software and certain hardware will mitigate the Year
2000 issue. However, if such modifications and replacements are not completed
timely, the Year 2000 issue could have a material impact on the operations of
the Company. The costs of Year 2000 remediation are not expected to be
material based on the Company's operations.

    The Company has assessed its exposure to operating equipment, and such
exposure is not significant due to the nature of the Company's business.

    The Company is not aware of any external agent with a Year 2000 issue
that would materially impact the Company's results of operations, liquidity
or capital resources. However, the Company has no means of determining
whether or ensuring those external agents will be Year 2000 ready. The
inability of external agents to complete their Year 2000 resolution process
in a timely fashion could impact the Company.

    Management of the Company believes it has an effective program in place
to resolve the Year 2000 issue in a timely manner. As noted above, the
Company has substantially completed all necessary phases of its Year 2000
program. In addition, disruptions in the economy generally resulting from
Year 2000 issues could also adversely affect the Company. Although the amount
of potential liability and lost revenue cannot be reasonably estimated at
this time, in a worst case situation, if Capital, the Company's most
significant third party contractor, were to experience a year 2000 problem,
it is likely that the Company would not receive rental income as it became
due from Senior Living Facility residents. The Company in turn would fail to
pay ILM II Holding lease payments as they arise under the master lease, and
ILM II Holding in turn would fail to pay ILM II mortgage payments due it.
However, the Company believes that given the nature of its business, such
problem would be temporary and is easily remedied with simple accountings.

                                       -14-

<PAGE>

                             ILM II LEASE CORPORATION

                        MANAGEMENT'S DISCUSSION AND ANALYSIS
            OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)

RESULTS OF OPERATIONS

NINE MONTHS ENDED MAY 31, 1999 VERSUS Nine MONTHS ENDED MAY 31, 1998

REVENUES

    Total revenues were $12,142,000 for the nine months ended May 31, 1999
compared to $11,540,000 for the same period of the prior year, representing
an increase of $602,000 or 5.2%. This increase is primarily the result of
increased rental rates at certain of the Company's Senior Housing Facilities
located in strong markets.

EXPENSES

      Total expenses were $11,528,000 for the nine months ended May 31, 1999
compared to $11,199,000 for the same period in the prior year, representing
an increase of $329,000 or 2.9%. This increase was primarily due to increases
in facilities lease rent expense of $247,000 or 6.7%, administrative salaries
and expenses of $138,000 or 18.4%; depreciation expense of $135,000 or
210.9%; and property management fees of $89,000 OR 13%, offset by a $343,000
or 58.3% decrease in professional fees as a result of settling the AHC
litigation as well as minor increases and decreases in certain other
expenses. The increase in facilities lease rent expense is the result of
increased variable rent payments due under the Facilities Lease Agreement.
The increase in depreciation expense is due to the change in the estimated
useful lives of the Company's fixed assets as a consequence of the expected
lease termination date of December 31, 2000, as such assets are not subject
to repurchase by ILM II Holding. The increase in property management fees is
attributable to higher incentive management fees earned by the property
manager as a result of improved performance at the Senior Housing Facilities.

INCOME TAX EXPENSE

    Income tax expense increased overall by $110,000 or 80.9% as compared to
the same period in the prior year, as a result of an increase in income
before taxes of $273,000 or 44.5%, from $341,000 in 1998 to $614,000 in 1999.

NET INCOME

    Primarily as a result of the factors noted above, net income increased
$163,000 pr 79.5% to $368,000 for the nine months ended May 31, 1999 from net
income of $205,000 for the nine months ended May 31, 1998.

THREE MONTHS ENDED MAY 31, 1999 VERSUS THREE MONTHS ENDED MAY 31, 1998

REVENUES

    Total revenues were $4,012,000 for the quarter ended May 31, 1999
compared to $3,927,000 for the same period of the prior year, representing an
increase of $85,000 or 2.2%. This increase is primarily the result of
increased rental rates at certain of the Company's Senior Housing Facilities
located in strong markets.

EXPENSES

    Total expenses were $3,854,000 for the quarter ended May 31, 1999
compared to $3,810,000 for the same period in the prior year, representing an
increase of $44,000 or 1.2%. This increase was principally comprised of
increases in administrative salaries and expenses of $111,000 or 61.7%;
depreciation expense of $60,000 or 285.7%; and facilities lease rent expense
of $40,000 or 3.2%; offset by significant decreases in professional fees of
$180,000 or 69% as a result of settling the AHC litigation. The increase in
depreciation expense is due to the change in the estimated useful lives of
the Company's fixed assets as a consequence of the expected lease termination
date of December 31, 1999, as such assets are not subject to repurchase by
ILM II Holding. The increase in facilities lease rent expense is the result
of increased variable rent payments due under the Facilities Lease Agreement.

                                       -15-

<PAGE>

                              ILM II LEASE CORPORATION

                       MANAGEMENT'S DISCUSSION AND ANALYSIS
            OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)

RESULTS OF OPERATIONS (CONTINUED)

INCOME TAX EXPENSE

    Income tax expense increased overall by $16,000 or 34% as compared to the
same period in the prior year, as a result of an increase in income before
taxes of $41,000 or 35%.

NET INCOME

    Primarily as a result of the factors noted above, net income increased
$25,000 or 33% to $95,000 for the quarter ended May 31, 1999 from net income
of $70,000 for the quarter ended May 31, 1998.


                                       -16-

<PAGE>

                                ILM II LEASE CORPORATION

                          MANAGEMENT'S DISCUSSION AND ANALYSIS
            OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)

FORWARD-LOOKING INFORMATION

    CERTAIN STATEMENTS INCLUDED IN THIS QUARTERLY REPORT ON FORM 10-Q
("QUARTERLY REPORT") CONSTITUTE "FORWARD-LOOKING STATEMENTS" INTENDED TO
QUALIFY FOR THE SAFE HARBORS FROM LIABILITY ESTABLISHED BY SECTION 27A OF THE
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND SECTION 21E OF
THE SECURITIES ACT OF 1934, AS AMENDED (THE "EXCHANGE ACT"). THESE
FORWARD-LOOKING STATEMENTS GENERALLY CAN BE IDENTIFIED AS SUCH BECAUSE THE
CONTEXT OF THE STATEMENT WILL INCLUDE WORDS SUCH AS "BELIEVES," "COULD,"
"MAY," "SHOULD," "ENABLE," "LIKELY," "PROSPECTS," "SEEK," "PREDICTS,"
"POSSIBLE," "FORECASTS," "PROJECTS," "ANTICIPATES," "EXPECTS" AND WORDS OF
ANALOGOUS IMPORT AND CORRELATIVE EXPRESSIONS THEREOF, AS WELL AS STATEMENTS
PRECEDED OR OTHERWISE QUALIFIED BY: "THERE CAN BE NO ASSURANCE" OR "NO
ASSURANCE CAN BE GIVEN." SIMILARLY, STATEMENTS THAT DESCRIBE THE COMPANY'S
FUTURE PLANS, OBJECTIVES, STRATEGIES OR GOALS ALSO ARE FORWARD-LOOKING
STATEMENTS. SUCH STATEMENTS MAY ADDRESS FUTURE EVENTS AND CONDITIONS
CONCERNING, AMONG OTHER THINGS, THE COMPANY'S CASH FLOWS, RESULTS OF
OPERATIONS AND FINANCIAL CONDITION; THE CONSUMMATION OF ACQUISITION AND
FINANCING TRANSACTIONS AND THE EFFECT THEREOF ON THE COMPANY'S BUSINESS,
ANTICIPATED CAPITAL EXPENDITURES, PROPOSED OPERATING BUDGETS AND ACCOUNTING
RESERVES; LITIGATION; PROPERTY EXPANSION AND DEVELOPMENT PROGRAMS OR PLANS;
REGULATORY MATTERS; AND THE COMPANY'S PLANS, GOALS, STRATEGIES AND OBJECTIVES
FOR FUTURE OPERATIONS AND PERFORMANCE. ANY SUCH FORWARD-LOOKING STATEMENTS
ARE SUBJECT TO VARIOUS RISKS AND UNCERTAINTIES THAT COULD CAUSE ACTUAL
RESULTS TO DIFFER MATERIALLY FROM THOSE EXPRESSED OR IMPLIED IN SUCH
FORWARD-LOOKING STATEMENTS. SUCH FORWARD-LOOKING STATEMENTS ARE SUBJECT TO A
NUMBER OF ASSUMPTIONS REGARDING, AMONG OTHER THINGS, GENERAL ECONOMIC,
COMPETITIVE AND MARKET CONDITIONS. SUCH ASSUMPTIONS NECESSARILY ARE BASED ON
FACTS AND CONDITIONS AS THEY EXIST AT THE TIME SUCH STATEMENTS ARE MADE, THE
PREDICTION OR ASSESSMENT OF WHICH MAY BE DIFFICULT OR IMPOSSIBLE AND, IN ANY
CASE, BEYOND THE COMPANY'S CONTROL. FURTHER, THE COMPANY'S BUSINESS IS
SUBJECT TO A NUMBER OF RISKS THAT MAY AFFECT ANY SUCH FORWARD-LOOKING
STATEMENTS AND ALSO COULD CAUSE ACTUAL RESULTS OF THE COMPANY TO DIFFER
MATERIALLY FROM THOSE PROJECTED OR IMPLIED BY SUCH FORWARD-LOOKING
STATEMENTS. ALL FORWARD-LOOKING STATEMENTS CONTAINED IN THIS QUARTERLY REPORT
ARE EXPRESSLY QUALIFIED IN THEIR ENTIRETY BY THE CAUTIONARY STATEMENTS IN
THIS PARAGRAPH. MOREOVER, THE COMPANY DOES NOT INTEND TO UPDATE OR REVISE ANY
FORWARD-LOOKING STATEMENTS TO REFLECT ANY CHANGES IN GENERAL ECONOMIC,
COMPETITIVE OR MARKET CONDITIONS AND DEVELOPMENTS BEYOND ITS CONTROL.

    READERS OF THIS QUARTERLY REPORT ARE CAUTIONED NOT TO PLACE UNDUE
RELIANCE ON ANY OF THE FORWARD-LOOKING STATEMENTS SET FORTH HEREIN AND THE
COMPANY MAKES ABSOLUTELY NO PROMISES, GUARANTEES, REPRESENTATIONS OR
WARRANTIES AS TO THE ACCURACY THEREOF.

                                       -17-


<PAGE>

                               ILM II LEASE CORPORATION

                               PART II-OTHER INFORMATION

ITEM 1. THROUGH 5.                  NONE

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a)      Exhibits:         27. Financial Data Schedule

(b)       Reports on Form 8-K:  NONE



                                       -18-

<PAGE>



                             ILM II LEASE CORPORATION

                                    SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.

                                       BY:  ILM II LEASE CORPORATION

                                       By:  /s/ Jeffry R. Dwyer
                                           -----------------------------
                                            Jeffry R. Dwyer
                                            President

Dated: November 12, 1999
       ------------------


                                       -19-