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


                UNITED STATES SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

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

                                    FORM 10-Q

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

                     For quarterly period ended May 31, 1998

                                       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.)



28 State Street, Suite 1100, Boston, MA                                 02109
--------------------------------------------------------------------------------
(Address of principal executive office)                               (Zip Code)



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


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, 1998:  5,180,952.


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


                                  Page 1 of 17

<PAGE>


                            ILM II LEASE CORPORATION

                                      INDEX

<TABLE>
<CAPTION>
Part I.  Financial Information                                                                              Page
                                                                                                            ----
<S>                                                                                                        <C>
      Item 1.  Financial Statements

               Balance Sheets
               May 31, 1998 (Unaudited) and August 31, 1997................................................... 4

               Statements of Income
               For the nine- and three-month periods ended May 31, 1998 and 1997 (Unaudited).................. 5

               Statements of Changes in Shareholders' Equity
               For the nine months ended May 31, 1998 and 1997 (Unaudited).................................... 6

               Statements of Cash Flows
               For the nine months ended May 31, 1998 and 1997 (Unaudited).................................... 7

               Notes to Financial Statements (Unaudited)................................................... 8-11

      Item 2.  Management's Discussion and Analysis of Financial Condition and Results of Operations...... 12-14

Part II.  Other Information.................................................................................. 15

      Item 6.  Exhibits and Reports on Form 8-K.............................................................. 15

Signatures................................................................................................... 16
</TABLE>



                                      -2-

<PAGE>



                            ILM II LEASE CORPORATION


Part I.  Financial Information
------------------------------

         Item 1.  Financial Statements
                  (see next page)











                                      -3-

<PAGE>


                            ILM II LEASE CORPORATION

                                 BALANCE SHEETS
                  May 31, 1998 (Unaudited) and August 31, 1997
                    (In thousands, except per share amounts)

<TABLE>
<CAPTION>

                                                                       ASSETS
                                                                       ------
                                                   May 31, 1998                  August 31, 1997
                                                   ------------                  ---------------
<S>                                                    <C>                               <C>
Cash and cash equivalents                              $2,416                            $1,156
Accounts receivable                                         2                                55
Accounts receivable - related party                       121                                --
Prepaid expenses and other assets                         149                               403
                                                       ------                            ------
      Total current assets                              2,688                             1,614

Furniture, fixtures and equipment                         653                               486
      Less: accumulated depreciation                     (136)                              (70)
                                                       ------                            ------
                                                          517                               416
Deposits                                                    9                                --
Deferred tax asset                                        233                                96
                                                       ------                            ------
                                                       $3,447                            $2,126
                                                       ======                            ======


                                                          LIABILITIES AND SHAREHOLDERS' EQUITY
                                                          ------------------------------------

Accounts payable and accrued expenses                    $507                              $547
Termination fee payable                                   400                               400
Real estate taxes payable                                 117                               199
Accounts payable - related party                        1,270                               152
Income taxes payable                                      139                                --
Security deposits                                          14                                 9
                                                       ------                            ------
      Total current liabilities                         2,447                             1,307

Deferred rent payable                                      76                               100
                                                       ------                            ------
      Total liabilities                                 2,523                             1,407

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                                  424                               219
                                                       ------                            ------
              Total shareholders' equity                  924                               719
                                                       ------                            ------
                                                       $3,447                            $2,126
                                                       ======                            ======
</TABLE>


                             See accompanying notes.

                                      -4-
<PAGE>


                            ILM II LEASE CORPORATION

                              STATEMENTS OF INCOME
  For the three- and nine-month periods ended May 31, 1998 and 1997 (Unaudited)
                    (In thousands, except per share amounts)

<TABLE>
<CAPTION>
                                                           Nine Months Ended          Three Months Ended
                                                                May 31                     May 31
                                                                ------                     ------

                                                           1998         1997           1998        1997
                                                           ----         ----           ----        ----
<S>                                                        <C>         <C>             <C>        <C>
Revenues:
   Rental and other income                                 $11,508     $10,745         $3,908     $3,587
   Interest income                                              32          28             19          9
                                                           -------     -------         ------     ------
                                                            11,540      10,773          3,927      3,596
Expenses:
   Master lease rent expense                                 3,700       3,264          1,262      1,131
   Dietary salaries, wages and food service expenses         1,989       1,977            670        662
   Administrative salaries, wages and expenses                 750         877            180        297
   Marketing salaries, wages and expenses                      514         456            182        161
   Utilities                                                   770         763            248        240
   Repairs and maintenance                                     392         371            141        127
   Real estate taxes                                           435         383            127        129
   Property management fees                                    684         549            240        169
   Other property operating expenses                         1,058       1,140            364        354
   General and administrative expenses                         843         461            375        297
   Advisory fees                                                --          54             --         18
   Depreciation expense                                         64          30             21         12
                                                           -------     -------         ------     ------
                                                            11,199      10,325          3,810      3,597
                                                           -------     -------         ------     ------

Income before taxes                                            341         448            117         (1)

Income tax expense:
   Current                                                     113         158           (122)        --
   Deferred                                                     23          21            169         --
                                                           -------     -------         ------     ------
                                                               136         179             47         --
                                                           -------     -------         ------     ------

Net income (loss)                                          $   205     $   269         $   70     $   (1)
                                                           =======     =======         ======     ======
Basic earnings (loss) per share of common stock            $  0.04     $  0.05         $ 0.01     $ 0.00
                                                           =======     =======         ======     ======
</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, 1998 and 1997 (Unaudited)
                    (In thousands, except per share amounts)

<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, 1996         5,181         $52        $448        $259       $759

Net income                            --           -          --         269        269
                                   -----           -        ----        ----       ----

Balance at May 31, 1997            5,181         $52        $448        $528       $986
                                   =====         ===        ====        ====       ====

Balance at August 31, 1997         5,181         $52        $448        $219       $718
                                   =====         ===        ====        ====       ====

Net income                            --          --          --         205        205
                                   -----         ---        ----        ----       ----

Balance at May 31, 1998            5,181         $52        $448        $424       $923
                                   =====         ===        ====        ====       ====
</TABLE>



                             See accompanying notes.


                                      -6-
<PAGE>


                            ILM II LEASE CORPORATION

                            STATEMENTS OF CASH FLOWS
           For the nine months ended May 31, 1998 and 1997 (Unaudited)
                    (In thousands, except per share amounts)

<TABLE>
<CAPTION>
                                                                     Nine Months Ended
                                                                     -----------------
                                                                          May 31
                                                                          ------
                                                                   1998             1997
                                                                   ----             ----
<S>                                                              <C>              <C>
Cash flows from operating activities:
    Net income $205                                              $  205           $  269
    Adjustments to reconcile net income to
      net cash provided by operating activities:
        Depreciation expense                                         64               18
        Deferred taxes, net                                        (137)              15
         Changes in assets and liabilities:
         Accounts receivable                                         53               (7)
         Accounts receivable - related party                       (121)              --
         Prepaid expenses and other assets                          254               65
         Accounts payable and accrued expenses                      (40)            (192)
         Accounts payable - related party                         1,118               (2)
         Real estate taxes payable                                  (82)             (95)
         Security deposits, net                                      (2)              --
         Deferred rent payable                                      (24)             (16)
         Income taxes payable                                       139               --
                                                                 ------           ------
             Total adjustments                                     1222             (214)
                                                                 ------           ------
             Net cash provided by operating activities            1,427               55

Cash flows from investing activities:
    Additions to furniture, fixtures and equipment                 (167)            (102)
                                                                 ------           ------
         Net cash used in investing activities                     (167)            (102)
                                                                 ------           ------

Net increase (decrease) in cash and cash equivalents              1,260              (47)

Cash and cash equivalents, beginning of period                    1,156            1,591
                                                                 ------           ------

Cash and cash equivalents, end of period                         $2,416           $1,544
                                                                 ======           ======
Supplemental disclosure:

Cash paid during the period for income taxes                     $   --           $  141
                                                                 ======           ======
</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 the
ILM II Lease Corporation's ("the Company") Annual Report for the year ended
August 31, 1997. 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 period. 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 generally accepted accounting principles,
which require 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, 1998 and August 31, 1997 and revenues and expenses
for each of the nine- and three-month periods ended May 31, 1998 and 1997.
Actual results could 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 Company was organized as a corporation on September 12, 1994 under the
laws of the state of Virginia. Through August 31, 1995, the Company had no
significant operations. The Company was formed by ILM II Senior Living, Inc.
("ILM II"), formerly PaineWebber Independent Living Mortgage Inc. II, to operate
six rental housing projects that provide independent-living and assisted-living
services for senior citizens ("the Senior Housing Facilities") under a master
lease agreement. ILM II initially 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 majority-owned, indirect subsidiaries of ILM II, subject to the mortgage
loans. Subsequently, the indirect subsidiaries of ILM II were merged into ILM II
Holding, Inc. ("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 (the
"Agreement"), which was assigned to the Company as of September 1, 1995. The
Agreement with AHC was terminated in July 1996.

     ILM II has elected to be taxed as a Real Estate Investment Trust ("REIT")
under the Internal Revenue Code of 1986, as amended ("the Code"), for each
taxable year of operations. In order to maintain its status as a REIT, 75% of
ILM II's annual gross income must be qualified rental income as defined by the
Code. The rent paid by the residents of the Senior Housing Facilities likely
would not be deemed to be qualified rental income because of the extent of
services provided to residents. Consequently, the operation of the Senior
Housing Facilities by ILM II or its subsidiaries over an extended period of time
could adversely affect ILM II's status as a REIT. Therefore, ILM II formed the
Company to operate the Senior Housing Facilities, and by means of a
distribution, transferred the ownership of the common stock of the Company to
the holders of ILM II common stock on September 1, 1995. Because the Company,
which is taxed as a regular C corporation, is no longer a subsidiary of ILM II,
it can receive service-related income without endangering the REIT status of ILM
II.

     The Company's sole business is the operation of the Senior Housing
Facilities. The Company leases the Senior Housing Facilities from ILM II
Holding, a majority-owned and consolidated affiliate of ILM II, which currently
holds title to the Senior Housing Facilities, pursuant to a master lease which
commenced on September 1, 1995 and expires on December 31, 2000 (December 31,
1999 with respect to the Santa Barbara Facility) (see Note 2). In July, 1996,
the Company entered into a property management agreement with Capital Senior
Management 2, Inc. ("Capital") of Dallas, Texas to handle the day-to-day
operations of the Senior Housing Facilities. In November 1996, Lawrence A.
Cohen, a director of the Company and President, Chief Executive Officer and
Director of ILM II, became Vice Chairman and Chief Financial officer of Capital
Senior Living Corporation, an affiliate of Capital. As a result, the management
agreement with Capital is considered a related party transaction (see Note 3).


                                      -8-
<PAGE>


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


2.   The Master Lease Agreement
     --------------------------

     ILM II Holding (the "Lessor") has leased the Senior Housing Facilities to
  the Company (the "Lessee") pursuant to a master lease which commenced on
  September 1, 1995. Under the Terms of the master lease, which has a scheduled
  expiration date of December 31, 2000 (December 31, 1999 with respect to the
  Santa Barbara Facility), the Lessor has the right to terminate the master
  lease as to any Senior Housing Facility sold as of the date of such sale. The
  master lease is accounted for as an operating lease in the Company's financial
  statements.

     Descriptions of the properties covered by the master lease between the
  Company and ILM II Holding are summarized as follows:

<TABLE>
<CAPTION>
                                                       Rentable      Resident
Name                         Location                   Units        Capacity
----                         --------                   -----        --------
<S>                          <C>                         <C>           <C>
The Palms                    Fort Myers, FL              205           255
Crown Villa                  Omaha, NE                    73            73
Overland Park Place          Overland Park, KS           141           153
Rio Las Palmas               Stockton, CA                164           190
The Villa at Riverwood       St. Louis County, MO        120           140
Villa Santa Barbara (1)      Santa Barbara, CA           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 REIT, 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 majority-owned and consolidated
         subsidiary of ILM II.

     During the term of the master lease, the Company is obligated to pay annual
base rent for the Senior Housing Facilities. The master 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. The Lessor is responsible
for major capital improvements and structural repairs to the Senior Housing
Facilities. In addition, beginning in the second quarter of fiscal 1997 and for
the remainder of the lease term, the Company is obligated to pay variable rent
for each facility. Variable rent is payable quarterly and equals 40% of the
excess of aggregate total revenues for the Senior Housing Facilities, on an
annualized basis, over $13,021,000. Variable rent amounted to $697,031 and
$261,090 for the nine- and three-month periods ended May 31, 1998, respectively.
This compares to variable rent of approximately $261,000 and $130,000 for the
nine- and three-month periods ended May 31, 1997, respectively.

     Under the master lease, the Company's use of the properties is limited to
use as Senior Housing Facilities unless the Lessor's consent to some other use
is obtained. 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. Also,
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 facility, or other sanctions.


                                      -9-
<PAGE>


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


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, 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 a management agreement which commenced on July
29, 1996. In November 1996, Lawrence A. Cohen, a Director of the Company and
President, Chief Executive Officer and Director of ILM II, was also named Vice
Chairman and Chief Financial Officer of Capital Senior Living Corporation, an
affiliate of Capital. The initial term of the management agreement expires on
December 31, 2000, which coincides with the expiration of the master lease
agreement between the Company and ILM II Holding described in Note 2. Under the
terms of the management agreement, in the event that the master lease agreement
is extended beyond December 31, 2000, the management agreement will be extended
as well, but not beyond July 29, 2001. 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 is also
eligible to earn an incentive management fee equal to 25% of the amount by which
the average monthly net cash flow of the Senior Housing Facilities, as defined,
for the twelve month period ending on the last day of each calendar month
exceeds a specified base amount. Each August 31, beginning on August 31, 1997,
the base amount is increased based on the percentage increase in the Consumer
Price Index as well as 15% of 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, 1998, Capital
earned property management fees from the Company of $685,000 and $240,000,
respectively. This compares to $546,000 and $169,000 for the nine- and
three-month periods ended May 31, 1997, respectively.

     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 the Senior Housing Facilities. Capital
Senior Development, Inc. will receive a fee equal to 7% of the total development
costs of these expansions if they are pursued. ILM II Holding will 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, 1998, Capital Senior Development, Inc. earned fees from the Company of
$73,233 and $14,333, respectively, for managing pre-construction development
activities for potential expansions of the Senior Housing Facilities.

     Jeffry R. Dwyer, Secretary and director of the Company, is an employee of
Greenberg Traurig Hoffman Lipoff Rosen & Quentel, which began acting as Counsel
to the Company and its affiliates in late fiscal 1997. For the nine- and
three-month periods ended May 31, 1998, Greenberg Traurig Hoffman Lipoff Rosen &
Quentel earned fees from the Company of $114,534 and $55,647, respectively.

     Accounts receivable - related party at May 31, 1998 and August 31, 1997
includes advances of approximately $107,000 and $0, respectively, to ILM II
Holding, primarily to fund facility expansion costs. Also included in accounts
receivable - related party at May 31, 1998 is an expense reimbursement of
approximately $15,000 due from Lease I. Accounts payable - related party at May
31, 1998 and August 31, 1997 includes $1,269,990 and $152,000, respectively, for
base rent and variable rent due to ILM II Holding.

4.   Legal Proceedings and Contingencies
     -----------------------------------

     A management agreement between ILM II Holding and Angeles Housing Concepts,
Inc. ("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.


                                      -10-
<PAGE>


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


4.   Legal Proceedings and Contingencies (continued)
     -----------------------------------------------

The management agreement was terminated 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
allege, 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 management agreement,
AHC filed for protection under Chapter 11 of the U.S. Bankruptcy Code in its
domestic State of California. The filing was challenged by the Companies, 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 requests damages, which include 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. ILM
II has guaranteed the payment of the termination fee at issue in these
proceedings to the extent that any termination fee is deemed payable by the
court and in the event that the Company fails to perform pursuant to its
contractual obligations. 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"). In so doing, the court effectively canceled the June
23, 1997 trial date. The Orders do not contain any findings of fact or
conclusions of law. On July 10, 1997, the Company, ILM II, ILM I and ILM I Lease
Corporation filed a notice of appeal to the United States Court of Appeals for
the Fourth Circuit from the orders. The Company intends to diligently pursue the
appeal. Although the eventual outcome of this litigation cannot presently be
determined, a provision of $400,000 for the liability which might result to the
Company was recorded as "termination fee payable" at May 31, 1998 and August 31,
1997. The remaining $600,000 was recorded on the financial statements of Lease
I.

     On February 4, 1997, AHC filed a complaint in the Superior Court of the
State of California against Capital, Lawrence Cohen, and others alleging that
the defendants intentionally interfered with AHC's property management agreement
with ILM II Holding by inducing ILM II Holding to terminate the management
agreement (the "California litigation"). The complaint seeks 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. Trial in the action is
expected during 1998 and discovery has just begun. 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. The Company's Board also concluded that, subject
to certain conditions, the Company or its affiliates should advance up to
$20,000 to pay reasonable legal fees and expenses incurred by Capital and its
affiliates in the California litigation. Subsequently, the Boards 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. As of May
31, 1998, the amount advanced to Capital by the Company and Lease I totaled
approximately $335,000. The defendants intend to vigorously defend the claims
made against them in the California litigation. The eventual outcome of this
litigation cannot presently be determined and, accordingly, no provision for any
liability has been recorded in the accompanying financial statements.


                                      -11-
<PAGE>


                            ILM II LEASE CORPORATION
       Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                            AND RESULTS OF OPERATIONS


Liquidity and Capital Resources

     The Company was formed in 1995 by ILM II, a publicly-held, non-traded REIT,
for the purpose of operating six Senior Housing Facilities under the terms of a
master lease agreement. ILM II contributed $500,000 in return for all of the
issued and outstanding shares of the Company's common stock. ILM II had
originally made mortgage loans secured by the Senior Housing Facilities to AHC
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 majority-owned, indirect subsidiaries of ILM II, subject to the mortgage
loans. Subsequently, these indirect subsidiaries were merged into ILM II
Holding, which is also a majority-owned subsidiary of ILM II. As part of the
fiscal 1994 settlement agreement with AHC, AHC was retained as the property
manager for the Senior Housing Facilities pursuant to the terms of an agreement
which was assigned to the Company as of September 2, 1995. As discussed further
below, the agreement with AHC was terminated in July 1996.

     ILM II has elected to be taxed as a REIT under the Internal Revenue Code of
1986, as amended ("the Code"), for each taxable year of operations. In order to
maintain its status of a REIT, 75% of ILM II's, annual gross income must be
qualified rental income as defined by the Code. The rent paid by the residents
of the Senior Housing Facilities likely would not be deemed to be qualified
rental income because of the extent of services provided to residents.
Consequently, the operation of the Senior Housing Facilities by ILM II or its
subsidiaries over an extended period of time could adversely affect ILM II's
status as a REIT. Therefore, ILM II formed the Company to operate the Senior
Housing Facilities, and by means of a distribution, transferred the ownership of
the common stock of the Company to the holders of ILM II common stock.

     The master lease agreement, which commenced on September 1, 1995, is
between ILM II Holding, as owner of the properties and Lessor, and the Company,
as Lessee. The master 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 the 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 master lease agreement between the
Company and ILM II Holding would be amended to include such expansion. During
the initial term of the master lease, which expires on December 31, 2000
(December 31, 1999 with respect to the Santa Barbara Facility), the Company is
obligated to pay annual rent for use of all the Senior Housing Facilities in the
aggregate amount of $4,035,600. Beginning January 1997 and for the remainder of
the lease term the Company is also obligated to pay variable rent for each
Senior Housing Facility. Such variable rent is payable quarterly and will equal
40% of the excess, if any, of the aggregate total revenues for the Senior
Housing Facilities, on an annualized basis, over $13,021,000. For the nine- and
three-month periods ended May 31, 1998, variable rent expense was $697,031 and
$261,090, respectively. This compares to variable rent of approximately $261,000
and $130,000 for the nine- and three-month periods ended May 31, 1997,
respectively.

     As noted above, the Company's master lease is scheduled to expire on
December 31, 2000. This period coincides with the end of ILM II's expected
holding period for its investments in the Senior Housing Facilities. While such
holding period is subject to change, the current Articles of Incorporation of
ILM II provide that the liquidation of ILM II must be completed by no later than
December 31, 2001. Any further renewals of the master lease beyond December 31,
2000 would be subject to negotiation between the Company and ILM II and its
consolidated affiliate. 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.

     The Company and ILM II continue to review various restructuring
alternatives. An independent investment banking firm has been retained by the
Company and its affiliates to assist in reviewing these strategic alternatives.
The Company has not fully evaluated any of these alternatives and is not in a
position at this time to recommend any action to its shareholders. There can be
no assurance that the Company will recommend taking any of the actions which may
be recommended by its investment bankers.


                                      -12-
<PAGE>


                            ILM II LEASE CORPORATION
           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                      AND RESULTS OF OPERATIONS (continued)


Liquidity and Capital Resources (continued)

     Occupancy levels at the six properties which the Company leases from ILM II
Holding averaged 94% and 95%, respectively, for the nine- and three-month
periods ended May 31, 1998. Base master lease payments of $4,035,600 will remain
in effect throughout the remaining term of the lease. As noted above, the master
lease also provides for the payment of variable rent and 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.

     The Company and ILM II have been pursuing the potential for future
expansion of several of the facilities which are located in areas that have
particularly strong markets for senior housing. Potential expansion candidates
include the facilities located in Omaha, Nebraska, St. Louis County, Missouri,
and Fort Myers, Florida. As part of this expansion program, approximately one
acre of land located adjacent to the Omaha facility was acquired by ILM II
Holding during the quarter ended November 30, 1997. In addition, an agreement
was obtained to purchase approximately six acres of land located adjacent to the
St. Louis County facility. In December 1997, ILM II Holding decided not to
pursue the St. Louis County expansion over the near term and allowed the
agreement to expire. The Fort Myers facility includes a vacant land parcel of
approximately one and one-half acres which could accommodate an expansion of the
existing facility. Preliminary feasibility evaluations have been completed for
all of these potential expansions and pre-construction design and
construction-cost evaluations are underway for expansions of the facilities
located in Omaha and Fort Myers. Additionally, in December 1997, ILM II Holding
purchased a parcel of vacant land adjacent to the Stockton facility. Although no
expansion of this facility is being considered at this time, this additional
land will provide needed parking spaces and improved access to the existing
facility.

     Once the pre-construction design process is complete and projected
expansion construction costs are determined, the Company and ILM II Holding will
carefully evaluate the costs and benefits before proceeding with the
construction of any of these expansions. If the Company and ILM II Holding
decide to proceed with any of these expansions, the master lease agreement
between the Company and ILM II Holding will be amended to include such
expansion. ILM II Holding is currently negotiating with a major bank to provide
a construction loan facility that, if finalized, would provide up to $8.8
million to fund the capital costs of these potential expansion programs.

     At May 31, 1998, the Company had cash and cash equivalents of $2,416,000.
Such amounts will be used for the Company's working capital requirements. As
noted above, under the terms of the master lease, 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. The Company has not paid cash
dividends in fiscal 1996, 1997 or 1998. The Company may or may not determine to
pay cash dividends in the future. 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 master lease
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.

     While the Company has potential liabilities pending due to ongoing
litigation against the Company, or for which the Company is a guarantor, the
eventual outcome of this litigation cannot presently be determined. The court
order in the Virginia AHC litigation equals $1 million and the California
litigation by AHC seeks at least $2 million. As discussed in Note 4, Legal
Proceedings and Contingencies, the Company and Lease I have agreed to indemnify
Mr. Cohen and to advance funds to Capital to pay reasonable legal fees and
expenses in the California litigation. Amounts are being advanced 40% by the
Company and 60% by Lease I based on their relative sizes and the identity of the
issues. The Company will vigorously defend against all claims made against it
and, at this time, it is not certain that the Company will have ultimate
responsibility for any such claims.


                                      -13-
<PAGE>



                            ILM II LEASE CORPORATION
           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                      AND RESULTS OF OPERATIONS (continued)


Liquidity and Capital Resources (continued)

     The Company relies upon PC-based systems and does not expect to incur
material costs to transition to Year 2000 compliant systems in its internal
operations. The Company does not expect this project to have a significant
effect on operations. The Company will continue to implement systems and all new
investments are expected to be with Year 2000 compliant software.

Results of Operations
Nine Months Ended May 31, 1998 versus Nine Months Ended May 31, 1997

Revenues
Total revenues were $11,540,000 for the nine-month period ended May 31, 1998
compared to $10,773,000 for the same period of the prior year, representing an
increase of $767,000 or 7%. Rental and other income from the Company's senior
housing operations increased $763,000 primarily as a result of improved
occupancies and increased rental rates at certain of the facilities located in
strong markets.

Expenses
Total expenses were $11,199,000 for the nine-month period ended May 31, 1998
compared to $10,325,000 for the same period in the prior year representing an
increase of $874,000 or 8.5%. This increase was primarily comprised of increases
in master lease rent expense of $436,000, general and administrative expenses of
$382,000 and property management fees of $135,000. The increase in master lease
rent expense is the result of variable rent payments due under the master lease
agreement. General and administrative expenses increased principally as a result
of the AHC litigation expenses.

Income Tax Expense
Income tax expense decreased by $43,000 or 24% as compared to the same period in
the prior year as a result of a decrease in income before taxes of $107,000.

Net Income
Primarily as a result of the factors noted above, net income decreased from
$269,000 for the nine-month period ended May 31, 1997 to $205,000 for the
nine-month period ended May 31, 1998.

Results of Operations
Three Months Ended May 31, 1998 versus Three Months Ended May 31, 1997

Revenues
Total revenues were $3,927,000 for the quarter ended May 31, 1998 compared to
$3,596,000 for the same period of the prior year, representing an increase of
$331,000 or 9.2%. Rental and other income from the Company's senior housing
operations increased $321,000 primarily as a result of improved occupancies and
increased rental rates at certain of the facilities located in strong markets.

Expenses
Total expenses were $3,810,000 for the quarter ended May 31, 1998 compared to
$3,597,000 for the same period of the prior year representing an increase of
$213,000 or 5.9%. This increase was primarily comprised of increases in master
lease rent expense of $131,000 and general and administrative expenses of
$78,000. The increase in master lease expense is the result of variable rent
payments due under the master lease agreement. General and administrative
expenses increased principally as a result of the AHC litigation expenses.

Income Tax Expense
Income tax expense increased by $47,000 as compared to the same period in the
prior year as a result of an increase in income before taxes of $118,000.

Net Income
Primarily as a result of the factors noted above, net income increased from a
loss of $1,000 for the quarter ended May 31, 1997 to income of $70,000 for the
quarter ended May 31, 1998.


                                      -14-
<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






                                      -15-
<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/ J. William Sharman, Jr.
                                             ---------------------------
                                         J. William Sharman, Jr.
                                         President


Dated:  July 15, 1998


                                      -16-