<PAGE>

                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    Form 10-Q

(Mark One)
[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
       SECURITIES EXCHANGE ACT OF 1934

       For the quarterly period ended March 31, 1997

                                        OR

[  ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
      SECURITIES EXCHANGE ACT OF 1934

      For the transition period from _______________ to _______________

         Commission file number 1-8952

                          INTERSTATE/JOHNSON LANE, INC.
             (Exact name of Registrant as specified in its charter)

                                    Delaware
         (State or other jurisdiction of incorporation or organization)

                                   56-1470946
                      (I.R.S. Employer Identification No.)

      Interstate Tower, P.O. Box 1012, Charlotte, North Carolina 28201-1012
               (Address of principal executive offices, zip code)

                                 (704) 379-9000
              (Registrant's telephone number, including area code)

     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 shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

Yes      X          No

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

              Class                           Outstanding at April 30, 1997
(Common stock, $.20 par value)                          6,236,918



                                  PAGE 1 OF 14


<PAGE>


                 INTERSTATE/JOHNSON LANE, INC. AND SUBSIDIARIES


                                      Index

<TABLE>
<CAPTION>



                                                                                Page Number

<S>                                                                                   <C>
Part I.  Financial Information

         Item 1.  Financial Statements

                  Condensed Consolidated Statements of
                  Financial Condition--March 31, 1997 and
                  September 30, 1996                                                  3

                  Condensed Consolidated Statements of
                  Operations--Six Months Ended
                  March 31, 1997 and 1996                                             4

                  Condensed Consolidated Statements of
                  Cash Flows--Six Months Ended
                  March 31, 1997 and 1996                                             5

                  Notes to Condensed Consolidated Financial
                  Statements                                                         6

         Item 2.  Management's Discussion and Analysis of
                  Financial Condition and Results of Operations                      9


Part II. Other Information

         Item 1.  Legal Proceedings                                                 12

         Item 6.  Exhibits and Reports on Form 8-K                                  12

</TABLE>





                                     Page 2


<PAGE>



                 INTERSTATE/JOHNSON LANE, INC. AND SUBSIDIARIES
            CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
                                   (Unaudited)


<TABLE>
<CAPTION>


                                                                         (All dollars in thousands)
                                                                     March 31,              September 30,
                                                                        1997                    1996
                                                                    -------------           --------------
<S>                                                               <C>                     <C>            
Assets
Cash and cash equivalents                                         $       17,450          $        37,285
Cash and securities segregated for
   regulatory purposes                                                   104,001                   80,501
Loans under matched securities resale agreements                           3,857                    5,874
Receivables:
  Securities resale agreements                                            27,013                   63,801
  Customers                                                              257,736                  234,779
  Brokers, dealers and clearing agencies                                  20,068                   31,406
  Other                                                                    6,290                    4,234
Trading securities owned                                                 121,061                   59,796
Land, buildings, and improvements, net                                     5,140                    5,574
Office facilities and equipment, net                                       8,565                    9,236
Goodwill and intangible assets                                            12,525                   13,076
Other assets                                                              26,507                   22,779
                                                                    -------------           --------------
                                                                  $      610,213          $       568,341
                                                                    =============           ==============

Liabilities and Shareholders' Equity
Short-term borrowings:
  Checks payable                                                  $       18,142          $        16,561
  Securities repurchase agreements                                        64,395                   31,078
Borrowings under matched securities repurchase agreements                  3,935                    5,983
Payables:
  Customers                                                              326,513                  292,450
  Brokers and dealers                                                     16,011                    7,375
  Other                                                                    6,315                    7,262
Accrued compensation and benefits                                         20,040                   20,939
Securities sold but not yet purchased                                     29,221                   65,784
Notes payable                                                              5,725                    6,208
Other liabilities and accrued expenses                                    17,294                   16,875
                                                                    -------------           --------------
                                                                         507,591                  470,515
                                                                    -------------           --------------
Minority interests                                                           200                      200
                                                                    -------------           --------------
Long-term subordinated debt                                               20,384                   20,999
                                                                    -------------           --------------
Shareholders' equity:
      Common stock                                                         1,377                    1,377
      Additional paid-in-capital                                          31,472                   31,231
      Retained earnings                                                   58,209                   53,670
                                                                    -------------           --------------
                                                                          91,058                   86,278
      Less:  treasury stock, at cost                                      (9,020)                  (9,651)
                                                                    -------------           --------------
            Total shareholders' equity                                    82,038                   76,627
                                                                    -------------           --------------
                                                                  $      610,213          $       568,341
                                                                    =============           ==============
</TABLE>


     The accompanying notes are an integral part of the condensed consolidated
financial statements.




                                     Page 3





<PAGE>



                 INTERSTATE/JOHNSON LANE, INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)


<TABLE>
<CAPTION>



                                                         For the Six Months                            For the Three Months
                                                           Ended March 31,                                Ended March 31,
                                                     (All dollars in thousands)                     (All dollars in thousands)
                                                      1997                 1996                    1997                   1996
                                                    -------------     ---------------          --------------       ----------------
<S>                                               <C>               <C>                      <C>                  <C>               
Revenues:
       Commissions and sales credits              $       75,202    $         74,043         $        39,553      $           39,726
       Trading gains, net                                  4,529               3,910                   2,553                   1,871
       Investment banking and underwriting                 3,284               2,936                   1,994                   1,197
       Asset management and advisory                       5,779               4,390                   2,981                   2,245
       Interest                                           16,634              16,808                   8,521                   8,346
       Other                                               4,418               3,909                   1,979                   2,077
                                                    -------------     ---------------          --------------       ----------------
Total revenues                                           109,846             105,996                  57,581                  55,462
       Interest expense                                    9,638              10,761                   4,912                   5,204
                                                    -------------     ---------------          --------------       ----------------
Net revenues                                             100,208              95,235                  52,669                  50,258
                                                    -------------     ---------------          --------------       ----------------
Expenses:
       Compensation and benefits                          65,547              61,700                  35,428                  33,234
       Technology and telephone                            8,754               8,642                   4,281                   4,493
       Occupancy                                           4,662               4,249                   2,352                   2,156
       Execution, clearance and depository                 2,009               2,061                   1,012                   1,005
       Promotion and development                           3,858               3,167                   1,846                   1,588
       Professional services                               2,059               1,513                   1,043                     717
       Printing, postage and supplies                      1,998               1,790                   1,037                     934
       Other operating expenses                            3,096               3,849                   1,555                   1,375
                                                    -------------     ---------------          --------------       ----------------
Total expenses                                            91,983              86,971                  48,554                  45,502
                                                    -------------     ---------------          --------------       ----------------

Income before income taxes                                 8,225               8,264                   4,115                   4,756

Income tax expense                                         3,208               3,387                   1,605                   1,949
                                                    -------------     ---------------          --------------       ----------------

Net Income                                        $        5,017    $          4,877         $         2,510      $            2,807
                                                    =============     ===============          ==============       ================

Earnings per share:
       Primary                                    $         0.82    $           0.80         $          0.40      $             0.46
                                                    =============     ===============          ==============       ================

       Fully diluted                              $         0.71    $           0.70         $          0.35      $             0.40
                                                    =============     ===============          ==============       ================

Weighted average shares:
       Primary                                         6,145,340           6,112,079               6,205,309               6,113,568
                                                    =============     ===============          ==============       ================

       Fully diluted                                   7,785,649           7,679,665               7,774,997               7,681,154
                                                    =============     ===============          ==============       ================

</TABLE>


                    The accompanying notes are an integral part of the condensed
consolidated financial statements.



                                  Page 4







<PAGE>



                       INTERSTATE/JOHNSON LANE, INC. AND SUBSIDIARIES
                    CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                For the six months ended March 31,
                                    (Unaudited)
<TABLE>
<CAPTION>
                                                                            (All dollars in thousands)
                                                                          1997                     1996
                                                                       ------------            -------------
Cash flows from operating activities:
--------------------------------------------------
<S>                                                                  <C>                     <C>           
Net income                                                           $       5,017           $        4,877
                                                                       ------------            -------------
Adjustments to reconcile net income to cash provided (used) by operating
  activities:
   Depreciation and amortization                                             3,276                    2,349
   Deferred income taxes                                                              -                (950)
   Provision for real estate charges                                                  -                 850
   Other non-cash items                                                        126                      904
                                                                       ------------            -------------
                                                                             3,402                    3,153
                                                                       ------------            -------------
Changes in operating assets and liabilities:
Cash and  securities segregated for
    regulatory purposes                                                    (23,500)                 (15,368)
Loans under matched securities resale and repurchase agreements, net           (31)                    (762)
Net payables to customers                                                   11,105                    2,237
Net receivables from brokers, dealers and clearing agencies                 19,974                    3,077
Other receivables                                                           (2,057)                     583
Trading securities owned, net                                              (97,828)                   9,386
Other assets                                                                (3,786)                  (3,705)
Accrued compensation and benefits                                             (899)                   2,267
Other liabilities and accrued expenses                                         449                      597
                                                                       ------------            -------------
                                                                           (96,573)                  (1,688)
                                                                       ------------            -------------
             Cash used by operating activities                             (88,154)                   6,342
                                                                       ------------            -------------

Cash flows from financing activities:
--------------------------------------------------
Proceeds from (repayment of ):
   Short-term bank borrowings                                                1,581                    9,474
   Borrowings under securities repurchase and resale agreements, net        70,105                  (23,104)
   Notes payable                                                              (483)                  (1,108)
Purchase of stock for treasury                                              (1,102)                  (1,714)
Dividends paid                                                                (479)                    (369)
                                                                       ------------            -------------

             Cash provided by financing activities                          69,622                  (16,821)
                                                                       ------------            -------------

Cash flows from investing activities:
--------------------------------------
Capital expenditures                                                        (1,303)                  (2,349)
                                                                       ------------            -------------
             Cash used by investing activities                              (1,303)                  (2,349)
                                                                       ------------            -------------

Net (decrease) in cash and cash equivalents                                (19,835)                 (12,828)
Cash and cash equivalents at beginning of period                            37,285                   26,537
                                                                       ------------            -------------
Cash and cash equivalents at end of period                           $      17,450           $       13,709
                                                                       ============            =============
Cash paid during the quarter for:
   Interest                                                          $      16,783           $       11,098
   Income taxes                                                      $       3,878           $        4,128

</TABLE>

      The accompanying notes are an integral part of the condensed consolidated
financial statements.





                                   Page 5



<PAGE>





              INTERSTATE/JOHNSON LANE, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                               (Unaudited)


1.   Basis of Presentation:

     The interim financial statements are unaudited; however, such information
     reflects all normal recurring adjustments which, in the opinion of
     management, are necessary for a fair presentation of the results for the
     period. The nature of the Company's business is such that the results of
     any interim period are not necessarily indicative of results for a full
     fiscal year.


2.   Net Capital Requirements:

     As a registered broker-dealer and member of the New York Stock Exchange,
     Interstate/Johnson Lane Corporation ("IJL"), the principal operating
     subsidiary of the Company, is subject to the Securities and Exchange
     Commission's uniform net capital rule. IJL has elected to operate under the
     alternative method of the rule, which prohibits a broker-dealer from
     engaging in any transactions when its "net capital" is less than 2% of its
     "aggregate debit balances" arising from customer transactions, as these
     terms are defined in the rule. The Exchange may also impose business
     restrictions on a member firm if its net capital falls below 5% of its
     aggregate debit balances. IJL is also subject to the Commodity Futures
     Trading Commission minimum net capital requirement.

     At March 31, 1997, IJL's net capital was 15% of its aggregate debit
     balances and approximately $34.6 million in excess of its minimum
     regulatory requirements.


3.   Commitments and Contingencies:

     Leases for office space and equipment are accounted for as operating
     leases. Approximate minimum rental commitments under noncancelable leases,
     some of which contain escalation clauses and renewal options, are as
     follows:

                                                                      Millions

     For the six months ended September 30, 1997                      $4.6

     For the fiscal year ended September 30,
                      1998                                             6.2
                      1999                                             3.7
                      2000                                             1.6
                      2001                                             0.7
                      Thereafter                                       4.5
                                                                     ______
                                                                     $21.3
                                                                     ======
                                  Page 6

<PAGE>




                 INTERSTATE/JOHNSON LANE, INC. AND SUBSIDIARIES
                 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  (Unaudited)


3.   Commitments and Contingencies, continued:

     In connection with its involvement as a general partner and/or placement
     agent of various real estate limited partnerships, the Company has
     guaranteed certain obligations of limited partners and, with others, has
     jointly or severally guaranteed mortgage loan obligations of some of the
     partnerships. At March 31, 1997, contingent liabilities under these
     obligations amounted to approximately $100,000 in the aggregate.

     Of a $20 million irrevocable letter of credit available, the amount
     outstanding at March 31, 1997 under this facility was $3.6 million.


4.   Legal Proceedings:

     The Company is involved in certain litigation arising in the ordinary
     course of business. While some actions seek substantial damages, management
     believes, based upon discussion with counsel, that the outcome of this
     litigation will not have a material effect on the Company's financial
     position. The materiality of these legal matters to the Company's future
     operating results depends on the level of future results of operations as
     well as the timing and ultimate resolution of such legal matters.


5.   Financial Instruments with Off-Balance-Sheet Risk:

     IJL's business activities involve the execution, settlement and financing
     of securities transactions generating accounts receivable, and thus may
     expose IJL to financial risk in the event a customer or other counterparty
     is unable to fulfill its contractual obligations. IJL controls the risk
     associated with collateralized loans by revaluing collateral at current
     prices, monitoring compliance with applicable credit limits and industry
     regulations, and requiring the posting of additional collateral when
     appropriate.

     Obligations arising from financial instruments sold short in connection
     with its normal trading activities expose IJL to risk in the event market
     prices increase, since it may be obligated to repurchase those positions at
     a greater price. IJL's short selling primarily involves debt securities,
     which are typically less volatile, in periods of stable interest rates,
     than equities or options.

                                   Page 7

<PAGE>





                     INTERSTATE/JOHNSON LANE, INC. AND SUBSIDIARIES
                     NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                      (Unaudited)


5.   Financial Instruments with Off-Balance-Sheet Risk, continued:


     Forward and futures contracts provide for the seller agreeing to make
     delivery of securities or other instruments at a specified future date and
     price. Risk arises from the potential inability of counterparties to honor
     contract terms, and from changes in values of the underlying instruments.
     At March 31, 1997, IJL's commitments included forward purchase and sale
     contracts involving mortgage-backed securities with long market values of
     approximately $61.5 million and short market values of approximately $61.6
     million and futures purchase and sale contracts with long market values of
     $200,000 and short market values of $9.8 million used primarily to hedge
     municipal bonds. While the Company may from time to time participate in the
     trading of some derivative securities for its clients, this trading is not
     a significant portion of the Company's business.

     IJL enters into resale agreements, whereby it lends money by purchasing
     U.S. government/agency or mortgage-backed securities from customers or
     dealers with an agreement to resell them to the same customers or dealers
     at a later date. Such loans are collateralized by the underlying
     securities, which are held in custody by IJL and may be converted into cash
     at IJL's option. In addition, IJL monitors the market value of the
     collateral, and issues margin calls as necessary according to the
     creditworthiness of the borrower. Approximately 86% of all loans under
     securities resale agreements at March 31, 1997 were made to two
     counterparties.

     IJL incurs risk in underwriting public securities offerings to the extent
     that prospective buyers fail to purchase the securities. The Company
     attempts to mitigate this risk through due diligence carried out prior to
     undertaking the contractual obligation.

6.    Subsequent Event:

     During February 1997, the Company called for redemption all of its
     outstanding 7.75% subordinated convertible debentures. Prior to the
     redemption date of April 17, 1997, $5.0 million of the debentures were
     converted into 282,742 shares of the Company's common stock. To fund the
     redemption, the Company borrowed $16.0 million from a financial institution
     to which it issued a senior secured note of like amount maturing April 15,
     2007. The note provides for semi-annual interest payments at a stated rate
     of 8.95% beginning October 15, 1997; principal is repayable over seven
     years in equal annual installments beginning on April 15, 2001.

                                   Page 8

<PAGE>





                    INTERSTATE/JOHNSON LANE, INC. AND SUBSIDIARIES
                       MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                    FINANCIAL CONDITION AND RESULTS OF OPERATIONS


General Business Environment

The Company's principal activities -- securities brokerage for individual
(retail) and institutional investors, market-making in equity and fixed-income
securities, investment banking and underwriting, and investment management and
advisory services -- are highly competitive. Strategic alliances between
investment firms and commercial banks, insurance companies, and other financial
services entities have intensified this competition. Many of the Company's
revenue sources are sensitive to marketplace trading volumes and to interest
rate conditions, both of which can be cyclical and volatile. As a result,
revenues and earnings may vary significantly from quarter to quarter.


At March 31, 1997, approximately 21% of the Company's retail financial
consultants had fewer than three years' industry experience. Notwithstanding the
energized securities markets of recent years, a prolonged slowdown in individual
investor activity could more severely reduce the revenue production of a less
seasoned sales force. In addition, the continuing trend of increased regulation
of the securities industry could create significant incremental costs and
indirectly stifle certain revenue streams.


Liquidity and Capital Resources

The Company's net cash position decreased $19.8 million for the six months ended
March 31, 1997. Operating activities consumed $96.6 million of cash, partly
funded by $8.4 million of net income adjusted for depreciation and other
non-cash charges. Financing activities provided $69.6 million of cash while
capital expenditures totaled $1.3 million.

The Company's asset base consists primarily of cash, cash equivalents, and other
assets which can be converted to cash within one year; at March 31, 1997 these
assets comprised approximately 91% of the balance sheet. Day-to-day financing
requirements generally are influenced by the level of securities inventories,
net receivables from customers and broker-dealers, and net receivables under
resale agreements. Significant incremental cash requirements also may occur from
time to time in connection with payments under deferred compensation plans,
repurchase of the Company's common stock and/or convertible debentures, initial
funding of new business unit activities, payment of dividends, and litigation
settlements arising from normal business operations. In addition, $870,000 of
capital spending in the first six months of fiscal 1997 reflects implementation
of the second phase of a planned $10 million program of technology improvements
over a multi-year period.

                                   Page 9

<PAGE>





                 INTERSTATE/JOHNSON LANE, INC. AND SUBSIDIARIES
                    MANAGEMENT'S DISCUSSION AND ANALYSIS OF
            FINANCIAL CONDITION AND RESULTS OF OPERATIONS, continued


Liquidity and Capital Resources, continued

At March 31, 1997, the Company had $155 million of unused call loan financing
available. In addition, the Company maintains credit lines of several hundred
million dollars for collateralizing repurchase agreements with other financial
institutions, and has financed its customer receivables with customer payables
for many years. Management believes that these resources, funds provided by
operations, and permanent capital of shareholders' equity and long-term
subordinated debt, will satisfy normal financing needs for the foreseeable
future.

The Company's broker-dealer subsidiary, Interstate/Johnson Lane Corporation
("IJL"), is subject to liquidity and capital requirements of the Securities and
Exchange Commission, Commodity Futures Trading Commission, and The New York
Stock Exchange, and consistently has operated well in excess of the minimum
requirements. At March 31, 1997, IJL had net capital of $39.9 million, "excess
net capital" of approximately $34.6 million, and a net capital ratio of 15%.


Results of Operations

For the six months ended March 31, 1997, net revenues increased $5.0 million, or
5%, from the previous year, while expenses, other than interest, increased $5.0
million, or 6%. Net income of $5.0 million was up $140,000 from the results of
the period of a year ago. Net revenues increased $2.4 million for the three
months ended March 31, 1997, while expenses, other than interest, increased $3.1
million. Net income of $2.5 million was down $300,000 from the results of the
quarter ended March 31, 1996.

Overall, commissions and sales credits increased by about $1.2 million, or 2%
from the same six-month period of a year ago. Increased sales of mutual funds
and annuity products contributed to the majority of the increase in the retail
sector for both the six and three-month periods. Lower levels of originations
had a negative impact on the institutional sector for the same time periods.

Trading gains increased $619,000 and $683,000 for the comparable six and three
month periods, respectively. The primary reasons for the increase for the six
month period were increases in OTC, government and mortgage backed
securities trading, while the three month period increase was mainly
attributable to a rise in government and mortgage backed securities trading.


                                Page 10

<PAGE>





               INTERSTATE/JOHNSON LANE, INC. AND SUBSIDIARIES
                  MANAGEMENT'S DISCUSSION AND ANALYSIS OF
          FINANCIAL CONDITION AND RESULTS OF OPERATIONS, continued


Results of Operations, continued

Investment banking fees and underwriting profits increased $348,000, or 12%, and
$797,000, or 67%, for the same six and three month periods of a year ago due to
an improved capital raising environment coupled with an increased level of
managed underwritings. Asset management and advisory fees were up $1.4 million
and $736,000 for the comparable six and three month periods due to the continued
growth of asset-based fees charged retail clients in lieu of transaction-based
commissions. Other income increased $509,000, or 13%, for the same six month
period due to an increase in money fund service fees and an increase in income
recognized on investments held by the Company.

Interest revenues were down about $174,000, while expenses decreased $1.1
million, for the six months ended March 31, 1997 compared to the corresponding
period a year ago. For the quarter, interest revenues increased $175,000, while
expenses decreased $292,000. The resultant increases of $949,000 and $467,000,
respectively, in net interest income are due to an increase in net earnings on
higher levels of client margin loans, offset by a decrease in earnings on
segregated customer funds. The majority of the decrease in both revenues 
and expenses is attributable to lower levels of matched resale and repurchase 
agreements.

Compensation and benefits costs increased $3.8 million, or 6% ($2.2 million for
the quarter), for the six-months period ended March 31, 1997, due primarily to
an increase in transaction based commission expense and other profit-driven
incentives. Promotion and development costs increased $691,000 for the six month
period and $258,000 for the quarter due to the Company's continuing effort to
build revenue. Professional services increased $546,000 for the six-month period
and $326,000 for the quarter due to an increase in consulting services for
technology projects, various reengineering efforts and services related to the
formation of CapTrust Financial Advisors, LLC. Printing, postage and supplies
costs increased $208,000 for the six month period and $103,000 for the quarter
due primarily to increases in postage costs and non-capitalized office
equipment. Other operating expenses decreased $753,000 for the six month period
largely as a result of decreases in the adjustments to the carrying value of
certain assets. However, for the quarter, other operating expenses increased
$180,000 largely as a result of increased provisions for legal and related
matters.

                                  Page 11

<PAGE>





                           PART II. OTHER INFORMATION



Item 1. Legal Proceedings

     The Company is involved in certain litigation arising in the ordinary
     course of business. While some actions seek substantial damages, management
     believes, based upon discussion with counsel, that the outcome of this
     litigation will not have a material effect on the Company's financial
     position. The materiality of these legal matters to the Company's future
     operating results depends on the level of future results of operations as
     well as the timing and ultimate resolution of such legal matters.


Item 6. Exhibits and Reports on Form 8-K

         (a)  Exhibits


              Designation of Exhibit                           Sequential
                in this Report               Description        Page Number
           _______________________       __________________    _____________
                    11                 Statement Regarding          14
                                       Computation of Per
                                       Share Earnings               
                    27                 Financial Data               15
                                       Schedule

         (b)  Reports on Form 8-K

                  There were no reports on Form 8-K filed for the six months
ended March 31, 1997.



                                Page 12

<PAGE>








                          INTERSTATE/JOHNSON LANE, INC.
                          AND CONSOLIDATED SUBSIDIARIES


                                   SIGNATURES


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



                                                    INTERSTATE/JOHNSON LANE, INC
                                                            Registrant


         Signature                     Title                       Date



  ___________________           President and Chief
    James H. Morgan             Executive Officer               May 14, 1997





 ___________________           Vice President - Finance
    Edward C. Ruff             and Treasurer (Principal
                               Financial Officer)                May 14, 1997




_______________________           Assistant Vice President
  C. Fred Wagstaff, III              (Principal Accounting
                                      Officer)                   May 14, 1997


                                     Page 13