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

                              AMENDMENT #1 TO 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, 1996

                                        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, 1996
              -----                        ------------------------------
(Common stock, $.20 par value)                          6,009,941


                                  PAGE 1 OF 14
<PAGE>


                 INTERSTATE/JOHNSON LANE, INC. AND SUBSIDIARIES


                                      Index


                                                                   Page Number

Part I.  Financial Information

         Item 1.  Financial Statements

                  Condensed Consolidated Statements of
                  Financial Condition--March 31, 1996 and
                  September 30, 1995                                    3

                  Condensed Consolidated Statements of
                  Operations--Six Months Ended
                  March 31, 1996 and 1995                               4

                  Condensed Consolidated Statements of
                  Cash Flows--Six Months Ended
                  March 31, 1996 and 1995                               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




                                     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,
                                                                      1996                    1995
                                                                  -------------            ------------
<S>                                                             <C>                       <C>   

Assets
Cash and cash equivalents                                       $       13,709           $      26,537
Cash and securities segregated for
   regulatory purposes                                                 132,984                 117,616
Loans under matched securities resale agreements                         7,007                 129,623
Receivables:
  Financing resale agreements                                           56,149                  23,848
  Customers                                                            195,802                 175,328
  Brokers, dealers and clearing agencies                                10,980                  18,048
  Other                                                                  4,139                   4,722
Trading securities owned                                                98,803                  75,749
Land, buildings, and improvements, net                                   6,179                   7,285
Office facilities and equipment, net                                     9,637                   8,865
Goodwill and intangible assets                                          13,377                  13,678
Other assets                                                            19,818                  15,213
                                                                  -------------            ------------
                                                                $      568,584           $     616,512
                                                                  =============            ============

Liabilities and Shareholders' Equity
Short-term borrowings:
  Checks payable                                                $       21,346           $      11,872
  Financing repurchase agreements                                       47,758                  38,561
Borrowings under matched securities repurchase agreements                7,075                 130,453
Payables:
  Customers                                                            290,424                 267,714
  Brokers and dealers                                                    2,629                   6,619
   
  Other                                                                  6,627                   7,322
Accrued compensation and benefits                                       16,727                  14,460
Securities sold but not yet purchased                                   57,744                  25,305
    
Notes payable                                                            6,664                   7,772
Other liabilities and accrued expenses                                  16,179                  15,864
                                                                  -------------            ------------
                                                                       473,173                 525,942
                                                                  -------------            ------------
Minority interests                                                         200                     200
                                                                  -------------            ------------
Long-term subordinated debt                                             20,999                  20,999
                                                                  -------------            ------------
Shareholders' equity:
      Common stock                                                       1,377                   1,377
      Additional paid-in-capital                                        31,067                  31,510
   
      Retained earnings                                                 49,551                  45,043
                                                                  -------------            ------------
                                                                        81,995                  77,930
      Less:  treasury stock, at cost                                    (7,783)                 (8,559)
                                                                  -------------            ------------
            Total shareholders' equity                                  74,212                  69,371
    
                                                                  -------------            ------------
                                                                $      568,584           $     616,512
                                                                  =============            ============

</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)
                                                        1996             1995             1996             1995
                                                    --------------   -------------    -------------    -------------
<S>                                               <C>             <C>              <C>               <C>

Revenues:
      Commissions and sales credits               $        74,043  $       51,681   $       39,726   $       27,434
      Trading gains, net                                    3,910           3,477            1,871            2,366
      Investment banking and underwriting                   2,936           1,824            1,197              869
      Asset management and advisory                         4,390           3,517            2,245            1,795
      Interest                                             16,808          21,428            8,346           11,219
      Other                                                 3,909           3,319            2,077            1,895
                                                    --------------   -------------    -------------    -------------
Total revenues                                            105,996          85,246           55,462           45,578
      Interest expense                                     10,761          16,360            5,204            8,585
                                                    --------------   -------------    -------------    -------------
Net revenues                                               95,235          68,886           50,258           36,993
                                                    --------------   -------------    -------------    -------------
Expenses:
   
      Compensation and benefits                            61,898          43,698           33,365           23,370
    
      Technology and telephone                              8,642           6,926            4,493            3,581
      Occupancy                                             4,249           4,176            2,156            2,085
      Execution, clearance and depository                   2,111           1,886            1,031            1,011
      Promotion and development                             2,919           2,780            1,431            1,581
      Professional services                                 1,513           1,528              717              717
      Printing, postage and supplies                        1,790           1,620              934              908
      Other operating expenses                              3,849           2,129            1,375            1,150
                                                    --------------   -------------    -------------    -------------
   
Total expenses                                             86,971          64,743           45,502           34,403
                                                    --------------   -------------    -------------    -------------

Income before income taxes                                  8,264           4,143            4,756            2,590

Income tax expense                                          3,387           1,609            1,949              988
                                                    --------------   -------------    -------------    -------------

Net Income                                        $         4,877  $        2,534   $        2,807   $        1,602
                                                    ==============   =============    =============    =============

Earnings per share:
      Primary                                     $          0.80  $         0.40   $         0.46   $          0.25
                                                    ==============   =============    =============    =============

      Fully diluted                               $          0.70  $         0.40   $         0.40   $          0.24
                                                    ==============   =============    =============    =============

Weighted average shares:
      Primary                                           6,112,079       6,369,903        6,113,568        6,349,441
                                                    ==============   =============    =============    =============

      Fully diluted                                     7,679,665       7,648,482        7,681,154        7,628,020
                                                    ==============   =============    =============    =============
    
</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)
                                                                              1996             1995
                                                                          -------------     ------------
Cash flows from operating activities:
-----------------------------------------
<S>                                                                     <C>                <C> 
   
Net income                                                              $        4,877    $       2,534
    
                                                                          -------------     ------------
Adjustments  to  reconcile  net  income to cash  provided  (used)  by  operating
  activities:
Depreciation and amortization                                                    2,349            1,581
Deferred income taxes                                                             (950)               -
Provision for real estate charges                                                  850              500
Other non-cash items                                                               904              (42)
                                                                          -------------     ------------
                                                                                 3,153            2,039
                                                                          -------------     ------------
Changes in operating assets and liabilities:
Cash and  securities segregated for
    regulatory purposes                                                        (15,368)         (24,147)
Loans under matched securities resale and repurchase agreements, net              (762)           3,166
Net payables to customers                                                        2,237           19,015
Net receivables from brokers, dealers and clearing agencies                      3,077            2,019
Other receivables                                                                  583            4,073
Trading securities owned, net                                                    9,386             (431)
   
Other assets                                                                    (3,705)          (4,448)
Accrued compensation and benefits                                                2,267           (3,243)
Other liabilities and accrued expenses                                             471           (1,436)
                                                                          -------------     ------------
                                                                                (1,814)           (5,432)
                                                                          -------------     ------------
             Cash provided (used) by operating activities                        6,216             (859)
    
                                                                       -------------     ------------

Cash flows from financing activities:
-----------------------------------------
Proceeds from (repayment of ):
   Short-term bank borrowings                                                    9,474          (11,189)
   Borrowings under financing repurchase and resale agreements, net            (23,104)          (3,056)
   Notes payable                                                                (1,108)            (680)
Proceeds from stock options exercised                                              126              146
Purchase of stock for treasury                                                  (1,714)          (1,260)
Dividends paid                                                                    (369)            (383)
                                                                          -------------     ------------

             Cash used by financing activities                                 (16,695)         (16,422)
                                                                          -------------     ------------

Cash flows from investing activities:
-----------------------------------------
Capital expenditures                                                            (2,349)          (1,549)
                                                                          -------------     ------------
             Cash used by investing activities                                  (2,349)          (1,549)
                                                                          -------------     ------------

Net decrease in cash and cash equivalents                                      (12,828)         (18,830)
Cash and cash equivalents at beginning of period                                26,537           30,193
                                                                          -------------     ------------
Cash and cash equivalents at end of period                              $       13,709    $      11,363
                                                                          =============     ============
Cash paid during the quarter for:
   Interest                                                             $       11,098    $       8,710
   Income taxes                                                         $        4,128    $       1,073


</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, 1996, IJL's net capital was 21% of its aggregate debit
     balances and approximately $38.8 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, 1996          $5.4

                  For the fiscal year ended September 30,
                                    1997                                7.5
                                    1998                                5.3
                                    1999                                3.4
                                    2000                                1.4
                                    Thereafter                          4.9
                                                                   --------
                                                                     $ 27.9



                                     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, 1996, contingent liabilities under these
     obligations amounted to approximately $2.1 million in the aggregate.

     Of a $20 million irrevocable letter of credit available, the amount
     outstanding at March 31, 1996 under this facility was $3.0 million.


4.   LEGAL PROCEEDINGS:

     The Company is involved in certain litigation arising in the ordinary
     course of business. 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 legal
     matters on the Company's future operating results depends on the level of
     future results of operations as well as the timing and ultimate outcome 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 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, 1996, IJL's commitments included forward purchase and sale
     contracts involving mortgage-backed securities with long market values of
     approximately $28.6 million and short market values of approximately $30.1
     million and futures sale contracts with short market values of $14.2
     million used primarily to hedge municipal bonds. While IJL may from time to
     time participate in the trading of some derivative securities for its
     customers, this is not a significant portion of IJL'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 89% of all loans under
     securities resale agreements at March 31, 1996 were made to three
     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.   LONG-TERM INCENTIVE COMPENSATION PLAN:


     The Company's Board of Directors approved a three-year incentive
     compensation plan ("the Plan") for selected executive officers at its July
     1996 meeting. The Plan was approved retroactively to the beginning of the
     Company's 1996 fiscal year; accordingly, quarterly financial information
     has been restated to reflect adoption of the Plan. Compensation expense
     recognized under the Plan totaled $487,000 and $664,000, respectively,
     for the quarter and six months ended March 31, 1996 and is reflected in
     the accompanying restated financial statements. Maximum imputed shares
     issuable under the Plan as of March 31, 1996 totaled 350,000, and are
     included as common stock equivalents in the computation of fully diluted
     earnings per share.

    
                                     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 which can be volatile. As a result, revenues and earnings may
vary significantly from quarter to quarter.


In recent years, the Company's retail sales force has grown in large part due to
the recruitment and training of individuals without securities industry
experience. At March 31, 1996, approximately 24% of the Company's retail
financial consultants had fewer than three years' industry experience. While
this strategy may be rewarding in the future, near-term slowdowns in individual
investor activity could negatively impact the revenue production of a less
seasoned sales force. Implementation of prospective Securities and Exchange
Commission disclosure requirements for broker-dealers regarding payment for
order flow, and for money managers regarding "soft dollar" arrangements with
broker-dealers, could also indirectly stifle certain revenue streams in the
future.


Liquidity and Capital Resources

   
The Company's net cash position decreased $12.8 million for the six months ended
March 31, 1996. Operating activities consumed $1.8 million of cash, offset by
$8.0 million of net income adjusted for depreciation and other non-cash charges.
Financing activities used an additional $16.7 million of cash while capital
expenditures totaled $2.3 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, 1996, 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, payment
of dividends, and litigation settlements arising from normal business
operations. In addition, the Company anticipates capital spending of up to $3
million over the next several years in conjunction with a planned program of
technology improvements.

                                     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, 1996, the Company had $155 million of unused call loan financing
available. In addition, the Company maintains credit lines of several hundred
million dollars for collateralized 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, 1996, IJL had net capital of $42.8 million, "excess
net capital" of approximately $38.8 million, and a net capital ratio of 21%.
    

Results of Operations

   
For the six months ended March 31, 1996, net revenues increased $26.3 million,
or 38%, from the previous year, while expenses, other than interest, increased
$22.2 million, or 34%. Net income of $4.9 million was up $2.3 million from the
results of the period of a year ago. Net revenues increased $13.3 million, or
36%, for the three months ended March 31, 1996, while expenses, other than
interest, increased $11.0 million, or 32%. Net income for the period was $2.8
million or $.46 per share, compared with $1.6 million or $.25 per share for the
same quarter of a year ago.
    

Overall, commissions and sales credits increased by about $22.4 million, or 43%,
from the same six-month period of a year ago, representing gains of 40% in the
retail sector and 49% in the institutional sector. For the three-month period
ended March 31, 1996, commissions and sales credits increased about $12.3
million from the same period of a year ago. Increases in secondary market
transactions in both exchange listed and OTC equities, and increased equity
underwritings contributed to the increase in both the retail and institutional
sectors for the six and three month periods. Increased sales of mutual fund
shares and annuity products also contributed to the increase in the retail
sector, while improving new issues markets and increased activity in
mortgage-backed securities had a positive impact on the institutional sector for
both periods presented.

Increased profits of $800,000 in OTC trading were offset by a $350,000 decrease
in fixed income trading to produce an overall increase in trading gains of
$450,000, or 12% for the six months ended March 31, 1996. However, an increase
of $400,000 in OTC trading for the quarter was insufficient to overcome a
decrease of $900,000 in fixed income trading, thus producing a net decrease of
$500,000 or 21% in trading gains.

                                    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 $1.1 million, or 61%,
and $300,000, or 38%, from 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 $900,000
and $450,000 for the six and three month periods, respectively, due to the
continued growth of asset-based fees charged retail clients in lieu of
transaction-based commissions. Other income was up $600,000 and $200,000 for the
six and three month periods, respectively, largely attributable to an increase
in money fund service fees.

Interest revenues were down about $4.6 million for the six months ($2.9 million
for the quarter) ended March 31, 1996 while expenses decreased $5.6 million and
$3.4 million for the corresponding periods. The resultant increases of $1.0
million and $500,000 in net interest income for the six and three month periods,
respectively, is due primarily to increased segregated customer funds, and to
increased inventories of mortgage-backed and corporate securities, offset
slightly by increased levels of net unmatched repurchase agreements and interest
paid on higher levels of net customer credits. The majority of the decrease in
both revenues and expenses is attributable to significantly lower levels of
matched resale and repurchase agreements.

   
Compensation and benefits costs increased $18.2 million, or 42% ($10.0 million
for the quarter), due primarily to an increase in transaction-based commissions
and other profit-driven incentives including the new management LTIP described
in Note 6 to the Condensed Consolidated Financial Statements. Technology and
telephone expense increased $1.7 million, or 25%, for the six month period and
$900,000 for the quarter primarily due to expenses related to the Company's
ongoing program of technology improvements. Other operating expenses increased
$1.7 million, or 81% ($200,000 for the quarter) largely as a result of increased
provisions for legal and related matters, and of adjustments to the carrying
value of certain assets.
    

                                    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. 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 legal
     matters on the Company's future operating results depends on the level of
     future results of operations as well as the timing and ultimate outcome 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
                                            Computation of Per
                                            Share Earnings               14

                              27            Financial Data
                                            Schedule                     15
         (b)      Reports on Form 8-K

                  There were no reports on Form 8-K filed for the three months
                  ended March 31, 1996.



                                    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         October 21, 1996





_________________________           Vice President - Finance
      Edward C. Ruff                and Treasurer (Principal
                                    Financial Officer)        October 21, 1996




_________________________           Assistant Vice President
     C. Fred Wagstaff, III         (Principal Accounting
                                    Officer)                  October 21, 1996
    


                                    Page 13