<PAGE>
 
                       SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549

                                  FORM 10 - Q

               Quarterly Report Pursuant to Section 13 or 15 (d)
                     of the Securities Exchange Act of 1934

                   For the Three Months Ended March 31, 1997
                       Commission File Number 33-19736-A

                           CONDEV LAND FUND II, LTD.
                           -------------------------
             (Exact name of registrant as specified in its charter)

             Florida                               59-2862457
             -------                               ----------
      (State or other jurisdiction of             (I.R.S. Employer
      incorporation or organization)              Identification No.)

                               2487 Aloma Avenue
                          Winter Park, Florida  32792
                    (Address of principal executive offices)

Registrant's telephone number, including area code: (407) 679-1748

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 report), and (2) has been subject to such filing
requirements for the past 90 days.  YES  X     NO
                                       ------     ------
<PAGE>
 
                           CONDEV LAND FUND II, LTD.

                                     INDEX

                                                                  PAGE
                                                                 NUMBER
PART I.  FINANCIAL INFORMATION:

     ITEM 1. Financial Statements
 
             Statement of Assets,
             Liabilities and Partner's
             Capital - March 31, 1997 and
             December 31, 1996                                       3
 
             Statement of Income & Expense
             Three Months Ended March 31, 1997
             and March 31, 1996                                      4
 
             Statement of Cash Receipts and
             Disbursements-Three months ended
             March 31, 1997                                          5

             Notes to Financial Statements                           6 - 7
 
     ITEM 2. Management's Discussion and Analysis
             of Financial Condition and Results
             of Operations                                           7 - 8



PART II.  OTHER INFORMATION:

     ITEM 6. Exhibits and Reports on Form 8-K                        8

                                       2
<PAGE>
 
                         PART I.  FINANCIAL INFORMATION



ITEM 1.  Financial Statements:
         ---------------------

The accompanying financial statements, in the opinion of Condev Associates, the
general partner of Condev Land Fund II, Ltd., reflect all adjustments (which
include only normal recurring adjustments) necessary to a fair statement of the
financial position, the results of operations and the changes in cash position
for the periods presented.

                           CONDEV LAND FUND II, LTD.
             STATEMENT OF ASSETS, LIABILITIES AND PARTNER'S CAPITAL
                      MARCH 31, 1997 AND DECEMBER 31, 1996



<TABLE> 
<CAPTION> 
                                     ASSETS
                                     ------

                            March 31, 1997     December 31, 1996
                            --------------     -----------------
 
<S>                            <C>                 <C>       
Cash & Cash Equivalents        $  148,272          $  169,876
Accounts Receivable                 1,706                 105
Investment in Land (Note 2)     2,972,413           2,972,413
Organization Costs                  9,308               9,308
                               ----------          ----------
                                                             
Total Assets                   $3,131,699          $3,151,702
                               ==========          ========== 


                       LIABILITIES AND PARTNER'S CAPITAL
                       ---------------------------------


Accounts Payable               $        0          $    4,419
                               ----------          ----------
 
Partner's Capital -
  General Partner             (     2,621)        (     2,465)
  Limited Partner               3,134,320           3,149,748

 Total Partner's Capital        3,131,699           3,147,283
                               ----------          ----------

Total Liabilities and
      Partner's Capital        $3,131,699          $3,151,702
                               ==========          ==========

</TABLE> 

                                       3
<PAGE>
 
                           CONDEV LAND FUND II, LTD.
                        STATEMENT OF INCOME AND EXPENSE
              THREE MONTHS ENDED MARCH 31, 1997 AND MARCH 31, 1996
                                  (UNAUDITED)
<TABLE>
<CAPTION>
 
 
                                        March 31, 1997   March 31, 1996
                                        ---------------  ---------------
<S>                                     <C>              <C>
     INCOME
     ------
 
     Interest and Other Income              $    1,311       $    3,176
                                            ----------       ----------
 
     Total Income                           $    1,311       $    3,176
 
 
     OPERATING EXPENSES
     ------------------
 
     Professional Services                  $   14,433       $    9,063
 
     Office Expense                              2,036            4,139
 
     Equity in loss of Joint Venture                 0            1,435
 
     Other                                         426              640
                                            ----------       ----------
 
     Total Operating Expenses               $   16,895       $   15,276
                                            ----------       ----------
 
     Net Income/(Loss)                     ($   15,584)      ($  12,100)
                                           ===========       ========== 
</TABLE>

                                       4
<PAGE>
 
                           CONDEV LAND FUND II, LTD.
                            STATEMENT OF CASH FLOWS
                       THREE MONTHS ENDED MARCH 31, 1997

<TABLE>
<CAPTION>
 
 
Cash flows from operating activities:
<S>                                                       <C>
 Net Income                                               ($  15,584)
   Adjustments to reconcile net income
   to net cash provided by operating
   activities:
    Gain on land sale                                     (        0)
    Cash provided by changes in:
     Accounts Receivable                                  (    1,601)
     Accounts payable                                     (    4,419)
                                                          ----------
 
     Net cash provided in operating
     activities                                           ($  21,604)
                                                          ----------
 
Cash flows from investing activities:
  Land development costs                                           0
  Proceeds of Land Sale, net                                       0
  Distributions from Joint Venture, net                            0
                                                          ----------
     Net cash used in investing
     activities                                                    0
                                                          ----------
 
Cash flows from financing activities:
 
   Distributions to Partners                              (        0)
 
    Net cash provided by
    financing activities                                  (        0)
 
     Net decrease in cash                                 ($  21,604)
                                                          ----------
 
Cash and cash equivalents at beginning of year             $ 169,876
 
Cash and cash equivalents at end of period                 $ 148,272
                                                          ==========
</TABLE>

                                       5
<PAGE>
 
                           CONDEV LAND FUND II, LTD.
                         NOTES TO FINANCIAL STATEMENTS


Note 1         BUSINESS:
               ---------

               Condev Land Fund II, Ltd. is a Florida Limited Partnership formed
               on December 16, 1987 under the Florida Uniform Partnership Act.
               The Partnership was formed for the purpose of acquiring and
               holding for investment, pre-development land in Central Florida.
               The Partnership registered with the Securities and Exchange
               Commission a total of 30,000 units of limited partnership
               interest ("Units").  The Partnership had collected $7,449,500
               from units sold as of June 30, 1989.  The offering period as
               extended expired on June 30, 1989.

               In accordance with Florida Partnership law and the terms of the
               Partnership Agreement, the Partnership continued in existence
               until December 31, 1995. Since December 31, 1995, the Partnership
               has been in liquidation with no change in status of the limited
               partners or the general partner.

               The Partnership currently owns or has an interest in three
               parcels of land in the Central Florida area.  Refer to Note 2
                                                                            
               INVESTMENT IN LAND  for full details.
               ------------------                   

Note 2         INVESTMENT IN LAND:
               ------------------ 

               At March 31, 1997 land consisted of the following:

                     9.223 acre parcel (zoned commercial) in
                       southeast Seminole County, Florida    $  876,877(a)
                    111.64 acre parcel (zoned PUD)
                       in Lake County, Florida                1,681,373
                     16.19 acre parcel (zoned office/
                       commercial) in City of Maitland       $  414,163(b)
                                                             ----------   

                                                             $2,972,413
                                                             ==========

               (a)  On November 19, 1996, the Partnership entered into an
                    Agreement of Sale relating to this paracel with a developer
                    who intends to construct a retail center on the site.
                    According to the original Agreement, the inspection period
                    was scheduled to elapse in March, 1997.  However, the
                    Agreement was modified to provide for an immediate payment
                    for part of the site and an extension of the inspection
                    period for the balance of the site until July 12, 1997.
                    Closing on the partial payment is scheduled for the second
                    quarter of 1997, and closing on the balance of the parcel is
                    scheduled for the third quarter of 1997.

               (b)  In March, 1997 the Partnership entered into a contract
                    with an investor for sale of this parcel.  An office
                    development is planned for the site in combination with the
                    adjacent property.  The contract provides for an inspection
                    period of 60 days, and closing 30 days thereafter.  As
                    scheduled, closing should occur in June, 1997.

                                       6
<PAGE>
 
               For full details of Investment In Land, including a description
               of each parcel please refer to the notes in Form 10-K filed as of
               December 31, 1996.


Note 3         DISTRIBUTIONS TO PARTNERS:
               ------------------------- 

               Pursuant to the partnership agreement, cash flow generated each
               year by the Partnership is to be distributed 99% to the limited
               partners and 1% to the general partner.  There were no cash flow
               distributions during the first three months of 1997.

               Pursuant to the partnership agreement, proceeds realized from
               the sale of properties, after the establishment of reserves for
               future operating costs, are to be distributed at least
               annually. There were no distributions to limited partners during
               the first quarter of 1997 as there were no sales of property.

Note 4         RELATED PARTY TRANSACTIONS:
               ---------------------------

               The Partnership Agreement provides for the reimbursement to  the
               general partner for direct administrative expenses incurred in
               the operation of the partnership.  For the three months ended
               March 31, 1997, $746 was reimbursed to the general partner for
               direct expenses incurred.
 
               When properties are sold, under certain circumstances an
               affiliate of the general partner may be paid real estate
               commissions in amounts customarily charged by others rendering
               similar services with such commissions plus commissions paid to
               nonaffiliated brokers not to exceed 10% of the gross sales price.
               No real estate commissions were paid to any affiliate of the
               general partner during the three months ended March 31, 1997.

               The general partner is obligated to loan up to $100,000 to the
               Partnership during its term to meet working capital requirements.
               No such loans were made to the Partnership during the three
               months ended March 31, 1997.

Note 6         OTHER INFORMATION:
               ------------------
 
               None


ITEM 2         Management's Discussion and Analysis of Financial
               -------------------------------------------------
               Condition and Results of Operations:
               ------------------------------------

               Interest and other income for the three months ended March 31,
               1997 was $ 1,311, compared with interest and other income of
               $3,176 for the three months ended March 31, 1996.  This reflects
               a higher level of cash during the 1996 period. There were no
               sales of land during the first three months of 1997 or 1996.
               Operating expenses for the three months ended March 31, 1997 were
               $16,895 compared to $ 15,276 in 1996.  This increase was almost
               entirely due to higher fees for professional services, which
               increased from $9,063 in 1996 to $14,433 in the first quarter of
               1997.  This reflects the increased requirement for attention to
               planning details relating to the portfolio properties.  This
               increase was partially offset by decreases in office expenses and
               the elimination of equity in

                                       7
<PAGE>
 
               the loss of the Partnership's joint venture, which was terminated
               after the sale of its only property during 1996. The net loss for
               the three months ended March 31, 1997 was $ 15,584, compared to a
               net loss of $12,100 for the same period in 1996.

               Total assets of the partnership decreased from $3,151,702 at
               December 31, 1996 to $3,131,699 at March 31, 1997, a decrease of
               $20,003.  Assets can be expected to decline as properties are
               sold and the net proceeds are distributed to limited partners.

               Liquidity remained at a satisfactory level at the end of the
               quarter.  Cash and cash equivalents decreased from $169,876 at
               December 31, 1996 to $148,272 at March 31, 1997.


                                    PART II


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

                        (A)  Exhibits/Index

                             None

                        (B)  Reports on Form 8-K

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

                                       8
<PAGE>
 
                           CONDEV LAND FUND II, LTD.
                                   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.


                          CONDEV LAND FUND II, LTD.
                          BY: Condev Associates, General Partner




April 25, 1997                 /s/ Robert N. Gardner     
-----------------------        --------------------------------  
    DATE                       Robert N. Gardner, Partner



April 25, 1997                 /s/ Joseph J. Gardner
-----------------------        ----------------------------------
    DATE                       Joseph J. Gardner, Partner

                                       9