<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 Nine Months Ended September 30, 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>
 
[CAPTION] 
<TABLE>


                           CONDEV LAND FUND II, LTD.

                                     INDEX

                                                       PAGE
PART I.  FINANCIAL INFORMATION:                       NUMBER
         <S>                                          <C>
  ITEM 1.   Financial Statements

            Statement of Assets,
            Liabilities and Partner's
            Capital - September 30, 1997 and
            December 31, 1996                            3
 
            Statement of Income & Expense
            Three Months Ended September 30, 1997
            and September 30, 1996                       4
 
            Statement of Income & Expense
            Nine Months Ended September 30, 1997
            and September 30, 1996                       5
 
            Statement of Cash Receipts and
            Disbursements-Nine months ended
            September 30, 1997                           6
            Notes to Financial Statements                7 - 8
 
  ITEM 2.   Management's Discussion and Analysis
            of Financial Condition and Results
            of Operations                                9

PART II.  OTHER INFORMATION:

  ITEM 6.   Exhibits and Reports on Form 8-K             10
</TABLE>

                                       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
                      JUNE 30, 1997 AND DECEMBER 31, 1996
[CAPTION]
<TABLE>
                                        ASSETS
                                        ------

                                  September 30, 1997     December 31, 1996
                                  ------------------     -----------------
 
 
<S>                                    <C>               <C>
Cash & Cash Equivalents                $  140,269           $  169,876
Accounts Receivable                             0                  105
Investment in Land (Note 2)             2,513,665            2,972,413
Organization Costs                          9,308                9,308
                                       ----------           ----------
 
Total Assets                           $2,663,242           $3,151,702
                                       ==========           ==========
 
                       LIABILITIES AND PARTNER'S CAPITAL
                     -------------------------------------
 
Accounts Payable                       $        0           $    4,419
                                       ----------           ----------
                                                                 
Partner's Capital -                                              
 General Partner                            2,476               (2,465)
 Limited Partner                        2,660,766            3,149,748
                                       ----------           ----------
 
Total Partner's Capital                 2,663,242            3,147,283
                                        ---------           ----------

Total Liabilities and
   Partner's Capital                   $2,663,242           $3,151,702
                                       ==========           ==========
</TABLE>

                                       3
<PAGE>
 
                           CONDEV LAND FUND II, LTD.
                        STATEMENT OF INCOME AND EXPENSE
         THREE MONTHS ENDED SEPTEMBER 30, 1977 AND SEPTEMBER 30, 1996
                                  (UNAUDITED)
[CAPTION]
<TABLE>
 
 
                                   September 30, 1997  September 30, 1996
                                   ------------------  ------------------
<S>                                <C>                 <C>
INCOME
------
 
Gain on Sale of Land                   $517,217             $ 1,044
 
Equity in Income of JV                        0                 300
 
Interest and Other Income                 5,053             $13,852
                                       --------             -------
Total Income                           $522,270             $15,196
                                       --------             -------
 
 
OPERATING EXPENSES
------------------
 
Professional Services                  $  7,470             $   966
 
Office Expense                            1,530               4,286
 
Management Fees                           3,021                   0
 
Other                                     3,302               3,350
                                       --------             -------
Total Operating Expenses               $ 15,323             $ 8,602
                                       --------             -------
Net Income/(Loss)                      $506,947             $ 6,594
                                       ========             =======
 
</TABLE>

                                       4
<PAGE>
 
                           CONDEV LAND FUND II, LTD.
                        STATEMENT OF INCOME AND EXPENSE
          NINE MONTHS ENDED SEPTEMBER 30, 1997 AND SEPTEMBER 30, 1996
                                  (UNAUDITED)
[CAPTION]
<TABLE>
 
 
                                  September 30, 1997  September 30, 1996
                                  ------------------  ------------------
<S>                               <C>                 <C>
INCOME
------
 
Gain on Sale of Land                   $517,217            $738,235
 
Equity in Income of JV                        0             147,617
 
Interest and Other Income                11,437              27,492
                                       --------            --------
Total Income                           $528,654            $913,344
                                       --------            --------
 
 
OPERATING EXPENSES
------------------
 
Professional Services                  $ 16,670            $ 10,029
 
Office Expense                            4,902              13,273
 
Management Fees                           9,063                   0
 
Other                                     3,950              16,001
                                       --------            --------
Total Operating Expenses               $ 34,585            $ 39,303
                                       --------            --------
Net Income (Loss)                      $494,069            $874,041
                                       ========            ========
 
</TABLE>

                                       5
<PAGE>
 
                           CONDEV LAND FUND II, LTD.
                            STATEMENT OF CASH FLOWS
                     NINE MONTHS ENDED SEPTEMBER 30, 1997

[CAPTION]
<TABLE>
 
 
Cash flows from operating activities:
<S>                                                <C>
   Net Income                                      $  494,069
   Adjustments to reconcile net income
   to net cash provided by operating
   activities:
    Gain on land sale                                (517,217)
    Cash provided by changes in:
     Accounts Receivable                                  105
     Accounts payable                                  (4,419)
     Net cash provided in operating
     activities                                    ($  27,462)
 
Cash flows from investing activities:
 Land development costs                               (32,498)
 Proceeds of Land sale, net                         1,008,463
                                                   ----------
     Net cash from investing
     activities                                       975,965
                                                   ----------
 
Cash flows from financing activities:
   Distributions to Partners                         (978,110)
     Net cash provided by
     financing activities                            (978,110)
 
     Net decrease in cash                          ($  29,607)
Cash and cash equivalents at beginning of year      $ 169,876
                                                    ---------

Cash and cash equivalents at end of period          $ 140,269
                                                    =========
</TABLE>

                                       6
<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 29,798 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 two parcels
               of land in the Central Florida area.  Refer to Note 2 INVESTMENT
                                                                     ----------
               IN LAND  for full details.
               -------                   

Note 2         INVESTMENT IN LAND:
               ------------------ 
 
               At September 30, 1997 land consisted of the following:

                     8.659 acre parcel (zoned commercial) in
                      southeast Seminole County, Florida    $  825,735(a)
                    111.64 acre parcel (zoned PUD)
                      in Lake County, Florida                1,687,930
                    16.19 acre parcel (zoned office/
                      commercial)  City of Maitland         $        0(b)
                                                            ----------   
                                                            $2,513,665
                                                            ==========

               (a)  On November 19, 1996, the Partnership entered into an
                    Agreement of Sale relating to this parcel with a developer
                    who intended to construct a retail center on the site.  The
                    Agreement was subsequently 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
                    October 17, 1997.  Closing on the first parcel occurred July
                    31, 1997.  The purchase price was $350,000 plus $1,800 for
                    sewer capacity reserved for the site by the Partnership.
                    The allocated cost basis of the partnership in this parcel
                    was $52,121.  After expenses of sale, including real estate
                    commissions paid to non-affiliated brokers in the amount of
                    $35,000, the Partnership realized a profit of $254,042 on
                    this sale, and net cash proceeds of $312,120 were received.

                                       7
<PAGE>
 
                    This amount was combined with net proceeds of the sale
                    described in Note 2(b) below and was distributed to limited
                    partners on September 11, 1997.  Refer to Note 3,
                    DISTRIBUTIONS TO PARTNERS. The same Buyer has made a non-
                    refundable deposit on the balance of the parcel.  If the
                    Buyer elects to proceed with the transaction, Closing must
                    occcur on or before November 17, 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. Closing on this parcel occurred August
                    20, 1997.  The purchase price was $745,000.  The Partnership
                    had a cost basis of $424,787 in this property.  After
                    expenses of the sale, including real estate commissions to a
                    non-affiliated real estate broker in the amount of $35,750,
                    the Partnership realized a profit of $274,190 and net cash
                    proceeds of $696,343.  This amount was combined with
                    proceeds of the sale described in Note 2(a) above and was
                    distributed to limited partners on September 11, 1997.
                    Refer to Note 3, DISTRIBUTIONS TO PARTNERS.

               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 nine 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.
               On September 11, 1997, the Partnership distributed $978,110.44 to
               limited partners representing all but $30,352.59 of the net cash
               proceeds from the sale of two properties which were closed during
               the quarter. As provided in the Partnership Agreement, this
               balance was added to Partnership reserves.
 
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 nine months ended
               September 30, 1997, $10,745 was reimbursed to the general partner
               for direct expenses incurred.

                                       8
<PAGE>
 
               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.
               Real estate commissions totaling $70,750 were paid to outside
               brokers on the two closed transactions during the quarter.  No
               real estate commissions were paid to any affiliate of the general
               partner during the nine months ended September 30, 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 nine months
               ended September 30, 1997.

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


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

               The net gain on the sale of land for the nine months ended
               September 30, 1997 was $517,217 compared with a net gain on the
               sale of land in the amount of $738,235 during the first nine
               months of 1996. Two properties were sold in the 1997 period, and
               one property was sold in the 1996 period.  The 1996 period also
               included equity in the income of the Partnership's joint venture,
               Condev/McCulloch Road Joint Venture, which sold its property in
               1996. Interest and other income for the nine months ended
               September 30, 1997 was $11,437, compared with interest and other
               income of $27,492 for the nine months ended September 30, 1996.
               This reflects a higher level of cash invested during the 1996
               period. Total income for the nine months ended September 30, 1997
               was $528,654 compared with total income of $913,344 in the
               comparable 1996 period.
 
               Operating expenses for the nine months ended September 30, 1997
               were $34,585 compared to $39,303 in 1996.  This decrease was
               primarily due to reduced office expenses from a year earlier
               partially offset by higher management fees for the 1997 period.
               Fees for professional services also increased during the 1997
               period.  Most of these differences are timing of payment
               differences as opposed to a significant change in the operation
               of the Partnership.

               The net profit for the nine months ended September 30, 1997 was
               $494,069, compared to a net profit of $874,041 for the same
               period in 1996.

               Total assets of the partnership decreased from $3,151,702 at
               December 31, 1996 to $2,663,242 at September 30, 1997.  Assets
               can be expected to decline as properties are sold and the net

                                       9
<PAGE>
 
               proceeds are distributed to limited partners.  A total of
               $978,110 was distributed to limited partners during the third
               quarter of 1997.  This represented net proceeds from the sale of
               two properties less $30,353 held in reserve for expected future
               costs.

               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 $140,269 at September 30, 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 September 30, 1997

                                       10
<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




    October 27, 1997                 /s/ Robert N. Gardner
-----------------------              ----------------------------------
        DATE                         Robert N. Gardner, Partner



    October 27, 1997                 /s/ Joseph J. Gardner
-----------------------              ----------------------------------
        DATE                         Joseph J. Gardner, Partner

                                       11