<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 Six Months Ended June 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
                                        ---       ---

                                       1
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                           CONDEV LAND FUND II, LTD.

                                     INDEX

                                                                 PAGE  
                                                                NUMBER
PART I.  FINANCIAL INFORMATION:

         ITEM 1. Financial Statements

                 Statement of Assets,
                 Liabilities and Partner's
                 Capital - June 30, 1997 and
                 December 31, 1996                              3
 
                 Statement of Income & Expense                    
                 Three Months Ended June 30, 1997                 
                 and June 30, 1996                              4
                                                                  
                 Statement of Income & Expense                    
                 Six Months Ended June 30, 1997                   
                 and June 30, 1996                              5
                                                                  
                 Statement of Cash Receipts and                   
                 Disbursements-Six months ended                   
                 June 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

                                       2
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                        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


                                    ASSETS
                                    ------

                                      June 30, 1997    December 31, 1996
                                      -------------    -----------------

Cash & Cash Equivalents                 $  133,681         $  169,876
Accounts Receivable                          2,316                105
Investment in Land (Note 2)              2,982,014          2,972,413
Prepaid Expenses                             7,086                  0
Organization Costs                           9,308              9,308
                                        ----------         ----------

Total Assets                            $3,134,405         $3,151,702
                                        ==========         ==========

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

Accounts Payable                        $        0         $    4,419
                                        ----------         ----------

Partner's Capital -
 General Partner                            (2,594)            (2,465)
 Limited Partner                         3,136,999          3,149,748
                                        ----------         ----------
 Total Partner's Capital                 3,134,405          3,147,283
                                        ----------         ----------

Total Liabilities and
      Partner's Capital                 $3,134,405         $3,151,702
                                        ==========         ==========

                                       3
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                           CONDEV LAND FUND II, LTD.
                        STATEMENT OF INCOME AND EXPENSE
              THREE MONTHS ENDED JUNE 30, 1997 AND JUNE 30, 1996
                                  (UNAUDITED)


                               June 30, 1997   June 30, 1996
                               -------------   -------------
INCOME
------
 
Gain on Sale of Land             $       0        $737,191
 
Equity in Income of JV                   0         148,752
 
Interest and Other Income            5,074        $ 10,464
                                 ---------        --------
Total Income                     $   5,074        $896,407
 
 
OPERATING EXPENSES
------------------
 
Professional Services            $  (5,233)       $      0
 
Office Expense                       1,336           4,849
 
Management Fees                      6,042               0
 
Other                                  222          12,011
                                 ---------        --------
Total Operating Expenses         $   2,367        $ 16,860
                                 ---------        --------
Net Income/(Loss)                $   2,707        $879,547
                                 =========        ========

                                       4
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                           CONDEV LAND FUND II, LTD.
                        STATEMENT OF INCOME AND EXPENSE
               SIX MONTHS ENDED JUNE 30, 1997 AND JUNE 30, 1996
                                  (UNAUDITED)
 
 
                             June 30, 1997   June 30, 1996
                             --------------  -------------
INCOME
------
 
Gain on Sale of Land            $        0        $737,191
 
Equity in Income of JV                   0         147,317
 
Interest and Other Income            6,384          13,640
                                ----------        --------
Total Income                    $    6,384        $898,148
 
 
OPERATING EXPENSES
------------------
 
Professional Services           $    9,200        $  9,063
 
Office Expense                       3,372           8,987
 
Management Fees                      6,042               0
 
Other                                  648          12,651
                                ----------        --------
Total Operating Expenses        $   19,262        $ 30,701
                                ----------        --------
Net Income (Loss)               $  (12,878)       $867,447
                                ==========        ========

                                       5
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                           CONDEV LAND FUND II, LTD.
                            STATEMENT OF CASH FLOWS
                        SIX MONTHS ENDED JUNE 30, 1997

 
Cash flows from operating activities:
  Net Income                                          $ (12,878)
  Adjustments to reconcile net income
    to net cash provided by operating
    activities:
      Gain on land sale                                      (0)
      Cash provided by changes in:
      Prepaid Expenses                                   (7,086)
      Accounts Receivable                                (2,211)
      Accounts payable                                   (4,419)
                                                      ---------
      Net cash provided in operating
        activities                                    $ (26,594)
                                                      ---------
Cash flows from investing activities:
  Land development costs                                 (9,601)
  Proceeds of Land sale, net                                  0
                                                      ---------
    Net cash used in investing
      activities                                         (9,601)

Cash flows from financing activities:
  Distributions to Partners                                  (0)
   Net cash provided by
     financing activities                                    (0)

    Net decrease in cash                              $ (36,195)

Cash and cash equivalents at beginning of year        $ 169,876
                                                      ---------

Cash and cash equivalents at end of period            $ 133,681
                                                      =========

                                       6
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                           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 June 30, 1997 land consisted of the following:

           9.223 acre parcel (zoned commercial) in
             southeast Seminole County, Florida                $  877,777(a)
           111.64 acre parcel (zoned PUD)
             in Lake County, Florida                            1,684,974
           16.19 acre parcel (zoned office/
             commercial)  City of Maitland                     $  419,263(b)
                                                               ----------
                                                               $2,982,014
                                                               ==========

        (a)  On November 19, 1996, the Partnership entered into an Agreement of
             Sale relating to this parcel 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 July 31, 1997. The
             Buyer has made a non-refundable deposit on the balanace of the
             parcel. With all permitted extensions, closing should take place in
             November, 1997

                                       7
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        (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 has been scheduled for August 20, 1997.


        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 six 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 half 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 six months ended June 30, 1997, $7,076 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 six months ended 
        June 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 six months ended 
        June 30, 1997.

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

                                       8
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ITEM 2  Management's Discussion and Analysis of Financial
        -------------------------------------------------
        Condition and Results of Operations:
        ------------------------------------

        Interest and other income for the six months ended June 30, 1997 was $
        6,384, compared with interest and other income of $13,640 for the six
        months ended June 30, 1996. This reflects a higher level of cash during
        the 1996 period. The 1997 period includes $3,500 in sign rental income.
        Total income for the six months ended June 30, 1997 was $6,384 compared
        with total income of $898,148 in the comparable 1996 period. The 1996
        figures include gains on the sale of land in the amount of $737,191 and
        equity in the income of a joint venture relating to the sale of land in
        the amount of $147,317. There were no sales of land during the first six
        months of 1997.
 
        Operating expenses for the six months ended June 30, 1997 were $19,262
        compared to $ 30,701 in 1996. This decrease was primarily due to
        accounting for real estate taxes upon sale of properties during 1996,
        whereas these taxes are normally paid at the end of the year. The 1997
        figures also reflect lower office expenses from a year earlier pertially
        offset by higher management fees for the 1997 period. Most of these
        differences are timing of payment differencess as opposed to a
        significant change in the operation of the Partnership.

        The net loss for the six months ended June 30, 1997 was  $12,878,
        compared to a net profit of $867,447 for the same period in 1996.

        Total assets of the partnership decreased from $3,151,702 at 
        December 31, 1996 to $3,134,405 at June 30, 1997. Assets can be expected
        to decline as properties are sold and the net proceeds are distributed
        to limited partners. There were no distributions to limited partners
        during the first six months of 1997 since there were no sales of land
        during the period.

        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 $133,681 at June 30, 1997.

                                       9
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                                    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 
             June 30, 1997

                                       10
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                           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




July 31, 1997                          /s/ Robert N. Gardner
-------------                          ---------------------
    DATE                               Robert N. Gardner, Partner



July 31, 1997                          /s/ Joseph J. Gardner
-------------                          ---------------------
    DATE                               Joseph J. Gardner, Partner

                                       11