<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, 1996
                       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
<TABLE> 
<CAPTION> 
                                                            PAGE
                                                            NUMBER
<S>                                                         <C> 
PART I.  FINANCIAL INFORMATION:

         ITEM 1.   Financial Statements
                   Statement of Assets,
                   Liabilities and Partner's
                   Capital - September 30, 1996 and
                   December 31, 1995                           3
 
                   Statement of Income & Expense
                   Three Months Ended September 30, 1996
                   and September 30, 1995                      4
 
                   Statement of Income & Expense
                   Nine Months Ended September 30, 1996
                   and September 30, 1995                      5
 
                   Statement of Cash Receipts and
                   Disbursements-Nine months ended
                   September 30, 1996                          6

                   Notes to Financial Statements               7 - 9
 
         ITEM 2.   Management's Discussion and Analysis
                   of Financial Condition and Results
                   of Operations                               9 - 10

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
                    SEPTEMBER 30, 1996 AND DECEMBER 31, 1995


                                     ASSETS
                                     ------
<TABLE>
<CAPTION>
 
                                September 30, 1996  December 31, 1995
                                ------------------  -----------------
                                                        (AUDITED)
 
<S>                             <C>                 <C>
Cash & Cash Equivalents                 $  197,767         $  184,283
Investment  in Land (Note 2)             2,966,029          4,672,647
Investment in Joint Venture
 (Note 3)                                        0            399,262
Organization Costs                          15,212             15,212
                                        ----------         ----------
 
Total Assets                            $3,179,008         $5,271,404
                                        ==========         ==========

                       LIABILITIES AND PARTNER'S CAPITAL
                       ---------------------------------
 
Accounts Payable                        $        0         $    1,436
                                        ----------         ----------
 
Partner's Capital -
  General Partner                           90,746              3,342
  Limited Partner                        3,088,262          5,266,626
                                         ---------          ---------

     Total Partner's Capital             3,179,008          5,269,968
                                         ---------          ---------

Total Liabilities and
            Partner's Capital           $3,179,008         $5,271,404
                                         =========          =========
</TABLE> 

                                       3
<PAGE>
 
                           CONDEV LAND FUND II, LTD.
                        STATEMENT OF INCOME AND EXPENSE
          THREE MONTHS ENDED SEPTEMBER 30, 1996 AND SEPTEMBER 30, 1995
                                  (UNAUDITED)
<TABLE>
<CAPTION>
 
 
                                       September 30, 1996  September 30, 1995
                                       ------------------  -------------------
<S>                                    <C>                 <C>
     INCOME
     ------                              
 
     Sales income less cost                       $ 1,044           $       0
 
     Equity in Income of Joint Ven.                   300                   0
 
     Interest and Other Income                     13,852               3,994
                                                  -------           ---------
 
     Total Income                                 $15,196           $   3,994
 
 
     OPERATING EXPENSES
     ------------------                 
 
     Professional Services                        $   966           $     162
 
     Office Expense                                 4,286               6,691
 
     Taxes and Licenses                                 0                   0
 
     Other                                          3,350               1,449
                                                                    ---------
 
     Total Operating Expenses                     $ 8,602           $   8,302
                                                  -------           ---------
 
     Net Income/(Loss)                            $ 6,594           $(  4,308)
                                                  =======           =========
 
</TABLE>

                                       4
<PAGE>
 
                           CONDEV LAND FUND II, LTD.
                        STATEMENT OF INCOME AND EXPENSE
          NINE MONTHS ENDED SEPTEMBER 30, 1996 AND SEPTEMBER 30, 1995
                                  (UNAUDITED)
<TABLE>
<CAPTION>
 
 
                                         September 30, 1996  September 30, 1995
                                         ------------------  -------------------
 
<S>                                      <C>                 <C>
     INCOME
     ------                                       
 
     Sales income less cost                        $738,235          $        0
 
     Equity in Income of Joint Ven.                 147,617                   0
 
     Interest and Other Income                       27,492              13,799
                                                   --------          ----------
 
     Total Income                                  $913,344          $   13,799
 
 
     OPERATING EXPENSES
     ------------------                            
 
     Professional Services                         $ 10,029          $    7,462
 
     Office Expense                                  13,273              12,426
 
     Taxes and Licenses                              11,051                 320
 
     Other                                            4,950               5,433
                                                   --------          ----------
 
     Total Operating Expenses                      $ 39,303          $   25,641
                                                   --------          ----------
 
     Net Income/(Loss)                             $874,041          $  (11,842)
                                                   ========          ==========
 
</TABLE>

                                       5
<PAGE>
 
                           CONDEV LAND FUND II, LTD.
                            STATEMENT OF CASH FLOWS
                      NINE MONTHS ENDED SEPTEMBER 30, 1996

<TABLE>
<CAPTION>
<S>                                                        <C> 
Cash flows from operating activities:
    Net Income                                                 $  874,041
       Adjustments to reconcile net income
       to net cash provided by operating
       activities:
          Equity in income of joint venture                      (147,617)
          Gain on land sale                                      (738,235)
          Amortization of Organization Exp                             --
          Cash provided by changes in:
             Accounts Receivable                                        0
             Accounts payable                                      (1,436)
 
             Net cash provided in operating
             activities                                         $ (13,247)

Cash flows from investing activities:
       Land development costs                                           0
       Proceeds of Land Sale, net                               2,444,852
       Distributions from Joint Venture, net                      546,879
                                                                  -------
             Net cash used in investing
             activities                                         2,991,731
                                                                ---------

Cash flows from financing activities:

       Distributions to Partners                               (2,965,000)
                                                               ----------
             Net cash provided by
             financing activities                              (2,965,000)
                                                               ----------

                Net increase in cash                           $   13,484

Cash and cash equivalents at beginning of year                    184,283

Cash and cash equivalents at end of period                     $  197,767
                                                               ==========
</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 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 and Note 3 INVESTMENT IN JOINT VENTURE for
               ------------------            ---------------------------    
               full details.

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

               At September 30, 1996 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                1,675,374(b)
                       17.788 acre parcel (zoned commercial) in
                            Lake County, Florida                           0(c)
                       16.19 acre parcel (zoned office/
                            commercial) in City of Maitland       $  413,778(d)
                                                                  ----------   

                                                                  $2,966,029
                                                                  ==========

               (a)  On March 28, 1996 the Partnership entered into a contract
                    with a developer for sale of this parcel. The contract
                    provided for a 90-day period during which the buyer was
                    required to obtain commitments from retail users
                    satisfactory to the Partnership.  On June 26, 1996 this
                    contract was terminated by the Partnership.

               (b)  After acquiring this property in 1989, the general  partner
                    was successful in having this property zoned as a Planned
                    Development, to include residential, multi-family and
                    commercial uses. In 1996, Lake County took the position that
                    the zoning and land use it approved in 1990 is no longer
                    valid. The general partner has started the process
                    established by state statute when property rights are
                    denied. If settlement cannot be reached with the county in
                    the mandated Special Master hearings, the general partner
                    will bring suit in circuit court to have its zoning and land
                    use recognized.

                                       7
<PAGE>
 
               (c)  In November 1995, the Partnership entered into a
                    contract for sale of this property with Home Depot USA, Inc.
                    On June 14, 1996, The Partnership concluded the sale.  The
                    Purchase Price was $2,750,000.  After expenses of the sale,
                    the net proceeds realized by the Partnership were
                    $2,433,823.27.  The Partnership paid a total of $1,670,000
                    for the two parcels which make up this property in March and
                    June, 1989.  In addition, the Partnership had $ 37,639.50 in
                    capitalized costs relating to the property.  Therefore, the
                    Partnership had a net gain on the sale of these parcels of
                    $726,183.77.

                    Of the $2,433,823.27 in net proceeds received from the sale,
                    $2,425,000 was distributed to limited partners on July 1,
                    1996.  The $8,823.27 balance of net proceeds was added to
                    partnership reserves.

               (d)  In September, 1995 the Partnership entered into a
                    contract for sale of this parcel with a developer who
                    intends to develop the site for professional offices.  In
                    June, the closing date of the contract was extended for an
                    additional 30 days with an option for an additional 30-day
                    extension to allow the buyer time to complete final
                    acquisition details.  The contract was extended again in
                    August.  Closing is now anticipated in October, 1996.

               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, 1995.

 
Note 3         INVESTMENT IN JOINT VENTURE:
               --------------------------- 

               The Partnership owned a 49.9% interest in Condev/McCulloch Road
               Joint Venture (A Florida Joint Venture) whose purpose was to
               acquire and hold a 19.10 acre parcel of land in Seminole County
               for investment purposes.  The remaining 50.1% interest was owned
               by Condev Land Growth Fund '86, Ltd., an affiliate of the general
               partner.  In April, 1996 the Joint Venture's land was sold as
               described below, and the Joint Venture was terminated.

               During the first quarter of 1995, the Joint Venture entered into
               a Contract for Sale and Purchase relating to this property with
               Royal Apartments USA based in Champaign, Illinois. On April 22,
               1996, Condev/McCulloch Road Joint Venture concluded the sale.
               The Purchase Price was $1,190,000, which includes an amount of
               $35,000 paid by the purchaser as additional consideration to
               extend the closing date from December 22, 1995 to April 22, 1996.
               After expenses of the sale, the net proceeds realized by the
               Joint Venture were $1,104,330.01.  The Joint Venture paid
               $737,355 for this parcel on February 6, 1989.  In addition, the
               Joint Venture had $62,769 in additional capitalized costs
               relating to the property.  Therefore, the Joint Venture had a net
               gain on the sale of this parcel of $304,206.01.

               Net proceeds from this sale were distributed to limited partners
               in May, 1996. Final distributions to Condev Land Growth Fund '86,

                                       8
<PAGE>
 
               Ltd. and Condev Land Fund II, Ltd. were made during the third
               quarter, and the Joint Venture was terminated.


Note 4         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 1996.

               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. During the third quarter, distributions totalling
               $2,425,000 were made to the partners pursuant to the sale
               described in Note 2(c).  In addition, $540,000 was distributed to
               limited partners during the second quarter relating to proceeds
               from the sale described in Note 3 above.

Note 5         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, 1996, $8,757 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 nine months ended September 30, 1996.

               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, 1996.

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 nine months ended September 30,
               1996 was $27,492, compared with interest and other income of
               $13,799 for the nine months ended September 30, 1995.  This
               reflects a higher level of cash during the 1996 period. Total
               Income for the period was $913,344, which included gains on the
               sale of two properties aggregating $885,852.  See Notes 2 and 3
               for details.  This compares to total income for the comparable
               period in 1995 of $ 13,799. There were no sales of land during
               the first nine months of 1995.  Operating expenses for the nine
               months ended September 30, 1996 were $39,303 compared to $ 25,641
               in 1995.  This increase was almost entirely due to real estate
               taxes in the amount of $11,051

                                       9
<PAGE>
 
               paid at the time of the Home Depot sale, whereas the taxes in
               1995 were paid during the fourth quarter.  Office expense
               increased from $12,426 to $13,273 over the same period reflecting
               higher postage and other costs relating to two sales of land
               during the 1996 period. Professional fees rose from $7,462 in
               1995 to $10,029 for the first nine months of 1996.  This occurred
               because of additional efforts to insure that existing development
               rights relating to the Partnership's properties are maintained
               and protected.  Net income for the nine months ended September
               30, 1996 was $874,041, compared to a net loss of $11,842 for the
               same period in 1995.

               Total assets of the partnership decreased from $5,271,404 at
               December 31, 1995 to $3,179,008 at September 30, 1996, a decrease
               of $2,092,396, reflecting the sale of two properties during the
               first nine months of 1996.  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 increased from $184,283 at
               December 31, 1995 to $197,767 at September 30, 1996.


                                    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, 1996.

                                       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 25, 1996               /s/ Robert N. Gardner           
-----------------------        --------------------------------  
     DATE                      Robert N. Gardner, Partner



October 25, 1996               /s/ Joseph J. Gardner
-----------------------        ----------------------------------
     DATE                      Joseph J. Gardner, Partner

                                       11