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SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 8-K
Current Report Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report: January 13, 1998
INTERSTATE LAND INVESTORS II LIMITED PARTNERSHIP
(Exact name of Registrant as specified in its charter)
North Carolina 33-30312 56-1681116
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
1000 Interstate Tower, 121 W. Trade Street, Charlotte,
North Carolina 28202
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(Address of principal executive offices)
Registrant's telephone number, including area code: (704) 379-9164
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ITEM 4. Changes in Registrant's Certifying Accountant
On January 14, 1998, the Registrant engaged Faulkner and Thompson,
P.A. to act as the Registrant's independent certified public
accountant. Faulkner and Thompson, P. A. replaces Cherry, Bekaert &
Holland, L.L.P. who was dismissed on January 13, 1998. There have been
no disagreements with the former accountant on any matter of
accounting principles or practices, financial statement disclosure, or
auditing scope or procedures. Also, the former accountant has issued
no qualified or adverse opinion or disclaimers of opinion in the past
two years.
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 hereunto duly authorized.
INTERSTATE LAND INVESTORS II
LIMITED PARTNERSHIP
By: ISC Realty Corporation,
General Partner and Principal
Financial Officer of the Registrant
Date January 14, 1998 By: /s/ J. Christopher Boone
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J. Christopher Boone,
President
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[Cherry Bekaert & Holland letterhead]
Securities and Exchange Commission
Washington, D.C. 20549
We were previously the independent accountants for Interstate Land Investors II,
L.P., and on January 16, 1997, we reported on the financial statements of
Interstate Land Investors II, L.P., as of December 31, 1996 and 1995, and for
each of the three years in the period ended December 31, 1996. We have read
Interstate Land Investors II, L.P.'s statements included under Item 4 of its
Form 8-K dated January 13, 1998, and we agree with such statements.
Cherry Bekaert & Holland, L.L.P.
/s/ Cherry Bekaert & Holland, L.L.P.
Charlotte, North Carolina
January 14, 1998