SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 10-Q

                   QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934





For The Quarter Ended March 31, 1996             Commission File Number 33-16122
                      --------------                                    --------


                                ILX INCORPORATED
                                ----------------
             (Exact name of registrant as specified in its charter)


           ARIZONA                                       86-0564171
- ---------------------------------           ------------------------------------
(State or other jurisdiction of             (IRS Employer Identification Number)
 incorporation or organization)

                   2777 East Camelback Road, Phoenix, AZ 85016
                   -------------------------------------------
                    (Address of principal executive offices)

         Registrant's telephone number, including area code 602-957-2777
                  ---------------------------------------------

Former name,  former  address,  and former  fiscal year,  if changed  since last
report.


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  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days.


                              Yes  X                  No
                                 ------                 ------


Indicate the number of shares  outstanding  of each of the  issuer's  classes of
stock, as of the latest practicable date.


             Class                                 Outstanding at March 31, 1996
- -------------------------------                    -----------------------------
Common Stock, without par value                          12,758,021 shares
Preferred Stock, $10 par value                            400,893 shares

                                       1

                        ILX INCORPORATED AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS


                                                                               March 31,              December 31, 
                                                                                 1996                     1995
                                                                                 ----                     ----
                                                                              (Unaudited)
                                                                                                        
Assets
     Cash and cash equivalents                                                $3,463,828               $3,746,518
     Notes receivable, net                                                     9,491,021                8,785,487
     Resort property held for timeshare sales                                 16,713,110               17,191,791
     Resort property under development                                         1,129,645                1,119,080
     Land held for sale                                                        1,547,493                1,545,184
     Deferred assets                                                             365,997                  451,496
     Property and equipment, net                                               2,932,498                  835,485
     Deferred income taxes                                                     1,713,710                1,887,021
     Other assets                                                              2,188,737                2,190,451
                                                                            ------------             ------------
                                                                             $39,546,039              $37,752,513
                                                                             ===========              ===========

Liabilities and Shareholders' Equity

     Accounts payable                                                         $2,111,547               $2,313,638
     Accrued and other liabilities                                             1,448,042                1,793,160
     Genesis funds certificates                                                1,348,793                1,366,843
     Due to affiliates                                                           226,005                  440,629
     Deferred income                                                               3,298                    2,869
     Notes payable                                                            16,159,897               13,189,945
     Notes payable to affiliates                                               1,785,450                1,837,912
                                                                             -----------              -----------
                                                                              23,083,032               20,944,996
                                                                              ----------               ----------

Minority Interests                                                             2,492,293                3,032,415
                                                                               ---------                ---------

Shareholders' Equity

     Preferred stock, $10 par value; 10,000,000 shares authorized;  
       400,893 and 411,483 shares issued and outstanding; liquidation
       preference  of $4,008,930 and $4,114,830, respectively                  1,485,029                1,515,134

     Common stock, no par value; 40,000,000 shares authorized;
       12,758,021 and 12,625,757 shares issued and outstanding                 9,449,670                9,322,375

     Treasury stock, at cost, 20,000 shares                                      (25,032)                 (25,032)

     Additional paid in capital                                                   37,720                   35,190

     Retained earnings                                                         3,023,327                2,927,435
                                                                             -----------              -----------
                                                                              13,970,714               13,775,102
                                                                              ----------               ----------
                                                                             $39,546,039              $37,752,513
                                                                             ===========              ===========

                 See notes to consolidated financial statements

                                       2

                        ILX INCORPORATED AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)


                                                                                  Three months ended
                                                                                       March 31,
                                                                          -------------------------------------
                                                                              1996                      1995
                                                                              ----                      ----
                                                                                                     
Revenues
     Sales of timeshare interests                                          $4,897,089               $4,980,552
     Resort operating revenue                                               2,317,743                1,704,543
     Sales of land and other                                                   53,261                   58,695
                                                                           ----------               ----------
                                                                            7,268,093                6,743,790
                                                                           ----------               ----------

Cost of sales and operating expenses
     Cost of timeshare interests sold                                       1,708,109                1,622,516
     Cost of resort operations                                              2,453,162                1,775,510
     Cost of land sold and other                                               27,148                   36,573
     Advertising and promotion                                              1,530,394                1,480,979
     General and administrative                                               675,285                  739,526
     Provision for doubtful accounts                                          290,180                  269,063
                                                                           ----------               ----------
                                                                            6,684,278                5,924,167
                                                                           ----------               ----------

Operating income                                                              583,815                  819,623

Other income (expense)
     Interest expense                                                        (471,094)                (209,570)
     Interest income                                                          204,493                  114,049
                                                                           ----------               ----------

Income before minority interests and income taxes                             317,214                  724,102
Minority interests                                                           (145,170)                (178,161)
Income taxes                                                                  (74,496)                (143,376)
                                                                           -----------              -----------

Net income                                                                 $   97,548               $  402,565
                                                                           ==========               ==========

Net income per common and equivalent share                                 $    0.01                $    0.03
                                                                           =========                =========

Number of common and equivalent shares                                     12,787,700               12,516,219
                                                                           ==========               ==========

Net income per share assuming full dilution                                $    0.01                $    0.03
                                                                           =========                =========

Number of fully diluted shares                                             13,263,200               13,011,924
                                                                           ==========               ==========


                 See notes to consolidated financial statements
 
                                      3

                        ILX INCORPORATED AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)


                                                                                             Three months ended
                                                                                                  March 31,
                                                                                        -----------------------------
                                                                                        1996                     1995
                                                                                        ----                     ----
                                                                                                              
Cash flows from operating activities:
     Net income                                                                        $97,548                 $402,565
     Adjustments to reconcile net income to net cash used in operating 
          activities:
     Increase (decrease) in undistributed minority interest                            (70,736)                 178,161
     Additions to notes receivable                                                  (2,770,736)              (3,035,415)
     Proceeds from sales of notes receivable                                         1,775,022                2,013,123
     Provision for doubtful accounts                                                   290,180                  269,063
     Depreciation and amortization                                                     215,465                  132,128
     Deferred income taxes                                                             173,311                  104,466
     Amortization of guarantee fees                                                     18,500                   27,200
     Change in assets and liabilities:
         Decrease in resort property held for timeshare sales                          335,612                  223,956
         Additions to resort property under development                                (10,565)              (1,990,734)
         (Increase) decrease in land held for sale                                      (2,309)                   1,000
         Increase in other assets                                                     (180,008)                (172,488)
         (Decrease) increase in accounts payable                                      (224,952)                 615,304
         Decrease in accrued and other liabilities                                    (396,583)                (203,230)
         Increase (decrease) in Genesis funds certificates                             (18,050)                   2,862
         Decrease in due to affiliates                                                (114,624)                (508,114)
         Increase in deferred income                                                       429                  118,444
                                                                                    ----------               ----------
Net cash used in operating activities                                                 (882,496)              (1,821,709)
                                                                                    ----------              ----------

Cash flows from investing activities:
     Decrease (increase) in deferred assets                                             66,999                  (31,955)
     Purchases of plant and equipment                                                  (46,422)                 (21,377)
                                                                                   -----------              -----------
Net cash provided by (used in) investing activities                                     20,577                  (53,332)
                                                                                   -----------              -----------
Cash flows from financing activities:
     Proceeds from notes payable                                                     2,565,095                2,457,014
     Principal payments on notes payable                                            (1,532,768)              (1,361,526)
     Principal payments on notes payable to affiliates                                (152,462)                (119,426)
     Distribution to minority partners                                                (400,000)                      --
     Proceeds from issuance of common stock                                            111,375                       --
     Redemption of preferred stock                                                     (12,000)                    (185)
     Redemption of common stock                                                             --                     (185)
     Preferred stock dividend payments                                                     (11)                      (8)
                                                                                   ------------             -----------
Net cash provided by financing activities                                              579,229                  975,684
                                                                                   ------------             -----------

Net decrease in cash and cash equivalents                                             (282,690)                (899,357)

Cash and cash equivalents at beginning of period                                     3,746,518                3,635,587
                                                                                   -----------              -----------
Cash and cash equivalents at end of period                                          $3,463,828               $2,736,230
                                                                                   ===========              ===========

                 See notes to consolidated financial statements

                                       4

                        ILX INCORPORATED AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Note 1 - Summary of Significant Accounting Policies

Principles of Consolidation and Business Activities
- ---------------------------------------------------

The Company's  significant  business activities include  developing,  operating,
marketing  and financing  ownership  interests in resort  properties  located in
Arizona,  Colorado,  Florida, Indiana and Mexico. Effective in the third quarter
of 1994, the Company  expanded its  operations to include  marketing of skin and
hair care products which are not considered significant to resort operations.

The accompanying  unaudited consolidated financial statements have been prepared
in  accordance  with  generally  accepted  accounting   principles  for  interim
financial  information  and the  instructions  to Form  10-Q and  Rule  10-01 of
Registration  S-X.  Accordingly,  they do not include all of the information and
notes  required  by  generally  accepted  accounting   principles  for  complete
financial  statements.  In  the  opinion  of  management,  all  adjustments  and
reclassifications  considered  necessary for a fair and comparable  presentation
have been included and are of a normal recurring  nature.  Operating results for
the three month period ended March 31, 1996, are not  necessarily  indicative of
the results  that may be expected for the year ending  December  31,  1996.  The
accompanying  financial  statements  should  be read  in  conjunction  with  the
Company's most recent audited financial statements.

The consolidated  financial  statements include the accounts of ILX Incorporated
and its wholly-owned and majority-owned  subsidiaries  ("ILX" or the "Company").
All significant  intercompany  transactions and balances have been eliminated in
consolidation.


Revenue Recognition
- -------------------

Revenue  from sales of timeshare  interests is  recognized  in  accordance  with
Statement of Financial  Accounting Standard No. 66, Accounting for Sales of Real
Estate ("SFAS No. 66"). No sales are recognized  until such time as a minimum of
10% of the purchase  price has been received in cash,  the buyer is committed to
continued  payments  of the  remaining  purchase  price and the Company has been
released of all future  obligations  for the  timeshare  interest.  Revenue from
sales of  timeshare  interests  in  Varsity  Clubs of  America - Notre Dame were
recognized  by  the  percentage  of  completion   method  as   development   and
construction  proceeded  and as the costs of  development  and  profit  could be
reasonably  estimated  through August 15, 1995,  when the property was complete.
Resort  operating  revenue  represents daily room rentals and revenues from food
and other resort services. Such revenues are recorded as the rooms are rented or
the services are performed.

Statements of Cash Flows
- ------------------------

Cash  equivalents  are highly liquid  investments  with an original  maturity of
three months or less.  During the three month  periods  ended March 31, 1996 and
1995,  the Company  paid  interest of  approximately  $400,000  and $279,000 and
income taxes of $0 and $8,000, respectively. Interest of $17,049 and $19,223 was
capitalized to resort property under development  during the three month periods
ending March 31, 1996 and 1995, respectively.

Reclassifications
- -----------------

The  financial  statements  for  prior  periods  have  been  reclassified  to be
consistent with the 1996 financial statement presentation.

Note 2 - Notes Payable

In February 1996, the Company  borrowed an additional  $1,760,000 from the first
mortgage  holder on the Los  Abrigados  resort and extended the maturity date to
June 1998.

                                        5

The mortgage on the Red Rock  Collection  building was repaid in January 1996 by
the affiliate  who purchased the building in 1995. In this non-cash  transaction
to the Company, both the note payable and the related receivable were reduced by
$180,000.

Note 3 -  Notes Payable to Affiliates

In January 1996, an affiliate of the Company agreed to accept as payment $60,000
cash and  $100,000  in a  promissory  note as full  satisfaction  of a remaining
obligation  of $173,225 in  guarantee  fees and $44,073 in  holdbacks.  The note
bears interest at 10%, with interest due quarterly and the principal due in full
in December 1999.

Note 4 - Shareholders' Equity

During the first quarter of 1996,  holders of 5,172 shares of Series C Preferred
Stock  exchanged  their shares for 8,620 shares of common  stock.  The exchanges
were recorded as a reduction in preferred  stock and an increase in common stock
of $14,275.  Shares of stock valued at $1,645 and cash of $11 were issued in the
first quarter of 1996 for the Dividend  Arrearage due to the holders of Series C
Preferred Stock who converted their shares in the first quarter of 1996.

During the first  quarter of 1996,  holders of 383 shares of Series A  Preferred
Stock  exchanged  their  shares for lodging  certificates  at the Los  Abrigados
resort.  Preferred stock was reduced by $3,830, which is the liquidation and par
value of the shares  surrendered and additional paid in capital was increased by
$2,530, which is the difference between the par value of the preferred stock and
the liability recorded related to the lodging certificates.

In January  1996,  5,035  shares of Series A Preferred  Stock were  redeemed for
$12,000.

During the first quarter of 1996, the Company issued 72,500 shares of restricted
common stock, valued at $52,000, to employees in exchange for services provided.

In accordance with consulting  agreements entered into in 1995, 50,000 shares of
restricted  common stock,  valued at $1.1875 per share, were issued in the first
quarter of 1996.

Note 5 - Lomacasi Cottages

In March 1996, the Company,  through a subsidiary,  became the managing  general
partner of the  limited  partnership  which owns  Lomacasi  Cottages  in Sedona,
Arizona,  a 5.27 acre  property  approximately  one mile from the Los  Abrigados
resort.  The Company  acquired its  partnership  interest for a $25,000  capital
contribution and the assumption of existing  non-recourse  deeds of trust on the
property and accrued liabilities.  The balance sheet of the partnership at March
1, 1996, was as follows:

                  Assets
                  Cash                                                $20,000
                  Property and equipment                            2,116,337
                  Other assets                                          9,928
                                                                 ------------
                                                                 $  2,146,265
                                                                 ============
                  Liabilities and Partners' Equity
                  Accounts payable                                    $22,862
                  Accrued and other liabilities                        50,164
                  Notes payable                                     2,117,625
                                                                 ------------
                                                                    2,190,651
                                                                 ------------
                  Partners' capital                                   (44,386)
                                                                 ------------ 
                                                                 $  2,146,265
                                                                 ============

                                       6

The assumed first  mortgage of $549,625  bears  interest at 12.5% with principal
and interest  payable in monthly  installments of $6,779 through  November 2000.
The $1,500,000 note payable,  secured by a second deed of trust,  bears interest
at 8% through  December 1996 and increases  .5% annually  through  December 1999
when it becomes fixed at 9.5%.  Interest is accrued  through  December 1996 and,
thereafter,  is payable monthly with principal due November 2010. A note payable
of $68,000,  secured by a deed of trust, bears interest at 8% with principal and
interest payments of $4,779 due monthly through May 1997 (interest  payments are
to be  deducted  from the  capital  account of a limited  partner).  The Company
intends  to  initially  use the  resort to  provide  lodging  accommodations  to
prospective  timeshare  purchasers  at the Company's  Sedona Sales  Office.  The
Company may offer timeshare interests in the resort in the future.

                                       7

                                ILX INCORPORATED

           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                            AND RESULTS OF OPERATIONS


Results of Operations
- ---------------------

Sales of timeshare  interests  of  $4,980,552  in the first  quarter of 1995 are
comparable  to sales of  $4,897,089  in the first  quarter  of 1996.  1995 sales
reflect sales from the Phoenix  Sales Office and sales of upgraded  intervals to
existing timeshare owners of Los Abrigados resort.  1996 sales include increased
sales of Varsity Clubs of America-Notre Dame interests and sales of Kohl's Ranch
interests.

On April 1, 1995,  the Company  closed the Phoenix Sales Office,  which had sold
primarily  interests in Los  Abrigados,  and began  directing  the customers who
would otherwise have attended a Phoenix Sales Office  presentation to the Sedona
Sales Office, where closing rates had consistently exceeded those of the Phoenix
Sales Office. The Phoenix Sales Office generated  approximately  $771,000 in the
first quarter of 1995.

During the first quarter of 1995, the Company converted eight of its one-bedroom
business suites at Los Abrigados resort to two-bedroom suites with kitchens, and
invited its  existing  timeshare  owners to exchange  their one and  two-bedroom
suites without  kitchens to these upgraded units.  Owners of  approximately  115
intervals  accepted  this special  offer,  generating  revenue of  approximately
$471,000 during the first quarter of 1995.

Sales of  interests  in  Varsity  Clubs of  America-Notre  Dame  increased  from
$868,000  in the first  quarter of 1995 to  $1,259,000  in the first  quarter of
1996.  Revenue and directly  related expenses were recognized as a percentage of
completion in 1995  (approximately  56% through March 31, 1995) until August 15,
1995 when construction was complete.  Sales in Kohl's Ranch,  which commenced in
the third quarter of 1995, were approximately  $738,000 for the first quarter of
1996.

The  increase  between 1995 and 1996 in cost of  timeshare  interests  sold as a
percentage of sales  reflects  increased  sales of interests in Varsity Clubs of
America-Note  Dame,  which have a higher product cost as a percentage of revenue
than interests in both Los Abrigados and Kohl's Ranch.

The increase in resort  operating  revenue from $1,704,543 for the first quarter
of 1995 to  $2,317,743  for the first  quarter  of 1996  reflects  revenue  from
Varsity  Clubs of  America-Notre  Dame which opened in mid August 1995,  revenue
from Kohl's  Ranch which was acquired on June 1, 1995 and an increase in revenue
from Los Abrigados resort as a result of an increase in occupancy and in average
daily rate.

Cost of resort  operations  as a  percentage  of  resort  operating  revenue  is
comparable  between  periods.  1996 costs include Varsity Clubs of America-Notre
Dame and Kohl's Ranch which have higher  costs of  operation as a percentage  of
revenue than Los Abrigados.  1996 Los Abrigados costs as a percentage of revenue
are lower  than 1995 due to  increased  occupancy  and  average  daily  rate and
reduced operating costs in 1996.

Sales of land and other and the  associated  cost of land sold and other in both
1995 and 1996 reflect sales of Red Rock Collection  products and in 1996 revenue
and related costs from the Kohl's Ranch Water Company for services provided. The
decrease in cost of sales as a  percentage  of sales  reflects  variances in Red
Rock Collection product mix and commission structure.

Advertising  and  promotion as a  percentage  of revenue is  comparable  between
periods.

The decrease in general and  administrative  expenses from $739,526 in the first
quarter of 1995 to $675,285  in the first  quarter of 1996  includes  $57,298 in
gains from the discounting and prepayment of accrued obligations in 1996.

The increase in interest  expense from $209,570 for the first quarter of 1995 to
$471,094 for the first  quarter of 1996  reflects an increase in notes  payable,
including   the  note  payable  for  the   construction   of  Varsity  Clubs  of
America-Notre Dame, the Kohl's Ranch and Lomacasi Cottages acquisition notes and
increased borrowings 

                                       8

against consumer notes receivable.  The increase in interest income from 1995 to
1996 is a result of the increased consumer paper retained by the Company.

The  decrease in minority  interests  from 1995 to 1996  reflects  lower LAP net
income in 1996 because the first quarter of 1995 included sales from the Phoenix
Sales Office and sales of upgraded intervals to existing timeshare owners.

Income tax expense as a percentage of income increased from 1995 to 1996 because
1995 expense is net of a $75,000 reduction in the valuation allowance reflecting
management's  estimate of the future benefit to be derived from the  utilization
of Genesis net operating loss carryovers and 1996 includes gross receipts tax on
revenue generated in Indiana.

Liquidity and Capital Resources
- -------------------------------

The Company's  liquidity needs principally arise from the necessity of financing
notes received from sales of timeshare  interests.  In that regard,  the Company
has $13 million in lines of credit  issued by  financing  companies  under which
conforming  notes from sales of  interval  interests  in Los  Abrigados  and the
Golden Eagle Resort can be sold on a recourse basis through  September  1996. In
addition, the Company has an open ended arrangement with a finance company which
is expected to provide  financing of at least $5 million  through 1996. At March
31, 1996,  approximately  $7.1 million is available  under the fixed  commitment
lines and approximately $3 million is expected to be available on the open ended
line. The Company also has a financing commitment whereby the Company may borrow
up to $2.5 million against non-conforming notes from sales of interval interests
in  Los  Abrigados  and  the  Golden  Eagle  Resort  through   September   1998.
Approximately $500,000 was available under this commitment at March 31, 1996.

The Company also has a $10 million financing  commitment whereby the Company may
sell eligible notes received from sales of timeshare  interests in Varsity Clubs
of  America-Notre   Dame  on  a  recourse  basis  through   September  1,  1997.
Approximately  $7.1 million was  available  under this  commitment  at March 31,
1996.

The Company has a financing  commitment  whereby it may borrow up to $10 million
against  conforming  notes received from sales of timeshare  interests in Kohl's
Ranch  through  August 1997.  Approximately  $9.5 million was  available on this
commitment at March 31, 1996.

The Company will continue to retain certain  non-conforming notes which have one
to two year terms or which do not otherwise  meet existing  financing  criteria,
and finance these notes either through internal funds or through borrowings from
affiliates  secured  by  the  non-conforming  notes.  The  Company  will  pursue
additional credit facilities to finance conforming and  non-conforming  notes as
the need for such financing arises.

The Company has a $500,000 line of credit from one financial  institution  and a
$400,000 line of credit from another. Both were available for working capital at
March 31, 1996.

In February 1996, the Company  borrowed an additional  $1,760,000 from the first
mortgage  holder on the Los Abrigados  resort.  The Company intends to use these
funds for  improvements  to the Los  Abrigados  resort and Kohl's  Ranch and for
working capital.

Effective March 1, 1996, the Company, through a subsidiary,  became the managing
general  partner of the  limited  partnership  which owns  Lomacasi  Cottages in
Sedona,  Arizona,  a 5.27  acre  property  approximately  one mile  from the Los
Abrigados  resort.  The Company acquired its partnership  interest for a $25,000
capital contribution. The resort is encumbered by non-recourse deeds of trust on
the  property  totaling  approximately  $2.2  million.  The  Company  intends to
initially  use the  resort to  provide  lodging  accommodations  to  prospective
timeshare purchasers at the Company's Sedona Sales Office, thereby creating more
availability of rooms for resort guests at the Los Abrigados resort. The Company
may offer timeshare interests in the resort in the future.

During the first quarter of 1996,  the Company  received an additional  $700,000
pursuant to a management  agreement with one of its timeshare lenders.  Although
at March 31, 1996,  approximately  $1.2  million  remains  available  under this
agreement,  an affiliate of the lender recently filed for bankruptcy protection.
The Company has been  informed that said  proceedings  do not involve the lender
with which the Company conducts business.  It is the Company's position that the
management agreement, as previously amended, has been anticipatorily 

                                       9

breached by the lender and its  affiliates.  The Company is of the opinion  that
while  further  advances  under the  management  agreement  may not  occur,  the
bankruptcy will have no additional  material impact on the Company's  ability to
obtain  timeshare  financing  from the lender or alternate  sources.  Any future
payments under the management  agreement received by the Company will be applied
to mitigate present and future damages sustained by the Company by virtue of the
breach by the lender and its affiliates of the management agreement.

Cash used in operating  activities decreased from $1,821,709 in 1995 to $882,496
in 1996 because 1995 included additions to resort property under development for
Varsity Clubs of America-Notre Dame.

The change from cash used in  investing  activities  for 1995 of $53,332 to cash
provided by investing activities in 1996 of $20,577 reflects the cancellation of
the Company's  options on its Varsity Clubs of America sites near Penn State and
Auburn University.

Cash  provided  by  financing  activities  decreased  from  $975,684  in 1995 to
$579,229 in 1996 due to cash distributions to LAP minority partners.

Although no assurances can be made, based on the prior success of the Company in
obtaining  necessary  financings for  operations and for expansion,  the Company
believes  that  with its  existing  financing  commitments,  its cash  flow from
operations and the contemplated financings discussed above the Company will have
adequate capital resources for at least the next twelve to twenty-four months.

                                       10

                                   SIGNATURES





                  Pursuant to the requirements of the Securities Exchange Act of
1934, as amended, the Registrant has duly caused this report to be signed on its
behalf by the undersigned thereunto duly authorized.



                                ILX INCORPORATED
                                  (Registrant)




                              /s/  Joseph P. Martori
                              ----------------------
                                   Joseph P. Martori
                                   Chief Executive Officer





                              /s/  Nancy J. Stone
                              -------------------
                                   Nancy J. Stone
                                   President/
                                   Chief Financial Officer





                             /s/   Denise L. Janda
                             ---------------------
                                   Denise L. Janda
                                   Vice President Controller










Date:  As of May 8, 1996

                                       11