SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C. 20549

                ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (D)
                    OF THE SECURITIES EXCHANGE ACT OF 1934

                                 FORM 10-Q



FOR THE PERIOD ENDED SEPTEMBER 30 2004, COMMISSION FILE NUMBER:   0-13745
                                                                  -------
TPI LAND INVESTORS II LIMITED PARTNERSHIP
------------------------------------------------------
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)


ARIZONA                                               86-0483912
-------------------------------          ------------------------------------
(STATE OR OTHER JURISDICTION OF          (I.R.S. EMPLOYER IDENTIFICATION NO.)
INCORPORATION ORGANIZATION)


3420 E. SHEA BLVD., SUITE 200, PHOENIX, ARIZONA         85028
-----------------------------------------------       ----------
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)              (ZIP CODE)


REGISTRANT'S TELEPHONE NUMBER, INCLUDING
AREA CODE:                                                 (602) 953-5298
                                                           --------------



      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
           ---------                             ---------

<PAGE>
<TABLE>
<CAPTION>
                 TPI Land Investors II, Ltd.
                       Balance Sheet
                  As of September 30, 2004

                                             SEP 30, 04
                                            -------------
<S> <C> <C> <C> <C>                         <C>
ASSETS
    CURRENT ASSETS
        CHECKING/SAVINGS
            CHECKING-BANK ONE 09544856           4,122.95
            SAVINGS-BANKONE 43980272           685,836.82
                                            -------------
        TOTAL CHECKING/SAVINGS                 689,959.77

        OTHER CURRENT ASSETS
            ACCOUNTS RECEIVABLE                  3,000.00
            N/R GENERAL PARTNERS                70,213.53
            OTHER CONTRIBUTIONS RECEIVABLE         175.00
                                            -------------
        TOTAL OTHER CURRENT ASSETS              73,388.53
                                            -------------

    TOTAL CURRENT ASSETS                       763,348.30

    FIXED ASSETS
        CG MEDICAL C LOTS 3 & 7
            SHELL BUILDING/DEVELOPMENT          27,971.96
            CG MEDICAL C LOTS 3 & 7 - OTHER    755,747.45
                                            -------------
        TOTAL CG MEDICAL C LOTS 3 & 7          783,719.41

        LAND-91ST AVENUE                       983,867.33
        LAND-TOLLESON                          610,437.74
        OFFICE FURNITURE                           170.98
                                            -------------
    TOTAL FIXED ASSETS                       2,378,195.46

    OTHER ASSETS
        LOAN ORIGINATION FEE
            ACCUM. AMORT.-LOAN FEES            -30,300.00
            LOAN ORIGINATION FEE - OTHER        30,300.00
                                            -------------
        TOTAL LOAN ORIGINATION FEE                   0.00

        ORGANIZATIONAL COSTS
            ACCUM. AMORT.-ORGANIZATION COST    -72,539.98
            ORGANIZATIONAL COSTS - OTHER        72,539.98
                                            -------------
        TOTAL ORGANIZATIONAL COSTS                   0.00

        SYNDICATION COSTS                      828,423.26
                                            -------------
    TOTAL OTHER ASSETS                         828,423.26
                                            -------------

TOTAL ASSETS                                 3,969,967.02
                                            =============

LIABILITIES & EQUITY
    LIABILITIES
        CURRENT LIABILITIES
            OTHER CURRENT LIABILITIES
                DISTRIBUTIONS PAYABLE -1996      2,550.00
                DISTRIBUTIONS PAYABLE 1999      16,160.00


<PAGE>
                 TPI Land Investors II, Ltd.
                       Balance Sheet
                  As of September 30, 2004

                                             SEP 30, 04
                                            -------------

                RE COM PAY-TPI ASSET            14,785.22
                                            -------------
            TOTAL OTHER CURRENT LIABILITIES     33,495.22
                                            -------------

        TOTAL CURRENT LIABILITIES               33,495.22
                                            -------------

    TOTAL LIABILITIES                           33,495.22

    EQUITY
        DISTRIBUTION-1987                     -143,292.93
        DISTRIBUTION-1988                   -1,074,396.97
        DISTRIBUTION-1996                     -354,470.00
        DISTRIBUTION 1999                     -567,280.00
        OPENING BAL EQUITY                          20.00
        PARTNER CONTRIBUTION                 7,162,646.46
        PREVIOUS RETAINED EARNINGS          -1,210,878.76
        NET INCOME                             124,124.00
                                            -------------
    TOTAL EQUITY                             3,936,471.80
                                            -------------

TOTAL LIABILITIES & EQUITY                   3,969,967.02
                                            =============
</TABLE>


<PAGE>
                   TPI LAND INVESTORS II LIMITED PARTNERSHIP
                   -----------------------------------------
                         NOTES TO FINANCIAL STATEMENTS
                         -----------------------------
                              SEPTEMBER 30, 2004



 NOTE 1.    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
            ------------------------------------------

            NATURE OF PARTNERSHIP
            ---------------------

            TPI LAND INVESTORS II LIMITED PARTNERSHIP IS A LIMITED  PARTNERSHIP

            FORMED  DURING  1984  UNDER THE LAWS OF THE STATE OF ARIZONA.   THE

            PARTNERSHIP REACHED IMPOUND ON JULY 3, 1984.


            DURATION OF PARTNERSHIP
            -----------------------

            IT IS THE INTENTION OF  THE  PARTNERSHIP  TO  ACQUIRE  PROPERTY FOR

            INVESTMENT   AND   APPRECIATION  PURPOSES.   THE  PARTNERSHIP  MAY,

            HOWEVER, SELL A PORTION OR ALL OF THE PROPERTIES IN THE FUTURE WITH

            A VIEW TOWARDS LIQUIDATION  OF  THE  PARTNERSHIP.   SUCH SALE COULD

            OCCUR APPROXIMATELY TWO TO SEVEN YEARS AFTER PROPERTY ACQUISITION.


            AMORTIZATION OF OTHER ASSETS
            ----------------------------

            ORGANIZATION  COSTS  REPRESENT COSTS INCURRED DURING THE  FORMATION

            PERIOD OF THE PARTNERSHIP.  SYNDICATION COSTS REPRESENT COMMISSIONS

            INCURRED ON THE SALE OF LIMITED PARTNERSHIP INTERESTS AND THE COSTS

            OF  PREPARING  THE  PROSPECTUSES.   ORGANIZATION  COSTS  ARE  BEING

            AMORTIZED OVER 60 MONTHS.   SYNDICATION COSTS ARE NOT AMORTIZED FOR

            INCOME  TAX REPORTING PURPOSES.  LOAN  ORIGINATION  FEES  REPRESENT

            COSTS INCURRED  BY THE PARTNERSHIP TO SECURE A LOAN.  LOAN FEES ARE

            BEING AMORTIZED OVER 36 MONTHS.


                                     - 1 -


<PAGE>
                   TPI LAND INVESTORS II LIMITED PARTNERSHIP
                   -----------------------------------------
                         NOTES TO FINANCIAL STATEMENTS
                         -----------------------------
                              SEPTEMBER 30, 2004

NOTE 1:     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
            ------------------------------------------------------


            INCOME TAXES
            ------------

            NO PROVISION FOR  INCOME  TAX IS MADE FOR THE PARTNERSHIP SINCE THE

            REPORTING AND PAYMENT OF INCOME  TAX  IS  THE RESPONSIBILITY OF THE

            INDIVIDUAL PARTNERS.


            PARTNERS' PREFERRED RETURN ON CAPITAL CONTRIBUTIONS
            ---------------------------------------------------

            AS  AN  INCENTIVE TO EARLY INVESTMENT AND THE  PURCHASE  OF  LARGER

            NUMBERS OF  UNITS, LIMITED PARTNERS WILL RECEIVE A PREFERRED RETURN

            ON  THEIR  INVESTMENT.   THE  PREFERRED  RETURN  IS  DETERMINED  BY

            APPLYING A PERCENTAGE  (BASED  UPON  THE  DATE  THE CONTRIBUTION IS

            RECEIVED  AND  THE  NUMBER  OF  UNITS  PURCHASED)  TO  THE  LIMITED

            PARTNER'S  ADJUSTED CAPITAL ACCOUNT BALANCE FROM THE FIRST  DAY  OF

            THE MONTH FOLLOWING THE RECEIPT OF THE LIMITED PARTNER'S INVESTMENT

            TO THE DATE OF RECOUPMENT OF THAT INVESTMENT.


            ALLOCATION OF NET PROFITS, LOSSES, AND DISTRIBUTIONS TO PARTNERS
            ----------------------------------------------------------------

            NET PROFITS,  LOSSES,  AND  DISTRIBUTIONS ARE ALLOCATED NINETY-NINE

            PERCENT (99%) TO THE LIMITED  PARTNERS  IN  ACCORDANCE  WITH  THEIR

            RESPECTIVE  CAPITAL PERCENTAGES AND ONE PERCENT (1%) TO THE GENERAL

            PARTNERS UNTIL  LIMITED PARTNERS RECOUPMENT PLUS A SIX PERCENT (6%)


                                     - 2 -


<PAGE>
                   TPI LAND INVESTORS II LIMITED PARTNERSHIP
                   -----------------------------------------
                         NOTES TO FINANCIAL STATEMENTS
                         -----------------------------
                              SEPTEMBER 30, 2004

NOTE 1:     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
            ------------------------------------------------------

            ANNUAL PROGRAM RETURN.   AFTER  WHICH  ALLOCATIONS  ARE NINETY-NINE

            PERCENT (99%) TO THE LIMITED PARTNERS AND ONE PERCENT  (1%)  TO THE

            GENERAL  PARTNERS  UNTIL  THE  LIMITED  PARTNERS  HAVE COLLECTIVELY

            RECEIVED   THEIR   PREFERRED   RETURN  ON  THEIR  ADJUSTED  CAPITAL

            CONTRIBUTIONS,  THEN ONE HUNDRED  PERCENT  (100%)  TO  THE  GENERAL

            PARTNERS UNTIL THEY  HAVE RECEIVED TWENTY-FIVE PERCENT (25%) OF THE

            DISTRIBUTIONS TO PARTNERS  AFTER RECOUPMENT AND PROGRAM RETURN, AND

            THEN SEVENTY-FIVE PERCENT (75%)  OF  THE  REMAINDER  TO THE LIMITED

            PARTNERS AND TWENTY-FIVE PERCENT (25%) TO THE GENERAL PARTNERS.













                                     - 3 -


<PAGE>
NOTE 2.     LAND
            ----

            COST  INCURRED  BY  THE PARTNERSHIP FOR ACQUISITION OF LAND  AS  OF
            SEPTEMBER 30, 2004 ARE AS FOLLOWS:


            CASA GRANDE MEDICAL CENTER           $  777,807

            FALCON INDUSTRIAL PARK LOTS          $  344,767****

            CAREFREE-DEMILLE                     $  412,664*

            87TH AVENUE AND UNION HILLS          $  465,179**

            CAREFREE-HUDSPETH                    $1,123,261*

            91ST AVENUE & BELL                   $2,123,742***

            AVONDALE                             $  329,253****

            TOLLESON                             $  899,624*****
                                                 ----------
                                                 $6,476,315
                                                 ----------

            LESS PROPERTIES SOLD                 (4,109,024)
                                                 ==========
                                                 $2,367,291


            *     SOLD ON 04/12/94 FOR $995,000
            **    SOLD 1.17 OF 5.54 ACRES ON 06/29/95 FOR $150,467
                  SOLD 1.8 ACRES ON 01/23/98 FOR A NET OF $269,536.40
                  SOLD APPROX. 1 ACRE ON 07/01/98 FOR A NET OF $216,210.37
                  SOLD LAST PARCEL ON 12/28/99 FOR A NET OF $272,623.
            ***   SOLD 3.7 OF 17.5 ACRES ON 10/96 FOR $509,000
                  SOLD 1 OF 13.8 ACRES ON 04/23/97 FOR $228,000
                  SOLD LOT 1, LOT 2 AND LOT 3 ON 02/28/04 FOR $728,368.00
            ****  SOLD LOT 6 ON 07/30/98 FOR A NET OF $89,977.51
            **    SOLD PARCEL ON 2/8/99 FOR A NET OF $496,120.01
            ****  SOLD LOT 5 ON 4/20/99 FOR A NET OF $98,130.67
            *****  SOLD PAD B ON 10/31/03 FOR A NET OF $150,525.00


                                     - 4 -


<PAGE>
NOTE 3:     IMPROVEMENT ASSESSMENTS
            -----------------------

            DETAILS RELATED TO IMPROVEMENT ASSESSMENTS PAYABLE ARE AS FOLLOWS:

            FALCON INDUSTRIAL PARK LOTS 5, 6 AND 7
                  PAID IN FULL.

            87TH AVENUE AND UNION HILLS
                  BEGINNING BALANCE OF $6,338 PAID IN FULL IN 1990.

            87TH AVENUE AND BELL
                  ASSESSMENT #6, CITY OF PEORIA IMPROVEMENT DISTRICT
                  #9102.  TERM APPROXIMATELY 15 YEARS AT 12% INTEREST
                  PER ANNUM ON UNPAID BALANCE, FIRST PAYMENT DUE
                  JUNE 1, 1993.  SEMI-ANNUAL PAYMENTS OF INTEREST DUE
                  JUNE 1 AND DECEMBER 1. PAYMENTS OF APPROXIMATELY 1/15
                  OF PRINCIPAL SHALL BE DUE DECEMBER 1. PAID IN FULL ON
                  06/28/95

            91ST AVENUE AND BELL
                  ASSESSMENT #8401 & #8201 - ANNUAL PRINCIPAL PAYMENTS OF
                  $21,968 & $2,312 PAYABLE DECEMBER 1 OF EACH YEAR WITH THE
                  FINAL PAYMENT DUE DECEMBER 1, 1994 & DECEMBER 1, 1993;
                  INTEREST IS CHARGED ON THE UNPAID PRINCIPAL BALANCE AT 10%
                  PAYABLE IN SEMI-ANNUAL INSTALLMENTS.  PAID 12/01/94

                  ASSESSMENT #14, CITY OF PEORIA IMPROVEMENT DISTRICT
                  #9102.  TERM APPROXIMATELY 15 YEARS AT 12% INTEREST
                  PER ANNUM ON UNPAID BALANCE, FIRST PAYMENT DUE
                  JUNE 1, 1993.  SEMI-ANNUAL PAYMENTS OF INTEREST DUE
                  JUNE 1 AND DECEMBER 1.  PAYMENTS OF APPROXIMATELY 1/15
                  OF PRINCIPAL SHALL BE DUE DECEMBER 1. PAID IN FULL ON
                  07/15/95







                                     - 5 -


<PAGE>
                   TPI LAND INVESTORS II LIMITED PARTNERSHIP
                   -----------------------------------------
                         NOTES TO FINANCIAL STATEMENTS
                         -----------------------------
                              SEPTEMBER 30, 2004



NOTE 4:     COMMISSION PAYABLE
            ------------------

            THE PARTNERSHIP SOLD PROPERTIES IN PRIOR YEARS AND THE
            GENERAL PARTNER, TPI ASSET MANAGEMENT, INC. EARNED A REAL
            ESTATE COMMISSION ON THESE SALES.  ACCORDING TO THE
            PROSPECTUS, TPI ASSET MANAGEMENT, INC. CANNOT BE PAID THE
            COMMISSION UNTIL THE LIMITED PARTNERS HAVE RECEIVED THEIR
            ORIGINAL INVESTMENT AND THEIR PROGRAM RETURN.

NOTE 5:     NOTE PAYABLE
            ------------

            PROMISSORY NOTE DATED MARCH 9, 1990 WAS PAID IN FULL ON
            APRIL 12, 1994.

            AN ADVANCE FROM TPI ASSET MANAGEMENT, INC. FOR $24,500
            AND A SHORT-TERM LOAN FROM HOME EQUITY LIMITED PARTNERSHIP FOR
            $10,500 WERE PAID IN APRIL, 1994.

NOTE 6:     NOTE RECEIVABLE
            ---------------

            DURING  DECEMBER  2002  THE  NOTE RECEIVABLE WAS PAID BY  TPI  LAND
            INVESTORS IV BY THE DEEDING OF  LOTS  IN  THE  CASA  GRANDE MEDICAL
            CAMPUS.


NOTE 7:     PARTNERS' CAPITAL
            -----------------

            PARTNERS' CAPITAL CONTRIBUTIONS RECEIVED AND
            SUBSCRIBED AS OF SEPTEMBER 30, 2004 ARE AS FOLLOWS:

LIMITED PARTNERS CONTRIBUTIONS (14,186 UNITS)                      $ 7,091,000
GENERAL PARTNERS CONTRIBUTION (1%)                                      71,646
                                                                     ---------
TOTAL CONTRIBUTION                                                   7,162,646
PRIOR YEAR RETAINED EARNING                                         (1,210,879)
NET INCOME                                                             155,293
DISTRIBUTION TO PARTNERS 1987                                         (143,293)
DISTRIBUTION TO PARTNERS 1988                                       (1,074,397)


                                     - 6 -


<PAGE>
DISTRIBUTION TO PARTNERS 1996                                         (354,450)
DISTRIBUTION TO PARTNERS 1999                                         (567,040)
                                                                      --------
      PARTNER'S CAPITAL                                             $3,967,641
                                                                    ==========


                  TPI LAND DEVELOPMENT II LIMITED PARTNERSHIP
                  -------------------------------------------
               MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
               -------------------------------------------------
                     CONDITIONS AND RESULTS OF OPERATIONS
                     ------------------------------------

THE PARTNERSHIP OFFERING PHASE WAS COMPLETED ON DECEMBER 27, 1985.   SINCE THEN

THE PARTNERSHIP HAS BEEN IN THE OPERATING STAGE.



SINCE  THE  PARTNERSHIP  ACQUIRED  PRE-DEVELOPED  LAND  WHICH DOES NOT GENERATE

SIGNIFICANT   INCOME,  THE  OPERATING  STAGE CONSISTS PRIMARILY  OF  EVALUATING

PARTNERSHIP PROPERTIES AND ACTIVITIES IN  THE  SURROUNDING  AREA  AND PREPARING

PROPERTIES  FOR  DISPOSITION.   THERE  WERE  NO  MATERIAL  CHANGES DURING  THIS

REPORTING  PERIOD.  THE PARTNERSHIP'S MAIN SOURCE OF REVENUE  WAS  INTEREST  ON

MONEY MARKET INSTRUMENTS.



THE HOLDING  PERIOD  FOR THE PROPERTIES IN THE PARTNERSHIP'S PORTFOLIO HAS BEEN

LONGER THAN ORIGINALLY  ANTICIPATED  DUE TO A LAGGING REAL ESTATE MARKET IN THE

PHOENIX  AREA.   THEREFORE,  IN  ORDER  TO  MAINTAIN  SUFFICIENT  RESERVES  FOR

OPERATING EXPENSES, THE PARTNERSHIP HAS TOOK  OUT  A  LOAN  IN  THE  AMOUNT  OF

$505,000.   THE  AMOUNT  BORROWED  WAS  DETERMINED  BY ESTIMATING THE AMOUNT OF

OPERATING RESERVES REQUIRED BY THE PARTNERSHIP FOR A PERIOD OF THREE YEARS WITH

A CONSERVATIVE ASSUMPTION THAT NO PROPERTIES WOULD BE  SOLD  DURING  THAT TIME.

THE  CAREFREE  PROPERTIES WERE SOLD ON APRIL 12, 1994 TO PAY OFF THIS DEBT  AND


                                     - 7 -


<PAGE>
PROVIDE OPERATING FUNDS.



                                  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 THEREUNTO DULY AUTHORIZED.


TPI LAND INVESTORS II LIMITED PARTNERSHIP




BY:  /s/ HERVE J. R. TESSIER
     ---------------------------------
     HERVE J. R. TESSIER


DATE: SEPTEMBER 30, 2004















                                     - 8 -