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 Year Ended March 31, 2002, 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>


                          TPI Land Investors II, Ltd.
                                 Balance Sheet
                              As of March 31, 2002


                                                               Mar 31, 02
                                                              ------------
ASSETS
  Current Assets
    Checking/Savings
      Checking-Bank One 09544856                                  3,511.81
      Savings-BankOne 43980272                                  236,761.51
                                                              ------------
    Total Checking/Savings                                      240,273.32

    Other Current Assets
      Accounts Receivable                                         3,000.00
      Loan to TPI IV-CG Properties                              700,000.00
      N/R General Partners                                       70,213.53
      Other Contributions Receivable                                175.00
                                                              ------------
    Total Other Current Assets                                  773,388.53
                                                              ------------

  Total Current Assets                                        1,013,661.85

  Fixed Assets
    Land-91st Avenue                                          1,382,687.87
    Land-Falcon                                                  76,618.81
    Land-Tolleson                                               857,730.09
    Land Acquisition - CG Medical C                               5,927.67
    Office Furniture                                                170.98
                                                              ------------
  Total Fixed Assets                                          2,323,135.42

  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                                                  4,165,220.53
                                                              ============

<PAGE>


                          TPI Land Investors II, Ltd.
                                 Balance Sheet
                              As of March 31, 2002


                                                               Mar 31, 02
                                                              ------------

LIABILITIES & EQUITY
  Liabilities
    Current Liabilities
      Other Current Liabilities
        Commission Payable-TPI                                   14,785.22
        Distributions Payable -1996                               2,550.00
        Distributions Payable 1999                               16,140.00
                                                              ------------
      Total Other Current Liabilities                            33,475.22
                                                              ------------

    Total Current Liabilities                                    33,475.22
                                                              ------------

  Total Liabilities                                              33,475.22

  Equity
    Distribution-1987                                          -143,292.93
    Distribution-1988                                        -1,074,396.97
    Distribution-1996                                          -354,450.00
    DISTRIBUTION 1999                                          -567,280.00
    Partner Contribution                                      7,162,646.46
    Previous Retained Earnings                                 -865,455.97
    Net Income                                                  -26,025.28
                                                              ------------
  Total Equity                                                4,131,745.31
                                                              ------------

TOTAL LIABILITIES & EQUITY                                    4,165,220.53
                                                              ============

<PAGE>


                   TPI LAND INVESTORS II LIMITED PARTNERSHIP
                   -----------------------------------------

                         NOTES TO FINANCIAL STATEMENTS
                         -----------------------------

                                March 31, 2002
                                --------------


 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.
            However, if not terminated prior to March 31, 2011, the Partnership
            shall cease to exist at that date.


            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.


<PAGE>

                   TPI LAND INVESTORS II LIMITED PARTNERSHIP
                   -----------------------------------------

                         NOTES TO FINANCIAL STATEMENTS
                         -----------------------------

                                March 31, 2002
                                --------------


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%)


<PAGE>

            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.

<PAGE>


NOTE 2.     LAND
            ----

            Cost incurred by the Partnership  for  acquisition  of  land  as of
            March 31, 2002 are as follows:


            Casa Grande Medical Center           $    5,928.

            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                   $1,923,154***

            Avondale                             $  329,253****

            Tolleson                             $  857,730
                                                 --------------

                                                 $5,464,490.00
                                                 --------------

            Less properties sold                 (3,142,425.00)
                                                 ==============
                                                 $2,322,065.00



            *     SOLD ON 04/12/94 FOR $995,000

            **    SOLD 1.17 OF 5.54 ACRES ON 06/29/95 FOR $163,415
                  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 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
<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 install-ments.  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


<PAGE>

                   TPI LAND INVESTORS II LIMITED PARTNERSHIP
                   -----------------------------------------

                         NOTES TO FINANCIAL STATEMENTS
                         -----------------------------

                                March 31, 2002
                                --------------


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. can not 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  April,  1997, TPI II loaned the sum of $310,000 to TPI
            Land Development IV L.P. and received a first trust deed to TPI
            IV's real estate property as collateral. An additional $20,000
            was loaned to TPI IV during February,1998 as part of this note.
            An additional $370,000 was loaned to TPI IV during April and
            September 2000 as part of this note.

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

            Partners' capital contributions received and
            subscribed as of March 31, 2002 are as follows:

Limited partners contributions (14,186 units)                      $ 7,091,000
General partners contribution (1%)                                      71,646
                                                                     ----------
Total contribution                                                   7,162,646
Prior years profit (loss)                                          (865,456.00)
Net Income                                                          (26,025.00)

<PAGE>


Distribution to partners 1987                                      (143,293.00)
Distribution to partners 1988                                    (1,074,397.00)
Distribution to partners 1996                                      (354,450.00)
Distribution to Partners 1999                                      (567,040.00)
                                                                   ------------
      Partner's capital                                         $ 4,131,745.00
                                                                ===============


<PAGE>

                  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
provide operating funds.

<PAGE>


                                  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: 4/23/02
      -------