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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549


FORM 10-Q


(Mark one)

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



|                                              |  | 
|--------------------------------------------- |  | 
|For the quarterly period ended June 30, 2002.

OR



|  |                                                                                             
|- | --------------------------------------------------------------------------------------------
|o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934

For the transition period from

to
 .

Commission file no. 0-16190

DEL TACO RESTAURANT PROPERTIES II

a California limited partnership


(Exact name of registrant as specified in its
charter)


|                                                                   |  |                                            
|------------------------------------------------------------------ |  | -------------------------------------------
|                                                                  
|                                                                  
|                                                                  
|                                                                  
|California                                                         |  | 33-0064245                                 
|(State or other jurisdiction of
    incorporation or organization) |  | (I.R.S. Employer
    Identification Number)
|                                                                  
|25521 Commercentre Drive, Lake Forest,
    California              |  | 92630                                      
|(Address of principal executive
    offices)                       |  | (Zip Code)                                 

(949) 462-9300

(Registrants telephone number, including
area code)


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 o



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TABLE OF CONTENTS



|                           |                                                                                               |                               |  |  |  |  |  | 
|-------------------------- | --------------------------------------------------------------------------------------------- | ----------------------------- |  |  |  |  |  | 
|                           |                                                                                               | BALANCE SHEETS               
|                           |                                                                                               | STATEMENTS OF INCOME         
|                           |                                                                                               | STATEMENTS OF CASH FLOWS     
|                           |                                                                                               | NOTES TO FINANCIAL STATEMENTS
|                           | Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
|PART II. OTHER INFORMATION
|                           | Item 6. Exhibits and Reports on Form 8-K                                                     
|SIGNATURE                 
|Exhibit Index             
|EXHIBIT 99.1              



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INDEX

DEL TACO RESTAURANT PROPERTIES II

|                                                                                              |  |             |    | 
|--------------------------------------------------------------------------------------------- |  | ----------- | -- | 
|                                                                                              |  | PAGE NUMBER
|                                                                                              |  |            
|PART I. FINANCIAL INFORMATION                                                                 |  |             |    | 
|Item 1. Financial Statements and Supplementary Data                                           |  |             |    | 
|Balance Sheets at June 30, 2002 and
December 31, 2001 (Unaudited)                             |  |             | 3  | 
|Statements of Income for the three and six months ended
June 30, 2002 and 2001 (Unaudited)    |  |             | 4  | 
|Statements of Cash Flows for the six months ended
June 30, 2002 and 2001 (Unaudited)          |  |             | 5  | 
|Notes to Financial Statements                                                                 |  |             | 6  | 
|Item 2. Managements Discussion and Analysis of
Financial Condition and Results of Operations |  |             | 8  | 
|PART II. OTHER INFORMATION                                                                    |  |             |    | 
|Item 6. Exhibits and Reports on Form 8-K                                                      |  |             | 10 | 
|SIGNATURE                                                                                     |  |             | 11 | 

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DEL TACO RESTAURANT PROPERTIES II

BALANCE SHEETS

(Unaudited)

|                                 |                                 |                           |           |           |         |              |           |           |         | 
|-------------------------------- | ------------------------------- | ------------------------- | --------- | --------- | ------- | ------------ | --------- | --------- | ------- | 
|                                 |                                 |                           |           | June 30,  |         | December 31,
|                                 |                                 |                           |           | 2002      |         | 2001        
|                                 |                                 |                           |           |           |         |             
|ASSETS                          
|CURRENT ASSETS:                  |                                 |                           |           |           |         |              |           |          
|                                 | Cash                            |                           | $         | 159,090   |         |              | $         | 165,411   |        
|                                 | Receivable from General Partner |                           |           | 51,541    |         |              |           | 49,549    |        
|                                 | Deposits                        |                           |           | 1,000     |         |              |           | 1,000     |        
|                                 |                                 |                           |           |           |         |              |           |          
|                                 |                                 | Total current assets      |           |           | 211,631 |              |           |           | 215,960 | 
|                                 |                                 |                           |           |           |         |              |           |          
|PROPERTY AND EQUIPMENT, at cost: |                                 |                           |           |           |         |              |           |          
|                                 | Land and improvements           |                           |           | 1,806,006 |         |              |           | 1,806,006 |        
|                                 | Buildings and improvements      |                           |           | 1,238,879 |         |              |           | 1,238,879 |        
|                                 | Machinery and equipment         |                           |           | 898,950   |         |              |           | 898,950   |        
|                                 |                                 |                           |           |           |         |              |           |          
|                                 |                                 |                           | 3,943,835 |           |         |              | 3,943,835 |          
|                                 | Less  accumulated depreciation |                           |           | 1,734,081 |         |              |           | 1,706,991 |        
|                                 |                                 |                           |           |           |         |              |           |          
|                                 |                                 |                           | 2,209,754 |           |         |              | 2,236,844 |          
|                                 |                                 |                           |           |           |         |              |           |          
|                                 |                                 | $                         | 2,421,385 |           |         | $            | 2,452,804 |          
|                                 |                                 |                           |           |           |         |              |           |          
|LIABILITIES AND PARTNERS EQUITY
|CURRENT LIABILITIES:             |                                 |                           |           |           |         |              |           |          
|                                 | Payable to Limited Partners     |                           | $         | 23,724    |         |              | $         | 20,938    |        
|                                 | Accounts payable                |                           |           | 5,726     |         |              |           | 11,568    |        
|                                 |                                 |                           |           |           |         |              |           |          
|                                 |                                 | Total current liabilities |           |           | 29,450  |              |           |           | 32,506  | 
|                                 |                                 |                           |           |           |         |              |           |          
|PARTNERS EQUITY:                |                                 |                           |           |           |         |              |           |          
|                                 | Limited Partners                |                           |           | 2,417,066 |         |              |           | 2,445,145 |        
|                                 | General Partner-Del Taco, Inc.  |                           |           | (25,131   | )       |              |           | (24,847   | )      
|                                 |                                 |                           |           |           |         |              |           |          
|                                 |                                 |                           | 2,391,935 |           |         |              | 2,420,298 |          
|                                 |                                 |                           |           |           |         |              |           |          
|                                 |                                 | $                         | 2,421,385 |           |         | $            | 2,452,804 |          
|                                 |                                 |                           |           |           |         |              |           |          

The accompanying notes are an integral part of these financial statements.

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DEL TACO RESTAURANT PROPERTIES II

STATEMENTS OF INCOME

(Unaudited)

|          |                                         |            |         |                    |         |                  |         |         |         |      |         |         |         |  |         |         |         | 
|--------- | --------------------------------------- | ---------- | ------- | ------------------ | ------- | ---------------- | ------- | ------- | ------- | ---- | ------- | ------- | ------- |  | ------- | ------- | ------- | 
|          |                                         |            |         | Three Months Ended |         | Six Months Ended
|          |                                         |            |         | June 30,           |         | June 30,        
|          |                                         |            |         |                    |         |                 
|          |                                         |            |         | 2002               |         | 2001             |         | 2002    |         | 2001
|          |                                         |            |         |                    |         |                  |         |         |         |     
|REVENUES: |                                         |            |         |                    |         |                  |         |         |         |      |         |         |         |  |         |        
|          | Rent                                    |            | $       | 154,605            |         |                  | $       | 143,858 |         |      | $       | 297,852 |         |  | $       | 279,137 |        
|          | Interest                                |            |         | 439                |         |                  |         | 850     |         |      |         | 1,018   |         |  |         | 2,340   |        
|          | Other                                   |            |         | 75                 |         |                  |         | 250     |         |      |         | 675     |         |  |         | 650     |        
|          |                                         |            |         |                    |         |                  |         |         |         |      |         |         |         |  |         |        
|          |                                         |            | 155,119 |                    |         |                  | 144,958 |         |         |      | 299,545 |         |         |  | 282,127 |        
|          |                                         |            |         |                    |         |                  |         |         |         |      |         |         |         |  |         |        
|EXPENSES: |                                         |            |         |                    |         |                  |         |         |         |      |         |         |         |  |         |        
|          | General and administrative              |            |         | 15,574             |         |                  |         | 13,106  |         |      |         | 40,625  |         |  |         | 36,409  |        
|          | Depreciation                            |            |         | 13,545             |         |                  |         | 13,545  |         |      |         | 27,090  |         |  |         | 27,090  |        
|          |                                         |            |         |                    |         |                  |         |         |         |      |         |         |         |  |         |        
|          |                                         |            | 29,119  |                    |         |                  | 26,651  |         |         |      | 67,715  |         |         |  | 63,499  |        
|          |                                         |            |         |                    |         |                  |         |         |         |      |         |         |         |  |         |        
|          |                                         | Net income |         | $                  | 126,000 |                  |         | $       | 118,307 |      |         | $       | 231,830 |  |         | $       | 218,628 | 
|          |                                         |            |         |                    |         |                  |         |         |         |      |         |         |         |  |         |        
|          | Net income per limited
partnership unit |            | $       | 4.62               |         |                  | $       | 4.34    |         |      | $       | 8.50    |         |  | $       | 8.01    |        
|          |                                         |            |         |                    |         |                  |         |         |         |      |         |         |         |  |         |        

The accompanying notes are an integral part of these financial statements.

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DEL TACO RESTAURANT PROPERTIES II

STATEMENTS OF CASH FLOWS

(Unaudited)

|                                                                                  |                                                                         |                                           |          |                  |         |      |          |        |         | 
|--------------------------------------------------------------------------------- | ----------------------------------------------------------------------- | ----------------------------------------- | -------- | ---------------- | ------- | ---- | -------- | ------ | ------- | 
|                                                                                  |                                                                         |                                           |          | Six Months Ended
|                                                                                  |                                                                         |                                           |          | June 30,        
|                                                                                  |                                                                         |                                           |          |                 
|                                                                                  |                                                                         |                                           |          | 2002             |         | 2001
|                                                                                  |                                                                         |                                           |          |                  |         |     
|CASH FLOWS FROM OPERATING ACTIVITIES:                                             |                                                                         |                                           |          |                  |         |      |          |       
|Net income                                                                        |                                                                         | $                                         | 231,830  |                  |         | $    | 218,628  |       
|Adjustments to reconcile net income to net
cash provided by operating activities: |                                                                         |                                           |          |                  |         |      |          |       
|                                                                                  | Depreciation                                                            |                                           |          | 27,090           |         |      |          | 27,090 |        
|                                                                                  | Increase in receivable from General Partner                             |                                           |          | (1,992           | )       |      |          | (1,721 | )      
|                                                                                  | Decrease in deposits                                                    |                                           |          |                 |         |      |          | 414    |        
|                                                                                  | (Decrease) increase in accounts payable and payable
to limited partners |                                           |          | (3,056           | )       |      |          | 4,953  |        
|                                                                                  |                                                                         |                                           |          |                  |         |      |          |       
|                                                                                  |                                                                         | Net cash provided by operating activities |          |                  | 253,872 |      |          |        | 249,364 | 
|CASH FLOWS FROM FINANCING ACTIVITIES:                                             |                                                                         |                                           |          |                  |         |      |          |       
|Cash distributions to partners                                                    |                                                                         |                                           | (260,193 | )                |         |      | (249,117 | )     
|                                                                                  |                                                                         |                                           |          |                  |         |      |          |       
|Net (decrease) increase in cash                                                   |                                                                         |                                           | (6,321   | )                |         |      | 247      |       
|Beginning cash balance                                                            |                                                                         |                                           | 165,411  |                  |         |      | 151,501  |       
|                                                                                  |                                                                         |                                           |          |                  |         |      |          |       
|Ending cash balance                                                               |                                                                         | $                                         | 159,090  |                  |         | $    | 151,748  |       
|                                                                                  |                                                                         |                                           |          |                  |         |      |          |       

The accompanying notes are an integral part of these financial statements.

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DEL TACO RESTAURANT PROPERTIES II

NOTES TO FINANCIAL STATEMENTS

JUNE 30, 2002

NOTE 1  BASIS OF PRESENTATION

The accompanying unaudited financial statements have been prepared in
accordance with generally accepted accounting principles for interim financial
information and with the instructions to Form 10-Q and Article 10 of Regulation
S-X. Accordingly, they do not include all of the information and footnotes
required by generally accepted accounting principles for complete financial
statements and should therefore be read in conjunction with the financial
statements and notes thereto contained in the partnerships annual report on
Form 10-K for the year ended December 31, 2001. In the opinion of management,
all adjustments (consisting of normal recurring accruals) necessary to present
fairly the partnerships financial position at June 30, 2002, the results of
operations and cash flows for the six month periods ended June 30, 2002 and
2001 have been included. Operating results for the three and six months ended
June 30, 2002 are not necessarily indicative of the results that may be
expected for the year ending December 31, 2002.

NOTE 2  NET INCOME PER LIMITED PARTNERSHIP UNIT

Net income per limited partnership unit is based upon the weighted average
number of units outstanding during the periods presented which amounted to
27,006 in 2002 and 2001.

Pursuant to the partnership agreement, annual partnership income or loss is
allocated one percent to the General Partner and 99 percent to the limited
partners. Partnership gains from any sale or refinancing will be allocated one
percent to the General Partner and 99 percent to the limited partners until
allocated gains and profits equal losses, distributions and syndication costs
previously allocated. Additional gains will be allocated 15 percent to the
General Partner and 85 percent to the limited partners.

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DEL TACO RESTAURANT PROPERTIES II

NOTES TO FINANCIAL STATEMENTS  CONTINUED

JUNE 30, 2002

NOTE 3  LEASING ACTIVITIES

The partnership leases certain properties for operation of restaurants to Del
Taco, Inc. (Del Taco) on a triple net basis. The leases are for terms of 35
years commencing with the completion of the restaurant facility located on each
property and require monthly rentals equal to 12 percent of the gross sales of
the restaurants. The leases terminate in the years 2021 to 2022. There is no
minimum rental under any of the leases.

For the three months ended June 30, 2002, the five restaurants operated by Del
Taco, for which the partnership is the lessor, had combined, unaudited sales of
$1,288,374 and net income of $97,003 as compared to $1,198,818 and $95,984,
respectively, for the corresponding period in 2001. Net income by restaurant
includes charges for general and administrative expenses incurred in connection
with supervision of restaurant operations and interest expense.

For the six months ended June 30, 2002, the five restaurants operated by Del
Taco, for which the partnership is the lessor, had combined, unaudited sales of
$2,482,101 and net income of $190,476 as compared to $2,326,141 and $173,622,
respectively, for the corresponding period in 2001.

NOTE 4  TRANSACTIONS WITH DEL TACO

The receivable from General Partner consists primarily of rent accrued for the
month of June. The June rent was collected on July 15, 2002.

Del Taco, Inc. serves in the capacity of general partner in other partnerships
which are engaged in the business of operating restaurants and three other
partnerships which were formed for the purpose of acquiring real property in
California for construction of Mexican-American restaurants for lease under
long-term agreements to Del Taco, Inc. for operation under the Del Taco trade
name.

In addition, see Note 5 with respect to certain distributions to the General
Partner.

NOTE 5  DISTRIBUTIONS

On July 22, 2002, a distribution to the limited partners of $129,063 or
approximately $4.78 per limited partnership unit, was approved. Such
distribution was paid on July 29, 2002. The General Partner also received a
distribution of $1,304 with respect to its 1% partnership interest.

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Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations

Liquidity and Capital Resources

The partnership offered limited partnership units for sale between September
1984 and December 1985. 15% of the $6.751 million raised through sale of
limited partnership units was used to pay commissions to brokers and to
reimburse the General Partner for offering costs incurred. Approximately $5.6
million of the remaining funds were used to acquire sites and build seven
restaurants. Two restaurants were sold in 1994.

The five restaurants leased to Del Taco make up almost all of the income
producing assets of the partnership. Therefore, the business of the
partnership is almost entirely dependent on the success of the Del Taco trade
name restaurants that lease the properties. The success of the restaurants is
dependent on a large variety of factors, including, but not limited to,
consumer demand and preference for fast food, in general, and for
Mexican-American food in particular.

Results of Operations

The partnership owned seven properties that were under long-term lease to Del
Taco for restaurant operations. Two restaurants were sold in 1994 and five are
currently operating.

The following table sets forth rental revenue earned by restaurant for the
year:

|                                           |       |   |                    |         |                  |   |        |         |      |   |        |         |  |   |        |         | 
|------------------------------------------ | ----- | - | ------------------ | ------- | ---------------- | - | ------ | ------- | ---- | - | ------ | ------- |  | - | ------ | ------- | 
|                                           |       |   | Three Months Ended |         | Six Months Ended
|                                           |       |   | June 30,           |         | June 30,        
|                                           |       |   |                    |         |                 
|                                           |       |   | 2002               |         | 2001             |   | 2002   |         | 2001
|                                           |       |   |                    |         |                  |   |        |         |     
|Bear Valley Rd., Victorville, CA           |       | $ | 26,991             |         |                  | $ | 26,245 |         |      | $ | 51,876 |         |  | $ | 49,219 |        
|West Valley Blvd., Colton, CA              |       |   | 36,240             |         |                  |   | 34,072 |         |      |   | 69,986 |         |  |   | 66,947 |        
|Palmdale Blvd., Palmdale, CA               |       |   | 21,039             |         |                  |   | 22,259 |         |      |   | 41,563 |         |  |   | 43,764 |        
|DeAnza Country Shopping Center,
Pedley, CA |       |   | 27,632             |         |                  |   | 22,649 |         |      |   | 51,969 |         |  |   | 44,138 |        
|Varner Road, Thousand Palms, CA            |       |   | 42,703             |         |                  |   | 38,633 |         |      |   | 82,458 |         |  |   | 75,069 |        
|                                           |       |   |                    |         |                  |   |        |         |      |   |        |         |  |   |        |        
|                                           | Total |   | $                  | 154,605 |                  |   | $      | 143,858 |      |   | $      | 297,852 |  |   | $      | 279,137 | 
|                                           |       |   |                    |         |                  |   |        |         |      |   |        |         |  |   |        |        

The partnership receives rental revenues equal to 12 percent of gross sales
from the restaurants. The partnership earned rental revenue of $154,605 during
the three month period ended June 30, 2002, which represents an increase of
$10,747 from 2001. The partnership earned rental revenue of $297,852 during
the six month period ended June 30, 2002, which represents an increase of
$18,715 from 2001. The changes in rental revenue between 2001 and 2002 are
directly attributable to changes in sales levels at the restaurants under
lease.

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Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations  continued

The following table breaks down general and administrative expenses by type of
expense:

|                                                |  |                                  |        |      |  |  |        |  
|----------------------------------------------- |  | -------------------------------- | ------ | ---- |  |  | ------ | -
|                                                |  | Percentage of Total             
|                                                |  | General & Administrative Expense
|                                                |  |                                 
|                                                |  | Six Months Ended                
|                                                |  | June 30,                        
|                                                |  |                                 
|                                                |  | 2002                             |        | 2001
|                                                |  |                                  |        |     
|Accounting fees                                 |  |                                  | 66.07  | %    |  |  | 66.59  | %
|Distribution of information
to Limited Partners |  |                                  | 33.93  |      |  |  | 33.41  |  
|                                                |  |                                  |        |      |  |  |        |  
|                                                |  |                                  | 100.00 | %    |  |  | 100.00 | %
|                                                |  |                                  |        |      |  |  |        |  

General and administrative costs for the six month period ended June 30,
increased from 2001 to 2002 due to increased costs for income tax preparation,
annual audit fees and costs associated with leasing software.

For the three month period ended June 30, 2002, net income increased by $7,693
from 2001 to 2002 due to the increase in revenues of $10,161 which was
partially offset by the $2,468 increase in general and administrative expenses.
For the six month period ended June 30, 2002, net income increased by $13,202
from 2001 to 2002 due to an increase in revenues of $17,418 which was partially
offset by an $4,216 increase in general and administrative expenses.

In August 2001, the FASB issued SFAS No. 144, Accounting for the Impairment or
Disposal of Long-Lived Assets. SFAS No. 144 supersedes SFAS No. 121 and the
accounting and reporting provisions of Accounting Principles Board Opinion No.
30. It addresses financial accounting and reporting for the impairment of
long-lived assets to be disposed of. SFAS No. 144 is effective for fiscal
years beginning after December 15, 2001. Management adopted SFAS No. 144 on
January 1, 2002. The adoption of SFAS No. 144 did not have a material impact
on the Companys results of operations or financial condition.

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PART II. OTHER INFORMATION




Item 6. Exhibits and Reports on Form 8-K



| | (a) |  | Exhibits
| | --- |  | --------

|     |  |                                                                        
|---- |  | -----------------------------------------------------------------------
|99.1 |  | Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002



| | (b) |  | Reports                                                                                                                                                                                        
| | --- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |     |  | No reports on Form 8-K were filed during the six months ended June
30, 2002. However, a Form 8-K was filed on July 31, 2002 to note
a change in registrants independent certifying accountant.

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SIGNATURE

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.

|                      |                                                                                                               
|--------------------- | --------------------------------------------------------------------------------------------------------------
|                      | DEL TACO RESTAURANT PROPERTIES II
(a California limited partnership)
Registrant
Del Taco, Inc.
General Partner
|                     
|Date: August 14, 2002 | /s/ Robert J. Terrano                                                                                         
|                      |                                                                                                               
|                      | Robert J. Terrano
Executive Vice President,
Chief Financial Officer                                           

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EXHIBIT INDEX

|        |  |                                                                        
|------- |  | -----------------------------------------------------------------------
|Exhibit |  | Description                                                            
|        |  |                                                                        
|99.1    |  | Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002