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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM 10-Q

                Quarterly Report Pursuant to Section 13 or 15(d)
                                       of
                       The Securities Exchange Act of 1934

                  for the Quarterly Period ended June 30, 1997


                           Commission File No. 0-19963


                           TMP INLAND EMPIRE II, LTD.
                        A CALIFORNIA LIMITED PARTNERSHIP
             (Exact name of registrant as specified in its charter)


          CALIFORNIA                                    33-0311624
(State or other jurisdiction                (I.R.S. Employer Identification No.)
of incorporation or organization)

801 North Parkcenter Drive, Suite 235                   92705
Santa Ana, California                                (Zip Code)
(Address of principal executive office)

                                 (714) 836-5503
              (Registrant's telephone number, including area code)

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

Indicate by check mark whether Registrant has [1] 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 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 [ ]




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PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements

The following financial statements are filed as a part of this Form 10-Q:

Balance Sheets as of June 30, 1997 and December 31, 1996,

Statements of Income for the Three and Six Months ended June 30, 1997 and 1996,

Statements of Cash Flows for the Six Months ended June 30, 1997, and 1996.

The accompanying unaudited interim financial statements include all adjustments
(consisting solely of normal recurring adjustments) which are, in the opinion of
management, necessary to fairly present the financial position of the
Partnership as of June 30, 1997 and the results of its operations, changes in
partners' equity, and cash flows for the periods then ended.




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                           TMP INLAND EMPIRE II, LTD.
                        a California Limited Partnership


                                 Balance Sheets


<TABLE>
<CAPTION>
                                             June 30,          December 31,
                                               1997               1996
<S>                                         <C>                <C>
Assets

Cash                                        $     7,839        $    23,477
Investment in Unimproved Land                 1,014,919          1,000,000
Organizational Costs, Net                             0                  0
                                            -----------        -----------
     Total Assets                             1,022,758          1,023,477
                                            ===========        ===========


Liabilities and Partners Capital

Accounts Payable and Accrued
Liabilities                                         262              1,162
Commission Payable                               90,000             90,000
                                            -----------        -----------

     Total Liabilities                           90,262             91,162

Partners' Capital

     General Partners                           (55,257)           (55,259)
     Limited Partners 7,250 equity
     units authorized and outstanding           987,753            987,574
                                            -----------        -----------

     Total Partners Capital                     932,496            932,315

Total Liabilities and
Partners' Capital                           $ 1,022,758        $ 1,023,477
                                            ===========        ===========
</TABLE>


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                           TMP INLAND EMPIRE II, LTD.
                        a California Limited Partnership

                              Statements of Income


<TABLE>
<CAPTION>
                               Three Months Ended      Six Months Ended
                               June 30   June 30      June 30    June 30
                                1997      1996         1997       1996
<S>                             <C>       <C>          <C>        <C>
Land Sales                      $ 0       $   0        $  0       $   0

Cost of Land Sales                0           0           0           0

  Gross Profit                    0           0           0           0

Interest and Other Income        64          53         181         415

General and Admin 
Expense                           0        (353)          0         600

  Net Income                    $64       $(406)       $181       $(185)

Allocation of Net Income (Loss) (Note 2)

     General Partners           $ 1       $  (4)       $  2       $  (2)

     Limited Partners            63        (402)        179        (183)

     L.P. (Per Unit)           0.01       (0.06)       0.02       (0.03)
</TABLE>



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                           TMP INLAND EMPIRE II, LTD.
                        a California Limited Partnership

                             Statement of Cash Flows


<TABLE>
<CAPTION>
                                            Six Months          Six Months
                                              Ended               Ended
                                           June 30,1997        June 30, 1996
                                             --------            --------
<S>                                          <C>                 <C>
Operating Activities:

Net Income:                                  $    181            $   (185)

Add Non-Cash Items:
Amortization                                      600

Changes In:

  Prepaid Assets                                   --                  --
  Accounts Payable                               (899)               (439)
  Commissions Payable                              --                  --

     Net Cash (Used In)
     Operating Activities                        (718)                (24)


Investing Activities:

Investment in Land                            (14,919)            (22,523)
                                             --------            --------
  Net Cash (Used In)
 Investing Activities                         (14,919)            (22,523)
                                             --------            --------


(Decrease) in Cash                            (15,637)            (22,547)
                                             --------            --------

Beginning Cash                                 23,477              51,759

Ending Cash                                  $  7,839            $ 29,212
                                             ========            ========
</TABLE>




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                            TMP INLAND EMPIRE II, LTD
                        a California Limited Partnership

                        Notes to the Financial Statements
                     For the Six Months Ended June 30, 1997
                                   (Unaudited)


NOTE 1 - Summary of Significant Accounting Policies

Accounting Method - TMP Inland Empire II, Ltd. (the Partnership) prepares its
financial statements on the accrual basis of accounting.

Organization Costs - Organization costs include expenses incurred in the
formation of the Partnership that have been capitalized and that have been
amortized over a period of 40 years prior to 1992 and are being amortized over
five years beginning in 1992.

Investment in Unimproved Land - The Partnership's land is stated at the lower of
actual cost or market value, based on specific identification. All costs
associated with the acquisition of a property are capitalized. In addition, the
Partnership capitalizes all carrying costs.

Income Taxes - The entity is treated as a partnership for income tax purposes
and any income or loss is passed through and taxable at the partner level.
Accordingly, no provision for federal income taxes is provided.


NOTE 2 - Allocation of Profits, Losses and Cash Distributions

Profits, losses, and cash distributions are allocated 99 percent to the limited
partners and one percent to the general partners until the limited partners have
received an amount equal to their capital contributions plus a cumulative,
non-compounded return of six percent per annum based on their adjusted capital
account balances. At that point, remaining profits, losses and cash
distributions are allocated 85 percent to the limited partners and 15 percent to
the general partners.

As of June 30, 1997 and 1996, profits, losses and cash distributions were
allocated 99 percent to the limited partners and one percent to the general
partners.


NOTE 3 - Commissions Payable

As of June 30, 1997 and 1996, the Partnership had a payable to a related party
for services rendered relating to sales of properties prior to 1990.




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                           TMP INLAND EMPIRE II, LTD.
                        a California Limited Partnership
                     For the Six Months Ended June 30, 1997


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

Partnership revenues during the three month periods ended June 30, 1997 and 1996
consisted primarily of interest earned on funds held in reserve. No properties
were sold during the periods presented.

Investing activities for the Six Months ended June 30, 1997 and 1996 used
approximately $15,000 and $22,000, respectively, most of which was used to pay
development and carrying costs of the land held for investment.

The Partnership had one property at June 30, 1997 that is being held for
appreciation and resale. Upon the property sale, the Partnership intends to
distribute the sales proceeds, less any reserves needed for winding up
partnership operations, to the partners.

Management believes that cash reserves of $7,839 as of June 30, 1997 are
insufficient to meet the anticipated cash requirements of the Partnership for
the next twelve months. If the Partnership is unable to sell the remaining
parcel of land, the Partnership can obtain a loan secured by the land or
withhold payment of certain expenses such as property taxes or expense
reimbursements to the general partners.


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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.

Date:  August 10, 1997

                                   TMP INLAND EMPIRE II, LTD.
                                   a California Limited Partnership


                                   By: TMP Investments, Inc., as General Partner

                                       By: /s/ WILLIAM O. PASSO
                                           -------------------------------------
                                           William O. Passo, President

                                       By: /s/ ANTHONY W. THOMPSON
                                           -------------------------------------
                                           Anthony W. Thompson, Exec. V.P.

                                       By: /s/ MICHAEL SUN
                                           -------------------------------------
                                           Michael Sun, Chief Financial Officer

                                   By: TMP Properties, a California General
                                       Partnership as General Partner

                                       By: /s/ WILLIAM O. PASSO
                                           -------------------------------------
                                           William O. Passo, General Partner

                                       By: /s/ ANTHONY W. THOMPSON
                                           -------------------------------------
                                           Anthony W. Thompson, General Partner

                                       By: /s/ SCOTT E. McDANIEL
                                           -------------------------------------
                                           Scott E. McDaniel