<PAGE>   1
                                  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 September 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 September 30, 1997 and December 31, 1996,

Statements of Income for the Three and Nine Months ended September 30, 1997 and
1996,

Statements of Cash Flows for the Nine Months ended September 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 September 30, 1997 and the results of its operations, changes
in partners' equity, and cash flows for the periods then ended.




<PAGE>   3

                           TMP INLAND EMPIRE II, LTD.
                        A California Limited Partnership

                                 Balance Sheets


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

Cash                                             $     5,043       $    23,477
Investment In Unimproved Land                      1,019,425         1,000,000
                                                 -----------       -----------

           Total Assets                          $ 1,024,468       $ 1,023,477
                                                 ===========       ===========

Liabilities and Partners Capital

Accounts Payable and Accrued
Liabilities                                      $     1,935       $       362
Commission Payable                                    90,000            90,000
Franchise Tax Payable                                      0               800
                                                 -----------       -----------

           Total Liabilities                          91,935            91,162

Partners' Capital

           General Partners                          (55,257)          (55,259)
           Limited Partners 7,250 equity
           units authorized and outstanding          987,790           987,574
                                                 -----------       -----------

           Total Partners Capital                    932,533           932,315

Total Liablilities and                           $ 1,024,468       $ 1,023,477
                                                 ===========       ===========
Partners' Capital
</TABLE>




<PAGE>   4

                           TMP INLAND EMPIRE II, LTD.
                        A California Limited Partnership

                              Statements of Income
                                   (Unaudited)


<TABLE>
<CAPTION>
                                     Three Months Ended    Nine Months Ended
                                     ------------------    ------------------
                                     Sept 30    Sept 30    Sept 30    Sept 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             $  37      $ 170      $ 218      $ 585
                                      -----      -----      -----      -----

Amortization                          $   0      $  77      $   0      $ 677
                                      -----      -----      -----      -----

      Net Income                      $  37      $  93      $ 218      ($ 92)
                                      -----      -----      -----      -----

Allocation of Net Income Loss)
(Note 2)

      General Partners                $   0      $   1      $   2      ($  1)

      Limited Partners                $  36      $  92      $ 216      ($ 91)

      Limited Partners, per unit      $0.01      $0.01      $0.03      ($0.01)
</TABLE>



<PAGE>   5

                           TMP INLAND EMPIRE II, LTD.
                        A California Limited Partnership

                             Statement of Cash Flows
                                   (Unaudited)


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

Net Income (Loss)                               $    218       $    (92)

Add Non-Cash Items:
Amortization                                           0            677

Changes In:
      Accounts Payable                              (773)          (972)
      Commissions Payable                              0              0

            Net Cash Provided by (Used In)
            Operating Activities                     991          1,557

Investing Activities:

Investment in Land
      Net Cash Provided by (Used In)
      Investing Activities                       (19,425)       (25,281)

Financing Activities
      Net Cash Provided by (Used In)                   0              0
      Financing Activities

Increase (Decrease) In Cash                     $(18,434)      $(23,724)
                                                --------       --------

Beginning Cash                                  $ 23,477       $ 51,759

Ending Cash                                     $  5,043       $ 28,035
                                                --------       --------
</TABLE>




<PAGE>   6

                            TMP INLAND EMPIRE II, LTD
                        a California Limited Partnership

                        Notes to the Financial Statements
                  For the Nine Months Ended September 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. These organization cost have been completely
amortized as of 1996.

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




<PAGE>   7

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


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

Partnership revenues during the three month periods ended September 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 nine months ended September 30, 1997 and 1996 used
approximately $18,000 and $24,000, respectively, most of which was used to pay
development and carrying costs of the land held for investment.

 The Partnership had one property at September 30, 1997 that is being held for
appreciation and resale. Upon the sale of the property, 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 $5,043 as of September 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.


<PAGE>   8

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:  November 18, 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:  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