U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

FORM 10-QSB

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

For the Quarterly Period Ended September 30, 2001
                           Commission File No. 0-19963

TMP INLAND EMPIRE II, LTD.
                        A CALIFORNIA LIMITED PARTNERSHIP
          (Name of small business issuer 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
                           Santa Ana, California 92705
         (Address of principal executive offices, including Zip Code)

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

Check whether the issuer
[1] filed all reports required to be filed by Section 13 or 15(d) of the
Exchange Act during the past 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 [ ]

Transitional Small Business Disclosure Format: ____Yes__X__No

PART I - FINANCIAL INFORMATION

Item 1.    Financial Statements

The following Financial Statements are filed as a part of this form 10-QSB:

| | Balance
Sheets as of September 30, 2001 and December 31, 2000, Statements of Operations
for the three and nine months ended September 30, 2001 and 2000, and Statements
of Cash Flows for the nine months ended September 30, 2001 and 2000.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | The
interim financial statements presented have been prepared by the Partnership
without audit and, in the opinion of the management, reflect all adjustments of
a normal recurring nature necessary for a fair statement of (a) the results of
operations for the three and nine months ended September 30, 2001 and 2000, (b)
the financial position at September 30, 2001 and (c) the cash flows for the nine
months ended September 30, 2001 and 2000. Interim results are not necessarily
indicative of results for a full year.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | The
balance sheet presented as of December 31, 2000 has been derived from the
financial statements that have been audited by the Partnerships
independent public accountants. The financial statements and notes are condensed
as permitted by Form 10-QSB and do not contain certain information included in
the annual financial statements and notes of the Partnership. The financial
statements and notes included herein should be read in conjunction with the
financial statements and notes included in the Partnerships Form 10-KSB.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

2

`TMP INLAND EMPIRE II, LTD.
                        A California Limited Partnership

                                 Balance Sheets

                                            September 30,       December 31,
                                                 2001                2000
                                             (unaudited)           (audited)
                                             -----------           ---------
                                     Assets

Cash                                        $    117,261        $   175,940
Investment In Unimproved Land, net (Note 1)    1,099,623          1,097,275
                                               ---------          ---------

   Total Assets                             $ 1,216,884         $ 1,273,215
                                              ==========          =========


                        Liabilities and Partners' Capital

Accounts Payable                            $      2,675        $     8,145
Due to Affiliates (Note 5 and 6)                   5,608              4,531
Commission Payable to Affiliate (Note 6)          90,000             90,000
Note Payable (Note 7)                            400,000            400,000
Property Taxes Payable                             1,678                  0
Franchise Tax Payable                                800                800
                                            ------------        -----------

             Total Liabilities                   500,761            503,476
                                            ------------        -----------

General Partners                                (57,421)            (56,885)
Limited Partners; 7,250 Equity Units
  Authorized and Outstanding                     773,544            826,624
                                                 -------        -----------

             Total Partners' Capital             716,123            769,739
                                            ------------        -----------

Total Liabilities and Partners' Capital     $  1,216,884        $  1,273,215
                                            ============        ============









                 See Accompanying Notes to Financial Statements`

3

`TMP INLAND EMPIRE II, LTD.
                        A California Limited Partnership

                            Statements of Operations
                                   (Unaudited)


                                                 Three Months Ended
                                                    September 30,
                                                  2001            2000
                                            -------------     ------------

Income
     Other                                  $      2,776       $         0
     Interest                                        952              2,211
                                            ------------       ------------

Total Income                                       3,728              2,211
                                            ------------       ------------

Expenses
     Accounting & Financial Reporting              3,989              4,089
     Outside Professional Services                 3,266              3,328
     Decline in Market Value                      40,000                  0
     General & Administrative                        326                316
     Interest                                          0                889
                                            ------------       ------------

Total Expenses                                    47,581              8,622
                                            ------------       ------------

Net Loss                                    $    (43,853)      $     (6,411)
                                            =============      =============
 Allocation of Net Loss (Note 4)

     General Partners, in the Aggregate     $       (438)      $        (64)
                                             ============       ============

     Limited Partners, in the Aggregate     $    (43,415)      $     (6,347)
                                            =============       ============

     Limited Partners, per Equity Unit      $      (5.99)      $       (.88)
                                             ============       ============







                 See Accompanying Notes to Financial Statements`

4

`TMP INLAND EMPIRE II, LTD.
                        A California Limited Partnership

                            Statements of Operations
                                   (Unaudited)


                                                   Nine months Ended
                                                        September 30,
                                                 2001              2000
                                              ----------       ------------

Income
     Other                                  $      3,876       $      1,000
     Interest                                      4,288              2,211
                                            ------------       ------------

Total Income                                       8,164              3,211
                                            ------------       ------------

Expenses
     Accounting & Financial Reporting             12,652             17,601
     Outside Professional Services                 7,791             16,974
     Decline in Market Value                      40,000                  0
     General & Administrative                        537              3,122
     Interest                                          0              8,890
                                            ------------       ------------

Total Expenses                                    60,980             46,587
                                            ------------       ------------

Loss Before Taxes                               (52,816)            (43,376)

     State Franchise Tax                           (800)               (800)
                                            ------------       ------------

Net Loss                                    $    (53,616)      $    (44,176)
                                            =============      =============
 Allocation of Net Loss (Note 4)

     General Partners, in the Aggregate     $       (536)      $       (442)
                                             ============       ============

     Limited Partners, in the Aggregate     $    (53,080)      $    (43,734)
                                            =============       ============

     Limited Partners, per Equity Unit      $      (7.32)      $      (6.03)
                                             ============       ============



                 See Accompanying Notes to Financial Statements`

5

`TMP INLAND EMPIRE II, LTD.
                        A California Limited Partnership

                            Statements of Cash Flows
                                   (Unaudited)


                                                   Nine months ended
                                                      September 30,
                                                2001                2000
                                            -----------        ------------

Cash Flows from Operating Activities:

Net Loss                                    $    (53,616)      $    (44,176)

Adjustments to Reconcile Net Loss to Net
Cash Used In Operating Activities:
    Decline in Market Value                       40,000                  0
    Increase (Decrease) in Due to Affiliates       1,077           (121,732)
    Increase in Property Taxes Payable             1,678              5,268
    (Decrease) Increase in Accounts Payable       (5,470)             2,556
                                            -------------       -----------
       Net Cash Used In Operating Activities     (16,331)          (158,084)
                                            -------------       ------------

Cash Flows from Investing Activities:
       Increase in Investment in Unimproved
       Land                                      (42,348)           (43,828)
                                            -------------       ------------

          Net Cash Used In Investing
          Activities                             (42,348)           (43,828)
                                            -------------       ------------

Cash Flows from Financing Activities:
       Borrowings from Note Payable                    0            400,000
                                            ------------       ------------

          Net Cash Provided By Financing
          Activities                                   0            400,000
                                            ------------       ------------

Net (Decrease) Increase in Cash                  (58,679)           198,088

Cash, Beginning of Period                        175,940              3,674
                                            ------------       ------------

Cash, End of Period                         $    117,261       $    201,762
                                             ===========        ===========

Supplemental Disclosure of Cash Flow Information:
-------------------------------------------------

Cash Paid for Taxes                         $        800       $        800
                                            ============       ============

Cash Paid for Interest                      $   36,000         $     31,624
                                            ============       ============


                 See Accompanying Notes to Financial Statements`

6

TMP INLAND EMPIRE II, LTD
                        A California Limited Partnership
                        Notes to the Financial Statements
                               September 30, 2001
                                   (Unaudited)

Note 1 - General and Summary of Significant Accounting Policies

General - TMP Inland Empire II, Ltd. (the Partnership) was organized in 1988
in accordance with the provisions of the California Uniform Limited  Partnership
Act for the purpose of acquiring,  developing and operating real property in the
Inland Empire area of Southern California

Accounting Method -
The Partnerships policy is to prepare its financial statements on the
accrual basis of accounting.

Investment in Unimproved
Land - Investment in unimproved land is stated at the lower of cost or fair
value. All costs associated with the acquisition of a property are capitalized.
Additionally, the Partnership capitalizes all direct carrying costs (such as
interest expense and property taxes). These costs are added to the cost of the
properties and are deducted from the sales prices to determine gains when
properties are sold.

Syndication Costs -
Syndication costs (such as commissions, printing, and legal fees) totaling
$791,514 represent costs incurred to raise capital and, accordingly, are
recorded as a reduction in partners capital (see Note 3).

Cash, Cash Equivalents
and Credit Risk  The Partnership considers all unrestricted highly
liquid investments purchased with maturities of three months or less to be cash
equivalents. The carrying value of cash equivalents approximates fair value. The
Partnership maintains its cash accounts at institutions that are insured by the
Federal Deposit Insurance Corporation. At times, the Partnership may maintain
cash balances that exceed the insurance limits of $100,000 per bank. However,
the Partnership considers its credit risk associated with cash and cash
equivalents to be minimal.

Use of Estimates -
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and the disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from these estimates.

Concentration - All
unimproved land parcels held for investment are located in the Inland Empire
area of Southern California. The eventual sales price of all parcels is highly
dependent on the real estate market condition in that geographical area. The
Partnership attempts to mitigate any potential risk by continually monitoring
the market conditions and holding the land parcels through any periods of
declining market conditions.

7

TMP INLAND EMPIRE II, LTD
                        A California Limited Partnership
                        Notes to the Financial Statements
                               September 30, 2001
                                   (Unaudited)

Note 1 - General and Summary of Significant Accounting Policies (continued)

Income Taxes 
The entity is treated as a partnership for income tax purposes and accordingly
any income or loss is passed through and taxable to the individual partners.
Accordingly, there is no provision for federal income taxes in the accompanying
financial statements. However, the minimum California Franchise Tax payable
annually by the Partnership is $800.

Note 2 - Organization of the Partnership

On July 26, 1988, the
Partnership was formed with TMP Properties (A California General Partnership)
and TMP Investments, Inc. (A California Corporation) as the general partners
(General Partners). The partners of TMP Properties are William
O. Passo, Anthony W. Thompson and Scott E. McDaniel. William O. Passo and
Anthony W. Thompson were the shareholders of TMP Investments, Inc. until October
1, 1995, when they sold their shares to TMP Group, Inc. and then became the
shareholders of TMP Group, Inc.

The Partnership originally
acquired three separate parcels of real property in San Bernardino County,
California. The properties were to be held for investment, appreciation, and
ultimate sale and/or improvement of all or portion thereof, either alone or in
conjunction with a joint venture partner. Two of the three properties were sold
in 1989.

The partnership agreement
provides for two types of investments: Individual Retirement Accounts (IRA) and
others. The IRA minimum purchase requirement was $2,000 and all others were a
minimum purchase requirement of $5,000. The maximum liability of the limited
partners is the amount of their capital contribution.

Note 3 - Partners' Contributions

The Partnership offered for
sale 7,250 units at $1,000 each to qualified investors. As of December 31, 1989,
all 7,250 units had been sold for total limited partner contributions of
$7,250,000. There have been no contributions made by the General Partners. As
described in Note 1, syndication costs have been recorded as a reduction in
partners capital.

8

TMP INLAND EMPIRE II, LTD
                        A California Limited Partnership
                        Notes to the Financial Statements
                               September 30, 2001
                                   (Unaudited)

Note 4 - Allocation of Profits, Losses and Cash Distributions

Profits, losses, and cash
distributions are allocated 99 percent to the limited partners and 1 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 6
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. There were no
distributions in 2001 or 2000.

Note 5 - Agreements with PacWest

In March 1998, the General
Partners entered into an agreement (the Financing Agreement) with PacWest,
whereby PacWest paid a total of $300,000 to the General Partners and ten other
related partnerships (the TMP Land Partnerships). In addition, PacWest agreed to
pay up to an additional $300,000 for any deficit capital accounts for these 11
partnerships in exchange for the rights to the General Partners
distributions; referred to as a distribution fee as defined by the
Financing Agreement.

In addition, PacWest has
agreed to loan and/or secure a loan for the TMP Land Partnerships in the amount
of $2,500,000. Loan proceeds will be allocated among the TMP Land Partnerships,
based on partnership needs, from recommendations made by PacWest, and under the
approval and/or direction of the general partners. A portion of these funds will
be loaned to the Partnership at 12% simple interest beginning April 1, 1998. The
borrowings are secured by the Partnerships properties, and funds will be
loaned, as needed, in the opinion of the General Partners. These funds are not
to exceed 50% of the 1997 appraised value of the properties, and will primarily
be used to pay for on-going property maintenance, pay down existing debt, back
property taxes and appropriate entitlement costs.

PacWest, can, at their
option, make additional advances with the agreement of the General Partners;
however, the aggregate amount of cash loaned to the TMP Land Partnerships is
limited to a maximum of $2,500,000. As of September 30, 2001 the TMP Land
Partnerships owe PacWest approximately $3,457,000, including advances &
interest.

Effective August 1, 2000,
the Partnership entered into the First Amendment to the Management Agreement
(First Amendment). The purpose of the First Amendment is to clarify
and define certain language and the terms of the provisions of the Management
Agreement. The Management Agreement, in its entirety, remains in effect apart
from specific items discussed in the First Amendment.

9

TMP INLAND EMPIRE II, LTD
                        A California Limited Partnership
                        Notes to the Financial Statements
                               September 30, 2001
                                   (Unaudited)

Note 5 - Agreements with PacWest (continued)

Certain items disclosed in
the First Amendment include 1) Revision of the Asset Administration
Fee schedule and its reduction upon the sale of any property, 2)
Participation Fee wording is altered to read Manager Profit
Participation and its calculation is defined, 3) the maximum amount of the
PacWest loan to any Partnership shall not exceed fifty percent (50%) of the fair
market value of all real properties owned by the Partnership, and the maximum
amount of the PacWest loan secured against each specific parcel shall not exceed
a loan-to-value ratio of fifty percent of the fair market value of that parcel,
4) The maximum Total PacWest loan amount shall be $2,500,000 allocated between
the Partnerships and each borrowing Partnership shall execute a Promissory Note
(as attached to the First Amendment) and a Trust Deed (as attached to the First
Amendment. PacWest and the TMP Land Partnerships shall be entitled to enter into
a separate written agreement to provide for a short term gap loan to cover
emergency shortfalls, and 5) If the Partnerships need funds in excess of the
$2,500,000, PacWest shall be entitled to obtain third party loans at market
interest, secured against the real property of each Partnership to whom such
loan(s) is made. No such loan(s) shall be made without the written consent of
the General Partners.

In April 1998, PacWest
entered into the Management Agreement with the General Partners to provide the
Partnership with overall management, administrative and consulting services.
PacWest currently contracts with third party service providers to perform
certain of the financial, accounting, and investor relations services for
the Partnership. PacWest will charge a fee for its administrative services equal
to an amount not to exceed the average reimbursements to the General Partners
for such services over the past five years. As of September 30, 2001 and
December 31, 2000, the Partnership has a payable of $1,077 and $0, to PacWest
related to the aforementioned agreements.

Pursuant to the Financing
Agreement, PacWest has acquired the General Partners unsubordinated 1%
interest in the Partnership and assumed responsibility for all partnership
administration while not replacing any of the General Partners.

10

TMP INLAND EMPIRE II, LTD
                        A California Limited Partnership
                        Notes to the Financial Statements
                               September 30, 2001
                                   (Unaudited)

Note 6 - Related Party Transactions

Syndication  costs  (see  Notes  1  and  3)  netted  against  partners'  capital
contributions include $725,000 of selling commissions paid in prior years to TMP
Capital Corp. for the sale of partnership units of which a portion was then paid
to unrelated registered representatives.

Investment in unimproved
land includes acquisition fees of $198,874 paid in prior years to TMP
Properties, TMP Investments, Inc., and the General Partners, for services
rendered in connection with the acquisition of the properties.

As of September 30, 2001 and December 31, 2000 the  Partnership had a payable of
$4,531 to the General Partners and an affiliated company.

As of September 30, 2001
and December 31, 2000, $90,000 is payable to Regal Realty, a company wholly
owned by Scott E. McDaniel, for services rendered relating to sales of
properties prior to 1990. Mr. McDaniel is a partner of TMP Properties and he was
a shareholder of TMP Investments, Inc. until September 1993. Ultimate payment of
this amount is contingent on the limited partners receiving an amount equal to
their capital contributions plus a cumulative, non-compounded return of 6% per
annum on their adjusted capital contributions. As of September 30, 2001 and
December 31, 2000 the limited partners had not received and do not expect to
receive such a return and therefore this amount is not currently due.

See Note 5 regarding information on management of the Partnership during 2001.

Note 7 - Note Payable

On July 12, 2000, the
Partnership borrowed $400,000 from a private party. The note is secured by a
deed of trust on a parcel of land owned by the Partnership in Fontana,
California. The note is due on August 1, 2003. The first payment was due on
August 1, 2000 in the amount of $2,580 representing interest from July 13, 2000
through July 31, 2000. Interest accrues at 12% per annum payable in monthly
installments of $4,000 beginning August 1, 2000. As of September 30, 2001 and
December 31, 2000, $58,581 and $22,581 of interest has been capitalized to
investment in unimproved land.

Note 8 - Decline in Market Value

During the three and nine
month periods ended September 30, 2001, the Partnership experienced a loss due
to the write-down in value of Partnership land of $40,000, respectively. The
decline in land value was due to the downturn in the real estate market
applicable to certain property locations.

11

TMP INLAND EMPIRE II, LTD.
                        A California Limited Partnership
                               September 30, 2001

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

The following discussion
and analysis provides information that the Partnerships management
believes is relevant to an assessment and understanding of the
Partnerships results of operations and financial condition. This
discussion should be read in conjunction with the financial statements and
footnotes, which appear elsewhere in this report.

This Quarterly Report on
Form 10-QSB contains forward-looking statements within the meaning of Section
27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act
of 1934, which are subject to the safe harbor created by that
section. Words such as expects, anticipates,
intends, plans, believes, seeks,
estimates and similar expressions or variations of such words are
intended to identify forward-looking statements, but are not the exclusive means
of identifying forward-looking statements in this report. Additionally,
statements concerning future matters such as the features, benefits and
advantages of the Partnerships property regarding matters that are not
historical are forward-looking statements. The Partnerships actual future
results could differ materially from those projected in the forward-looking
statements. The Partnership assumes no obligation to update the forward-looking
statements.

Readers are urged to review and consider carefully the various  disclosures made
by the Partnership in this report,  which attempts to advise interested  parties
of the risks and factors that may affect the Partnership's  business,  financial
condition and results of operations.

Results of Operations

The following discussion
should be read in conjunction with the attached financial statements and notes
thereto and with the Partnerships audited financial statements and notes
thereto for the fiscal year ended December 31, 2000.

The  Partnership's  management  believes  that  inflation has not had a material
effect on the Partnership's results of operations or financial condition.

Fiscal Quarters Ended September 30, 2001 and 2000

The Partnership recognized
$3,876 and $2,776 of revenues during the nine and three-month periods ended
September 30, 2001 relating to the rental of the property for a fireworks
display. In addition, $4,288 of interest income was recognized during the same
nine-month period and $952 of interest income was recognized during the three
month period ended September 30, 2001. Other income of $1,000 and interest
income of $2,211 was recognized during the nine-month period ended September 30,
2000.

12

TMP INLAND EMPIRE II, LTD.
                        A California Limited Partnership
                               September 30, 2001

Total expenses for the
three month period ended September 30, 2001 compared with the three month period
ended September 30, 2000, increased by $38,989 due primarily to the increase in
Decline in Market Value of $40,000, This increase was partially offset by a
decrease in Interest Expense of $889 as a result of a decrease in the amount
advanced to the Partnership by PacWest.

Total expenses for the nine
month period ended September 30, 2001 compared with the nine month period ended
September 30, 2000, increased by $14,393 due primarily to the $40,000 increase
in Decline in Market Value. This increase was partially offset by reductions in
accounting and financial reporting expenses and investor relations
expenses. Interest Expense decreased by $8,890 due to a decrease in the amount
advanced to the Partnership by PacWest

The Partnership had one property at September 30, 2001.

Liquidity and Capital Resources

At September 30, 2001, the
Company had available cash of approximately $117,000. Operations during the nine
months ended September 30, 2001 utilized cash of approximately $16,000 while
investing activities associated with the payment of development and carrying
costs of unimproved land held for investment utilized cash of approximately
$42,000.

During the nine months
ended September 30, 2000, operations used cash of approximately $158,000 while
investing activities associated with the payment of development and carrying
costs of unimproved land held for investment utilized cash of approximately
$44,000. Financing activities provided $400,000 relating to borrowings on the
note payable discussed above.

13

`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: October 12, 2001

TMP INLAND EMPIRE II, LTD.

         A California Limited Partnership


         By:      TMP Investments, Inc., a California Corporation as Co-General
                  Partner

         By:      \s\ William O. Passo
             -------------------------------------
             William O. Passo, President


         By:       \s\ Anthony W. Thompson
         -------------------------------------
         Anthony W. Thompson, Exec. Vice President


         By:      TMP Properties, A California General Partnership as Co-General
                  Partner

         By:      \s\ William O. Passo
         -------------------------------------
         William O. Passo, Partner

         By:       \s\ Anthony W. Thompson
         -------------------------------------
         Anthony W. Thompson, Partner

         By:       \s\ Scott E. McDaniel
         -------------------------------------
         Scott E. McDaniel Partner

         By:    JAFCO, Inc., A California Corporation as Chief Accounting Officer

         By:      \s\ John A. Fonseca
         -------------------------------------
         John A. Fonseca, President`