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

                                  FORM 10-QSB

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

               for the Quarterly Period ended September 30, 1998

                          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              (IRS Employer Identification No.)
of incorporation or organization)

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

                                 (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  requirement  for
the past 90 days.

Yes [ X ]   No [  ]

                                    1 of 12


<PAGE>






                           TMP INLAND EMPIRE II, LTD.

                                      INDEX

 PART I                FINANCIAL INFORMATION                              Page

 Item 1.               Financial Statements

                       Balance Sheets as of September 30, 1998 (unaudited)
                       and December 31, 1997                                 3

                       Statements of Operations for the Three Months
                       and Nine Months ended September 30, 1998 and 1997
                       (unaudited)                                         4,5

                       Statements of Cash Flows for the Nine Months
                       ended September 30, 1998 and 1997(unaudited)          6

                       Notes to Financial Statements (unaudited)           7,8

 Item 2.               Management's Discussion and Analysis of
                       Financial Condition and Results of Operations         9

                       OTHER INFORMATION
 PART II

 Item 1.               Legal Proceedings                                    11

 Item 2.               Changes in Securities                                11

 Item 3.               Defaults Upon Senior Securities                      11

 Item 4.               Submission of Matters to a Vote of Security Holders  11

 Item 5.               Other Information                                    11

 Item 6.               Exhibits and Reports on Form 8-K                     11

 SIGNATURES                                                                 12

                                    2 of 12

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<TABLE>




                         PART I - FINANCIAL INFORMATION

ITEM 1.  Financial Statements

                           TMP INLAND EMPIRE II, LTD.
                        A California Limited Partnership

                                 Balance Sheets
<CAPTION>


                                           September 30
                                               1998             December 31,
                                           (unaudited)            1997
                                           -----------           ---------
                                        
                                     Assets
<S>                                       <C>                <C>


Cash                                      $       3,016       $          2,004
Prepaid Assets                                    3,637                  -----
Investment In Unimproved Land (Note 1)        1,024,223              1,006,111
                                              ---------              ---------

Total Assets                              $   1,030,876       $      1,008,115
                                          =============       ================


                        Liabilities and Partners' Capital

Accounts Payable                          $       3,198       $          ---
Due to Affiliates                                 4,531                  1,562
Due to Manager (Note 1)                          46,467                  ---
Commission Payable (Note 3)                      90,000                 90,000
Property Taxes Payable                            1,534                  ---
Franchise Tax Payable                               800                    800
                                              ---------              ---------

Total Liabilities                               146,530                 92,362
                                              ---------              ---------

Partners' Capital (Deficit)
General Partners                                (55,739)               (55,425)
Limited Partners, 7250 units (at $1,000/unit)   940,085                971,178
  authorized, issued and outstanding          ---------              ---------

Total Partners' Capital                         884,346                915,753
                                              ---------              ---------

Total Liabilities and Partners' Capital   $   1,030,876       $      1,008,115
                                          =============       ================
                                              

                 See Accompanying Notes to Financial Statements


</TABLE>
                                    3 of 12
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<TABLE>

                         PART I - FINANCIAL INFORMATION

ITEM 1.  Financial Statements

                           TMP INLAND EMPIRE II, LTD.
                        A California Limited Partnership

                            Statements of Operations
                                   (Unaudited)

<CAPTION>

                                                         Three Months Ended
                                                September 30,     September 30,
                                                    1998                1997


<S>                                             <C>              <C>

Interest Income                                 $    ---         $        37

General & Administrative Expenses                  15,795               1,811
                                                   ------               -----

Net Loss                                        $ (15,795)       $     (1,774)
                                                =========        ============

Allocation of Net Loss (Note 2)

  General Partners:                             $    (158)       $        (18)
                                                =========        ============ 
                                                                              
  Limited Partners:                             $ (15,637)       $     (1,756)
                                                =========        =============
 
Limited Partners, per unit:                     $ (2.16)         $       (.24)
                                                =======          =============


</TABLE>
 
                 See Accompanying Notes to Financial Statement

                                    4 of 12
<PAGE>

<TABLE>

                         PART I - FINANCIAL INFORMATION

ITEM 1.  Financial Statements

                           TMP INLAND EMPIRE II, LTD.
                        A California Limited Partnership

                            Statements of Operations
                                   (Unaudited)

<CAPTION>

                                                    Nine Months Ended

                                             September 30,      September 30,
                                                 1998                1997
                                                 ----                ----
<S>                                          <C>                <C>

Interest Income                              $          3       $         218

General & Administrative Expenses                  31,410              13,686
                                                                            ----                  ----- ---------------
Net Loss                                     $    (31,407)      $     (13,468)
                                                                                         ========              ========

Allocation of Net Loss (Note 2)

  General Partners:                          $       (314)      $        (135)
 
  Limited Partners:                          $    (31,093)      $     (13,333)
                                              ============       =============
 
  Limited Partners, per unit                 $      (4.29)      $       (1.84)

</TABLE>


                 See Accompanying Notes to Financial Statements


                                    5 of 12
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<TABLE>


                         PART I - FINANCIAL INFORMATION

ITEM 1.  Financial Statements

                           TMP INLAND EMPIRE II, LTD.
                        A California Limited Partnership

                            Statements of Cash Flows
                                   (Unaudited)
<CAPTION>


                                                     Nine Months Ended

                                                September 30,      September 30,
                                                    1998              1997
                                                    ----              ----
<S>                                             <C>                <C>


Net Loss                                        $   (31,407)       $ (13,468)
Adjustments to Reconcile Net Loss to Net Cash  
  Provided by (Used In) Operating Activities:
    Due to Changes In:
      Prepaid Assets                                 (3,637)            ---
      Due to Affiliates                               2,969             ---
      Due to Manager                                 46,467             ---
      Property Taxes Payable                          1,534             ---
      Accounts Payable                                3,198            (773)
                                                      -----            -----

Net Cash Provided by (Used in) Operating
  Activities                                         19,124         (14,241)
                                                     ------          ------- 

Investment In Unimproved Land                       (18,112)         (4,193)
                                                    -------          ------

Net Cash Used In Investing Activities               (18,112)         (4,193)
                                                    -------          ------ 

Net Increase (Decrease) In Cash                       1,012         (18,434)

Cash at the Beginning of the Period                   2,004          23,477
                                                      -----          ------

Cash at the End of the Period                   $     3,016        $  5,043
                                                ===========        ========


</TABLE>


                    See Accompanying Notes to Financial Statements

                                    6 of 12

<PAGE>




                           TMP INLAND EMPIRE II, LTD.
                        A California Limited Partnership

                        Notes to the Financial Statements
                                   (Unaudited)


The accompanying  unaudited interim financial statements include all adjustments
(consisting solely of normal recurring adjustments) which are, in the opinion of
management,   necessary  to  present  fairly  the  financial   position  of  the
Partnership as of September 30, 1998 and the results of its operations, and cash
flows for the three and nine  months  then ended in  accordance  with  generally
accepted accounting principles for interim financial information.

NOTE 1 - The Partnership and its Significant Accounting Policies

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. The  general part-
ners in  the  Partnership  are  William O. Passo,  Anthony W. Thompson, Scott E.
McDaniel of TMP Properties, a California General Partnership and TMP Investments
Inc. (the General Partners).
On March 12,  1998,  the General  Partners of the  Partnership  entered  into an
agreement (the Financing Agreement) with PacWest Inland Empire, LLC (PacWest), a
Delaware limited liability company, whereby PacWest paid the General Partners of
the  Partnership  and ten other  related  partnerships  a total of $300,000  and
agreed to pay up to a total of an  additional  $300,000 for any deficit  capital
accounts for these 11 partnerships  in exchange for the rights to  distributions
from the General Partners; referred to as a "distribution fee" as defined by the
Financing Agreement.

On  April  1,  1998,  PacWest  entered  into a  management,  administrative  and
consulting agreement (the Management Agreement) with the General Partners of the
Partnership to provide the Partnership with overall  management,  administrative
and consulting services.  PacWest currently contracts with Preferred Partnership
Services,  Inc.  and  other  entities  to  perform  certain  of  the  financial,
accounting, and investor relations services for the Partnership.

In addition,  PacWest has agreed to provide certain additional liquidity to this
partnership  as further  discussed  in the MD&A  section of this  report.  As of
September 30, 1998, the  Partnership has a payable of $46,467 to PacWest related
to these agreements.

The following is a summary of the Partnership significant accounting policies:

Basis of Presentation - The Partnership prepares its financial statements on the
accrual basis of accounting.

Investment in Unimproved Land - The Partnership's land is stated at the lower of
actual cost or net realizable  value.  All costs associated with the acquisition
of a property are capitalized. In addition, the Partnership capitalizes interest
and property taxes as carrying costs.

Income  Taxes - The entity is treated as a  partnership  for income tax purposes
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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.

During  each of the nine  month  periods  ended  September  30,  1998 and  1997,
profits,  losses and cash distributions were allocated 99 percent to the limited
partners and one percent to the General Partners.

NOTE 3 - Commission Payable

As of  September  30, 1998 and 1997,  the  Partnership owes $90,000 to a related
party for  services  rendered  relating to sales of properties prior to 1990.

NOTE 4 - Restatement and Reissuance of 1997 Financial Statements

In  compliance  with  Statement  of  Financial   Accounting  Standards  No.  121
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to
be Disposed Of" (SFAS 121),  the 1996 financial  statements  reported an expense
for the  decline  in fair  value  of  unimproved  land of  $2,659,594.  The 1997
financial  statements  originally issued with the auditor's report dated January
28, 1998 reported  $1,692,884 of income due to appreciation in the fair value of
this same land. Current clarification reveals that SFAS 121 does not provide for
recording  appreciation  in the  fair  value  of an  asset  even  in  view  of a
previously recorded decline in value.  Therefore,  the 1997 financial statements
were restated on August 3, 1998 to reflect the reversal of this  appreciation in
the fair value of land.

In addition, certain carrying costs of land that had been previously capitalized
have been  reclassified as current  expenses in the amount of $1,811 and $13,686
for the three and nine months ended September 30, 1997.



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  discussion and analysis  contains  forward-looking  statements  within the
meaning of Section 21E of the Securities Exchange Act of 1934 and Section 27A of
the  Securities Act of 1933,  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
works are  intended  to  identify  forward-looking  statements,  but are not the
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exclusive  means  of  identifying  forward-looking  statements  in this  report.
Additionally,  statements  concerning  future  matters  such  as  the  features,
benefits and advantages of the Partnerships  properties  regarding  matters that
are not historical are forward-looking  statements.  Such statements are subject
to certain risks and uncertainties  and 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.

The Partnership has one property at September 30, 1998,  which is being held for
appreciation and resale. Upon the sale of this property, the Partnership intends
to distribute  the sale  proceeds,  less any reserves  needed for winding up the
Partnership operations, to the partners.

Results of Operations

Partnership revenues during the three and nine month periods ended September 30,
1998 and 1997 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, 1998 and 1997 used
approximately $18,000 and $4,000,  respectively,  the majority of which was used
to pay development and carrying costs of the land held for investment.

General  and  administrative  expenses  for the  three  and  nine  months  ended
September 30, 1997 and 1998 represent  legal,  accounting  and related  expenses
which vary from quarter to quarter based on certain activity in the Partnership.
In addition in 1998,  they reflect fees charged to the  Partnership  pursuant to
the  Management  Agreement  described  in  Note  1 for  various  management  and
administrative services.

Liquidity and Capital Resources

Management believes that cash reserves as of September 30, 1998 are insufficient
to meet the  anticipated  cash  requirements  of the Partnership for the next 12
months.  As discussed in Note 1, PacWest has agreed to loan and/or secure a loan
for TMP Land  Partnerships  in the amount of  $2,500,000.  Loan proceeds will be
allocated to eleven (11) 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 TMP Inland Empire
II, Ltd., at 12% simple interest over a 24 month period beginning April 1, 1998,
secured by the Partnership's  properties,  as funds are 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 and appropriate entitlement costs.

PacWest, at their option, can make additional advances with the agreement of the
General  Partners;  however,  the  aggregate  amount  of cash  loaned to all TMP
partnerships is limited to a maximum of $2,500,000.

TMP  properties  and TMP  Investments,  Inc.  will  remain as general  partners,
however,  PacWest has acquired the General Partner's  unsubordinated 1% interest
                                    9 OF 12
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in  the   Partnership   and   assumed   responsibility   for   all   partnership
administration.  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 the  Partnership  properties  are  sold,  cash will be used to first pay back
PacWest  loans,  then other  creditors,  then to accrued but unpaid  partnership
indebtedness.

Sale proceeds in excess of the amounts necessary to pay the Partnershi   indebt-
edness  shall be split 90% to the Partnership and 10% to PacWest.

The General Partners believe that ultimately the aforementioned arrangement will
benefit the Partnership and the limited partners. Without the cash infusion from
PacWest,  the  Partnership  stands  to  lose  its  property  due to  foreclosure
resulting from the inability to pay outstanding loans.

Year 2000 Compliance

Many currently  installed  computer  systems and software  products are coded to
accept  only two digit  entries in the date code  field.  Beginning  in the year
2000,  these  date  codes  fields  will need to accept  four  digit  entries  to
distinguish  21st century dates from 20th century dates.  As a result,  computer
systems  and/or  software used by  organizations  may need to upgraded to comply
with the "Y2K"  requirements.  There is significant  uncertainty in the software
and information services industries  concerning the potential effects associated
with such  compliance.  While the  Partnership  believes  that its  systems  are
compatible with Y2K applications, there can be no assurance that all Partnership
systems  will  function  properly  in  all  operating  environments  and  on all
platforms.  The failure to comply with Y2K  requirements by systems not designed
by the Partnership may also have a material adverse effect on the  Partnership's
business,  financial  condition and results of  operations.  The  Partnership is
currently  developing and implementing a plan to identify and address  potential
difficulties  associated  with Y2K  issues  and does not  expect to  expend  any
significant funds as a result of these issues.

                                    10 OF 12
<PAGE>


                           PART II - OTHER INFORMATION

Item 1.  Legal Proceedings

     None.

Item 2.  Changes in Securities and Use of Proceeds

     None.

Item 3.  Defaults Upon Senior Securities

     None.

Item 4.  Submission of Matters to a Vote of Security Holders

     None.

Item 5.  Other Information

     None.

Item 6.  Exhibits and Reports on Form 8-K

     None.





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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: (date)


                                    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. VP

                  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, General Partner

                                    






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