```

                     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, 2000
                           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 30,2000 and December 31, 1999, Statements
         of Operations for the three and nine  months  ended September 30, 2000
         and 1999, and Statements of Cash Flows for the nine months ended September
         30, 2000 and 1999.

         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, 2000 and 1999, (b) the financial position at
         September 30, 2000 and (c) the cash  flows for  the nine  months  ended
         September 30, 2000 and 1999.  Interim results are not necessarily
         indicative of results for a full year.

         The balance sheet presented  as of December 31, 1999 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,
                                                          2000            1999
                                                       (unaudited)
                                                       -----------     --------
                                           Assets

Cash ............................................. $   201,762      $     3,674
Investment In Unimproved Land, net (Note 1) ......   1,084,258        1,040,430
                                                   ----------         ----------

   Total Assets .................................. $ 1,286,020      $ 1,044,104
                                                   ==========         ==========

                        Liabilities and Partners' Capital

Accounts Payable .............................     $     2,556      $         0
Due to Affiliates (Note 5 and 6) .............           4,830          126,562
Commission Payable to Affiliate (Note 6) .....          90,000           90,000
Property Taxes Payable .......................           5,268                0
Note Payable (Note 7) ........................         400,000                0
Franchise Tax Payable ........................             800              800
                                                   -----------      -----------

             Total Liabilities ...............         503,454          217,362
                                                   -----------      -----------

General Partners .............................         (56,757)         (56,315)
Limited Partners; 7,250 Equity Units
  Authorized and Outstanding .................         839,323          883,057
                                                   -----------      -----------

             Total Partners' Capital .........         782,566          826,742
                                                   -----------      -----------

Total Liabilities and Partners' Capital ......     $ 1,286,020      $ 1,044,104
                                                   ===========      ===========
```

```

                 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, September 30,
                                                         2000                1999
                                                   ----------         ------------

Income
     Other .........................................      $     0       $     0
     Interest ......................................        2,211             0
                                                          -------       -------

Total Income .......................................        2,211             0
                                                          -------       -------

Expenses
     Accounting & Financial Reporting ..........            4,089         1,638
     Outside Professional Services .................        3,328         2,400
     General & Administrative ..................              316           865
     Interest ......................................          889         2,703
                                                          -------       -------

Total Expenses .....................................        8,622         7,606
                                                          -------       -------

Loss Before Taxes ..................................       (6,411)       (7,606)

     State Franchise Tax ...........................            0             0
                                                          -------       -------

Net Loss ...........................................      $(6,411)      $(7,606)
                                                                         =======
 Allocation of Net Loss (Note 4)

General Partners, in the Aggregate .........       $          (64)      $   (76)
                                                     =============       =======

Limited Partners, in the Aggregate .........       $       (6,347)      $(7,530)
                                                     =============       =======

Limited Partners, per Equity Unit ..........       $         (.88)      $ (1.04)
                                                     =============       =======

                 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,   September 30,
                                                        2000              1999
                                                     ----------        ----------

Income
     Other .......................................      $  1,000       $      0
     Interest ....................................         2,211              0
                                                        --------       --------

Total Income .....................................         3,211              0
                                                        --------       --------

Expenses
     Accounting & Financial Reporting ........            17,601         10,007
     Outside Professional Services ...............        16,974          7,216
     General & Administrative ................             3,122          6,634
     Interest ....................................         8,890          7,312
                                                        --------       --------

Total Expenses ...................................        46,587         31,169
                                                        --------       --------

Loss Before Taxes ................................       (43,376)       (31,169)

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

Net Loss .........................................      $(44,176)      $(31,969)
                                                        ========       ========
 Allocation of Net Loss (Note 4)

     General Partners, in the Aggregate ..........      $   (442)      $   (320)
                                                        ========       ========

     Limited Partners, in the Aggregate ..........      $(43,734)      $(31,649)
                                                        ========       ========

     Limited Partners, per Equity Unit ...........      $  (6.03)      $  (4.37)
                                                        ========       ========

                 See Accompanying Notes to Financial Statements

                                       5
```

```

                           TMP INLAND EMPIRE II, LTD.
                        A California Limited Partnership

                             Statement of Cash Flows
                                   (Unaudited)

                                                          Nine months ended
                                                   September 30       September 30
                                                          2000               1999
                                                   -----------        ------------

Cash Flows from Operating Activities:

Net Loss .............................................   $ (44,176)   $ (31,969)

Adjustments to Reconcile Net Loss to Net Cash
    Provided By Operating Activities:
       Increase in Due to Affiliates .................    (121,732)      33,016
       Increase in Property Taxes Payable ............       5,268        1,559
       Increase in Accounts Payable ..................       2,556            0
       Decrease in Prepaid Expenses ..................           0        6,880
                                                         ---------    ---------

          Net Cash Provided By Operating Activities ..    (158,084)       9,486
                                                         ---------    ---------

Cash Flows from Investing Activities:
       Increase in Investment in Unimproved Land .....     (43,828)      (8,879)
                                                         ---------    ---------

          Net Cash Used In Investing Activities ......     (43,828)      (8,879)
                                                         ---------    ---------

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

          Net Cash Used In Investing Activities ......     400,000           (0)
                                                         ---------    ---------

Net (Decrease) Increase in Cash ......................     198,088          607

Cash, Beginning of Period ............................       3,674          375
                                                         ---------    ---------

Cash, End of Period ..................................  $  201,762    $     982
                                                         =========    =========

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

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

Cash Paid for Interest                                  $   31,624    $       --
                                                     =============    ==========

                 See Accompanying Notes to Financial Statements

                                       6
```

```

                            TMP INLAND EMPIRE II, LTD
                        A California Limited Partnership
                        Notes to the Financial Statements
                                September 30,2000
                                   (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).

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.

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.

                                       7

                            TMP INLAND EMPIRE II, LTD
                        A California Limited Partnership
                        Notes to the Financial Statements
                                September 30,2000
                                   (Unaudited)

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.

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 2000 or 1999.

                                       8

                            TMP INLAND EMPIRE II, LTD
                        A California Limited Partnership
                        Notes to the Financial Statements
                                September 30,2000
                                   (Unaudited)

Note 5 - Agreements with PacWest Inland Empire, LLC  (PacWest)

In March 1998,  the General  Partners  entered into an agreement  (the Financing
Agreement) with PacWest, a Delaware Limited Liability  Company,  whereby PacWest
paid a total of  $300,000 to the General  Partners  of the  Partnership  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.

As  of  September  30,  2000  the  TMP  Land   Partnerships   have  been  funded
approximately  $3,080,000  by PacWest.  An addendum to the  Financing  Agreement
which states  PacWest shall be entitled to increase the aggregate  amount of the
loan by written  agreement  is  currently  being  approved  by both the  General
Partners and  PacWest.  Upon signing of this  addendum,  PacWest,  can, at their
option and with the written agreement of the General  Partners,  make additional
advances and the aggregate amount of cash loaned to the TMP Land Partnerships is
not limited to a maximum of $2,500,000.

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, 2000 and December 31, 1999,  the  Partnership  has a
payable  of $299 and  $122,031,  respectively,  including  interest,  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.

                                       9

                            TMP INLAND EMPIRE II, LTD
                        A California Limited Partnership
                        Notes to the Financial Statements
                                September 30,2000
                                   (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.  William  O.  Passo and  Anthony  W.
Thompson were the  shareholders of TMP Capital Corp. until October 1, 1995, when
they sold their shares to TMP Group, Inc.

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, 2000 and December 31, 1999 the  Partnership had a payable of
$4,531 to the General Partners and an affiliated company.

As of  September  30,  2000 and  December  31,1999,  $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 when he sold his shares to Mr. Passo and Mr. Thompson.  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, 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 2000.

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 and will be 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 $4000  beginning  August 1,  2000.  As of
September 30, 2000,  $10,281 of interest has been  capitalized  to investment in
unimproved land.

                                       10

                           TMP INLAND EMPIRE II, LTD.
                        A California Limited Partnership
                               September 30, 2000

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,
1999.

During the period from inception  through December 31, 1988, the Partnership was
engaged primarily in the sale of Units of Limited Partnership Interest ("Units")
and  the  investment  of  the  subscription  proceeds  to  purchase  parcels  of
unimproved real property.  The Partnership sold two properties during 1989 for a
gross profit,  net of  acquisition,  carrying and selling costs,  of $1,028,844.
Other revenues received during, 1995-1998 consisted primarily of interest income
earned on funds held.

The Partnership  recognized losses in 1996 due to the write-down in value of the
Property.  The decline in land value was due mainly to the  downturn in Southern
California's real estate market.

                                       11

                           TMP INLAND EMPIRE II, LTD.
                        A California Limited Partnership
                               September 30, 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, 2000 and 1999
-------------------------------------------------

There  were no  revenues  of the  Partnership  during  the three and  nine-month
periods ended  September 30, 1999.  During the nine month period ended September
30, 2000,  $1,000 of revenue was recognized for the rental of the property for a
fireworks display and approximately $2,211 of interest income was recognized. No
properties were sold during the periods presented.

Investing  activities for the nine months ended September 30, 2000 and 1999 used
approximately  $43,800 and $8,900,  respectively,  most of which was used to pay
development and carrying costs of the unimproved land held for investment.

Financing  activities  for the nine months  ended  September  30, 2000  provided
$400,000, relating to proceeds received on the note payable entered into in July
2000.

Total  expenses for the three months ended  September 30, 2000 compared with the
three months ended  September 30, 1999,  increased by  approximately  $1,000 due
primarily to increases  in  Accounting  &  Financial  Reporting  and Outside
Professional  Services.  Accounting  &  Financial  Reporting  increases  are
directly  related to the timing of the costs  incurred to prepare,  review,  and
file  the  appropriate  financial   information  of  the  Partnership.   PacWest
contracted with a consultant to provide the Partnership with certain  expertise.
The addition of this  consultant is the primary  explanation for the increase of
$928 in Outside Professional Services for the three-month period ended September
30, 2000.  These increases were partially  offset by a decrease of approximately
$550 in General and  Administrative  Expenses and a decrease in Interest Expense
of approximately $1,800 pursuant to the Financing Agreement with PacWest entered
into April 1, 1998.

Total  expenses for the nine months ended  September  30, 2000 compared with the
nine months ended  September 30, 1999,  increased by  approximately  $15,400 due
primarily  to  increases  in  Accounting  &  Financial  Reporting,   Outside
Professional Services and Interest Expense. Interest Expense increased by $1,578
pursuant to the  Financing  Agreement  with PacWest  entered into April 1, 1998.
Accounting  &  Financial  Reporting  increases  are directly  related to the
timing  of the costs  incurred  to  prepare,  review,  and file the  appropriate
financial  information  for  the  Partnership.   Outside  Professional  Services
increased by $9,758  primarily  related to costs  incurred to compile,  send and
administer a proxy  statement  sent to all partners  relating to the sale of the
Property by the Partnerships'  investor  relations' service provider.  All these
increases  were  partially  offset by a decrease in General  and  Administrative
Expenses of $3,512 due to reductions in office supplies, postage & copies.

                                       12

                           TMP INLAND EMPIRE II, LTD.
                        A California Limited Partnership
                               September 30, 2000

The Partnership had one property at September 30, 2000.

Liquidity and Capital Resources
-------------------------------

The Partnership has raised a total of $6,564,041, net of syndication costs, from
the sale of Units.  During the period from inception  through December 31, 1988,
the  Partnership  acquired a total of three  properties  for all cash at a total
expenditure of $6,159,225.

The Partnership  capitalized  the  acquisition  costs of the property and direct
carrying costs,  such as interest and property taxes.  The Partnership  does not
intend to acquire any additional properties.

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. Interest accrues at
12% per annum payable in monthly installments of $4000 beginning August 1, 2000.

In March 1998, the General  Partners  entered into the Financing  Agreement with
PacWest, whereby PacWest paid a total of $300,000 to the General Partners of the
Partnership  and the  TMP  Land  Partnerships.  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 distributions from the General Partners;  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 the 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,  reduction of existing debt, property taxes in arrears, appropriate
entitlement costs and partnership operations.

                                       13

                           TMP INLAND EMPIRE II, LTD.
                        A California Limited Partnership
                               September 30, 2000

As  of  September  30,  2000  the  TMP  Land   Partnerships   have  been  funded
approximately  $3,080,000  by PacWest.  An addendum to the  Financing  Agreement
which states  PacWest shall be entitled to increase the aggregate  amount of the
loan by written  agreement  is  currently  being  approved  by both the  General
Partners and  PacWest.  Upon signing of this  addendum,  PacWest,  can, at their
option and with the written agreement of the General  Partners,  make additional
advances and the aggregate amount of cash loaned to the TMP Land Partnerships is
not limited to a maximum of $2,500,000.

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.

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 is paid an annual fee of $3,972
for its administrative services.

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 15, 2000

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
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