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


                                    FORM 10-Q

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

                  for the Quarterly Period ended March 31, 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                (I.R.S. Employer Identification No.)
of incorporation or organization)

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

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

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

Indicate by check mark whether  Registrant has [1] filed all reports required to
be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of 1934 during
the preceding 12 months (or such shorter period that the registrant was required
to file such reports) and [2] has been subject to such filing  requirements  for
the past 90 days.
Yes [X]   No [ ]




<PAGE>





PART I - FINANCIAL INFORMATION

Item 1.     Financial Statements

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

Balance Sheets as of March 31, 1998 and December 31, 1997,

Statement of Income for the Three Months ended March 31,1998 and 1997,

Statements of Cash Flows for the Three Months ended March 31, 1998 and 1997.

The accompanying  unaudited interim financial statements include all adjustments
(consisting solely of normal recurring adjustments) which are, in the opinion of
management,   necessary  to  fairly  present  the  financial   position  of  the
Partnership as of March 31, 1998 and the results of its  operations,  changes in
partners' equity, and cash flows for the period then ended.




<PAGE>

<TABLE>


                           TMP INLAND EMPIRE II, LTD.
                        A California Limited Partnership

                                 Balance Sheets
<CAPTION>

                                            March 31,           December 31,
                                              1998                  1997
<S>                                       <C>                   <C>

Assets

Cash                                      $        50           $    2,004
Investment In Unimproved Land               1,008,819            1,006,111
                                          -----------           ----------

             Total Assets                 $ 1,008,869           $1,008,115
                                          ===========           ==========

Liabilities and Partners Capital

Accounts Payable and Accrued
Liabilities                               $     6,065           $    1,562
Commission Payable                             90,000               90,000
Franchise Tax Payable                             800                  800
                                          -----------           ----------

             Total Liabilities                 96,865               92,362

Partners' Capital

      General Partners                        (55,463)             (55,425)
      Limited Partners 7,250 equity
      units authorized and outstanding        967,467              971,178
                                          ------------          ----------

             Total Partners Capital           912,004              915,753

Total Liablilities and                    $ 1,008,869           $1,008,115
                                          ===========           ==========
Partners' Capital

</TABLE>



<PAGE>

<TABLE>


                           TMP INLAND EMPIRE II, LTD.
                        A California Limited Partnership

                              Statements of Income
                                   (Unaudited)
<CAPTION>

                                            Three Months Ended
                                          March 31           March 31
                                            1998               1997
<S>                                     <C>                <C>


Interest and Other Income               $         3        $    117
                                        -----------        --------

Administrative Expenses                 $     3,753         $8,351
                                        -----------         -------

       Net Income (Loss)                    ($3,750)       ($8,234)
                                        ------------       --------

Allocation of Net Income Loss)
(Note 2)

       General Partners                        ($38)          ($82)

       Limited Partners                     ($3,712)       ($8,152)

       Limited Partners, per unit             ($.51)        ($1.12)

</TABLE>


<PAGE>

<TABLE>




                           TMP INLAND EMPIRE II, LTD.
                        A California Limited Partnership

                             Statement of Cash Flows
                                   (Unaudited)
<CAPTION>

                                             Three Months        Three Months
                                                 Ended              Ended
                                            March 31, 1998      March 31, 1997
<S>                                         <C>                 <C>

Operating Activities:

Net Loss                                    $   (3,750)         $  (8,234)

Changes In:
       Accounts Payable                          4,504              2,499
                                            ----------          ----------

              Net Cash Provided by (Used
              In) Operating Activities             754             (57,35)

Investing Activities:

Investment in Land                              (2,708)            (1,522)
                                            -----------         ----------
       Net Cash Provided by (Used In)
       Investing Activities                      (2,708)           (1,522)

Increase (Decrease) In Cash                 $    (1,954)        $  (7,257)

Beginning Cash                              $     2,004         $  23,477
                                            ------------        ---------

Ending Cash                                 $        50         $  16,220
                                            ===========         =========

</TABLE>



<PAGE>



                            TMP INLAND EMPIRE II, LTD
                        a California Limited Partnership

                        Notes to the Financial Statements
                    For the Three Months Ended March 31, 1998
                                   (Unaudited)


NOTE 1 -  Summary of Significant Accounting Policies

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

Organization  Costs  -  Organization  costs  include  expenses  incurred  in the
formation  of the  Partnership  that  have been  capitalized  and that have been
amortized  over a period of 40 years prior to 1992 and are being  amortized over
five years  beginning  in 1992.  These  organization  cost have been  completely
amortized as of 1997.

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

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


NOTE 2 - Allocation of Profits, Losses and Cash Distributions

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

As of March 31,  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 - Commissions Payable

As of March 31, 1998 and 1997, the  Partnership had a payable 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
e Disposed Of (SFAS 121), the 1996 financial  statements reported an expense for
the decline in fair value of unimproved land of $2,659,544.  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  fair value of land.
Current  clarifications  reveals  that SFAS 121 does not provide  for  recording
appreciation  in fair value of an asset even in view of  previously  recording a
decline in value.  Therefore,  the 1997 financial statements have been  restated
on August 3, 1998 to remove the appreciation in fair value of land.

In addition,  certain  carrying costs of land that were  previously  capitalized
were restated as current expenses in the amount of $$8,351 for the quarter ended
March 31, 1997 and $3,753 for the quarter ended March 31, 1998.


<PAGE>



                   TMP INLAND EMPIRE II, LTD.
                 a California Limited Partnership
             For the Three Months Ended March 31, 1998


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

Partnership  revenues  during the three month  periods  ended March 31, 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 three  months  ended March 31, 1998 and 1997 used
approximately  $4,000 and $10,000,  respectively,  most of which was used to pay
development and carrying costs of the land held for investment.

 The  Partnership  had one  property  at March 31,  1998 that is being  held for
appreciation and resale. Upon the sale of the property,  the Partnership intends
to  distribute  the sales  proceeds,  less any  reserves  needed for  winding up
partnership operations, to the partners.

Management  believes that cash reserves as of March 31, 1998 are insufficient to
meet the  anticipated  cash  requirements of the Partnership for the next twelve
months.  If the Partnership is unable to sell the remaining  parcel of land, the
Partnership can obtain a loan secured by the land or withhold payment of certain
expenses  such as  property  taxes  or  expense  reimbursements  to the  general
partners.


<PAGE>




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:  May 11, 1998

                  TMP INLAND EMPIRE II, LTD.
                  a California Limited Partnership


                  By: TMP Investments, Inc., as General Partner

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

                               \s\ Anthony W. Thompson
                      By:___________________________________
                           Anthony W. Thompson, Exec. V.P.


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

                              \s\ William O. Passo
                     By:___________________________________
                        William O. Passo, General Partner

                              \s\ Anthony W. Thompson
                     By:___________________________________
                        Anthony W. Thompson, General Partner

                              \s\ Scott E. McDaniel
                     By ____________________________________
                               Scott E. McDaniel
<PAGE>
                                 EXHIBIT INDEX

EXHIBIT 
NUMBER                            DESCRIPTION
------                            -----------
  28                              Agreement
  29                              Management and Consulting Agreement