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 June 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              (I.R.S. 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 [  ]


<PAGE>


                           TMP INLAND EMPIRE II, LTD.

                                      INDEX

 PART I                FINANCIAL INFORMATION                              Page

 Item 1.               Financial Statements 

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

                       Statements of Operations for the Three Months
                       and Six Months ended June 30, 1998 and 1997.
                       (unaudited)                                         4,5

                       Statements of Cash Flows for the Six Months
                       ended June 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


<PAGE>

<TABLE>


                         PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements

                           TMP INLAND EMPIRE II, LTD.
                        A California Limited Partnership
<CAPTION>

                                 Balance Sheets

                                                     June 30,      December 31,
                                                       1998            1997
                                                   (unaudited)      (audited)
                                     Assets
<S>                                                <C>            <C>

Cash                                             $      862        $    2,004
Investment In Unimproved Land (Note 1)            1,014,530         1,006,111
                                                  ---------         ---------

Total Assets                                     $1,015,392        $1,008,115
                                                 ============      ==========

                        Liabilities and Partners' Capital

Due to Affiliates                                $    4,531        $    1,562
Due to Manager (Note 1)                              19,919                --
Commission Payable(Note 3)                           90,000            90,000
Franchise Tax Payable                                   800               800
                                                 ----------        ----------

Total Liabilities                                   115,250            92,362
                                                 ----------        ----------

Partners' Capital (Deficit)
General Partners                                    (55,581)          (55,425)
Limited Partners, 7,250 units (at $1,000/unit)
authorized, issued and outstanding                  955,723           971,178
                                                    -------           -------

Total Partners' Capital                             900,142           915,753
                                                    -------           -------

Total Liabilities and Partners' Capital          $1,015,392        $1,008,115
                                                 ==========        ==========
</TABLE>

                 See Accompanying Notes to Financial Statements


<PAGE>

<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
                                         June 30                   June 30
                                           1998                      1997
<S>                                     <C>                        <C>

Interest Income                         $      0                   $      64

General & Administrative Expenses         11,863                       3,525
                                          ------                       -----

Net Loss                                $(11,863)                  $  (3,461)
                                        ========                   ========= 

Allocation of Net Loss (Note 2)

  General Partners:                     $   (119)                  $     (35)
                                        ========                   ========= 

  Limited Partners:                     $(11,744)                  $  (3,426)
                                        ========                   ========= 

  Limited Partners, per unit            $  (1.61)                  $    (.47)
                                        ========                   ========= 
</TABLE>


See Accompanying Notes to Financial Statements


<PAGE>
<TABLE>


                         PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements

                           TMP INLAND EMPIRE II, LTD.
                        A California Limited Partnership

                            Statements of Operations
                                   (Unaudited)
<CAPTION>

                                               Six  Months ended
                                        June 30                   June 30
                                         1998                      1997
<S>                                     <C>                       <C>

Interest Income                         $       3                 $      181

General & Administrative Expenses           15,615                    11,875
                                        ----------                ----------

Net Loss                                $  (15,612)               $  (11,694)
                                        ===========               =========== 

Allocation of Net Loss (Note 2)

  General Partners:                     $    (155)                $     (117)
                                        ===========               =========== 
 
  Limited Partners:                     $ (15,457)                $  (11,577)
                                        ===========               =========== 

  Limited Partners, per unit            $   (2.13)                $    (1.59)
                                        ===========               =========== 

See Accompanying Notes to Financial Statements

</TABLE>

<PAGE>

<TABLE>

                         PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements

                           TMP INLAND EMPIRE II, LTD.
                        A California Limited Partnership

                            Statements of Cash Flows
                                   (Unaudited)
<CAPTION>

                                                          Six Months Ended
                                                  June 30             June 30
                                                   1998                1997
<S>                                               <C>                       <C>

Net Loss                                           $ (15,612)       $ (11,694)
Adjustments to Reconcile Net Loss
  to Net Cash Provided by (Used in)
  Operating Activities:
    Due to Changes In:
      Due to Affiliates                                   78             (899)
      Due to Manager                                  19,919                0
                                                   ----------       ----------
Net Cash Provided by (Used in) 
   Operating Activities                                4,385          (12,593)
                                                   ----------       ----------


Investment In Unimproved Land                         (5,527)          (3,044)
                                                   ----------       ----------

Net Cash Used In Investing Activities                 (5,527)          (3,044)
                                                   ----------       ----------

Net Decrease In Cash                                  (1,142)         (15,637)

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

Cash at the End of the Period                      $     862        $   7,840
                                                   =========        =========
</TABLE>


See Accompanying Notes to Financial Statements


<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 June 30, 1998 and  the  results of its  operations,  and cash
flows for the three and six  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 Partners
in the Partnership areWilliam O.  Passo, Anthony W. Thompson,  Scott E. McDaniel
of TMP  Properties, a California General Partnership and TMP Investments Inc.

On  March 12, 1998, the General Partners  of  the  Partnership  entered  into an
agreement   (the Agreement)  with   PacWest  Inland  Empire,  LLC  (PacWest),  a
Delaware  limited  liability company, whereby  PacWest paid  the GeneralPartners
of the  Partnership  and ten other related  partnerships,  a total of  $300,000;
and agreed to pay up to a total of $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
Agreement.

PacWest entered into a management, administrative and consulting agreement as of
April 1, 1998,  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..  As of June 30,1998 the Partnership owes PacWest
$19,919 relating to this agreement.  PacWest has  also agreed to provide certain
liquidity   to   this   Partnership   as  discussed  in   the   MD&A  section of
this report.

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 tax as 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 June 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 - Commissions Payable

As of June 30, 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  $2,659,594.  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 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  were
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
have been restated as current expenses in the amount  of $3,525 and  $11,875 for
the three and six months ended June 30, 1997.





<PAGE>


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

Results of Operations
Partnership  revenues during the three and six month periods ended June 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 three  months  ended June 30,  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.

General and administrative expenses for the  three  months  and six months ended
June 30, 1997 and 1998 represent legal,  accounting  and  related expenses which
vary from quarter to quarter based on certain activity in the fund.  In addition
they  reflect  fees  charged  to  the  partnershp   or  pursuant  to the PacWest
Management Agreement described in note 1 to the financial statements for various
management and administrative service.

Liquidity and Capital Resources

Management  believes that cash reserves as of June 30, 1998 are  insufficient to
meet  the  anticipated  cash  requirements  of the  Partnership  for the next 12
months.  Management  has  withheld  the  payment  of certain  expenses,  such as
property  taxes.  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,  back taxes 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
partnership is limited to a maximum of $2.5 million.

TMP  properties  and TMP  Investments,  Inc.  will  remain as General  Partners,
however,  PacWest has acquired the General Partner's  unsubordinated 1% interest
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 Partner for
such services over the past five years.

As Partnership  properties are sold, cash will be used to first pay back PacWest
loans, then other creditors, then to accrued by unpaid Partnership indebtedness.

Sale proceeds in excess of the amount necessary to pay Partnership  indebtedness
shall be split 90% to the Partnership and 10% to PacWest.

The General Partners believe that ultimately,  this will benefit the Partnership
and  the  Limited  Partners.   Without  the  cash  infusion  from  PacWest,  the
Partnership  stands  to  lose  some  or  all  of its  properties  either  due to
foreclosure resulting from the inability to pay outstanding loans or for failure
to pay property taxes.

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  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.



<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




<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: (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. V.P.

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

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

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

                       By:   \s\ Scott E. McDaniel
                                 Scott E. McDaniel, General Partner