<PAGE>

                     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 30,1999
                           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 92705
                              Santa Ana, California
          (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


<PAGE>



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   30,1999  and  December  31,  1998,
         Statements  of Income  for the three and nine  months  ended  September
         30,1999  and 1998,  and  Statements  of Cash Flows for the nine  months
         ended September 30,1999 and 1998.

         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 30,1999 and 1998, (b) the financial  position at
         September  30,1999  and (c) the cash  flows for the nine  months  ended
         September  30,1999  and  1998.  Interim  results  are  not  necessarily
         indicative of results for a full year.

         The balance  sheet  presented  as of December 31, 1998 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.














<PAGE>
<TABLE>
<CAPTION>




                           TMP INLAND EMPIRE II, LTD.
                        A California Limited Partnership

                                 Balance Sheets

                                                September 30,       December 31,
                                                   1999                1998
                                               (unaudited)
                                               -------------        ------------
                                     Assets
<S>                                           <C>                  <C>

Cash                                          $           982      $        375
Prepaid Expenses                                            0             6,880
Investment In Unimproved Land, net (Note 1)         1,036,014         1,027,135
                                                 ------------        -----------

   Total Assets                               $     1,036,996      $  1,034,390
                                                    =========          =========


                        Liabilities and Partners' Capital

Accounts Payable                              $           0        $          0
Due to Affiliates (Note 5 and 6)                      104,054            71,038
Commission Payable to Affiliate (Note 6)               90,000            90,000
Property Taxes Payable                                  1,559                 0
Franchise Tax Payable                                     800               800
                                                 ------------        -----------

             Total Liabilities                        196,413           161,838
                                                 ------------        -----------

General Partners                                      (56,177)          (55,857)
Limited Partners; 7,250 Equity Units
  Authorized and Outstanding                          896,760           928,409
                                                 ------------        -----------

             Total Partners Capital                   840,583           872,552
                                                 ------------         ----------

Total Liabilities and Partners' Capital       $     1,036,996      $  1,034,390
                                                  ===========        ===========
</TABLE>














                 See Accompanying Notes to Financial Statements


<PAGE>
<TABLE>
<CAPTION>


                           TMP INLAND EMPIRE II, LTD.
                        A California Limited Partnership

                              Statements of Income
                                   (Unaudited)


                                                      Three Months Ended
                                              September 30          September 30
                                                     1999                  1998
                                             -------------          ------------
<S>                                           <C>                   <C>

Income
     Interest                                 $           0         $         0
                                               ------------         ------------

Total Interest Income                                     0                   0
                                               ------------         ------------

Expenses
     Accounting & Financial Reporting                 1,638               7,136
     Outside Professional Services                    2,400               4,858
     General & Administrative                           865               3,754
     Interest                                         2,703                  47
                                               ------------         ------------

Total Expenses                                        7,606              15,795
                                               ------------         ------------

Loss Before Taxes                                    (7,606)            (15,795)

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

Net Loss                                      $       7,606)        $    15,795)
                                                ============     ===============
   Allocation of Net Loss (Note 4)

     General Partners, in the Aggregate       $         (76)        $      (158)
                                                 ===========         ===========

     Limited Partners, in the Aggregate       $      (7,530)        $   (15,637)
                                                ============         ===========

     Limited Partners, per Equity Unit        $       (1.04)        $     (2.16)
                                                 ===========         ===========
</TABLE>










                 See Accompanying Notes to Financial Statements



<PAGE>
<TABLE>
<CAPTION>


                           TMP INLAND EMPIRE II, LTD.
                        A California Limited Partnership

                              Statements of Income
                                   (Unaudited)


                                                         Nine months ended
                                                  September 30      September 30
                                                        1999              1998
                                                  ------------     -------------
<S>                                               <C>               <C>


Income
     Interest                                     $       0         $         3
                                                 ------------       ------------

Total Interest Income                                     0                   3

Expenses
     Accounting & Financial Reporting                  10,007            16,767
     Outside Professional Services                      7,216             7,727
     General & Administrative                           6,634             5,793
     Interest                                           7,312               323
                                                 ------------       ------------

Total Expenses                                         31,169            30,610
                                                 ------------       ------------

Loss Before Taxes                                     (31,169)          (30,607)

     State Franchise Tax                                  800               800
                                                 ------------       ------------

Net Loss                                          $   (31,969)      $   (31,407)
                                                  ============      ============
Allocation of Net Loss
(Note 4)

       General Partners, in the Aggregate         $      (320)      $      (314)
                                                   ===========       ===========

       Limited Partners, in the Aggregate         $   (31,649)      $   (31,093)
                                                  ===========        ===========

       Limited Partners, per Equity Unit          $     (4.37)      $     (4.29)
                                                   ===========       ===========
</TABLE>















                 See Accompanying Notes to Financial Statements

<PAGE>
<TABLE>
<CAPTION>


                           TMP INLAND EMPIRE II, LTD.
                        A California Limited Partnership

                             Statement of Cash Flows
                                   (Unaudited)

                                                         Nine months ended
                                                   September 30     September 30
                                                         1999               1998
                                                 --------------    -------------
<S>                                              <C>               <C>
Cash Flows from Operating Activities:

Net Loss                                         $    (31,969)     $    (31,407)

Adjustments to Reconcile Net Loss to Net Cash
    Provided By Operating Activities:
       Increase in Due to Affiliates                   33,016            49,436
       Increase in Property Taxes Payable               1,559             1,534
       Increase in Accounts Payable                         0             3,198
       Decrease (Increase) in Prepaid Expenses          6,880            (3,637)
                                                 ------------        -----------

      Net Cash Provided By Operating Activities         9,486            19,124
Cash Flows from Investing Activities:

       Increase in Investment in Unimproved Land       (8,879)          (18,112)
                                                  ------------       -----------

          Net Cash Used In Investing Activities        (8,879)          (18,112)
                                                 ------------          ---------

Net Increase In Cash                                      607             1,012

Cash, Beginning of Period                                 375             2,004
                                                  -----------        -----------

Cash, End of Period                              $        982      $      3,016
                                                   ==========            =======

Supplemental Disclosure of Cash Flow
Information:

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

Cash Paid for Interest                           $        --       $        --
                                                 ============         ==========
</TABLE>









                 See Accompanying Notes to Financial Statements

<PAGE>


                            TMP INLAND EMPIRE II, LTD
                        A California Limited Partnership

                        Notes to the Financial Statements
                   For the Nine months ended September 30,1999
                                   (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 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  Partnership is treated as a general and limited  partnership
for income tax purposes and accordingly any income or loss is passed through and
taxable to the  individual  partners.  Accordingly,  there is no  provision  for
federal income taxes in the  accompanying  financial  statements.  However,  the
minimum California Franchise Tax payable annually by the Partnership is $800.

Note 2 - Organization of the Partnershi

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.  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.


<PAGE>

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 1999 or 1998.

Note 5 - Agreements with PacWest

In March 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 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.

Pursuant  to  a  management,   administrative,  and  consulting  agreement  (the
Management 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  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
over a 24-month  period  beginning  April 1, 1998. The borrowings are secured by
the  Partnership's  properties,  and funds  will be loaned,  as  needed,  in the
opinion of the general  partners.  These funds are not to exceed 50% of the 1997
appraised  value  of the  properties,  and  will  primarily  be  used to pay for
on-going property  maintenance,  pay down existing debt, back property taxes and
appropriate entitlement costs.

PacWest,  can, at their option,  make additional  advances with the agreement of
the general  partners;  however,  the aggregate amount of cash loaned to the TMP
Land Partnerships is limited to a maximum of $2,500,000.

In April 1998,  PacWest  entered into 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 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  30,1999,   the  Partnership  has  an  amount  due  of
approximately $100,000 to PacWest related to the aforementioned agreements.


<PAGE>

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.

The general  partners  and an  affiliated  company of the general  partners  for
office,  secretarial and advertising  expenses,  charged the Partnership  $9,790
during the year ended December 31, 1997. As of September 30,1999 the Partnership
had a payable of approximately $4,500 to the general partners and the affiliated
company.

At September 30,1999, $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 30,1999 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 1999.

Note 7 - Year 2000 Issue (unaudited)

Like other organizations and individuals around the world, the Partnership could
be  adversely  affected  if the  computer  systems it uses and those used by the
Partnerships'  major customers and vendors do not properly process and calculate
date-related  information  and data  from and after  January  1,  2000.  This is
commonly  known as the "Year 2000 Issue."  Management  is assessing its computer
systems and the systems compliance issues of its major service providers.  Based
on information  available to management,  the Partnership's  major customers and
vendors are taking  steps that they believe are  reasonably  designed to address
the Year 2000 Issue with  respect to  computer  systems  that they use.  At this
time,  however,  there can be no assurance  that these steps will be sufficient,
and the failure of a timely completion of all necessary  procedures could have a
material  adverse  effect  on  the  Partnership's  operations.  Management  will
continue to monitor the status of, and its exposure to, this issue.



<PAGE>


                           TMP INLAND EMPIRE II, LTD.
                        A California Limited Partnership
                   For the Nine months ended September 30,1999


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.  Such statements are subject to
certain risks and uncertainties, including without limitation those discussed in
"Risk Factors" sections of this report. 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,
1998.

During the period from inception  through December 31, 1988, the Partnership was
engaged primarily in the sale of Units of Limited  Partnership  Interest 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,  1994-1998  consisted  primarily of interest  income earned on
funds held and income from the forfeiture of nonrefundable deposits.

The  Partnership  recognized  losses in 1995 and 1996 due to the  write-down  in
value of the  Partnership  land. The decline in land value was due mainly to the
downturn in Southern California's real estate market.

In  compliance  with  Statement  of  Financial  Accounting  Standards  No. 121 -
Accounting for the Impairment of Long-Lived  Assets and for Long-Lived Assets to
Disposed of (SFAS 121),  the 1996 financial  statements  reported an expense for
the decline in fair value of unimproved  land of $2,659,615.  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.
Pursuant to additional review by management and the predecessor accounting firm,
it was determined  that SFAS 121 does not provide for recording  appreciation in
fair  value of a real  estate  asset.  Therefore,  the  predecessor  independent
accounting  firm  restated the 1997  financial  statements  on August 3, 1998 to
reverse the appreciation in fair value of land.

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

<PAGE>

Fiscal Quarters Ended September 30,1999 and 1998

There  were no  revenues  of the  Partnership  during  the three and nine  month
periods ended September 30,1999.  Partnership revenues during the three and nine
month periods ended September 30,1998 consisted of interest earned on funds held
in reserve. No properties were sold during the periods presented.

Investing  activities for the nine months ended September  30,1999 and 1998 used
approximately  $8,900 and  $18,100  respectively,  most of which was used to pay
development and carrying costs of the unimproved land held for investment.

Total expenses for the three months ended  September  30,1999  compared with the
three months ended  September  30,1998,  decreased by  approximately  $8,200 due
primarily to decreases in Accounting & Financial Reporting, Outside Professional
Services  and  General  and   Administrative.   Interest  Expense  increased  by
approximately  $2,700 or 98% pursuant to the  Financing  Agreement  with PacWest
entered into April 1, 1998.  Decreases in office  supplies,  postage and copies,
and billings of certain  administrative  costs from the  Partnerships'  investor
relations' service provider caused the overall decrease of $2,889 in General and
Administrative Expenses.  Continuity and experience with the internal accounting
staff and external  accountant  reviews is the  explanation  for the decrease in
Accounting and Financial  Reporting of  approximately  $5,500.  The  significant
decrease of approximately $2,500 or 50% in Outside Professional  Services is due
to certain  insurance  expenses paid in 1998 for coverage that coverage has been
deferred in 1999 and  therefore  no payment has been made during the three month
period ended September 30, 1999.

Total  expenses for the nine months ended  September  30,1999  compared with the
nine months ended September 30,1998, increased by approximately $600, or 2%, due
primarily to the  increase in General and  Administrative  and Interest  expense
which were partially  offset by decreases in Accounting and Financial  Reporting
and Outside  Professional  Services.  Increases  in office  supplies  caused the
overall  increase  of $841 in  General  and  Administrative  Expenses.  Interest
Expense  increased  by  approximately  $7,000 or 96%  pursuant to the  Financing
Agreement with PacWest  entered into April 1, 1998and  therefore only six months
of interest  expense was incurred  during the nine-month  period ended September
30,1998.  Continuity  and  experience  with the  internal  accounting  staff and
external  accountant  reviews is the  explanation for the decrease in Accounting
and Financial Reporting of approximately $6,800.

A decrease of $6,880 or 100% was  incurred  relating to Prepaid  Expenses due to
the  requirement of certain vendors  requesting  prepayment of their fees during
1998 for 1999  services.  No such  request  was made  during  the  period  ended
September 30,1999.

Due to Affiliates  increases as the  Partnership  pays its' operating  costs. As
discussed above, and pursuant to the Financing Agreement,  all funds required to
pay for operating costs are received from PacWest.

The  Partnership  had one  property at September  30,1999 that is currently  for
sale. 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.


Liquidity and Capital Resources

The Partnership has raised a total of $6,564,041, net of syndication costs, from
the sale of limited  partnership 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. The remaining one property was listed for sale in January 1999.

The Partnership's  remaining parcel of land is located in San Bernardino County.
That region of Southern California  experienced a significant economic recession
that has substantially  eroded the value of real estate in that area. The region
is beginning to show some signs of recovery; however, the recovery has been very
slow.

<PAGE>

In  March,  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 a total of $300,000 to
the general partners of the Partnership and ten other related  partnerships (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
over a 24-month  period  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.

PacWest,  can, at their option,  make additional  advances with the agreement of
the general  partners.  However,  the aggregate amount of cash loaned to the TMP
Land Partnerships is limited to a maximum of $2,500,000.

In April 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 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.

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.

RISK FACTORS

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 code  fields  will need to accept  four
digit entries to distinguish  21st century dates. As a result,  computer systems
and/or software used by organizations may need to be 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 has
developed and implemented 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.

The Partnership  utilizes a number of computer  software  programs and operating
systems  across  its  organization  including  applications  used  in  financial
business  systems and various  administrative  functions.  The  Partnership  has
established an action plan for addressing Year 2000 issues. As a general matter,
the  Partnership is vulnerable to failures by third parties to address their own
Year 2000  issues.  The  Partnership  relies  heavily  upon  third  parties  for
financial services.  There can be no assurance that the Partnership's  suppliers
and other third parties will adequately  address their Year 2000 issues, and any
such  issues  could  have a  material  adverse  affect  upon  the  Partnership's
financial condition and results of operation.
<PAGE>

The  Partnership  has not spent a  material  amount of  financial  resources  to
remediate  Year  2000  problems  and does not  anticipate  that it will  spend a
material  amount of financial  resources to remediate  Year 2000 problems in the
future. The costs of such remediation will be part of the Partnership's  general
and administrative expenses.



<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: November 2, 1999

                           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