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                                  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, 1997



                           Commission File No. 0-20120


                           TMP INLAND EMPIRE VII, LTD.
                        A CALIFORNIA LIMITED PARTNERSHIP
             (Exact name of registrant as specified in its charter)



         CALIFORNIA                                  33-0416043
(State or other jurisdiction of                    (I.R.S. Employer
incorporation or organization)                   Identification No.)


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 [ ]




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                           TMP INLAND EMPIRE VII, LTD
                        a California Limited Partnership



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, 1997 and December 31, 1996

Statements of Income for the Three Months ended March 31, 1997 and
1996

Statements of Cash Flows for the Three Months ended March 31, 1997, and
1996

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, 1997 and the results of its operations, changes in
partners' equity, and cash flows for the periods then ended.



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                           TMP INLAND EMPIRE VII, LTD.
                        a California Limited Partnership

                                 Balance Sheets
<TABLE>
<CAPTION>
                                           March 31,        December 31,
                                              1997               1996
<S>                                       <C>               <C>        
Assets

Cash                                      $   83,377        $     7,755
Accounts Receivable                                -                  -
Investment in Unimproved Land (Note 1)     2,361,702          2,300,000
Notes Receivable                                   -                  -
Interest Receivable                                -                  -
Organization Expenses                              -                  -

   Total Assets                           $2,445,079        $ 2,307,755

Liabilities and Partners' Capital

Accounts Payable and Accrued Liabilties   $   92,250        $    85,165
Due to Affiliates                             11,323                703
Property Taxes Payable (Note 3)               81,897             87,494
Notes Payable (Note 4)                       354,628            229,628

   Total Liabilities                      $  540,098        $   402,990


Partners' capital

General Partners                          $  (57,878)       $   (57,880)
Limited Partners; 11,500 equity
units authorized and outstanding           1,962,859          1,962,645

   Total Partners' Capital                $1,904,981        $ 1,904,765


Total Liabilities & Partners' Capital     $2,445,079        $ 2,307,755
</TABLE>




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                           TMP INLAND EMPIRE VII, LTD.

                        a California Limited Partnership
                              Statements of Income


<TABLE>
<CAPTION>
                                           Three Months Ended March 31,
                                               1997             1996

<S>                                        <C>              <C>
Land Sales                                      $0               $0

Cost of Land Sales                              $0               $0

  Gross Profit                                  $0               $0

Interest and Other Income                     $216             $ 56

General and Admin. Expense                      $0               $0

Amortization                                    $0            $(514)

  Net Income (Loss)                           $216            $(458)

Allocation of Net Income (Loss) (Note 2)

     General Partners                           $2           $   (5)

     Limited Partners                         $214           $ (453)

     Limited Partners, per unit              $0.02           $(0.05)
</TABLE>





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                           TMP INLAND EMPIRE VII, LTD.
                        a California Limited Partnership

                             Statement of Cash Flows
<TABLE>
<CAPTION>
                                            Three Months Ended March 31,
                                                   1997          1996
<S>                                           <C>            <C>      
Net Income (Loss)                             $     216     $    (458)

Cash Flow from operating activities 
  Adjustments to reconcile net income (loss)
  to net cash used in operating activities:

Amortization of organization costs                    -           514

(Increase) in investment in unimproved land     (61,701)      (28,055)

(Increase) Decrease in Receivables                    -             -

(Increase) Decrease in Prepaid Expense                -             -

Increase (Decrease) in Accounts Payable
   and Accrued Liabilites                        12,108        27,909

Decline in fair value of unimproved land              -             -

Net Cash provided by (used in)
   Operating Activities                       $ (49,377)    $     (90)


Cash Flow from Financing Activities
   (Increase) Decrease in Notes Receivable            -             -
   Increase (Decrease) in Notes Payable       $ 125,000             -

Net Cash provided by Financing Activities       125,000             -


Net Increase (Decrease) in Cash               $  75,623     $     (90)

Cash, Beginning of Period                     $   7,754     $   8,660

Cash, End of Period                           $  83,377     $   8,570



Supplemental disclosures of cash flow information:

Income taxes paid                                     -             -
Interest paid                                         -             -
</TABLE>


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                           TMP INLAND EMPIRE VII, LTD
                        a California Limited Partnership
                        Notes to the Financial Statements
                    For the Three Months Ended March 31, 1997
                                   (Unaudited)


NOTE 1 -  Summary of Significant Accounting Policies

Accounting Method - TMP Inland Empire VII, 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.

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 83.5 percent to the limited partners and 16.5
percent to the general partners.

As of March 31, 1997 and 1996, profits, losses and cash distributions were
allocated 99 percent to the limited partners and one percent to the general
partners.

NOTE 3 - Property Taxes Payable

Property taxes payable at March 31, 1997 are as follows:
<TABLE>
<S>                        <C>     
1995                       $ 20,043
1996                       $ 54,548
1997                       $  7,306
                           --------
                           $ 81,897
                           ========
</TABLE>

If property taxes remain delinquent for five years, the County can foreclose on
the property. Management plans to take necessary action to prevent foreclosures.


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NOTE 4 - Notes Payable

As of March 31, 1997 and 1996, the Partnership had three notes payable totaling
$229,628 to a third party engineering company. The notes were issued in return
for engineering work performed and are due and payable upon sale of certain
Partnership properties, or March 1, 1996, whichever comes first. The notes bear
interest at 10 percent per annum. The general partners are negotiating an
extension on the notes in return for securing the notes as first trust deeds.

As of March 31, 1997, the Partnership had a note payable to a private lender.
The note bears interest at 14% per annum and matures February 1999. The note is
secured by Partnership land.

<PAGE>   8
                           TMP INLAND EMPIRE VII, LTD.
                        a California Limited Partnership
                    For the Three Months Ended March 31, 1997


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

Partnership revenues during the three months ended March 31, 1997 and 1996
consisted primarily of interest earned on funds held in reserve. No properties
were sold during the periods presented.

During the three months ended March 31, 1997, operating activities used
approximately $49,000, mostly for carrying costs of the land held for
investment. Financing activities provided $125,000 from a new loan.

During the three months ended March 31, 1996, the Partnership used approximately
$28,000 for carrying costs of the land held for investment, which was accrued as
a payable but not paid.

The Partnership had five properties at March 31, 1997 that are being held for
appreciation and resale. Upon the property sale, the Partnership intends to pay
Partnership obligations and distribute the remaining sales proceeds, less any
reserves needed for operations, to the partners.

The Partnership has insufficient cash on hand to meet the anticipated cash
requirements of the Partnership for the next twelve months. Management may
attempt to sell one or more parcels of land or procure a loan secured by
Partnership land. As an alternative, management may withhold payment of certain
expenses such as property taxes or expense reimbursements to the general
partner.



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SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

Date:  May 9, 1997

                     TMP INLAND EMPIRE VII, LTD.
                             a California Limited Partnership

                     By: TMP Investments, Inc., as General Partner

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

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

                                /s/
                          By:___________________________________
                                Michael C. Sun,
                                Chief Financial Officer


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

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

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

                                /s/
                          By:___________________________________
                                 Scott E. McDaniel, General Partner