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 March 31, 2001                           Commission File No. 0-20120
                           TMP INLAND EMPIRE VII, LTD.                        A CALIFORNIA LIMITED PARTNERSHIP          (Name of small business issuer as specified in its charter)
CALIFORNIA                                                                                                                            33-0386437(State or other jurisdiction                                                                                                      (I.R.S.  Employer Identification No.) ofincorporation 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 theExchange Act during the past 12 months (or for such shorter period that theregistrant was required to file such reports), and [2] has been subject to suchfiling 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 March31, 2001 and December 31, 2000, Statements of Operations for the three monthsended March 31, 2001 and 2000, and Statements of Cash Flows for the three monthsended March 31, 2001 and 2000. 

The interim financialstatements presented have been prepared by the Partnership without audit and inthe opinion of the management, reflect all adjustments of a normal recurringnature necessary for a fair statement of (a) the results of operations for thethree months ended March 31, 2001 and 2000 (b) the financial position at March31, 2001 and (c) the cash flows for the three months ended March 31, 2001 and2000. Interim results are not necessarily indicative of results for a full year. 

The balance sheet presentedas of December 31, 2000 has been derived from the financial statements that havebeen audited by the Partnership’s independent public accountants. Thefinancial statements and notes are condensed as permitted by Form 10-QSB and donot contain certain information included in the annual financial statements andnotes of the Partnership. The financial statements and notes included hereinshould be read in conjunction with the financial statements and notes includedin the Partnership’s Form 10-KSB. 

2                           TMP INLAND EMPIRE VII, LTD.                        A California Limited Partnership                                 Balance Sheets                                                  March 31,   December 31,                                                    2001          2000                                                (Unaudited)                                                -----------   -----------                                     AssetsCash ..........................................$        72    $        52Prepaid Expenses ..............................      3,199              0Investment in Unimproved Land, net (Note 1) ...  2,707,000      2,902,668                                               -----------    -----------    Total Assets ..............................$ 2,710,271    $ 2,902,720                                               ===========    ===========                        Liabilities and Partners' CapitalAccounts Payable ..............................$     3,175    $    15,881Due to Affiliates (Note 5)  ...................  1,135,217      1,058,420Franchise Tax Payable .........................      1,600            800Property Taxes Payable ........................     56,722         43,863Notes Payable (Note 7) ........................    369,000        369,000                                               -----------    -----------    Total Liabilities .........................  1,565,714      1,487,964                                               -----------    -----------General Partners ..............................    (65,482)       (62,780)Limited Partners: 8,700 Equity Units  Authorized and Outstanding ..................  1,210,039      1,477,536                                               -----------    -----------    Total Partners' Capital ...................  1,144,557      1,414,756                                               -----------    -----------    Total Liabilities and Partners' Capital ...$ 2,710,271    $ 2,902,720                                               ===========    ===========                 See Accompanying Notes to Financial Statements
3                           TMP INLAND EMPIRE VII, LTD.                        A California Limited Partnership                            Statements of Operations                                   (Unaudited)                                                    Three Months Ended                                                  March 31,     March 31,                                                   2001           2000                                              ------------   -----------Income     Interest .................................$         0    $         0                                               -----------    -----------Total Income ..................................          0              0                                               -----------    -----------Expenses     Accounting & Financial Reporting .........      5,402         15,801     Outside Professional Services ............      5,819          8,846     General  & Administrative ................      1,031          3,226     Interest .................................     31,983         23,101     Decline in Market Value...................    225,164                                               -----------    -----------Total Expenses ................................    269,399         50,974                                               -----------    -----------Loss Before Income Taxes ......................   (269,399)       (50,974)     State Franchise Tax ......................       (800)          (800)                                               -----------    -----------Net Loss ......................................$  (270,199)   $   (51,774)                                               ===========    ===========Allocation of Net Loss  (Note 4):     General Partners, in the Aggregate: ......$    (2,702)   $      (518)                                               ===========    ===========     Limited Partners, in the Aggregate: ......$  (267,497)   $   (51,256)                                               ===========    ===========     Limited Partners, per Equity Unit: .......$    (30.75)   $     (5.89)                                               ===========    ===========                 See Accompanying Notes to Financial Statements
4                           TMP INLAND EMPIRE VII, LTD                        A California Limited Partnership                             Statement of Cash Flows                                   (Unaudited)                                                     Three months Ended                                                 March 31,       March 31,                                                   2001            2000                                               -----------    -----------Cash Flows from Operating Activities:Net Loss ......................................$  (270,199)   $   (51,774)  Adjustments to Reconcile Net Loss to Net    Cash Provided By Operating Activities:    Decline in Market Value....................    225,164    Increase in Due to Affiliates .............     76,796         55,642    (Increase) in Prepaid Expenses ............     (3,199)             0    (Decrease) Increase in Accounts Payable ...    (12,706)         8,631    Increase in Franchise Tax Payable .........        800            800    Increase in Property Taxes Payable ........     12,859         12,987                                               -----------    -----------      Net Cash Provided By Operating      Activities ..............................     29,515         26,286                                               -----------    -----------Cash Flows from Investing Activities:    Increase in Investment in Unimproved Land .    (29,495)       (26,523)                                               -----------    -----------       Net Cash Used In Investing Activities ..    (29,495)       (26,523)                                               -----------    -----------Net Increase (Decrease) in Cash ...............         20           (237)Cash, Beginning of Period .....................         52          3,138                                               -----------    -----------Cash, End of Period ...........................$        72    $     2,901                                               ===========    ===========Supplemental Disclosure of Cash FlowInformation:Cash Paid for Taxes ...........................$         0    $         0                                               ===========    ===========Cash Paid for Interest ........................$    31,841    $    83,557                                               ===========    ===========                 See Accompanying Notes to Financial Statements
5
                           TMP INLAND EMPIRE VII, LTD.                        A California Limited Partnership                        Notes to the Financial Statements                                 March 31, 2001                                   (Unaudited)
Note 1 - General and Summary of Significant Accounting Policies
General - TMP InlandEmpire VII, Ltd. (the Partnership) was organized in 1990 in accordance with theprovisions of the California Uniform Limited Partnership Act for the purpose ofacquiring, developing and operating real property in the Inland Empire area ofSouthern California. 

Accounting Method -The Partnership’s policy is to prepare its financial statements on theaccrual basis of accounting. 

Investment in UnimprovedLand - Investment in unimproved land is stated at the lower of cost or fairvalue. All costs associated with the acquisition of a property are capitalized.Additionally, the Partnership capitalizes all direct carrying costs (such asinterest and property taxes). These costs are added to the cost of theproperties and are deducted from the sales prices to determine gains whenproperties are sold. 

Syndication Costs -Syndication costs (such as commissions, printing, and legal fees) totaling$1,007,223 represent costs incurred to raise capital and, accordingly, arerecorded as a reduction in partners’ capital (see Note 3). 

Use of Estimates -The preparation of financial statements in conformity with generally acceptedaccounting principles requires management to make estimates and assumptions thataffect the reported amounts of assets and liabilities and the disclosure ofcontingent assets and liabilities at the date of the financial statements andthe reported amounts of revenues and expenses during the reporting period.Actual results could differ from these estimates. 

Concentration - Allunimproved land parcels held for investment are located in the Inland Empirearea of Southern California. The eventual sales price of all parcels is highlydependent on the real estate market condition in that geographical area. ThePartnership attempts to mitigate any potential risk by continually monitoringthe market conditions and holding the land parcels through any periods ofdeclining market conditions. 

Income Taxes - Theentity is treated as a partnership for income tax purposes and accordingly anyincome or loss is passed through and taxable to the individual partners.Accordingly, there is no provision for federal income taxes in the accompanyingfinancial statements. However, the minimum California Franchise Tax payableannually by the Partnership is $800. 

6
                           TMP INLAND EMPIRE VII, LTD.                        A California Limited Partnership                        Notes to the Financial Statements                                 March 31, 2001                                   (Unaudited)
Note 2 - Organization of the Partnership
The  Partnership  was originally  formed on July 20, 1990 with TMP Properties (ACalifornia  General  Partnership)  and  TMP  Investments,   Inc.  (A  CaliforniaCorporation)  as the General  Partners.  The  partners  of TMP  Properties  areWilliam O. Passo,  Anthony W. Thompson and Scott E.  McDaniel.  William O. Passoand Anthony W. Thompson were the  shareholders  of TMP  Investments,  Inc. untilOctober 1, 1995, when they sold their shares to TMP Group,  Inc. and then becamethe shareholders of TMP Group, Inc.
The Partnership originallyacquired four separate parcels of unimproved real property in Riverside and SanBernardino Counties, California. During 1992, one additional parcel in RiversideCounty was purchased by the Partnership. The properties were to be held forinvestment, appreciation, and ultimate sale and/or improvement of all or portionthereof, either alone or in conjunction with a joint venture partner.

The partnership agreementprovides for two types of investments: Individual Retirement Accounts (IRA) andothers. The IRA minimum purchase requirement was $2,000 and all others were aminimum purchase requirement of $5,000. The maximum liability of the limitedpartners is the amount of their capital contribution. 

Note 3 - Partners Contributions
The Partnership offered forsale 8,700 units at $1,000 each to qualified investors. As of December 31, 1992,all 8,700 units had been sold for total limited partner contributions of$8,700,000. There have been no contributions made by the General Partners sinceits formation. As described in Note 1, syndication costs have been recorded as areduction in partners’ capital. 

Note 4 - Allocation of Profits, Losses and Cash Distributions
Profits, losses, and cashdistributions are allocated 99 percent to the limited partners and one percentto the General Partners until the limited partners have received an amount equalto their capital contributions plus a cumulative, non-compounded return of sixpercent per annum based on their adjusted capital account balances. At thatpoint, remaining profits, losses and cash distributions are allocated 83.5percent to the limited partners and 16.5 percent to the General Partners. Therewere no distributions in 2001 or 2000. 

7
                           TMP INLAND EMPIRE VII, LTD.                        A California Limited Partnership                        Notes to the Financial Statements                                 March 31, 2001                                   (Unaudited)
Note 5 - Agreements with PacWest
In March 1998, the GeneralPartners entered into an agreement (the Financing Agreement) with PacWest,whereby PacWest paid a total of $300,000 to the General Partners and ten otherrelated partnerships (the TMP Land Partnerships). In addition, PacWest agreed topay up to an additional $300,000 for any deficit capital accounts for these 11partnerships in exchange for the rights to the General Partners’distributions; referred to as a “distribution fee” as defined by theFinancing Agreement. 

In addition, PacWest hasagreed to loan and/or secure a loan for the TMP Land Partnerships in the amountof $2,500,000. Loan proceeds will be allocated among the TMP Land Partnerships,based on partnership needs, from recommendations made by PacWest, and under theapproval and/or direction of the General Partners. A portion of these funds willbe loaned to the Partnership at 12% simple interest beginning April 1, 1998. Theborrowings are secured by the Partnership’s properties, and funds will beloaned, as needed, in the opinion of the General Partners. These funds are notto exceed 50% of the 1997 appraised value of the properties, and will primarilybe used to pay for on-going property maintenance, reduction of existing debt,property taxes in arrears, appropriate entitlement costs and partnershipoperations. 

PacWest, can, at theiroption, make additional advances with the agreement of the General Partners;however, the aggregate amount of cash loaned to the TMP Land Partnerships islimited to a maximum of $2,500,000. 

As of March 31, 2001 theTMP Land Partnerships owe PacWest approximately $3,075,400, including advances& interest.

Effective August 1, 2000,the Partnership entered into the First Amendment to the Management Agreement(“First Amendment”). The purpose of the First Amendment is to clarifyand define certain language and the terms of the provisions of the ManagementAgreement. The Management Agreement, in its entirety, remains in effect apartfrom specific items discussed in the First Amendment. 

Certain items disclosed inthe First Amendment include 1) Revision of the “Asset AdministrationFee” schedule and its reduction upon the sale of any property, 2)“Participation Fee” wording is altered to read “Manager ProfitParticipation” and its calculation is defined, 3) the maximum amount of thePacWest loan to any Partnership shall not exceed fifty percent (50%) of the fairmarket value of all real properties owned by the Partnership, and the maximumamount of the PacWest loan secured against each specific parcel shall not exceeda loan-to-value ratio of fifty percent of the fair market 

8
                           TMP INLAND EMPIRE VII, LTD.                        A California Limited Partnership                        Notes to the Financial Statements                                 March 31, 2001                                   (Unaudited)
Note 5 - Agreements with PacWest (continued)
value of that parcel, 4)The maximum Total PacWest loan amount shall be $2,500,000 allocated between thePartnerships and each borrowing Partnership shall execute a Promissory Note (asattached to the First Amendment) and a Trust Deed (as attached to the FirstAmendment. PacWest and the TMP Land Partnerships shall be entitled to enter intoa separate written agreement to provide for a short term gap loan to coveremergency shortfalls, and 5) If the Partnerships need funds in excess of the$2,500,000, PacWest shall be entitled to obtain third party loans at marketinterest, secured against the real property of each Partnership to whom suchloan(s) is made. No such loan(s) shall be made without the written consent ofthe General Partners. 

Pursuant to the FinancingAgreement, PacWest has acquired the General Partners’ unsubordinated 1%interest in the Partnership and assumed responsibility for all partnershipadministration while not replacing any of the General Partners. 

In April 1998, PacWestentered into the Management Agreement with the General Partners to provide thePartnership with overall management, administrative and consulting services.PacWest currently contracts with third party service providers to performcertain of the financial, accounting, and investor relations’ services forthe Partnership. PacWest will charge a fee for its administrative services equalto an amount not to exceed the average reimbursements to the General Partnersfor such services over the past five years. As of March 31, 2001 and December31, 2000, the Partnership has an amount due of $1,135,217 and $1,058,420,respectively, including interest, to PacWest related to the aforementionedagreements. 

Note 6 - Related Party Transactions
Syndication costs (seeNotes 1 and 3) netted against partners’ capital contributions include$870,000 of selling commissions paid in prior years to TMP Capital Corp. for thesale of partnership units of which a portion was then paid to unrelatedregistered representatives. William O. Passo and Anthony W. Thompson were theshareholders of TMP Capital Corp. until October 1, 1995, when they sold theirshares to TMP Group, Inc. 

Investment in unimprovedland includes acquisition fees of $500,000 paid in prior years to TMPProperties, TMP Investments, Inc., and the General Partners, for servicesrendered in connection with the acquisition of the properties. 

See Note 5 regarding information on management of the Partnership during 2001.
9
                           TMP INLAND EMPIRE VII, LTD.                        A California Limited Partnership                        Notes to the Financial Statements                                 March 31, 2001                                   (Unaudited)
Note 7 - Notes Payable
In February 1997, thePartnership entered into a loan agreement with a private party. The note issecured by a deed of trust on a parcel of land owned by the Partnership inPerris, CA. The total loan amount of $125,000 accrued interest at 14% per annum,with the interest payable monthly beginning April 1, 1997. The principal wasoriginally due in February 1999. In February 1999, the Partnership paid anextension fee of $3,800 to extend the due date to February 2001, to decrease theinterest rate to 12.25% and reduce the monthly interest payment to $1,276beginning on March 1, 1999. In February 2001, the Partnership paid an extensionfee of $3,750 to extend the due date to February 2003. For the period endedMarch 31, 2001 and December 31, 2000, $3,828 and $15,312, respectively, of theinterest relating to this note payable has been paid and capitalized toinvestment in unimproved land. 

In 1997, the Partnershipentered into a loan agreement with a private party. The note is secured by adeed of trust on a parcel of land owned by the Partnership in Victorville, CA(Victorville 19.55 acres). The total loan amount of $233,825 accrued interest at13.5% per annum, and the interest was payable monthly. This note was refinancedin November 1999. The original lender was paid off and the Partnership enteredinto a new loan agreement. The new loan amount of $244,000 accrues interest at12% per annum. The interest payment of $2,440 is due monthly with the initialinterest payment due December 1, 1999. The due date of the loan is November2001. For the period and year ended March 31, 2001 and December 31, 2000, $7,320and $29,280, respectively, of interest relating to these two loans has been paidand capitalized to investment in unimproved land. 

Note 8-Decline in Market Value
In the quarter ended March 31, 2001 the Partnership experienced a loss due tothe write-down in value of Partnership land of approximately $225,000.  Thedecline in land value was mainly due to the downturn in the real estate marketapplicable to certain property locations.
10
                           TMP INLAND EMPIRE VII, LTD.                        A California Limited Partnership                                 March 31, 2001
Item 2. Management's  Discussion and Analysis of Financial Condition and Resultsof Operations.
The following discussionand analysis provides information that the Partnership’s managementbelieves is relevant to an assessment and understanding of thePartnership’s results of operations and financial condition. Thisdiscussion should be read in conjunction with the financial statements andfootnotes, which appear elsewhere in this report. 

This Quarterly Report onForm 10-QSB contains forward-looking statements within the meaning of Section27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Actof 1934, which are subject to the “safe harbor” created by thatsection. Words such as “expects,” “anticipates,”“intends,” “plans,” “believes,” “seeks,”“estimates” and similar expressions or variations of such words areintended to identify forward-looking statements, but are not the exclusive meansof identifying forward-looking statements in this report. Additionally,statements concerning future matters such as the features, benefits andadvantages of the Partnership’s property regarding matters that are nothistorical are forward-looking statements. The Partnership’s actual futureresults could differ materially from those projected in the forward-lookingstatements. The Partnership assumes no obligation to update the forward-lookingstatements. 

Readers are urged to review and consider carefully the various  disclosures madeby the Partnership in this report,  which attempts to advise interested  partiesof the risks and factors that may affect the Partnership's  business,  financialcondition and results of operations.
Results of Operations
The following discussionshould be read in conjunction with the attached financial statements and notesthereto and with the Partnership’s audited financial statements and notesthereto for the fiscal year ended December 31, 2000. 

During the period frominception (July 20, 1990) through December 31, 1991, the Partnership was engagedprimarily in the sale of Units and the investment of the subscription proceedsto purchase parcels of unimproved real property. The only cash revenues receivedduring 1995-1999 was from the interest income earned on funds held. 

The Partnership recognizedlosses 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 SouthernCalifornia’s real estate market. 

11
                           TMP INLAND EMPIRE VII, LTD.                        A California Limited Partnership                                 March 31, 2001
The  Partnership's  management  believes  that  inflation has not had a materialeffect on the Partnership's results of operations or financial condition.
Fiscal Periods Ended March 31, 2001 and 2000
There were no Partnership  revenues  during the periods ended March 31, 2001 andMarch 31, 2000. No properties were sold during the periods presented.
Investing activities forthe period ended March 31, 2001 and 2000 used $29,495 and $26,523 of cash,respectively; mainly to pay for development and carrying costs of the land heldfor investment. 

Total  expenses, notincluding  the decline in market  value of land,  for the period ended March 31,2001  compared  with the period  ended March 31,  2000,  decreased by $6,739 dueprimarily to decreases  in  Accounting  &  Financial  Reporting  and OutsideProfessional Services.  Accounting & Financial Reporting decrease of $10,399is directly  related to the timing of the costs incurred to prepare,  review andfile the appropriate financial  information for the Partnership.  These decreasewere partially  offset by an increase of $$8,882 in Interest Expense pursuant tothe Financing Agreement with PacWest entered into April 1, 1998. 

Due to Affiliates increases as the Partnership pays its' operating costs asPacWest is the source of operating funds for the Partnership.
Increases in Property TaxesPayable are directly related to certain current property taxes due in April& December 2000 and April 2001, not yet paid by the Partnership as of March31, 2001. 

In the quarter ended March 31, 2001 the Partnership experienced a loss due tothe write-down in value of Partnership land of approximately $225,000.  Thedecline in land value was mainly due to the downturn in the real estate marketapplicable to certain property locations.
The Partnership had fiveproperties as of March 31, 2001 that are currently listed for sale at salesprices ranging from $82,000 - $1,900,000. Upon the sale of each property, thePartnership intends to payback PacWest Loans, including interest, and thendistribute the sales proceeds, less any reserves needed for operations, to thepartners. 

Liquidity and Capital Resources
The Partnership has raiseda total of $7,722,751, net of syndication costs, from the sale of Units. Duringthe period from inception through December 31, 1995, the Partnership acquired atotal of five properties for all cash at a total expenditure of $7,457,705. ThePartnership capitalized the acquisition costs of the property and directcarrying costs, such as interest and property taxes. The Partnership does notintend to acquire any additional properties. The remaining five properties arebeing held for resale. Upon the sale of each property, the Partnership intendsto payback PacWest Loans, including interest, and then distribute the salesproceeds, less any reserves needed for operations, to the partners. 

12
                           TMP INLAND EMPIRE VII, LTD.                        A California Limited Partnership                                 March 31, 2001
The Partnership owns landin the Riverside and San Bernardino counties. That region of Southern Californiaexperienced a significant economic recession that has substantially eroded thevalue of real estate in that area. The region is beginning to show some signs ofrecovery; however, the recovery has been very slow. 

In March and November 1997,the General Partners procured loans of $125,000 and $233,825, respectively, toprovide cash for partnership operations. The loans are secured by theProperties. Both these loans were either paid off or renegotiated during theyear ended December 31, 1999. 

The  Partnership  had a note with Ludwig  Engineering for the engineering on theVictorville 70-acre parcel. This note was paid off in February 1999.
There are no current plansto further develop any of the parcels, and it is expected that no such planswould be undertaken unless adequate funding could be obtained, either from thesale or refinancing of parcels or from a joint venture partner. 

In March 1998, the GeneralPartners entered into an agreement (the Financing Agreement) with PacWest,whereby PacWest paid a total of $300,000 to the General Partners and ten otherrelated partnerships (the TMP Land Partnerships). PacWest agreed to pay up to anadditional $300,000 for any deficit capital accounts for these 11 partnershipsin exchange for the rights to distributions from the general partners; referredto as a “distribution fee” as defined by the Financing Agreement. 

In addition, PacWest hasagreed to loan and/or secure a loan for the TMP Land Partnerships in the amountof $2,500,000. Loan proceeds will be allocated among the TMP Land Partnerships,based on partnership needs, from recommendations made by PacWest, and under theapproval and/or direction of the general partners. A portion of these funds willbe loaned to the Partnership at 12% simple interest beginning April 1, 1998. Theborrowings are secured by the Partnership’s properties, and the funds willbe loaned, as needed, in the opinion of the general partners. These funds arenot to exceed 50% of the 1997 appraised value of the properties, and willprimarily be used to pay for on-going property maintenance, reduction ofexisting debt, property taxes in arrears, appropriate entitlement costs andpartnership operations. 

PacWest, can, at theiroption, make additional advances with the agreement of the General Partners;however, the aggregate amount of cash loaned to the TMP Land Partnerships islimited to a maximum of $2,500,000. 

As of March 31, 2001 theTMP Land Partnerships owe PacWest approximately $3,075,400, including advances& interest.

13
                           TMP INLAND EMPIRE VII, LTD.                        A California Limited Partnership                                 March 31, 2001
Effective August 1, 2000,the Partnership entered into the First Amendment to the Management Agreement(“First Amendment”). The purpose of the First Amendment is to clarifyand define certain language and the terms of the provisions of the ManagementAgreement. The Management Agreement, in its entirety, remains in effect apartfrom specific items discussed in the First Amendment. 

Certain items disclosed inthe First Amendment include 1) Revision of the “Asset AdministrationFee” schedule and its reduction upon the sale of any property, 2)“Participation Fee” wording is altered to read “Manager ProfitParticipation” and its calculation is defined, 3) the maximum amount of thePacWest loan to any Partnership shall not exceed fifty percent (50%) of the fairmarket value of all real properties owned by the Partnership, and the maximumamount of the PacWest loan secured against each specific parcel shall not exceeda loan-to-value ratio of fifty percent of the fair market value of that parcel,4) The maximum Total PacWest loan amount shall be $2,500,000 allocated betweenthe Partnerships and each borrowing Partnership shall execute a Promissory Note(as attached to the First Amendment) and a Trust Deed (as attached to the FirstAmendment. PacWest and the TMP Land Partnerships shall be entitled to enter intoa separate written agreement to provide for a short term gap loan to coveremergency shortfalls, and 5) If the Partnerships need funds in excess of the$2,500,000, PacWest shall be entitled to obtain third party loans at marketinterest, secured against the real property of each Partnership to whom suchloan(s) is made. No such loan(s) shall be made without the written consent ofthe General Partners. 

Pursuant to the FinancingAgreement, PacWest has acquired the General Partners’ unsubordinated 1%interest in the Partnership and assumed responsibility for all partnershipadministration while not replacing any of the General Partners. 

In April 1998, PacWestentered into the Management Agreement with the General Partners to provide thePartnership with overall management, administrative and consulting services.PacWest currently contracts with third party service providers to performcertain of the financial, accounting, and investor relations’ services forthe Partnership. PacWest is paid an annual fee of $16,000 for its administrativeservices. 

14SignaturesPursuant  to the  requirements  of the  Securities  exchange  Act of  1934,  theregistrant  has duly  caused  this  report  to be  signed  on its  behalf by theundersigned thereunto duly authorized.Date: May 11, 2001TMP INLAND EMPIRE VII, LTD.A California Limited PartnershipBy:      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 PresidentBy:      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 PartnerBy:    JAFCO, Inc., A California Corporation as Chief Accounting Officer                                 By:      \s\ John A. Fonseca                                       -------------------------------------                                          John A. Fonseca, President