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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, 1998

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

                           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 Identification No.)
incorporation or organization)

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

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

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


Indicate by check mark whether Registrant has [1] filed all reports required to
be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or such shorter period that the registrant was required
to file such reports) and [2] has been subject to such filing requirements for
the past 90 days.


Yes [X]         No [ ]


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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, 1998 and December 31, 1997,

          Statements of Income for the three months ended March 31, 1998 and
          1997.

          Statements of Cash Flows for the three months ended March 31, 1998 and
          1997.


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


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                           TMP INLAND EMPIRE VII, LTD.
                        A California Limited Partnership

                                 Balance Sheets


<TABLE>
<CAPTION>
Assets                                              March 31, 1998        December 31, 1997

<S>                                                 <C>                   <C>        
Cash                                                 $    99,162              $    96,862
Property Held For Investment                           4,354,163                4,280,000
Prepaid Expenses                                          24,817                   32,220

Total Assets                                         $ 4,478,142              $ 4,409,082
                                                     ===========              ===========


Liabilities and Partners Capital

Accrued Interest Payable                             $    34,418              $    27,934
Accounts Payable and Accrued Liabilities                       0                   11,609
Taxes Payable                                             37,569                   26,214
Notes Payable                                            676,529                  613,454

Total Liabilities                                    $   748,516              $   679,211
                                                     ===========              ===========

Partners' Capital

General Partners                                     $   (39,631)             $   (39,629)
Limited Partners 11,500 Equity
Units Authorized and Outstanding                       3,769,257                3,769,500

Total Partners Capital                               $ 3,729,626              $ 3,729,871

Total Liabilities and Partners Capital               $ 4,478,142              $ 4,409,082
                                                     ===========              ===========
</TABLE>


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                           TMP INLAND EMPIRE VII, LTD.
                        A California Limited Partnership

                              Statements of Income


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

Land Sales                                                0                 0

Cost of Land Sales                                        0                 0

Gross Profit                                              0                 0

Interest and Other Income                               555               216

Gross Income                                            555               216

General & Admin. Expense                                800                 0

Net Income                                             (245)              216
                                                       ====              ====

Allocation of Net Income (Loss)  (Note 2):

General Partners                                         (2)                2


Limited Partners                                       (243)              214

Limited Partners Per Unit                              (.02)              .02
</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
                                                                    1998                  1997
<S>                                                              <C>                  <C>

Net Income (Loss)                                                   (245)                  216
Add Non-Cash Items:
           Amortization of  Organization Costs                         0                     0

Changes in:
           Accounts Payable and Accrued Liabilities               (5,125)               12,108
           Property Taxes Payable                                 11,355                     0
            Investment in land                                   (74,163)              (61,701)
            Prepaid Expenses                                       7,403
Net Cash provided by (used in)
           Operating Activities                                  (60,775)              (49,377)

Financing Activities
           Notes Payable                                          63,075               125,000

Net Cash provided by (used in)                                    63,075               125,000
 Financing Activities
Net Increase/Decrease in Cash                                      2,300                75,623

           Cash, Beginning of Period                              96,862                 7,754

           Cash, End of Period                                    99,162                83,377
                                                                ========              ========
</TABLE>


                                                                               5
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                           TMP INLAND EMPIRE VII, LTD.
                        a California Limited Partnership
                        Notes to the Financial Statements
                 For the Three Month Period Ended March 31, 1998
                                   (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, 1998 and 1997, profits, losses and cash distributions were
allocated 99 percent to the limited partners and one percent to the general
partners.


NOTES 3 - Notes Payable

As of March 31, 1998 and 1997, the Partnership had four notes payable totaling
$442,704. Three notes totaling $317,704 were issued to a third party engineering
company for engineering work performed and are due and payable upon sale of
certain partnership properties, or March 1, 1997, whichever comes first. The
notes bear interest at 10 percent per annum. The general partners have
negotiated a one year extension on the notes in return for securing the notes as
first trust deeds. At March 31, 1998 this note was in default. Additionally, 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.


                                                                               6
<PAGE>   7
                           TMP INLAND EMPIRE VII, LTD.
                        A California Limited Partnership
                    For the Three Months Ended March 31, 1998


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

Partnership revenues during the three month periods ended March 31, 1998 and
1997 consisted primarily of interest earned on funds held in reserve. No
properties were sold during the periods presented.

During the three months ended March 31, 1998, operating activities of the
Partnership used approximately $74,000 for carrying costs of the land held for
investment, and financing activities provided $63,000 from the proceeds of a
note payable.

The Partnership had five properties at March 31, 1998 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 will
attempt to procure a loan secured by Partnership land, as well as withhold
payment of certain expenses such as property taxes. As of March 31, 1998, no
such loan had been established and there is no assurance that management will be
successful in securing such a loan.


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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 12, 1998


TMP INLAND EMPIRE VII, 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. Vice President


By:  /s/ RICHARD HUTTON, JR.               
     -----------------------------------------------
         Richard Hutton, Jr., Controller



By:  TMP Properties, A California 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


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                                 EXHIBIT INDEX



EXHIBIT
NUMBER                   DESCRIPTION
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  27                     Financial Data Schedule