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 September30, 2002
                           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
                           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 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

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, 2002 and December 31, 2001, Statements of Operations
for the three and nine months ended September 30, 2002 and 2001, and Statements
of Cash Flows for the nine months ended September 30, 2002 and 2001.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 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, 2002 and 2001, (b)
the financial position at September 30, 2002 and (c) the cash flows for the nine
months ended September 30, 2002 and 2001. Interim results are not necessarily
indicative of results for a full year.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | The
balance sheet presented as of December 31, 2001 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.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

2

`TMP INLAND EMPIRE II, LTD.
                        A California Limited Partnership

                                 Balance Sheets

                                               September 30,   December 31,
                                                  2002             2001
                                               (unaudited)    (audited)
                                               ----------- --------------
                                     Assets

Cash                                       $     73,768        $    88,801
Prepaid Expenses                                      0              2,096
Investment In Unimproved Land, net (Note 1)   1,157,778          1,115,481
                                              ---------          ---------

   Total Assets                            $  1,231,546        $ 1,206,378
                                              ==========         =========


                        Liabilities and Partners' Capital

Accounts Payable                           $      4,844        $    11,297
Due to Affiliates (Note 5 and 6)                  4,598              4,612
Escrow Deposits (Note 9)                         50,000                  0
Commission Payable to Affiliate (Note 6)         90,000             90,000
Note Payable (Note 7)                           400,000            400,000
Property Taxes Payable                            1,665                  0
Franchise Tax Payable                               800                800
                                           ------------        -----------

             Total Liabilities                  551,907            506,709
                                           ------------        -----------

General Partners                               (57,786)            (57,586)
Limited Partners; 7,250 Equity Units
  Authorized and Outstanding                    737,425            757,255
                                           ------------        -----------

             Total Partners' Capital            679,639            699,669
                                           ------------        -----------

Total Liabilities and Partners' Capital    $  1,231,546        $ 1,206,378
                                           ============         =======











                 See Accompanying Notes to Financial Statements`

3

`TMP INLAND EMPIRE II, LTD.
                        A California Limited Partnership

                            Statements of Operations
                                   (Unaudited)


                                                   Three Months Ended
                                            September 30,      September 30,
                                               2002                2001
                                           --------            ------------

Income
     Other                                 $          0        $     2,776
      Interest                                       95                952
                                           ------------       ------------

Total Income                                         95              3,728
                                           ------------       ------------

Expenses
     Accounting & Financial Reporting             3,299              3,989
     Outside Professional Services                3,421              3,266
     Decline in Market Value                          0             40,000
     General & Administrative                        33                326
                                           ------------       ------------

Total Expenses                                    6,753             47,581
                                           ------------       ------------

Loss Before Taxes                                (6,658)           (43,853)

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

Net Loss                                   $     (6,658)       $   (43,853)
                                           =============       ============
 Allocation of Net Loss (Note 4)

     General Partners, in the Aggregate    $        (67)       $      (438)
                                            ============        ===========

     Limited Partners, in the Aggregate    $     (6,591)       $   (43,415)
                                           =============        ===========

     Limited Partners, per Equity Unit     $       (.91)       $     (5.99)
                                            ============        ===========







                 See Accompanying Notes to Financial Statements`

4

`TMP INLAND EMPIRE II, LTD.
                        A California Limited Partnership

                            Statements of Operations
                                   (Unaudited)


                                                  Nine Months Ended
                                           September 30,      September 30,
                                               2002                2001
                                           -----------         ------------

Income
     Other                                 $          0        $     3,876
     Interest                                       229              4,288
                                           ------------       ------------

Total Income                                        229              8,164
                                           ------------       ------------

Expenses
     Accounting & Financial Reporting             9,168             12,652
     Outside Professional Services               10,236              7,791
     Decline in Market Value                          0             40,000
     General & Administrative                        55                537
                                           ------------       ------------

Total Expenses                                   19,459             60,980
                                           ------------       ------------

Loss Before Taxes                               (19,230)           (52,816)

     State Franchise Tax                           (800)              (800)
                                           -------------       ------------

Net Loss                                   $    (20,030)       $   (53,616)
                                           =============       ============
 Allocation of Net Loss (Note 4)

     General Partners, in the Aggregate    $       (200)       $      (536)
                                            ============        ===========

     Limited Partners, in the Aggregate    $    (19,830)       $   (53,080)
                                           =============        ===========

     Limited Partners, per Equity Unit     $      (2.74)       $     (7.32)
                                            ============        ===========







                 See Accompanying Notes to Financial Statements`

5

`TMP INLAND EMPIRE II, LTD.
                        A California Limited Partnership

                            Statements of Cash Flows
                                   (Unaudited)


                                                     Nine months ended
                                             September 30,      September 30,
                                                 2002               2001
                                             -----------        ------------

Cash Flows from Operating Activities:

Net Loss                                   $    (20,030)       $   (53,616)

Adjustments to Reconcile Net Loss to Net
Cash
    (Used In) Operating Activities:
       Decline in Market Value                        0             40,000
       (Decrease) Increase in Due to
        Affiliates                                  (14)             1,077
       Decrease in Prepaid Assets                 2,096                  0
       Increase in Property Taxes Payable         1,665              1,678
       (Decrease) in Accounts Payable           (6,453)             (5,470)
                                           ------------       -------------

          Net Cash (Used In) Operating
          Activities                            (22,736)           (16,331)
                                           -------------       ------------

Cash Flows from Investing Activities:
       Proceeds from Escrow Deposits             50,000                  0
       Increase in Investment in Unimproved
       Land                                     (42,297)           (42,348)
                                            ------------       ------------
          Net Cash Provided By
                  (Used In) Investing
                   Activities                     7,703            (42,348)
                                           ------------           ---------

Net Decrease in Cash                            (15,033)           (58,679)

Cash, Beginning of Period                        88,801            175,940
                                           ------------       ------------

Cash, End of Period                        $     73,768        $   117,261
                                            ===========            =======

Supplemental Disclosure of Cash Flow Information:
-------------------------------------------------

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

Cash Paid for Interest                     $     36,000        $    36,000
                                           ==============      ===========



                 See Accompanying Notes to Financial Statements`

6

TMP INLAND EMPIRE II, LTD
                        A California Limited Partnership
                        Notes to the Financial Statements
                               September 30, 2002
                                   (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 expense 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).

Cash, Cash Equivalents
and Credit Risk  The Partnership considers all unrestricted highly
liquid investments purchased with maturities of three months or less to be cash
equivalents. The carrying value of cash equivalents approximates fair value. The
Partnership maintains its cash accounts at institutions that are insured by the
Federal Deposit Insurance Corporation. At times, the Partnership may maintain
cash balances that exceed the insurance limits of $100,000 per bank. However,
the Partnership considers its credit risk associated with cash and cash
equivalents to be minimal.

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.

7

TMP INLAND EMPIRE II, LTD
                        A California Limited Partnership
                        Notes to the Financial Statements
                               September 30, 2002
                                   (Unaudited)

Note 1 - General and Summary of Significant Accounting Policies (continued)

Income Taxes 
The entity is treated as a 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.

Recent Authoritative
Pronouncements- In October 2001, the FASB issued SFAS No. 144
Accounting for the Impairment or Disposal of Long-Lived Assets. This
statement establishes the accounting model for long-lived assets to be disposed
of by sale and applies to all long-lived assets, including discontinued
operations. This new statement requires that those long-lived assets be measured
at the lower of carrying amount or fair value less cost to sell, whether
reported in continuing operations or in discontinued operations. The Partnership
adopted SFAS No. 144 beginning January 1, 2002. There was no impact to the
financial statements since the long-lived assets had previously been recorded at
the lower of cost or market value, less disposal costs.

In June 2002, the FASB
issued SFAS No. 145, Rescission of FASB Statements No. 4, 44, and 64,
Amendment of FASB Statement No. 13, and Technical Corrections. This
statement requires the classification of gains or losses from the
extinguishments of debt to meet the criteria of APB Opinion No. 30
Reporting the Results of Operations-Reporting the Effects of Disposal of a
Segment of a Business, and Extraordinary, Unusual and Infrequently Occurring
Events and Transactions before they can be classified as extraordinary in
the income statement. The rescission of SFAS No. 4 is effective January 1, 2003.
The amendment of SFAS No. 13 is effective for transactions occurring on or after
May 15, 2002. Management is assessing the impact of this statement.In September
2002, the FASB issued SFAS No. 146, Accounting for Costs Associated with
Exit or Disposal Activities. This statement addresses financial accounting
and reporting for costs associated with exit or disposal activities. This
statement requires that a liability for a cost associated with an exit or
disposal activity be recognized when the liability is incurred. The provisions
of this statement are effective for activities that are initiated after December
31, 2002. Management is assessing the impact of this statement.

In October 2002, the FASB issued SFAS No. 147, Acquisitions of Certain Financial
Institutions,  an Amendment to SFAS No. 72 and 144, and FASB  Interpretation No.
9. This FASB relates to the  acquisition  of financial  institutions  and is not
expected to have an impact on the Partnership's financial position or results of
operations  since  the  Partnership  has no  intention  of  acquiring  financial
institutions.

8

TMP INLAND EMPIRE II, LTD
                  A California Limited Partnership Notes to the
                              Financial Statements
                               September 30, 2002
                             (Unaudited)

Note 2 - Organization of the Partnership

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
(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.

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 2002 or 2001.

9

TMP INLAND EMPIRE II, LTD
                        A California Limited Partnership
                        Notes to the Financial Statements
                               September 30, 2002
                                   (Unaudited)

Note 5 - Agreements with PacWest

In March 1998, the General
Partners entered into an agreement (the Financing Agreement) with PacWest,
whereby PacWest paid a total of $300,000 to the General Partners 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.

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 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.

As of September  30, 2002 and December  31, 2001 the TMP Land  Partnerships  owe
PacWest  approximately  $2,781,800  and  $3,637,000,   respectively,   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 clarify
and define certain language and the terms of the provisions of the Management
Agreement. The Management Agreement, in its entirety, remains in effect apart
from specific items discussed in the First Amendment.

Certain items disclosed in
the First Amendment include 1) Revision of the Asset Administration
Fee schedule and its reduction upon the sale of any property, 2)
Participation Fee wording is altered to read Manager Profit
Participation and its calculation is defined, 3) the maximum amount of the
PacWest loan to any Partnership shall not exceed fifty percent (50%) of the fair
market value of all real properties owned by the Partnership, and the maximum
amount of the PacWest loan secured against each specific parcel shall not exceed
a 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

10

TMP INLAND EMPIRE II, LTDbr>
                        A California Limited Partnership
                        Notes to the Financial Statements
                               September 30, 2002
                                   (Unaudited)

Note 5 - Agreements with PacWest (continued)

allocated between the
Partnerships and each borrowing Partnership shall execute a Promissory Note (as
attached to the First Amendment) and a Trust Deed (as attached to the First
Amendment. PacWest and the TMP Land Partnerships shall be entitled to enter into
a separate written agreement to provide for a short term gap loan to cover
emergency 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 market
interest, secured against the real property of each Partnership to whom such
loan(s) is made. No such loan(s) shall be made without the written consent of
the General Partners.

In April 1998, PacWest
entered into the Management Agreement with the General Partners 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, 2002 and
December 31, 2001, the Partnership has a payable of $67 and $81, respectively,
including interest, to PacWest related to the aforementioned agreements.

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.

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.

As of September 30, 2002 and December 31, 2001 the  Partnership had a payable of
$4,531 to the General Partners and an affiliated company.

As of September  30, 2002 and  December  31,  2001,  $90,000 is payable to Regal
Realty,  a company  wholly owned by Scott E.  McDaniel,  for  services  rendered
relating to sales of

11

TMP INLAND EMPIRE II, LTD
                        A California Limited Partnership
                        Notes to the Financial Statements
                               September 30, 2002
                                   (Unaudited)

Note 6 - Related Party Transactions (continued)

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, 2002 and December 31, 2000
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 2002.

Note 7 - Note Payable

On July 12, 2000, the
Partnership borrowed $400,000 from a private party. The note is secured by a
deed of trust on a parcel of land owned by the Partnership in Fontana,
California. The note is due on August 1, 2003. The first payment was due on
August 1, 2000 in the amount of $2,580 representing interest from July 13, 2000
through July 31, 2000. Interest accrues at 12% per annum payable in monthly
installments of $4,000 beginning August 1, 2000. As of September 30, 2002 and
December 31, 2001, $106,581 and $70,581 of interest has been capitalized to
investment in unimproved land. On October 4, 2002, $200,000 was paid to the
private party as a reduction of the principal amount of the note. Payments of
$4,000 will continue to be made. No changes to the terms of the original note
occurred due to this payment.

Note 8 - Decline in Market Value

During the year ended
December 31, 2001, the Partnership experienced a loss due to the write-down in
value of Partnership land of $40,000. The decline in land value was due to the
downturn in the real estate market applicable to this propertys location.

Note 9 - Escrow Deposits

The City of Fontana is
purchasing a strip of land along Baseline Avenue for storm drain facilities for
$4,000. As of September 30, 2002 the City of Fontana and the General Partners
have signed an Agreement of Purchase and Sale and the strip of land is currently
in escrow.

An all cash offer for
$2,700,000 from an outside party to purchase the remainder of the property was
accepted and escrow was opened on May 1, 2002, with a deposit of $50,000
received on July 10, 2002. An additional $200,000 was received October 2, 2002.
Escrow is expected to close no later than May 2003.

12

TMP INLAND EMPIRE II, LTD.
                        A California Limited Partnership
                               September 30, 2002

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. 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, 2001.

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

Fiscal Quarters Ended September 30, 2002 and 2001

The Partnership recognized
interest income of $229 during the nine-month period ended September 30, 2002
and $95 of interest income was recognized during the three-month period ended
September 30, 2002. The Partnership recognized $3,876 of revenues during the
nine-month period ended September 30, 2001 relating to the rental of the
property for a fireworks display. In addition, $4,288 of interest income was
recognized during the same nine-month period and $952 of interest income was
recognized during the three-month period ended September 30, 2001.

13

TMP INLAND EMPIRE II, LTD.
                        A California Limited Partnership
                               September 30, 2002

Total expenses for the
three-month period ended September 30, 2002 compared with the three-month period
ended September 30, 2001, decreased by $40,828 due primarily to the decrease in
Decline in Market Value of $40,000.

Total expenses for the
nine-month period ended September 30, 2002 compared with the nine-month period
ended September 30, 2001, decreased by $41,521 due primarily to the decrease of
$40,000 in Decline in Market Value.

The City of Fontana is
purchasing a strip of land along Baseline Avenue for storm drain facilities for
$4,000. As of September 30, 2002 the City of Fontana and the General Partners
have signed an Agreement of Purchase and Sale and the strip of land is currently
in escrow.

An all cash offer for
$2,700,000 from an outside party to purchase the remainder of the property was
accepted and escrow was opened on May 1, 2002, with a deposit of $50,000
received on July 10, 2002. An additional $200,000 was received October 2, 2002.
Escrow is expected to close no later than May 2003.

Liquidity and Capital Resources

As of September 30, 2002,
the Partnership had available cash of approximately $73,800. Operations during
the nine-month period ended September 30, 2002 utilized cash of approximately
$22,700 while investing activities associated with the payment of development
and carrying costs of unimproved land held for investment utilized cash of
approximately $42,300 and proceeds from escrow deposits provided $50,000.
Advances from PacWest decreased by approximately $14 during the nine-month
period ended September 30, 2002.

Operations during the
nine-month period ended September 30, 2001 utilized cash of approximately
$16,300 while investing activities associated with the payment of development
and carrying costs of unimproved land held for investment utilized cash of
approximately $42,300. Advances from PacWest increased by approximately $1,100
during the nine-month period ended September 30, 2001.

14

`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: October 7, 2002

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`

15

CERTIFICATIONS

We, Daniel L. Stephenson and John Fonseca, certify that:

1.          We have reviewed
this quarterly report on Form 10-Q of TMP Land Mortgage Fund, Ltd.;

|2. | Based on our knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|3. | Based on my knowledge, the financial statements, and other financial information
included in this quarterly report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as
of, and for, the periods presented in this quarterly report;
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|4. | The registrants other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

a)
designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the
period in which this quarterly report is being prepared;

b)
evaluated the effectiveness of the registrants disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the Evaluation Date); and

c)
presented in this quarterly report our conclusions about the effectiveness of the
disclosure controls and procedures based on our evaluation as of the Evaluation Date;

|5. | The registrants other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrants auditory and the audit
committee of registrants board of directors (or persons performing the
equivalent function):
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

a)
All significant deficiencies in the design or operation of internal controls
which could adversely affect the registrants ability to record, process,
summarize and report financial data and have identified for the
registrants auditors any material weaknesses in internal controls; and

b)       Any fraud, whether or not material, that involves management or other
 employees who have a significant role in the registrant's internal controls; and

|6. | The registrants other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

`Date: November 12, 2002




                                                     Daniel L. Stephenson
                                                     Chief Executive Officer

                                                     /S/DANIEL L STEPHENSON
                                                     --------------------------


                                                     John Fonseca
                                                     Chief Financial Officer

                                                     /S/JOHN FONSECA
                                                     ---------------------------`