<PAGE>
                            
                           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 September 30, 1996


                     Commission File No. 0-19963


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


     CALIFORNIA                                    33-0311624
(State or other jurisdiction           (I.R.S. Employer Identification No.)
of incorporation or organization)     

801 North Parkcenter Drive, Suite 235                    92705
Santa Ana, California                                  (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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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 September 30, 1996 and December 31, 1995

Statements of Income for the Three and Nine Months ended
September 30, 1996 and 1995

Statements of Cash Flows for the Nine Months ended
September 30, 1996, and  1995

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 September 30, 1996
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 II, LTD.
                 a California Limited Partnership


                          Balance Sheets
<TABLE>
<CAPTION>
                                        September 30,     December 31,
                                             1996           1996
                                               <C>          <C>

Assets
<S>
Cash                                       $28,035            $51,759             
Investment in Unimproved Land           $3,656,304         $3,631,023 
Organizational Costs, Net                   $ -                  $677

     Total Assets                       $3,684,339         $3,683,459


Liabilities and Partners Capital

Accounts Payable and Accrued 
Liabilities                               $  1,772                $800
Commission Payable (Note 3)                $90,000             $90,000

     Total Liabilities                     $91,772             $90,800

Partners' Capital

     General Partners                     ($28,657)            ($28,656)
     Limited Partners 7,250 equity
     units authorized and outstanding   $3,621,224            $3,621,315

     Total Partners Capital             $3,592,567            $3,592,659

Total Liabilities and 
Partners' Capital                       $3,684,339            $3,683,459     

</TABLE>


<PAGE>          

                             TMP INLAND EMPIRE II, LTD.
                         a California Limited Partnership

                              Statements of Income
<TABLE>
<CAPTION>    
                     
                           Three Months Ended      Nine Months Ended
                          Sept. 30    Sept. 30    Sept. 30    Sept. 30
                            1996       1995       1996       1995
                             <C>        <C>        <C>        <C>

Land Sales                    $0         $0         $0         $0
<S>
Cost of Land Sales            $0         $0         $0         $0

  Gross Profit                $0         $0         $0         $0

Interest and Other Income   $170       $401       $585       $1,278

General and Admin. 
Expense                      $77       $300       $677        $900

  Net Income (Loss)          $93       $101       ($92)       $378

Allocation of Net Income (Loss) (Note 2)

     General Partners         $1         $1        ($1)          $4

     Limited Partners        $92        $100      ($91)        $374

     Limited Partners, per unit           
                            $0.01       $0.01    ($0.01)        $0.05			 

</Table

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                    TMP INLAND EMPIRE II, LTD.
                 a California Limited Partnership

                      Statement of Cash Flows


</TABLE>
<TABLE>
<CAPTION>
                                  Nine Months      Nine Months
                                    Ended            Ended
                               September 30,1996    September 30, 1995
                                    <C>                 <C>
Operating Activities

Net Income (Loss)                 ($  92)           $   378

Add Non-Cash Items:
Amortization                          677                900

Changes In:

  Investment in Land                (25,281)           (21,982)
  Accounts Payable                      972                612
  Commissions Payable                   -                   -

     Net Cash Provided by (Used In) 
     Operating Activities            (23,724)           (20,092)

Increase (Decrease) in Cash          (23,724)           (20,092)

Beginning Cash                        51,759              78,671

Ending Cash                        $  28,035            $ 58,579


</Table
<PAGE>

                      TMP INLAND EMPIRE II, LTD
                   a California Limited Partnership

                 Notes to the Financial Statements
              For the Nine Months Ended September 30, 1996
(Unaudited)


NOTE 1 -  Summary of Significant Accounting Policies

Accounting Method - TMP Inland Empire II, 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 85 percent to the limited partners and 15 percent to the general partners.

As of September 30, 1996 and 1995, profits, losses and cash distributions were 
allocated 99 percent to the limited partners and one percent to the general partners.


NOTE 3 - Commissions Payable

As of September 30, 1996 and 1995, the Partnership had a payable to a related party 
for services rendered relating to sales of properties prior to 1990.










<PAGE>

                       TMP INLAND EMPIRE II, LTD.
                    a California Limited Partnership
             For the Three and Nine Months Ended September 30, 1996


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

Partnership revenues during the three and nine month periods ended September 30, 
1996 and 1995 consisted primarily of interest earned on funds held in reserve.  
No properties were sold during the periods presented.

Operating activities for the nine months ended September 30, 1996 and 1995 used 
approximately $24,000 and $20,000, respectively, most of which was used to 
pay development and carrying costs of the land held for investment.


The Partnership had one property at September 30, 1996 which is being held for
appreciation and resale.  Upon the property sale, the Partnership intends to 
distribute the sales proceeds, less any reserves needed for winding up the 
partnership operations, to the partners.

Management believes that cash reserves as of September 30, 1996 are sufficient 
to meet the anticipated cash requirements of the Partnership for the next twelve 
months.   In the even the Partnership has insufficient cash to cover operating costs,
management will attempt to procure a loan secured by Partnership land, or 
withhold payment of certain expenses such as property taxes.  

<PAGE>

Signatures

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

Date:  November 12, 1996
	

					TMP INLAND EMPIRE II, LTD.
					a California Limited Partnership

					By:  TMP Investments, Inc., as General Partner
							
								By: \s\ William O. Passo
								William O. Passo, President

								By: \s\ Jenny Rex
								Jenny Rex, Secretary

								By: \s\ Michael Sun 	
								Michael Sun, Chief Financial Officer
								
						By:  TMP Properties, a California General 
							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






</TABLE>