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   [  ]




<PAGE>


                           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.
















<PAGE>


<TABLE>

                           TMP INLAND EMPIRE VII, LTD.
                        A California Limited Partnership

                                 Balance Sheets

                                           March 31, 1998    December 31, 1997
Assets
<S>                                        <C>               <C>
Cash                                       $   99,162        $   96,862
Property Held For Investment                2,463,035         2,414,401
Prepaid Expenses                               21,321            32,220
                                           ----------        ----------

Total Assets                               $2,583,518        $2,543,483
                                           ==========        ==========


Liabilities and Partners Capital

Accrued Interest Payable                   $   34,418        $   27,934
Due to Manager                                  2,935                 0
Accounts Payable and Accrued Liabilities            0            11,609
Taxes Payable                                  37,126            26,214
Notes Payable                                 676,529           613,454
                                            ---------        ----------

Total Liabilities                          $  751,008        $  679,211
                                           ==========        ==========

Partners' Capital

General Partners                           $  (58,603)       $  (58,285)
Limited Partners  11,500  Equity
Units Authorized and Outstanding            1,891,113         1,922,557
                                           ----------        ----------

Total Partners Capital                     $ 1,832,510       $1,864,272

Total Liabilities and Partners Capital     $ 2,583,518       $2,543,483
                                           ===========       ==========

</TABLE>










<PAGE>
<TABLE>
<CAPTION>


                           TMP INLAND EMPIRE VII, LTD.
                        A California Limited Partnership

                              Statements of Income




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

Interest and Other Income                          $    555        $    216

General & Admin. Expense                             32,316          12,083
                                                   --------        --------

Net Loss                                           $(31,761)       $(11,867)
                                                   =========       =========

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

General Partners:                                  $   (318)       $   (119)
                                                   =========       =========

Limited Partners:                                  $(31,443)       $(11,748)
                                                   =========       =========

Limited Partners Per Unit                          $    (2.73)     $  (1.02)
                                                   ===========     =========
</TABLE>












<PAGE>
<TABLE>
<CAPTION>

                           TMP INLAND EMPIRE VII, LTD
                        A California Limited Partnership

                             Statement of Cash Flows



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

Net Loss                                      $ (31,761))          $ (11,867)

Changes in:
         Due to Manager                           2,935                    0
         Accounts Payable and Accrued 
          Liabilities                            (4,325)              12,108
         Property Taxes Payable                  10,112                    0
            Investment in land                  (48,634)             (49,618)
            Prepaid Expenses                     10,898                    0
                                               --------              ---------
Net Cash provided by (used in)
         Operating Activities                   (60,775)             (49,377)

Financing Activities
         Notes Payable                           63,075              125,000
                                              ---------            ---------
Net Cash provided by                             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>

















<PAGE>


                           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.


<PAGE>



NOTE 4 - Restatement and reissuance of 1997 financial statements

In  compliance  with  Statement  of  Financial   Accounting  Standards  No.  121
Accounting for the Impairment of Long-Lived  Assets and for Long-Lived Assets to
e Disposed Of (SFAS 121), the 1996 financial  statements reported an expense for
the decline in fair value of unimproved land of $3,546,049.  The 1997 financial
statements  originally  issued with the auditor's  report dated January 28, 1998
reported  $1,824,767  of income  due to  appreciation  in fair value of land.
Current  clarifications  reveals  that SFAS 121 does not provide  for  recording
appreciation  in fair value of an asset even in view of  previously  recording a
decline in value.  Therefore,  the 1997 financial statements  were  restated  on
August 3, 1998 to remove the appreciation in fair value of land.

In addition,  certain  carrying costs of land that were  previously  capitalized
have been re-stated as current expenses in the amount of $12,083 for the quarter
ended March 31, 1997 and $32,316 for the quarter ended March 31, 1998.


<PAGE>






                           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.




















<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:    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, Partner


                                 By:       \s\ Anthony W. Thompson
                                       -------------------------------------
                                          Anthony W. Thompson, Partner

                                 By:       \s\ Scott E. McDaniel
                                       -------------------------------------
                                         Scott E. McDaniel Partne