U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 12B-25

                           NOTIFICATION OF LATE FILING

[X] Form 10-K    [ ] Form 20-F    [ ] Form 11-K   [ ] Form 10-Q   [ ] Form N-SAR

          For Period Ended: DECEMBER 31, 1998

         [ ]  Transition Report on Form 10-K
         [ ]  Transition Report on Form 20-F
         [ ]  Transition Report on Form 11-K
         [ ]  Transition Report on Form 10-Q
         [ ] Transition Report on Form N-SAR

         For the transition period ended
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READ ATTACHED INSTRUCTION SHEET BEFORE PREPARING FORM. PLEASE PRINT OR TYPE.

Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.

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            If the notification relates to a portion of the filing
checked above identify the Item(s) to which the notification
relates:

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PART I - REGISTRANT INFORMATION
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     Full Name of Registrant      IDM PARTICIPATING INCOME COMPANY-II
     Former name if applicable   N/A

     Address of Principal Executive Office (STREET AND NUMBER)
     2424 S.E. BRISTOL STREET, SUITE 200, NEWPORT BEACH, CALIFORNIA 92660

         City, State and Zip Code

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PART II - RULES 12B-25 (b) AND (c)
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If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(bb), the following
should be completed. (Check box if appropriate)

     [X] (a) The reasons described in reasonable detail in Part III of this form
could not be eliminated without unreasonable effort or expense;

     [X] (b) The subject annual report, semi-annual report, transition report on
Form 10-K, Form 20-F, 11-K or Form N-SAR or portion thereof will be filed on or
before the fifteenth calendar day following the prescribed due date; or the
subject quarterly report or transition report on Form 10-Q, or portion thereof
will be filed on or before the fifth calendar day following the prescribed due
date: and

     [X] (c) The accountant's statement or other exhibit required by Rule
12b-25(c) has been attached if applicable.
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PART III - NARRATIVE

State below in reasonable detail the reasons why Form 10-K, 20-F, 11-K, 10-Q,
N-SAR or the transition report or portion thereof could not be filed within the
prescribed time period.
(Attach Extra Sheets if Needed)

THE REGISTRANT IS REVIEWING SPECIFIC ISSUES CONCERNING ITS 1998 FORM 10-K.
THE REGISTANT ANTICIPATES THESE ISSUES WILL BE RESOLVED IN A TIMELY MANNER.


PART IV - OTHER INFORMATION

          (1) Name and Telephone number of person to contact in regard to this 
notification

              ANTHONY EPPOLITO             (713)           706-6271
                  (Name)                 (Area Code)   (Telephone Number)

          (2) Have all other periodic reports required under section 13 or 15(d)
of the Securities and Exchange Act of 1934 or section 30 of the Investment
Company Act of 1940 during the preceding 12 months or for such shorter period
that the registrant was required to file such report(s) been filed? If the
answer is no, identify report(s). [X] Yes [ ] No

          (3) Is it anticipated that any significant change in results of
operations from the corresponding period for the last fiscal year will be
reflected by the earnings statements to be included in the subject report or
portion thereof? [X] Yes [ ] No

          If so, attach an explanation of the anticipated change, both
narratively and quantitatively, and, if appropriate, state the reasons why a
reasonable estimate of the results cannot be made.

THE REGISTRANT'S NET INCOME FOR THE YEAR ENDED DECEMBER 31, 1998 WAS $86,000
COMPARED TO $275,000 FOR THE YEAR ENDED DECEMBER 31, 1997. THE DECREASE IN NET
INCOME WAS PRIMARILY DUE TO A $300,000 RESERVED RECEIVABLE RECOVERY RECORDED IN
THE 1997 STATEMENT OF OPERATIONS. THIS DECREASE WAS PARTIALLY OFFSET BY AN
$89,000 PROVISION FOR POSSIBLE LOSS RECORDED IN THE SAME YEAR.

IDM PARTICIPATING INCOME COMPANY-II
(Name of Registrant as specified in charter)

has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.

Date:  March 19, 1999                By:  /s/ ANTHONY EPPOLITO
                                          Anthony Eppolito
                                          Chief Accountant
                                          IDM Participating Income Corporation

INSTRUCTION: The form may be signed by an executive officer of the registrant or
by any other duly authorized representative. The name and title of the person
signing the form shall be typed or printed beneath the signature. If the
statement is signed on behalf of the registrant by an authorized representative
(other than an executive officer), evidence of the representative's authority to
sign on behalf of the registrant shall be filed with the form.

                                    ATTENTION

          Intentional misstatements or omissions of fact constitute Federal 
Criminal Violations (See 18  U.S.C. 1001)