IDM PARTICIPATING INCOME CO II
8-K, 2000-05-10
FINANCE SERVICES
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                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


                                   May 3, 2000
- --------------------------------------------------------------------------------
                Date of Report (Date of Earliest Event Reported)


                      IDM Participating Income Company - II
- --------------------------------------------------------------------------------
             (Exact Name of Registrant as Specified in its Charter)


California                           0-16832                         33-0177934
- --------------------------------------------------------------------------------
(State or Other                    (Commission                  (I.R.S. Employer
Jurisdiction of                    File Number)                   Identification
incorporation)                                                              No.)





          2424 S.E. Bristol Street, Suite 333, Newport Beach, CA 92660
- --------------------------------------------------------------------------------
                 (Address of Principal Executive Offices)  (Zip Code)


                                 (713) 706-6271
- --------------------------------------------------------------------------------
              (Registrant's Telephone Number, Including Area Code)



- --------------------------------------------------------------------------------
          (Former Name or Former Address, If Changed Since Last Report)



951458.1


<PAGE>



ITEM 4.     Changes in Registrant's Certifying Accountant

      (a)   On May 3,  2000,  the  Registrant  dismissed  Deloitte  & Touche LLP
("D&T") as its  independent  auditors.  The  reports of D&T on the  Registrant's
financial  statements  for the fiscal years ended December 31, 1999 and 1998 did
not contain an adverse opinion,  or disclaimer of opinion and were not qualified
or  modified  as to  uncertainty,  audit  scope or  accounting  principles.  The
Registrant's   managing   general  partner   approved  the  decision  to  change
accountants. During the Registrant's two most recent fiscal years and subsequent
interim periods,  there we no disagreements with D&T on any matter of accounting
principles or practices,  financial  statement  disclosure or auditing  scope or
procedures,  which  disagreements,  if not resolved to the  satisfaction  of D&T
would have caused it to make reference to such disagreement in its reports.

      (b)   The  Registrant  engaged  Arthur  Andersen  LLP ("AA") to act as its
independent  auditors,  effective May 3, 2000. During the two most recent fiscal
years and  subsequent  interim  periods,  the Registrant has not consulted AA on
items which (1) involved the application of accounting principles to a specified
transaction, either completed or proposed, or involved the type of audit opinion
that  might  be  rendered  on  the  Registrant's  financial  statements,  or (2)
concerned  the  subject  matter of a  disagreement  or a  reportable  event with
Registrant's former accountant.

ITEM 7.     Financial Statements, Pro Forma Financial Information and Exhibits.

      (a)   Not Applicable

      (b)   Not Applicable

      (c)   Exhibits

      16.1. Letter from  Deloitte & Touche LLP,  dated May 4, 2000  addressed to
            the Securities and Exchange  Commission in compliance  with Item 304
            of Regulation S-K.






951458.1
                                      2

<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 hereunto duly authorized.

                                             IDM PARTICIPATING INCOME COMPANY-II
                                             a California Limited Partnership

                                        By:  IDM PARTICIPATING INCOME GENERAL
                                             PARTNERS CO.-II
                                             General Partner

                                        By:  IDM PARTICIPATING INCOME
                                             CORPORATION
                                             General Partner of the General
                                             Partner


                                        By:  s/ William J. Carden
                                             ------------------------------
                                             Name:  William J. Carden
                                             Title: Director



Date:  May  9, 2000






951458.1
                                      3

<PAGE>



                                EXHIBIT INDEX

Exhibit No.             Description
- -----------             -----------
16.1                    Letter  from  Deloitte & Touche  LLP,  dated May 4, 2000
                        addressed to the Securities  and Exchange  Commission in
                        compliance with Item 304 of Regulation S-K.






951458.1

<PAGE>



                                 EXHIBIT 16.1







May 4, 2000

Securities and Exchange Commission
Mail Stop 11-3
450 5th Street, N.W.
Washington, DC 20549

Dear Sirs/Madams:

We have  read  and  agree  with  the  comments  in Item  4(a) of Form 8-K of IDM
Participating Income Company-II dated May 3, 2000.

Yours truly,


DELOITTE & TOUCHE LLP
Houston, Texas






951458.1



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