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

                                                    


                                FORM 10-QSB
                                     


(Mark One)
     (X)  Quarterly Report Under Section 13 or 15(d) of
          the Securities Exchange Act of 1934 
          
          For the Quarterly period ended September 30, 1996


     ( ) Transition Report Under Section 13 or 15(d) of the Exchange Act For the
Transition period from__________________ to_____________________

                      Commission File Number: 0-21604
                                     
                                                   
                                     
          Common Goal Health Care Pension and Income Fund L.P. II
     (Exact name of small business issuer as specified in its charter)


            Delaware                                       36-3644837      
   (State or other Jurisdiction                         (I.R.S. Employer   
of incorporation or organization)                    Identification Number)


                              215 Main Street
                         Penn Yan, New York 14527
                 (Address of principal executive offices)


                              (303) 705-6000
                        (Issuer's telephone number)


     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 ___

<PAGE>

                      PART 1 - Financial Information

Item 1.  Financial Statements

          COMMON GOAL HEALTH CARE PENSION AND INCOME FUND L.P. II
                          (A Limited Partnership)
<TABLE>
<CAPTION>


                              Balance Sheets
                                                                           
                                                      September 30, December 31,
                                                           1996          1995     
                                                       (Unaudited)    (Audited)   
                                                       ---------------------------
                                  Assets
<S>                                                      <C>          <C>
Current Assets

     Cash and cash equivalents .......................   $3,536,382   $3,774,001
     Accrued interest receivable .....................       11,976       12,254
     Other assetss ...................................        4,478         --
                                                              -----           
          Total current assets .......................    3,552,836    3,786,255

Mortgage loan receivable .............................      450,590      450,590
                                                            -------      -------
Total Assets .........................................   $4,003,426   $4,236,845
                                                         ==========   ==========

                     Liabilities and Partners' Capital

Current Liabilities

     Deferred revenue ................................   $  400,000   $  400,000
     Accrued expenses ................................         --          7,422
     Due to affiliate ................................         --            491
          Total Current Liabilities ..................      400,000      407,913
Partners' capital ....................................    3,603,426    3,828,932
                                                          ---------    ---------
Total Liabilities and Partners' Capital ..............   $4,003,426   $4,236,845
</TABLE>
                                                         ==========   ==========

See accompanying notes

<PAGE>

             COMMON GOAL HEALTH CARE PENSION AND INCOME FUND L.P. II
                             (A Limited Partnership)
<TABLE>
<CAPTION>

                             Statements of Earnings
                                   (Unaudited)

                                     THREE MONTHS ENDED         NINE MONTHS ENDED
                                    Sept. 30,  Sept. 30,      Sept. 30,   Sept. 30,
                                      1996       1995            1996       1995   
                                      -------  ----------     -------     ---------
<S>                               <C>          <C>          <C>          <C>
Income

     Interest .................   $   69,533   $   73,205   $  203,581   $  287,704
     Gain on Sale of Investment
      in Operating Properties .         --           --           --      1,532,085
                                                                          ---------
        TOTAL INCOME ..........   $   69,533   $   73,205   $  203,581   $1,819,789

Expenses

     Professional fees ........          540        6,765       12,416      152,886
     Fees to affiliates:
      Management ..............        8,923       13,053       27,327       39,159
      Mortgage Company ........          282         --            845        3,640
     Other ....................        8,684       10,153       27,224       31,576
                                       -----       ------       ------       ------
        TOTAL EXPENSES ........       18,429       29,971       67,812      227,261
                                      ------       ------       ------      -------

        NET EARNINGS ..........   $   51,104   $   43,234   $  135,769   $1,592,528
                                  ==========   ==========   ==========   ==========
Net earnings per limited
 partner unit .................          .10          .08          .26         3.05
                                         ===          ===          ===         ====

Weighted average limited ......   $  522,116   $  522,116   $  522,116   $  522,116
 partner units outstanding        ==========   ==========   ==========   ==========
</TABLE>


See accompanying notes.
<PAGE>


                      COMMON GOAL HEALTH CARE PENSION AND INCOME FUND L.P. II
                                      (A Limited Partnership)
<TABLE>
<CAPTION>

                                  Statements of Partners' Capital
                                            (Unaudited)

                                                                      NINE MONTHS ENDED 
                                                                          SEPT. 30,

                                                    1996                                       1995                          
                                      -------------------------------------     ------------------------------------

                                                                  TOTAL                                       TOTAL   
                                      GENERAL     LIMITED        PARTNERS'      GENERAL       LIMITED       PARTNERS'
                                     PARTNERS     PARTNERS       CAPITAL        PARTNERS     PARTNERS        CAPITAL 
                                     --------------------------------------   ---------------------------------------

<S>                              <C>           <C>            <C>            <C>            <C>           <C>   
Balance at beginning of period   $    30,299   $ 3,798,633    $ 3,828,932    $(      691)   $ 2,603,753   $ 2,603,062

Net earnings .................         3,394       132,375        135,769         39,813      1,552,715     1,592,528

Unclaimed distributions ......          --             945            945           --            1,107         1,107

Cash distributions to partners          --        (362,220)      (362,220)       (10,000)   (   283,122)  (   293,122)
                                                  --------       --------        -------    -   -------   -   ------- 

Balance at end of period .....   $    33,693   $ 3,569,733    $ 3,603,426    $    29,122    $ 3,874,453   $ 3,903,575
                                 ===========   ===========    ===========    ===========    ===========   ===========
</TABLE>

See accompanying notes.

<PAGE>


          COMMON GOAL HEALTH CARE PENSION AND INCOME FUND L.P. II
                          (A Limited Partnership)
<TABLE>
<CAPTION>

                         Statements of Cash Flows
                                (Unaudited)

                                                               NINE MONTHS ENDED   
                                                            SEPT. 30,       SEPT. 30,
                                                              1996            1995   
                                                              -------     ----------

<S>                                                       <C>            <C>
Cash flows from operating activities:
     Net earnings .....................................   $   135,769    $ 1,592,528

     Adjustments to reconcile net earnings to net cash
       provided by operating activities:
          Gain on sale of investment in
          operating properties ........................          --       (1,532,085)
          Decrease (increase) in interest receivable ..           278         (8,298)
          Decrease (increase) in other assets .........        (4,478)          --   
          Increase (decrease) in accrued expenses .....        (7,422)        (2,636)
          Increase (decrease) in due to affiliates ....          (491)         1,012
          Increase in due from affiliates .............          --           (1,636)
                                                                              ------ 
              Net cash provided by operating activities       123,656         48,885
                                                              -------         ------

Cash flows from investing activities:
     Proceeds from sale of investment
          in operating properties .....................          --        3,905,280
     Distribution received from operating
          properties ..................................          --           67,646
                                                                              ------
             Net cash used in investing activities ....          --        3,972,926
                                                                           ---------

Cash flows from financing activities:
     Unclaimed distributions ..........................           945          1,107
     Distributions to limited partners ................      (362,220)      (293,122)
                                                             --------       -------- 

            Net cash used in financing activities .....      (361,275)      (292,015)
                                                             --------       -------- 

Net increase (decrease) in cash and cash equivalents: .      (237,619)     3,729,796

Cash and cash equivalents, beginning of period ........     3,774,001        113,197
                                                            ---------        -------

Cash and cash equivalents, end of period ..............   $ 3,536,382    $ 3,842,993
                                                          ===========    ===========
</TABLE>

See accompanying notes.
<PAGE>


                         COMMON GOAL HEALTH CARE
                         PENSION AND INCOME FUND L.P. II
                             (A Limited Partnership)
                                    
                          Notes to Financial Statements
                                   (Unaudited)
                               September 30, 1996


     (1) Organization and Summary of Significant Accounting Policies

     Common Goal Health Care Pension and Income Fund L.P. 11  (Partnership)  was
formed on May 9, 1989, to invest in and make mortgage loans to third parties and
affiliates  involved in health care. On July 2, 1990, the Partnership  commenced
operations,  having  previously sold more that the specified  minimum of 117,650
units ($1,176,500).  The Partnership's offering terminated January 11, 1992 with
the Partnership having sold 522,116 Units ($5,221,160).

     The general  partners are Common Goal Capital Group,  Inc. II, the managing
general partner,  and Common Goal Limited  Partnership II, the associate general
partner.  Under the terms of the Partnership's  agreement of limited partnership
("Partnership  Agreement"),  the general  partners  are not required to make any
additional capital contributions except under certain limited circumstances upon
termination of the Partnership.

     Under the terms of the Partnership  Agreement,  the Partnership is required
to pay a quarterly  management fee to the managing  general  partner equal to 1%
per annum of adjusted contributions,  as defined. A mortgage servicing fee equal
to .25% per annum of the  Partnership's  outstanding  mortgage  loan  receivable
principal  amount  also  is to be paid  to  Common  Goal  Mortgage  Company,  an
affiliate of the general partners.

     Additionally, under the terms of the Partnership Agreement, the Partnership
is required to reimburse  the  managing  general  partner for certain  operating
expenses.

     The Partnership  classifies all short-term  investments  with maturities at
date of purchase of three months or less as cash equivalents.

     Mortgage loans that have  virtually the same risk and potential  rewards as
joint  ventures are accounted for and  classified  as  investments  in operating
properties.  Cash received  related to  investments  in operating  properties is
recognized as interest  income to the extent that such  properties have earnings
prior  to the  recognition  of the  distribution  of  cash  to the  Partnership;
otherwise, such cash is recorded as a reduction of the related investments.
<PAGE>

     An allowance  for loan losses will be provided,  if  necessary,  at a level
which the Partnership's  management  considers adequate based upon an evaluation
of known and inherent risks in the loan portfolio.

     No provision  for income taxes has been  recorded as the  liability of such
taxes is that of the partners rather than the Partnership.

     Earnings per limited partner unit is computed based on the weighted average
limited partner units outstanding for the period.

     The accompanying unaudited financial statements as of and for the three and
nine  months  ended  September  30,  1996  and 1995  are the  representation  of
management and reflect all adjustments  which are, in the opinion of management,
necessary  to a fair  presentation  of the  financial  position  and  results of
operations of the Partnership. All such adjustments are normal and recurring.

     (2) Mortgage Loan Receivable

     Unless  otherwise  specified,   all  references  to  outstanding  principal
balances should refer to the carrying value for tax purposes.

     The Joint  Venture  Loan.  The amount of $50,590  represents  the amount of
outstanding  principal remaining in the Partnership's  participation in a second
mortgage  loan made by an affiliated  joint  venture  (with a total  outstanding
principal balance of $1,618,254).  The loan, which was originally secured by two
nursing home facilities in  Pennsylvania,  bears interest at a rate of 13.7% per
annum and provides for participation  interest based on the increase in the fair
value of the  facilities  to be paid at  maturity or pursuant to any sale of the
facilities.  The loan also provides for the payment of additional interest based
upon the gross  revenues of the  facilities.  On November 3, 1993, the borrower,
Life Care,  restructured  the Joint Venture Loan and paid down the balance.  The
Partnership received $52,314 allocated to its share. Of that amount, $45,010 was
applied to principal  while the remainder  was applied to a prepayment  penalty,
interest and a refinancing fee. The entire remaining principal balance is due at
the maturity date of January 1, 2000.

     St.  Catherine's Loan. As a result of the refinancing of the senior debt by
the St.  Catherine's,  Court House and  Findlay  facilities,  the  Partnership's
mortgage loans for these same  facilities  were refinanced on April 13, 1995 and
the outstanding  principal and Additional  Interest were  subsequently paid off.
The refinancing of the senior debt did not provide sufficient  proceeds to allow
payment in cash of the  participations  owing under the St.  Catherine's,  Court
House and Findlay Loans (the "SC Participations")  which totaled $840,500 in the
aggregation.  The St. Catherine's  borrowers paid the SC Participations  through
(i) the issuance of notes in the total  amount of $400,000,  bearing an interest
rate of 11.00% per annum (a) maturing on the earlier of the sale or  refinancing
of  the  Tiffin,  Bloomville,  Fostoria,  Washington  Court  House  and  Findlay
Facilities (the "SC  Facilities") or the maturity of the refinanced  senior debt
(August, 2000) and (b)  cross-collateralized  by second mortgage liens on the SC
Facilities;  and (ii) the issuance of a  contingent  payment  obligation  by St.
Catherine's of Seneca,  Inc. in the amount of $202,500 and a contingent  payment
obligation by St.  Catherine's  Care Centers of Fostoria,  Inc. in the amount of
$238,000 (collectively, the "CPOs").

     The CPOs bear interest at an annual rate of 11.00%, which is due quarterly,
and mature on the earlier of the sale or refinancing of the SC Facilities or the
maturity of the senior debt with South Trust  (August  2000).  The CPOs  provide
that  interest  is payable on a current  basis  provided  that the debt  service
coverage  ratios on each of the SC  Facilities is 1.2 to 1.0. In the event these
debt service ratios are not maintained, the interest shall accrue until the debt
coverage ratio is at least 1.2 to 1.0 or maturity. The CPOs further provide that
principal is payable only to the extent that upon a resale or refinancing of the
SC Facilities,  there are  sufficient  proceeds to repay the senior debt and the
amounts  owing  under  the  CPOs.  The  CPOs  subsequently  were  assumed  by an
affiliated entity,  Will Care of Ohio, Inc., and are secured, to the extent they
become payable and are not paid, by a pledge of 30 shares of St.  Catherine's of
Seneca, Inc. common stock.

     In  accordance  with FASB  Statement of Standards No. 66,  "Accounting  for
Sales of Real Estate", the $840,500 participation cannot be recognized as income
at this time. The Partnership has recorded $400,000 of the participation amount,
related to the mortgage loan receivable,  as Deferred Revenue,  and the interest
thereon will be recognized as it is earned.  Due to the contingent nature of the
$440,500 in  participation  income due to the partnership and the  participation
income and interest earned on the CPOs will be recognized only when received.

     The principal balances outstanding for these loans as of September 30, 1996
were as follows:
<TABLE>
<S>                                           <C>
     Joint Venture Loan                       $  50,590
     St. Catherine's of Tiffin                   51,500
     St. Catherine's of Bloomville               36,000
     St. Catherine's of Fostoria                102,000
     St. Catherine's of Findlay                 142,500
     St. Catherine's of Washington
     Court House                                 68,000
                                                 ------
                                               $450,590
                                               ========
</TABLE>

     (3) Subsequent Events

     On  October  5,  1996,  the  Partnership  declared  and  paid  a  quarterly
distribution of $121,732 to Unitholders of record as of September 15, 1996.

<PAGE>

     Item 2. Managements Discussion and Analysis or Plan of Operations.

     Liquidity and Capital Resources

     Common Goal Health Care Pension and Income Fund L.P. II, a Delaware limited
partnership (the "Partnership"),  was formed to make mortgage loans secured by a
mix of first and junior liens on health care-related properties. The Partnership
commenced its offering of Units to the public on January 12, 1990, and commenced
operations  on July 2, 1990 (having sold the Minimum  Number of Units as of that
date).  After having raised  $5,221,160 by selling Units to 483  investors,  the
Partnership terminated the public offering on January 11, 1992.

     The  Partnership's  Mortgage  Loans pay Basic  Interest which is payable at
higher  rates than are being  earned on  temporary  investments  and provide for
payments of Additional  Interest and  Participations.  The interest derived from
the  Mortgage  Loans  and  repayments  of  Mortgage  Loans   contribute  to  the
Partnership's liquidity.  These funds are used to make cash distributions to the
Limited  Partners,  to pay normal  operating  expenses as they arise and, in the
case of repayment proceeds, may, subject to certain exceptions,  be used to make
additional  Mortgage  Loans.  The  movement  of  funds  from  Mortgage  Loans to
short-term  investments has increased the Partnership's  overall liquidity,  but
has lowered  expected  interest  income.  The  Partnership  has  structured  its
Mortgage  Loans to provide for  payment of  quarterly  distributions  to Limited
Partners from investment income.

     The  Partnership  intends to maintain  working  capital  reserves  equal to
approximately  2% of gross proceeds of the offering  (approximately  $104,423 at
December 31, 1995 and at September 30, 1996),  an amount which is anticipated to
be sufficient to satisfy  liquidity  requirements.  The Managing General Partner
continues monitoring of the level of working capital reserves.

     Results of Operations

     The  Partnership  commenced  operations  July 2, 1990, and funded its first
Mortgage  Loan in  November  1990.  As of June 30,  1991,  the  Partnership  had
completed  its  portfolio  of  Mortgage  Loans.  The  interest  earned  on these
investments has stabilized on a tax accounting basis.  Accordingly,  the General
Partners expect the Partnership's earnings to remain relatively constant.

     During the quarters ended  September 30, 1996 and 1995, the Partnership had
net  earnings  of $51,104  and  $43,234,  based on total  revenue of $69,533 and
$73,205 and total  expenses of $18,429 and  $29,971.  For the three months ended
September 30, 1996 and 1995, the net earnings per limited  partner unit was $.10
and $.08,  respectively.  The net  earnings  per unit for the nine month  period
ending September 30, 1996 and 1995 was $.26 and $3.05, respectively.

     The Partnership made distributions totalling $362,220 in January, April and
July  1996 of which  $226,451  represents  a return  of  capital  for  financial
accounting purposes, as well as for federal tax accounting purposes.

     The  Partnership's  success  and the  resultant  rate of return to  Limited
Partners will be dependent upon, among other things, the ability of the Managing
General  Partner to  identify  suitable  opportunities  for the  Partnership  to
reinvest  its  assets  and the  ability  of the  borrowers  to pay  the  current
interest, Additional Interest and principal of the Mortgage Loans.

     The  General  Partners  expect  to  reinvest  some of the  excess  reserves
resulting  from the  refinancing  of the  operating  properties  in loans to new
operating properties.
<PAGE>


PART II - OTHER INFORMATION

     Items 1 through 6 are omitted  because of the absence of  conditions  under
which they are required.

<PAGE>

                                SIGNATURES


     In accordance  with the  requirements  of the Exchange Act, the  registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.


         Common Goal Health Care Pension and Income Fund L.P. II
                              (Registrant)



                                   By:  Common Goal Capital Group, Inc.,
                                        Managing General Partner



DATED: November 8, 1996                 __________________________________ 
                                        Albert E. Jenkins, III
                                        President, Chief Executive Officer
                                        and Acting Chief Financial Officer