-------------------------------------------------------------------------------




                     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 June 30, 1998


  ( )   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)


                                 (315) 536-5985
                                 --------------
                           (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

                                                                              June 30,   December 31,
                                                                                1998        1997
                                                                            (Unaudited)  (Unaudited)
                                                                            -----------  -----------
                                                      Assets
                                                      ------
<S>                                                                          <C>          <C>       
Current Assets
         Cash and cash equivalents .......................................   $1,466,770   $1,647,623
         Due from affiliates .............................................        6,932        3,517
         Accrued interest receivable .....................................       83,617       76,864
                                                                             ----------   ----------
              Total current assets .......................................    1,557,319    1,728,004

Mortgage loans receivable ................................................    1,283,290    1,205,290
                                                                             ----------   ----------

Total Assets .............................................................   $2,840,609   $2,933,294
                                                                             ==========   ==========

                                         Liabilities and Partners' Capital
                                         ---------------------------------

Current Liabilities

         Accounts payable and accrued expenses ...........................   $     --     $     --
         Due to affiliates ...............................................       23,015       13,334
         Deferred revenue ................................................      400,000      400,000
                                                                             ----------   ----------
            Total Current Liabilities ....................................      423,015      413,334

Partners' capital:
         General partner .................................................       41,691       39,123
         Limited partner .................................................    2,375,903    2,480,837
                                                                             ----------   ----------
            Total partners' capital ......................................    2,417,594    2,519,960
                                                                             ----------   ----------
Total Liabilities and Partners' Capital ..................................   $2,840,609   $2,933,294
                                                                             ==========   ==========
</TABLE>


See accompanying notes

                                        2
<PAGE>
             COMMON GOAL HEALTH CARE PENSION AND INCOME FUND L.P. II
                             (A Limited Partnership)
<TABLE>
<CAPTION>
                             Statements of Earnings
                                   (Unaudited)

                                                       THREE MONTHS ENDED                    SIX MONTHS ENDED
                                                   June 30,         June 30,            June 30,          June 30,
                                                     1998            1997                 1998              1997
                                                     ----            ----                 ----              ----
<S>                                                <C>           <C>                    <C>             <C>       
Income
------
         Interest                                  $ 69,522      $  69,244              $140,930        $  145,444
         Miscellaneous income                             -              -                     -                 -
                                                -----------   ------------           -----------     -------------
            Total Income                             69,522         69,244               140,930           145,444

Expenses
--------

         Professional fees                           21,693           22,575              26,726            28,444
         Fees to affiliates:
          Management                                  4,670            7,691               9,597            16,261
          Mortgage Servicing                            281              281                 563               563
         Other                                          500            3,353               1,319             5,790
                                                  ---------      -----------           ---------      ------------
            Total Expenses                           27,144           33,900              38,205            51,058
                                                  ---------      -----------           ---------       -----------

         Net Income                                $ 42,378      $    35,344            $102,725        $   94,386
                                                   ========      ===========            ========        ==========

Net earnings per limited
 partner unit                                     $     .08     $        .07          $      .20       $       .18
                                                  =========     ============          ==========       ===========

Weighted average limited                            522,116         522,116              522,116           522,116
 partner units outstanding                         ========      ===========            ========        ==========
See accompanying notes.
</TABLE>
                                        3
<PAGE>
             COMMON GOAL HEALTH CARE PENSION AND INCOME FUND L.P. II
                             (A Limited Partnership)
<TABLE>
<CAPTION>
                         Statements of Partners' Capital
                                   (Unaudited)

                                                                       SIX MONTHS ENDED
                                                                            JUNE 30,

                                                         1998                                            1997
                                     ------------------------------------------      --------------------------------------------

                                                                         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         $39,123      $2,480,837       $2,519,960         $34,838      $3,493,147      $3,527,985

Net income                               2,568         100,157          102,725          23,597          70,790          94,387

Cash distributions to partners               -        (205,091)        (205,091)              -        (490,484)       (490,484)
                                    ----------     ------------     ------------    -----------     ------------    ------------

Balance at end of period               $41,691      $2,375,903       $2,417,594        $58,435       $3,073,453      $3,131,888
                                       =======      ===========      ==========        ========      ===========     ==========
</TABLE>

See accompanying notes.

                                        4
<PAGE>
             COMMON GOAL HEALTH CARE PENSION AND INCOME FUND L.P. II
                             (A Limited Partnership)
<TABLE>
<CAPTION>
                            Statements of Cash Flows
                                   (Unaudited)

                                                                                   SIX MONTHS ENDED
                                                                                   ----------------

                                                                                JUNE 30,           JUNE 30,
                                                                                 1998               1997
                                                                                 ----               ----
<S>                                                                         <C>                  <C>      
Cash flows from operating activities:
         Net income                                                         $  102,725           $  94,386

         Adjustments to reconcile net earnings to net cash provided by operating
           activities:
                  Decrease (increase) in due from affiliates                    (3,414)              2,205
                  Decrease (increase) in interest receivable                    (6,752)            (24,133)
                  Increase (decrease) in accounts payables
                    and accrued expenses                                             -               7,972
                  Increase (decrease) in due to affiliates                       9,681              25,980
                                                                           -----------           ---------
                      Net cash provided by operating activities                102,240             106,410
                                                                            ----------            --------

Cash flows from investing activities:
                  Loan to affiliates                                           (78,000)           (500,000)
                                                                           ------------          ----------
                     Net cash used in investing activities                     (78,000)           (500,000)
                                                                           ------------          ----------

Cash flows from financing activities:
         Distributions to limited partners                                    (205,093)           (490,484)
                                                                           ------------           ---------
                    Net cash used in financing activities                     (205,093)           (490,484)
                                                                           ------------           ---------

Net increase (decrease) in cash and cash equivalents:                         (180,853)           (884,074)

Cash and cash equivalents, beginning of period                               1,647,623           3,464,102
                                                                           ------------          ---------

Cash and cash equivalents, end of period                                    $1,466,770           $2,580,028
                                                                            ===========          ==========
</TABLE>

See accompanying notes.

                                        5
<PAGE>
                             COMMON GOAL HEALTH CARE
                         PENSION AND INCOME FUND L.P. II
                             (A Limited Partnership)

                          Notes to Financial Statements
                                   (Unaudited)
                                  June 30, 1998


(1)      Organization and Summary of Significant Accounting Policies
         -----------------------------------------------------------

         Common Goal Health Care  Pension and Income Fund L.P. II  (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,
         as amended to date (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.


                                        6
<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 six months ended June 30, 1998 and 1997 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 Loans 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")

                                        7
<PAGE>
         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 June 30, 1998
         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
         St. Catherine's Care Center                            832,700
                                                            -----------
                                                             $1,283,290
                                                            ===========
</TABLE>
          On March 13,  1997 the  Managing  General  Partner  approved a loan of
          $425,000  to  St.  Catherine's  Care  Center  of  Tiffin,   Inc.,  St.
          Catherine's  Care Center of  Bloomville,  Inc., St.  Catherine's  Care
          Center of Washington Court House, Inc., St. Catherine's Care Center of
          Fostoria,  Inc.  and St.  Catherine's  Care Center of  Findlay,  Inc.,
          (collectively,  "St  Catherine's  Care  Centers")  affiliates  of  the
          Managing  General  Partner are to be secured by  mortgages on the real
          properties owned by each of the foregoing, said mortgages being

                                        8
<PAGE>
         subordinated to senior  indebtedness in the amount of $10,650,000  held
         by  South  Trust  Bank  of  Alabama,   N.A.  and  indebtedness  of  the
         Partnership  in the amount of $400,000.  The loan will bear interest at
         the  rate of 13% per  annum  and  will  mature  August  31,  2000.  The
         Partnership funded this $425,000 loan on April 10, 1997. On December 3,
         1997 the  Managing  General  Partner  approved  an  additional  loan of
         $425,000 to the St.  Catherine's Care Centers.  As of June 30, 1998 the
         loan balance was $832,700.

(3)      Distributions
         -------------

         On April 2, 1998, the  Partnership  declared and paid a distribution of
         $101,979  ($.20 per unit) to Limited  Partner  unitholders of record at
         March 15, 1998.


(4)      Subsequent Events
         -----------------

         On July 15, 1998, the  Partnership  declared and paid a distribution of
         $500,000  ($.96 per unit) to Limited  Partner  unitholders of record at
         June 15, 1998.


                                        9
<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.

         Partnership  assets  decreased from  $2,933,294 at December 31, 1997 to
         $2,840,609 at June 30, 1998. The decrease of $92,685 resulted primarily
         from cash  distributions  on January  12,  and April 2, to the  Limited
         Partners and a loan to  affiliates  that was offset by net earnings for
         the  period.  As of June 30,  1998  the  Partnership's  loan  portfolio
         consisted of seven mortgage loans, the aggregate  outstanding principal
         balance of which was $1,283,290.

         The  Partnership  has  structured  its  Mortgage  Loans to provide  for
         payment of quarterly distributions from investment income. The interest
         derived  from the  Mortgage  Loans,  repayments  of Mortgage  Loans and
         interest   earned  on   short-term   investments   contribute   to  the
         Partnership's   liquidity.   These   funds   are  used  to  make   cash
         distributions to 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 Partnership  intends to maintain  working capital reserves equal to
         approximately  2% of  gross  proceeds  of the  offering  (approximately
         $104,423 at December 31, 1997 and at June 30, 1998), 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.

                                       10
<PAGE>
         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 six months ended June 30, 1998 and 1997, the Partnership had
         net  earnings  of  $102,725  and  $94,386,  based on total  revenue  of
         $140,930 and $145,444  and total  expenses of $38,205 and $51,058.  For
         the six  months  ended June 30,  1998 and 1997,  the net  earnings  per
         limited  partner unit was $.20 and $.18,  respectively.  The  remaining
         Mortgage Loans were current as to regular interest as of June 30, 1998.
         During the three months ended June 30, 1998 and 1997,  the  Partnership
         had net  earnings  of $42,378  and  $35,344  based on total  revenue of
         $69,522  and  $69,522  and  total  expenses  of  $27,144  and  $33,900,
         respectively.  For the three months  ended June 30, 1998 and 1997,  the
         net earnings per limited partner unit was $.08 and $.07 respectively.

         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.

                                       11
<PAGE>
PART II - OTHER INFORMATION

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




                                       12

<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: August 14, 1998                   /s/Albert E. Jenkins, III
                                         -------------------------
                                            Albert E. Jenkins, III
                                            President, Chief Executive Officer
                                            and Acting Chief Financial Officer


                                       13