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 March 31, 1997


     ( )  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
                                                              
                                                          March 31,   March 31,
                                                            1997        1996       
                                                        (Unaudited)  (Unaudited)   
                                                        -----------  -----------   
                                  Assets
                                  ------

<S>                                                      <C>          <C> 
Current Assets

     Cash and cash equivalents .......................   $3,404,985   $3,684,150
     Due from affiliates .............................        3,170       11,277
     Accrued interest receivable .....................       22,961         --
                                                             ------    ---------
          Total current assets .......................    3,431,116    3,695,427

Mortgage loans receivable ............................      450,590      450,590
                                                            -------      -------

Total Assets .........................................   $3,881,706   $4,146,017
                                                         ==========   ==========

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

     Accounts payable and accrued expenses ...........   $    7,226   $    3,626
     Due to affiliates ...............................        8,852        1,517
     Deferred revenue ................................      400,000      400,000
                                                            -------      -------
          Total Current Liabilities ..................      416,078      405,143

Partners' capital:
     General partner .................................       49,598       31,099
     Limited partner .................................    3,416,030    3,709,775
                                                          ---------    ---------
Total partners' capital ..............................    3,465,628    3,740,874
                                                          ---------    ---------
Total Liabilities and Partners' Capital ..............   $3,881,706   $4,146,017
                                                         ==========   ==========
</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         
                                               March 31,       March 31,
                                                 1997            1996   
                                                 ----            ----   
 <S>                                            <C>            <C> 
Income

     Interest ..........................       $ 76,200       $ 68,161
     Miscellaneous income ..............           --             --
                                                -------        -------
        TOTAL INCOME ...................         76,200         68,161

Expenses

     Professional fees .................          5,869         12,676
     Fees to affiliates:
      Management .......................          8,570         13,053
      Mortgage Servicing ...............            282            281
     Other .............................          2,437         10,158
                                                  -----         ------
        TOTAL EXPENSES .................         17,158         36,168
                                                 ------         ------

     NET EARNINGS ......................       $ 59,042       $ 31,993
                                               ========       ========

Net earnings per limited
 partner unit ..........................       $    .11       $    .06
                                               ========       ========

Weighted average limited ...............        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)

                                                                                 THREE MONTHS ENDED 
                                                                                      MARCH 31,

                                                                 1997                                        1996  
                                                                 ----                                        ----  

                                                                               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 .............   $    34,838   $ 3,493,147    $ 3,527,985    $    30,299   $ 3,798,633   $ 3,828,932

Net earnings ...............................        14,760        44,282         59,042            800        31,193        31,993

Unclaimed distributions ....................          --            --             --             --             358           358

Cash distributions to partners .............          --        (121,399)      (121,399)       (     -)     (120,409)     (120,409)
                                                   -------      --------       --------        -            --------      -------- 

Balance at end of period                           $49,598    $3,416,030    $ 3,465,628    $    31,099    $ 3,709,775  $ 3,740,874
                                                   =======    ==========    ===========    ===========    ===========  ===========
</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)

                                                                THREE MONTHS ENDED   
                                                                ------------------   
                                                              MARCH 31,       MARCH 31,
                                                                1997            1996     
                                                                ----            ----     
<S>                                                       <C>             <C>  
Cash flows from operating activities:
     Net earnings .....................................   $    59,042     $    31,993

     Adjustments to reconcile net earnings to net cash
       provided by operating activities:
          Decrease (increase) in due from affiliates ..          (965)           --   
          Decrease (increase) in interest receivable ..       (11,873)            977
          Increase (decrease) in accounts payables
            and accrued expenses ......................         7,226          (3,796)
          Increase (decrease) in due to affiliates ....         8,852           1,026
                                                                -----           -----
              Net cash provided by operating activities        62,282          30,200
                                                               ------          ------

Cash flows from investing activities:
     Proceeds from sale of investment
          in operating properties .....................          --              --   
     Distribution received from operating
          properties ..................................          --              --  
                                                              -------        -------- 
             Net cash used in investing activities ....          --              --  
                                                              -------        -------- 

Cash flows from financing activities:
     Unclaimed distributions ..........................          --               358
     Distributions to limited partners ................      (121,399)       (120,409)
                                                             --------        -------- 
            Net cash used in financing activities .....      (121,399)       (120,051)
                                                             --------        -------- 

Net increase (decrease) in cash and cash equivalents: .       (59,117)        (89,851)

Cash and cash equivalents, beginning of period ........     3,464,102       3,774,001
                                                            ---------       ---------

Cash and cash equivalents, end of period ..............   $ 3,404,985     $ 3,684,150
                                                          ===========     ===========
</TABLE>

See accompanying notes.

<PAGE>

                             COMMON GOAL HEALTH CARE
                         PENSION AND INCOME FUND L.P. II
                             (A Limited Partnership)
                                    
                          Notes to Financial Statements
                                   (Unaudited)
                                 March 31, 1997


(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  months  ended  March  31,  1997 and 1996 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.
<TABLE>
<CAPTION>

          The  principal  balances  outstanding  for these loans as of March 31,
     1997 were as follows:

<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>

          On March 13,  1997 the  Managing  General  Partner  approved a loan of
     approximately  $400,000 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.,  affiliates  of the
     Managing General Partner.  It is estimated that the loan will bear interest
     at the rate of 13% per annum and will  mature  five years after the date of
     the loan. The Partnership has not yet funded this loan. (3) Distribution

          On January 8, 1997, the  Partnership  declared and paid a distribution
     of $121,399  ($.23 per unit) to Limited  Partner  unitholders  of record at
     December 15, 1996.


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

          On April 4, 1997, the Partnership  declared and paid a distribution of
     $119,085 ($.23 per unit) to Limited Partner  unitholders of record at March
     15, 1997.  Additionally,  a return of principal to the Limited  Partners of
     $250,000  ($.48 per unit) was also declared and paid by the  Partnership on
     April 4, 1997.

<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 $3,927,985 at December 31, 1996 to
     $3,881,706 at March 31, 1997.  The decrease of $46,279  resulted  primarily
     from cash  distributions  on January 8, to the  Limited  Partners  that was
     offset  by  net  earnings  for  the  period.  As  of  March  31,  1997  the
     Partnership's loan portfolio consisted of six mortgage loans, the aggregate
     outstanding principal balance of which was $450,950.
    
          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, 1996 and at March 31, 1997), 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.





<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 quarters ended March 31, 1997 and 1996, the Partnership had
     net earnings of $59,042 and $31,993,  based on total revenue of $76,200 and
     $68,161 and total  expenses of $17,158 and  $36,168.  For the three  months
     ended March 31, 1997 and 1996,  the net earnings  per limited  partner unit
     was $.11 and $.06, respectively.  The remaining Mortgage Loans were current
     as to regular interest as of March 31, 1997.

          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: May 15, 1997             /s/Albert E. Jenkins, III
                                   ----------------------------------
                                   Albert E. Jenkins, III
                                   President, Chief Executive Officer 
                                   and Acting Chief Financial Officer