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

                     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, 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
                                                                           
                                                         June 30,      June 30,
                                                           1997          1996          
                                                       (Unaudited)   (Unaudited)     
                                                       -----------   -----------     

                                     Assets
                                     ------
<S>                                                      <C>          <C>       
Current Assets
     Cash and cash equivalents .......................   $2,580,028   $3,614,473
     Due from affiliates .............................         --           --
     Accrued interest receivable .....................       35,221       11,550
                                                             ------       ------
          Total current assets .......................    2,615,249    3,626,023

Mortgage loans receivable ............................      950,590      450,590
                                                            -------      -------

                 Total Assets ........................   $3,565,839   $4,076,613
                                                         ==========   ==========

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

Current Liabilities

     Accounts payable and accrued expenses ...........   $    7,971   $    1,011
     Due to affiliates ...............................       25,980        1,547
     Deferred revenue ................................      400,000      400,000
                                                            -------      -------
          Total Current Liabilities ..................      433,951      402,558

Partners' capital:
     General partner .................................       58,435       32,416
     Limited partner .................................    3,073,453    3,641,639
                                                          ---------    ---------
          Total partners' capital ....................    3,131,888    3,674,055
                                                          ---------    ---------
               Total Liabilities and Partners' Capital   $3,565,839   $4,076,613
                                                         ==========   ==========
</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, 
                                      1997        1996         1997       1996   
                                      ----        ----         ----       ----   

<S>                               <C>         <C>          <C>         <C>      
Income
     Interest .................   $  69,244   $  65,887    $ 145,444   $ 134,048
     Miscellaneous income .....        --          --           --          --
                                   --------     -------     --------    --------
        Total Income ..........      69,244      65,887      145,444     134,048

Expenses

     Professional fees ........      22,575        (800)      28,444      11,876
     Fees to affiliates:
      Management ..............       7,691       5,351       16,261      18,404
      Mortgage Servicing ......         281         282          563         563
     Other ....................       3,353       8,381        5,790      18,539
                                      -----       -----        -----      ------
        Total Expenses ........      33,900      13,214       51,058      49,382
                                     ------      ------       ------      ------

     Net Income ...............   $  35,344   $  52,673    $  94,386   $  84,666
                                  =========   =========    =========   =========

Net earnings per limited
 partner unit .................   $     .07   $     .10    $     .18   $     .16
                                  =========   =========    =========   =========

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


See accompanying notes.
                                       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,

                                                   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 income ...................        23,597        70,790         94,387          2,117        82,549        84,666

Unclaimed distributions ......          --            --             --             --             945           945

Cash distributions to partners          --        (490,484)      (490,484)       (    -)      (240,488)     (240,488)
                                     -------      --------       --------        -            --------      -------- 

Balance at end of period .....   $    58,435   $ 3,073,453    $ 3,131,888    $    32,416   $ 3,641,639   $ 3,674,055
                                 ===========   ===========    ===========    ===========   ===========   ===========
</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, 
                                                                1997              1996     
                                                                ----              ----     
<S>                                                       <C>               <C>        
Cash flows from operating activities:
     Net income .......................................   $    94,386       $    84,666

     Adjustments to reconcile net earnings to net cash
       provided by operating activities:
          Decrease (increase) in due from affiliates ..         2,205              --   
          Decrease (increase) in interest receivable ..       (24,133)              704
          Increase (decrease) in accounts payables
            and accrued expenses ......................         7,972            (6,411)
          Increase (decrease) in due to affiliates ....        25,980             1,056
                                                               ------             -----
              Net cash provided by operating activities       106,410            80,015
                                                              -------            ------

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:
     Loan to affiliates ...............................       500,000              --   
     Unclaimed distributions ..........................          --                 945
     Distributions to limited partners ................      (490,484)         (240,488)
                                                             --------          -------- 
            Net cash used in financing activities .....      (990,484)         (239,543)
                                                             --------          -------- 

Net increase (decrease) in cash and cash equivalents: .      (884,074)         (159,528)

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

Cash and cash equivalents, end of period ..............   $ 2,580,028       $ 3,614,473
                                                          ===========       ===========
</TABLE>

                                       5
See accompanying notes.

<PAGE>

                             COMMON GOAL HEALTH CARE
                         PENSION AND INCOME FUND L.P. II
                             (A Limited Partnership)
                                    
                          Notes to Financial Statements
                                   (Unaudited)
                                  June 30, 1997


(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  ("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.

                                       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,  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 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

                                       7
<PAGE>

     $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 June 30, 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 $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 and to be secured by mortgages

                                       8
<PAGE>

     on the real properties owned by each of the foregoing, said mortgages being
     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 loan on
     April 10, 1997.  On June 18, 1997,  the  Partnership  funded an  additional
     $75,000 loan to St. Catherine's Care Centers.

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

     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. 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.


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

     On July 4,  1997,  the  Partnership  declared  and paid a  distribution  of
     $115,903 ($.22 per unit) to Limited  Partner  unitholders of record at June
     15, 1997.

                                       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  $3,927,985  at  December  31, 1996 to
     $2,580,028 at June 30, 1997. The decrease of $1,347,957  resulted primarily
     from cash  distributions on January 8, and April 4, to the Limited Partners
     and a loan to affiliates that was offset by net earnings for the period. As
     of June 30,  1997  the  Partnership's  loan  portfolio  consisted  of seven
     mortgage loans, the aggregate  outstanding  principal  balance of which was
     $950,590.
    
     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 June 30, 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.



                                       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, 1997 and 1996, the Partnership had net
     earnings of $94,386 and  $84,666,  based on total  revenue of $145,444  and
     $134,048  and total  expenses  of $51,058 and  $49,382.  For the six months
     ended June 30, 1997 and 1996, the net earnings per limited partner unit was
     $.18 and $.16,  respectively.  The remaining Mortgage Loans were current as
     to regular interest as of June 30, 1997. During the three months ended June
     30, 1997 and 1996, the  Partnership had net earnings of $35,344 and $52,673
     based on total revenue of $69,244 and $65,887 and total expenses of $33,900
     and  $13,214,  respectively.  For the three  months ended June 30, 1997 and
     1996,  the net  earnings  per  limited  partner  unit  was  $.07  and  $.10
     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, 1997             /s/Albert E. Jenkins, III
                                   -------------------------
                                   Albert E. Jenkins, III
                                   President, Chief Executive Officer 
                                   and Acting Chief Financial Officer