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




                     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, 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
 
                                                                              Sep. 30,     Sep. 30,
                                                                                1997        1996
                                                                             (Unaudited) (Unaudited)
                                                                             ----------- -----------
                                     Assets
                                     ------

<S>                                                                          <C>          <C>       
Current Assets
         Cash and cash equivalents .......................................   $2,361,008   $3,536,382
         Due from affiliates .............................................         --           --
         Accrued interest receivable .....................................       66,504       11,976
         Other assets ....................................................         --          4,478
                                                                              ---------    ---------
              Total current assets .......................................    2,427,512    3,552,836

Mortgage loans receivable ................................................    1,050,590      450,590
                                                                              ---------    ---------

                         Total Assets ....................................   $3,478,102   $4,003,426
                                                                             ==========   ==========

                                         Liabilities and Partners' Capital

Current Liabilities

         Accounts payable and accrued expenses ...........................   $     --     $     --
         Due to affiliates ...............................................       10,032         --
         Deferred revenue ................................................      400,000      400,000
                                                                                -------      -------
              Total Current Liabilities ..................................      410,032      400,000

Partners' capital:
         General partner .................................................       71,456       33,693
         Limited partner .................................................    2,996,614    3,569,733
                                                                              ---------    ---------
                  Total partners' capital ................................    3,068,070    3,603,426
                                                                              ---------    ---------
                       Total Liabilities and Partners' Capital ...........   $3,478,102   $4,003,426
                                                                             ==========   ==========
</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   NINE MONTHS ENDED
                                                                    Sep. 30,   Sep. 30,  Sep. 30,   Sep. 30,
                                                                      1997       1996      1997       1996
                                                                      ----       ----      ----       ----
<S>                                                               <C>        <C>        <C>        <C>     
Income        
         Interest .............................................   $ 67,847   $ 69,533   $213,716   $203,581
         Miscellaneous income .................................       --         --         --         --
                                                                    ------     ------    -------    -------
            Total Income ......................................     67,847     69,533    213,716    203,581

Expenses

         Professional fees ....................................      6,783        540     35,226     12,416
         Fees to affiliates:
          Management ..........................................      7,585      8,923     23,846     27,327
          Mortgage Servicing ..................................        656        282      1,220        845
         Other ................................................        978      8,684      6,952     27,224
                                                                       ---      -----      -----     ------
            Total Expenses ....................................     16,002     18,429     67,244     67,812
                                                                    ------     ------     ------     ------

         Net Income ...........................................   $ 51,845   $ 51,104   $146,472   $135,769
                                                                  ========   ========   ========   ========

Net earnings per limited
 partner unit .................................................   $    .10   $    .10   $    .28   $    .26
                                                                  ========   ========   ========   ========

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)

                                                                    NINE MONTHS ENDED
                                                                      SEPTEMBER 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 ...................        36,618       109,854        146,472          3,394       132,375       135,769

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

Cash distributions to partners          --        (606,387)      (606,387)       (  -- )      (362,220)     (362,220)
                                    --------      --------       --------         ------       -------       -------- 

Balance at end of period .....   $    71,456   $ 2,996,614    $ 3,068,070    $    33,693   $ 3,569,733   $ 3,603,426
                                 ===========   ===========    ===========    ===========   ===========   ===========
</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)

                                                                        NINE MONTHS ENDED   
                                                                        --------------------
                                                                      SEP. 30,      SEP. 30,
                                                                        1997          1996  
                                                                        ----          ----  
<S>                                                               <C>            <C>        
Cash flows from operating activities:
         Net income ...........................................   $   146,472    $   135,769

         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 ..       (55,416)           278
                  Decrease (increase) in other assets .........          --           (4,478)
                  Increase (decrease) in accounts payables
                    and accrued expenses ......................          --           (7,422)
                  Increase (decrease) in due to affiliates ....        10,032           (491)
                                                                       ------           ---- 
                      Net cash provided by operating activities       103,293        123,656
                                                                      -------        -------

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 ...................................      (600,000)          --
         Unclaimed distributions ..............................          --              945
         Distributions to limited partners ....................      (606,387)      (362,220)
                                                                     --------       -------- 
                    Net cash used in financing activities .....    (1,206,387)      (361,275)
                                                                   ----------       -------- 

Net increase (decrease) in cash and cash equivalents: .........    (1,103,094)      (237,619)

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

Cash and cash equivalents, end of period ......................   $ 2,361,008    $ 3,563,382
                                                                  ===========    ===========
</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)
                               September 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  nine  months  ended  September  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  $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

                                       7
<PAGE>
          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 September 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 (the "St.  Catherine's  Loan") 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 on the real properties owned by each of the foregoing,  said

                                       8

<PAGE>
          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 $425,000 of the St.  Catherine's loan on April
          10,  1997.  On June 18, 1997,  the  Partnership  funded an  additional
          $75,000  loan to St.  Catherine's  Care  Centers.  On September 23 and
          September 29, 1997, the Partnership  funded an additional $50,000 loan
          respectively to St. Catherine's Care Centers. As of September 30, 1997
          the  St.  Catherine's  loan  had an  outstanding  primary  balance  of
          $600,000.

(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.  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.

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

          On October 5, 1997, the  Partnership  declared and paid a distribution
          of $115,903 ($.22 per unit) to Limited  Partner  unitholders of record
          at September  15, 1997.  On November  13, 1997,  the Managing  General
          Partner ratified an increase in the St.  Catherine's Loan to $850,000.
          The St.  Catherine's  Loan had an  outstanding  principal  balance  of
          $700,000 as of that date.


                                        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
          $3,478,102  at September 30, 1997.  The decrease of $449,883  resulted
          primarily from cash  distributions  on January 8, April 4, and July 4,
          to the Limited Partners and loans to affiliates that was offset by net
          earnings for the period.  As of September  30, 1997 the  Partnership's
          loan  portfolio  consisted  of seven  mortgage  loans,  the  aggregate
          outstanding principal balance of which was $1,050,590.
 
          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 September  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  nine  months  ended  September  30,  1997 and  1996,  the
          Partnership had net earnings of $146,472 and $135,769,  based on total
          revenue of $213,716  and  $203,581  and total  expenses of $67,244 and
          $67,812.  For the nine months ended  September 30, 1997 and 1996,  the
          net earnings per limited partner unit was $.28 and $.26, respectively.
          During  the three  months  ended  September  30,  1997 and  1996,  the
          Partnership  had net  earnings of $51,845  and $51,104  based on total
          revenue of $67,847  and  $69,533  and total  expenses  of $16,002  and
          $18,429,  respectively.  For the three months ended September 30, 1997
          and 1996, the net earnings per limited  partner unit was $.10 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: November 14, 1997                /s/Albert E. Jenkins, III
                                        -------------------------
                                         Albert E. Jenkins, III
                                         President, Chief Executive Officer
                                         and Acting Chief Financial Officer


                                       13