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



                     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, 1999


         ( )     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 Delaware Limited Partnership)
<TABLE>
<CAPTION>
                                 Balance Sheets

                                                                   March 31,  December 31,
                                                                     1999        1998   
                                                                 (Unaudited)
<S>                                                              <C>          <C>       
                                     Assets


Cash and cash equivalents .....................................  $  622,669   $  839,759
Due from affiliates ...........................................      11,484        9,967
Accrued interest receivable ...................................      72,549       64,343
Mortgage loans receivable .....................................   1,290,290    1,290,290
                                                                 ----------   ----------

Total Assets ..................................................  $1,996,992   $2,204,359
                                                                 ==========   ==========

                        Liabilities and Partners' Capital

Liabilities
Due to affiliates .............................................  $   34,305   $   34,967
Accrued distributions .........................................        --        250,000
Deferred revenue ..............................................     400,000      400,000
                                                                 ----------   ----------
              Total Liabilities ...............................     434,305      684,967
Partners' capital:
         General partner ......................................      46,390       45,308
         Limited partner ......................................   1,516,297    1,474,084
                                                                 ----------   ----------
                Total partners' capital .......................   1,562,687    1,519,392
                                                                 ----------   ----------

Total Liabilities and Partners' Capital .......................  $1,996,992   $2,204,359
                                                                 ==========   ==========
</TABLE>

See accompanying notes

                                        2

<PAGE>



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

                                                            THREE MONTHS ENDED
                                                          March 31,     March 31,
                                                            1999          1998
                                                            ----          ----
<S>                                                      <C>            <C>     
Revenue
         Interest Income .........................       $ 58,155       $ 71,408
                                                         --------       --------
              Total Revenue ......................         58,155         71,408

Expenses

         Professional fees .......................          9,717          5,033
         Fees to affiliates:
          Management .............................          2,805          4,927
          Mortgage Servicing .....................            282            282
         Other ...................................          2,056            819
                                                         --------       --------
                                                           14,860         11,061
                                                         --------       --------

              Net Income .........................       $ 43,295       $ 60,347
                                                         ========       ========

Net income allocated to general partners .........       $  1,082       $  1,509
Net income allocated to limited partners .........         42,213         58,838
                                                         --------       --------
                                                         $ 43,295       $ 60,347
                                                         ========       ========
Basic earnings per limited
 partner unit ....................................       $    .08       $    .12
                                                         ========       ========

Weighted average limited .........................        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 Delaware Limited Partnership)
<TABLE>
<CAPTION>

                         Statements of Partners' Capital
                                   (Unaudited)

                                                                           THREE MONTHS ENDED
                                                                                 MARCH 31,

                                                              1999                                         1998         
                                            ----------------------------------------     -------------------------------------------

                                                                              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 .........    $    45,308    $ 1,474,084    $ 1,519,392    $    39,123    $ 2,480,837     $ 2,519,960

Net income .............................          1,082         42,213         43,295          1,509         58,838          60,347

Cash distributions to partners .........           --             --             --             --         (103,112)       (103,112)
                                            -----------    -----------    -----------    -----------    -----------     -----------

Balance at end of period ...............    $    46,390    $ 1,516,297    $ 1,562,687    $    40,632    $ 2,436,563     $ 2,477,195
                                            ===========    ===========    ===========    ===========    ===========     ===========
</TABLE>

See accompanying notes 


                                        4

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

                                                                       THREE MONTHS ENDED   

                                                                      MARCH 31,      MARCH 31,
                                                                        1999           1998  
<S>                                                               <C>            <C>        
Cash flows from operating activities:
         Net income ...........................................   $    43,295    $    60,347

         Adjustments to reconcile  net income to net cash
            provided by operating activities:
                  Decrease (increase) in due from affiliates ..        (1,516)        (1,897)
                  Decrease (increase) in interest receivable ..        (8,206)        (9,739)
                  Increase (decrease) in due to affiliates ....          (663)         6,866
                                                                  -----------    -----------
                      Net cash provided by operating activities        32,910         55,577
                                                                  -----------    -----------

Cash flows from investing activities:
         Loan to affiliates ...................................          --          (53,000)
                                                                  -----------    -----------
                     Net cash used in investing activities ....          --          (53,000)
                                                                  -----------    -----------

Cash flows from financing activities:
         Distributions to limited partners ....................      (250,000)      (103,112)
                                                                  -----------    -----------
                    Net cash used in financing activities .....      (250,000)      (103,112)
                                                                  -----------    -----------

Net increase (decrease) in cash and cash equivalents: .........      (217,090)      (100,535)

Cash and cash equivalents, beginning of period ................       839,759      1,647,623
                                                                  -----------    -----------

Cash and cash equivalents, end of period ......................   $   622,669    $ 1,547,088
                                                                  ===========    ===========
</TABLE>

See accompanying notes.

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

                          Notes to Financial Statements
                                   (Unaudited)
                                 March 31, 1999


(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 than
         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
         months  ended  March  31,  1999  and  1998  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.  These results are not necessarily  indicative of
         the results for the entire year.

(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  Loans.  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.

          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 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  $425,000 loan on April 10, 1997. On November
          3, 1997 the Managing  General  Partner  approved an additional loan of
          $425,000 to St.  Catherine's  Care  Centers.  As of March 31, 1999 the
          loan balance was $839,700.

                                        8

<PAGE>
         The principal balances outstanding for these loans as of March 31, 1999
were as follows:
<TABLE>
<CAPTION>

                                             Second Mortgage Loan      Third Mortgage Loan
                                             --------------------      -------------------
<S>                                                    <C>              <C>   
Joint Venture Loan ...........................         $ 50,590         $   --
St. Catherine's of Tiffin ....................           51,500           48,353
St. Catherine's of Bloomville ................           36,000          163,529
St. Catherine's of Fostoria ..................          102,000          107,067
St. Catherine's of Findlay ...................          142,500          119,164
St. Catherine's of Washington
Court House ..................................           68,000          362,194
Unallocated ..................................             --             39,393
                                                       --------         --------
                                                       $450,590         $839,700
                                                       ========         ========
</TABLE>

(3)      Subsequent Events
         -----------------

         On April 13, 1999, the Partnership  declared and paid a distribution of
         $250,000  ($.48 per unit) to Limited  Partner  unitholders of record at
         March 15, 1999.

                                        9
<PAGE>
Item 2. Managements Discussion and Analysis or Plan of Operations.
        ------------------------------------------------------------------

         General
         -------

         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.

         Liquidity and Capital Resources
         -------------------------------

         Partnership  assets  decreased from  $2,204,359 at December 31, 1998 to
         $1,996,992  at March  31,  1999.  The  decrease  of  $207,367  resulted
         primarily  from cash  distributions  of  $250,000  on January 2, to the
         Limited  Partners  that was  partially  offset by net  earnings for the
         period. As of March 31, 1999 the Partnership's loan portfolio consisted
         of six mortgage loans, the aggregate  outstanding  principal balance of
         which was $1,290,290.

         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, 1998 and at March 31,  1999),  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 quarters ended March 31, 1999 and 1998, the  Partnership had
         net earnings of $43,295 and $60,347,  based on total revenue of $58,155
         and $71,408 and total  expenses of $14,860 and  $11,061.  For the three
         months  ended March 31,  1999 and 1998,  the net  earnings  per limited
         partner unit was $.08 and $.12, respectively. The second mortgage loans
         were  current as to regular  interest as of March 31,  1999.  The third
         mortgage  loans were not  current as to regular  interest  at March 31,
         1999. The  Partnership is working with the borrowers to bring the third
         mortgage loans current.  As of March 31, 1999 the  Partnership was owed
         $45,603 of interest.  The borrowers are paying  interest at the penalty
         rate of 3% per annum.

         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.

         Year 2000 Compliance

         Information provided within this note constitutes a year 2000 readiness
         disclosure  pursuant  to the  provisions  of the Year 2000  Information
         Readiness and Disclosure Act.

         The year 2000 issue is the result of computer  programs  being  written
         and microchips  being  programmed  using two digits rather than four to
         define the  applicable  year.  If not  corrected,  any  program  having
         time-sensitive  software or equipment incorporating embedded microchips
         may  recognize  a date using "00" as the year 1900 rather than the year
         2000 or may not  recognize  the year 2000 as a leap  year.  This  could
         result in a variety of problems including miscalculations, loss of data
         and failure of entire  systems.  Critical  areas that could be affected
         are  accounts  receivable,   accounts  payable,  general  ledger,  cash
         management, computer hardware, telecommunication and property operating
         systems.
                                       11
<PAGE>
         The  Partnership  receives  quarterly  interest  payments  from  only a
         limited  number of borrowers and its bank.  The  Partnership  is in the
         process of obtaining  documentation related to year 2000 readiness from
         its outside vendors,  including its banks. The Partnership has received
         documentation  from an  outside  vendor  that  maintains  its books and
         records,  indicating  that  the  vendor  is year  2000  compliant.  The
         Partnership  expects to complete the  documentation  phase by September
         30, 1999.  The  Partnership  expects to complete a contingency  plan by
         September 30, 1999. The  Partnership  believes that based on the status
         of the Partnership's  portfolio and its limited number of transactions,
         aside from catastrophic failures of banks, governmental agencies, etc.,
         it could carry out substantially all of its critical administrative and
         accounting  operations  on a manual basis or easily  convert to systems
         that are year 2000 ready.

         Some  statements  in this Form  10-QSB are  forward  looking and actual
         results may differ  materially from those stated.  As discussed herein,
         among the  factors  that may affect  actual  results are changes in the
         financial  condition  of the  borrower  and/or  anticipated  changes in
         expenses or capital expenditures.

                                       12
<PAGE>
PART II - OTHER INFORMATION

         Items 1 through 5 are  omitted  because of the  absence  of  conditions
under which they are required.

Item 6.  Exhibits and Reports on Form 8-K

         (a)      Exhibits

                  Exhibit 27, Financial Data Schedule

         (b)      Reports on Form 8-K
                  Reports on Form 8-K, 8-K/A and 8-K/A-2 were filed on March 24,
                  1999,  April 2,  1999 and  April 12,  1999,  respectively,  to
                  disclose a change in the Registrant's accountants.


                                       13

<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. II,
                                           Managing General Partner



DATED: May 19, 1999                       /s/  Albert E. Jenkins, III  
                                           ---------------------------------- 
                                           Albert E. Jenkins, III
                                           President, Chief Executive Officer
                                           and Acting Chief Financial Officer





                                       14