UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-K/A

For annual and transitions reports pursuant to sections 13 or 15 (d) of the
Securities Exchange Act of 1934.

(Mark One)

(X)  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE
     ACT OF 1934

           For the fiscal year ended         December 31, 1999
                                          ----------------------

                                       OR

( )  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
     EXCHANGE ACT OF 1934

             For the transition period from __________ to __________

                         Commission file number 0-13415

                   CONSOLIDATED RESOURCES HEALTH CARE FUND II
             (Exact name of registrant as specified in its charter)

                Georgia                                58-1542125
--------------------------------------------------------------------------------
   (State or other jurisdiction                     (I.R.S. Employer
 of incorporation or organization)                 identification No.)

            1175 Peachtree Street, Suite 710, Atlanta, Georgia 31106
               (Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code: ___________ 404-873-1919

Securities registered pursuant to Section 12(b) of the Act:   None

Securities registered pursuant to Section 12(g) of the Act: Limited Partnership
                                                            Units

Indicate by check mark whether the registrant, (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months, and (2) has been subject to such filing
requirements for the past 90 days. Yes   No x
                                      ---  ---

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulations S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definite proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]

Of the registrant's 15,000 Limited Partnership Units, 14,970 are held by
non-affiliates. The aggregate market value of units held by non-affiliates is
not determinable since there is no public trading market for Limited Partnership
Units and transfers of units are subject to certain restrictions.

Documents Incorporated by Reference: See Index to Exhibits on pages 11-12.


                                  Page 1 of 14
<PAGE>


                                     PART I

ITEM 1.    BUSINESS

Consolidated Resources Health Care Fund II (the "Partnership") was organized on
October 31, 1983, as a Limited Partnership under the provisions of the Georgia
Uniform Limited Partnership Act.

At December 31, 1999, the Partnership had two general partners (the "General
Partners"), Consolidated Associates II ("CA-II") and WelCare Service
Corporation-II as managing general partner ("WSC-II" or the "Managing General
Partner").

On December 7, 1983, the Partnership offered for sale $15,000,000 of Limited
Partnership Units. The Limited Partnership Units represent equity interests in
the Partnership and entitle the holders thereof (the "Limited Partners") to
participate in certain allocations and distributions of the Partnership.

The Partnership's primary business is to own, operate and ultimately dispose of
a portfolio of health care related real properties for the benefit of its
Limited Partners. At December 31, 1999, 1998 and 1997, the Partnership owned and
operated two health care facilities, a nursing home and a retirement center,
both located in Columbus, Ohio.

Effective March 1, 1991, the Partnership's nursing home was managed by Life Care
Centers of America, Inc. ("LCCA") and the retirement center was managed by
American Lifestyles, Inc. ("ALI"), a division of LCCA. LCCA is a privately-owned
corporation which manages congregate care facilities throughout the United
States. LCCA and ALI receive a management fee equal to 5% of gross revenues of
the respective facilities. An affiliate of the Managing General Partner provides
oversight management services for these facilities and receives an oversight
management fee of 1% of gross revenues.

As of December 31, 1999, the Partnership employed approximately 143, including
administrative, nursing, dietary, social services and maintenance personnel.

The services provided at the Partnership's nursing home consist of long-term
nursing care. Nursing care consists of 24-hour medical services prescribed by
the resident's physician as well as assistance or supervision with daily
activities, such as dressing, grooming, bathing, medication and dietary needs.
The retirement center owned by the Partnership provides apartment living for
ambulatory senior citizens who do not require assistance in their daily
activities.

The nursing home is certified to receive benefits under joint federal and state
funded programs administered by the State of Ohio to provide medical assistance
to the indigent, known generally as the "Medicaid" program. Benefits under the
Federal Health Insurance for the Aged Act ("Medicare") are for skilled care only
in those facilities which are certified for the program. The nursing home is
certified under the Medicare program.

Medicaid reimbursement formulas vary by state and are established in accordance
with Federal guidelines. Typically, Medicaid provides for reimbursement for
nursing home care of an all-inclusive nature up to specified limits based on
historical costs, with adjustments for inflation. Federal law requires that
Medicaid reimbursement rates be reasonable and adequate to meet the costs that
must be incurred by efficiently and economically operated facilities in order to
provide care and services in conformity with applicable laws, regulations and
quality and safety standards. Medicaid payments generally are set prospectively
for each facility.

The Medicare and Medicaid programs are subject to statutory and regulatory
changes, administrative rulings, interpretations of policy and determinations by
intermediaries, and to governmental funding restrictions. Each of these factors
may materially increase or decrease program payments to long-term care
facilities and could adversely affect the operations of the Partnership's
nursing facility. In the operation and sale of properties, the Partnership
competes with a number of individuals and entities, including large, national
nursing home chains and small, locally owned geriatric facilities. Some
competing operators have


                                  Page 2 of 14
<PAGE>


greater financial resources than the Partnership or may operate on a nonprofit
basis or as charitable organizations. The Partnership believes that the quality
of care provided, the reputation and physical appearance of its facilities and,
in the case of private pay patients, charges for services, are significant
competitive factors which add to the success of a facility. There is limited, if
any, competition in price with respect to Medicaid and Medicare patients since
revenues for services to such patients are strictly controlled and based on
fixed rates and cost reimbursement principles. In light of these factors, the
Partnership seeks to meet competition by continually improving the appearance of
and the quality of services provided at its facilities, establishing a
reputation within the local medical communities for providing competent care
services and continually evaluating the needs of the community and services
offered by other health care providers.

All patient and resident revenue derived by the retirement facility is received
from private sources. The nursing facility, however, receives patient revenue
from both the public and private sector. The following table sets forth
information regarding the average daily census and sources of patient and
resident revenues at the Partnership's nursing facility:



<TABLE>
<CAPTION>

                                                                      Revenues for              Percentages
                              Average Daily Census for                 Year Ended                of Total
                                     Year Ended                       December 31,               Revenues
                                 December 31, 1999                        1999                  -----------
                                 -----------------                   --------------

                       Number of              Percent of Total
                  Patients/Residents        Patients/Residents

<S>                    <C>                      <C>                    <C>                         <C>

Medicaid                53.4                     56.9%                 2,452,526                   44.5%
Private Pay             30.0                     32.0%                 1,697,051                   30.8%
Medicare                 7.2                      7.7%                 1,103,451                   20.0%
HMO/Other                3.2                      3.4%                   259,943                    4.7%
Miscellaneous              0                        0%                  (5,045)*                      0%
                        ----                     ----                  ---------                   ----
Total                   93.8                      100%                 5,507,926                    100%
</TABLE>

*Bad debts of $35,434 minus other income of $30,389.

Because of regular changes in the census mix (i.e. private pay vs. government
reimbursed patients), the occupancy required for a nursing facility to achieve
an operating break-even point cannot be determined precisely. Generally, a
greater ratio of Medicaid patients will require a higher occupancy to reach a
break-even point. On the other hand, a high Medicare census can significantly
reduce the break-even point due to a higher reimbursement rate. The overall
occupancy rate for the nursing facility in 1999 was 93.8%. The 1999 break-even
occupancy figure for the nursing facility after depreciation and amortization is
estimated to be approximately 90%. Thus, the nursing facility met its estimated
break-even occupancy for 1999.

The retirement center is much like an apartment complex with additional services
provided to attract the elderly including limited transportation, housekeeping
and food services. The Partnership's retirement center has a net cash flow
break-even occupancy ranging from 75% to 80%. During 1999, the retirement center
had an occupancy rate of 69.2%. Therefore, it did not meet its break-even
occupancy level.

ITEM 2.    PROPERTIES

The following table sets forth the investment portfolio of the Partnership at
December 31, 1999. The buildings of the projects and the land on which they are
located are beneficially owned by the Partnership in fee, subject in each case
to a first deed of trust as set forth more fully in Item 8, Note 2.


                                  Page 3 of 14
<PAGE>


<TABLE>
<CAPTION>


                                                    Properties (dollars in 000's)
                                                    -----------------------------
                                                                                  Net               Occupancy
           Property                    Secured           Acquisition             Book                Rate in               Date
                                        Debt                 Cost              Value(1)               1999               Acquired


<S>                                    <C>                  <C>                <C>                    <C>            <C>

                                       $1,496               $4,774              $1,090                93.8%           February 1985
Mayfair Village
  Nursing Care Center
  Columbus, OH
  100 Licensed
  Nursing Home
  Beds

Mayfair Retirement                     $2,546               $4,824              $1,904                69.2%           February 1985
   Center                              ------               ------              ------
   Columbus, OH
   91 Units


Total                                  $4,042               $9,598              $2,994
                                       ======               ======              ======
</TABLE>

(1)        A provision was made prior to 1991 to write down each
           facility to its estimated net realizable value or estimated fair
           value at the time of the write-down as determined by WelCare
           Consolidated Resources Corporation of America, the corporate general
           partner at the time of this write-down. (See Item 8, Note 4). These
           values reflect this write-down.

ITEM 3.    LEGAL PROCEEDINGS

As of December 31, 1999, the Partnership did not have any pending legal
proceedings that separately, or in the aggregate, if adversely determined, would
have a material adverse effect on the Partnership. The Partnership may, from
time to time, be a party to litigation or administrative proceedings which arise
in the normal course of business.

ITEM 4.    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None.

                                     PART II

ITEM 5.    MARKET FOR THE REGISTRANT'S UNITS OF LIMITED PARTNERSHIP AND
           SECURITY HOLDER MATTERS

(A)  No market for Limited Partnership Units exists nor is one expected
     to develop.

(B)        Title of Class                   Number of Record Unit Holders
           --------------                   -----------------------------

           Limited Partner Units            1,258 as of 03/31/00



(C)        No cash was distributed to the Limited Partners during 1999.
           There have been no distributions to the General Partners. There were
           total distributions of $600,000 and $200,100 paid to the Limited
           Partners in 1998 and 1997, respectively. Cumulative distributions
           paid to the Limited Partners as of December 31, 1999 were $3,538,203.
           Future distributions are dependent on the Partnership's ability to
           meet its ongoing obligations. See Liquidity and Capital Resources
           section of Item 7 - "Management's Discussion and Analysis of
           Financial Condition and Results of Operations," for a discussion of
           distributions.


                                  Page 4 of 14
<PAGE>


ITEM 6.    SELECTED FINANCIAL DATA

The following table sets forth a summary of selected financial data for the
Partnership. This summary should be read in conjunction with Item 7,
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" and the Consolidated Financial Statements of the Partnership and
notes thereto appearing in Item 8.

<TABLE>
<CAPTION>

                                                                         Years Ended December 31,
                                                               (dollars in 000's, except per unit figures)
                                   ------------------------------------------------------------------------------------------------

    Statements of Operations
       -------------------               1999                1998                 1997                 1996               1995 (1)
                                      ----------          -----------          ----------           ----------           ----------

<S>                                     <C>                 <C>                  <C>                  <C>                  <C>
Operating revenue                       $6,700              $7,495               $8,304               $7,189               $6,623

Income (Loss) before                     (245)                (168)                664                  279                 175
extraordinary gain

Net income (Loss)                        (245)                (168)                664                  279                5,827

Net income (Loss) allocable to
Limited Partners                         (235)               (161)                 638                 267                  5,594

Weighted average Limited
Partnership Units outstanding            15                   15                   15                  15                   15

Basic and diluted income (loss)         (15.66)              (10.74)              42.50                17.84               11.21
before extraordinary gain per
weighted average Limited
Partnership Unit

Basic and diluted net income            (15.66)              (10.74)              42.50                17.84               372.93
(loss) per weighted average
Limited Partnership Unit

Distribution paid per Limited              -                  40.00               13.34                10.00               10.00
Partnership Unit
<CAPTION>

                                                                             At December 31,
                                                                            (dollars in 000's)
                                   -------------------------------------------------------------------------------------------------

          Balance Sheet                  1999                1998                 1997                 1996                 1995
      --------------------             ---------           --------             --------             --------             --------
<S>                                   <C>                   <C>                 <C>                  <C>                   <C>


Property and equipment, net             $2,994              $3,315               $3,577               $3,440               $3,564
</TABLE>


                                  Page 5 of 14
<PAGE>
<TABLE>


<S>                                      <C>                 <C>                   <C>                  <C>                 <C>
Total assets                             4,890               5,228                 6,014                5,499               5,592


Long-term debt obligations, less         3,957                4,045                4,124                4,206               4,261
current maturities

Partners' equity (deficit)               (327)                (82)                 686                  222                  93

</TABLE>

(1) Net income and net income per weighted average Limited Partner Unit for 1995
includes an extraordinary gain on the extinguishment of debt in the amount of
$5,651,854.



<PAGE>


ITEM 7.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
           RESULTS OF OPERATION

Certain statements contained in this Management's Discussion and Analysis are
not based on historical facts, but are forward-looking statements that are based
upon numerous assumptions about future conditions that may prove ultimately to
be inaccurate. Actual events and results may differ materially from anticipated
results described in such statements. The Partnership's ability to achieve such
results is subject to certain risks and uncertainties. Such risks and
uncertainties include, but are not limited to, changes in healthcare
reimbursement systems and rates, the availability of capital and financing, and
other factors affecting the Partnership's business that may be beyond its
control.

Results of Operations

The following is a discussion of the major factors that materially affected the
Partnership's operations during the three years ending December 31, 1999 and the
comparability of operations between those years.

Significant changes have and will continue to be made in government
reimbursement programs, and such changes could have a material impact on future
reimbursement formulas. The Balanced Budget Act of 1997 (the "Act"), enacted in
August, 1997, has targeted the Medicare program for reductions in spending
growth of approximately $9.5 billion for skilled nursing facilities over four or
five years, primarily through the implementation of the Medicare prospective
payment system (the "Medicare PPS") for skilled services. The Medicare PPS per
diem, which would cover routine service, ancillary and capital-related costs,
initially will be a blended rate based on (i) a facility-specific payment rate
derived from each facility's 1995 cost report, adjusted by an inflation factor
and (ii) a federal per diem rate derived from all hospital-based and
freestanding (skilled nursing facility) 1995 cost reports, adjusted for case mix
and geographic variations in labor costs. The blended rate will be further
adjusted by a facility-specific case mix (acuity) index.

The Partnership's nursing home facility changed to the Medicare PPS on January
1, 1999. Implementation of the Medicare PPS contributed to the decrease in
revenues in 1999, even though the facility-specific Medicare rate for 1999 of
$379.77 provided the facility with approximately $260,000 in additional revenue
compared to payments based on the full federal rates. Effective October 1, 2000,
all facilities in our industry received a 4% increase in Medicare per diem
payment, and additionally, effective April 1, 2000, 15 Resource Utilization
Group ("RUG") categories, including our nursing home facility, received a 20%
increase. The 20% per diem add-on to 15 RUG categories and the 4% across the
board increase in payment, another of which will be effective on October 1,
2001, are expected to lessen the impact of the transition to the Medicare PPS.

The nursing home facility was able to reduce its expenses from 1998 to 1999. The
reduction in expenses was primarily attributable to the implementation of PPS.
The following table compares Medicare cost per day in 1999, the first year under
Medicare PPS, to the Medicare cost per day for 1998, the last year under
Medicare cost based reimbursement:


                                  Page 6 of 14
<PAGE>

<TABLE>
<CAPTION>

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

           Category                   1998 Medicare Cost             1999 Medicare Cost                Cost Decrease
                                            Per Day                        Per Day
-------------------------------- ------------------------------ ------------------------------ ------------------------------
<S>                                         <C>                            <C>                            <C>
Routine Nursing                             $176.90                        $167.76                          $9.14
-------------------------------- ------------------------------ ------------------------------ ------------------------------

Inpatient Rehabilitation                    $213.31                         $93.19                        $120.12
-------------------------------- ------------------------------ ------------------------------ ------------------------------

Other Inpatient                              $76.80                         $29.07                         $47.73
-------------------------------- ------------------------------ ------------------------------ ------------------------------

Total                                       $467.01                        $290.02                        $176.99
-------------------------------- ------------------------------ ------------------------------ ------------------------------
</TABLE>


The 38% decrease in total Medicare cost per day from 1998 to 1999 was primarily
attributable to a reduction in the cost of Inpatient Rehabilitation. The 56%
decrease in the Medicare cost per day of Inpatient Rehabilitation was greatly
attributable to a decease in the number of physical, speech and occupational
therapists employed by the nursing facility, as well as a reduction in the
salaries paid to the remaining therapists. The expense for therapists' salaries
was $203,210 and $597,085 in 1999 and 1998, respectively.

Also contributing to the decrease in total Medicare cost per day from 1998 to
1999 was a 62% reduction in Other Inpatient costs. This was a result of the
decrease in Medicare pharmacy expense from $189,176 in 1998 to $67,555 in 1999,
and a reduction in the cost of respiratory therapy contract services from
$76,201 in 1998 to $0.00 in 1999.

Management believes that revenues will continue to be lower under the Medicare
PPS; however, management believes that reductions in therapy costs, use of
general purchasing agents and other expense reduction measures should in part
offset the effect of any rate reductions. The Partnership can give no assurance
that payments under such program in the future will remain at a level comparable
to the present level or increase. Any decreases in the level of payments could
have a material adverse effect on the Partnership.

The nursing facility experienced a decline in the number of Medicare patients.
This decline is due primarily to a new rehabilitation/subacute facility that
directly competes with the nursing facility for Medicare and managed care
patients. In the immediate future, the nursing facility does not expect to have
a material change in Medicare occupancy.

           Revenue:

           1999 compared to 1998

Operating revenues decreased $794,757 in 1999 as compared to 1998. The decrease
was attributable primarily to a decrease in occupied units and a reduction in
Medicare and Medicaid revenues. Although the occupancy levels at the retirement
facility decreased from 1998 to 1999 due to increased competition in the area,
the average monthly rental rate at the retirement facility increased from $1,370
in 1998 to $1,400 in 1999. Accounts receivable, recorded at net realizable
value, due from the Ohio Medicaid Program and Medicare fell from $38,371 in 1998
to $16,769 in 1999 and from $182,739 in 1998 to $110,326 in 1999, respectively.
Medicaid and Medicare programs counted for a lower percentage of operating
revenues during 1999 than in 1998 due to significant changes in government
reimbursement programs and continued competition from a new
rehabilitation/subacute facility.

           1998 compared to 1997

Operating revenues decreased $809,834 in 1998 as compared to 1997. The decrease
was attributable primarily to a decrease in occupied units and a shift in
Medicare revenues. Census at the nursing facility



                                  Page 7 of 14
<PAGE>

remained stable during the year ended December 31, 1998; however, the nursing
facility did experience a decline in the number of Medicare patients. This
decline was due primarily to a new rehabilitation/subacute facility that
directly competes with the nursing facility for Medicare and managed care
patients. There was a continuing decline in census at the retirement facility
during the last nine months of the year ended December 31, 1998.

           Expenses:

           1999 compared to 1998

Operating expenses decreased $563,699 in 1999 as compared to 1998. The
significant decrease was attributable primarily to reductions in staffing at the
nursing center resulting from the implementation of the Medicare PPS and in
continuing response to the lower Medicare census.

           1998 compared to 1997

Operating expenses decreased $30,900 in 1998 as compared to 1997. The slight
decrease was attributable primarily to reductions in staffing at the nursing
center in preparation for the implementation of the Medicare PPS on January 1,
1999 and in response to the lower Medicare census.



                                  Page 8 of 14
<PAGE>

           Net Income (Loss):

           1999 compared to 1998

For the fiscal year ended December 31, 1999, the Partnership suffered a net loss
of $244,752, and for the fiscal year ended December 31, 1998, the Partnership
had a net loss of $167,821. The net loss in 1999 was attributable primarily to a
substantial decrease in operating revenue in 1999 of $794,757 despite a
significant decrease of $714,493 in operating costs and expenses from $7,697,784
as of December 31, 1998 to $6,983,291 as of December 31, 1999. This significant
decrease in operating costs and expenses was due primarily to decreases in
staffing as described above, management and oversight fees and real estate
taxes.

           1998 compared to 1997

For the fiscal year ended December 31, 1998, the Partnership suffered a net loss
of $167,821, whereas for the fiscal year ended December 31, 1997, the
Partnership had a net income of $664,075. The net loss in 1998 was attributable
primarily to a decrease in operating revenue of $809,834. The total operating
costs and expenses increased slightly from $7,672,553 as of December 31, 1997 to
$7,697,784 as of December 31, 1998. This slight increase was due primarily to
increases in operating expenses, management and oversight fees, and real estate
taxes.

Liquidity and Capital Resources

At December 31, 1999, the Partnership held cash and cash equivalents of
$1,161,934, an increase of $230,855 from the amount held at December 31, 1998.
The cash balance, which is held in accounts controlled by the General Partners
of the Partnership, will be necessary to meet the Partnership's current
obligations and for operating reserves. In addition, cash balances maintained at
the two Partnership facilities will have to be maintained in accordance with
operating reserves established by the U.S. Department of Housing and Urban
Development ("HUD"). At December 31, 1999, the balance of HUD reserved cash at
the facilities was $458,482, which is equal to the mortgage escrow and reserve
for replacement accounts.

During 1999 the Partnership focused on the collection of accounts receivable. A
result of this increased focus was a reduction in the balance of accounts
receivable at the end of 1999, as compared to the balance of accounts receivable
at the end of 1998. By improving the collection of accounts receivable, the
partnership was able to use the cash to reduce the balance of its accounts
payable. Furthermore, the Partnership's reduction in third-party settlement
receivables from 1998 to 1999 was primarily attributable to a reduction in the
need for settlements from Medicare and Medicaid.

As the Partnership adjusts to Medicare PPS, it believes that it will produce
sufficient cash flow to meet its ongoing operations needs associated with the
two facilities currently owned by the Partnership. In addition, the
Partnership's cash reserves are considered adequate to meet contingent
liabilities related to third-party reimbursements from the operation of
facilities previously owned by the Partnership in Colorado. During 1999, the
Partnership did not receive any demands for payment of any actual or contingent
liabilities related to these previously-owned facilities. The Partnership has no
existing lines of credit or assurance of financial support from the General
Partners, should the need arise. Therefore, there can be no assurance that
sufficient funds will be available.

As of December 31, 1999, the Partnership was not obligated to perform any major
capital expenditures. The Managing General Partner anticipates that any repairs,
maintenance, or capital expenditures will be financed with cash reserves, HUD
replacement reserves and cash flow from operations.

No cash was distributed to the General Partners or the Limited Partners during
the year ended December 31, 1999. Due to efforts of the Managing General
Partner, the Partnership distributed $200,100 to the Limited Partners on
February 15, 1997. On February 15, 1998, the Partnership distributed $300,000 to
the Limited Partners. On September 30, 1998, the Partnership distributed
$300,000 to the Limited Partners.


                                  Page 9 of 14
<PAGE>

No funds were distributed during 1999. Cumulative distributions paid to the
Limited Partners as of December 31, 1999 were $3,538,203. The Managing General
Partner desires to make annual distributions from operating cash flow in future
periods. However, the Partnership's ability to make distributions may be limited
by HUD's requirements for surplus cash at both the nursing facility and
retirement center level.

Impact of the Year 2000 ("Y2K") Issue

Although much contingency planning was done for any possible Y2K issues, no
problems materialized. Therefore, there were no material costs associated with
addressing any Y2K issues.

ITEM 7A.   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Partnership does not engage in any transactions exposing the Partnership to
material market risk. The Partnership has no variable rate debt.

ITEM 8.    FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The financial statements and supplementary data begin on page F-2 of this
report.

ITEM 9.    CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
           FINANCIAL DISCLOSURE

None.

                                    PART III

ITEM 10.   DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

The Partnership does not have officers or directors. At December 31, 1999, the
General Partners of the Partnership were Consolidated Associates II and WelCare
Service Corporation-II ("WSC-II") as Managing General Partner of the
Partnership. The executive officers and director of WSC-II who control the
affairs of the Partnership, are as follows:

<TABLE>
<CAPTION>


Name and Position                Age     Other Principal Occupations and Other Directorships During the Past 5 Years
-----------------                ---     ---------------------------------------------------------------------------

<S>                               <C>    <C>
Forrest L. Preston, Director      67     Forrest L. Preston has served as a Director and Chairman of the Board of WSC-II since
and Chairman of the Board                July, 1998. For more than five years prior to the date hereof, Mr. Preston has served as
                                         sole owner of Life Care Centers of America, the Manager of the Partnership, and numerous
                                         other privately owned healthcare facilities. Mr. Preston does not serve on the Board of
                                         Directors of any public company.

John F. McMullan, President,      63     John F. McMullan has served as President, Secretary and Director of WSC-II since July,
Secretary and Director                   1998.  For more than five years prior to the date hereof, Mr. McMullan has served as a
                                         consultant to Life Care Centers of America, the Manager of the Partnership, and numerous
                                         other healthcare facilities.  Mr. McMullan is also a certified public accountant.  Mr.
                                         McMullan does not serve on the Board of Directors of any public company.
</TABLE>

ITEM 11.   EXECUTIVE COMPENSATION

No individual principal or principals as a group received any direct
remuneration from the Partnership.


                                 Page 10 of 14
<PAGE>

The General Partners are not compensated directly for their services as general
partners of the Partnership. See Item 13 and Note 1 to the consolidated
financial statements appearing in Item 8 for further discussion of compensation
paid to affiliates of the General Partners.

The General Partners are entitled to distributions of cash from operations and
from "other sources" (primarily from the sale or refinancing of Partnership
properties, as set forth in Item 8, Note 3).

ITEM 12.   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

(A)        Security ownership of certain beneficial owners.

           No individual or group as defined by Section 13(d)(3) of the
           Securities Exchange Act of 1934, known to the Partnership is the
           beneficial owner of more than 5% of the Partnership's securities.

(B)        Security ownership of management.

           The General Partners and their management own less than 1%.

ITEM 13.   CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Affiliates and former affiliates of the General Partners, in accordance with the
Partnership Agreement, may receive compensation for services rendered. The
following is a summary of compensation paid to or accrued for the benefit of the
General Partners and affiliates in 1999:

<TABLE>
<S>                  <C>                                                      <C>
                     Oversight management and management fees:
                               Paid at the Fund II level (1)                  $ 68,876
                               Paid by the facilities (1)                     $334,891
                     Administration of partnership activities (1)             $130,617
</TABLE>

Partnership administration costs during 1999 of $130,617 includes $72,813 paid
to affiliates, with the remainder paid to non-affiliates.

(1)        For reimbursement of expenses incurred by affiliates of the
           Managing General Partner in performing administrative services
           including investor relations and accounting. See Note 1 to the
           accompanying consolidated financial statements appearing in Item 8.


                                     PART IV

ITEM 14.   EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

(a)        The following financial statements are included in Part II, Item 8:

           (1)       Consolidated Financial Statements:

                     Report of Independent Certified Public Accountants

                     Consolidated Balance Sheets - as of December 31, 1999
                      and 1998

                     Consolidated Statements of Operations - for the Years
                      Ended December 31, 1999, 1998 and 1997

                     Consolidated Statements of Partners' Equity (Deficit) -
                      for the Years Ended December 31, 1999, 1998 and 1997


                                 Page 11 of 14
<PAGE>

                     Consolidated Statements of Cash Flows - for the Years Ended
                      December 31, 1999, 1998 and 1997

                     Summary of Significant Accounting Policies

                     Notes to Consolidated Financial Statements

           (2)       The following financial statement schedule is included in
                      this Form 10-K Report:

                     Schedule II - Valuation and Qualifying Accounts for the
                      years ended December 31, 1999, 1998 and 1997

                     All other schedules are omitted since they are not
                     required, are not applicable, or the financial information
                     required is included in the financial statements or notes
                     thereto.


                                 Page 12 of 14
<PAGE>


           (3)       The following exhibits are incorporated by reference and
                     are an integral part of this Form 10-K:

<TABLE>
<CAPTION>


      Exhibit Number                                                                                                         Page
  (as per Exhibit Table)                                       Document Description                                         Number


<S>        <C>                                                                                                                <C>
           3.1              Agreement of Limited Partnership of Consolidated Resources Health Care Fund II,                   N/A
                            incorporated by reference to Exhibit A to the Registration Statement on Form S-1, as
                            amended, Page A-1, File No. 2-87636, (now File No. 0-13415).

           3.2              Amendment to Agreement of Limited Partnership of Consolidated Resources Health Care Fund          N/A
                            II, incorporated by reference to Proxy Statement filed on November 19, 1991, File No.
                            0-13415.

           3.3              Amendment to Amended and Restated Agreement and Certificate of Limited Partnership of             N/A
                            Consolidated Resources Health Care Fund II, incorporated by reference to Form 10-Q filed
                            on August 19, 1998, File No. 0-13415.

            21              Subsidiaries                                                                                       E

                            E -   Submitted electronically as a separate document herewith the Registrant's Form
                                  10-K
</TABLE>

(b)        Reports on Form 8-K:

           None.


                                 Page 13 of 14
<PAGE>


                                   SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, Registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.


                                          CONSOLIDATED RESOURCES HEALTH CARE
                                           FUND II
                                                    (Registrant)


                                          By:  WELCARE SERVICE CORPORATION-II
                                               Managing General Partner


Date:  November 14, 2001                  By:  /s/ John F. McMullan
                                               --------------------
                                               John F. McMullan, Chief Financial
                                                 Officer


Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons, on behalf of the Registrant and
in the capacities and on the dates indicated:


Date:  November 14, 2001                  By: /s/ John F. McMullan
                                              --------------------
                                              John F. McMullan
                                              Sole Director and Principal
                                              Executive Officer of the Managing
                                              General Partner


Date:  November 14, 2001                  By: /s/ John F. McMullan
                                              --------------------
                                              John F. McMullan
                                              Chief Financial Officer of the
                                              Managing General Partner


                                 Page 14 of 14
<PAGE>

                                      F-1

The Partners
Consolidated Resources Health Care Fund II and Subsidiaries

We have audited the accompanying consolidated balance sheets of Consolidated
Resources Health Care Fund II and Subsidiaries (limited partnerships) (the
"Partnership") as of December 31, 1999 and 1998 and the related consolidated
statements of operations, partners' equity (deficit) and cash flows for each of
the three years in the period ended December 31, 1999. We have also audited the
schedule listed in the accompanying index. These consolidated financial
statements and schedule are the responsibility of the Partnership's management.
Our responsibility is to express an opinion on these consolidated financial
statements and schedule based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the consolidated
financial statements and schedule are free of material misstatements. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the consolidated financial statements and schedule. An audit also
includes assessing the accounting principles used and significant estimates made
by management, as well as evaluating the overall presentation of the
consolidated financial statements and schedule. We believe that our audits
provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the consolidated financial position of
Consolidated Resources Health Care Fund II and Subsidiaries (limited
partnerships) at December 31, 1999 and 1998, and the consolidated results of
their operations and their cash flows for each of the three years in the period
ended December 31, 1999 in conformity with accounting principles generally
accepted in the United States of America.

Also, in our opinion, the schedule presents fairly, in all material respects,
the information set forth therein.



/s/ BDO Seidman, LLP


Atlanta, Georgia
October 31, 2001


<PAGE>
                                      F-2



           Consolidated Resources Health Care Fund II and Subsidiaries
                             (limited partnerships)

                           Consolidated Balance Sheets
<TABLE>
<CAPTION>


December 31,                                                                    1999                    1998
                                                                          --------------           ---------------
Assets
<S>                                                                    <C>                     <C>

Current
   Cash and cash equivalents (Note 5)                                     $   1,161,934           $     931,079

   Accounts receivable, net of allowance for doubtful accounts
      of $7,153 and $14,562, respectively (Note 4)                              175,980                 348,459

   Third-party payor settlement receivable (Note 4)                                   -                  97,501

   Prepaid expenses and other                                                    13,400                  36,177
                                                                        ----------------        ----------------

Total current assets                                                          1,351,314               1,413,216
                                                                        ----------------        ----------------

Property and equipment (Note 2)

   Land                                                                         178,609                 178,609
   Buildings and improvements                                                 6,870,960               6,821,838
   Equipment and furnishings                                                    973,896                 919,370
                                                                        ----------------        ----------------
                                                                              8,023,465               7,919,817

Less:  accumulated depreciation                                              (5,029,530)             (4,604,963)
                                                                        ----------------        ----------------

Net property and equipment                                                    2,993,935               3,314,854
                                                                        ----------------        ----------------

Other
   Restricted escrows and other deposits (Note 2)                               526,931                 481,088
   Deferred loan costs, net of accumulated amortization
      of $14,593 and $13,555, respectively                                       17,720                  18,757
                                                                        ----------------        ----------------

Total other assets                                                              544,651                 499,845
                                                                        ----------------        ----------------
                                                                          $   4,889,900           $   5,227,915
                                                                        ================        ================
</TABLE>


See accompanying summary of significant accounting policies and notes to
consolidated financial statements.




<PAGE>
                                      F-3

<TABLE>
<CAPTION>

December 31,                                                                      1999                    1998
                                                                              ---------------         ---------------
Liabilities and Partners' Equity (Deficit)
<S>                                                                          <C>                     <C>

Current liabilities
   Current maturities of long-term debt obligations (Note 2)                   $      83,938           $      78,359
   Accounts payable                                                                  116,302                 223,243
   Accrued expenses (Note 6)                                                         585,727                 502,193
   Accrued management fees substantially all to affiliates (Note 1)                  394,918                 394,918
   Deposit liabilities                                                                68,321                  66,049
   Due to related party (Note 1)                                                      10,385                       -
                                                                             ----------------        ----------------

Total current liabilities                                                          1,259,591               1,264,762

Long-term debt obligations, less current
   maturities (Note 2)                                                             3,957,345               4,045,437
                                                                             ----------------        ----------------

Total liabilities                                                                  5,216,936               5,310,199
                                                                             ----------------        ----------------

Commitments and Contingencies (Notes 4 and 5)

Partners' equity (deficit) (Notes 2 and 3)
   Limited partners                                                                 (146,387)                 88,575
   General partners                                                                 (180,649)               (170,859)
                                                                             ----------------        ----------------

Total partners' equity (deficit)                                                    (327,036)                (82,284)
                                                                             ----------------        ----------------

                                                                               $   4,889,900           $   5,227,915
                                                                             ----------------        ----------------

</TABLE>

See accompanying summary of significant accounting policies and notes to
consolidated financial statements.





<PAGE>


                                       F-4

           Consolidated Resources Health Care Fund II and Subsidiaries
                             (limited partnerships)

                      Consolidated Statements of Operations

<TABLE>
<CAPTION>


Years ended December 31,                                                   1999                    1998                    1997
                                                                     --------------           -------------           -------------
<S>                                                                <C>                     <C>                     <C>

Revenue
   Operating revenue (Note 4)                                         $   6,699,883           $   7,494,640           $   8,304,474
   Interest income                                                           38,656                  35,323                  32,154
                                                                    ---------------        ----------------        -----------------

Total revenue                                                             6,738,539               7,529,963               8,336,628
                                                                    ---------------        ----------------        -----------------

Operating costs and expenses
   Operating expenses                                                     5,539,955               6,103,654               6,134,554
   Depreciation and amortization                                            474,908                 466,400                 437,665
   Interest (Note 2)                                                        307,150                 313,126                 319,009
   Management and oversight fees (Note 1)                                   403,767                 539,483                 497,528
   Real estate taxes                                                        126,894                 145,621                 126,169
   Partnership administration costs to affiliates (Note 1)
                                                                            130,617                 129,500                 157,628
                                                                    ---------------        ----------------        -----------------

Total operating costs and expenses                                        6,983,291               7,697,784               7,672,553
                                                                    ---------------        ----------------        -----------------

Net income/(loss)                                                     $    (244,752)          $    (167,821)          $     664,075
                                                                    ---------------        ----------------        -----------------

Basic and diluted net income/(loss) per limited partnership unit      $     (15.66)           $     (10.74)           $      42.50
                                                                    ---------------        ----------------        -----------------

Limited partnership units outstanding                                        15,000                  15,000                  15,000
                                                                    ---------------        ----------------        -----------------
</TABLE>

See accompanying summary of significant accounting policies and notes to
consolidated financial statements.



<PAGE>

                                       F-5

           Consolidated Resources Health Care Fund II and Subsidiaries
                             (limited partnerships)

              Consolidated Statements of Partners' Equity (Deficit)
                  Years Ended December 31, 1999, 1998 and 1997

<TABLE>
<CAPTION>

                                                                        Limited                  General                   Total
                                                                                                                         Partners'
                                                                                                                          Equity
                                                                                                                         (Deficit)
                                                                      ----------               ----------               -----------


<S>                                                                  <C>                    <C>                      <C>
Partners' equity (deficit), at January 1, 1997                        $ 412,271              $  (190,709)             $  221,562

   Net income                                                           637,512                   26,563                 664,075

   Distributions (Note 3)                                              (200,100)                       -                (200,100)
                                                                      -----------              -----------              -----------

Partners' equity (deficit), at December 31, 1997                        849,683                 (164,146)                685,537

   Net loss                                                            (161,108)                  (6,713)               (167,821)

   Distributions (Note 3)                                              (600,000)                       -                (600,000)
                                                                      -----------              -----------              -----------

Partners' equity (deficit), at December 31, 1998                         88,575                 (170,859)                (82,284)

   Net loss                                                            (234,962)                  (9,790)               (244,752)
                                                                      -----------              -----------              -----------

Partners' equity (deficit), at December 31, 1999                      $(146,387)             $  (180,649)            $  (327,036)
                                                                      -----------              -----------              -----------
</TABLE>

See accompanying summary of significant accounting policies and notes to
consolidated financial statements.




<PAGE>

                                       F-6

           Consolidated Resources Health Care Fund II and Subsidiaries
                             (limited partnerships)

                      Consolidated Statements of Cash Flows


<TABLE>
<CAPTION>



Years ended December 31,                                                   1999                    1998                    1997
                                                                      --------------          -------------           -------------
<S>                                                                   <C>                     <C>                     <C>
Operating activities
   Net income/(loss)                                                  $    (244,752)          $    (167,821)          $     664,075
   Adjustments to reconcile net income/(loss) to cash
    provided by operating
      activities:
      Depreciation and amortization                                         474,908                 466,400                 437,665
      Bad debt expense                                                       37,165                   9,856                   6,671
      Loss on disposal of fixed assets                                            -                       -                  21,807
      Changes in operating assets and liabilities:
        Accounts receivable                                                 135,314                 (36,778)                 15,213
        Prepaid expenses and other                                           22,777                 (17,213)                 (4,404)
        Accounts payable                                                   (106,941)                (19,241)                 44,534
        Accrued liabilities and deposit liabilities                          85,806                  77,651                  78,361
        Third-party payor settlement receivable                              97,501                 374,516                (446,393)
                                                                    ----------------        ----------------        ----------------

Cash provided by operating activities                                       501,778                 687,370                 817,529
                                                                    ----------------        ----------------        ----------------

Investing activities
   Payments for purchases of property and equipment, net                   (152,952)               (203,167)               (595,224)
   Net change in restricted escrows and other deposits                      (45,843)                (24,096)               (141,980)
                                                                    ----------------        ----------------        ----------------

Cash used in investing activities                                          (198,795)               (227,263)               (737,204)
                                                                    ----------------        ----------------        ----------------

Financing activities
   Principal payments on long-term debt obligations                         (82,513)                (76,338)                (72,673)
   Due from related party                                                    10,385                 890,000                (890,000)
   Distributions paid to limited partners                                         -                (600,000)               (200,100)
                                                                    ----------------        ----------------        ----------------

Cash provided by (used in) financing activities                             (72,128)                213,662              (1,162,773)
                                                                    ----------------        ----------------        ----------------

Net increase (decrease) in cash and cash equivalents                        230,855                 673,769              (1,082,448)

Cash and cash equivalents, beginning of year                                931,079                 257,310               1,339,758
                                                                    ----------------        ----------------        ----------------

Cash and cash equivalents, end of year                                $   1,161,934           $     931,079           $     257,310
                                                                    ================        ================        ================

Supplemental Disclosure:
   Cash paid during the year for interest                             $     307,150           $     313,126           $     319,009
                                                                    ================        ================        ================

</TABLE>

See accompanying summary of significant accounting policies and notes to
consolidated financial statements.


<PAGE>

                                      F-7

           Consolidated Resources Health Care Fund II and Subsidiaries
                             (limited partnerships)

                   Summary Of Significant Accounting Policies




Organization

Consolidated Resources Health Care Fund II (the "Partnership") was organized on
October 31, 1983 as a limited partnership under the provisions of the Georgia
Uniform Limited Partnership Act for the purpose of acquiring, operating and
holding for investment and future capital appreciation income producing, health
care related real properties. Investments in healthcare real property consist of
a nursing home and a retirement center in Ohio. During 1999, the average
occupancy for the nursing home and retirement center was 93.8% and 69.2%,
respectively.

Prior to July 16, 1998, the General Partners of the Partnership were WelCare
Consolidated Resources Corporation of America, serving as the Corporate General
Partner, ("WCRCA" or the "Corporate General Partner"), a Nevada corporation,
WelCare Service Corporation-II, serving as Managing General Partner, ("WSC-II"
or the "Managing General Partner"), a Georgia corporation, and Consolidated
Associates II, ("CA-II"), a Georgia general partnership (collectively the
"General Partners"). On January 30, 1997, all of the stock of the Corporate
General Partner and the Managing General Partner was sold to Consolidated
Partners Corporation, which is wholly-owned by a general partner of CA-II. The
General Partners collectively hold a 4% ownership interest in the Partnership.
The limited partners hold 15,000 partnership units which comprise 96% ownership
in the Partnership.

On July 16, 1998, WCRCA assigned all of its right, title and interest in and to
its general partner interest in the Partnership to WSCII. On July 22, 1998, an
amendment to Amended and Restated Agreement and Certificate of Limited
Partnership was filed reflecting the withdrawal of WCRCA from the partnership
and certain other matters. On July 23, 1998 the sole shareholder of the Managing
General Partner sold all of its issued and outstanding shares to a third party.

The financial statements do not reflect assets the partners may have outside
their interests in the Partnership, nor any personal obligations including
income taxes, of the individual partners.

Consolidation

The consolidated financial statements include the accounts of the Partnership
and the accounts of the subsidiary partnerships in which it holds a majority
interest. All significant intercompany balances and transactions have been
eliminated. The amount of minority interest is immaterial.

Property, Equipment and Long-lived Assets

Property and equipment are recorded at cost less appropriate reductions for
permanent declines in net realizable value. Property and equipment are not
adjusted for increases in net realizable value.

Long-lived assets are reviewed for impairment whenever events or changes in
circumstances indicate that the carrying amount may not be recoverable. If the
sum of the expected future undiscounted cash flows is less than the carrying
amount of the asset, a loss is recognized for the difference between the fair
value and carrying value of the asset.

Prior to 1992, the Partnership recorded write-downs to reduce the carrying value
of certain properties to their estimated net realizable value as determined by
the Managing General Partner.

The balance of these write-downs and the carrying values of the property and
equipment were as follows as of December 31, 1999.

<PAGE>
                                      F-8
           Consolidated Resources Health Care Fund II and Subsidiaries
                             (limited partnerships)

                   Summary Of Significant Accounting Policies

<TABLE>
<CAPTION>


                                                  Write Down              Carrying Values
                                                 ------------            -----------------
<S>                                       <C>                        <C>

 Mayfair Village Nursing Care Center          $    1,441,848             $    1,090,222
 Mayfair Retirement Center                           440,602                  1,903,713
                                          ----------------------     ---------------------

                                              $    1,882,450             $    2,993,935
                                          ======================     =====================

</TABLE>

Depreciation and Amortization

Property and equipment are depreciated using the straight-line method over lives
of 5 to 30 years. Renewals and betterments are capitalized and repairs and
maintenance are charged to operations as incurred.

<PAGE>
                                      F-9


Deferred Loan Costs

Deferred loan costs are amortized over the terms of the respective loans using
the straight-line method which approximates the effective interest method.
Amortization of deferred loan costs is included in depreciation and amortization
expense.

Operating Revenue

Operating revenue is recorded when services are rendered and includes amounts
reimbursable by the Medicaid and Medicare programs. Revenues are recorded at the
estimated net realizable amounts from patients, third-party payors, and others
for services rendered including estimated retroactive adjustments under
reimbursement agreements with Medicare and Medicaid. Retroactive adjustments are
accrued in the period related services are rendered and adjusted in future
periods as final settlements are determined.

The Balanced Budget Act of 1997, (the "Act"), enacted in August 1997, has
targeted the Medicare program for reductions in spending growth of approximately
$9.5 billion for skilled nursing facilities over the next five years, primarily
through the implementation of a Medicare prospective payment system ("PPS") for
skilled services. The PPS per diem, which covers routine service, ancillary and
capital related costs, is initially a blended rate based on (i) a
facility-specific payment rate derived from each facility's 1995 cost report,
adjusted by an inflation factor and (ii) a federal per diem rate derived from
all hospital-based and freestanding (skilled nursing facility) 1995 cost
reports, adjusted for case mix and geographic variations in labor costs. The
blended rate will be further adjusted by a facility-specific case mix (acuity)
index.

The Partnership's nursing home changed to the PPS reimbursement system on
January 1, 1999. Management believes that revenues will continue to be lower
under PPS; however, reductions in therapy costs, use of general purchasing
agents and other expense reduction measures should in part offset the effect of
any rate reductions. The Company can give no assurance that payments under such
programs in the future will remain at a level comparable to the present level or
increase, and decreases in the level of payments could have a material adverse
effect on the Company.

Income Taxes

No provision has been made in the consolidated financial statements for Federal
income taxes because under current law, no Federal income taxes are paid
directly by the Partnership. The Partnership reports certain transactions
differently for tax and financial statement purposes.

Allocation of Net Income or Net Loss

The Partnership's net profits and net losses (other than net profits or net
losses from a sale or refinancing of Partnership property), are allocated 96% to
the Limited Partners and 4% to the General Partners. Distributions are computed
as described in Note 4.

Net losses resulting from a sale or refinancing shall be allocated 99% to the
Limited Partners and 1% to the General Partners. Net profits resulting from a
sale or refinancing shall be allocated in the following order:

(1)  First, 1% to the General Partners and 99% to the Limited Partners until the
     net profits allocated to the Limited Partners from such sale or refinancing
     equals the excess of the greater of the following items over their capital
     account immediately prior to such sale or refinancing:


<PAGE>
                                      F-10
           Consolidated Resources Health Care Fund II and Subsidiaries
                             (limited partnerships)

                   Summary Of Significant Accounting Policies



          (a)  zero; or

          (b)  the Limited Partners' invested capital immediately prior to such
               sale or refinancing plus 9% per annum of the Limited Partners'
               average invested capital for all fiscal years to the extent not
               received through prior distributions of distributable cash from
               operations or sale or refinancing proceeds; or

          (c)  the amount of sale or refinancing proceeds distributable to the
               Limited Partners;

(2)  Second, to the General Partners until the net profits allocated to the
     General Partners from such sale or refinancing equals the excess of the
     greater of the following items over their capital account immediately prior
     to such sale or refinancing:

          (a)  zero; or

          (b)  the amount of sale or refinancing proceeds distributable to the
               General Partners from such sale or refinancing;

(3)  Third, any remaining net profits shall be allocated 15% to the General
     Partners and 85% to the Limited Partners.

Net Income (Loss) Per Limited Partnership Unit

Net income (loss) per Limited Partnership Unit is computed by dividing net
income (loss) allocated to the Limited Partners by the number of Limited
Partnership units outstanding.

Statements of Cash Flows

For purposes of this statement, cash equivalents include U.S. government
securities, commercial paper and certificates of deposit with original
maturities of three months or less.

Use of Estimates

The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make certain estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.

Reclassifications

Certain 1997 and 1998 amounts have been reclassified to conform to the 1999
presentation.

Recent Accounting Pronouncements

SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities, is
effective for all fiscal quarters of fiscal years beginning after June 15, 1999.
SFAS No. 133 requires companies to recognize all derivatives contracts as either
assets or liabilities in the balance sheet and to measure them at fair value. If
certain conditions are met, a derivative may be specifically designated as a
hedge, the objective of which is to match the timing of gain or loss recognition
on the hedging derivative with the recognition of (i) the changes in the fair
value of the hedged asset or liability that are attributable to the hedged risk
or (ii) the earnings effect of the hedged forecasted transaction. For a
derivative not designated as a hedging instrument, the gain or loss is
recognized in income in the period of change. SFAS 137 delayed the effective
date of SFAS 133 to fiscal years beginning after June 15, 2000. SFAS 138,
"Accounting For

<PAGE>
                                      F-11
           Consolidated Resources Health Care Fund II and Subsidiaries
                             (limited partnerships)

                   Summary Of Significant Accounting Policies



Certain Derivative Instruments and Certain Hedging Activities, Amendment of SFAS
133," liberalized the application of SFAS 133 in a number of areas.
Historically, the Company has not entered into derivatives contracts either to
hedge existing risks or for speculative purposes. Accordingly, the Partnership
does not expect adoption of the new standard on January 1, 2000, to affect its
financial statements.

In December 1999 the Securities and Exchange Commission released Staff
Accounting Bulletin (SAB) No. 101, "Revenue Recognition in Financial
Statements." SAB No. 101 provides guidance on applying generally accepted
accounting principles to revenue recognition in financial statements. Management
does not expect there to be any changes to the Partnership's revenue recognition
policies as a result of the adoption of SAB No. 101 during 2000.

In March 2000, the Financial Accounting Standards Board issued Interpretation
No. 44, "Accounting for Certain Transactions involving Stock Compensation," an
interpretation of Accounting Principles Board (APB) Opinion No. 25, "Accounting
for Stock Issued to Employees." Interpretation No. 44 clarifies the application
of APB No. 25 to the definition of an employee for purposes of applying APB No.
25, the criteria for determining whether a plan qualifies as a noncompensatory
plan, the accounting consequences of various modifications to the terms of a
previously fixed stock option or award and the accounting for an exchange of
stock compensation awards in a business combination. Management does not expect
the adoption of this interpretation during 2000 to have a material impact on the
Partnership's consolidated financial statements.

In September 2000, the Financial Accounting Standards Board issued SFAS 140,
"Accounting for Transfers and Servicing of Financial Assets and Extinguishments
of Liabilities--a replacement of SFAS 125." This statement provides accounting
and reporting standards for transfers and servicing of financial assets and
extinguishments of liabilities and revises the accounting standards for
securitizations and transfers of financial assets and collateral. Management
does not expect the adoption to have a material effect on the Partnership's
results of operations and financial position. This standard also requires
new disclosures in 2000. Such requirements are not applicable to the
Partnership.

In June 2001, the Financial Accounting Standards Board finalized FASB Statements
No. 141, "Business Combinations" ("SFAS 141"), and No. 142, "Goodwill and Other
Intangible Assets" ("SFAS 142"). SFAS 141 requires the use of the purchase
method of accounting and prohibits the use of the pooling-of-interests method of
accounting for business combinations initiated after June 30, 2001. SFAS 141
also requires that the Partnership recognize acquired intangible assets apart
from goodwill if the acquired intangible assets meet certain criteria. SFAS 141
applies to all business combinations initiated after June 30, 2001 and for
purchase business combinations completed on or after July 1, 2001. It also
requires, upon adoption of SFAS 142, that the Partnership reclassify the
carrying amounts of intangible assets and goodwill based on the criteria in SFAS
141.

SFAS 142 requires, among other things, that companies no longer amortize
goodwill, but instead test goodwill for impairment at least annually. In
addition, SFAS 142 requires that the Partnership identify reporting units for
the purposes of assessing potential future impairments of goodwill, reassess the
useful lives of other existing recognized intangible assets, and cease
amortization of intangible assets with an indefinite useful life. An intangible
asset with an indefinite useful life should be tested for impairment in
accordance with the guidance in SFAS 142. SFAS 142 is required to be applied in
fiscal years beginning after December 15, 2001 to all goodwill and other
intangible assets recognized at that date, regardless of when those assets were
initially recognized. SFAS 142 requires the Partnership to complete a
transitional goodwill impairment test six months from the date of adoption. The
Partnership is also required to reassess the useful lives of other intangible
assets within the first interim quarter after adoption of SFAS 142.

The Partnership expects that the effect of the adoption of SFAS 141 and SFAS 142
will not be material to its financial position or results of operations.

In June 2001 the FASB approved the issuance of Statement of Financial Accounting
Standards No. 143,

<PAGE>
                                      F-12
           Consolidated Resources Health Care Fund II and Subsidiaries
                             (limited partnerships)

                   Summary Of Significant Accounting Policies



"Accounting for Asset Retirement Obligations" ("SFAS 143"). SFAS 143 establishes
accounting standards for the recognition and measurement of legal obligations
associated with the retirement of tangible long-lived assets. SFAS 143 will
become effective for the Partnership on January 1, 2003 and requires recognition
of a liability for an asset retirement obligation in the period in which it is
incurred. Management is in the process of evaluating the impact this standard
will have on the Partnership's financial statements.

In October 2001 the FASB issued Statement of Financial Accounting Standards No.
144, "Accounting for the Impairment or Disposal of Long-Lived Assets" ("SFAS
144"). SFAS 144 addresses financial accounting and reporting for the impairment
or disposal of long-lived assets. The provisions of this statement are effective
for financial statements issued for fiscal years beginning after December 15,
2001. Management is in the process of evaluating the impact this standard will
have on the Partnership's financial statements.


<PAGE>

                                      F-13


1.      Management Fees and Affiliate Transitions

Two companies related to the Partnership and the minority interest holder manage
the nursing home and retirement center for a fee of 5% of gross operating
revenues. Fees totaling $334,891, $414,401 and $358,667 were paid to the
management company for the years ended December 31, 1999, 1998 and 1997,
respectively. In addition, an affiliate of the Managing General Partner was paid
an oversight management fee of 1% of gross operating revenue totaling $68,876,
$75,423 and $83,127 in 1999, 1998 and 1997, respectively.

During 1999, 1998 and 1997, the affiliate of the Managing General Partner was
reimbursed for costs incurred in connection with the administration of
Partnership activities in the amount of $72,813 each year. These expenses are
included in Partnership administration costs on the accompanying Consolidated
Statement of Operations.

Accrued management fees consist of management's estimates of amounts payable to
affiliates and former affiliates and an unrelated management company resulting
from management fees incurred.

2.    Long-Term Debt Obligations

Long-term debt obligations consisted of:
<TABLE>
<CAPTION>

                                                                                            1999           1998
                                                                                        ----------       ----------
<S>                                                                                   <C>               <C>

7.5% note related to Mayfair Village Nursing Care Center, collateralized by a
first trust deed on land, buildings and furnishing and insured by the U.S.
Department of Housing and Urban Development; payable in monthly installments of
principal and interest of $12,050, due January 1, 2020                                  $1,495,780       $1,530,877

7.5% note related to Mayfair Retirement Center, collateralized by a first trust
deed on land, buildings and furnishing and insured by the U.S. Department of
Housing and Urban Development; payable in monthly installments of principal and
interest of $20,023, due March 1, 2021                                                   2,545,503        2,592,919
                                                                                        ----------       ----------

                                                                                         4,041,283        4,123,796
Less current maturities                                                                     83,938           78,359
                                                                                        ----------       ----------

                                                                                        $3,957,345       $4,045,437
                                                                                        ----------       ----------

</TABLE>

<PAGE>
                                      F-14



Future maturities of long-term debt obligations at December 31, 1999 are as
follows:


                                                  Amount

              2000                              $ 83,938
              2001                                89,924
              2002                                97,588
              2003                               105,036
              2004                               113,191
              Thereafter                       3,551,606
                                         ----------------

                                              $4,041,283
                                         ================

Restricted escrows and other deposits include amounts held in trust for payment
of property taxes and insurance and for repairs and replacements of the property
as approved by HUD. Under covenants contained in the Regulatory Agreement with
HUD, the subsidiary partnerships are limited as to the amount of distributions
they may make to the Partnership to the extent of surplus cash, as defined in
the Regulatory Agreement with HUD. The Regulatory Agreement also imposes
restrictions regarding cash receipts and disbursements and compliance with the
Fair Housing Act.

The fair value of the Partnership's obligations are estimated on the quoted
market prices for the same or similar issues or on the current rates offered to
the Partnership for debt of the same remaining maturities. Carrying values of
the Partnerships' financial instruments approximate their fair values at
December 31, 1999.

3.    Distributions

Distributions to the partners are paid from operations of the Partnership's
properties or from sales or refinancing of properties. Cash from operations is
distributed 96% to the Limited Partners and 4% to the General Partners. However,
no distributions of cash from operations shall be made to the General Partners
in any year until the Limited Partners have received distributions for such year
equal to 9% of their invested capital.

Distributions of cash from sales and refinancing are made in the following
order:

(a)  First, to the Limited Partners in an amount equal to their invested
     capital; then,

(b)  to the Limited Partners in an amount necessary to provide the Limited
     Partners with a 9% cumulative, non-compounded return on invested capital to
     the extent not previously received through distributions of distributable
     cash from operations; then,

(c)  to the General Partners in an amount up to 3% of the sale price of all
     properties on a cumulative basis; then,

(d)  the balance of such proceeds shall be distributed 15% to the General
     Partners and 85% to the Limited Partners.

The Partnership distributed cash of $600,000 and $200,100 to the Limited
Partners for the years ended December 31, 1998 and 1997, respectively. No cash
was distributed to Limited Partners during 1999. Cumulative distributions paid
to the Limited Partners as of December 31, 1999 are $3,538,203. No distributions
have been made to the General Partners.

<PAGE>
                                      F-15


4. Cost Reimbursements

Accounts receivable and operating revenue include amounts estimated by
management to be reimbursable by Medicaid and Medicare under the provisions of
cost reimbursement formulas in effect. Final determination of amounts earned is
subject to audit by the intermediaries. In the opinion of management, adequate
provision has been made for any adjustments that may result from such audits.
Differences between estimated provisions and final settlement are reflected as
charges or credits to operating revenue in the year finalized. Significant
changes have and will continue to be made in government reimbursement programs,
and such changes could have a material impact on future reimbursement formulas.
At December 31, 1998, estimated third-party payor settlement receivables were
$97,501. The amount of $97,501 was collected during 1999.

Medicaid and Medicare programs accounted for approximately 46%, 63% and 61% of
operating revenue during 1999, 1998 and 1997, respectively.

Accounts receivable, recorded at net realizable value, relate principally to
amounts due from both the Ohio Medicaid program and Medicare are as follows:

                                                 1999            1998
                                              ---------      -----------
Ohio Medicaid Program                         $  16,769      $   38,371
Medicare                                      $ 110,326      $  182,739

Amounts due from the Ohio Medicaid program are paid on an interim and final
basis generally within 30 to 60 days from date of billing. Amounts due from the
Medicare program are generally received within 30 days.


<PAGE>
                                      F-16


5. Concentrations of Credit Risk

At December 31, 1999, the Partnership had cash on deposit at two banks which
exceeded the Federal Deposit Insurance Corporation limit in the aggregate by
approximately $909,000.

6.         Accrued Expenses

Accrued expenses consisted of the following:

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

Due to Medicare                 $      231,455             $     67,968
Accrued property taxes                 123,463                  142,815
Accrued salaries and wages              98,746                  107,744
Deferred revenue                        93,635                   81,000
Other                                   38,428                  102,666
                              -------------------        ------------------

                                $      585,727             $    502,193
                              ===================        ==================


7.     Segment Information

During 1998, the Partnership adopted SFAS 131, Disclosures about Segments of an
Enterprise and Related Information. SFAS 131 establishes standards for the way
that public business enterprises report information about operating segments in
their financial statements. The standard defines operating segments as
components of an enterprise about which separate financial information is
available that is evaluated regularly by the chief operating decision makers in
deciding how to allocate resources and in assessing the performance. The
Company's chief operating decision makers aggregate operating segments based on
the facility type. Based on the quantitative thresholds specified in SFAS 131,
the Partnership has determined that it has two reportable segments, a nursing
home operation and a retirement center operation.

The accounting policies of the operating segments are the same as those
described in the Summary of Significant Accounting Policies. Segment amounts
disclosed are prior to any elimination entries made in the consolidation. The
chief operating decision-makers evaluate performance of the segments based on
operating results.

Summary information by segment follows:

<TABLE>
<CAPTION>

                                                                                          Corporate
                                          Retirement               Nursing             and Eliminations             Total
----------------------------------- ----------------------- ----------------------- ----------------------- ----------------------
<S>                                      <C>                     <C>                    <C>                      <C>
1999
Revenues                                 $1,206,401              $5,507,925             $   24,213               $6,738,539
Operating income (loss)                    (296,959)                320,459               (268,252)                (244,752)
Depreciation and amortization               249,006                 225,902                      -                  474,908
Total segment assets                     $2,217,125              $2,233,106             $  439,669               $4,889,900

1998
Revenues                                 $1,416,486              $6,272,280             $ (158,803)              $7,529,963
Operating income (loss)                    (157,744)                271,898               (281,975)                (167,821)
Depreciation and amortization               243,742                 222,658                      -                  466,400
Total segment assets                     $2,329,447              $2,080,200             $  818,268               $5,227,915

1997
Revenues                                 $1,568,912              $6,750,428             $   17,288               $8,336,628
Operating income (loss)                     (40,476)                975,528               (270,977)                 664,075
Depreciation and amortization               224,661                 213,004                      -                  437,665
Total segment assets                     $2,587,321              $2,570,331             $  856,012               $6,013,664

</TABLE>

<PAGE>
                                      F-17




                 Schedule II - Valuation and Qualifying Accounts
                  Years Ended December 31, 1999, 1998 and 1997
<TABLE>
<CAPTION>

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

                                 Balance at          Additions charged to        Deductions (1)            Balance at
                              beginning of year       costs and expenses                                   end of year


                           ----------------------   ----------------------   ----------------------  ----------------------
-------------------------- ------------------------ ------------------------ ----------------------- ------------------------
<S>                       <C>                      <C>                      <C>                     <C>

1999
Allowance for
 doubtful accounts         $14,562                  $37,165                  $(44,574)               $7,153
-------------------------- ------------------------ ------------------------ ----------------------- ------------------------

1998
Allowance for
 doubtful accounts         $19,035                  $9,856                   $(14,329)               $14,562
-------------------------- ------------------------ ------------------------ ----------------------- ------------------------

1997
Allowance for
 doubtful accounts         $53,554                  $6,671                   $(41,190)               $19,035
-------------------------- ------------------------ ------------------------ ----------------------- ------------------------

</TABLE>

(1) Represents direct write-offs of receivables and recoveries of previously
    written off receivables.