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

                                  FORM 10-K/A
                                AMENDMENT NO. 1

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, 1997
                                          -----------------------
                                      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.)

        400 Perimeter Center Terrace, Suite 650, Atlanta, Georgia 30346
--------------------------------------------------------------------------------
              (Address of principal executive offices)(Zip Code)

Registrant's telephone number, including area code:      770-698-9040


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    x      No

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. [ X ]

Of the  registrant's  15,000  Limited  Partnership  Units,  14,990  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 Page 24

                       SEE INDEX TO EXHIBITS ON PAGE 24
                             PAGE ONE OF 26 PAGES.

<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, 1997, the Partnership  had three general  partners (the "General
Partners"), Consolidated Associates II, ("CA-II") WelCare Consolidated Resources
Corporation of America, serving as the corporate general partner ("WCRCA" or the
"Corporate  General  Partner") and WelCare  Service  Corporation-II  as managing
general partner  ("WSC-II" or the "Managing  General  Partner").  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.

On December 7, 1983, a Registration Statement on Form S-1 was declared effective
by the Securities and Exchange  Commission  whereby 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 sale of Limited Partnership Units closed in April 1984,
with 15,000 units sold at $1,000 each,  for gross proceeds of $15,000,000 to the
Partnership.

The Partnership's  primary business and only industry segment is to own, operate
and  ultimately  dispose of a diversified  portfolio of health care related real
properties  for the benefit of its Limited  Partners.  At December  31, 1997 and
1996, 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  Corporate  General  Partner
provides  oversight  management  services for these  facilities  and receives an
oversight management fee of 1% of gross revenues.

As of December 31, 1997, the  Partnership  employed  approximately  162 persons,
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 are generally 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 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 facilities  and, in the case of private pay patients,  charges for
services,  are significant  competitive  factors which add to the success of its
facilities.  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
improving  the  appearances  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.

The following  table sets forth  information  regarding the average daily census
and sources of patient and resident revenues at the Partnership's facilities:

                                                             Revenues for
                              Average Daily Census for        Year Ended
                                     Year Ended              December 31,
                                  December 31, 1997            1997 (1)
                            ------------------------------  ----------------

Medicaid                                42       26%               27%
Private Pay                             26       16%               19%
VA, Medicare and Other                  20       12%               35%
Retirement Center (1)                   75       46%               19%

Overall Occupancy Rate      86%

(1) Retirement Center census is 100% private pay.

Because of a changing  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 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 1997, the facility exceeded
its break-even occupancy level.


ITEM 2.  PROPERTIES

The following  table sets forth the investment  portfolio of the  Partnership at
December 31, 1997.  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 3.




<PAGE>
                         Properties (dollars in 000's)
                      ----------------------------------
                                                Net    Occupancy
                     Secured    Acquisition    Book    Rate in     Date
     Property         Debt         Cost        Value     1997    Acquired

Mayfair Village
  Nursing Care
  Center
  Columbus, OH
  100 Licensed        $1,563      $4,774      $1,280(1)  88%    February, 1985
  Nursing Home                                             
  Beds

Mayfair Retirement
  Center
  Columbus, OH
  91 Units             2,637       4,824       2,297(1)  82%    February, 1985
                      ------      ------      ------   
                                                               

                      $4,200      $9,598      $3,577
                      ======      ======      ======

(1)  A  provision  was made prior to 1991 to write down each  facility  to their
     estimated net  realizable  value or estimated fair value at the time of the
     write-down as determined by the Corporate General Partner (See Item 8, Note
     5). These values reflect this write-down.

ITEM 3.  LEGAL PROCEEDINGS

As of  December  31,  1997,  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               1,602 as of March 23, 1998

(C)   There was a  distribution  of $200,100  paid to the Limited  Partners in
      1997.  Cumulative  distributions  paid  to the  Limited  Partners  as of
      December 31, 1997, were $2,938,203.  Future  distributions are dependent
      on the  Partnership's  ability to meet its  ongoing  obligations.  There
      have been no  distributions to the General  Partners.  See Liquidity and
      Capital  Resources  section  of  Item 7 -  Management's  Discussion  and
      Analysis  of  Financial   Condition  and  Results  of  Operations,   for
      discussion of distributions.


<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.

                        Years Ended December 31, (dollars in 000's, except per
                                             unit figures)
Statements of           --------------------------------------------------------
Operations                1997      1996        1995         1994       1993
-------------             ----      ----        ----         ----       ----

Operating revenue       $8,304    $7,189      $6,623       $6,091     $5,481
Income before
  extraordinary gain       664       279         175          185        312
Net income                 664       279       5,827          185        312
Income before
  extraordinary
  gain per weighted      42.50     17.84       11.21        11.85      19.96
  average Limited
  Partnership Unit
Net income per
  weighted average
  Limited Partnership    42.50     17.84      372.93        11.85      19.96
  Unit
Distribution paid per
  weighted average
  Limited Partnership    13.34     10.00       10.00          -          -
  Unit                   -----     -----       -----        -----      -----

                                  At December 31, (dollars in 000's)
                        --------------------------------------------------------
Balance Sheets            1997      1996        1995         1994         1993
--------------            ----      ----        ----         ----         ----

Property and            $3,577    $3,440      $3,564       $3,825       $4,075
  equipment, net
Total assets             6,014     5,499       5,592        5,980        6,030
Long-term debt
  obligations, less      4,124     4,206       4,261        4,326        4,384
  current maturities
Partners' equity           686       222          93       (5,584)      (5,769)
  (deficit)

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

Certain statements contained in this Management  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 ultimately prove to
be inaccurate.  Actual events and results may materially differ 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

Revenue:

1997 compared to 1996

Operating  revenues  increased  $1,115,026  in 1997 as  compared  to  1996.  The
increase  was due  primarily to the  recognition  of  approximately  $550,000 in
additional   Medicare  revenues   generated  by  Routine  Cost  Limit  exception
settlements  related to 1995 and 1996 cost  report  years for the  Partnership's
nursing facility. The remaining balance of the revenue increase was attributable
to favorable  increases in Medicare and Medicare rates at the nursing  facility,
along  with an  increase  in  rates at the  retirement  facility  following  the
completion of a renovation project initiated in 1996.

1996 compared to 1995

Operating  revenues increased $566,525 in 1996 as compared to 1995. The increase
is primarily  due to an increase in the nursing  facility's  reimbursement  from
Medicare  pursuant to routine cost limit exception  request  approved during the
period along with favorable changes in patient mix along with an increase in the
volume of higher  revenue  therapy  services being provided over the prior year.
The Partnership's  retirement center  experienced a decrease in revenue over the
prior year due to a decrease in occupancy, as a result of its renovation project
initiated in the last calendar quarter of 1996.

Expenses:

1997 compared to 1996

Operating  expenses increased $732,702 in 1997 as compared to 1996. The increase
was due primarily to a shift to higher acuity patients which require higher cost
ancillary services at the Partnership's nursing facility.

1996 compared to 1995

Operating  expenses increased $367,510 in 1996 as compared to 1995. The increase
is due  primarily to  inflationary  increases at both  facilities,  higher costs
associated  with higher  acuity  patients and increased  utilization  of therapy
services at the Partnership's nursing facility.

Liquidity and Capital Resources

At  December  31,  1997,  the  Partnership  held  cash and cash  equivalents  of
$257,310,  a decrease of $1,082,448  from the amount held at  December 31, 1996.
The cash balance  and the amounts  due from related  party of $890,000, which is
held in accounts controlled by the General Partner of the  Partnership,  will be
necessary  to meet the  Partnership's  current  obligations and to  fund capital
improvements.   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)
through the  computation of surplus cash.  At December 31, 1997,  the balance of
HUD reserved cash at the facilities was $377,159.

The  Partnership's  two facilities  produced  sufficient  revenues to meet their
operating and debt service  obligations as well as provide  additional cash flow
to  supplement  cash  reserves.  These  facilities  should  continue  to produce
positive cash flow in 1998. Capital expenditures increased from $265,094 in 1996
to  $595,224  in  1997  due in  part  to  the  Partnership's  renovation  of the
retirement center.

As of December 31, 1997, 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.

Due to efforts of the Managing  General  Partner,  the  Partnership  distributed
$150,000 to the Limited Partners on February 10, 1995. On February 15, 1996, the
Partnership  distributed $150,000 to the Limited Partners. On February 15, 1997,
the Partnership  distributed  $200,100 to the Limited Partners.  On February 15,
1998, the Partnership distributed $300,000 to the Limited Partners. The Managing
General Partner  anticipates the annual  distributions  from operating cash flow
will continue 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.

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.  Based on information  currently available,  Management
does not  believe  proposed  legislation  will  have an  adverse  effect  on the
Partnership's  operations.  However,  as  health  care  reform is  ongoing,  the
long-term effects of such changes cannot be accurately  predicted at the present
time.



<PAGE>
The  Partnership  should  produce  sufficient  cash  flow  to meet  its  ongoing
operations obligations 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  the  Colorado  facilities   previously  owned  by  the
Partnership.  During  1997,  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.

Impact of the Year 2000 Issue

The "Year  2000  Issue"  resulted  from the use of two digits  rather  than four
digits to define the  applicable  year in certain  computer  programs.  With the
coming  millennium,  any of the  Partnership's  computer  programs that have two
digit  date-sensitive  software  may  interpret  a date of "00" as the year 1900
rather  than  the  year  2000.   This  could  result  in  a  system  failure  or
miscalculations,  causing disruptions of the operations,  including, among other
things, a temporary inability to process transactions,  send invoices, or engage
in similar normal business activities.

Management is in the process of evaluating  the effect of the Year 2000 Issue on
the Partnership. Based on preliminary findings, the total cost of addressing the
Year 2000 Issue is not expected to have a material  effect on the  Partnership's
business,  financial condition or results of operations.  However, management is
in the process of completing its assessment of the potential  impact of the Year
2000 Issue on the Partnership  and the potential  exposure of the Partnership to
related problems on its customers and suppliers.  There can be no assurance that
such exposures on the costs of  remediating  any problems  associated  therewith
will  not  materially  affect  the  Partnership's  future  business,   financial
condition, or results of operations.

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Index                                                             Page Number

Report of Independent Certified Public Accountants                       8

Consolidated Financial Statements

   Consolidated Balance Sheets - December 31, 1997 and 1996           9-10

   Consolidated Statements of Income
   - Years ended December 31,  1997, 1996 and 1995                      11

   Consolidated Statements of Partners' Equity (Deficit)
   - Years ended December 31,  1997, 1996 and 1995                      12

   Consolidated Statements of Cash Flows
   - Years ended December 31,  1997, 1996 and 1995                      13

   Summary of Significant Accounting Policies                        14-16

   Notes to Consolidated Financial Statements                        17-19


The  following  financial  statement  schedule for the years ended  December 31,
1997, 1996 and 1995 of the Registrant are submitted herewith in response to Item
14 (a)(2):

   Schedule II - Valuation and Qualifying Accounts                      21

All  other  schedules  of the  Partnership  for which  provision  is made in the
applicable  regulations  of the  Securities  and  Exchange  Commission  are  not
required under the related instructions, are inapplicable or have been disclosed
in the notes to the consolidated financial statements and, therefore,  have been
omitted.


<PAGE>
Report of Independent Certified Public Accountants

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, 1997 and 1996,  and the related  consolidated
statements of income,  partners' equity (deficit) and cash flows for each of the
three years in the period  ended  December  31,  1997.  We have also audited the
accompanying Schedule II - Valuation and Qualifying Accounts for the years ended
December 31, 1997, 1996 and 1995. 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  generally   accepted  auditing
standards.  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, 1997 and 1996,  and the  consolidated  results of
their  operations and their cash flows for each of the three years in the period
ended  December  31,  1997 in  conformity  with  generally  accepted  accounting
principles.

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



                                       BDO Seidman, LLP



Atlanta, Georgia
March 26, 1998




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

                         Consolidated Balance Sheets


                                                            December 31,
                                                    ----------------------------
                                                         1997           1996
                                                    -------------  -------------
Assets

Current
  Cash and cash equivalents (Note 7)                  $  257,310     $1,339,758
  Accounts  receivable,  net of allowance for
  doubtful accounts                                      321,537        343,421
   of $19,035 and $53,554, respectively (Note 6)
  Due from related party (Note 2)                        890,000             -
  Third-party payor settlement receivable (Note 6)       472,017         25,624
  Prepaid expenses and other                              18,964         14,560
                                                    -------------  -------------

Total current assets                                   1,959,828      1,723,363
                                                    -------------  -------------

Property and equipment (Notes 3 and 5)
  Land                                                   178,609        178,609
  Buildings and improvements                           6,733,131      6,333,497
  Equipment and furnishings                              808,245        666,806
                                                    -------------  -------------
                                                       7,719,985      7,178,912
Less accumulated depreciation                         (4,142,935)    (3,738,651)
                                                    -------------  -------------

Net property and equipment                             3,577,050      3,440,261
                                                    -------------  -------------

Other
  Restricted escrows and other deposits (Note 3)         456,992        315,012
  Deferred loan costs, net of accumulated amortization
    of $12,516 and $11,480, respectively                  19,794         20,831
                                                    -------------  -------------

Total other assets                                       476,786        335,843
                                                    -------------  -------------

                                                      $6,013,664     $5,499,467
                                                    =============  =============


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





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

                         Consolidated Balance Sheets


                                                            December 31,
                                                    ----------------------------
                                                         1997           1996
                                                    -------------  -------------

Liabilities and Partners' Equity (Deficit)

Current liabilities
  Current maturities of long-term debt obligations     $  75,836      $  67,222
    (Note 3)
  Accounts payable                                       242,484        197,950
  Accrued expenses                                       375,411        373,500
  Accrued management fees substantially all to           440,167        254,518
    affiliates (Note 2)
  Deposit liabilities                                     69,931        179,130
                                                    -------------  -------------

Total current liabilities                              1,203,829      1,072,320

Long-term debt obligations, less current
  maturities (Note 3)                                  4,124,298      4,205,585
                                                    -------------  -------------

Total liabilities                                      5,328,127      5,277,905
                                                    -------------  -------------

Commitments and Contingencies (Notes 6 and 7)

Partners' equity (deficit) (Notes 3 and 4)
  Limited partners                                       849,683        412,271
  General partners                                      (164,146)      (190,709)
                                                    -------------  -------------

Total partners' equity                                   685,537        221,562
                                                    -------------  -------------

                                                      $6,013,664     $5,499,467
                                                    =============  =============


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





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

                      Consolidated Statements of Income


                                              Years ended December 31,
                                    --------------------------------------------
                                         1997           1996           1995
                                    -------------  --------------  -------------

Revenue
  Operating revenue (Note 6)          $8,304,474      $7,189,448     $6,622,923
  Interest income                         32,154          29,115         29,356
                                    -------------  --------------  -------------

Total revenue                          8,336,628       7,218,563      6,652,279
                                    -------------  --------------  -------------
Operating costs and expenses
  Operating expenses                   6,134,554       5,516,102      5,148,592
  Depreciation and amortization          437,665         389,943        375,742
  Interest (Note 3)                      319,009         323,011        327,139
  Management and oversight fees          497,528         414,379        420,899
    (Note 2)
  Real estate taxes                      126,169         122,642        120,759
  Partnership administration costs
    substantially                        157,628         173,774         83,930
    all to affiliates (Note 2)
                                    -------------  --------------  -------------

Total operating costs and expenses     7,672,553       6,939,851      6,477,061
                                    -------------  --------------  -------------

Income before extraordinary gain         664,075         278,712        175,218

Extraordinary gain on extinguishment
  of debt (Note 1)                            -               -       5,651,854
                                    -------------  --------------  -------------

Net income                             $ 664,075        $278,712     $5,827,072
                                    =============  ==============  =============

Income per limited partnership
  unit before extraordinary gain       $   42.50        $  17.84       $  11.21
                                    =============  ==============  =============

Extraordinary gain on extinguishment
  of debt per limited partnership      $      -         $     -        $ 361.72
  unit
                                    =============  ==============  =============

Net income per limited partnership     $   42.50        $  17.84       $ 372.93
  unit
                                    =============  ==============  =============

Limited partnership units                 15,000          15,000         15,000
  outstanding
                                    =============  ==============  =============

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






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

           Consolidated  Statements of Partners'  Equity  (Deficit)
                 Years Ended December 31, 1997, 1996 and 1995


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

Partners' deficit at                $(5,149,283)     $(434,939)    $(5,584,222)
  January 1, 1995

  Net income                          5,593,990        233,082       5,827,072

  Distributions (Note 4)               (150,000)             -        (150,000)
                                   -------------  -------------  --------------

Partners' equity (deficit), at          294,707       (201,857)         92,850
  December 31, 1995

  Net income                            267,564         11,148         278,712

  Distributions (Note 4)               (150,000)             -        (150,000)
                                   -------------  -------------  --------------

Partners' equity (deficit), at          412,271       (190,709)        221,562
  December 31, 1996

  Net income                            637,512         26,563         664,075

  Distributions (Note 4)               (200,100)             -        (200,100)
                                   -------------  -------------  --------------

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


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




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

                    Consolidated Statements of Cash Flows


                                              Years ended December 31,
                                    --------------------------------------------
                                         1997           1996           1995
                                    -------------  --------------  -------------

Operating activities
  Net income                           $ 664,075        $278,712     $5,827,072
  Adjustments to reconcile net income
    to cash provided by operating
    activities:
    Depreciation and amortization        437,665         389,943        375,742
    Loss on disposal of fixed assets      21,807              -              -
    Gain on extinguishment of debt            -               -      (5,651,854)
    Changes in assets and liabilities:
      Accounts receivable, net            21,884         222,544         20,964
      Prepaid expenses and other          (4,404)         29,757         63,912
      Accounts payable                    44,534        (137,290)       (38,546)
      Accrued liabilities and deposit     78,361         (33,389)      (313,670)
        liabilities
      Third-party payor settlement      (446,393)        (25,624)            -
        receivable
                                    -------------  --------------  -------------

Cash provided by operating activities    817,529         724,653        283,620
                                    -------------  --------------  -------------

Investing activities
  Payments for purchases of property    (595,224)       (265,094)      (112,927)
    and equipment, net
  Net change in restricted escrows      (141,980)        (34,766)       (40,589)
    and other deposits
                                    -------------  --------------  -------------

Cash used in investing activities       (737,204)       (299,860)      (153,516)
                                    -------------  --------------  -------------

Financing activities
  Principal payments on long-term debt   (72,673)        (50,335)       (61,060)
    obligations
  Due from related party                (890,000)             -              -
  Distributions paid to limited         (200,100)       (150,000)      (150,000)
    partners
                                    -------------  --------------  -------------

Cash used in financing activities     (1,162,773)       (200,335)      (211,060)

Net increase (decrease) in cash and   (1,082,448)        224,458        (80,956)
  cash equivalents

Cash and cash equivalents, beginning   1,339,758       1,115,300      1,196,256
  of year
                                    -------------  --------------  -------------

Cash and cash equivalents,            $  257,310      $1,339,758     $1,115,300
  end of year
                                    =============  ==============  =============

Supplemental Disclosure:
  Cash paid during the year for        $ 319,009        $323,011       $327,139
    interest
                                    =============  ==============  =============


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





<PAGE>
         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  1997,  the  average
occupancy  for  the  nursing  home  and  retirement  center  was  88%  and  82%,
respectively.

The General  Partners of the  Partnership  are  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.

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 and Equipment

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.

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.

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.


<PAGE>
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.

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:

      (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 Per Limited Partnership Unit

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


<PAGE>
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  1995 and  1996 amounts  have been  reclassified  to conform to the 1997
presentation.  With  respect  to  amounts  presented  as  of  December 31, 1997,
$890,000 has been reclassified from cash,  as previously presented,  to due from
related party  in  order  to  more  appropriately  reflect  the  nature  of  the
transaction described in Note 2.





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

                  Notes to Consolidated Financial Statements


1.   Transactions With Affiliates and Former Affiliates

Amounts  claimed  payable  to former  affiliates  (primarily  Southmark  and the
Corporate General Partner), totalled $5,651,854,  including accrued interest, at
December 31, 1994. In July 1991 Southmark  filed suit  demanding  payment of the
alleged  advances.  In 1991, the Partnership  challenged the validity of some of
these payables through claims filed against the Southmark  bankruptcy estate. In
1994,  the suits were  settled  whereby  the  Partnership  was  released  of all
liabilities to Southmark.  In 1995, the Corporate  General  Partner  forgave all
remaining  amounts  owed  by  the  Partnership,  resulting  in a  gain  on  debt
forgiveness of $5,651,854 for the year ended December 31, 1995.

2.   Management Fees and Affiliate Transitions

A related  company of the minority  interest holder manages the nursing home and
retirement  center for a fee of 5% of gross operating  revenues.  Fees totalling
$414,401,  $358,667 and  $331,034  were paid to the  management  company for the
years ended  December 31, 1997,  1996 and 1995,  respectively.  In addition,  an
affiliate of the Corporate General Partner was paid an oversight  management fee
of 1% of gross operating revenue totalling $83,127, $55,712 and $89,865 in 1997,
1996 and 1995, respectively.

During 1997,  1996 and 1995, the affiliate of the Corporate  General Partner was
reimbursed  for  costs  incurred  in  connection  with  the   administration  of
Partnership   activities  in  the  amount  of  $72,813,   $44,364  and  $41,005,
respectively. These expenses are included in Partnership administration costs on
the accompanying Consolidated Statement of Operations.

Accrued  management  fees consist of amounts  payable to  affiliates  and former
affiliates and an unrelated management company and resulted from management fees
incurred prior to 1992.  During 1996,  these amounts were reduced by amounts due
from an affiliate of the Corporate  General  Partner.  In 1997,  the amounts due
from the affiliate of the Corporate General Partner were recovered.

Amounts due from related party at December 31, 1997 include cash held in
accounts controlled by the General Partner of the Partnership.

3. Long-Term Debt Obligations

Long-term debt obligations consisted of:

                                                     1997          1996
                                                 ------------   -----------
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              $1,563,214    $1,595,057
installments    of   principal   and
interest of $12,050,  due January 1,
2020

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               2,636,920     2,677,750
monthly  installments  of  principal
and   interest   of   $20,023,   due
March 1, 2021
                                                 ------------   -----------

                                                   4,200,134     4,272,807

Less current maturities                               75,836        67,222
                                                 ------------   -----------

                                                  $4,124,298    $4,205,585
                                                 ============   ===========


<PAGE>
Future  maturities  of long-term  debt  obligations  at December 31, 1997 are as
follows:

                                                                      Amount
                                                                  ------------

      1998                                                         $   75,836
      1999                                                             81,723
      2000                                                             88,067
      2001                                                             94,904
      2002                                                            102,363
      Thereafter                                                    3,757,241
                                                                  ------------

                                                                   $4,200,134
                                                                  ============

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.  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, 1997.

4. 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  $200,100,  $150,000  and $150,000 to the
Limited  Partners  for the  years  ended  December  31,  1997,  1996  and  1995,
respectively.  Cumulative  distributions  paid  to the  Limited  Partners  as of
December 31, 1997 are $2,938,203. No distributions have been made to the General
Partners.

5.    Loss on Write-Down of Properties

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 Corporate General Partner.





<PAGE>
The balance of these  write-downs  and the  carrying  values of the property and
equipment were as follows as of December 31, 1997.

                                                        Write Down     Carrying
                                                                         Value

      Mayfair Village Nursing Care Center               $1,441,848    $1,280,408
      Mayfair Retirement Center                            440,602     2,296,642
                                                        ----------    ----------
                                                        $1,882,450    $3,577,050

6.  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,  1997  and  1996,   estimated   third-party  payor  settlement
receivables were $472,017 and $25,624, respectively.

Medicaid and Medicare programs  accounted for approximately  61%, 58% and 56% of
operating revenue during 1997, 1996 and 1995, respectively.

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

                                                    1997           1996
                                                -------------  -------------

Ohio Medicaid Program                             $126,617        $211,901
Medicare                                           133,864         153,113

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 to 90 days on an interim basis
with final settlement occurring annually.

7.  Concentrations of Credit Risk

At December  31,  1997,  the  Partnership  had cash on deposit at one bank which
exceeded the Federal  Deposit  Insurance  Corporation  limit in the aggregate by
$796,537.





<PAGE>
                                    SCHEDULE




<PAGE>


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

                 Schedule II - Valuation and Qualifying Accounts  
                   Years Ended December 31, 1997, 1996 and 1995


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

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

1996
Allowance for
  doubtful          $73,218          $   -        $(19,664)         $53,554
  accounts
                    =======         =======       =========         =======

1995
Allowance for
  doubtful          $43,636         $29,582       $      -          $73,218
  accounts
                    =======         =======       =========         =======





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





<PAGE>
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, 1997, the
General  Partners  of  the  Partnership  were  WelCare  Consolidated   Resources
Corporation of America, Inc. ("WCRCA"),  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 and WCRCA,  who
control the affairs of the Partnership, are as follows:


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

J. Stephen Eaton      47    J.  Stephen  Eaton  is  also  Chairman  of the Board
President, Chief            and   the   founder   of    Centennial    HealthCare
Executive Officer           Corporation  and  has  served as its  President  and
and Sole Director           Chief  Executive  Officer  since  its  inception  in
                            February  1989.  Mr. Eaton has been  involved in the
                            long-term  care industry  since 1982. Mr. Eaton also
                            serves as a director  of Saint  Joseph's  Mercy Care
                            Corporation,   a  non-profit  corporation  based  in
                            Atlanta,   Georgia  which  provides   mobile  health
                            services  to  the  homeless  and  other  underserved
                            populations,  and of Saint Joseph's Health System, a
                            major  tertiary  care  hospital and health system in
                            Atlanta, Georgia.

Alan C. Dahl          37    Alan  C.  Dahl   has   served  as   Executive   Vice
Vice President              President,  Chief  Financial  Officer,  and Director
Chief Financial             of   Centennial    HealthCare    Corporation   since
Officer and                 January   1996.  From   February  1991  to  December
Treasurer                   1995,  he  served  as  senior  vice  president.  Mr.
                            Dahl  has been  involved in  healthcare  finance for
                            the  past  eleven  years.  Mr.  Dahl was  previously
                            senior   vice    president   of   Southmark   Public
                            Syndications,  Inc.,   a   subsidiary  of  Southmark
                            Corporation.   Mr.   Dahl,   a   certified    public
                            accountant,  also worked  in  the tax  department at
                            Arthur Young & Company.

ITEM 11.    EXECUTIVE COMPENSATION

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

The General Partners are not compensated  directly for their services as general
partners  of  the  Partnership.  See  Item  13 and  Note  2 to the  consolidated
financial  statements appearing in Item 8 for further discussion of compensation
paid to affiliates of the General Partners.




<PAGE>
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%.

    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 4).


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 1997:

   Oversight management and management fees                            $83,127
   Administration of partnership activities (1)                        $72,813

(1)  For  reimbursement  of expenses  incurred by  affiliates  of the  Corporate
     General Partner in performing  administrative  services  including investor
     relations  and  accounting.  See  Note 2 to the  accompanying  consolidated
     financial statements appearing in Item 8.




<PAGE>
                                  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, 1997 and 1996

      Consolidated  Statements  of Income - for the Years Ended  December  31,
        1997, 1996 and 1995

      Consolidated  Statements  of  Partners'  Equity  (Deficit) - for the Years
        Ended December 31, 1997, 1996 and 1995

      Consolidated  Statements of Cash Flows - for the Years Ended  December 31,
        1997, 1996 and 1995

      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, 1997, 1996 and 1995

      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.

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

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

         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 II    N/A
                      incorporated  by reference to Proxy  Statement
                      filed on November 19, 1991, File No. 0-13415.

          21          Subsidiaries                                       E

          27          Financial Data Schedules                           E

                      E -  Submitted  electronically  as a separate  document
                           herewith the Registrant's Form 10-K405

(b) Reports on Form 8-K:

    1.  None


<PAGE>
                                  EXHIBIT 21

                                 SUBSIDIARIES


Consolidated Resources HealthCare Fund II - Mayfair Village, Ltd.
Consolidated Resources HealthCare Fund II - Mayfair Nursing Care Center, Ltd.


<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

                                     By:   /s/ J. STEPHEN EATON
Date:  JUNE 11, 1998                       J. Stephen Eaton,
                                           President

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:


                                     By:   /s/ J. STEPHEN EATON
Date:  JUNE 11, 1998                       J. Stephen Eaton,
                                           Sole Director and Principal
                                           Executive Officer of the
                                           Managing General Partner


                                     By:   /s/ ALAN C. DAHL
Date:  JUNE 11, 1998                       Alan C. Dahl
                                           Chief Financial Officer
                                           of the Managing
                                           General Partner