U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-KSB

(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: 0-21604

          Common Goal Health Care Pension and Income Fund L.P. II
     (Exact name of small business issuer as specified in its charter)
           Delaware                                36-3644837
 (State or other Jurisdiction of                 (I.R.S. Employer
  incorporation or organization)               Identification Number)


                               215 Main Street
                            Penn Yan, New York 14527

         (Address of principal executive offices) (Zip Code)
                                 (315)536-5985
                           (Issuer's telephone number)

Securities registered under Section 12(b) of the Exchange Act: None

Securities registered under Section 12(g) of the Exchange Act: Units of Limited
 Partnership Interest

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. No as to (1); YES as
to (2)

Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B contained in this Form, and no disclosure will be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements, incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB. [X]

Issuer's revenues for the fiscal year ended December 31, 1999 were $242,630.

The aggregate original sales price of the units of Limited Partnership Interest
held by non-affiliates of the Registrant as of March 31, 2000 was $5,221,160
(490 investors). As of March 31, 2000, there was no market for these Units and
no market is expected to develop. The aggregate sales price is accordingly not
necessarily indicative of the price at which these Units would trade.

                DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Prospectus of the Registrant dated January 12, 1990, and filed
pursuant to Rule 424(b) and Rule 424(c) under the Securities Act of 1933, as
amended, are incorporated by reference into Part III of this Annual Report on
Form 10-KSB.


<PAGE>



                                     PART I

Item 1.    Description of Business.

      General.
      -------

      Common Goal Health Care Pension and Income Fund L.P. II (the
"Partnership") was organized on May 9, 1989 as a limited partnership under the
Delaware Revised Uniform Limited Partnership Act. The Partnership's general
partners are Common Goal Capital Group, Inc. II ("Common Goal II" or the
"Managing General Partner") and Common Goal Limited Partnership II (the
"Associate General Partner") (collectively, the "General Partners"). With
limited exceptions, Common Goal II has exclusive control over the business of
the Partnership, including the right to manage the Partnership's assets. The
Partnership commenced operations on July 2, 1990 after having accepted
subscriptions for more than the requisite number of 117,650 units of limited
partnership interest (the "Units") in a public offering registered with the
Securities and Exchange Commission (the "Public Offering"). The Partnership
raised a total of $5,221,160 in its Public Offering.

      The Partnership's primary business was to invest in or make mortgage loans
which were secured by junior mortgages or deeds of trust (and may, in the future
include first mortgages or deeds of trust, but not wrap-around or other liens
which are more junior than second positions) on fee or leasehold interests in
health care-related real estate, including properties owned or acquired by
affiliated borrowers, or other collateral, including interests in borrowers
satisfactory to the Managing General Partner (the "Mortgage Loans"). The
Partnership also made a Mortgage Loan through a joint venture with Common Goal
Health Care Participating Mortgage Fund L.P. ("Common Goal I"), an affiliated,
publicly-offered limited partnership with investment objectives that are
substantially identical to those of the Partnership. (See "Existing Mortgage
Loans - Joint Venture Loan," below.) The facilities underlying the Partnership's
loans to certain affiliated borrowers (See "Existing Mortgage Loans - St.
Catherine's Loans" below) were leased to an unaffiliated third party in November
1998 (the "Lessee"). The Lessee continues to lease the facilities. The Lessee
did not assume the St. Catherine's Loans.

      The  Partnership's  objectives in making its Mortgage  Loans were:  (i) to
preserve and protect the Partnership's capital; (ii) to provide quarterly
distributions from investment income; and (iii) to provide for potential
long-term appreciation of its Mortgage Loan investments, principally through
participations payable at maturity of the Mortgage Loan or upon the sale or
refinancing of the underlying property (the "Participations"). It is not an
objective of the Partnership to provide tax-sheltered income.

      The  Partnership  is  conducting  and  intends to  continue to conduct its
operations so that it will not become subject to regulation under the Investment
Company Act of 1940. Generally, the term "investment company" might include the
Partnership if, after a one-year period, the Partnership, among other things,
were to be engaged primarily, or were to hold itself out as being engaged
primarily, or were to propose to engage primarily, in the business of investing,
reinvesting or trading in securities, or if it were to have more than 40% of its
total assets, excluding cash and government securities, invested in "investment
securities" as that term is defined in the Investment Company Act of 1940. The
Partnership does not currently meet this test.

      The Partnership  made Mortgage Loans on fee interests (or other beneficial
interest essentially equivalent to a mortgage on real property). All real estate
underlying existing Mortgage Loans is used in the health care industry,
particularly real estate used as nursing home and intermediate care facilities.

      The  Partnership  treats its Mortgage  Loans as mortgage loans for federal
income tax purposes. See "Item 7. Financial Statements." The Partnership is not
subject to federal income taxes as the liability for such taxes is that of the
partners rather than the Partnership. For further information concerning the
Partnership's present investments in Mortgage Loans, see "Existing Mortgage
Loans" below.

      The Managing  General  Partner  will  attempt to resolve any  conflicts of
interest between the Partnership and others by exercising the good faith
required of fiduciaries. The Partnership does not intend to make additional
Mortgage Loans after the St. Catherine's Loans mature on April 30, 2000 (Second
Mortgage Loans) and August 31, 2000. Accordingly, the Managing General Partner
believes that generally it will be able to resolve conflicts, if any, on an
equitable basis. The foregoing provisions are not intended to relieve the
General Partners of their fiduciary obligations to the Partnership.

      The Partnership expects to commence an orderly liquidation when all of its
outstanding Mortgage Loans have been repaid. Such liquidation is expected to
commence in the first quarter of 2001. Funds held pending distribution, may be
invested by the Partnership, at the direction of the Managing General Partner,
in United States government securities, certificates of deposit of United States
banks with a net worth of at least $20,000,000, repurchase agreements covering
the securities of the United States government or governmental agencies,
bankers' acceptances, commercial paper rated A-1, Prime-1 or better by Standard
and Poor's Corporation or Moody's Investors Service, Inc., respectively, money
market funds having assets in excess of $100,000,000, interest-bearing time
deposits in banks and thrift institutions or any combination of these
investments.

Existing Mortgage Loans.
-----------------------

      The   St.   Catherine's   Loans.   The   principal   balances
outstanding  for mortgage loan  receivables as of December 31, 1999
were as follows:

                                     Second Mortgage    Third Mortgage
                                           Loans           Loans
                                     ----------------   ---------------

     Joint Venture Loan (1)               $50,590      $     --
     St. Catherine's of Tiffin             51,500         $51,281
     St. Catherine's of Bloomville         36,000         173,425
     St. Catherine's of Fostoria          102,000         113,550
     St. Catherine's of Findlay           142,500         126,379
     St. Catherine's of
     Washington Court House                68,000         385,365
                                         --------        --------
           Subtotal                      $450,590        $850,000
                                         --------        --------

                Total                                  $1,300,590
                                                       ==========




(1)   The loan principal was paid in full on February 14, 2000 and final payment
      of Additional Interest is expected to be made on May 5, 2000. Pending such
      final  payment,  the Joint  Venture  Loan will bear  interest at a rate of
      10.5% per annum.

      In November 1998, the St. Catherine's  facilities were leased
to the Lessee. The Lessee did not assume the St. Catherine's Loans. The Lessee
is current in its payments of the leases.

      Joint Venture Loan. The Partnership  also made a mortgage loan (the "Joint
Venture Loan") in August 1990 through a joint venture (the "Joint Venture") with
Common Goal Participating Mortgage Fund L.P. ("Common Goal I"), an affiliated,
publicly-offered limited partnership with investment objectives that are
substantially identical to those of the Partnership.

      The Joint Venture,  CGI-CGII Honeybrook General  Partnership,
a Maryland general partnership (the "Lender"), entered into an Amended and
Restated Loan Agreement (the "Loan Agreement") with Honey Brook Medical
Investors, Ltd. ("Medical"), Honey Brook Retirement Investors, Ltd.
("Retirement"), Forest L. Preston ("Preston"), Fred L. Lester ("Lester") and
Charles E. Jabaley ("Jabaley") (collectively, the "Borrowers"). Medical holds
title to property referred to as Hickory House Nursing Home located in Honey
Brook, Pennsylvania ("Hickory House"). Retirement holds title to the property
referred to as Heatherwood Retirement Center also located in Honey Brook,
Pennsylvania ("Heatherwood").

      The  Loan  Agreement  provided  for a loan  in  the  principal  amount of
$3,430,113.95. The Partnership subsequently funded $95,600 in 1991, which
decreased the Common Goal I portion of the Joint Venture Loan to $3,334,514. The
loan was originally collateralized by an absolute assignment of all of the
general and limited partnership interests in Medical and Retirement, a Junior
Mortgage on Hickory House, and the guaranty of Preston, Lester, Jabaley and Life
Care. The Loan Agreement provided for Basic Interest of 13.7% per annum payable
monthly in advance at 12% per annum with 1.7% deferred and paid annually and
Additional Interest consisting of two components (participation in gross
revenues and participation in appreciation).

      On December 3, 1993,  Lender and Borrowers  executed a First  Amendment to
the Amended and Restated Loan Agreement (the "First Amendment") pursuant to
which the description of the Collateral was amended to eliminate the Mortgage
and the calculation of Additional Interest was amended to provide that the fair
market value of the Hickory House portion of the Collateral was deemed to be
$6,400,000. Thus, while the Mortgage on Hickory House was released and a fair
market value was attributed to that property (for purpose of subsequent
calculation Additional Interest), Lender continued to be entitled to participate
in gross revenues and appreciation in Heatherwood and Hickory House. At December
31, 1999 and 1998, the Joint Venture Loan had an outstanding balance of
$1,618,254, with Common Goal I's portion being approximately $1,567,664 and the
Partnership's portion being approximately $50,590.

      In January,  2000, Borrower requested an extension of the maturity date to
March 31, 2000. Lender agreed, provided that Borrowers paid down the principal
balance of the loan by $500,000.00, which amount was paid in February 2000. This
amount was used to retire the $50,590 remaining of the Partnership's principal
with the balance reducing Common Goal I's principal. On or about April 11, 2000,
the Lender and the Borrowers agreed that $235,000 of Additional Interest was due
of which the Partnership's share was $7,355, of which $200,000 (including the
$7,355 due the Partnership). will be paid on May 5, 2000. The Joint Venture Loan
will bear interest at a rate of 10.5% per annum commencing April 1, 2000. The
remaining principal and the balance of Additional Interest due to Common Goal I
are expected to be paid on or about January 1, 2001.

      At December  31,  1999,  the loan was current as to regular  interest  and
annual gross revenue interest.

      St.  Catherine's  Loans.  The  Partnership  made and funded three mortgage
loans to affiliated entities (the "St. Catherine's Loans"). The Partnership's
affiliation with these entities is a result of the President and Chief Executive
Officer of the Managing General Partner also serving as the President of the
entities receiving the loans. As a result of the refinancing of the senior debt
secured by the St. Catherine's, Court House and Findlay facilities, the
Partnership's mortgage loans for these same facilities were refinanced on April
13, 1995 and the outstanding principal and Additional Interest were subsequently
paid off. The refinancing of the senior debt did not provide sufficient proceeds
to allow payment in cash of the participations owing under the St. Catherine's,
Court House and Findlay Loans (the "SC Participations") in the total amount of
$849,500. The St. Catherine's borrowers paid the SC Participations through (i)
the issuance of notes in the total amount of $400,000 bearing an interest rate
of 11.00% per annum (a) maturing on the earlier of the sale or refinancing of
the Tiffin, Bloomville, Fostoria, Washington Court House and Findlay Facilities
(the "SC Facilities") or the maturity of the refinanced senior debt (August,
2000) and (b) cross-collateralized by second mortgage liens on the SC
Facilities; and (ii) the issuance of a contingent payment obligation by St.
Catherine's of Seneca, Inc. in the amount of $202,500 and a contingent payment
obligation by St. Catherine's Care Centers of Fostoria, Inc. in the amount of
$238,000 (collectively, the "CPOs").

      The  CPOs  bear  interest  at an  annual  rate  of  11.00%,  which  is due
quarterly, and mature on the earlier of the sale or refinancing of the SC
Facilities or the maturity of the senior debt with South Trust (August, 2000).
The CPOs provide that interest is payable on a current basis provided that the
debt service coverage ratios on each of the SC Facilities is 1.2 to 1.0. In the
event these debt service coverage ratios are not maintained, the interest shall
accrue until the debt service coverage ratio is at least 1.2 to 1.0 or maturity.
The CPOs further provide that principal is payable only to the extent that upon
a resale or refinancing of the SC Facilities, there are sufficient proceeds to
repay the senior debt and the amounts owing under the CPOs. The CPOs were
assumed by an affiliated entity, Will Care of Ohio, Inc., and are secured, to
the extent they become payable and are not paid, by a pledge of 30 shares of St.
Catherine's of Seneca, Inc. common stock.

      In accordance  with FASB  Statement of Standards No. 66,  "Accounting  for
Sales of Real Estate", the $840,500 participation cannot be recognized as income
at this time. The Partnership has recorded $400,000 of the participation amount,
related to the mortgage loan receivable, as Deferred Revenue, and the interest
thereon will be recognized as it is earned. Due to the contingent nature of the
$440,500 in participation income due to the Partnership related to the CPO'S,
such amount has not been recorded as an asset of the Partnership and the
participation income and interest earned on the CPO's will be recognized only
when received.

      On March 13, 1997,  the  Managing  General  Partner  approved
loans of $425,000 to St. Catherine's Care Center of Tiffin, Inc., St.
Catherine's Care Center of Bloomville, Inc., St. Catherine's Care Center of
Washington Court House, Inc., St. Catherine's Care Center of Fostoria, Inc. and
St. Catherine's Care Center of Findlay, Inc., (collectively, "St. Catherine's
Care Centers") affiliates of the Managing General Partner, and to be secured by
third mortgages on the real properties owned by each of the foregoing, said
mortgages being subordinated to senior indebtedness in the amount of $10,650,000
held by South Trust Bank of Alabama, N.A. and indebtedness of the Partnership in
the amount of $400,000. The loans bear interest at the rate of 13% per annum and
will mature August 31, 2000. The Partnership funded $425,000 of these loans on
April 10, 1997. On November 3, 1997 the Managing General Partner approved an
increase of an additional $425,000 in the loans to the St. Catherine's Care
Centers. As of December 31, 1999 the loan balance was $850,000. Notwithstanding
approval of the increase in the loans in November 1997, the St. Catherine's
borrowers suspended payments of interest during the fourth quarter of 1997.
Payments recommenced in February, 1998 at the default rate of 16% per annum. As
of March 31, 2000, the St. Catherine's borrowers were approximately $41,924
behind in interest payments.

      The following  charts provide certain summary  information with respect to
the Partnership's Mortgage Loans.

Common Goal II Second Mortgage Loans

<TABLE>


                                                                                                             St.
                   Joint                  St.             St.               St.             St.        Catherine's of
                  Venture             Catherine's      Catherine's      Catherine's     Catherine's       Washington
                   Loan(1)             of Tiffin      of Bloomville     of Fostoria     of Findlay        Court House
                ---------------     --------------   ---------------  ---------------  --------------  ------------------
<S>                <C>                 <C>            <C>              <C>              <C>             <C>

Date of Loan        1990                 1995             1995             1995            1995            1995


Type of Loan        Collateral          Second          Second            Second          Second           Second
                    Assignment          Mortgage        Mortgage          Mortgage        Mortgage         Mortgage
                    of Interest         on one          on one            on one          on two           on one
                    in one facility(2)  facility        facility          facility        facilities       facility

Current Principal
Amount
Outstanding
as of Dec. 31,
1999                $50,590             $51,500          $36,000          $102,000        $142,500         $68,000

Interest Rate        13.70%(3)           11.00%(4)        11.00%(4)         11.00%(4)       11.00%(4)       11.00%(4)

Maturity            January 1,          April 30,        April 30,        April 30,        April 30,       April 30,
                      2000(1)           2000(5)          2000(5)          2000(5)          2000(5)         2000(5)

Property Type       100-bed skilled     44-bed nursing   30-bed nursing   102-bed nursing  40-bed and 60   50-bed nursing
/Location           care and            home in          home in          home in          bed nursing     home in
of Property         intermediate care   Tiffin, OH       Bloomville, OH   Fostoria, OH     home in         Washington
Securing            facility in                                                                            Court House, OH
Loan                Honeybrook, PA(2)

Origination
Fee Paid to
an Affiliate
(Paid by
Borrower)           $101,900(1)          None             None              None            None            None

Relationship to
Partnership         Non-Affiliate        Affiliate        Affiliate         Affiliate       Affiliate       Affiliate


----------------------
</TABLE>

(1)   Pursuant to the terms of the Joint  Venture,  the  Partnership  originally
      contributed  $95,600 to the Joint Venture in connection with a loan in the
      original principal amount of $3,430,114. The remaining portion of the note
      was funded by Common  Goal Health Care  Participating  Mortgage  Fund L.P.
      ("CGI").  The  balance  of the  Joint  Venture  Loan  attributable  to the
      Partnership  as of December 31, 1999 was $50,590,  which amount was repaid
      in full on February 14,  2000.  Additional  Interest on the Joint  Venture
      Loan  attributable to the Partnership will be paid on May 5, 2000, and the
      Partnership   thereafter   will  release  its  claim  on  the   Borrowers'
      collateral.

(2)   The Joint Venture Loan is also secured by collateral  assignments  of 100%
      of the general partners' and limited partners'  interest in each Borrower.
      The security  interest was taken in the Borrowers  insofar as a retirement
      and  assisted  care  facility  owned by the  Borrowers is subject to a HUD
      regulatory agreement which prohibits junior encumbrances on the facility.

(3)   In addition  to Basic  Interest of 13.7%,  this loan  required  payment of
      additional  interest at a rate of 1.95% of the increase in gross  revenues
      from the  collateral  securing the Joint  Venture loan over the sum of per
      annum  payable in full within 45 days after the end of such  fiscal  year.
      The loan also  requires  additional  interest in an amount equal to 30% of
      the  first  $1,000,000  of  increase  in  the  fair  market  value  of the
      collateral  securing  the Joint  Venture Loan over its  aggregate  secured
      indebtedness  and 17% of the  balance  of any  such  increase  in the fair
      market value of such facilities in excess of $1,000,000 over the aggregate
      secured  indebtedness.  Effective as of April 1, 2000,  the interest  rate
      will be 10.5% per annum.

(4)   Interest on the St. Catherine's  Mortgage Loans is at a rate of 11.00% per
      annum,  calculated on a 365-day year for the actual number of days lapsed,
      and paid quarterly.

(5)   The  Partnership  and the Borrowers are  discussing  refinancing  of these
      loans, but have not reached and agreement.

Common Goal II Third Mortgage Loans

                                                                       St.
                                                                   Catherine's
               St.             St.          St.          St.           of
           Catherine's     Catherine's   Catherine's  Catherine's  Washington
               of             of            of           of           Court
            Tiffin         Bloomville    Fostoria      Findlay        House
           -----------    ------------  ------------  -----------  ------------
Date of
Loan         1997            1997          1997         1997          1997


Type of      Third        Third           Third        Third        Third
Loan         Mortgage     Mortgage        Mortgage     Mortgage     Mortgage
             on one       on one          on one       on two       on one
             facility     facility        facility     facilities   facility

Current
Principal
Amount
Outstanding
as of
Dec. 31,
1999         $51,281      $173,425        $113,550      $126,379    $385,365

Interest     13.00%(1)    13.00%(1)       13.00%(1)     13.00%(1)   13.00%(1)
Rate
Maturity     August 2000  August 2000     August 2000   August 2000 August 2000

Property     44-bed       30-bed         102-bed        40-bed      50-bed
Type         nursing      nursing        nursing        and         nursing
/Location    home in      home in        home in        60-bed      home in
of           Tiffin,      Bloomville,    Fostoria,      nursing     Washington
Property     OH           OH             OH             home in     Court
Securing                                                Findlay,    House, OH
Loan                                                    OH


Origination
Fee Paid
to an
Affiliate
(Paid by
Borrower)    None         None           None           None        None

Relationship
to
Partnership  Affiliate    Affiliate     Affiliate       Affiliate   Affiliate

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

(1)   Interest on the St. Catherine's  Mortgage Loans is at a rate of 13.00% per
      annum,  calculated on a 365-day year for the actual number of days lapsed,
      and paid quarterly.

Partnership Allocation of Income and Loss and Distribution.
-----------------------------------------------------------

      Net  Income  and  Net  Loss.   Net  income   (except  with  respect  to  a
"Disposition," which includes any Partnership transaction not in the ordinary
course of its business, including, without limitation, collections of principal
payments, equity participation payments, prepayments, prepayment penalties,
sales, exchanges, foreclosures or other dispositions of Mortgage Loans held by
the Partnership, recoveries of damage awards and insurance proceeds (other than
the receipt of subscriptions for Units, all forms of interest payments when due
on Mortgage Loans or business or rental interruption insurance proceeds)) and
net loss of the Partnership is allocated 97.5% to Limited Partners and 2.5% to
the General Partners. Net income arising from a Disposition is allocated 97.5%
to Limited Partners and 2.5% to the General Partners to the extent of any
negative balances in the capital accounts of the Limited Partners, and then 100%
to Limited Partners in an amount necessary to bring the Limited Partners'
capital accounts up to an amount equal to their Original Contributions, which
means the amount of $10.00 for each Unit less the return of any amount of
uninvested funds returned, as defined in the prospectus, plus the 11.5%
preferred cumulative return thereon (less previous distributions to the Limited
Partners in payment of such amounts). The remainder of such net income is
allocated 85% to the Limited Partners and 15% to the General Partners.

      Distributions of Cash From Operations. Distributions of Adjusted Cash From
Operations, defined as all receipts of interest payments on Mortgage Loans less
cash receipts used to pay operating expenses and to repurchase any Units (Cash
Flow) less any amount set aside for the restoration or creation of working
capital reserves, are distributed 97.5% to the Limited Partners and 2.5% to the
General Partners, and are apportioned quarterly among Limited Partners of record
as of the record date declared within 30 days after the end of each quarter and
will be paid quarterly. No distributions of Adjusted Cash From Operations with
respect to any calendar year are made to the General Partners until the
following occurs:

           First,  distributions  to the Limited Partners equal to the 9% annual
           cumulative  return  on  their  Adjusted  Contributions,   defined  as
           Original  Contributions  attributable to a Unit, reduced by the total
           of cash  distributed  from  Disposition  Proceeds  and  from  working
           capital reserves,  for such year (plus any amounts accrued from prior
           years) have been made to the Limited Partners; and

           Second,  payment of all previously  subordinated  management fees, if
any, have been made.

      Thereafter,  all previously  subordinated  amounts  payable to the General
Partners with respect to their 2.5% interest are paid in full to the extent
funds are available, and if not available, are deferred and paid out of
Disposition Proceeds, defined as receipts from Dispositions net of related
expenses, amounts necessary for the payment of debts and obligations of the
Partnership and any amount set aside for working capital reserves. The
Partnership has been making distributions to the Limited Partners in equal to a
7.25% return on Adjusted Contributions since 1996.

      Distributions  of Disposition  Proceeds.  The Managing General Partner has
the right to reinvest or distribute all Disposition Proceeds received through
the second anniversary of the final closing date and may reinvest disposition
proceeds as necessary thereafter to avoid classification as an investment
company under the Investment Company Act of 1940. Non - liquidating
distributions of Disposition Proceeds are distributed in the following order of
priority, except as otherwise required by law:

           First,  100% to the Limited  Partners until the Limited Partners have
           received  an  amount  which,  when  added to prior  distributions  of
           Disposition  Proceeds and cash from  reserves  attributable  thereto,
           equals the Original Contributions of the Limited Partners;

           Second,  100% to the Limited  Partners until each Limited Partner has
           received an amount which,  when added to all prior  distributions  to
           Limited Partners from all sources  (including prior  distributions in
           satisfaction  of  a  9%  annual   cumulative   return  but  excluding
           distributions   pursuant  to  above),  equals  the  11.5%  per  annum
           preferred   cumulative   return  on  their  Adjusted   Contributions,
           (calculated from the first day of the calendar quarter succeeding the
           quarter in which Capital Contributions are received);

           Third, 100% to the General Partners until they have been paid 100% of
           the subordinated  portion, if any, of (a) the management fee, if any,
           and then (b) their 2.5%  interest in Adjusted  Cash From  Operations;
           and Fourth, the remainder, 85% to the Limited Partners and 15% to the
           General Partners.


<PAGE>




Dissolution.
-----------

      Since it is the intention of the Managing General Partner to liquidate the
Partnership's assets between the tenth and fifteenth years after the final
closing date (the "Final Closing Date"), the Managing General Partner will adopt
the following procedures to provide for an orderly liquidation: the Managing
General Partner intends to confine the Partnership's investment activities to
Mortgage Loans with terms ending prior to the end of the tenth anniversary of
the Final Closing Date and will try to sell any property the Partnership has
acquired by foreclosure or otherwise in an orderly fashion. Any such sales to
affiliates of the Partnership or the General Partners ("Affiliates") would
require the approval of a majority of the independent members of the Board of
Directors of the Managing General Partner. To the extent that any Mortgage Loans
will not mature by their terms prior to the end of such tenth anniversary, it
may become necessary to sell such investments. It can be reasonably anticipated
that the Partnership may be required to sell such investments for less than
their outstanding principal balances as of the date of sale. The Partnership
intends to reinvest loan proceeds received only as and if necessary to avoid
classification as an investment company under the Investment Company Act of
1940. See "Item 6. Management's Discussion and Analysis or Plan of Operation"
regarding possible reinvestment of mortgage loan proceeds.

      Proceeds  from the  liquidation  will be applied  and  distributed  in the
following order:

           First,  to the payment of creditors of the  Partnership but excluding
           secured  creditors  whose  obligations  will be assumed or  otherwise
           transferred on the liquidation of Partnership assets; and

           Second,  after  allowance  for the  expenses of  liquidation  and the
           setting  up of any  reserves  for  contingencies  which the  Managing
           General  Partner  considers  necessary,  to the General  Partners and
           Limited  Partners in  proportion to and to the extent of the positive
           balances in their capital accounts,  after net income or loss arising
           from  a  Disposition  has  been  allocated,  with  any  excess  being
           distributed   in   accordance   with  the  order  of   priority   for
           non-liquidating distributions.

      Notwithstanding anything to the contrary, the Managing General Partner has
the right to defer liquidation if, in the opinion of the Managing General
Partner, the sale of Partnership assets in liquidation would result in a
material under realization on the Partnership's assets.

Item 2.    Description of Property.

      The Partnership did not own any real property as of December 31, 1999.

Item 3.    Legal Proceedings.

      The Partnership is not a party to any material legal proceedings.

Item 4.    Submission of Matters to a Vote of Security Holders.

      No matters were  submitted to a vote of security  holders  during the last
quarter of 1999.

                                     PART II

Item 5.    Market for Units of  Limited  Partnership  Interest  and
           Related Security Holder Matters.

      The units of limited  partnership  interest  (the "Units") are not readily
transferable. There is no public market for the Units and it is not currently
expected that any will develop. There are restrictions upon the transferability
of Units, including the requirement that the General Partners consent to any
transferee becoming a substituted Unit holder (which consent may be granted or
withheld at the sole discretion of the General Partners). In addition,
restrictions on transfer may be imposed under state securities laws.

      The  Revenue  Act of 1987  contains  provisions  which may have an adverse
impact on investors in certain "publicly traded partnerships." If the
Partnership were to be classified as a "publicly traded partnership," income
attributable to the Units would be characterized as portfolio income and the
gross income attributable to Units acquired by tax-exempt entities after
December 17, 1987 would be unrelated business income, with the result that the
Units could be less marketable. The General Partners will, if necessary, take
appropriate steps to ensure that the Partnership will not be deemed a "publicly
traded partnership."

      At March 31, 2000,  522,116 Units were  outstanding,  and were held by 490
holders of record.

      The Partnership made distributions to Limited Partners of $367,513 ($4,169
as a distribution of principal) or $.70 per Unit during 1999, and $1,205,991
($991,377 as a distribution of principal) or $2.31 per Unit during 1998.

Item 6.    Management's   Discussion   and   Analysis  or  Plan  of
           Operation.

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

      Common  Goal  Health  Care  Pension  and Income  Fund L.P.  II, a Delaware
limited partnership (the "Partnership"), was formed to make mortgage loans
secured by a mix of first and junior liens on health care-related properties.
The Partnership commenced its offering of Units to the public on January 12,
1990, authorized to sell up to 1,000,000 Units at $10.00 per Unit. Total gross
offering proceeds raised were $5,221,160. The Partnership commenced operations
on July 2, 1990. As of December 31, 1999, all available Net Offering Proceeds
have been invested in Mortgage Loans and/or short-term investments in accordance
with Partnership guidelines. The Partnership does not intend to make additional
Mortgage Loans.

      As  of  December  31,  1999,  the   Partnership  had  six  Mortgage  Loans
outstanding directly or through a joint venture, including five Mortgage Loans
to various St. Catherine's Facilities.

      The  Mortgage  Loans pay Basic  Interest  which is payable at higher rates
than are being earned on temporary investments and provide for payments of
Additional Interest and Participations. The interest derived from the Mortgage
Loans and repayments of Mortgage Loans contribute to the Partnership's
liquidity. These funds are used to make cash distributions to the Limited
Partners, to pay normal operating expenses as they arise and, in the case of
repayment proceeds, may, subject to certain exceptions, be used to make
additional Mortgage Loans. The movement of funds from Mortgage Loans to
short-term investments has increased the Partnership's overall liquidity, but
has lowered expected interest income. The Partnership has structured its
Mortgage Loans to provide for payment of quarterly distributions to Limited
Partners from investment income.

      The Partnership  maintains working capital reserves of approximately 2% of
gross proceeds of the offering (approximately $423,207 at December 31, 1999), an
amount which is anticipated to be sufficient to satisfy liquidity requirements.
See "Item 1. Business" and the Notes to the Financial Statements for further
information regarding the Partnership's Mortgage Loans.

      On  April  13,  1995,  the  St.  Catherine's,  Court  House,  and  Findlay
facilities refinanced their senior debt and the Partnership's mortgage loans.
The outstanding principal and Additional Interest were subsequently paid off.
The refinancing of the senior debt did not provide sufficient proceeds to allow
repayment of the Participations owing under the St. Catherine's Washington Court
House and Findlay Loans (the "SC Participations") in the total amount of
$840,500. The SC Borrowers repaid the SC Participations through: (i) the
issuance of notes in the total amount of $400,000 bearing an interest rate of
11.00% per annum (a) maturing on the earlier of the sale of refinancing of the
Tiffin, Bloomville, Fostoria, Washington Court House and Findlay Facilities (the
"SC Facilities") or the maturity of the senior debt with South Trust (August,
2000) and (b) cross - collateralized by second mortgage liens on the SC
Facilities; and (ii) the issuance of a contingent payment obligation by St.
Catherine's of Seneca, Inc. in the amount of $202,500 and a contingent payment
obligation by St. Catherine's Care Centers of Fostoria, Inc. in the amount of
$238,000 (collectively, the "CPOs").

      In accordance  with FASB  Statement of Standards No. 66,  "Accounting  for
Sales of Real Estate", the $840,500 participation cannot be recognized as income
at this time. The Partnership has recorded $400,000 of the participation amount,
related to the mortgage loan receivable, as Deferred Revenue, and the interest
thereon will be recognized as it is earned. Due to the contingent nature of the
$440,500 in participation income due to the partnership related to the CPO'S,
such amount has not been recorded as an asset of the Partnership and the
participation income and interest earned on the CPO's will be recognized only
when received.

      The  Partnership's  balance of cash and cash  equivalents  at December 31,
1999 and December 31, 1998 was $423,207 and $839,759, respectively, which
consisted of operating cash and working capital reserves. The decrease in cash
and cash equivalents from December 31, 1998 to December 31, 1999 of $416,552
resulted from net income of $171,670, distributions to limited partners of
$579,527, and additional funding to St. Catherine's Care Centers of $17,655.
Dividend distributions noted as a return of capital represent those
distributions which are in excess of current year earnings. Part of the expenses
for 1995 included $116,094 paid out in mortgage placement fees authorized by the
Partnership's Partnership Agreement. The Agreement authorized payment of a 3%
mortgage placement fee to Common Goal Mortgage Company ("CGMC"), an affiliate of
the General Partners, in connection with the original placement of the
Partnership mortgage loans with the various St. Catherine's entities. CGMC
elected to defer the decision of whether to take such fees until repayment of
such loans. An aggregate of $4,248,841 of loans were funded, with their
principal amounts fully repaid in April 1995, for which CGMC was entitled to a
mortgage placement fee of up to $127,468. As consideration for immediate cash
payment, CGMC agreed to a fee of $116,094 by the Partnership at the time of such
refinancing, representing payment in full of its deferred mortgage placement
fee. The decrease in Total Assets is a direct result of net cash distributed as
a dividend to the limited partners.

      During the years ended December 31, 1999 and 1998, the  Partnership
reported net income of $171,670 and $219,235, based on total revenues of
$242,630 and $283,316 and total expenses of $70,960 and $64,081, respectively.
The Partnership's distributions to Limited Partners were $.70 per Unit in 1999
and $2.31 per Unit in 1998. The 1999 and 1998 distributions to Limited Partners
included a return of capital of $.01 and $1.90 per Unit, respectively. All
interest received on the Mortgage Loans is currently being recognized as
interest income.

      Most of the cash received as interest  payments in previous  years was not
recognized as interest income, rather it was recorded as a reduction of the
related investments. Therefore, when the Partnership received the pay offs on
the properties, the reduction of the related investment balances, caused a
greater amount of the proceeds to be recorded as income in 1995.

      Expenses  increased in 1999 by $6,879 primarily  because of an increase of
$14,876 in professional fees and a decrease of $6,860 in management fees.

      Additionally,   under  the  terms  of  the  Partnership   agreement,   the
Partnership is required to reimburse the Managing General Partner for certain
operating expenses. In an effort to maintain the yield to the Limited Partners,
the Managing General Partner did not charge the Partnership for such expenses
through December 31, 1990. In 1999 and 1998, the Managing General Partner was
reimbursed by the Partnership for $58,446 and $32,298, of these expenses,
respectively. The Managing General Partner believes that such charges have not
adversely affected the current yield to Limited Partners.

      The  Partnership's  success  and the  resultant  rate of return to Limited
Partners will be dependent upon, among other things, (a) the result of the
Refinancing and the terms of the repayment of the St. Catherine's, Court House
and Findlay Loans, (b) the ability of the Managing General Partner to identify
suitable opportunities for the Partnership to reinvest its assets and (c) the
ability of the borrowers to pay the current interest, additional interest and
principal of the Mortgage Loans.

Year 2000 Compliance

      Impact of Year 2000

      In prior periods, the Partnership discussed the nature and progress of its
plans to become Year 2000 ready. In late 1999 the Partnership completed its
remediation and testing of systems. As a result of those planning and
implementation efforts, the Partnership experienced no significant disruptions
in mission critical information technology and non-information technology
systems and believes those systems successfully responded to the Year 2000 date
change. The Partnership is not aware of any material problems resulting from
Year 2000 issues, either with its internal systems, or the products and services
of third parties. The Partnership had no expense in 1999 and does not anticipate
any additional expense resulting from Year 2000 issues. The Partnership will
continue to monitor its mission critical computer applications and those of its
suppliers and vendors throughout the year 2000 to ensure that any latent Year
2000 matters that may arise are addressed promptly.

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

                                    PART III

Item 7.    Financial Statements.


                                Table of Contents

                                                                  Page

Independent Auditors' Report......................................F - 1

Financial Statements

     Balance Sheet................................................F - 2

     Statements of Income.........................................F - 3

     Statement of Partners' Capital...............................F - 4

     Statements of Cash Flows.....................................F - 5

Notes to Financial Statements.....................................F - 6



<PAGE>









                          INDEPENDENT AUDITORS' REPORT

To the Partners
Common Goal Health Care
Pension and Income Fund L.P. II
Penn Yan, New York


We have  audited  the  accompanying  balance  sheet of Common  Goal  Health Care
Pension and Income Fund L.P. II (a limited  partnership) as of December 31, 1999
and the related statements of income,  partners' capital and cash flows for each
of the years in the two year period then ended.  These financial  statements are
the  responsibility  of the  management  of Common Goal Health Care  Pension and
Income Fund L.P. Our  responsibility is to express an opinion on these financial
statements 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 financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Common Goal Health Care Pension
and Income Fund L.P. II as of December 31, 1999 and the results of its
operations and cash flows for each of the years in the two year period then
ended in conformity with generally accepted accounting principles.

As described in Note 2 to the financial statements, Common Goal Healthcare
Pension and Income Fund L.P. II has a significant portion of its mortgage loan
receivables concentrated in properties in which it holds a third position on
such loans.

                                    Ehrhardt Keefe Steiner & Hottman PC
February 23, 2000
Denver, Colorado









                                       F-1


<PAGE>





            COMMON GOAL HEALTH CARE PENSION AND INCOME FUND L.P. II

                                  Balance Sheet

                                December 31, 1999

      Assets

Cash and cash equivalents                                        $423,207
Accrued interest receivable and other                              65,126
Due from affiliates                                                16,038
Mortgage loans receivable (Note 2)                              1,307,945
                                                                ---------

Total assets                                                   $1,812,316
                                                               ==========

      Liabilities and Partners' Capital

Due to affiliates                                                $ 50,781
Accrued distributions                                              37,986
Deferred revenue (Note 2)                                         400,000
                                                                 --------
      Total liabilities                                           488,767

Partners' capital (Note 4)
   General partners                                                49,600
   Limited partners                                             1,273,949
                                                                ---------
      Total partners' capital                                   1,323,549
                                                                ---------

                                                               $1,812,316
                                                               ==========

                 See notes to financial statements

                                       F-2


<PAGE>


      COMMON GOAL HEALTH CARE PENSION AND INCOME FUND L.P. II

                              Statements of Income

                                                      For the Years Ended
                                                         December 31,
                                                    -----------------------
                                                      1999          1998
                                                   -----------   ----------

Revenue
  Interest income                                   $242,630      $269,756
  Other income                                            -         13,560
                                                    --------      --------

                                                     242,630       283,316
Expenses
  Professional fees                                   38,095        23,219
  Fees to affiliates
    Management                                         8,951        15,811
    Mortgage servicing                                 1,126         1,126
  Other                                               22,788        23,925
                                                    --------      --------
                                                      70,960        64,081
                                                    --------      --------

Net income                                          $171,670      $219,235
                                                    ========      ========

Net income allocated to general partners            $  4,292      $  5,481
Net income allocated to limited partners             167,378       213,754
                                                    --------      --------
                                                    $171,670      $219,235
                                                    ========      ========

Basic earnings per limited partner unit             $    .32     $     .41
                                                    ========     =========

Weighted average limited partner units outstanding   522,116       522,116
                                                    ========      ========






















                        See notes to financial statements

                                       F-3


<PAGE>


             COMMON GOAL HEALTH CARE PENSION AND INCOME FUND L.P. II

                         Statement of Partners' Capital

             For the Years Ended December 31, 1999 and 1998

                                                                      Total
                                             General     Limited    Partners'
                                             Partners    Partners    Capital
                                             --------   ----------  ----------

Balance at December 31, 1997                 $ 39,827   $2,465,421  $2,505,248

Net income                                      5,481      213,754     219,235

Principal distributions to limited
partners ($1.90 per unit)                           -     (991,337)   (991,337)

Distributions to limited partners
($.41 per unit)                                     -     (213,754)   (213,754)
                                             --------   ----------  ----------

Balance at December 31, 1998                   45,308    1,474,084   1,519,392

Net income                                      4,292      167,378     171,670

Principal distributions to limited
partners ($.01 per unit)                            -       (4,169)     (4,169)

Distributions to limited partners
($.69 per unit)                                     -     (363,344)   (363,344)
                                             --------   ----------  ----------

Balance at December 31, 1999                 $ 49,600   $1,273,949  $1,323,549
                                             ========   ==========  ==========























                       See notes to financial statements

                                       F-4


<PAGE>


       COMMON GOAL HEALTH CARE PENSION AND INCOME FUND L.P. II

                            Statements of Cash Flows

                                                     For the Years Ended
                                                         December 31,
                                                   -------------------------
                                                      1999           1998
                                                   -----------   -----------
Cash flows from operating activities
  Net income                                        $171,670      $219,235
                                                    --------      --------
  Adjustments to reconcile net income to net
  cash provided by operating activities -
   Accrued interest receivable                          (783)       (2,191)
   Due to/from affiliates                              9,743        15,183
                                                    --------      --------
                                                       8,960        12,992
                                                    --------      --------
      Net cash provided by operating activities      180,630       232,227
                                                    --------      --------

Cash flows from investing activities
  Loans to affiliates                                (17,655)      (85,000)
                                                    --------      --------
      Net cash used in investing activities          (17,655)      (85,000)
                                                    --------      --------

Cash flows from financing activities
  Distributions to partners                         (579,527)     (955,091)
                                                    --------      --------
      Net cash used in financing activities         (579,527)     (955,091)
                                                    --------      --------

Net decrease in cash and cash equivalents           (416,552)     (807,864)

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

Cash and cash equivalents, end of year              $423,207     $ 839,759
                                                    ========     =========

Supplemental disclosure of cash flow information: Interest paid was $0 for 1999
     and 1998.

     Income taxes paid was $0 for 1999 and 1998.

Supplemental  disclosure  of  non-cash  financing  activities:
    The  Partnership accrued  distributions  of $37,986  and  $250,000  during
    the years  ended December 31, 1999 and 1998, respectively.

                       See notes to financial statements

                                       F-5


<PAGE>




      COMMON GOAL HEALTH CARE PENSION AND INCOME FUND L.P. II


Note 1 -  Organization  and  Summary  of  Significant  Accounting Policies

Common Goal Health Care Pension and Income Fund L.P. (the Partnership), a
Delaware Limited Partnership, was formed on May 9, 1989 to invest in and make
mortgage loans to third parties and affiliates involved in health care. Having
previously sold more than the specified minimum of 117,650 units ($1,176,500),
the Partnership commenced operations on July 2, 1990. The Partnership's offering
terminated on January 11, 1992, with the Partnership having sold 522,116 units
($5,221,160). There is no active public trading market for the units. At
December 31, 1999, there were 490 unit holders.

The General Partners are Common Goal Capital Group, Inc. II, the Managing
General Partner, and Common Goal Limited Partnership II, the Associate General
Partner. Under the terms of the Partnership agreement, the General Partners are
not required to make any additional capital contributions except under certain
limited circumstances upon termination of the Partnership.

Under the terms of the Partnership agreement, the Partnership reimbursed the
General Partners for certain offering and organizational expenses incurred in
connection with the issuance and distribution of the units in an amount fixed at
5% of gross offering proceeds. These offering and organizational expenses
excluded broker/dealer selling commissions and included accountable due
diligence expense reimbursements. Health Care Securities, Inc. (HCS), an
affiliate acting as managing dealer, received selling commissions of 8% of the
gross offering proceeds on all units sold directly by HCS. Additionally, HCS
received a non-accountable expense allowance of 2% of gross proceeds for
expenses incurred in connection with the sale of Units, and also received
reimbursement of up to .5% of gross proceeds for accountable due diligence
expenses. Offering and organization expenses were recorded as a reduction of
partners' capital.

Use of Estimates

The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make 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 revenue and expenses during the reporting period. Actual
results could differ from those estimates.

For entities investing in and making mortgage loans to businesses in the health
care industry, certain inherent risks may increase the possibility of actual
results differing from management's estimates. These inherent risks include,
among other things, the following:

o     Substantial    dependence    on   revenues    derived    from
   reimbursement   by  the  Federal  Medicare  and  state  Medicaid
   programs;

o     Government  regulation,  government budgetary constraints and
   proposed legislative and regulatory changes; and



















                                       F-6


<PAGE>


      COMMON GOAL HEALTH CARE PENSION AND INCOME FUND L.P. II



Note 1 -  Organization  and  Summary  of  Significant  Accounting
Policies (continued)

o     Lawsuits alleging malpractice and related claims.

Partnership Management Fees and Operating Expenses

Under the terms of the Partnership agreement, the Partnership is required to pay
a quarterly management fee to the Managing General Partner equal to 1% per annum
of adjusted contributions, as defined. Additionally, a mortgage and investing
servicing fee equal to .25% per annum of the Partnership's outstanding mortgage
loan receivable and investment amounts are to be paid to Common Goal Mortgage
Company (CGMC), an affiliate of the General Partners.

Additionally, under the terms of the Partnership agreement, the Partnership is
required to reimburse the Managing General Partner for certain operating
expenses. In an effort to maintain the yield to the Limited Partners, the
Managing General Partner did not charge the Partnership for such expenses
through December 31, 1990. In 1999 and 1998, the Managing General Partner
charged the Partnership for $58,446 and $32,298 of these expenses, respectively.
The Managing General Partner believes that such charges have not adversely
affected the current yield to Limited Partners.

Mortgage loans that have virtually the same risk and potential rewards as joint
ventures are accounted for and classified as investments in operating
properties. The Partnership agreement authorized the payment of a 3% mortgage
placement fee to CGMC in connection with the original placement of these
mortgage loans. CGMC elected to defer the receipt of the fee until the repayment
of the mortgage loans. CGMC was entitled to a mortgage placement fee of up to
$127,468 at the time of repayment in April 1995; however, as consideration for
immediate cash payment, CGMC agreed to a fee of $116,094, representing payment
in full. Cash received related to investments in operating properties is
recognized as interest income to the extent that such properties have earnings
prior to the recognition of the distributions of cash to the Partnership;
otherwise, such cash is recorded as a reduction of the related investments.

Partnership Allocation of Income and Losses and Distributions

Net Income

Net income (except with respect to a Disposition, as defined, which includes any
Partnership transaction not in the ordinary course of its business, including
without limitation, collections of principal payments, equity participation
payments, prepayments, prepayment penalties, sales, exchanges, foreclosures
other dispositions of Mortgage Loans held by the Partnership, recoveries of
damage awards and insurance proceeds (other than the receipt of subscriptions
for Units, all forms of interest payments when due on Mortgage Loans or business
or rental interruption insurance proceeds) and net loss of the Partnership is
allocated 97.5% to Limited Partners and 2.5% to the General Partners.

                                       F-7


<PAGE>


      COMMON GOAL HEALTH CARE PENSION AND INCOME FUND L.P. II



Note 1 -  Organization  and  Summary  of  Significant  Accounting
Policies (continued)

Partnership  Allocation  of Income and Losses  and  Distributions
(continued)

Net Income (continued)

Net income arising from a Disposition is allocated 97.5% to Limited Partners and
2.5% to the General Partners to the extent of any negative balances in the
capital accounts of the Limited Partners, and then 100% to Limited Partners in
an amount necessary to bring the Limited Partners' capital accounts up to an
amount equal to their Original Contributions, as defined, which means the amount
of $10.00 for each unit less the return of any amount of uninvested funds
returned, as defined, plus the 11.5% preferred cumulative return thereon (less
previous distribution is to the Limited Partners in repayment of such amounts).
Remaining net income is allocated 85% to the Limited Partners and 15% to the
General Partners.

Distributions of Cash from Operations

Distributions of adjusted cash from operations, defined as all receipts of
interest payments on Mortgage Loans less cash receipts used to pay operating
expenses and to repurchase any units (cash flow) less any amount set aside for
the restoration or creation of working capital reserves, are distributed 97.5%
to the Limited Partners and 2.5% to the General Partners, and are apportioned
quarterly among Limited Partners of record as of the record date declared within
30 days after the end of each quarter and will be paid quarterly. No
distributions of adjusted cash from operations with respect to any calendar year
are made to the General Partners until the following occurs:

     First,  distributions  to the  Limited  Partners  equal  to  the 9%  annual
cumulative  return on their  adjusted  contributions,  as  defined  as  original
contributions  attributable to a unit,  reduced by the total of cash distributed
from disposition proceeds and from working capital reserves, for such year (plus
any amounts  accrued from prior  years) have been made to the Limited  Partners;
and

           Second,  payment of all previously  subordinated  management fees, if
           any, have been made.

Thereafter,  all previously subordinated amounts payable to the General Partners
with  respect to their 2.5%  interest  are paid in full to the extent  funds are
available,  and if not  available,  are  deferred  and paid  out of  Disposition
Proceeds, defined as receipts from dispositions net of related expenses, amounts
necessary for the payment of debts and  obligations of the  Partnership  and any
amount set aside for working capital  reserves.  The Partnership has been making
distributions  to the  Limited  Partners  in excess of the 9% annual  cumulative
return on adjusted  contributions,  with the exception of the four distributions
made  during  the period  October  5, 1994 to  October 5, 1995,  when the annual
cumulative return was reduced to 7.25%.

                                       F-8


<PAGE>


      COMMON GOAL HEALTH CARE PENSION AND INCOME FUND L.P. II


Note 1 -  Organization  and  Summary  of  Significant  Accounting
Policies (continued)

Distributions of Disposition Proceeds

The  Managing  General  Partner  has the right to  reinvest  or  distribute  all
disposition  proceeds  received  through  the  second  anniversary  of the final
closing date and may reinvest  disposition  proceeds as necessary  thereafter to
avoid  classification as an investment  company under the Investment Company Act
of 1940.  Non-liquidating  distributions of disposition proceeds are distributed
in the following order of priority, except as otherwise required by law;

    First, 100% to the Limited Partners until the Limited Partners have received
    an amount which, when added to prior  distributions of disposition  proceeds
    and  cash  from   reserves   attributable   thereto,   equals  the  original
    contributions of the limited partners;

    Second, 100% to the limited partners until each limited partner has received
    an amount which,  when added to all prior  distributions to limited partners
    from all sources  (including  prior  distributions in satisfaction of the 9%
    annual  cumulative  return but excluding  distributions  pursuant to above),
    equals the 11.5% per annum  preferred  cumulative  return on their  adjusted
    contributions,  (calculated  from  the  first  day of the  calendar  quarter
    succeeding the quarter in which capital contributions were received);

    Third,  100% to the general  partners  until they have been paid 100% of the
    subordinated portion, if any, of (a) the partnership management fee, if any,
    and then (b) their 2.5% interest in adjusted cash from operations; and

    Fourth,  the remainder,  85% to the limited  partners and 15% to the general
    partners.

Dissolution and Returns of Principal

Since it was the  intentions  of the managing  general  partner to liquidate the
partnership's  assets  between the tenth and  fifteenth  years after the closing
date (the "Final Closing  Date"),  the managing  general  partner will adopt the
following procedures to provide for an orderly liquidation; the managing general
partner intends to confine the Partnership's  investment  activities to mortgage
loans with terms ending prior to the end of the tenth  anniversary  of the final
closing date and will try to sell any property the  Partnership  has acquired by
foreclosure or otherwise in an orderly fashion.  Any such sales to affiliates of
the Partnership or the general partners would require the approval of a majority
of the  independent  members of the board of directors  of the managing  general
partner.  To the extent that any  mortgage  loans will not mature by their terms
prior to the end of such tenth anniversary, it may become necessary to sell such
investments.  It can be  reasonably  anticipated  that  the  Partnership  may be
required  to sell such  investments  for less than their  outstanding  principal
balances  as of the date of sale.  The  Partnership  intends  to  reinvest  loan
proceeds  received  only  as and if  necessary  to  avoid  classification  as an
investment company under the Investment Company Act of 1940.

                                       F-9


<PAGE>


      COMMON GOAL HEALTH CARE PENSION AND INCOME FUND L.P. II


Note 1 -  Organization  and  Summary  of  Significant  Accounting
Policies (continued)

Dissolution and Returns of Principal (continued)

Proceeds from the  liquidation  will be applied and distributed in the following
order:

           First,  to the payment of creditors of the  Partnership but excluding
           secured  creditors  whose  obligations  will be assumed or  otherwise
           transferred on the liquidation of partnership assets; and

           Second,  after  allowance  for the  expenses of  liquidation  and the
           setting  up of any  reserves  for  contingencies  which the  managing
           general  partner  considers  necessary,  to the general  partners and
           limited  partners in  proportion to and to the extent of the positive
           balances in their capital accounts,  after net income or loss arising
           from  a  disposition  has  been  allocated,  with  any  excess  being
           distributed   in   accordance   with  the  order  of   priority   for
           non-liquidating distributions.

Notwithstanding anything to the contrary, the managing general partner has the
right to defer liquidation if, in the opinion of the managing general partner,
the sale of partnership assets in liquidation would result in a material
underrealization on the partnership's assets.

Allowance for Losses

An allowance for loan losses is provided, if necessary, at a level which the
Partnership's management considers adequate based upon an evaluation of known
and inherent risks in the loan portfolio. There was no allowance deemed
necessary for losses at December 31, 1999.

Federal Income Taxes

No income tax provision has been included in the financial statements since
income or loss of the Partnership is required to be reported by the partners on
their respective income tax returns.

Basic Earnings Per Limited Partner Unit

Basic earnings per limited partner unit is computed based on the weighted
average limited partner units outstanding for the year dividend into the net
income applicable to the Limited Partners.

There were no dilutive limit partner units during 1998 or 1999.

                                      F-10


<PAGE>


      COMMON GOAL HEALTH CARE PENSION AND INCOME FUND L.P. II


Note 1 -  Organization  and  Summary  of  Significant  Accounting
Policies (continued)

Cash and Cash Equivalents

The Partnership classifies all short-term investments with maturities of three
months or less at the date of purchase as cash equivalents. At December 31,
1999, cash equivalents consisted of money market accounts.

Concentration of Credit Risk

The Company's financial instruments that are exposed to concentration of credit
risk consist primarily of cash and cash equivalents, accrued interest receivable
and mortgage loans receivable. The Company maintains cash balances in bank
deposit accounts, which at times, may exceed federally insured limits. At
December 31, 1999, the Company's cash balances were in excess of such limits by
approximately $323,000.

The  accrued  interest  receivable  and  mortgage  loan  receivable  balances at
December 31, 1999 are from the various mortgage described in Note 2.

Reclassifications

Certain amounts in the 1998 financial statements have been reclassified to
conform to the 1999 presentation.

Note 2 - Mortgage Loans Receivable

On March 7, 1997, the Partnership entered into a loan agreement with the St.
Catherine entities (Washington Court House, Fostoria, Tiffin, Bloomville and
Findlay), whereby the Partnership would fund $425,000 for the renovation of the
St. Catherine facilities. The loan, which is secured by the St. Catherine
facilities, bears interest at a rate of 13% per annum with the entire principal
balance due on the maturity date of August 31, 2000.

On March 31, 1998, the Partnership, the Partnership and the St. Catherine
entities amended the March 7, 1997 loan in order to increase the principal
amount of the loan to $850,000. No other terms of the loan were altered pursuant
to the amendment.

The mortgage loan balances at December 31, 1999 to the affiliated St. Catherine
entities totaled $850,000 which represent third mortgages on the underlying
properties located in Ohio. The partnerships ability to recover interest and
principal on these mortgages is dependent upon the underlying properties ability
and generate sufficient operating income and/or appreciation in fair values.

                                      F-11


<PAGE>


           COMMON GOAL HEALTH CARE PENSION AND INCOME FUND L.P. II



Note 2 - Mortgage Loans Receivable (continued)

A summary of mortgage loan receivable  activity for the year ended December 31,
1999 is as follows:

Balance at December 31, 1998                        $1,290,290

Mortgage loan advances (renovation loan)                10,300

Participation interest rolled into principal             7,355
                                                    ----------

Balance at December 31, 1999                        $1,307,945
                                                    ==========


Investments in Operating Properties

The Partnership made and funded three mortgage loans to affiliated entities (the
"St. Catherine's Loans"). The Partnership's affiliation with these entities is a
result of the President and Chief Executive Officer of the Managing General
Partner also serving as the President of the entities receiving the loans. The
Partnership's mortgage loans to the affiliated entities were related to the
operating facilities and were accounted for as investments in operating
properties. These mortgage loans were repaid on April 13, 1995 upon refinancing
by the owners of their senior debt with an unrelated lender. In connection with
the repayment of these mortgage loans, the Partnership recognized a gain on sale
of investment in operating properties of $1,632,719. The refinancing of the
senior debt did not provide sufficient proceeds to allow repayment of the
participations owing under the St. Catherine's Washington Court House and
Findlay Loans (the "SCC Participations") in the total amount of $840,500.

The St.  Catherine's  Washington  Court  Borrowers  repaid  the SCC
Participations through:

(i)   the issuance of notes in the total amount of $400,000

  (a)   bearing  interest  rate of  11.00%  per  annum,  which is due quarterly


  (b)   maturing on the earlier of the sale or  refinancing  of the Tiffin,
        Bloomville,  Fostoria,  Court House and Findlay Facilities (the "SC
        Facilities")  or the  maturity  of the senior debt with South Trust
        (August 2000) and

  (c)   cross-collateralized by second mortgage liens on the SC Facilities; and

(ii)  the  issuance  of  contingent   payment   obligation  by  St. Catherine's
      of  Senecca,  Inc.  in the amount of $202,500 and a contingent  payment
      obligation  by St.  Catherine's Care Centers of  Fostoria,  Inc. in the
      amount of $238,000 (collectively, the "CPOs")

  (a)   bearing an interest rate of 11% per annum, which is due quarterly

  (b)   maturing  on the earlier of the sale or  refinancing  of the SC
        Facilities  or the maturity of the senior debt with South Trust
        (August 2000).

                                      F-12


<PAGE>


             COMMON GOAL HEALTH CARE PENSION AND INCOME FUND L.P. II


Note 2 - Mortgage Loans Receivable (continued)

           The CPOs provide that interest is payable on a current basis provided
           that the debt service coverage ratios on each of the SC Facilities is
           1.2 to 1.0. In the event these debt service  coverage  ratios are not
           maintained, the interest shall accrue until the debt service coverage
           ratio is at least 1.2 to 1.0 or maturity.  The CPOs  further  provide
           that  principal  is payable  only to the extent that upon a resale or
           refinancing  of the SC Facilities,  there are sufficient  proceeds to
           repay the senior debt and the amounts owing under the CPOs.  The CPOs
           are being assumed by an affiliated  entity,  Will Care of Ohio, Inc.,
           and will be secured,  to the extent  they become  payable and are not
           paid,  by a pledge of 30 shares of St.  Catherine's  of Seneca,  Inc.
           common stock.

           In accordance  with FASB  Statement of Standards No. 66,  "Accounting
           for  Sales  of  Real  Estate",  the  $840,500  participation  was not
           recognized  as income  during  1995.  The  Partnership  has  recorded
           $400,000 of the  participation  amount,  related to the mortgage loan
           receivable,  as deferred  revenue,  and the interest  thereon will be
           recognized  as it is  earned.  Due to the  contingent  nature  of the
           $440,500 due to the Partnership  related to the CPOs, such amount has
           not  been   recorded  as  an  asset  of  the   Partnership   and  the
           participation  income  and  interest  earned  on  the  CPOs  will  be
           recognized only when received.  Interest  received by the Partnership
           relating  to the CPOs  amounted  to $48,455 and $47,904 for the years
           ended December 31, 1999 and 1998, respectively.

The repayment terms of the mortgage loans in affiliated operating properties
resulted in new second mortgage loans on the St. Catherine's Facilities totaling
$400,000 at December 31, 1999. These new second mortgage loans are appropriately
classified as mortgage loan receivables as they do not contain virtually the
same risk and potential rewards as joint ventures.

At December 31, 1999, the mortgage loans receivable included $50,590,
representing the Partnership's participation in a $1,618,254 second mortgage
loan made by an affiliated limited partnership. The loan, which is secured by
two nursing home facilities in Pennsylvania, bears interest at a rate of 13.7%
per annum and provides for the payment of participation interest based on the
increase in the fair value of the properties at maturity or redemption of the
loan or pursuant to any sale of the facilities. Participation interest is
recorded as revenue when determinable, generally at maturity or redemption of
the loan or pursuant to any sale of the facilities. The loan also provides for
the payment of additional interest based upon the gross revenues of the
facilities. The entire principal balance is due at the maturity date of January
1, 2000.

Subsequent to year end, the $50,590 outstanding balance was repaid. In addition
to the principal amount, the Partnership received an additional $7,355
representing its share of participation interest on the joint venture loan. The
partnership has recorded the $7,355 as additional interest income in the
accompanying financial statements.

The partnership also intends to renegotiate all other remaining loan balances
with remaining terms which will extend the maturity dates to be consistent with
the first mortgage loans which are currently being refinanced.

                                      F-13


<PAGE>


          COMMON GOAL HEALTH CARE PENSION AND INCOME FUND L.P. II


Note 3 - Fair Value of Financial Instruments

The fair value of the Partnership's mortgage loans receivable differed from
their carrying value as follows:

                                                    Carrying          Fair
                                                     Value           Value
                                                    --------         -----

December 31, 1999                                 $1,307,945    $1,322,341


The Partnership estimates the fair value of its mortgage loans receivable by
discounting future cash flows using an appropriate interest rate.

The carrying amounts at December 31, 1999 for cash and cash equivalents, accrued
interest receivable, due from and to affiliates, and accrued expenses
approximated their fair values due to the short maturity of these instruments.

Note 4 - Partners' Capital

On December 15, 1998, the Partnership declared a distribution of $213,754 ($.41
per unit) to Limited Partner unitholders. The Partnership also declared
distributions during 1998 of $991,337 ($1.90 per unit) as a return of principal
to the Limited Partners. The Partnership has accrued $250,000 of these
distributions at December 31, 1998 which were subsequently paid in January 1999.

On December 15, 1999, the Partnership declared a distribution of $363,344 ($.69
per unit) to Limited Partner unitholders. The Partnership also declared
distributions during 1999 of $4,169 ($.01 per unit) as a return of principal to
the Limited Partners. The Partnership has accrued approximately $38,000 of these
distributions at December 31, 1999 which were subsequently paid in January 2000.

                                      F-14


<PAGE>






Item 8.    Changes  in  and   Disagreements   with  Accountants  on
           Accounting and Financial Disclosure.


      On March 20,  1999,  the  Partnership  engaged  Ehrhardt  Keefe  Steiner &
Hottman PC as its independent auditors for the 1998 fiscal year. Reports on From
8-K, 8-K/A and Form 8-K/A-2 reporting the event were filed on March 24, 1999,
April 2, 1999 and April 9, 1999 respectively. There were no reporting
disagreements on financial statement disclosures or accounting matters covering
the prior two fiscal years up through March 20, 1999 audited by the predecessor
auditors.

Item 9.    Directors,  Executive  Officers,  Promoters  and Control
           Persons,  Compliance  with Section 16(a) of the Exchange
           Act.

      The  Partnership  does not have directors or officers.  The following is a
list of the officers and directors of the Managing General Partner as of March
31, 2000:

      Name                              Age       Position
      ----                              ---       --------
      Albert E. Jenkins III             52        Chairman  of  the  Board,
                                                  Chief Executive Officer,
                                                  President and Director
      Richard R. Wood                   76        Secretary and Treasurer
      William E. Jasper                 83        Director
      Linda R. Robison                  52        Director

      Albert E. Jenkins III is the  President  and Chief  Executive
Officer of the Managing General Partner and Common Goal Mortgage Company. Mr.
Jenkins also serves on the boards of directors of the above-referenced
corporations. Mr. Jenkins is a co-general partner of Common Goal Limited
Partnership II, the Associate General Partner, and Common Goal Management
Company. In 1986, Mr. Jenkins formed Common Goal Capital Group, Inc. to act as
the corporate general partner of Common Goal I. That partnership successfully
raised $19,129,110 from 1,533 investors and placed seven mortgages in six states
secured by 13 facilities. Mr. Jenkins is also President, Chief Executive Officer
and a director of St. Catherine's of Seneca, Inc., St. Catherine's Care Center
of Tiffin, Inc., St. Catherine's Care Center of Bloomville, Inc. and St.
Catherine's Care Centers of Fostoria, Inc. In addition, Mr. Jenkins is President
and a director of St. Catherine's Health Care Management, Inc., St. Catherine's
Care Center of Washington Court House, Inc. and St. Catherine's Care Center of
Findlay, Inc. He is also president and sole director and shareholder of
HealthCare Securities, Inc. which served as the Managing Dealer for the
distribution of limited partner interests. Mr. Jenkins has been a licensed
securities salesman since 1971 and an investment advisor registered under the
Investment Advisers Act of 1940 since 1978.

      William E.  Jasper,  Jr. is a director of Common Goal Capital
Group, Inc. II and has been a member of the Board of Directors of Madison Square
Federal Savings Bank since 1964. Prior to 1980, when Mr. Jasper retired, he had
served as president of a multi-line insurance agency and brokerage. Mr. Jasper
is a Deputy Regional Director for a fraternal organization that is dedicated to
the Maryland Special Olympics which provides health-care training and
specialized sports for the mentally handicapped. Mr. Jasper attended Baltimore
City College and has taken numerous extended courses at Loyola College and Johns
Hopkins University in real estate, appraisals, inspections, financial planning,
mortgages and management.

      Richard R. Wood, is a general  partner of Common Goal Limited
Partnership II and a former director and officer of the Managing General
Partner. Mr. Wood is also a director of Common Goal Capital Group, Inc. and a
general partner of Common Goal Limited Partnership I, which is a general partner
of Common Goal I, a publicly-held limited partnership with investment objectives
substantially identical to those of the Partnership, each of which was formed in
1986. Mr. Wood is president, a director and owner, along with his brother R.
Norman Wood, of Renwood Properties, Inc. Mr. Wood has, either individually or
together with or through Renwood, sponsored thirty-one prior private limited
partnerships which have acquired real estate. These partnerships have raised
approximately $30,762,525, with approximately 81% of the properties acquired
being government-subsidized low income housing projects for families and the
elderly and handicapped. In addition, Mr. Wood is also a controlling shareholder
of Renwood, Inc. and several of the Renwood companies, which act as co-general
partners of certain of the above-referenced syndications. Mr. Wood received a
B.A. from Harvard University in 1943 and attended Massachusetts Institute of
Technology from 1947-1948.

      Linda R. Robison, is a director of Common Goal Capital Group, Inc. II. Ms.
Robison is an attorney and practices primarily in the areas of corporate
transactions, corporate finance, tax, estate planning and real estate. She
represents such industries as manufacturing, health care, construction, retail,
distribution, and computer software. Ms. Robison has been admitted to the Bar in
Massachusetts, Illinois, and Florida. She is a member of the American Bar
Association, and the U.S. Tax Court, and past chair of the ABA Small Business
Committee's subcommittee on corporate tax. She has published articles in the
Practical Tax Lawyer, Securities & Commodities Regulation, Smith's
Review-Federal, Estate and Gift Taxation, Taxation for Lawyers, and a Matthew
Bender treatise on real estate transactions. She earned her undergraduate degree
from the University of Georgia where she attained a B.S. in psychology and
graduated cum laude and Phi Beta Kappa. Ms. Robison has a L.L.M. in taxation
from Boston University. She is a co-founder and director of a wholesaler of
sportswear, and a co-founder and director of a firm which finishes plastic parts
for the computer and automotive industries. She is a Past-President and Chairman
of U.S. Committee for UNICEF/Chicago; a past President and Board Member of the
Chicago Finance Exchange; and the Treasurer and Board Member of Chicago Midwest
Women's Center. In addition she has served on the Advisory Board of YMCA; Board
Member of Women in Management and a member of Business and Professional Women's
Board.

Item 10.   Executive Compensation.

      The Partnership has no executive officers or directors. The Partnership is
not required to pay the officers and directors of the General Partners any
current nor any proposed compensation in such capacities. However, the
Partnership is required to pay certain fees, make distributions and allocate a
share of the profits or losses of the Partnership to the General Partners as
described under the caption "Management Compensation" on pages 8 through 11 of
the Partnership's Prospectus, which description is incorporated herein by
reference. Set forth below are the fees, compensation and other reimbursements
paid or accrued to the Managing General Partner and its Affiliates for the year
ended December 31, 1999.

                                  Capacities in
                                Which Compensation
Name of Affiliate                 was Received             Remuneration
-----------------               ------------------         ------------

Managing General Partner        Management fee             $8,951

Common Goal Mortgage            Mortgage loan
Company                         servicing fees             $1,126



No form of non-cash remuneration was paid by the Partnership.

For further  information on compensation paid to Common Goal and its Affiliates,
see "Management Compensation" on pages 8-11 of the Prospectus.

Item 11.   Security  Ownership  of  Certain  Beneficial  Owners and
           Management.

      The  Partnership,  as an entity,  does not have any directors or officers.
The following is information concerning Unit ownership as of March 31, 2000.

      To the best knowledge of the  Partnership,  no person owns more than 5% of
the outstanding Units. Messrs. Jenkins and Wood each own less than 1% of the
total outstanding Units and all officers and directors of the Managing General
Partner, as a group, own less than 1% of the total outstanding Units. No other
officer or director of the Managing General Partner owns any Units.

Item 12.   Certain Relationships and Related Transactions.

      The Partnership made and funded three Mortgage Loans (the St.  Catherine's
Loan, the Court House Loan and the Findlay Loan) to affiliated entities. In
connection with these Mortgage Loans, the Partnership obtained the opinion of an
independent third party that the terms and conditions of the respective loans
were fair and at least as favorable to the Partnership as a loan to an
unaffiliated party in similar circumstances. See "Management's Discussion and
Analysis or Plan of Operation" for further information regarding the repayment
and refinancing of these Mortgage Loans. The Partnership has made an additional
loan to an unaffiliated party through a joint venture with Common Goal I, an
affiliated, publicly-offered limited partnership with similar investment
objectives (the Joint Venture Loan). For further information concerning those
Mortgage Loans, see "Item 1.

Description of Business."

      The Partnership  engages the services of Common Goal Mortgage Company,  an
affiliate of the General Partners, in connection with servicing Mortgage Loans
for which Common Goal Mortgage Company generally is paid a fee by the borrower.
See "Item 10. Executive Compensation," for the information concerning such fees.

                                     PART IV

Item 13.   Exhibits and Reports on Form 8-K.

(a)   (1)  Financial Statements

      The  response  to  this  portion  of Item 13 is  submitted  as a  separate
           section of this report, commencing on page F-1.

      (2)  Financial Statement Schedules

      Not applicable.

      (3)  Exhibits

      See response to Item (c), below.

(b)   Reports on Form 8-K
      The  Partnership  did not file any  reports on Form 8-K during the quarter
           ended December 31, 1999.

(c)   Exhibits

      The following exhibits are included herein or incorporated by reference:

      Number

      3.1  (a) Amended and Restated Limited Partnership Agreement of Registrant
               dated as of December 6, 1989 (incorporated  by  reference  from
               Exhibit  3.1, included in Registrant's Form S-11 Registration
               Statement S.E.C. File No. 33-31358).

      3.2  (b)  Pages  8-11 of the  Registrant's  final  Prospectus dated
                January 12, 1990, as filed with the Securities and Exchange
                Commission pursuant to Rule 424(b) under the Securities Act of
                1933, as amended.


<PAGE>


                                   SIGNATURES

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

                          COMMON GOAL HEALTH CARE PENSION AND
                          INCOME FUND L.P. II

                          By:  Common Goal Capital Group,
                          Inc., II,
                               General Partner

                          By:  /s/ Albert E. Jenkins

                               Albert E. Jenkins III
                               Chairman and Chief Executive

                                     Officer

Date:  April 14, 2000

      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.

Name                               Position                      Date
/s/ Albert E. Jenkins              Chairman (Principal           April 14, 2000
Albert E. Jenkins III              Executive Officer),
                                   President, Principal
                                   Financial and
                                   Accounting Officer
                                   and Director of
                                   Managing General
                                   Partner

/s/ William E. Jasper, Jr.         Director of Managing          April 14, 2000
William E. Jasper, Jr.             General Partner

/s/ Richard R. Wood                Director of Managing          April 14, 2000
Richard R. Wood                    General Partner

/s/ Linda R. Robison               Director of Managing          April 14, 2000
Linda R. Robison                   General Partner

(A  Majority  of the Board of  Directors  of the  Managing  General Partner)

<PAGE>