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


                                    FORM 10-Q


(Mark One)
[X]     QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
        EXCHANGE ACT OF 1934

For the quarterly period ended                    March 31, 1997
                                   ---------------------------------------------

[  ]    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
                                     0-18504


                    PARTICIPATING INCOME PROPERTIES II, L.P.
                                       and
                    FFCA INVESTOR SERVICES CORPORATION 88-C
--------------------------------------------------------------------------------
               (Exact Name of Co-Registrants as Specified in Their
                            Organizational Documents)


          Delaware                                        86-0588505
--------------------------------------------------------------------------------
(Partnership State of Organization)                 (Partnership I.R.S. Employer
                                                        Identification Number)

          Delaware                                        86-0588507
--------------------------------------------------------------------------------
(Corporation State of Incorporation)                (Corporation I.R.S. Employer
                                                        Identification Number)

The Perimeter Center
17207 North Perimeter Drive
Scottsdale, Arizona                                                      85255
--------------------------------------------------------------------------------
(Address of principal executive offices)                              (zip code)


Co-Registrants' telephone number including area code             (602) 585-4500
                                                            --------------------


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days.

                                    Yes  X   No
                                        ---     ---
<PAGE>
PART 1 - FINANCIAL INFORMATION

     Item l.  Financial Statements.
     -------  ---------------------



                    PARTICIPATING INCOME PROPERTIES II, L.P.

                                 BALANCE SHEETS
                      MARCH 31, 1997 AND DECEMBER 31, 1996
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                   March 31,     December 31,
                                                                     1997           1996
                                                                 ------------    ------------
                                     ASSETS
                                     ------

<S>                                                              <C>             <C>         
CASH AND CASH EQUIVALENTS                                        $  3,865,853    $  3,790,885

RECEIVABLES FROM LESSEES                                              174,218         173,000

PROPERTY SUBJECT TO OPERATING LEASES, at cost
      Land                                                         11,709,570      11,709,570
      Buildings                                                    54,004,577      54,004,577
      Equipment                                                     4,926,921       5,268,921
                                                                 ------------    ------------
         Total                                                     70,641,068      70,983,068
      Less-Accumulated depreciation                                19,584,183      19,119,173
                                                                 ------------    ------------

                                                                   51,056,885      51,863,895
                                                                 ------------    ------------

                     Total assets                                $ 55,096,956    $ 55,827,780
                                                                 ============    ============


                        LIABILITIES AND PARTNERS' CAPITAL
                        ---------------------------------

DISTRIBUTION PAYABLE TO LIMITED PARTNERS                         $  2,093,274    $  2,075,158

PAYABLE TO GENERAL PARTNERS                                            25,244          18,239

ACCOUNTS PAYABLE AND ACCRUED LIABILITIES                               81,101          72,787

DEFERRED INCOME                                                       799,916         868,470
                                                                 ------------    ------------

                     Total liabilities                              2,999,535       3,034,654
                                                                 ------------    ------------

PARTNERS' CAPITAL (DEFICIT):
      General partners                                               (197,605)       (190,647)
      Limited partners                                             52,295,026      52,983,773
                                                                 ------------    ------------

                     Total partners' capital                       52,097,421      52,793,126
                                                                 ------------    ------------

                     Total liabilities and partners' capital     $ 55,096,956    $ 55,827,780
                                                                 ============    ============
</TABLE>
<PAGE>
                    PARTICIPATING INCOME PROPERTIES II, L.P.

                              STATEMENTS OF INCOME
               FOR THE THREE MONTHS ENDED MARCH 31, 1997 AND 1996
                                   (Unaudited)



                                                            1997         1996
                                                         ----------   ----------
REVENUES:
      Rental                                             $1,865,905   $1,865,905
      Participating rentals                                 531,517      565,585
      Interest and other                                     55,697       38,793
      Gain on sale of equipment                               2,138         --
                                                         ----------   ----------

                                                          2,455,257    2,470,283
                                                         ----------   ----------

EXPENSES:
      General partner and affiliate fees                    209,102      213,394
      Depreciation                                          766,397      723,820
      Operating                                              61,212       54,159
                                                         ----------   ----------

                                                          1,036,711      991,373
                                                         ----------   ----------

NET INCOME                                               $1,418,546   $1,478,910
                                                         ==========   ==========


NET INCOME ALLOCATED TO:
      General partners                                   $   14,185   $   14,789
      Limited partners                                    1,404,361    1,464,121
                                                         ----------   ----------

                                                         $1,418,546   $1,478,910
                                                         ==========   ==========


NET INCOME PER LIMITED PARTNERSHIP UNIT
   (based on 82,834 units held by limited partners)      $    16.95   $    17.68
                                                         ==========   ==========
<PAGE>
                    PARTICIPATING INCOME PROPERTIES II, L.P.

                    STATEMENT OF CHANGES IN PARTNERS' CAPITAL
                    FOR THE THREE MONTHS ENDED MARCH 31, 1997
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                             Limited Partners
                                          General       ---------------------------
                                          Partners          Number                        Total
                                           Amount         of Units        Amount          Amount
                                        ------------    ------------   ------------    ------------
<S>                                     <C>                   <C>      <C>             <C>         
BALANCE, December 31, 1996              $   (190,647)         82,834   $ 52,983,773    $ 52,793,126

      Net income                              14,185            --        1,404,361       1,418,546

      Distribution to partners               (21,143)           --       (2,093,108)     (2,114,251)
                                        ------------   ------------    ------------    ------------

BALANCE, March 31, 1997                 $   (197,605)         82,834   $ 52,295,026    $ 52,097,421
                                        ============    ============   ============    ============
</TABLE>
<PAGE>
                    PARTICIPATING INCOME PROPERTIES II, L.P.

                            STATEMENTS OF CASH FLOWS
               FOR THE THREE MONTHS ENDED MARCH 31, 1997 AND 1996
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                    1997           1996
                                                                 -----------    -----------
<S>                                                              <C>            <C>        
CASH FLOWS FROM OPERATING ACTIVITIES:
    Net income                                                   $ 1,418,546    $ 1,478,910
    Adjustments to net income:
       Depreciation                                                  766,397        723,820
       Gain on sale of equipment                                      (2,138)          --
       Change in assets and liabilities:
          Increase in receivables from lessees                        (1,218)        (6,471)
          Increase in payable to general partner                       7,005           --
          Increase in accounts payable and accrued liabilities         8,314          1,732
          Decrease in deferred income                                (68,554)      (186,923)
                                                                 -----------    -----------

              Net cash provided by operating activities            2,128,352      2,011,068
                                                                 -----------    -----------

CASH FLOWS FROM INVESTING ACTIVITIES:
    Proceeds from sale of property                                    42,751           --
                                                                 -----------    -----------

CASH FLOWS FOR FINANCING ACTIVITIES:
    Partner distributions declared                                (2,114,251)    (2,134,175)
    Increase in distribution payable to limited partners              18,116         12,164
                                                                 -----------    -----------

              Net cash used in financing activities               (2,096,135)    (2,122,011)
                                                                 -----------    -----------

NET INCREASE (DECREASE) IN CASH AND
    CASH EQUIVALENTS                                                  74,968       (110,943)

CASH AND CASH EQUIVALENTS, beginning of period                     3,790,885      3,818,927
                                                                 -----------    -----------

CASH AND CASH EQUIVALENTS, end of period                         $ 3,865,853    $ 3,707,984
                                                                 ===========    ===========
</TABLE>
<PAGE>
PART I.- FINANCIAL INFORMATION
------------------------------


Item 2.    Management's Discussion and Analysis of
-------    Financial Condition and Results of Operations
           ---------------------------------------------


      As of March 31, 1997, Participating Income Properties II, L.P., a Delaware
      limited partnership,  (the Registrant),  had received $82,834,000 in gross
      proceeds from its offering of Units.  Net funds  available for investment,
      after payment of sales commissions,  organizational  costs and acquisition
      costs, amounted to $71,956,541.  The offering of Units is the Registrant's
      sole source of capital, and since the final closing of limited partnership
      units was held on  December  11,  1989,  the  Registrant  will not receive
      additional  funds from the offering.  The Registrant was fully invested in
      thirteen travel plaza  properties by June 1991 and does not anticipate any
      further capital expenditures.

      The Registrant  declared a cash  distribution  to the limited  partners of
      $2,093,108  for the quarter ended March 31, 1997 (the period).  During the
      period,  all net  proceeds  not  invested in real estate were  invested in
      Government Agency discount notes and bank repurchase agreements (which are
      secured by United States Treasury and Government obligations).

      During the period, the Registrant received base rental revenue pursuant to
      its lease  arrangements  in the amount of  $1,865,905,  unchanged from the
      same period of the prior year. Base rental revenue for the period includes
      the recognition of approximately $69,000 of income previously deferred. In
      addition,  the  Registrant  received or accrued  participating  rentals of
      $531,517 for the period which is lower than the comparable quarter in 1996
      by $34,068 and is attributable to decreased overall travel plaza sales. In
      June  1996,  a credit  card  issuer  to  Flying J Travel  Plaza  customers
      terminated its relationship with the travel plazas.  As a result,  volumes
      and  margins  at many  Flying  J Travel  Plaza  locations  decreased.  CFJ
      Properties,  the lessee of all eleven of the  Registrant's  travel plazas,
      has advised the general  partner of the  Registrant  that it expects sales
      will stabilize and be restored by mid-1997.  Total expenses increased 4.6%
      between quarters primarily due to an increase in depreciation  expense and
      an increase in operating expenses.

      The  decrease in total  assets  reflected  in the  Registrant's  financial
      statements   filed  with  this  report  is  mainly   attributable  to  the
      depreciation allowance, which is deducted for accounting purposes from the
      cost of the assets on the Registrant's books.

      In the opinion of management,  the financial  information included in this
      report reflects all adjustments necessary for fair presentation.  All such
      adjustments are of a normal recurring nature.
<PAGE>
                     FFCA INVESTOR SERVICES CORPORATION 88-C
                     ---------------------------------------


                         BALANCE SHEET - MARCH 31, 1997
                         ------------------------------





                                     ASSETS


Cash                                                                        $100
Investment in Participating Income Properties II, L.P., at cost              100
                                                                            ----

                  Total Assets                                              $200
                                                                            ====


                                    LIABILITY

Payable to Parent                                                           $100
                                                                            ----


                              STOCKHOLDER'S EQUITY


Common Stock; $l par value; 100 shares authorized,
     issued and outstanding                                                  100
                                                                            ----
                  Liability and Stockholder's Equity                        $200
                                                                            ====




Note: FFCA Investor Services Corporation 88-C (88-C) was organized on August 11,
1987 to act as the assignor limited partner in Participating  Income  Properties
II, L.P. (PIP-II).

         The  assignor  limited  partner  is the owner of record of the  limited
partnership units of PIP-II. All rights and powers of 88-C have been assigned to
the holders,  who are the registered and beneficial  owners of the units.  Other
than to serve as assignor  limited  partner,  88-C has no other business purpose
and will not engage in any other activity or incur any debt.
<PAGE>
                                   SIGNATURES
                                   ----------

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrants  have duly caused  this  report to be signed on their  behalf by the
undersigned thereunto duly authorized.

                              PARTICIPATING INCOME PROPERTIES II, L.P.

                              By FRANCHISE FINANCE CORPORATION OF AMERICA II
                              Corporate General Partner


Date:    April 4, 1997              By /s/ John R. Barravecchia
                                ------------------------------------------------
                                John R. Barravecchia, Chief Financial Officer
<PAGE>
                                   SIGNATURES
                                   ----------

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
co-registrant  has duly  caused  this  report to be signed on its  behalf by the
undersigned thereunto duly authorized.

                              FFCA INVESTOR SERVICES CORPORATION 88-C



Date:    April 4, 1997              By /s/ John R. Barravecchia
                                ------------------------------------------------
                                John R. Barravecchia, President