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, 1998
                               -------------------------------------------------

[ ]     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, 1998 AND DECEMBER 31, 1997
                                   (Unaudited)


<TABLE>
<CAPTION>
                                                                 March 31,     December 31,
                                                                   1998            1997
                                                               ------------    ------------
<S>                                                            <C>             <C>         
                                          ASSETS
                                          ------

CASH AND CASH EQUIVALENTS                                      $  3,974,080    $  3,984,265

RECEIVABLES FROM LESSEES                                            187,300         197,300

PROPERTY SUBJECT TO OPERATING LEASES, at cost
         Land                                                    11,709,570      11,709,570
         Buildings                                               54,004,577      54,004,577
         Equipment                                                3,832,921       3,832,921
                                                               ------------    ------------
                                                                 69,547,068      69,547,068
         Less - Accumulated depreciation                         21,428,178      20,814,945
                                                               ------------    ------------

                                                                 48,118,890      48,732,123
                                                               ------------    ------------

                     Total assets                              $ 52,280,270    $ 52,913,688
                                                               ============    ============


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

DISTRIBUTION PAYABLE TO LIMITED PARTNERS                       $  2,112,679    $  2,132,357

ACCOUNTS PAYABLE AND ACCRUED LIABILITIES                             71,500          72,006

DEFERRED INCOME                                                     525,696         594,251
                                                               ------------    ------------

                     Total liabilities                            2,709,875       2,798,614
                                                               ------------    ------------

PARTNERS' CAPITAL (DEFICIT):
      General partners                                             (222,874)       (217,427)
      Limited partners                                           49,793,269      50,332,501
                                                               ------------    ------------

                     Total partners' capital                     49,570,395      50,115,074
                                                               ------------    ------------

                     Total liabilities and partners' capital   $ 52,280,270    $ 52,913,688
                                                               ============    ============
</TABLE>
<PAGE>
                    PARTICIPATING INCOME PROPERTIES II, L.P.

                              STATEMENTS OF INCOME
               FOR THE THREE MONTHS ENDED MARCH 31, 1998 AND 1997
                                   (Unaudited)


                                                            1998         1997
                                                         ----------   ----------
REVENUES:
      Rental                                             $1,865,905   $1,865,905
      Participating rentals                                 565,225      531,517
      Interest and other                                     45,211       55,697
      Gain on sale of equipment                                --          2,138
                                                         ----------   ----------

                                                          2,476,341    2,455,257
                                                         ----------   ----------

EXPENSES:
      General partner and affiliate fees                    211,036      209,102
      Depreciation                                          613,233      766,397
      Operating                                              62,945       61,212
                                                         ----------   ----------

                                                            887,214    1,036,711
                                                         ----------   ----------

NET INCOME                                               $1,589,127   $1,418,546
                                                         ==========   ==========


NET INCOME ALLOCATED TO:
      General partners                                   $   15,891   $   14,185
      Limited partners                                    1,573,236    1,404,361
                                                         ----------   ----------

                                                         $1,589,127   $1,418,546
                                                         ==========   ==========


NET INCOME PER LIMITED PARTNERSHIP UNIT
   (based on 82,834 units held by limited partners)      $    18.99   $    16.95
                                                         ==========   ==========
<PAGE>
                    PARTICIPATING INCOME PROPERTIES II, L.P.

                    STATEMENT OF CHANGES IN PARTNERS' CAPITAL
                    FOR THE THREE MONTHS ENDED MARCH 31, 1998
                                   (Unaudited)


<TABLE>
<CAPTION>
                                                       Limited Partners
                                   General       ---------------------------
                                   Partners         Number                         Total
                                    Amount         of Units        Amount          Amount
                                 ------------    ------------   ------------    ------------

<S>                              <C>             <C>            <C>             <C>         
BALANCE, December 31, 1997       $   (217,427)         82,834   $ 50,332,501    $ 50,115,074

      Net income                       15,891            --        1,573,236       1,589,127

      Distribution to partners        (21,338)           --       (2,112,468)     (2,133,806)
                                 ------------    ------------   ------------    ------------

BALANCE, March 31, 1998          $   (222,874)         82,834   $ 49,793,269    $ 49,570,395
                                 ============    ============   ============    ============
</TABLE>
<PAGE>
                    PARTICIPATING INCOME PROPERTIES II, L.P.

                            STATEMENTS OF CASH FLOWS
               FOR THE THREE MONTHS ENDED MARCH 31, 1998 AND 1997
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                1998           1997
                                                            -----------    -----------
<S>                                                         <C>            <C>        
CASH FLOWS FROM OPERATING ACTIVITIES:
    Net income                                              $ 1,589,127    $ 1,418,546
    Adjustments to net income:
       Depreciation                                             613,233        766,397
       Gain on sale of equipment                                   --           (2,138)
       Change in assets and liabilities:
          Decrease (increase) in receivables from lessees        10,000         (1,218)
          Increase in payable to general partner                   --            7,005
          Increase (decrease) in accounts payable
              and accrued liabilities                              (506)         8,314
          Decrease in deferred income                           (68,555)       (68,554)
                                                            -----------    -----------

              Net cash provided by operating activities       2,143,299      2,128,352
                                                            -----------    -----------

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

CASH FLOWS FOR FINANCING ACTIVITIES:
    Partner distributions declared                           (2,133,806)    (2,114,251)
    Increase (decrease) in distribution payable
       to limited partners                                      (19,678)        18,116
                                                            -----------    -----------

              Net cash used in financing activities          (2,153,484)    (2,096,135)
                                                            -----------    -----------

NET INCREASE (DECREASE) IN CASH AND
    CASH EQUIVALENTS                                            (10,185)        74,968

CASH AND CASH EQUIVALENTS, beginning of period                3,984,265      3,790,885
                                                            -----------    -----------

CASH AND CASH EQUIVALENTS, end of period                    $ 3,974,080    $ 3,865,853
                                                            ===========    ===========
</TABLE>
<PAGE>
PART I.- FINANCIAL INFORMATION
------------------------------


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

      As of March 31, 1998, 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.

      On February 2, 1998, the  Registrant  entered into a letter of intent with
      Flying J. Inc. to sell  substantially  all of the Registrant's  assets for
      cash of  approximately  $80  million.  The  sale  is  subject  to  certain
      conditions  specified in the letter of intent,  including the  negotiation
      and execution of definitive sale and financing  agreements with respect to
      the assets of the Registrant  and the approval,  by vote, of a majority of
      the  limited  partner  interests.   In  accordance  with  the  partnership
      agreement,  sale  of  substantially  all  of the  assets  will  result  in
      dissolution of the  partnership  and  liquidation of remaining  Registrant
      assets,  net of  liabilities.  There can be no  assurance  as to the final
      terms of the proposed  transaction,  that the conditions will be satisfied
      or that the proposed transaction will be consummated. The limited partners
      will receive a proxy  statement  containing a complete  description of the
      transaction when the sale and financing agreements are finalized.

      The Registrant  declared a cash  distribution  to the limited  partners of
      $2,112,468  for the quarter ended March 31, 1998 (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
      comparable  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  $565,225  for  the  period   representing  an  increase  over
      participating  rentals of $531,517 for the  comparable  period in 1997. On
      June 1, 1996, CFJ Properties (the  Registrant's only lessee) curtailed its
      relationship  with a large third party  billing  company for the  trucking
      industry.  The billing company requested changes to its contract that were
      unacceptable  to  CFJ  Properties'   management  due  to  the  significant
      long-term  ramifications of the proposed change on CFJ Properties'  future
      business.  This resulted in reduced volume and margins,  which contributed
      to low  participating  rental revenues in the quarter ended March 31, 1997
      as compared to the quarter ended March 31, 1998. Total expenses  decreased
      by $149,497  during the period as  compared  to the prior  period due to a
      decrease  in  depreciation  expense  related  to the sale of travel  plaza
      equipment in the last twelve months.

      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, 1998
                         ------------------------------





                                     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  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: May 11, 1998                 By /s/ John Barravecchia
                               -------------------------------------------------
                               John Barravecchia, Chief Financial Officer
<PAGE>
                                   SIGNATURES
                                   ----------

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

                             FFCA INVESTOR SERVICES CORPORATION 88-C




Date: May 11, 1998                 By /s/ John Barravecchia
                               -------------------------------------------------
                               John Barravecchia, President