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

                                    FORM 8-K/A

                                 CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

          Date of Report: (Date of Earliest Event Reported):
                                 March 20, 1999

                 COMMON GOAL HEALTH CARE PARTICIPATING
                                MORTGAGE FUND LP
             (Exact name of registrant as specified in its charter)

        Delaware                  0-17600               52-1475268
    (State or other          (Commission File         (IRS Employer
    jurisdiction of               Number)          Identification No.)
     incorporation)

            215 Main Street,  Penn Yan, NY           14527
      (Address of principal executive offices)     (Zip Code)

  Registrant's telephone number, including area code: (315) 536-5985

Item 4. Changes in Registrant's Certifying Accountant

On March 20, 1999, the Registrant  engaged the accounting firm of Ehrhardt Keefe
Steiner & Hottman PC ("EKS&H") as its principal independent accountants to audit
the Registrant's  financial  statements for its fiscal years ending December 31,
1998. The appointment of new  independent  accountants was approved by the Audit
Committee and Board of Directors of the  Registrant.  The Company  dismissed its
former  independent  accountants,  KPMG LLP effective  with the  appointment  of
EKS&H.

Prior  to the  appointment  of  EKS&H,  management  of the  Registrant  had  not
consulted with EKS&H.

During  the  fiscal  years  ended  December  31,  1997 and 1996,  there  were no
disagreements with the former accountants on any matter of accounting principles
or practices,  financial statement  disclosures,  or auditing scope or procedure
which would have caused the former accountants to make reference in their report
to such disagreements if not resolved to their satisfaction.

KPMG LLP's reports on the financial  statements for the years ended December 31,
1997 and 1996 have  contained no adverse  opinion or  disclaimer  of opinion and
were not modified as to uncertainty, audit scope or accounting principles.

The  Registrant  has  provided  KPMG  LLP  with a copy  of this  disclosure  and
requested that KPMG LLP furnish it with a letter addressed to the Securities and
Exchange  Commission  stating whether it agrees with the above  statements.  The
Registrant will file an amended 8-K with the aforementioned  letter upon receipt
from KPMG LLP.






                                   SIGNATURES

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


                          Common Goal  Health  Care  Pension and Income
                          Fund LP II
                          By:  Common Goal Capital Group, Inc.,
                                General Partner



Date: April 2, 1999       By:  /s/ Albert E. Jenkins III
                                   Albert E. Jenkins III, Chairman and
                                   Chief Executive Officer