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 Pension and Income Fund L.P. II
        (Exact name of registrant as specified in its charter)

        Delaware                  0-21604               36-3644837
    (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 and 1997. 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 year ended December 31, 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 report on the financial  statements  for the year ended  December 31,
1996 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., II,
                                General Partner



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