UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                 SEC FILE NUMBER
                                     0-21604
                                   FORM 12B-25

                           NOTIFICATION OF LATE FILING

    (CHECK ONE): [ ] FORM 10-K & FORM 10-KSB [ ] FORM 20-F [ ] FORM 11-K [ ]
                 [X] FORM 10-Q & FORM 10-QSB [ ] FORM N-SAR

                        FOR PERIOD ENDED: MARCH 31, 2001
                       [ ] TRANSITION REPORT ON FORM 10-K
                       [ ] TRANSITION REPORT ON FORM 20-F
                       [ ] TRANSITION REPORT ON FORM 11-K
                       [ ] TRANSITION REPORT ON FORM 10-Q
                       [ ] TRANSITION REPORT ON FORM N-SAR
          FOR THE TRANSITION PERIOD ENDED: ____________________________

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    READ INSTRUCTIONS (ON PAGE 3) BEFORE PREPARING FORM. PLEASE PRINT OR TYPE
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      NOTHING IN THIS FORM SHALL BE CONSTRUED TO IMPLY THAT THE COMMISSION
                 HAS VERIFIED ANY INFORMATION CONTAINED HEREIN.

 IF THE NOTIFICATION RELATES TO A PORTION OF THE FILING CHECKED ABOVE, IDENTIFY
                 THE ITEM(S) TO WHICH THE NOTIFICATION RELATES:

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                         PART I - REGISTRANT INFORMATION
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                             FULL NAME OF REGISTRANT

             COMMON GOAL HEALTH CARE PENSION AND INCOME FUND L.P. II
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                            FORMER NAME IF APPLICABLE


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            ADDRESS OF PRINCIPAL EXECUTIVE OFFICE (STREET AND NUMBER)

                        1100 OCEAN SHORE BLVD., SUITE 10
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                            CITY, STATE AND ZIP CODE

                           ORMOND BEACH, FLORIDA 32176
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PART II - RULES 12b-25(b) AND (c)

If the subject report could not be filed without  unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate)

          (a)  The  reasons  described  in detail in Part III of this form could
               not be eliminated without unreasonable effort or expense;

 [X]      (b)  The subject annual report,  semi-annual report, transition report
               on Form 10-K, Form 20-F,  11-K,  Form N-SAR, or portion  thereof,
               will be filed on or before the  fifteenth  calendar day following
               the  prescribed  due date;  or the  subject  quarterly  report of
               transition  report on Form 10-Q, or portion thereof will be filed
               on or before the fifth  calendar day following the prescribed due
               date; and

          (c)  The  accountant's  statement  or other  exhibit  required by Rule
               12b-25(c) has been attached if applicable.

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PART III - NARRATIVE
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State below in reasonable  detail the reasons why the Form 10-K and Form 10-KSB,
20-F, 11-K, 10-Q and 10-QSB, N-SAR, or the transition report or portion thereof,
could not be filed within the prescribed time period.

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The Form 10-QSB could not be filed  within the  prescribed  time period  because
information with respect to the anticipated  refinancings of mortgage loans held
by the Registrant was not available.

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PART IV - OTHER INFORMATION
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(1)  Name  and  telephone  number  of  person  to  contact  in  regard  to  this
     notification:

     Albert E. Jenkins, III         904                          441-6633
     ----------------------         ---                          --------
         (Name)                (Area Code)                (Telephone Number)

(2)  Have all other periodic  reports  required under Section 13 or 15(d) of the
     Securities Exchange Act of 1934 or Section 30 of the Investment Company Act
     of 1940 during the preceding 12 months (or for such shorter period that the
     registrant was required to file such reports) been filed?  If answer is no,
     identify report(s).
                                                                 [X] Yes [ ] No


(3)  Is it anticipated that any significant change in results of operations from
     the corresponding  period for the last fiscal year will be reflected by the
     earnings statements to be included in the subject report or portion hereof?

                                                                 [ ] Yes [X] No

     If so, attach an explanation of the anticipated  change,  both  narratively
     and quantitatively, and, if appropriate, state the reasons why a reasonable
     estimate of the results cannot be made.



              Common Goal Health Care Pension and Income Fund L.P. II
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                  (Name of Registrant as Specified in Charter)

has  caused  this  notification  to be signed on its  behalf by the  undersigned
hereunto duly authorized.


Date:    May 15, 2001                            By: /s/ Albert E.Jenkins, III
      --------------------------------------         ---------------------------
                                                     Principal Executive Officer

INSTRUCTION:   The form may be signed by an executive  officer of the registrant
               or by any other  fully  authorized  representative.  The name and
               title of the  person  signing  the form shall be typed or printed
               beneath the  signature.  If the  statement is signed on behalf of
               the  registrant  by an authorized  representative  (other than an
               executive officer), evidence of the representative's authority to
               sign on behalf of the registrant shall be filed with the form.