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


                                   FORM 10-K/A

(X) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 (FEE REQUIRED) FOR THE FISCAL YEAR ENDED DECEMBER 31, 2005

( ) TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934

                        Commission File Number: 033-89476

                      COMMONWEALTH INCOME & GROWTH FUND II
             (Exact name of registrant as specified in its charter)

         Pennsylvania                                  23-2785120
(State or other jurisdiction of          (I.R.S. Employer Identification Number)
incorporation or organization)

                               470 John Young Way
                                 Exton, PA 19341
          (Address, including zip code, of principal executive offices)

                                 (610) 594-9600
               (Registrant's telephone number including area code)


           Securities registered pursuant to Section 12(b) of the Act:

                   Title of each class to           Name of exchange on
                      be so registered                which each class
                                                    is to be registered

                            None                             N/A
                            ----                             ---

           Securities registered pursuant to Section 12(g) of the Act:

                      Units of Limited Partnership Interest
                      -------------------------------------
                                (Title of Class)



         Indicate by check mark whether the registrant (i) 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, and (ii) has been subject to such filing
requirements for the past 90 days: YES [X] NO [ ]

         Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, to the best of Registrant's
knowledge, in definitive proxy or information statements incorporated by
reference in Part III of this Form 10-K or any amendment to this Form 10-K:
YES  [X]  NO   [ ]




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         Indicate by check mark whether the registrant is an accelerated filer
(as defined in Rule 12c-2 of the Act): YES [ ] NO [X]

         Indicate by check mark whether the registrant is a shell company (as
defined in Rule 12b-2 of the Act): YES [ ] NO [X]

         Aggregate Market Value of Voting and Non-Voting Common Equity Held by
non-affiliates of the Registrant: N/A

         Indicate by check mark if the registrant is a well-known seasoned
issuer, (as defined in Rule 405 of the Act): YES [ ] NO [X]














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EXPLANATORY STATEMENT


This filing by Commonwealth Income & Growth Fund II ("Fund") on Form 10-K/A is
intended to correct a typographical error in the Fund's Statement of Changes in
Net Assets in Liquidation, included in the Fund's original filing on March 31,
2006. The Fund's prior filing on Form 10-K is amended solely for this matter.


















                                                                               3
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<TABLE>
<CAPTION>


                                     COMMONWEALTH INCOME & GROWTH FUND II
                               STATEMENT OF CHANGES IN NET ASSETS IN LIQUIDATION


              For the period April 1 to December 31,                                    2005
              ------------------------------------------------------------------------------------
              <S>                                                          <C>
              Net Assets in liquidation - beginning                        $         (34,651)

              Lease income                                                            52,626
              Interest and other                                                        (407)
              Gain on sale of computer equipment                                      37,640

              Operating, excluding depreciation                                      (94,865)
              Equipment management fee - General Partner                              (3,531)
              Interest                                                                (2,675)
              Depreciation and amortization                                         (209,899)

              Distributions to Investors                                            (161,099)
              Contributions from CCC                                                 416,861
              ------------------------------------------------------------------------------------

              Changes in estimated liquidation values
                      of assets and liabilities                                       34,651
              ------------------------------------------------------------------------------------

              NET ASSETS IN LIQUIDATION - ENDING                           $              --
              ====================================================================================

                                                   See accompanying notes to financial statements.



                                                                                                 4
</TABLE>
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                                   SIGNATURES

         Pursuant to the requirements of Section 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Amendment to its
previously filed Form 10-K to be signed on its behalf April 7, 2006 by the
undersigned thereunto duly authorized.

                                   COMMONWEALTH INCOME & GROWTH FUND II
                                   By:  COMMONWEALTH INCOME &
                                        GROWTH FUND, INC., General Partner

                                   By:  /s/ George S. Springsteen
                                        -------------------------
                                        George S. Springsteen, Chief Executive
                                        Officer


         Pursuant to the requirements of the Securities Exchange Act of 1934,
this Amendment to its previously filed Form 10-K has been signed below by the
following persons on behalf of the Registrant and in the capacities indicated on
April 7, 2006.
<TABLE>
<CAPTION>
SIGNATURE                                            CAPACITY
---------                                            --------
<S>                                 <C>
/s/ GEORGE S. SPRINGSTEEN           Chairman, Chief Executive Officer, and Sole Director of
-------------------------           Commonwealth Income & Growth Fund, Inc.
George S. Springsteen

/s/ KIMBERLY A. SPRINGSTEEN         President, Chief Operating
---------------------------         Officer and Secretary
Kimberly A. Springsteen
</TABLE>


















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