31.2  THE
        RULE 15d-14(a)





I, Kimberly A. Springsteen,  certify that:





1. I have reviewed this  quarterly report on Form 10-Q of Commonwealth Income & Growth Fund II (the  Registrant);





2. Based on my knowledge, this  report does not contain any untrue statement of a material fact or omit to  state a material fact necessary to make the statements made, in light of the  circumstances under which such statements were made, not misleading with  respect to the period covered by this report;





3. Based on my knowledge, the  financial statements, and other financial information included in this report,  fairly present in all material respects the financial condition, results of  operations and cash flows of the Registrant as of, and for, the periods  presented in this report;





4. The Registrants other  certifying officer(s) and I are responsible for establishing and maintaining  disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e)  and 15d-15(e)) and internal control over financing reporting (as defined in  Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:


| | a) Designed    such disclosure controls and procedures, or caused such disclosure controls    and procedures to be designed under our supervision, to ensure that material    information relating to the Registrant, including its consolidated    subsidiaries, is made known to us by others within those entities,    particularly during the period in which this report is being prepared;          
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| | b) Designed    such internal control over financial reporting, or caused such internal    control over financial reporting to be designed under our supervision, to    provide reasonable assurance regarding the reliability of financial reporting    and the preparation of financial statements for external purposes in    accordance with generally accepted accounting principals;                 
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| | (c)    Evaluated the effectiveness of the registrants disclosure controls and    procedures and presented in this report our conclusions about the    effectiveness of the disclosure controls and procedures, as of the end of the    period covered by this report based on such evaluation; and                                                                                                       
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| | (d) Disclosed    in this report any change in the registrants internal control over financial    reporting that occurred during the registrants most recent fiscal quarter    (the registrants fourth fiscal quarter in the case of an annual report) that    has materially affected, or is reasonably likely to materially affect, the    registrants internal control over financial reporting; and




5.  The registrants other certifying officer(s) and I have  disclosed, based on our most recent evaluation of internal control over  financial reporting, to the registrants auditors and the audit committee of  the registrants board of directors (or persons performing the equivalent  functions):





| | (a) All    significant deficiencies and material weaknesses in the design or operation    of internal control over financial reporting which are reasonably likely to    adversely affect the registrants ability to record, process, summarize and    report financial information; and
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| | (b) Any    fraud, whether or not material, that involves management or other employees    who have a significant role in the registrants internal control over    financial reporting.                                                                                                  




/s/          KIMBERLY A. SPRINGSTEEN





Kimberly A. Springsteen  Principal Financial Officer


November 10, 2003