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


                                   FORM 10-Q/A

(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 1934

    FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2000

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

                        Commission File Number: 33-69996

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

         Pennsylvania                                   23-2795120
-------------------------------                  ----------------------
(State or other jurisdiction of                     (I.R.S. Employer
 incorporation or organization)                  Identification Number)

                            1160 West Swedesford Road
                           Berwyn, Pennsylvania 19312
          -------------------------------------------------------------
          (Address, including zip code, of principal executive offices)

                                 (610) 647-6800
               ---------------------------------------------------
               (Registrant's telephone number including area code)

         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 [ ]




<PAGE>
                      Commonwealth Income & Growth Fund II
                                  Balance Sheet
<TABLE>
<CAPTION>

                                                                            (Restated & Unaudited)
                                                                          June 30,        December 31,
                                                                            2000              1999
                                                                       --------------------------------
<S>                                                                           <C>                <C>
Assets

Cash and cash equivalents                                                $   225,065        $    52,323
Lease income receivable                                                      543,010            300,507
Accounts receivable - General Partner                                          9,715             34,918
Other receivables and deposits                                                64,689             30,689
                                                                       --------------------------------
                                                                             842,479            418,437
                                                                       --------------------------------

Computer Equipment, at cost                                               13,765,853         15,099,876
Accumulated depreciation                                                 (8,803,511)        (8,294,526)

                                                                       --------------------------------
                                                                           4,962,342          6,805,350
                                                                       --------------------------------

Equipment acquisition costs and deferred expenses, net                       145,615            232,635
                                                                       --------------------------------

Total assets                                                             $ 5,950,436        $ 7,456,422
                                                                       ================================

Liabilities and Partners' Capital

Liabilities

Accounts payable                                                         $   323,810        $    87,558
Unearned lease income                                                        157,231            162,934
Notes payable                                                              2,160,896          3,326,191

                                                                       --------------------------------
Total liabilities                                                          2,641,937          3,576,683
                                                                       --------------------------------

Partners' Capital

General partner                                                                1,000              1,000
Limited partners                                                           3,307,499          3,878,739

                                                                       --------------------------------
Total partners' capital                                                    3,308,499          3,879,739
                                                                       --------------------------------

Total Liabilities and partners' capital                                  $ 5,950,436        $ 7,456,422
                                                                       ================================
</TABLE>


                 see accompanying notes to financial statements
<PAGE>
                      Commonwealth Income & Growth Fund II
                              Statements of Income
<TABLE>
<CAPTION>
                                                                                    (Restated & Unaudited)
                                                                       Three Months Ended             Six Months Ended
                                                                            June 30,                      June 30,
                                                                       2000           1999           2000           1999
                                                                    ----------------------------------------------------------
<S>                                                                        <C>            <C>          <C>           <C>
Income:
Lease                                                                 $1,082,858     $1,157,489     $2,207,606     $2,291,382
Interest and other                                                         1,145          2,685          3,269          4,112
                                                                    ---------------------------------------------------------

Total income                                                           1,084,003      1,160,174      2,210,875      2,295,494
                                                                    ---------------------------------------------------------

Expenses:

Operating, excluding depreciation                                         20,777         84,339         82,080        111,700
Equipment management fee - General Partner                                65,599         64,636        125,877        121,331
Interest                                                                  44,333         77,810         98,426        160,588
Depreciation                                                             949,031        989,295      1,887,382      1,964,032
Amortization of organization costs, equipment
  acquisition costs and deferred expenses                                 47,142         57,239        100,579        116,454
Loss on sale of computer equipment                                        18,507              -         26,011              -


                                                                    ------------  -------------  -------------  -------------
Total expenses                                                         1,145,389      1,273,319      2,320,355      2,474,105
                                                                    ------------  -------------  ------------   -------------

Net (loss)                                                            $ (61,386)     $(113,145)     $(109,480)     $(178,611)
                                                                    ============  =============  =============  =============

Net (loss) per equivalent limited
  partnership unit                                                    $   (0.13)     $   (0.24)     $   (0.24)     $   (0.39)
                                                                    ============  =============  =============  =============

Weighted Average number of equivalent limited
partnership units outstanding during the period                          461,817        461,817        461,817        461,817
                                                                    ============  =============  =============  =============
</TABLE>

                 see accompanying notes to financial statements
<PAGE>
                      Commonwealth Income & Growth Fund II
                         Statement of Partners' Capital
<TABLE>
<CAPTION>
                                                                          For the Six Months ended June 30, 2000

                                                                                 (Restated and Unaudited)

                                              General           Limited
                                              Partner           Partner           General          Limited
                                               Units             Units            Partner          Partner             Total
                                              ----------------------------------------------------------------------------------
<S>                                              <C>               <C>               <C>               <C>              <C>
Partners' capital - December 31, 1999            50             461,817           $ 1,000         $3,878,739          $3,879,739

  Net Income (loss)                                                                 4,561          (114,041)           (109,480)
  Distributions                                                                   (4,561)          (457,199)           (461,760)
                                              ----------------------------------------------------------------------------------
Partners' capital - June 30, 2000                50             461,817           $ 1,000         $3,307,499         $ 3,308,499
                                              =========================        ==========     ==============      ==============

</TABLE>



                 see accompanying notes to financial statements
<PAGE>

                      Commonwealth Income & Growth Fund II
                             Statement of Cash Flows
                 For the Six Months Ended June 30, 2000 and 1999
                                   PAGE 1 of 2
<TABLE>
<CAPTION>
                                                                  For the Six Months
                                                                    Ended June 30,
                                                                (Restated & Unaudited)
                                                                2000                1999
                                                             --------------------------------

<S>                                                               <C>                 <C>
Operating activities
Net (loss)                                                   $ (109,480)          $ (178,431)
Adjustments to reconcile net (loss) to net cash
provided by operating activities:
Depreciation and amortization                                  1,987,961            2,080,487
Loss on sale of computer equipment                                18,507                    -
Other noncash activities included in
determination of net income                                  (1,301,819)          (1,296,733)
Changes in operating assets and liabilities:
(Increase) decrease in lease income receivable                 (242,503)               98,231
(Increase) in other receivables                                 (34,000)             (10,629)
Increase (decrease) in accounts payable                          236,252             (40,601)
Increase in accounts payable -
General Partner                                                   25,203               19,010
(Decrease) in unearned lease income                              (5,703)             (15,885)

                                                             --------------------------------

Net cash provided by operating activities                        574,418              655,449
                                                             --------------------------------

Investing activities:

Capital Expenditures                                            (20,976)             (90,014)
Net proceeds from the sale of Computer equipment                  94,619                    -
Equipment acquisition fees paid to General Partner              (12,194)             (27,951)

                                                             --------------------------------

Net cash (used in) provided by investing activities               61,449            (117,965)
                                                             --------------------------------
</TABLE>
<PAGE>

                      Commonwealth Income & Growth Fund II
                             Statement of Cash Flows
                 For the Six Months Ended June 30, 2000 and 1999
                                   PAGE 2 of 2
<TABLE>
<CAPTION>
                                                                         For the Six Months
                                                                           Ended June 30,

                                                                         2000           1999
                                                                      --------------------------
                                                                       (Restated & Unaudited)

<S>                                                                         <C>            <C>
Financing activities:
Distributions to partners - net                                         (461,760)     (466,454)
Debt Placement Fee paid to General Partner                                (1,365)       (7,290)
                                                                      -------------------------
Net cash provided by (used in) financing activities                     (463,125)     (473,744)

Net increase (decrease) in cash and cash equivalents                      172,742        63,740
Cash and cash equivalents, beginning of period                             52,323       136,208

                                                                      -----------  ------------

Cash and cash equivalents, end of period                                $ 225,065      $199,948
                                                                      ===========  ============
</TABLE>



                 see accompanying notes to financial statements

<PAGE>

                          NOTES TO FINANCIAL STATEMENTS


1. Business

Commonwealth Income & Growth Fund II (the "Partnership") is a limited
partnership organized in the Commonwealth of Pennsylvania to acquire, own and
lease various types of computer peripheral equipment and other similar capital
equipment, which will be leased primarily to U.S. corporations and institutions.
The Partnership's General Partner is Commonwealth Income & Growth Fund, Inc.
(the "General Partner"), a Pennsylvania corporation which is an indirect wholly
owned subsidiary of Commonwealth Capital Corp. Approximately ten years after the
commencement of operations, the Partnership intends to sell or otherwise dispose
of all of its computer equipment, make final distributions to partners, and to
dissolve. Unless sooner terminated, the Partnership will continue until December
31, 2006.

2. Summary of Significant Accounting Policies

Basis of Presentation

The financial information presented as of any date other than December 31 has
been prepared from the books and records without audit. Financial information as
of December 31 has been derived from the audited financial statements of
Commonwealth Income & Growth Fund II (the "Partnership"), but does not include
all disclosures required by generally accepted accounting principles. In the
opinion of management, all adjustments, consisting only of normal recurring
adjustments, necessary for a fair presentation of the financial information for
the periods indicated have been included. For further information regarding the
Partnership's accounting policies, refer to the financial statements and related
notes included in the Partnership's annual report on Form 10-K for the year
ended December 31, 1999. Operating results for the six-month period ended June
30, 2000 are not necessarily indicative of financial results that may be
expected for the full year ended December 31, 2000.

Restatement of Prior Periods

The statement of operations and cash flows for the six-month period ended June
30, 2000 have been adjusted to properly reflect the correction of misapplied
proceeds from the sale of computer equipment by decreasing revenues $77,000 and
decreasing the gain on sale of computer equipment of approximately $55,000.

Revenue Recognition

Through June 30, 2000, the Partnership has only entered into operating leases.
Lease revenue is recognized on a monthly basis in accordance with the terms of
the operating lease agreements.

<PAGE>
Use of Estimates

The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.

Long-Lived Assets

The Partnership evaluates its long-lived assets when events or circumstances
indicate that the value of the asset may not be recoverable. The Partnership
determines whether an impairment exists by estimating the undiscounted cash
flows to be generated by each asset. If the estimated undiscounted cash flows
are less than the carrying value of the asset then an impairment exists. The
amount of the impairment is determined based on the difference between the
carrying value and the fair value. The fair value is determined based on
estimated discounted cash flows to be generated by the asset. As of June 30,
there is no impairment.

Depreciation on computer equipment for financial statement purposes is based on
the straight-line method over estimated useful lives of four years.

Intangible Assets

Equipment acquisition costs and deferred expenses, are amortized on a
straight-line basis over two- to-five year lives. Unamortized acquisition fees
are charged to amortization expense when the associated leased equipment is
sold.

Cash and Cash Equivalents

The Company considers all highly liquid investments with a maturity of three
months or less to be cash equivalents. At June 30, 2000, cash equivalents were
invested in a money market fund investing directly in Treasury obligations.

Income Taxes

The Partnership is not subject to federal income taxes; instead, any taxable
income (loss) is passed through to the partners and included on their respective
income tax returns.

<PAGE>

Taxable income differs from financial statement net income as a result of
reporting certain income and expense items for tax purposes in periods other
than those used for financial statement purposes, principally relating to
depreciation, amortization, and lease income.

Offering Costs

Offering costs are payments for selling commissions, dealer manager fees,
professional fees and other offering expenses relating to the syndication.
Selling commissions are 7% of the partners' contributed capital and dealer
manager fees are 2% of the partners' contributed capital. These costs are
deducted from partnership capital in the accompanying financial statements.

Net Income (Loss) Per Equivalent Limited Partnership Unit

The net income (loss) per equivalent limited partnership unit is computed based
upon net income (loss) allocated to the limited partners and the weighted
average number of equivalent units outstanding during the year.

3. Computer Equipment

The Partnership is the lessor of equipment under operating leases with periods
ranging from 22 to 48 months. In general, associated costs such as repairs and
maintenance, insurance and property taxes are paid by the lessee.

The following is a schedule of future minimum rentals on noncancellable
operating leases at June 30, 2000:

                                                                   Amount
------------------------------------------------------------------------------
  Six Months ended December 31, 2000                            $ 1,332,000
  Year Ended December 31, 2001                                    1,499,000
  Year Ended December 31, 2002                                      204,000
  Year Ended December 31, 2003                                       13,000
------------------------------------------------------------------------------

                                                                $ 3,048,000
==============================================================================

<PAGE>



4. Notes Payable

Notes payable consisted of the following:

                                                 June 30,        December 31,
--------------------------------------------------------------------------------
                                                     2000                1999

Installment notes payable to banks; interest
ranging from 6.4% to 8.2%, due in monthly
installments ranging from $3,976 to $33,736,
including interest, with final payments due
from February through December 2000.          $   347,265         $   962,099

Installment notes payable to banks; interest
ranging from 6.35% to 8.5%, due in monthly
installments ranging from $4,209 to $33,736,
including interest, with final payments due
from February through December 2001.            1,053,942           1,556,434

Installment notes payable to banks; interest
ranging from 7.75% to 9.75%, due in monthly
installments ranging from $2,578 to $35,630,
including interest, with final payments due
from January through September 2002.              634,156             807,658

Installment notes payable to banks; interest
of 7.75% due in monthly installments of
$4,236, including interest, with final
payments due in March, 2003                       125,533                   -
-----------------------------------------------------------------------------

                                              $ 2,160,896         $ 3,326,191
                                              ===========         ===========


These notes are secured by specific computer equipment and are nonrecourse
liabilities of the Partnership.
<PAGE>




5. Supplemental Cash Flow Information

Other noncash activities included in the determination of net loss are as
follows:

Quarter ended June 30,                                      2000         1999
-----------------------------------------------------------------------------

Lease income, net of interest expense on
     notes payable realized as a result of direct
     payment of principal by lessee to bank               $638,184   $660,148

-----------------------------------------------------------------------------

No interest or principal on notes payable was paid by the Partnership because
direct payment was made by lessee to the bank in lieu of collection of lease
income and payment of interest and principal by the Partnership.


Quarter ended June 30,                                      2000        1999
----------------------------------------------------------------------------

Debt assumed in connection with purchase of computer
equipment
                                                          $136,524   $     -

----------------------------------------------------------------------------



Item 2: Management's Discussion and Analysis of Financial Condition and Results
        of Operations


Liquidity and Capital Resources


The Partnership's primary sources of capital for the six months ended June 30,
2000 and 1999 were from cash from operations of $574,000 and $655,000,
respectively. The primary uses of cash for the six months ended June 30, 2000,
and 1999, were for capital expenditures for new equipment totaling $21,000 and
$90,000, respectively, the payment of preferred distributions to partners of
$462,000 and $466,000, respectively, the payment of acquisition fees of $12,000
and $28,000, respectively, and the payment of finance fees of $1,000 and $7,000,
respectively.

For the three month period ended June 30, 2000, the Partnership generated cash
flows from operating activities of $393,000, which includes a net loss of
$61,000, and depreciation and amortization expenses of $999,000. Other noncash
activities included in the determination of net income include direct payments
of lease income by lessees to banks of $638,000.


<PAGE>

For the three month period ended June 30, 1999, the Partnership generated cash
flows from operating activities of $306,000, which includes net loss of
$113,000, and depreciation and amortization expenses of $1,047,000. Other
noncash activities included in the determination of net income include direct
payments of lease income by lessees to banks of $660,000.

Cash is invested in money market accounts that invest directly in treasury
obligations pending the Partnership's use of such funds to purchase additional
computer equipment, to pay Partnership expenses or to make distributions to the
Partners. At June 30, 2000, the Partnership had approximately $134,000 invested
in these money market accounts.

The Partnership's investment strategy of acquiring computer equipment and
generally leasing it under "triple-net leases" to operators who generally meet
specified financial standards minimizes the Partnership's operating expenses. As
of June 30, 2000, the Partnership had future minimum rentals on non-cancelable
operating leases of $1,332,000 for the balance of the year ending December 31,
2000 and $1,716,000 thereafter. At June 30, 2000, the outstanding debt was
$2,161,000, with interest rates ranging from 6.4% to 9.8%, and will be payable
through March, 2003.

The Partnership's cash from operations is expected to continue to be adequate to
cover all operating expenses, liabilities, and preferred distributions to
Partners during the next 12-month period. If available Cash Flow or Net
Disposition Proceeds are insufficient to cover the Partnership expenses and
liabilities on a short and long term basis, the Partnership will attempt to
obtain additional funds by disposing of or refinancing Equipment, or by
borrowing within its permissible limits. The Partnership may also reduce the
distributions to its Partners if it deems necessary. Since the Partnership's
leases are on a "triple-net" basis, no reserve for maintenance and repairs are
deemed necessary.


Results of Operations


 For the quarter ended June 30, 2000, the Partnership recognized income of
$1,084,000 and expenses of $1,145,000, resulting in net loss of $61,000. For the
quarter ended June 30, 1999, the Partnership recognized income of $1,160,000 and
expenses of $1,273,000, resulting in net loss of $113,000.

Lease income decreased by 6% to $1,083,000 for the quarter ended June 30, 2000,
from $1,157,000 for the quarter ended June 30, 1999, primarily due to the fact
that more lease agreements ended than new lease agreements acquired since the
quarter ended June 30, 1999.

Interest income decreased 57% to $1,100 for the quarter ended June 30, 2000 from
$2,700 for the quarter ended June 30, 1999, primarily due to lower monthly
average balance in the money market accounts.

<PAGE>

Operating expenses, excluding depreciation, primarily consist of accounting,
legal, and outside service fees. The expense decreased 75% to approximately
$21,000 for the quarter ended June 30, 2000, from $84,000 for the quarter ended
June 30, 1999, which is primarily attributable to a decrease in reimbursable
expenses related to the administration and operation of the Partnership charged
by Commonwealth Capital Corp., a related party.

The equipment management fee is equal to 5% of the gross lease revenue
attributable to equipment that is subject to operating leases. The equipment
management fee was $66,000 and $65,000 for the quarters ended June 30, 2000 and
1999, respectively.

Depreciation and amortization expenses consist of depreciation on computer
equipment, amortization of organizational costs, and equipment acquisition fees.
The expenses decreased approximately 5% to $996,000 for the quarter ended June
30, 2000, from $1,047,000 for the quarter ended June 30, 1999 primarily due to
older equipment becoming fully depreciated and certain acquisition fees being
fully amortized.

The Partnership sold computer equipment with a net book value of $80,000 for the
quarter ended June 30, 2000, for a net loss of $19,000.

Interest expense decreased 43% to approximately $44,000 for the quarter ended
June 30, 2000, from $78,000 for the quarter ended June 30, 1999 due to the
payoff of certain notes payables.


Part II:   OTHER INFORMATION



                  Commonwealth Income & Growth Fund II



     Item 1.       Legal Proceedings.

                   Inapplicable

     Item 2.       Changes in Securities.

                   Inapplicable

     Item 3.       Defaults Upon Senior Securities.

                   Inapplicable

     Item 4.       Submission of Matters to a Vote of Securities Holders.

                   Inapplicable

<PAGE>

     Item 5.       Other Information.

                   Inapplicable


     Item 6.       Exhibits and Reports on Form 8-K.

                   a)       Exhibits:   None

                   b)       Report on Form 8-K:   None

     Item 7.A      QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

                      The Partnership believes its exposure to market
                   risk is not material due to the fixed interest rate
                   of its long-term debt.





                                    SIGNATURE


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, thereunto duly authorized.



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




                                      By:
------------------                       ------------------------
Date                                  George S. Springsteen
                                      President