<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 SEPTEMBER 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)
                                                                      September 30,        December 31,
                                                                          2000                 1999
                                                                      --------------------------------

Assets

<S>                                                                   <C>                    <C>
Cash and cash equivalents                                             $  211,584            $   52,323
Lease income receivable                                                  397,018               300,507
Accounts receivable - General Partner                                     36,793                34,918
Other receivables and deposits                                            59,409                30,689
                                                                      ---------------------------------
                                                                         704,804               418,437
                                                                      ---------------------------------

Computer Equipment, at cost                                           12,496,944            15,099,876
Accumulated depreciation                                              (8,581,100)           (8,294,526)

                                                                      ---------------------------------
                                                                       3,915,844             6,805,350
                                                                      ---------------------------------

Equipment acquisition costs and deferred expenses, net                   113,180               232,635
                                                                      ---------------------------------

Total assets                                                          $4,733,828            $7,456,422
                                                                      =================================

Liabilities and Partners' Capital

Liabilities

Accounts payable                                                      $   94,514            $   87,558
Accounts payable - General Partner                                         4,508                     -
Unearned lease income                                                     31,144               162,934
Notes payable                                                          1,587,298             3,326,191

                                                                      ---------------------------------
Total liabilities                                                      1,717,464             3,576,683
                                                                      ---------------------------------

Partners' Capital

General partner                                                            1,000                 1,000
Limited partners                                                       3,015,364             3,878,739

                                                                      ---------------------------------
Total partners' capital                                                3,016,364             3,879,739
                                                                      ---------------------------------

Total Liabilities and partners' capital                               $4,733,828            $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            Nine Months Ended
                                                                September 30,                 September 30,
                                                              2000          1999           2000           1999
                                                         --------------------------------------------------------
<S>                                                      <C>            <C>            <C>            <C>
Income:
Lease                                                     $1,000,560    $1,160,498     $3,208,166     $3,451,880
Interest and other                                             1,161         3,102          4,430          7,214
                                                         --------------------------------------------------------
Total income                                               1,001,721     1,163,600      3,212,596      3,459,094
                                                         --------------------------------------------------------

Expenses:
Operating, excluding depreciation                             52,236        80,268        134,316        191,968
Equipment management fee - General Partner                    50,028        57,525        175,905        178,856
Interest                                                      34,704        66,654        133,130        227,242
Depreciation                                                 835,013       893,264      2,722,395      2,857,296
Amortization of organization costs, equipment
  acquisition costs and deferred expenses                     32,436        56,361        133,015        172,815
Loss on sale of computer equipment                            58,535         8,447         84,546          8,447
                                                         --------------------------------------------------------
Total expenses                                             1,062,952     1,162,519      3,383,307      3,636,624
                                                         --------------------------------------------------------

Net income (loss)                                         $  (61,231)   $    1,081     $ (170,711)    $ (177,530)
                                                         ========================================================

Net income (loss) per equivalent limited
  partnership unit                                        $    (0.13)   $      .01     $    (0.37)    $    (0.38)
                                                         ========================================================
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

                     For the Nine Months ended June 30, 2000

                            (Restated and Unaudited)
<TABLE>
<CAPTION>

                                                     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)                                                               6,841        (177,552)       (170,711)
  Distributions                                                                  (6,841)       (685,824)       (692,665)
                                               -------------------------------------------------------------------------
Partners' capital - September 30, 2000                    50        461,817     $ 1,000     $ 3,015,363     $ 3,016,363
                                               =========================================================================

</TABLE>

                 see accompanying notes to financial statements



<PAGE>


                      Commonwealth Income & Growth Fund II
                             Statement of Cash Flows
              For the Nine Months Ended September 30, 2000 and 1999
                                   PAGE 1 of 2
<TABLE>
<CAPTION>

                                                                      For the Nine Months
                                                                      Ended September 30,
                                                                    (Restated & Unaudited)
                                                                   2000                 1999
                                                              -----------------------------------

<S>                                                           <C>                 <C>
Operating activities
Net (loss)                                                      $  (170,711)         $  (177,530)
Adjustments to reconcile net (loss) to net cash
provided by operating activities:
Depreciation and amortization                                     2,855,410            3,030,111
Loss on sale of computer equipment                                   84,546                8,447
Other noncash activities included in
determination of net income                                      (1,875,417)          (1,899,504)
Changes in operating assets and liabilities:
(Increase) decrease in lease income receivable                      (96,511)                 155
(Increase) in other receivables                                     (28,720)             (10,629)
Increase (decrease) in accounts payable                               6,956               (3,588)
Increase in accounts payable -
General Partner                                                       2,633               14,510
(Decrease) in other accrued expenses                                      -              (42,000)
(Decrease) in unearned lease income                                (131,790)             (94,412)

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

Net cash provided by operating activities                           646,396              825,560
                                                              -----------------------------------

Investing activities:

Capital Expenditures                                                (40,425)             (90,015)
Net proceeds from the sale of Computer equipment                    259,514                8,952
Equipment acquisition fees paid to General Partner                  (12,195)              (7,290)

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

Net cash (used in) provided by investing activities                 206,894              (88,353)
                                                              -----------------------------------


</TABLE>



<PAGE>


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

                                                                       For the Nine Months
                                                                       Ended September 30,
                                                                        2000        1999
                                                                    ------------------------
                                                                     (Restated & Unaudited)

<S>                                                                 <C>           <C>
Financing activities:
Distributions to partners - net                                      (692,664)     (699,842)
Debt Placement Fee paid to General Partner                             (1,365)      (27,951)
                                                                    ------------------------

Net cash provided by (used in) financing activities                  (694,029)     (727,793)

Net increase (decrease) in cash and cash equivalents                  159,261         9,414
Cash and cash equivalents, beginning of period                         52,323       136,208
                                                                    ------------------------
Cash and cash equivalents, end of period                            $ 211,584     $ 145,622
                                                                    ========================


</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                 Basis of Presentation
        Significant
        Accounting                 The financial information presented as of any
        Policies                   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 September 30, 2000 are not
                                   necessarily indicative of financial results
                                   that may be expected for the full year ended
                                   December 31, 2000.
<PAGE>

                                   Restatement of Prior Periods

                                   The statement of operations and cash flows
                                   for the six-month period ended September 30,
                                   2000 have been adjusted to properly reflect
                                   the correction of misapplied proceeds from
                                   the sale of computer equipment increasing the
                                   loss on sale of computer equipment of
                                   approximately $34,000.

                                   Revenue Recognition

                                   Through September 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.

                                   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
                                   September 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.
<PAGE>

                                   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 September
                                   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.

                                   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                   The Partnership is the lessor of equipment
        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.
<PAGE>

                                   The following is a schedule of future minimum
                                   rentals on noncancellable operating leases at
                                   September 30, 2000:
<TABLE>
<CAPTION>

                                                                                    Amount
                                  ------------------------------------------------------------
                                  <S>                                         <C>
                                  Three Months ended December 31, 2000        $     574,000
                                  Year Ended December 31, 2001                    1,499,000
                                  Year Ended December 31, 2002                      204,000
                                  Year Ended December 31, 2003                       13,000
                                  ------------------------------------------------------------

                                                                              $   2,290,000
                                  ------------------------------------------------------------

</TABLE>





4.      Notes Payable              Notes payable consisted of the following:
<TABLE>
<CAPTION>

                                                                                   September 30,       December 31,
                                  ---------------------------------------------------------------------------------
                                                                                       2000                1999

                                  <S>                                              <C>                   <C>
                                  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.             $  130,909            $  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.                796,052             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.                545,147               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                         115,190                     -
                                  ---------------------------------------------------------------------------------

                                                                                   $1,587,298            $3,326,191
                                                                                   ================================


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

</TABLE>

<PAGE>



5.      Supplemental               Other  noncash  activities  included  in the
        Cash Flow                  determination  of net  loss are as follows:
        Information
<TABLE>
<CAPTION>

Quarter ended September 30,                                         2000               1999
----------------------------------------------------------------------------------------------

<S>                                                             <C>                <C>
Lease income, net of interest expense on
     notes payable realized as a result of direct
     payment of principal by lessee to bank                     $1,875,417         $1,866,386
Lease income paid to original lessor in lieu
     of cash payment for computer equipment acquired                     -             33,118
----------------------------------------------------------------------------------------------

Total adjustment to net loss from other
     noncash activities                                         $1,875,417         $1,899,504
----------------------------------------------------------------------------------------------
</TABLE>

                                   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.
<TABLE>
<CAPTION>


Quarter ended September 30,                                         2000               1999
----------------------------------------------------------------------------------------------

<S>                                                             <C>                <C>
Debt assumed in connection with purchase of computer
equipment                                                         $136,524           $608,755

----------------------------------------------------------------------------------------------
</TABLE>


<PAGE>



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 nine months ended September
30, 2000 and 1999 were from cash from operations of $646,000 and $826,000,
respectively. The primary uses of cash for the nine months ended September 30,
2000, and 1999, were for capital expenditures for new equipment totaling $40,000
and $90,000, respectively, the payment of preferred distributions to partners of
$693,000 and $700,000, respectively, the payment of acquisition fees of $12,000
and $7,000, respectively, and the payment of finance fees of $1,000 and $28,000,
respectively.

For the three month period ended September 30, 2000, the Partnership generated
cash flows from operating activities of $64,000, which includes a net loss of
$61,000, and depreciation and amortization expenses of $867,000. Other noncash
activities included in the determination of net income include direct payments
of lease income by lessees to banks of $574,000.

For the three month period ended September 30, 1999, the Partnership generated
cash flows from operating activities of $170,000, which includes net income of
$1,000, and depreciation and amortization expenses of $950,000. Other noncash
activities included in the determination of net income include direct payments
of lease income by lessees to banks of $603,000.

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 September 30, 2000, the Partnership had approximately $227,000
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 September 30, 2000, the Partnership had future minimum rentals on
non-cancelable operating leases of $574,000 for the balance of the year ending
December 31, 2000 and $1,716,000 thereafter. At September 30, 2000, the
outstanding debt was $1,587,000, 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.
<PAGE>

Results of Operations

 For the quarter ended September 30, 2000, the Partnership recognized income of
$1,002,000 and expenses of $1,063,000, resulting in net loss of $61,000. For the
quarter ended September 30, 1999, the Partnership recognized income of
$1,164,000 and expenses of $1,163,000, resulting in a net gain of $1,000.

Lease income decreased by 14% to $1,001,000 for the quarter ended September 30,
2000, from $1,161,000 for the quarter ended September 30, 1999, primarily due to
the fact that more lease agreements ended than new lease agreements acquired
since the quarter ended September 30, 1999.

Interest income decreased 63% to $1,200 for the quarter ended September 30, 2000
from $3,100 for the quarter ended September 30, 1999, primarily due to lower
monthly average balance in the money market accounts.

Operating expenses, excluding depreciation, primarily consist of accounting,
legal, and outside service fees. The expense decreased 35% to approximately
$52,000 for the quarter ended September 30, 2000, from $80,000 for the quarter
ended September 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 $50,000 and $58,000 for the quarters ended September 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 $867,000 for the quarter ended
September 30, 2000, from $950,000 for the quarter ended September 30, 1999
primarily due to older equipment becoming fully depreciated and certain
acquisition fees being fully amortized.

The Partnership sold computer equipment for the quarters ended September 30,
2000 and 1999 with a net book value of $211,000 and $57,000, respectively, for a
net loss of $59,000 and $8,000, respectively

Interest expense decreased 48% to approximately $35,000 for the quarter ended
September 30, 2000, from $67,000 for the quarter ended September 30, 1999 due to
the payoff of certain notes payables.
<PAGE>


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

         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.


<PAGE>



                                    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




May 31, 2001                      By:   /s/   George S. Springsteen
------------------                      ------------------------------
Date                                    George S. Springsteen
                                        President