<PAGE>

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


                                    FORM 10-Q

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

FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2006

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

                         Brandywine Bldg. One, Suite 200
                                 2 Christy Drive
                              Chadds Ford, PA 19317
          (Address, including zip code, of principal executive offices)

                                 (610) 594-9600
               (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 [_]

     Indicate by check mark whether the registrant is a large accelerated filer,
an accelerated filer, or a non-accelerated filer. See definition of "accelerated
filer and large accelerated filer" in Rule 12b-2 of the Exchange Act. (Check
one):

     Large accelerated filer [_] Accelerated filer [_] Non-accelerated filer [X]

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


                                                                               1

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                                    FORM 10-Q
                                  JUNE 30, 2006

                                TABLE OF CONTENTS

                                     PART I

Item 1.    Condensed Financial Statements                                      3
Item 2.    Management's Discussion and Analysis of Financial Condition and
           Results of Operations                                              12
Item 3.    Quantitative and Qualitative Disclosures About Market Risk         13
Item 4.    Controls and Procedures                                            13

                                     PART II

Item 1.    Legal Proceedings                                                  13
Item 1A.   Risk Factors                                                       13
Item 2.    Unregistered Sales of Equity Securities and Use of Proceeds.       14
Item 3.    Defaults Upon Senior Securities                                    14
Item 4.    Submission of Matters to a Vote of Securities Holders              14
Item 5.    Other Information
Item 6.    Index to Exhibits

           Signatures

           Certifications


                                                                               2

<PAGE>

                   COMMONWEALTH INCOME & GROWTH FUND II, L.P.
           STATEMENT OF NET ASSETS IN LIQUIDATION (LIQUIDATION BASIS)

                                                       JUNE 30,     DECEMBER 31,
                                                         2006           2005
                                                     ------------   ------------
                                                      (UNAUDITED)
ASSETS
Cash and cash equivalents                            $    14,957   $     3,841
Lease income receivable, net of reserves of $0 as
   of June 30, 2006 and December 31, 2005,
   respectively                                           14,037        13,239
Net investment in direct financing lease                      --        16,931
Other receivables - Affiliated limited
   partnerships                                           12,737        12,782
Other receivables - Commonwealth Capital Corp.                --         6,204
Prepaid Expenses                                           3,835            25
                                                     -----------   ------------
                                                          45,566        56,022
                                                     -----------   ------------
Computer equipment, at cost                            1,013,469     1,890,243
Accumulated depreciation                              (1,004,027)   (1,865,405)
                                                     -----------   ------------
                                                           9,442        24,838
                                                     -----------   ------------
Equipment acquisition costs and deferred expenses,
   net                                                       235           409
                                                     -----------   ------------
TOTAL ASSETS                                         $    55,243   $    81,269
                                                     ===========   ============
LIABILITIES AND NET ASSETS
LIABILITIES
Accounts payable                                     $     7,615   $     21,499
Accounts payable - Commonwealth Capital Corp.             11,932             --
Accounts payable - General Partner                        29,058         27,531
Unearned lease income                                      6,638             --
Notes payable                                                 --         32,239
                                                     -----------   ------------
TOTAL LIABILITIES                                         55,243         81,269
                                                     -----------   ------------
NET ASSETS IN LIQUIDATION                            $        --   $         --
                                                     -----------   ------------
NET ASSETS IN LIQUIDATION PER EQUIVALENT LIMITED
   PARTNERSHIP UNIT                                           --             --
                                                     -----------   ------------
WEIGHTED AVERAGE NUMBER OF EQUIVALENT LIMITED
   PARTNERSHIP UNITS OUTSTANDING DURING THE YEAR         460,067        460,067
                                                     ===========   ============

            see accompanying notes to condensed financial statements


                                                                               3

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                   COMMONWEALTH INCOME & GROWTH FUND II, L.P.
      STATEMENT OF CHANGES IN NET ASSETS IN LIQUIDATION (LIQUIDATION BASIS)

                                          THREE MONTHS ENDED   SIX MONTHS ENDED
                                                JUNE 30             JUNE 30
                                            2006      2005           2006
                                          -------   --------   ----------------
                                             (unaudited)
Net Assets in liquidation - beginning     $    --   $(34,651)      $     --
Lease income                                8,805     20,793         27,042
Interest and other                             --        193             --
Gain on sale of computer equipment            286     31,771          6,168
Operating, excluding depreciation          (6,781)   (50,335)       (21,094)
Equipment management fee                     (580)    (2,294)        (1,172)
Interest                                     (163)    (1,153)          (569)
Depreciation and amortization              (1,567)   (91,968)       (10,375)
Distributions to Investors                     --    (46,187)            --
Contributions from CCC                         --    173,831             --
                                          -------   --------       --------
Changes in estimated liquidation values
   of assets and liabilities                   --     34,651             --
                                          -------   --------       --------
NET ASSETS IN LIQUIDATION - ENDING        $         $     --       $     --
                                          =======   ========       ========

            see accompanying notes to condensed financial statements


                                                                               4

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                   COMMONWEALTH INCOME & GROWTH FUND II, L.P.
                        CONDENSED STATEMENT OF OPERATIONS

                        THREE MONTHS ENDED MARCH 31, 2005
                                   (UNAUDITED)

INCOME
Lease income                                         $  28,792
                                                     ---------
TOTAL INCOME                                            28,792
                                                     ---------
EXPENSES
Operating, excluding depreciation                       83,491
Equipment management fee - General Partner                 300
Interest                                                 2,093
Depreciation                                           109,294
Amortization of equipment
   acquisition costs and deferred expenses               1,473
Loss on sale of computer equipment                       5,618
                                                     ---------
TOTAL EXPENSES                                         202,269
                                                     ---------
NET (LOSS)                                           $(173,477)
                                                     =========
NET (LOSS) ALLOCATED TO LIMITED PARTNERS              (173,477)
NET (LOSS) PER EQUIVALENT LIMITED
   PARTNERSHIP UNIT                                  $   (0.38)
WEIGHTED AVERAGE NUMBER OF EQUIVALENT LIMITED
   PARTNERSHIP UNITS OUTSTANDING DURING THE PERIOD     460,067

            see accompanying notes to condensed financial statements


                                                                               5

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                   COMMONWEALTH INCOME & GROWTH FUND II, L.P.

                        CONDENSED STATEMENTS OF CASH FLOW

                    FOR THE THREE MONTHS ENDED MARCH 31, 2005

                                                       2005
                                                   (UNAUDITED)
                                                   -----------
NET CASH USED IN OPERATING ACTIVITIES                $(5,421)

INVESTING ACTIVITIES:
Net proceeds from the sale of computer equipment      13,249
                                                     -------
NET CASH PROVIDED BY INVESTING ACTIVITIES             13,249
                                                     -------
FINANCING ACTIVITIES:
Other receivables - Commonwealth Capital Corp.         3,317
                                                     -------
NET CASH PROVIDED BY FINANCING ACTIVITIES              3,317
                                                     -------
Net increase in cash and cash equivalents             11,145
Cash and cash equivalents, beginning of period         1,085
                                                     -------
CASH AND CASH EQUIVALENTS, END OF PERIOD             $12,230
                                                     =======

            see accompanying notes to condensed financial statements


                                                                               6

<PAGE>

                     NOTES TO CONDENSED 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. Commonwealth Capital Corp
                                 ("CCC"), on behalf of the Partnership and other
                                 affiliated partnerships, acquires computer
                                 equipment subject to associated debt
                                 obligations and lease agreements and allocates
                                 a participation in the cost, debt and lease
                                 revenue to the various partnerships based on
                                 certain risk factors. 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 CCC. The Partnership began
                                 liquidation effective April 1, 2005. Particular
                                 items of equipment may be sold at any time if,
                                 in the judgment of the General Partner, it is
                                 in the best interest of the Partnership to do
                                 so. The determination of whether particular
                                 items of partnership equipment should be sold
                                 will be made by the General Partner after
                                 consideration of all relevant factors
                                 (including prevailing economic conditions, the
                                 cash requirements of the Partnership, potential
                                 capital appreciation, cash flow and federal
                                 income tax considerations), with a view toward
                                 achieving the principal investment objectives
                                 of the Partnership.

2.   SUMMARY OF SIGNIFICANT      BASIS OF PRESENTATION
     ACCOUNTING POLICIES
                                 As a result of the General Partner's approval
                                 of the plan of liquidation, we changed our
                                 basis of accounting to the liquidation basis
                                 effective as of April 1, 2005. This basis of
                                 accounting is considered appropriate when,
                                 among other things, liquidation of a company is
                                 probable and the net realizable value of assets
                                 is reasonably determinable. Under the
                                 liquidation basis of accounting, assets are
                                 stated at their estimated net realizable cash
                                 value and liabilities are stated at their
                                 anticipated settlement amounts. There are
                                 substantial risks and uncertainties associated
                                 with carrying out the liquidation of the
                                 Partnership. The valuations presented in the
                                 accompanying Statement of Net Assets in
                                 Liquidation represent estimates, based on
                                 present facts and circumstances, of the net
                                 realizable values of assets and the costs
                                 associated with carrying out the liquidation.
                                 The actual costs and values are expected to
                                 differ from the amounts shown herein and could
                                 be greater or lesser than the amounts recorded.

                                 In presenting our Statement of Net Assets in
                                 liquidation at June 30, 2006, for the quarter
                                 ended June 30, 2006, we recorded a $3,600
                                 increase to net assets. This increase
                                 represents the present value of future minimum
                                 lease payments.

                                 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 the Partnership,


                                                                               7

<PAGE>

                                 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, 2005.

                                 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. The Partnership determined that no
                                 impairment had occurred during the three months
                                 ended June 30, 2006.

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

                                 NET ASSETS IN LIQUIDATION PER EQUIVALENT
                                 LIMITED PARTNERSHIP UNIT

                                 In connection with the conversion from the
                                 going-concern basis of accounting to the
                                 liquidation basis, the net assets in
                                 liquidation per equivalent limited partnership
                                 unit is computed based upon net assets in
                                 liquidation allocated to the limited partners
                                 and the weighted average number of equivalent
                                 limited partner units outstanding during the
                                 period.

                                 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 period.

3.   NET INVESTMENT IN DIRECT    The following lists the components of the net
     FINANCING LEASES            investment in direct financing leases as of
                                 June 30, 2006 and December 31, 2005:

                                                         JUNE 30,  December 31,
                                                           2006        2005
                                                         --------  ------------
                                 Minimum lease payments
                                 receivable                 $--       $32,808
                                 Less: Unearned revenue      --        15,877


                                                                               8

<PAGE>

                                 Net investment in
                                 direct financing
                                 leases                     $--       $16,931

4.   COMPUTER EQUIPMENT          The Partnership is the lessor of equipment
                                 under operating leases with periods ranging
                                 from 24 to 48 months. In general, the lessee
                                 pays associated costs such as repairs and
                                 maintenance, insurance and property taxes.

                                 Through June 30, 2006, the Partnership's
                                 leasing operations consist substantially of
                                 operating leases and seven direct-financing
                                 leases. Operating lease revenue is recognized
                                 on a monthly basis in accordance with the terms
                                 of the lease agreement. Unearned revenue from
                                 direct financing agreements is amortized to
                                 revenue over the lease term.

                                 Remarketing fees are paid to the leasing
                                 companies from which the Partnership purchases
                                 leases. These are fees that are earned by the
                                 leasing companies when the initial terms of the
                                 lease have been met. The General Partner
                                 believes that this strategy adds value since it
                                 entices the leasing company to "stay with the
                                 lease" for potential extensions, remarketing or
                                 sale of equipment. This strategy potentially
                                 minimizes any conflicts the leasing company may
                                 have with a potential new lease and will
                                 potentially assist in maximizing overall
                                 portfolio performance. The remarketing fee is
                                 tied into lease performance thresholds and is
                                 factored in the negotiation of the fee.
                                 Remarketing fees incurred in connection with
                                 lease extensions are accounted for as operating
                                 costs. Remarketing fees incurred in connection
                                 with the sale of computer equipment are
                                 included in our gain or loss calculations. For
                                 the six months ended June 30, 2006 and 2005,
                                 remarketing fees were paid in the amounts of
                                 $600 and $15,000, respectively.

                                 The Partnership's share of the computer
                                 equipment in which they participate with other
                                 partnerships at June 30, 2006 and December 31,
                                 2005 was approximately $48,000 and $785,000,
                                 respectively, which is included in the
                                 Partnership's fixed assets on their balance
                                 sheet. The total cost of the equipment shared
                                 by the Partnership with other partnerships at
                                 June 30, 2006 and December 31, 2005 was
                                 approximately $115,000 and $1,536,000,
                                 respectively. The Partnership's share of the
                                 outstanding debt associated with this equipment
                                 at June 30, 2006 and December 31, 2005 was $0
                                 for both periods, and the total outstanding
                                 debt at June 30, 2006 and December 31, 2005
                                 related to the equipment shared by the
                                 Partnership was approximately $0 for both
                                 periods as well.

                                 The following is a schedule of future minimum
                                 rentals on noncancellable operating leases at
                                 June 30, 2006:

                                                                      Amount
                                                                      ------
                                 Six Months ended December 31, 2006   $2,715
                                 Year Ended December 31, 2007         $  905

5.   RELATED PARTY               RECEIVABLES/PAYABLES
     TRANSACTIONS
                                 As of June 30, 2006, the Partnership's related
                                 party receivables and payables are short term,
                                 unsecured, and non-interest bearing.

                                 REIMBURSABLE EXPENSES

                                 The General Partner and its affiliates are
                                 entitled to reimbursement


                                                                               9

<PAGE>

                                 by the Partnership for the cost of supplies and
                                 services obtained and used by the General
                                 Partner in connection with the administration
                                 and operation of the Partnership from third
                                 parties unaffiliated with the General Partner.
                                 In addition, the General Partner and its
                                 affiliates are entitled to reimbursement for
                                 certain expenses incurred by the General
                                 Partner and its affiliates in connection with
                                 the administration and operation of the
                                 Partnership. During the six-months ended June
                                 30, 2006 and 2005, the Partnership recorded $0
                                 and $62,000, respectively, for reimbursement of
                                 expenses to the General Partner.

                                 EQUIPMENT ACQUISITION FEE

                                 The General Partner is entitled to be paid an
                                 equipment acquisition fee of 4% of the purchase
                                 price of each item of equipment purchased as
                                 compensation for the negotiation of the
                                 acquisition of the equipment and lease thereof
                                 or sale under a conditional sales contract.
                                 There were no equipment acquisition fees earned
                                 by the General Partner during the six-months
                                 ended June 30, 2006 and 2005.

                                 EQUIPMENT MANAGEMENT FEE

                                 The General Partner is entitled to be paid a
                                 monthly fee equal to the lesser of (i) the fees
                                 which would be charged by an independent third
                                 party for similar services for similar
                                 equipment or (ii) the sum of (a) 2% of (1) the
                                 gross lease revenues attributable to equipment
                                 which is subject to full payout net leases
                                 which contain net lease provisions plus (2) the
                                 purchase price paid on conditional sales
                                 contracts as received by the Partnership and
                                 (b) 5% of the gross lease revenues attributable
                                 to equipment which is subject to operating and
                                 capital leases. During the six-months ended
                                 June 30, 2006 and 2005, equipment management
                                 fees of approximately $1,000 and $2,600,
                                 respectively, were earned by the General
                                 Partner.

                                 EQUIPMENT LIQUIDATION FEE

                                 With respect to each item of equipment sold by
                                 the General Partner (other than in connection
                                 with a conditional sales contract), a fee equal
                                 to the lesser of (i) 50% of the competitive
                                 equipment sale commission or (ii) 3% of the
                                 sales price for such equipment is payable to
                                 the General Partner. The payment of such fee is
                                 subordinated to the receipt by the limited
                                 partners of the net disposition proceeds from
                                 such sale in accordance with the Partnership
                                 Agreement. Such fee will be reduced to the
                                 extent any liquidation or resale fees are paid
                                 to unaffiliated parties. During the six-months
                                 ended June 30, 2006 and 2005, equipment
                                 liquidation fees of approximately $300 and
                                 $1,000, respectively, were earned by the
                                 General Partner.

6.   NOTES PAYABLE               Notes payable consisted of the following:


                                                                              10

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                                                          JUNE 30,  DECEMBER 31,
                                                            2006        2005
                                                          --------  ------------

                                 Installment notes
                                 payable to banks,
                                 interest ranging from
                                 5.0% to 6.50%: due in
                                 monthly installments
                                 ranging from $507 to
                                 $1,736, including
                                 interest, with final
                                 payments due June,
                                 2006.                       $--       $32,239

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

7.   SUPPLEMENTAL CASH FLOW      Other noncash activities included in the
     INFORMATION                 determination of net loss are as follows:

Six months ended June 30,                                      2006      2005
----------------------------------------------------------   -------   -------
Lease income, net of interest expense on
   notes payable realized as a result of direct payment of
   principal by lessee to bank                               $17,618   $12,049

     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.

ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

As a result of the General Partner's approval of the plan of dissolution, we
changed our basis of accounting to the liquidation basis as of April 1, 2005.
This basis of accounting is considered appropriate when, among other things,
liquidation of a company is probable and the net realizable value of assets is
reasonably determinable. Under the liquidation basis of accounting, assets are
stated at their estimated net realizable cash value and liabilities are stated
at their anticipated settlement amounts. Particular items of equipment may be
sold at any time if, in the judgment of the General Partner, it is in the best
interest of the Partnership to do so. The determination of whether particular
items of partnership equipment should be sold will be made by the General
Partner after consideration of all relevant factors (including prevailing
economic conditions, the cash requirements of the Partnership, potential capital
appreciation, cash flow and federal income tax considerations), with a view
toward achieving the principal investment objectives of the Partnership.

LIQUIDITY AND CAPITAL RESOURCES


                                                                              11

<PAGE>

The Partnership's primary source of capital for the six-months ended June 30,
2006 and 2005 was net proceeds from the sale of equipment of $11,000 and
$80,000, respectively.

For the six month period ended June 30, 2006, the Partnership used cash flows
from operating activities of approximately $13,000 which includes a net loss of
approximately $4,000 and depreciation and amortization expenses of approximately
$10,000. Other non-cash activities included in the determination of net loss
include direct payments of lease income by lessees to banks of approximately
$18,000.

As of June 30, 2006, the Partnership had future minimum rentals on
non-cancelable operating leases of $3,000 for the balance of the year ending
December 31, 2006. At June 30, 2006, there was no outstanding debt.

The Partnership's share of the computer equipment in which they participate with
other partnerships at June 30, 2006 and December 31, 2005 was approximately
$48,000 and $785,000, respectively, which is included in the Partnership's fixed
assets on their balance sheet. The total cost of the equipment shared by the
Partnership with other partnerships at June 30, 2006 and December 31, 2005 was
approximately $115,000 and $1,536,000, respectively. The Partnership's share of
the outstanding debt associated with this equipment at June 30, 2006 and
December 31, 2005 was $0 for both periods, and the total outstanding debt at
June 30, 2006 and December 31, 2005 related to the equipment shared by the
Partnership was $0 for both periods as well.

CHANGES IN NET ASSETS IN LIQUIDATION FOR THE QUARTER ENDED JUNE 30, 2006

In presenting our Statement of Net Assets in Liquidation at June 30, 2006, for
the quarter ended June 30, 2006, we recorded a $3,600 increase to net assets.
This increase represents the present value of future minimum lease payments.

ITEM 3. 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 and its associated fixed revenue
streams. There are no material changes to this disclosure related to these items
since the filing of our Annual Report on Form 10-K for the year ended December
31, 2005.

ITEM 4. CONTROLS AND PROCEDURES

The Chief Executive Officer and Financial Officer of the General Partner have
conducted a review of the General Partner's disclosure controls and procedures
as of June 30, 2006.

The Company's disclosure controls and procedures include the Partnership's
controls and other procedures designed to ensure that information required to be
disclosed in this and other reports filed under the Securities Exchange Act of
1934, as amended (the " Exchange Act") is accumulated and communicated to the
General Partner's management, including its chief executive officer and a
financial officer, to allow timely decisions regarding required disclosure and
to ensure that such information is recorded, processed, summarized and reported
with the required time periods.

Based upon this review, the General Partner's Chief Executive Officer and
Financial Officer have concluded that the Partnership's disclosure controls (as
defined in pursuant


                                                                              12

<PAGE>

to Rule 13a-14 c promulgated under the Exchange Act) are sufficiently effective
to ensure that the information required to be disclosed by the Partnership in
the reports it files under the Exchange Act is recorded, processed, summarized
and reported with adequate timeliness.

There have been no changes in the General Partner's internal controls or in
other factors that could materially affect our disclosure controls and
procedures in the quarter ended June 30, 2006, that have materially affected or
are reasonably likely to materially affect the General Partner's internal
controls over financial reporting.

PART II: OTHER INFORMATION

                      COMMONWEALTH INCOME & GROWTH FUND II

     Item 1.   LEGAL PROCEEDINGS.

               N/A

     Item 1 A. RISK FACTORS

THERE IS NO PUBLIC MARKET FOR THE UNITS, AND YOU MAY BE UNABLE TO SELL OR
TRANSFER YOUR UNITS AT A TIME AND PRICE OF YOUR CHOOSING

There exists no public market for the units, and the General Partner does not
expect a public market for units to develop. The units cannot be pledged or
transferred without the consent of the General Partner. The units should be
purchased as a long-term investment only.

The general partner has sole discretion in deciding whether we will redeem units
in the future. Consequently, you may not be able to liquidate your investment in
the event of an emergency. You must be prepared to hold your units for the life
of the fund.

LIMITED PARTNERS DO NOT HAVE THE RIGHT TO VOTE ON OR OTHERWISE APPROVE OR
DISAPPROVE OF ANY PARTICULAR INVESTMENT TO BE MADE BY THE PARTNERSHIP OR THE
TERMS OF ANY SALE OF EQUIPMENT IN LIQUIDATION.

WE CAN GIVE NO ASSURANCE OF THE AMOUNT OR TIMING OF ANY FUTURE DISTRIBUTION TO
THE LIMITED PARTNERS UNDER THE PLAN OF DISSOLUTION.

The liquidation and dissolution process is subject to numerous uncertainties and
may not result in any remaining capital for future distribution to the limited
partners. We cannot provide any assurances that we will actually make additional
distributions.

     Item 2.   CHANGES IN SECURITIES.

               N/A

     Item 3.   DEFAULTS UPON SENIOR SECURITIES.


                                                                              13

<PAGE>

               N/A

     Item 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS.

               N/A

     Item 5.   OTHER INFORMATION.

               N/A

     Item 6.   EXHIBITS AND REPORTS ON FORM 8-K

               a)   Exhibits:

                    31.1   THE RULE 15D-14(A)
                    31.2   THE RULE 15D-14(A)
                    32.1   SECTION 1350 CERTIFICATION OF CEO
                    32.2   SECTION 1350 CERTIFICATION OF CFO

               b)   Reports on Form 8-K

On April 24, 2006 COMMONWEALTH INCOME & GROWTH FUND II issued an 8-K statement
to the SEC. Items reported in this statement consisted of the following: George
S. Springsteen, Founder and former Chairman of the Board, CEO and Treasurer of
the general partner's parent company, Commonwealth Capital Corp. ("CCC"), passed
away unexpectedly on April 18, 2006. The Board of Directors immediately took
action and adopted the following changes in management effective April 24, 2006:
Mr. Springsteen's spouse, Kimberly A. Springsteen, 46, has been appointed as
Chairman of the Board, Chief Executive Officer and Treasurer of CCC, CIGF, Inc.
and CCSC, and remains a Director and Chief Operating Officer of each. Henry J.
Abbott, 55, has been appointed as President of CCC, CIGF, Inc. and CCSC. Jay M.
Dugan, 58, has been appointed as Executive Vice President of CCC, CIGF, Inc. and
CCSC. Lynn A. Franceschina, 34, has been appointed as Executive Vice President
of CCC, CIGF, Inc. and CCSC. James Pruett, 40, has been appointed as a Vice
President of CCC, CIGF, Inc. and CCSC. Donnamarie D. Abbott, 46, has been
appointed as a Vice President of CCC, CIGF, Inc. and CCSC.

Also included in the April 24, 2006 8-K statement were changes among the Board
of Directors as follows: Effective as of April 18, 2006, Jay M. Dugan, Katrina
M. Mason and Lynn A. Franceschina have joined Ms. Springsteen and Mr. Abbott on
the Board of Directors of CCC and CIGF, Inc. Ms. Springsteen has been appointed
as the Chairman of the Board of Directors and Katrina M. Mason, 33, has been
appointed President of CCSC, effective as of the date hereof.

                                    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.


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<PAGE>

                                        COMMONWEALTH INCOME & GROWTH FUND II

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


August 14, 2006                         By: /s/ Kimberly A. Springsteen
Date                                        ------------------------------------
                                        Kimberly A. Springsteen
                                        Chief Executive Officer


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