SecProbe.io

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April 18, 2005

VIA EDGAR
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Mr. Rufus Decker
Accounting Branch Chief
United States Securities and Exchange Commission
Division of Corporation Finance
Mail Stop 0510
Washington, D.C. 20549-0510

RE: Commonwealth Income & Growth Fund II
    File No. 33-89476

Dear Mr. Decker,

     We have received your comments in reference to our 10-K filing for the
fiscal year ended December 31, 2004. Below we have provided our response and any
disclosure as requested.

ITEM 7 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

Liquidity and Capital Resources, page 16
----------------------------------------

2.   PLEASE DISCLOSE THE AMOUNT YOU EXPECT TO INVEST IN EQUIPMENT IN 2005 AND
     HOW YOU ANTICIPATE FUNDING THESE INVESTMENTS.

         No additional investments in equipment are anticipated in 2005. We will
         disclose this expectation in our Form 10-Q filing for the period ended
         March 31, 2005.

Item 9A. Controls and Procedures, page 20
-----------------------------------------

3.   PLEASE DISCLOSE WHETHER THERE HAVE BEEN ANY CHANGES IN YOUR INTERNAL
     CONTROLS AND PROCEDURES DURING THE MOST RECENTLY COMPLETED QUARTER. SEE
     ITEM 308 OF REGULATION S-K.

         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 December 31, 2004 or the
         quarter ended March 31, 2005, that have materially affected or are
         reasonably likely to materially affect the General Partner's internal
         controls over financial reporting. We will provide this disclosure in
         our Form 10-Q filing for the period ended March 31, 2005.

FINANCIAL STATEMENTS

Note 2 - Summary of Significant Accounting Policies
---------------------------------------------------

Revenue Recognition, page 10
----------------------------

4.   PLEASE DISCLOSE HOW YOU ACCOUNT FOR (A) STEP RENT PROVISIONS AND ESCALATION
     CLAUSES AND (B) CAPITAL IMPROVEMENT FUNDING AND OTHER LEASE CONCESSIONS,
     WHICH MAY BE PRESENT IN YOUR LEASES. PARAGRAPH 19.B. OF SFAS 13 DISCUSSES
     HOW RENT SHOULD BE REPORTED AS INCOME OVER THE LEASE TERM AS IT BECOMES
     RECEIVABLE. HOWEVER, IF THE RENTALS VARY FROM STRAIGHT-LINE BASIS, THE
     INCOME SHALL BE RECOGNIZED ON A STRAIGHT-LINE BASIS UNLESS ANOTHER BASIS IS
     MORE REPRESENTATIVE OF THE TIME PATTERN IN WHICH THE BENEFIT FROM THE
     LEASED PROPERTY IS DIMINISHED. IN ADDITION, PARAGRAPH 5.N. OF SFAS 13, AS
     AMENDED BY SFAS 29, DISCUSSES HOW LEASE REVENUES THAT DEPEND ON AN EXISTING
     INDEX OR RATE, SUCH AS THE CONSUMER PRICE INDEX OR THE PRIME INTEREST RATE,
     SHOULD ALSO BE INCLUDED IN YOUR MINIMUM LEASE REVENUES. IF, AS WE ASSUME,
     THEY ARE TAKEN INTO ACCOUNT IN COMPUTING YOUR MINIMUM LEASE REVENUES, THE
     NOTE SHOULD SO STATE. IF OUR ASSUMPTION IS INCORRECT, PLEASE TELL US HOW
     YOUR ACCOUNTING COMPLIES WITH SFAS 13 AND FTB 88-1.

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         There are no step rent provisions or escalation clauses in our leases.
         In addition, no capital improvement funding or lease concessions are
         present. The terms of our rental agreements provide for rents which are
         based on the straight-line method, and we recognize income on the
         straight line basis.

Long-Lived Assets, page 10
--------------------------

5.   PLEASE DISCLOSE THE FACTS AND CIRCUMSTANCES THAT LED TO THE IMPAIRMENT OF
     CERTAIN ASSETS, AS WELL AS A DESCRIPTION OF THE IMPAIRED ASSETS. SEE
     PARAGRAPH 26.A. OF SFAS 144.

         All of our long-lived assets are computer equipment. As leased assets
         approach the end of original lease terms, we evaluate these assets for
         impairment. We calculate impairment based on estimated future cash
         flows from rentals and sales of the computer equipment. Due to the
         nature of computer equipment, the expected residual values of certain
         of the equipment decreased due to market fluctuations.

Note 3 - Net Investment in Direct Financing Leases, page 13
-----------------------------------------------------------

6.   PLEASE TELL US IF THE RESIDUAL VALUES ASSOCIATED WITH YOUR DIRECT FINANCING
     LEASES ARE GUARANTEED OR UNGUARANTEED, AND HOW YOU ARE ACCOUNTING FOR THE
     RESIDUAL VALUES. SEE PARAGRAPH 18 OF SFAS 13.

         The residual values associated with our direct financing leases are
         unguaranteed. The computer equipment leased under the direct financing
         leases we currently have recorded will be in excess of five years old
         upon the termination of these agreements. In recording our initial
         gross investment in these leases, we estimated that the residual values
         would be zero, due to the age of the computer equipment. In accordance
         with Statement of Financial Accounting Standards No. 13, paragraph 18a,
         we have not adjusted the estimated residual value above the amounts
         estimated at the inception of the leases, even in those circumstances
         where we believe that we will benefit from some residual value upon at
         the end of these agreements.

Note 4 - Computer Equipment, page 14
------------------------------------

7.   PLEASE DISCLOSE THAT YOU PAY REMARKETING FEES TO THE LEASING COMPANIES FROM
     WHICH YOU PURCHASE LEASES. PLEASE DISCLOSE THE AMOUNTS YOU HAVE PAID IN THE
     LAST THREE YEARS AND THE RELATED ACCOUNTING TREATMENT. PLEASE ALSO DISCLOSE
     THE TYPES OF OTHER LEASE ACQUISITION COSTS YOU INCUR AND YOUR RELATED
     ACCOUNTING TREATMENT FOR THEM AS WELL.

         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 years ended December 31, 2004, 2003 and 2002, respectively,
         remarketing fees were paid in the amounts of $62,000, $450,000, and
         $50,000, respectively. We will disclose the amounts incurred for
         remarketing fees in our future filings.

     In connection with these comments, the company acknowledges that we are
responsible for the adequacy and accuracy of the disclosures in our filings. We
acknowledge that the staff comments or changes to disclosures in response to
staff comments do not foreclose the Commission from taking any action with
respect to the filing, and we may not assert staff comments as a defense in any
proceedings initiated by the Commission or any person under the federal
securities laws of the United States.

/s/ KIMBERLY A. SPRINGSTEEN
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Kimberly A. Springsteen
Executive Vice President Chief Operating
Officer and Secretary

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