EXHIBIT 32

                  WRITTEN STATEMENT OF CHIEF EXECUTIVE OFFICER
                           AND CHIEF FINANCIAL OFFICER
                        FURNISHED PURSUANT TO SECTION 906
           OF THE SARBANES-OXLEY ACT OF 2002 (18 U.S.C. SECTION 1350)
              AND FOR THE PURPOSE OF COMPLYING WITH RULE 13a-14(b)
                     OF THE SECURITIES EXCHANGE ACT OF 1934.

In  connection  with the Annual Report of  Commonwealth  Income & Growth Fund II
(the  "Company") on Form 10-K for the period ending  December 31, 2004, as filed
with the Securities and Exchange  Commission on the date hereof (the  "Report"),
the undersigned,  the Chief Executive Officer and the Chief Financial Officer of
the Company respectively,  each hereby certifies pursuant to 18 U.S.C. ss. 1350,
as  adopted  pursuant  to ss.  906 of the  Sarbanes-Oxley  Act of 2002,  to such
officer's knowledge, that: (a) the Annual Report on Form 10-K of the Company for
the year ended  December  31, 2004 filed on the date hereof with the  Securities
and Exchange  Commission (the "Report") fully complies with the  requirements of
Section  13(a)  or  15(d)  of the  Securities  Exchange  Act of  1934;  and  (b)
information  contained in the Report fairly presents,  in all material respects,
the financial condition and results of operations of the Company.


                                       -------------------------------------
                                       George S. Springsteen
                                       Chief Executive Officer
                                       March 30, 2005


                                       -------------------------------------
                                       Kimberly A. Springsteen
                                       Chief Financial Officer
                                       March 30, 2005

A signed original of this written statement required by Section 906, or other
document authenticating, acknowledging, or otherwise adopting the signature that
appears in typed form within the electronic version of this written statement
required by Section 906, has been provided to the Company and will be retained
by the Company and furnished to the Securities and Exchange Commission or its