<PAGE>
COMMONWEALTH INCOME & GROWTH FUND II
SUPPLEMENT DATED NOVEMBER 4, 1996
TO
PROSPECTUS DATED MAY 12, 1995
CLOSING OF SALE OF ADDITIONAL UNITS
On October 7, 1996, the payments received from subscribers (subsequent to
September 12, 1996) were released from escrow and have become available to
the Partnership for the payment of expenses and utilization as described
under "USE OF PROCEEDS" and the Partnership accepted subscriptions from
investors totaling approximately $203,000 (10,000 Limited Partnership
Units).
ACQUISITION OF EQUIPMENT
On September 5, 1996, the Partnership purchased thirteen Hewlett Packard
Workstations for approximately $305,000. The Equipment is subject to a 36
month lease with Johnson Controls, Inc. The monthly rent during the term of
the lease is approximately $8,000.
On October 15, 1996, the Partnership purchased one Silicon Graphics Inc.
Enterprise Server for approximately $263,000. The Equipment is subject to a
36 month lease with Honda Research & Development. The monthly rent during
the term of the lease is approximately $7,100.