SecProbe.io

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 July 29, 2005

VIA EDGAR

Larry Greene, Esq.
U.S. Securities and Exchange Commission 100 F Street, NE Washington, DC 20549

Re:      ACP Strategic Opportunities Fund II, LLC

Dear Mr. Greene:

This letter responds to our telephone conversation on July 7, 2005, in which you
raised a number of comments concerning the Schedule TO relating to an offer by
ACP Strategic Opportunities Fund II, LLC ("ACP") on June 30, 2005 to purchase up
to twenty-five percent of its shares of beneficial interest. Each of your
comments and our respective response is set forth below. Unless otherwise noted,
defined terms have the same meaning as in the Schedule TO.

1.   Comment: Under the heading "Net Asset Value Determination Date" in the Form
     of Offer to Purchase, please explain how the Fund's net asset value will be
     calculated.

     Response: We have added the following sentence to the first paragraph
     following the heading "Net Asset Value Determination Date":

     "The net asset value per Interest will be based on the net asset value of
     the Fund and will be determined by dividing the net asset value of the Fund
     by the number of Interests, as described in the Confidential Private
     Placement Memorandum."

2.   Comment: Under the heading "Payment for Repurchased Interests" in the Form
     of Offer to Purchase, you state that the general partner, in its sole
     discretion, may determine to waive the 5% holdback and authorize an Initial
     Payment of 100% of the estimated value of the repurchased interest. You
     further state that if an investor tenders a partial Interest, which is 90%
     or more of the Investor's Interests, and such tender is accepted by the
     Fund, it will be deemed to have liquidated his or her investment, and
     therefore, the Investor will receive an Initial Payment for the tendered
     Interests determined as of the Net Asset Value Determination Date. Please
     clarify whether the payment to the investor tendering partial interests
     will be for 100% of the estimated value of the repurchased interest, or if
     there will be a holdback. When you refer to "tendered Interests," are you
     referring to the total liquidation or just the 90% or more that has been
     tendered?

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     Response: As stated in the second paragraph following the heading "Payment
     for Repurchased Interests" in the Form of Offer to Purchase, investors
     whose Interests will be liquidated because they tendered 90% or more of
     their Interests will receive a Contingent Payment, so there could be a
     holdback, as stated. When referring to the "tendered Interests," we are
     referring to the total liquidation value.

3.   Comment: In the second paragraph under the heading "Payment for Repurchased
     Interests" in the Form of Offer to Purchase, you state that investors whose
     interests will be liquidated because they tendered 90% or more of their
     Interests will receive a Contingent Payment. Please clarify.

     Response: As stated in the first paragraph following the heading "Payment
     for Repurchased Interests," if an Investor that tenders a partial interest
     that is 90% or more of the Investor's Interest, and such tender is accepted
     by the Fund, it will be deemed to be a full liquidation. In other words,
     the Fund will treat it as a tender of the Investor's total number of
     Interests. As described in the second paragraph following the heading
     "Payment for Repurchased Interests," 5% of the full liquidated amount will
     be withheld as a Contingent Payment to account for any adjustments in the
     repurchased interests, determined as of the Net Asset Value Determination
     Date and based upon results of the annual audit of the Fund's financial
     statements. We have added the following sentences to the second paragraph
     following the heading "Payment for Repurchased Interests":

     "Therefore, the Investor will receive an Initial Payment of 95% of the
     Investor's Interest, based upon the full value of the liquidation, for the
     tendered Interests determined as of the Net Asset Value Determination Date.
     The Investor will later receive the Contingent Payment based upon the
     preceding conditions described above."

4.   Comment: In the fourth paragraph under the heading "Payment for Repurchased
     Interests" in the Form of Offer to Purchase, you state that the Fund
     expressly reserves the right, in its sole discretion, to delay acceptance
     for payment of, or payment for, Interests, in compliance with any
     applicable law. Please clarify.

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     Response: The Fund expressly reserves this right, within the limits imposed
     by applicable law, due to the possibility that unforeseen issues may arise
     in the acceptance for payment of, or payment for, the tendered Interests.
     As such, we believe that the current disclosure is sufficient.

5.   Comment: Under the heading "Increase in Amount of Interests Repurchased;
     Pro Rata Repurchases" in the Form of Offer to Purchase, you state that the
     Fund may increase the outstanding Interests to be repurchased or the Fund
     may decide not to do so, and that in either case, if the outstanding
     Interests tendered for repurchase exceeds 25% of outstanding Interests, the
     Fund will repurchase only a pro rata portion of the Interests tendered by
     each investor. In one instance you say "may," and in another, you say
     "will." Please make consistent.

     Response: As discussed under the heading "Increase in Amount of Interests
     Repurchased; Pro Rata Repurchases," the Fund may increase the outstanding
     Interests to be repurchased or the Fund may decide not to do so. However,
     in any event--whether the Fund increases the outstanding Interests to be
     repurchased or not--the Fund will repurchase only a pro rata portion of the
     Interests tendered by each Investor. As such, we believe that the current
     disclosure is sufficient.

6.   Comment: Under the heading "Increase in Amount of Interests Repurchased;
     Pro Rata Repurchases" in the Form of Offer to Purchase, you state that
     "Additionally, the Fund will repurchase tendered Interests on a pro rata
     basis in the event that the Fund cannot efficiently liquidate underlying
     positions in order to repurchase tendered Interests for cash." Please make
     clear that the Fund can purchase less than 25% of the outstanding
     Interests.

     Response: In the third paragraph under the heading "Increase in Amount of
     Interests Repurchased; Pro Rata Repurchases" the Fund discloses that it may
     reject all or part of a tender if, among other reasons, the Fund's
     Investment Adviser determines that it would be in the best interests of the
     Fund to do so. As such, we believe that the current disclosure is
     sufficient.

7.   Comment: Under the heading "Suspension or Postponement of Repurchase Offer"
     in the Form of Offer to Purchase, you state that the Board of Directors may
     cancel the Repurchase Offer or postpone the acceptance of Interests if
     there is, in the judgment of the Board of Directors, any "commencement of
     war, armed hostilities or other international or national calamity directly
     or indirectly involving the United States that is material to the Fund."

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     Response: We have revised the following to paragraph (b)(v) following the
     heading "Suspension or Postponement of Repurchase Offer":

     "commencement of or a substantial change in a current war, armed
     hostilities, or other international or national calamity directly or
     indirectly involving the United States that is material to the Fund,"

I hereby acknowledge on behalf of ACP that: (i) ACP is responsible for the
adequacy and accuracy of the disclosure in its registration statement; (ii) SEC
staff comments or changes to disclosure in response to staff comments in the
registration statement reviewed by the staff do not foreclose the SEC from
taking any action with respect to the registration statement; and (iii) ACP may
not assert SEC staff comments as a defense in any proceeding initiated by the
SEC or any person under the federal securities laws of the United States.

Please do not hesitate to contact me with any questions or comments at
202.739.5498.

Sincerely,

/s/ Ryan F. Helmrich

Ryan F. Helmrich

cc:      Monica L. Parry, Esq.
         Mitra Shakeri, Esq.
         Stephanie Strid Davis

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