SecProbe.io

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      January 7, 2005

Mail Stop 0409

Blair D. Koblenz
Executive Vice President and Chief Financial Officer
Cole Credit Property Trust II, Inc.
2555 East Camelback Road, Suite 400
Phoenix, Arizona 85016

Re:	Cole Credit Property Trust II, Inc.
	Registration Statement on Form S-11
	Filed on December 9, 2004
      File No. 333-121094

Dear Mr. Koblenz:

	We have reviewed your filing and have the following comments.
Where indicated, we think you should revise your document in
response
to these comments.  If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

Form S-11

General

1. We note that it appears you are offering shares of common stock
up
to an amount of the first $25,000,004 at one price, $9.75, while
you
are offering the remaining $424,358,970 in share at another price,
$10.00.  Your offer of the same securities in the same offering at
a
later date and for a different price appears to constitute a
delayed
offering under Rule 415(a)(x).  Since you are not S-3 eligible it
does not appear that you may make a delayed offering.  Please
revise
or advise.

2. We note the inclusion of red herring language in the cover
page.
Supplementally advise the staff whether you have circulated the
prospectus.

3. Please provide supplementally copies of any graphics, maps,
photographs, and related captions or other artwork including logos
that you intend to use in the prospectus.  Such graphics and
pictorial representations should not be included in any
preliminary
prospectus distributed to prospective investors prior to the
staff`s
review of those items.

4. We note your descriptions on page 130 of certain
acknowledgements
to be made by your investors per the Form of Subscription
Agreement
attached as Exhibit B.  Please revise your subscription agreement
to
contain a separate bold face legend stating that, by signing the
subscription agreement, your investors are not waiving any rights
that they may have under the Securities Act.

5. Please note that any sales literature that is to be used in
connection with this offering must be submitted to us
supplementally
prior to use, including sales literature intended for broker-
dealer
use only.  We note your disclosure on page 135 and request that
you
please submit all written sales materials proposed to be
transmitted
to prospective investors, orally or in writing, with your next
filing.  In this regard, please note that sales materials must set
forth a balanced presentation of the risks and rewards to
investors
and should not contain any information or disclosure that is
inconsistent with or not also provided in the prospectus.  For
guidance, refer to Item 19.D of Industry Guide 5.

6. Refer to the disclosure concerning your share repurchase
program
on pages 119-120.  Supplementally, please provide a detailed
analysis
regarding the applicability of the tender offer rules to the share
repurchase program.  Refer to Rule 13e-4 and Regulation 14E of the
Exchange Act.  We note that on page 8 you state that you will
redeem
shares on a pro rata basis, but on page 120 you indicate that you
will redeem shares both on a pro rata and first-come first-served
basis.  Please revise and supplementally tell us which of the two
methods you intend to use.

7. It appears that you may repurchase shares under the share
repurchase program during the offering period of the shares being
registered under this registration statement.  Please tell us
supplementally how the repurchase of shares will be conducted in a
manner that is consistent with the restrictions on activities by
issuers during distributions of securities set forth in Regulation
M.
Supplementally, please advise us as to whether you will file an
application for exemptive order regarding Rule 102 of Regulation M
with the Division of Market Regulation. Refer to the following No-
Action Letters: Inland Western Retail Estate Trust, Inc. (August
25,
2003), T REIT, Inc. (June 4, 2001), CNL American Properties Fund,
Inc. (August 13, 1998).

8. Please revise throughout to briefly describe what you mean by
the
term "investment grade" and when you refer to a "de minimis"
amount
of trading.

9. Please revise to include the information required by Item 101,
102, 103 and 404 of Regulation S-K.

Prospectus Cover Page

10. Please revise the cover page as follows:

* Remove the reference to Cole Capital Corporation at the bottom
of
the cover page;
* Consider revising to present the risk factors in a two-column
format;
* Remove the cross-references to "Plan of Distribution" which
appear
in the second paragraph and below the table;
* Omit the second and third sentences in the introductory
paragraph;
* Omit the paragraph that begins: "[t]he use of projections..."
It
does not appear to be required by Item 501 of Regulation S-K.
Similarly, omit the notes that appear below the table; and
* Move the last paragraph which contains key information about the
offering to the top of the cover page, revise to state that funds
will be returned "promptly" and discuss whether you intend to
extend
the offering.

11. The cover page risk factors should concisely highlight the
most
significant adverse effects related to the offering and should be
quantified to the extent possible.  At a minimum the cover page
should include a discussion of these additional risks:

* that you may make distributions that include a return of capital
and may need to borrow to make these distributions;
* that you may fail to qualify as a REIT; and
* that your ownership limitations limit ownership to no more than
9.8% of your outstanding stock.

12. Briefly revise the cover page risk factors as follows to
describe:
* Bullet 1: that no public market may ever exist,
* Bullet 2: that investors will be unable to evaluate the economic
merit of investments or how the proceeds are to be invested and
there
may be substantial delay in receiving a return on investment,
* Bullet 6: the substantial conflicts among you, your sponsor and
advisor such as the fact that your CEO and Chairman who owns 100%
of
the Advisor, Dealer-Manager, Property Manager, that the Advisor
and
your affiliates may compete with you and acquire properties
equally
suitable to your investment objectives.

13. The risk factors here, in the summary and in the risk factors
section, should be presented in order of materiality, with risks
relating to an investment in Cole Credit Property II, Inc.
preceding
more generic risks.  For example, it appears that the blind pool
nature of the offering and the conflicts of interest should be
placed
among the top risks.  For guidance purposes, see Securities Act
Release 33-6900.  Please revise.

14. We note your disclosure on page 130 concerning shares
purchased
by affiliates.  Please revise to disclose the number of shares
that
may be purchased by affiliates and supplementally tell us whether
you
will count these purchases toward reaching your minimum 250,000
share
offering amount.  If so, we will have further comments.  Further,
describe the conflicts of interest and risks in connection with
the
purchase of shares in this offering by affiliates.

15. Revise the last paragraph to disclose whether or not potential
investors will receive interest on their investment while funds
are
held by the escrow agent.

16. Please revise your disclosure to clarify as stated on page 58
that Cole Capital Corporation is a member of the NASD.  Further,
if
Cole Capital Corporation or any other affiliated broker-dealer
intends to be a market-maker with respect to the securities being
registered, such market-making activities require registration
because of the unavailability of the Section 4(3) exemption to an
affiliate.  Registration can be accomplished by referencing the
market-making transactions on the cover page of the registration
statement and including appropriate disclosure concerning the
possibility of such activities in the prospectus.  The broker-
dealer
would have continuing prospectus delivery requirements.

17. Please revise to disclose the transfer agent and tell us
whether
it is a registered transfer agent.

Suitability Standards, page 1

18. Please revise so that the suitability standards appear
immediately after the cover page.  Refer to Item 2. of Guide 5.
Include any state suitability standards.

Questions and Answers About This Offering, page 1

19. The Q&A and Summary sections as written are lengthy and do not
provide investors with a clear, concise and coherent "snapshot"
description of the most significant aspects of the offering.
Please
revise these two sections to provide a brief overview of only the
most salient aspects of the transaction deleting any duplicative
disclosure.  For guidance, refer to Item 503(a) of Regulation S-K
and
part IV.C.  of Securities Act Release No. 33-7497.

Q: Are there any risks involved in an investment in our shares?,
page
2

20. Please revise your summary risk factors to disclose that your
board of directors has the authority to designate and issue one or
more classes or series preferred stock without shareholder
approval
that include superior rights and privileges, which could include
superior dividend rights in such a manner that none of your REIT
common shareholders would receive any distributions.  We note your
disclosure regarding preferences and rights as to dividends for
holders of preferred stock as described in your "Description of
Shares" section on page 112.

Q: What steps do you take to make sure you invest in
environmentally
compliant property?, page 5

21. Please revise here and on page 76 to disclose that Phase I
environmental assessments do not reveal all environmental hazards.

Q: If I buy shares, will I receive dividends and how often?, page
6

22. Please modify your "Dividend Policy" disclosure to refer to
dividends as "Distributions" or a "Distributions Policy" section.
Further, please precisely address your plan and timing for
distributions for the registrant`s shareholders.  Specifically,
disclose the estimated time from the closing date rather than
after
commencement of operations that an investor might have to wait to
receive distributions.  Refer to Item 3.A.(iv) of Guide 5.  Also,
throughout your disclosure including page 18 and 116 where you
disclose that if you fail to make distributions you will not be
able
to qualify as a REIT, discuss your policy of borrowing, issuing
additional securities or selling assets to make such
distributions,
how these borrowings may decrease cash available and how these may
constitute a return of capital.  Further, clarify why you believe
you
will only need to borrow due to timing differences.  Refer to Item
3.A.(iv) of Guide 5.

Q: How long will this offering last?, page 7

23. Please revise to clarify, here and elsewhere, what you mean by
"renewing the registration statement."

Prospectus Summary

Estimated Use of Proceeds of Offering, page 12

24. Please revise to include a tabular summary.  Refer to Item
3.B.
of Guide 5.

Organizational Chart, page 14

25. Please revise the organization chart on page 14 to reflect the
ownership percentages of each entity on both an economic and
voting
basis, if they differ, in the table rather than by footnote other
than footnote (1).   Consider including a box to represent the
public
investors who will acquire the registered shares.  Please also
revise
to include an organizational chart under Conflicts of Interest on
page 66.  Refer to Item 5.B. of Guide 5.  Please also describe the
business relationships that Cole II may have with each entity.

Compensation to Cole Advisors II and its Affiliates, page 16

26. Please revise, here and on pages 60-64, as follows:

* Please revise to clarify who receives each fee or payment;
* For each fee that is not determinable at this time, please
revise
to state whether there are any limitations or caps on these
payments;
* For fees in which you disclose the caps as "up to" a certain
percentage, please also revise to describe how the fee will be
calculated; and
* Regarding the property management fee, please describe how you
will
determine market-based leasing commissions and whether fees are
similar to amounts paid to nonaffiliates.

27. Please revise your compensation table here and on pages 60-62
to
add a column to include payments based on both a minimum offering
and
maximum aggregate offering amount basis.

28. Please describe whether the advisor, dealer manager or any
affiliates will be paid in cash or may receive property and/or OP
Units and/or Cole REIT II shares for these services.  Further, if
this is your policy to allow payment via non-cash compensation,
please state whether sales of these securities will be restricted,
and if so, for how long.

29. We note your disclosure on page 18 and 62 that after
stockholders
receive a 7.0% annual cumulative, non-compounded return, your
advisor
will receive a 15% incentive distribution in the form of net sale
proceeds or fee.  This disclosure may appear to be projecting a 7%
return for investors.  Please revise to clarify that you cannot
assure investors of this 7% return and that you have disclosed the
return solely as a measure for your advisor`s incentive
compensation.

Listing, page 18

30. We note your disclosure throughout conveying that you do not
presently intend to apply for listing on a stock exchange or
quotation on the NASDAQ.   Please revise to provide balancing
disclosure as to your present intent, if true, not to apply for
listing, and that in the future, there may be no public market for
shares of your common stock.

Share Redemption Program, page 19
31. Supplementally explain what impact, if any, your share
redemption
program will have on your accounting for the shares to be issued
in
this offering. Tell us how you considered SFAS 150 in your
determination of the appropriate accounting treatment for such
shares
or tell us the specific accounting literature you applied.

Risk Factors, page 21

32. We note that on page 81 you state that you may participate in
a
tenant-in-common program to obtain favorable tax treatment under
Section 1031.  Please revise to discuss the risks associated with
Section 1031 tenant-in-common transactions.

Risks Related to an Investment in Cole REIT II, page 21

33. For each risk regarding property acquisition, such as the
second
risk factor on page 21, please clarify that you do not currently
own
any properties or have any operations, financing or investments.

Cole Advisors will face conflicts of interest relating to joint
ventures, which could result in a disproportionate benefit to the
other venture partners at our expense, page 25

34. Please revise, here and on pages 5 and 76, to discuss the risk
that you may have liabilities that exceed the percentage of your
investment in the joint venture and that you may be bound by the
decisions of your co-venturer.

If we are required to register as an investment company under the
Investment Company Act, we could not continue our business, which
may
significantly reduce the value of your investment, page 28

35. We note your disclosure on pages 74-81 listing investments
other
than single tenant commercial real estate in which you may invest,
such as certain types of s