SecProbe.io

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      May 3, 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.
	Amendment No. 2 to Form S-11
	Filed on April 11, 2005
      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. Please note the review of your request for no action relief
regarding your share redemption program is ongoing.

2. We note your response to prior comment 7; however, please note
that we are not taking a position on your assertion that tenant-
in-
common interests are "real estate interests" under Section
3(c)(5)(C)
of the Investment Company Act.

3. We note your response to prior comment 8; however, we reissue
our
previous comment.  Please disclose under a separate section the
information required by Item 404.

The Offering, page 11

4. We note the last sentence of the first paragraph states that
you
may terminate the offering at any time.  Please revise to state
you
may terminate this primary offering anytime prior to the stated
termination date.

Risk Factors
Risks Related to Conflicts of Interest, page 21

We may participate in Tenant-in-Common Programs with affiliates of
our advisor that will not be the results of arm`s length
negotiations
and will result in conflicts of interest, pages 22-23

5. In connection with your response to prior comment 18, we note
no
risk factor disclosure regarding your contractual obligation to
purchase the unsold TIC interests and to provide security for
these
guarantees.  Please revise to discuss these added risks
accordingly.

6. Revise to delete all mitigating language from the text of your
risk factor here and on pages 38-39.  For example, revise to
delete
the following:
* Second sentence in this risk factor beginning, "Although we do
not
presently . . ." and ending, ". . . is in our best interest;"
* First dependent clause of the fourth sentence stating, "In the
event that our board of directors. . ." and ending, "best interest
to
participate in the Tenant-in-Common program;"
Currently, these phrases mitigate the risk of your participation
in
the TIC program and are therefore inappropriate for risk factor
disclosure.

The Advisor, page 53
The Advisory Agreement, pages 55-56

7. We note your response to prior comment 22 from our last letter
on
page 56.  Since your CEO and CFO are employed by your current
Advisor, please revise to describe who will determine whether a
substitute advisor holds sufficient qualifications.  Further,
revise
to describe the factors used to determine whether an advisor
assignee
or substitute advisor holds sufficient qualifications and
justifies
the compensation payable to your current advisor.

Investment Objectives and Policies,
Types of Investment, pages 70-71

8. In connection with your response to prior comment 23 and noting
your continued risk factor disclosure on page 21, we note that you
have not identified any specific foreign countries or regions
where
you may invest in mortgage loans or participations in mortgage
loans
secured by real property located in foreign countries.  Please
revise
your disclosure on page 71 to clarify what you mean by region,
i.e.
region in the United States or region on another continent?
Further,
if appropriate, please add a risk factor describing any potential
impact that these foreign investments will have on your ability to
qualify or maintain your qualification as a REIT under the United
States Internal Revenue Code and your ability to maintain an
exception or exemption from the Investment Company Act of 1940.

9. Please disclose any limitation on the percentage of foreign
assets
you may acquire, such as whether these investments fall within the
20% miscellaneous category described in your Investment Company
Act
risk factor on page 25.

10. Further, if applicable, please discuss whether the amount of
distributions you may be able to generate from such foreign assets
may be limited or reduced by the foreign nature of these assets.
For
example, we note you may be required to pay foreign income and
other
taxes on assets attached to real property located outside the
United
States which may lower the amount of cash available to pay your
distributions.

Tenant-in-Common Program, pages 79-80

11. We note your duplicative disclosure on pages 22, 38 and 80.
We
reissue prior comment 24 from our last letter.   Revise this
section
to provide greater detail regarding the role of each entity
regarding
fees and the exchange of these TIC interests.  When we requested
this
disclosure we cited examples of potentially helpful disclosure.
If
Cole Capital Partners or Cole Capital Corporation will receive
consideration for acquiring properties rather than the Cole
Exchange
Entity, so state.  Please identify any eligible entity that will
prepare and market the private placement offerings and sell these
interests.  We also requested that you specify what types of
security
Cole Credit will offer for the guarantees.   Please revise
accordingly.

12. Further, rather than state that Cole Capital will receive
substantial fees, we asked you to describe how these accommodation
fees will be determined, and discuss whether there are separate
fees
that you will receive for contracting to acquire any and all
unsold
co-tenancy interests from a Cole Exchange Entity.  For example,
describe whether "no fees at all will be charged," "no
appreciation
in the value of the TIC interest will be charged" or both when you
say "at cost."   Also, what will be the basis for the "current
appraised value of the property interests?"  Will you seek
independent third party appraisals or determine market value in
another manner? We note your Advisory Agreement, Exhibit 10.2
defines
"Appraised Value" as an appraisal made by an Independent Appraiser
as
defined in Exhibit 10.2.  We note your extensive prior performance
dealing with the acquisition and sale of TIC interests; therefore,
it
would not appear overly burdensome to provide investors with full
and
fair disclosure regarding this potentially significant aspect of
your
operations.

Liquidity and Capital Resources, page 85

13. We note your response to prior comment 25.  Regarding your
informal arrangement to receive advances from your Advisor beyond
reimbursement for organizational and offering expenses, please
state
what interest rate, if any, you will be charged for these
advances.
Further, confirm whether your Advisor will set any repayment
deadlines for these advances.

Excluded Distributions, page 124

14. In connection with your response to prior comment 27,
supplementally, please tell us, with a view toward disclosure,
what
impact these excluded distributions may have on meeting your
required
90% REIT distributions based on taxable income.  For example, what
guidelines will be used in when or how to determine the amount of
an
excluded distribution? If your cash account is low, may you use
this
excluded distribution to assist in meeting the required REIT
distributions?

Prior Performance Tables

Table II, Page A-9
15. We note your response to comment 30. Explain to us and
disclose
why you did not raise any monies in the offerings of your 20 prior
programs aggregated under footnote (5) to Table II on page A-16.
Also explain why you did not incur any underwriting fees and
advisory
fees for these programs.  If the offerings from these programs did
not close in the most recent three years, then tell us how you
considered the requirements of Instruction 1 to Table II of
Industry
Guide 5 or revise accordingly.

* * *

      As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review.  Please
understand that we may have additional comments after reviewing
your
amendment and responses to our comments.

      We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.

      We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

      You may contact Andrew Mew at (202) 942-2913 or Accounting
Branch Chief, Kathleen Collins, at (202) 942-2814 if you have
questions regarding comments on the financial statements and
related
matters.  Please contact Neil Miller at (202) 942-1851 or me at
(202)
942-2987 with any other questions.

Sincerely,

Peggy Kim
Senior Counsel

cc:	Rosemarie A. Thurston, Esq. (via facsimile)
	Lauren Burnham Prevost, Esq.
	Morris, Manning & Martin, LLP

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Cole Credit Property Trust II, Inc.
May 3, 2005
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