SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

April 19, 2011
 Mr. Mark D. Ein Chief Executive Officer Capitol Acquisition Corp. II 509 7
th Street, N.W.
Washington, D.C. 20004
Re: Capitol Acquisition Corp. II
Amendment No. 1 to Regist ration Statement on
Form S-1 Filed March 22, 2011
  File No. 333-172295

Dear Mr. Ein:

We have reviewed your registration statem ent and have the following comments.  In
some of our comments, we may ask you to provi de us with information so we may better
understand your disclosure.
 Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe  our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
 After reviewing any amendment to your re gistration statement and the information you
provide in response to these comments, we may have additional comments.
 General

 1. We note your revised disclosure in response to comment 2 of our letter dated March 17,
2011 that shareholders “may tender all” of th eir shares rather than a pro rata amount.
Please revise to clarify if you would be requi red to accept all shares tendered or whether
you could move forward with a combination a nd accept just a pro rata portion of all the
shares tendered.
 Prospectus Cover Page

 2. We note your response to comment 3.  The pros pectus cover page continues to be two
pages.  Please confirm that the cover page wi ll be one page in length when distributed to
investors.

Mark D. Ein, Chief Executive Officer
Capitol Acquisition Corp. II
April 19, 2011
Page 2
Prospectus Summary, page 1
 3. We note your response to comment 7 and the revised disclosure that you may deviate
from your disclosed guidelines.  Please revise this section and the ea rly part of your risk
factors to discuss the possibili ty and risk associated with any deviation from the currently
disclosed guidelines, includi ng the requirement to acqui re an operating business.

Proposed Business, page 48

 Management Expertise and Prior Blank Check Experience, page 49

 4. We note your response to comment 5 and the calc ulations provided.  It appears that the
performance disclosure attempts to convey di sclosure similar to the performance graph
illustrated by Item 201(e) of Regulation S-K,  which is already included in Two Harbors
Investment’s most recent 10-K.  Please revise  your performance disclosure to provide it
in a format that is consistent with Item 201(e).
 We have not identified a target business, page 51

 5. We note the revised disclosure in resp onse to comment 11 that you “anticipate”
determining the fair market value and fair ness associated with any proposed business
combination.  Please revise to clarify if you are required to provide such disclosure for
shareholders to evaluate and rely upon.
 Notes to Financial Statements, page F-7

 Note 7 – Stockholder Equity, page F-11

 Common Stock, page F-11

 6. We have considered your response to our prior comment 16.  Please explain to us why
the shares issued to the sponsor  and held in escrow would not be considered a share based
award subject to a market condition.  Re ference is made to ASC Topic 718-10-30-14.

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing incl udes the information the Securities Act of 1933 and
all applicable Securities Act rules require.  Since the company and its management are in
possession of all facts relating to a company’s disc losure, they are responsible for the accuracy
and adequacy of the disclosures they have made.
Notwithstanding our comments, in the event you request acceleration of the effective date
of the pending registration statement please pr ovide a written statement from the company
acknowledging that:

Mark D. Ein, Chief Executive Officer
Capitol Acquisition Corp. II
April 19, 2011
Page 3
 should the Commission or the staff, acting purs uant to delegated authority, declare the
filing effective, it does not foreclose the Co mmission from taking any action with respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

 the company may not assert staff comments a nd the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Please refer to Rules 460 and 461 regarding re quests for acceleration.  We will consider a
written request for acceleration of  the effective date of the regi stration statement as confirmation
of the fact that those reques ting acceleration are aware of thei r respective responsibilities under
the Securities Act of 1933 and the Securities Excha nge Act of 1934 as they relate to the proposed
public offering of the securities specified in th e above registration stat ement.  Please allow
adequate time for us to review any amendment prior to the requested effective date of the
registration statement.

You may contact Mark Rakip, Staff Accountant, at (202) 551-3573 or Robert Telewicz,
Accounting Reviewer, at (202) 551-3438 if you have questions regarding comments on the financial
statements and related matters. Please contact Folake Ayoola, Attorney-Advisor, at (202) 551-36537 or me at (202) 551-3386 with any other questions.

        S i n c e r e l y ,             D u c  D a n g          A t t o r n e y - A d v i s o r   cc:  David Alan Miller, Esq.
Jeffrey M. Gallant, Esq. Via facsimile : (212) 818-8881