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ANTHONY
L.G., PLLC

    laura
        aNTHONy, esq

        GEOFFREY
        ASHBURNE, ESQ*

        JOHN
        CACOMANOLIS, ESQ**

        CHAD
        FRIEND, ESQ, LLM

        SVETLANA
        ROVENSKAYA, ESQ***

    www.ANTHONYPLLC.com

        WWW.SECURITIESLAWBLOG.COM

        WWW.LAWCAST.COM

        DIRECT
        E-MAIL:

        LANTHONY@ANTHONYPLLC.COM

    OF
        COUNSEL:

        MICHAEL
        R. GEROE, ESQ, CIPP/US****

        CRAIG
        D. LINDER, ESQ*****

        PETER
        P. LINDLEY, ESQ, CPA, MBA

        KIMBERLY
        L. RUDGE, ESQ

        STUART
        REED, ESQ

        MARC
        S. WOOLF, ESQ

*licensed
in CA

**licensed
in FL and NY

***licensed
in NY and NJ

****licensed
in CA, DC, MO and NY

*****licensed
in CA, FL and NY

March
12, 2020

VIA
ELECTRONIC EDGAR FILING

Office
of Finance

Division
of Corporation Finance

Securities
and Exchange Commission

100
F. Street, N.E.

Washington,
D.C. 20549

    Re:

    Worthy
        Peer Capital II, Inc.

        Amendment
        No. 1 to Offering Statement on Form 1-A

        Filed
        March 9, 2020

        File
        No. 024-11150

Dear
Sir or Madam:

We
have electronically filed herewith on behalf of Worthy Peer Capital II, Inc. (the “Company”) Amendment No. 2 (“Amendment
No. 2”) to the above-referenced offering statement on Form 1-A originally filed on February 5, 2020 as amended on March
9, 2020 (“Form 1-A”). Amendment No. 2 is marked with < R > tags to show changes made from Amendment No. 1 to
the Form 1-A filed on March 9, 2020. In addition, we have included a narrative response herein keyed to the comments of the staff
of the Division of Corporation Finance (the “Staff”) set forth in the Staff’s comment letter to Sally Outlaw
dated March 11, 2020. We trust you shall deem Amendment No. 2 and the contents of this transmittal letter responsive to your comment
letter.

Office
of Finance

Division
of Corporation Finance

Securities
and Exchange Commission

March
12, 2020

Page
2

Part
II

Description
of Worthy II Bonds

Jury
Trial and Class Actions Waivers, page 31

Comment:

1.
Please revise this section to clarify whether the jury trial and class action waivers apply if an investor opts out of the
arbitration provision. In this regard, we note that your disclosure on page 15 suggests that, if the investor opts out of the
arbitration provision, the investor has also opted out of the jury trial and class action waivers. Please make conforming revisions
throughout the offering circular.

Response:

In
response to the Staff’s comment, the Company has revised the Form 1-A on page 15, as well as on page 31, to clarify that
if the investor opts out of the arbitration provision, the investor has also opted out of the jury trial and class action waivers.

Part
III Exhibits

Index
to Exhibits, page 39

Comment:

2.
We note your response to comment 10 and the revisions to the form of Worthy II Bond Investor Agreement. Please revise Section
5(b)(iv) of Exhibit 4.1 to remove the statement that the investor has reviewed the Offering Circular.

Response:

In
response to the Staff’s comment, the Company has removed the statement that the investor has reviewed the Offering Circular
from Section 5(b)(iv) of Exhibit 4.1.

If
the Staff has any further comments regarding the Form 1-A, Amendment No.2 or any subsequent amendments to the Company’s
offering statement on Form 1-A, please feel free to contact the undersigned.

    Anthony
    L.G., PLLC

    By:

    /s/
    Laura Anthony

    Laura
    Anthony, Esq.

    cc:

    Michael
    Henderson/ U.S. Securities and Exchange Commission

    Hugh
        West /U.S. Securities and Exchange Commission

        Sonia
        Bednarowski/U.S. Securities and Exchange Commission

        Dietrich
        King/U.S. Securities and Exchange Commission

    Sally
    Outlaw/Worthy Peer Capital II, Inc.

    Craig
    D. Linder, Esq./Anthony L.G., PLLC

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