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May 1, 2023
Brent Beal
Chief Executive Officer
ETX Park Fund #2, LLC
203 East Main, Suite 200
Nacogdoches, TX 75961
Re:ETX Park Fund #2, LLC
Offering Statement on Form 1-A
Filed April 17, 2023
File No. 024-12222
Dear Brent Beal:
            We have limited our review of your offering statement to those issues we have addressed
in our comments.  In some of our comments, we may ask you to provide us with information so
we may better understand your disclosure.
            Please respond to this letter by amending your offering 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 offering statement and the information you
provide in response to these comments, we may have additional comments.
Offering Statement on Form 1-A filed April 17, 2023
Cover Page
1.We note your indication on the cover page of your offering circular that a minimum
offering amount is "not applicable."  Please reconcile this with your statement in the sixth
paragraph of your cover page that "Proceeds from this Offering will be held in escrow
until the Minimum Offering Amount is met," or advise.
Summary of the Offering, page 4
2.We note from your disclosure elsewhere that the Class A Membership Interests have
limited voting rights.  Please update your disclosure to state the type of voting rights that
the Class A Membership Interests have, and also to explain the type of voting rights that
the Class B Membership Interests have.

 FirstName LastNameBrent Beal
 Comapany NameETX Park Fund #2, LLC
 May 1, 2023 Page 2
 FirstName LastName
Brent Beal
ETX Park Fund #2, LLC
May 1, 2023
Page 2
Risk Factors, page 7
3.Please revise to add a risk factor to discuss the Preferred Return of 7% that you disclose
on page 31, and to expand on your statement there that you cannot guarantee that you will
generate sufficient cash to pay any distributions, and explain to investors the
consequences, if any, if you do not pay the preferred return.  Include in your discussion a
statement regarding the risk that you may not raise a sufficient amount of funds to cover
the initial purchase of the land acquisition.
4.We note that the option agreement is signed by Brent Beal as managing partner of ETX
Park Fund #1, LP, as optionor/seller, and by Brent Beal as manager of ETX Park Fund #2,
LLC, as optionee/buyer.  We also note your disclosure that Brent Beal and Brock Beal are
partial owners of ETC Park Fund #1, LP and do not have control of the entity.  Please
revise your risk factor disclosure to detail the specific risks associated with your conflicts
of interest, including, if applicable, whether the property is subject to any liens or
financing.  In addition, please detail each potential conflict of interest arising from the fact
that your proceeds will be designated to an affiliate via the option agreement and provide
details on the Beals' involvement in ETX Park Fund #1, LP as part of your business
experience disclosure.
Securities Being Offered, page 31
5.We note your disclosure here and in the operating agreement filed as Exhibit 3
that "[p]rofits shall be allocated . . . to and among the Class A and Class B Members in an
amount which is necessary to increase their capital account balances to the amount of their
Invested Capital."  Please revise to define the term Invested Capital and to explain how
this mechanism works. In this regard, we also note that "Invested Capital" is defined in the
operating agreement as "with respect to any Class A Member, the capital contributed by
such Class A Member to the Company," but that there is no definition with respect to
Class B Members.
Exhibits
6.We note that the auditor consent filed as an exhibit references an independent auditor's
report dated January 23, 2023.  The Independent Auditor's Report included with your
offering statement is dated January 30, 2023.  Please reconcile and revise.
7.We note that the governing law provisions in Article 4.9 and Section 21 of your
Subscription Agreement and Operating Agreement, respectively, indicate that the
agreements will be governed in accordance with the laws of the State of Texas.  Please
describe these provisions in your offering circular, including any risks or other impacts on
investors, and disclose whether these provisions apply to actions arising under the
Securities Act or Exchange Act.  In this regard, we note that Section 27 of the Exchange
Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or
liability created by the Exchange Act or the rules and regulations thereunder, and that

 FirstName LastNameBrent Beal
 Comapany NameETX Park Fund #2, LLC
 May 1, 2023 Page 3
 FirstName LastName
Brent Beal
ETX Park Fund #2, LLC
May 1, 2023
Page 3
Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts
over all suits brought to enforce any duty or liability created by the Securities Act or the
rules and regulations thereunder.  If the provision applies to Securities Act claims, please
also state that there is uncertainty as to whether a court would enforce such provision, and
that investors cannot waive compliance with the federal securities laws and the rules and
regulations thereunder.  If this provision does not apply to actions arising under the
Securities Act or Exchange Act, please also ensure that the agreement provisions state this
information clearly, or tell us how you will inform investors in future filings that the
provision does not apply to any actions arising under the Securities Act or Exchange Act.

In addition, we note that Section 21 of your operating agreement also states that "[a]ny
request for equitable relief and/or litigation arising thereunder will be initiated solely in
Chicago, Illinois."  Please reconcile your disclosure or advise.

            We will consider qualifying your offering statement at your request.  If a participant in
your offering is required to clear its compensation arrangements with FINRA, please have
FINRA advise us that it has no objections to the compensation arrangements prior to
qualification.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.  We also remind you that, following qualification of your Form 1-A, Rule 257
of Regulation A requires you to file periodic and current reports, including a Form 1-K which
will be due within 120 calendar days after the end of the fiscal year covered by the report.
            You may contact Isabel Rivera at 202-551-3518 or Dorrie Yale at 202-551-8776 if you
have any questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Nicholas Antaki