| January 29, 2010 VIA EDGAR |
| Ms. Patricia Williams Securities and Exchange Commission 100 F Street, NE Washington, DC 20549 |
| RE: | Nicholas II, Inc. (the “Fund”) |
| Registration Nos. 002-85030/811-03851 |
Ms. Williams:
This Post-Effective Amendment (“PEA”) No. 38 to the Fund’s Registration Statement relating to its Class I and Class N shares is being filed pursuant to Rule Rule 485(b) under the Securities Act of 1933 for the purpose of:
| (a) | responding to your oral comments and suggestions to PEA No. 36 to the Fund’s Registration Statement received on January 21, 2010; |
| (b) | updating any missing information; |
| (c) | filing any updated exhibits to the Registration Statement; and |
| (d) | making any other nonmaterial changes as appropriate. |
This PEA has an effective date of January 29, 2010.
Please telephone the undersigned at (414) 272-4650 or Jason T. Thompson of Michael Best & Friedrich LLP at (414) 277-3482 with any questions you may have or for any further information you may desire.
Very truly yours,
| /s/ Jeffrey T. May Senior Vice President, Secretary and Treasurer Cc: Jason T. Thompson |
