Mail Stop 0511



							April 20, 2005



C. Patrick Machado
Senior Vice President and Chief Financial Officer
Orion Acquisition Corp. II
501 Second Street, Suite 211
San Francisco, California 94107

		RE:	Orion Acquisition Corp. II
			Registration Statement on Form SB-2
			File No. 333-122431

Dear Mr. Machado:

      After consideration of the company`s supplemental response
and
discussion with counsel, we reissue our prior comment 1 of our
letter
dated February 25, 2005.  Your offering appears to be an "at the
market" primary offering of equity securities by or on behalf of
the
registrant under Rule 415(a)(4) of Regulation C.  Because you do
not
qualify to conduct a primary offering "at the market," please
revise
the terms of your offering to provide that all offers and sales
will
be made at a disclosed fixed price for the duration of the
offering,
resales will be made on a prompt and continuous basis, and the
selling shareholders will be identified as underwriters.  You may
contact Jay Ingram at (202) 942-2791 if you any questions.

      Sincerely,



John Reynolds
Assistant Director
      Office of Emerging Growth Companies


cc.	John Huber, Esq.
	202-637-3374
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