Mail Stop 0511



							May 9, 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:

      We have reviewed your amended filing and have the following
comments.  Where indicated, we think you should revise your
document
in response to these comments.  If you disagree, we will consider
your explanation as to why our comment is inapplicable or a
revision
is unnecessary.  Please be as detailed as necessary in your
explanation.  In some of our comments, we may ask you to provide
us
with supplemental information so we may better understand your
disclosure.  After reviewing this information, we may or may not
raise additional comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.
General
1. We have considered your supplemental response to our prior
comment
1.  Given the large percentage of collective ownership held by
Special Situations Private Equity Fund, L.P.; Special Situations
Fund
III, L.P; and Special Situations Cayman Fund, L.P. ("the "SSF
Entities"), coupled with the fact that the SSF Entities are under
the
common control of Austin Marxe and David Greenhouse, we continue
to
believe that the shares being registered for resale on behalf of
these entities should be removed from the registration statement
in
accordance with comment 1 of our letter dated April 28, 2005.  The
shares being registered for resale on behalf of Messrs. Grano and
Barletta may remain on the current registration statement.
2. Your attention is directed to Item 310(g) of Regulation S-B and
the possible need for updated financial statements and related
disclosures.

Closing Comments

      As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review.  Please
understand that we may have additional comments after reviewing
your
amendment and responses to our comments.

      We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.

      We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

      You may contact Jay Ingram at (202) 551-3397 if you have any
questions.

      Sincerely,



John Reynolds
Assistant Director
      Office of Emerging Growth Companies


cc.	Bradley Bugdanowitz, Esq.
	415-395-8095

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Orion Acquisition Corp. II
May 9, 2005




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