Mail Stop 4561
                                                      December 12,
2005

Michael V. Shustek
President and Chief Executive Officer
Vestin Realty Trust II, Inc.
8379 West Sunset Road
Las Vegas, NV 89113

Re:	Vestin Realty Trust II, Inc.
      Amendment No. 4 to Registration Statement on Form S-4
      Filed November 30, 2005
      File No. 333-125121

Dear Mr. Shustek:

      We have reviewed your 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
information so we may better understand your disclosure.  After
reviewing this information, we may 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 any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

General

1. Please describe the recent meeting called by Mr. Leeper and
other
unitholders, the alternative proposal(s) presented, and the plans
for
the rescheduled meeting.

2. We note your response to prior comment 2.  While we do not
agree
with your analysis, we will raise no further comments at this
time.

Management`s Discussion and Analysis of Financial Condition and
Results of Operation

Distributions to Members, page 74

3. In your description of the measure Distributions to Members you
indicate that you believe it is an additional appropriate measure
of
the company`s operating performance.  Please eliminate this
statement
in your next amendment since the rest of your disclosure indicates
that this is a measure of liquidity.  See SEC Accounting
Disclosure
Rules and Practices Topic Eight I.A.5.

Liquidity and Capital Resources, page 94

4. We note that there are $32.5 million in redemption requests for
2006.  Please disclose when you would consummate the 2006
redemptions
in the event the REIT conversion is not approved.  Please also
disclose this in the second risk factor on page 7.

Financial Statements

Note C - Investments in Real Estate Loans, page F-14

5. We have reviewed your response to comment #10.  Please tell us
why
you have included the imputed interest balance of $860,000 in your
analysis of the impairment charge.  Tell us specifically what this
amount represents and how you have calculated it.  Tell us if this
amount is related to the line item "Imputed interest" in your
reconciliation of the loan portfolio balance to the balance sheet.
Additionally, tell us how you have calculated the impairment
amount
of $1.1 million.  In addition, we believe you should record the
impairment as of June 30, 2005 due to the fact that this should
have
been specifically identified and not included as part of the
general
valuation allowance.

Part II.  Information Not Required in Prospectus

Exhibit 8.1

6. Please revise your REIT opinion to clarify that it relates to
proposed operations as described in the registration statement.

Undertakings

7. Please update your Item 512(a) undertakings in accordance with
the
amendments thereto that became effective as of December 1, 2005.

*  *  *  *

      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 urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

	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 Eric McPhee at (202) 551-3693 or Dan Gordon,
Branch Chief, at (202) 551-3486 if you have questions regarding
comments on the financial statements and related matters.  Please
contact Michael McTiernan, Special Counsel, at (202) 551-3852, or
me
at (202) 551-3780 with any other questions.

Sincerely,



Karen J. Garnett
Assistant Director


cc:	Hillel T. Cohn
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Michael V. Shustek
Vestin Realty Trust II, Inc.
December 12, 2005
Page 3