Mail Stop 4561

      June 28, 2007

Gerald J. Riehsen, III
Executive Vice President
Behringer Harvard Opportunity REIT II, Inc.
15601 Dallas Parkway, Suite 600
Addison, Texas  75001

Re:	Behringer Harvard Opportunity REIT II, Inc.
	Amendment No. 1 to Registration Statement on Form S-11
      Filed June 19, 2007
      Registration No. 333-140887

Dear Mr. Riehsen:

	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 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. Please update your financial statements pursuant to Rule 3-12
of
Regulation S-X.

Risk Factors, page 34

Behringer Harvard Opportunity Advisors II LP and its
affiliates...,
page 40

2. Please expand the disclosure to address the conflict caused by
compensation arrangements based on budgeted amounts, including
acquisition and asset management fees.

We may suffer from delays in locating suitable investments...,
page
34.
3. Please revise to include the disclosure from page 137 that
historically public programs sponsored by affiliates of your
advisor
have experienced losses during the first several quarters of
operations, due to initial start-up costs, lack of revenue
producing
activity and delay between property investment and revenues.

Prior Performance, page 136
4. We note that on page 139 you aggregate reasons for adverse
developments of programs, provide an example of one program that a
bankruptcy which resulted in adverse developments of one
particular
program and refer investors to the tables. Please revise your
discussion of adverse business developments to separately discuss
each program which suffered adverse business developments and the
reasons for such developments in each program.
5. Please reconcile the names of the Public Programs to those in
the
tables.

Pending Litigation, page 139

6. We note your response to comment 32.  Please advise us where
you
have included disclosure relating to the extent of the
underperformance as requested in our prior comment.

Prior Performance Tables, page A-1

Table V

7. Please revise the table so that all columns appear on one page.


*	*	*

      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 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 Rachel Zablow, Staff Accountant at 202-551-
3428
or Cicely LaMothe, Accounting Branch Chief, at 202-551-3413 if you
have questions regarding comments on the financial statements and
related matters.  Please contact Michael McTiernan at 202-551-3852
or
me at 202-551-3495 with any other questions.

      Sincerely,



Elaine Wolff
Branch Chief

cc:	Robert Bergdolt, Esq. (via facsimile)
Gerald J. Riehsen, III
Behringer Harvard Opportunity REIT II, Inc.
June 28, 2007
Page 1