Mail Stop 0511



							April 28, 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 note that the selling shareholder table reflects the
registration, for resale, of 1,290,322 shares held by Special
Situations Private Equity Fund, L.P.; 967,742 shares held by
Special
Situations Fund III, L.P; 652,114 shares held by Joseph J. Grano,
Jr.; 322,581 shares held by Special Situations Cayman Fund, L.P.;
and
32,258 shares held by Joseph F. Barletta.  In light of the
company`s
representation in its supplemental response to our prior comment
1;
specifically, that it has "revised the terms of the offering to
include only selling stockholders who are non-affiliates of the
[r]egistrant, and who are neither broker-dealers nor affiliates or
associates of broker-dealers," it appears that the shares held by
these entities and/or individuals should be removed from the
registration statement.  Revise or advise.

Management
2. As it relates to Mr. Bailey`s experience, please provide
information for the last five years as required by Item 401(a)(4)
of
Regulation S-B.

Financial Statements
3. Your attention is directed to Item 310(g) of Regulation S-B and
the possible need for updated financial statements and related
disclosures.

Part II - Information Not Required in Prospectus

Undertakings
4. As an undertaking, please include the substance of the
company`s
supplemental response to our prior comment 1, i.e., "the
registrant
undertakes that it will not file a registration statement . . . ."

Form 8-K/A filed March 4, 2005
5. We reviewed your response to comment 15. The financial
statements
required by Item 9.01 of Form 8-K should be filed in an amendment
no
later than 75 days after the completion of the acquisition.
Please
amend the filing to remove the post-acquisition financial
statements
of the subsidiary as of December 31, 2004, and provide the interim
statements of operations, cash flows and related disclosures, as
of
September 30, 2004.

Form 10-KSB filed February 11, 2005

6. We reviewed your response to comment 17.  Revise the Form 10-
KSB
to reflect all applicable comments on the Form SB-2, including
those
previously issued.

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 Brian Bhandari at (202) 551-3390 if you have
questions regarding comments on the financial statements and
related
matters. Questions on other disclosure issues may be directed to
Jay
Ingram at (202) 551-3397, or to Mike Karney who supervised the
review
of your filing, at (202) 551-3847.

      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
April 28, 2005




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