CHAPMAN AND CUTLER LLP
                             111 WEST MONROE STREET
                            CHICAGO, ILLINOIS 60603



                                  July 24, 2009



Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549


Re:            First Trust Strategic High Income Fund II (the "Fund")

To the Commission:

         On behalf of the above Fund, electronically transmitted herewith
pursuant to Rule 14a-6 under the Securities Exchange Act of 1934 are the
preliminary proxy statement, form of proxy and other soliciting materials for
the Fund. It is intended that the proxy materials will be mailed to shareholders
of the Fund on or about August 4, 2009. Please call the undersigned at (312)
845-3446 (fax (312) 701-2361) with any questions or comments regarding this
filing.

                                Very truly yours,

                                CHAPMAN AND CUTLER LLP



                                By /s/ Suzanne M. Russell
                                   ------------------------------
                                   Suzanne M. Russell