Proskauer Rose LLP Eleven Times Square New York, NY 10036-8299 

 May 1, 2012

Peter M. Fass
Member of the Firm

d 212.969.3445
f 212.969.2900
pfass@proskauer.com
www.proskauer.com  

VIA EDGAR

United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, NE
Washington, DC 20549
Attention: Michael McTiernan

Re: Lightstone Value Plus Real Estate Investment Trust II, Inc.
Pre-Effective Amendment No. 1 to Post-Effective Amendment No. 7 to Form S-11
Filed April 27, 2012
File No. 333-151532

Dear Mr. McTiernan:

On behalf of our client Lightstone Value Plus Real Estate Investment Trust II, Inc. (the “Company”), we are submitting this letter in response to the written comments of the staff (the “Staff”) of the United States Securities and Exchange Commission (the “Commission”) contained in your letter, dated May 27, 2012 (the “Comment Letter”), with respect to Pre-Effective Amendment No. 1 to Post-Effective Amendment No. 7 to the Registration Statement on Form S-11 filed by the Company with the Commission on April 27, 2012 (No. 333-151532).

The Company’s responses are set forth below, with the headings and numbered items of this letter corresponding to the headings and numbered items contained in the Comment Letter. For the convenience of the Staff, each of the comments from the Comment Letter is restated in bold italics prior to the Company’s response. Capitalized terms used but not defined in this letter shall have the respective meanings given to such terms in Post-Effective Amendment No. 7 (“Amendment No. 7”).

General

1. Please provide us an analysis as to how the following communication complies with Section 5(b)(1) of the Securities Act:

· “Lightstone Value Plus REIT II, Inc. Investing Opportunistically to Create Long-Term Value” Investor Presentation, which is located at www.iconinvestments.com/uploads/Lightstone-REIT-II%20Presentation-To-Be-Used-with-Prospectus.pdf

May 1, 2012

Page 2

We note that sales literature must be accompanied or preceded by a Section 10(a) prospectus.

We advise the Staff that, as discussed with the Staff on a conference call on April 30, 2012, the ability to access the referenced investor presentation on the referenced website without it being preceded by a prospectus was a technological glitch on the Company’s dealer manager’s website, which is being fixed. Additionally, the following risk factor will be added to the Company’s next prospectus supplement filed pursuant to Rule 424(b)(3) of the Securities Act of 1933, as amended (the “Securities Act”):

“If any of our public communication is held to be in violation of federal securities laws relating to public communications, we could be subject to potential liability. Investors in this offering should rely only on the statements made in this prospectus, as supplemented to date, in determining whether to purchase common stock.

From time to time, we or our representatives make public statements relating to our business and its prospects. Such communications are subject to federal securities laws. If any of our public communications are held by a court to be in violation of Section 5 of the Securities Act and a claim for damages is brought against us in connection therewith by one or more of our stockholders that purchased common stock on the basis of such communications before receiving a copy of this prospectus, as supplemented to date, and potentially other stockholders, we could be subject to liability in connection with the common stock we sold such persons during such period. Such stockholders would have a period of 12 months following the date of any violation determined by a court to have occurred to bring a Section 5 claim. Our liability in a Section 5 claim could include statutory interest from the date of such stockholder’s purchase, in addition to possibly other damages determined by a court. In the event that any of our communications are claimed to have been made in violation of Section 5 of the Securities Act, we expect that we would vigorously contest such claim. Nevertheless, we could not give any assurance as to any court’s ultimate determination with respect to any such claim. Accordingly, there is a risk that we could be subject to potential liability with respect to any Section 5 claim brought against us, and such liability may adversely affect our operating results or financial position.”

Risk Factors, page 22

Distributions paid from source other than our cash flow from operations, particularly from proceeds of this offering . . . , page 23

May 1, 2012

Page 3

2. In future quarterly updates to the prospectus, please update this risk factor to quantitatively discuss any shortfall in distribution coverage and include it as a summary risk factor in the base prospectus or sticker supplement.

We advise the Staff that the Company will update the referenced risk factor to quantitatively discuss any shortfall in distribution coverage in each Post-Effective Amendment filed by the Company pursuant to the undertaking in Section 20.D. of Industry Guide 5. Furthermore, the next prospectus supplement filed pursuant to Rule 424(b)(3) of the Securities Act will incorporate the referenced summary risk factor on the cover of the prospectus. Please find enclosed changed pages marked against the prospectus supplement forming a part of Amendment No. 7 illustrating such change.

Funds from Operations and Modified Funds from Operations, page 157

3. We note your tabular disclosure immediately following footnote (5) on page 162. In the final prospectus filed pursuant to Rule 424(b), please move this disclosure to either your distribution or dilution sections.

We advise the Staff that the tabular disclosure immediately following the referenced footnote (5) has been moved to the distributions section on page 128. Please find enclosed changed pages marked against the prospectus supplement forming a part of Amendment No. 7 illustrating the above referenced change. The next prospectus supplement filed pursuant to Rule 424(b)(3) of the Securities Act will incorporate such changes.

4. We note your disclosure regarding distributions paid for the year ended December 31, 2011 as compared to FFO for the year ended December 31, 2011. In the final prospectus filed pursuant to Rule 424(b), please move this disclosure to your distribution section.

We advise the Staff that the referenced disclosure has been moved to the distributions section on page 128. Please find enclosed changed pages marked against the prospectus supplement forming a part of Amendment No. 7 illustrating the above referenced change. The next prospectus supplement filed pursuant to Rule 424(b)(3) of the Securities Act will incorporate such changes.

Sales Literature, page 216

5. We note that the aforementioned sales material was not submitted to us for review. Please undertake that you will provide us with all promotional material and sales literature, including material that will be used only by broker-dealers. In this regard, please note that sales materials must set forth a balanced presentation of the risks and rewards to investors and should not contain any information or disclosure that is inconsistent with or not also provided in the prospectus. Please refer to Item 19.B of Industry Guide 5.

May 1, 2012

Page 4

Pursuant to Item 19.B of Industry Guide 5, the Company undertakes to provide the Staff with all promotional material and sales literature, including material that will be used only by broker-dealers.

As requested by the staff, we have been advised, and the Company represents, that, except as set forth in this paragraph, the referenced Investor Presentation and a “Fund Fact Sheet” for the Company, dated as of December 31, 2011, are the only sales materials that were used by the Company or the dealer manager with respect to this offering but were not submitted to the Staff since January 1, 2011. In March 2012, the president and chief operating officer of the Company spoke at an investment conference for broker dealers and registered investment advisors only sponsored by JP Turner (the "JP Turner Conference"). There were no investors present at the JP Turner Conference and the prospectus for this offering, as supplemented to the date of the conference, was available to all attendees. The president and chief operating officer of the Company showed a PowerPoint presentation (the "JP Turner Presentation"), which was used as talking points and not distributed nor otherwise made available in hard-copy form, at the JP Turner Conference. The JP Turner Presentation was used only once at the JP Turner Conference and will not be used again. Similarly, in April 2012, the chief financial officer of the Company spoke at an investment conference for broker dealers and registered investment advisors only sponsored by ICON Investments, the Company's dealer manager (the "ICON Conference"). There were no investors present at the ICON Conference and the prospectus for this offering, as supplemented to the date of the conference, was available to all attendees. The chief financial officer of the Company showed a PowerPoint presentation (the "ICON Presentation"), which was used as talking points and not distributed nor otherwise made available in hard-copy form, at the ICON Conference. The ICON Presentation was used only once at the ICON Conference and will not be used again. We will send the Staff supplementally via overnight delivery copies of the JP Turner Presentation and the ICON Presentation.

Pursuant to a telephone conversation with the Staff, the tabular disclosures on pages 12 and 128 of the prospectus have been revised to remove the sources of distributions for 2009 and 2010.

The Company acknowledges that:

· should the Commission or the Staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

· the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

· the Company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Thank you for your prompt attention to this letter responding to the Staff’s comments. Please direct any questions concerning this response to Leon Volchyok undersigned at (212) 969-3434.

Yours truly,

/s/ Peter M. Fass     

Peter M. Fass, Esq.