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GS Mortgage Securities Corporation II
200 West Street
New York, New York 10282-2198
(212) 902-1000


December 20, 2018

Katherine Hsu
Division of Corporation Finance

Office of Structured Finance

United States Securities and Exchange Commission
Mail Stop 3628
100 F Street, N.E.
Washington, D.C. 20549

Re:GS Mortgage Securities Corporation II
Registration Statement on Form SF-3 (File No. 333-226082)

Dear Ms. Hsu:

In accordance with Rule 461 under the Securities Act of 1933, as amended, GS Mortgage Securities Corporation II (the “Company”) hereby requests acceleration of effectiveness of the above-referenced Registration Statement to 3:00 p.m., Washington, D.C. time, on December 21, 2018, or as soon thereafter as practicable.

The Company is aware of its responsibilities under the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended, as they relate to proposed public offering of the securities specified in the above-captioned registration statement. The Company acknowledges that: (a) should the Securities and Exchange Commission (the “Commission”) or its 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; (b) 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 (c) 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.

 

GSMSCII Shelf Acceleration Request

   

 

 

  Very truly yours,
   
  GS MORTGAGE SECURITIES CORPORATION II
By:/s/ Leah Nivison
  Name: Leah Nivison
  Title: Director

 

 

 

cc:Lisa Pauquette, Esq.
  Cadwalader, Wickersham & Taft LLP

 

 

 

GSMSCII Shelf Acceleration Request