UNITED STATES
SECURITIES A N D EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
April 1 1,2007
DIVISION OF
MARKET REGULATION
Lauren Burnham Prevost
Morris, Manning & Martin, LLP
1600 Atlanta Financial Center
3343 Peachtree Road, N.E.
Atlanta, Georgia 30326- 1044
Re: 	 Cole Credit Property Trust 11, Inc.
Request for Exemptive Relief under Rule 102 of Regulation M
File No.: TP 07-58
Dear Ms. Prevost:
In your letter dated April 9,2007, as supplemented by conversations with the staff, you
request that the Commission grant an exemption from Rule 102 of Regulation M to permit Cole
Credit Property Trust II, Inc. (the "REIT") to effect redemptions of shares of its common stock
pursuant to its Share Redemption Program. We have attached a copy of your letter to this response
to avoid reciting the facts. Unless otherwise noted, terms in this letter have the same meaning as in
your letter.
Response:
As a consequence of the continuous offerings of the REIT'S shares of common stock, the
REIT will be engaged in a distribution of shares of its common stock pursuant to Rule 102 of
Regulation M. As a result, bids for or purchases of shares of its common stock or any reference
security by the REIT or any affiliated purchaser of the REIT are prohibited during the restricted
period specified in Rule 102, unless specifically excepted by or exempted from Rule 102.
On the basis of your representations and the facts presented, but without necessarily
concurring in your analysis, the Commission hereby grants an exemption fiom Rule 102 of
Regulation M to permit the REIT to repurchase shares of its common stock under its Share
Redemption Program while the REIT is engaged in a distribution of shares of common stock. In
granting this exemption, we considered the following facts, among others:
shareholders of the REIT must have held the shares of common stock in the REIT for at
least one year to participate in the Share Redemption Program. The one year holding
requirement may be waived in the event of a stockhold