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                               June 1, 2023

       Amos Barclay
       Partner
       Holland & Hart LLP
       1800 Broadway, Suite 300
       Boulder, Colorado 80302

                                                        Re: Moody National REIT
II, Inc.
                                                            Schedule TO-C filed
May 24, 2023
                                                            File No. 005-94072

       Dear Amos Barclay:

              We have reviewed your filing and have the following comments. In
some of our
       comments, we may ask you to provide us with information so we may better
understand your
       disclosure.

               Please respond to these comments by providing the requested
information or advise us as
       soon as possible when you will respond. If you do not believe our
comments apply to your facts
       and circumstances, please tell us why in your response.

               After reviewing your response to these comments, we may have
additional comments.
       All defined terms used herein have the same meaning as in your offer
materials.

       Schedule TO-C filed May 24, 2023

       General

   1.                                                   Provide the disclosure
required by Item 1003(c) of Regulation M-A for each person
                                                        specified in
Instruction C to Schedule TO, including the starting and ending dates of
                                                        material occupations,
positions, offices or employment during the past five years for such
                                                        person and his or her
country of citizenship.
       Establishment of the Offer Price, page 6

   2.                                                   We note your disclosure
that    [f]or the period between February 6, 2023 and May 16,
                                                        2023, CTT Auctions
reported a secondary market trading price of $7.75 for shares of the
                                                        Corporation   s common
stock.    If such report is based on a single transaction, so state.
                                                        Alternatively, if such
report is based on multiple transactions at different prices, provide
                                                        the range of such
prices.
 Amos Barclay
Holland & Hart LLP
June 1, 2023
Page 2

        We remind you that the filing persons are responsible for the accuracy
and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

      Please direct any questions to Christina Chalk at (202) 551-3792 or Blake
Grady at (202)
551-8573.



FirstName LastNameAmos Barclay                              Sincerely,
Comapany NameHolland & Hart LLP
                                                            Division of
Corporation Finance
June 1, 2023 Page 2                                         Office of Mergers &
Acquisitions
FirstName LastName