April 12, 2019

Tilman J. Fertitta
Co-Chairman and Chief Executive Officer
Landcadia Holdings II, Inc.
1510 West Loop South
Houston, Texas 77027

       Re: Landcadia Holdings II, Inc.
           DRS Form S-1 submitted on March 18, 2019
           File No. 377-02548

Dear Mr. Fertitta:

       We have reviewed your draft registration statement 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 this letter by providing the requested information and
either submitting
an amended draft registration statement or publicly filing your registration
statement on
EDGAR. If you do not believe our comments apply to your facts and circumstances
or do not
believe an amendment is appropriate, please tell us why in your response.

      After reviewing the information you provide in response to these comments
and your
amended draft registration statement or filed registration statement, we may
have additional
comments.

DRS Form S-1 submitted on March 18, 2019

Summary
Initial Business Combination, page 5

1.     You disclose in a risk factor at page 48 and under "Liquidity" at page
64 that although you
       have not selected any specific target, you intend to target a business
larger than you could
       acquire with the net proceeds of this offering and related private
placement warrants. You
       indicate that you may be required to seek additional financing. Please
disclose this in
       your summary and address any additional financing you contemplate. In
that regard, we
       note your references at pages 56 and 62 to a contingent forward purchase
agreement or
       backstop agreement you may enter into following consummation of this
offering. Please
       also address how these various references to seeking additional
financing to consummate
       any initial business combination fit within your disclosure of an
"Affiliated Joint
 Tilman J. Fertitta
FirstName Holdings II, Inc. J. Fertitta
Landcadia LastNameTilman
Comapany NameLandcadia Holdings II, Inc.
April 12, 2019
Page 12,
April 2 2019 Page 2
FirstName LastName
         Acquisition."
Risk Factors
We may engage in an initial business combination with one or more target
business that have
relationships..., page 44

2.       Please elaborate on your disclosure that due to regulatory or legal
requirements applicable
         to an "Affiliated Joint Acquisition," your initial business
combination may be effected on
         less favorable terms than otherwise would apply if the initial
business combination were
         not an "Affiliated Joint Acquisition."
Certain Anti-Takeover Provisions of Delaware Law and our Third Amended and
Restated
Certificate of Incorporation and Bylaws, page 115

3.       We note that your forum selection provision identifies the Court of
Chancery of the State
         of Delaware as the exclusive forum for certain litigation, including
any "derivative
         action." Please disclose whether this provision applies to actions
arising under the
         Securities Act or Exchange Act. In that regard, we note that Section
27 of the Exchange
         Act creates exclusive federal jurisdiction over all suits brought to
enforce any duty or
         liability created by the Exchange Act or the rules and regulations
thereunder, and Section
         22 of the Securities Act creates concurrent jurisdiction for federal
and state courts over all
         suits brought to enforce any duty or liability created by the
Securities Act or the rules and
         regulations thereunder. If the provision applies to Securities Act
claims, please also revise
         your prospectus to disclose this information and to state that there
is uncertainty as to
         whether a court would enforce such provision, and to state that
stockholders will not be
         deemed to have waived the company's compliance with the federal
securities laws and the
         rules and regulations thereunder. If this provision does not apply to
actions arising under
         the Securities Act or Exchange Act, please also ensure that the
exclusive forum provision
         in the governing documents states this clearly.
General

4.       Please supplementally provide us with copies of all written
communications, as defined in
         Rule 405 under the Securities Act, that you, or anyone authorized to
do so on your behalf,
         present to potential investors in reliance on Section 5(d) of the
Securities Act, whether or
         not they retain copies of the communications.
 Tilman J. Fertitta
Landcadia Holdings II, Inc.
April 12, 2019
Page 3



        You may contact Jenifer Gallagher at 202-551-3706 or Karl Hiller,
Accounting Branch
Chief, at 202-551-3686 if you have questions regarding comments on the
financial statements
and related matters. Please contact Kevin Dougherty at 202-551-3271 or Timothy
S. Levenberg,
Special Counsel, at 202-551-3707 with any other questions.



FirstName LastNameTilman J. Fertitta                     Sincerely,
Comapany NameLandcadia Holdings II, Inc.
                                                         Division of
Corporation Finance
April 12, 2019 Page 3                                    Office of Natural
Resources
FirstName LastName