United States securities and exchange commission logo





                               October 1, 2021

       Dennis Ryan
       Chief Financial Officer
       FS Development Corp. II
       900 Larkspur Landing Circle, Suite 150
       Larkspur, CA 94939

                                                        Re: FS Development
Corp. II
                                                            Amendment No. 1 to
Registration Statement on Form S-4
                                                            File No. 333-258442
                                                            Filed September 14,
2021

       Dear Mr. Ryan:

             We have reviewed your amended 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 amending your registration
statement and providing the
       requested information. 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 any amendment to your registration statement and
the information you
       provide in response to these comments, we may have additional comments.
Unless we note
       otherwise, our references to prior comments are to comments in our
[Month day, year] letter.

       Amendment No. 1 to Registration Statement on Form S-4 filed on September
14, 2021

       What equity stake will current stockholders of FS Development II and
Pardes Equityholders hold
       in the Combined Entity after the Closing?, page 9

   1.                                                   We note your response
to our prior comment 3 and reissue the comment. Your current
                                                        disclosure indicates
that certain affiliates of the sponsor are included as PIPE Investment
                                                        investors as well as
Pardes Equityholders and that the sponsor's interest is included with
                                                        other initial
stockholders. Please revise your disclosure to clearly state the sponsor and
its
                                                        affiliates' total
potential ownership interest in the combined company, distinct from the
                                                        interests of other
stockholders.
 Dennis Ryan
FS Development Corp. II
October 1, 2021
Page 2
Management's Discussion and Analysis of Results of Financial Condition and
Results of
Operations of FS Development II
Results of Operations, page 191

2.    We reference the significant increase in general and administrative
expenses incurred by
      FS Development II in the three months ended June 30, 2021. Please revise
to provide a
      detailed discussion of the nature of the expenses incurred. Reference
Item 303(b)(2) of
      Regulation S-K.
        You may contact Kristin Lochhead at (202) 551-3664 or Terence O'Brien
at (202) 551-
3355 if you have questions regarding comments on the financial statements and
related
matters. Please contact Jessica Ansart at (202) 551-4511 or Suzanne Hayes at
(202) 551-
3675 with any other questions.



                                                          Sincerely,
FirstName LastNameDennis Ryan
                                                          Division of
Corporation Finance
Comapany NameFS Development Corp. II
                                                          Office of Life
Sciences
October 1, 2021 Page 2
cc:       Joel Rubinstein
FirstName LastName