UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): June 8, 2011 (June 6, 2011)

Behringer Harvard Opportunity REIT II, Inc.

(Exact Name of Registrant as Specified in Its Charter)

15601 Dallas Parkway, Suite 600, Addison, Texas

75001

(Address of principal executive offices)

(Zip Code)

(866) 655-3600

(Registrant’s telephone number, including area code)

None

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01               Other Events.

On June 6, 2011, the board of directors of Behringer Harvard Opportunity REIT II, Inc., a Maryland corporation (which may be referred to herein as the “Company,” “we,” “our” or “us”) adopted the Second Amended and Restated Distribution Reinvestment Plan (the “Amended and Restated DRP”).  The Amended and Restated DRP will be effective as of July 8, 2011, which is 30 days after the date of this Current Report.  The Amended and Restated DRP has been updated to refer to our proposed follow-on offering.  In all other material respects, the terms of our distribution reinvestment plan will remain unchanged.

Item 9.01               Financial Statements and Exhibits.

(d)           Exhibits.

4.1           Second Amended and Restated Distribution Reinvestment Plan

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

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Exhibit Index

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