May 30, 2019

Peter Seibold
Chief Financial Officer
Churchill Capital Corp II
640 Fifth Avenue, 12th Floor
New York, New York 10019

Re: Churchill Capital Corp II
Draft Registration Statement on Form S-1
Submitted May 3, 2019
CIK No. 0001774675

Dear Mr. Seibold:

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.

Draft Registration Statement on Form S-1 Submitted May 3, 2019

Summary Financial Data, page 31

1. Please tell us your consideration of also presenting as adjusted balance
sheet amounts
assuming consummation of the offering.
Business Strategy, page 79

2. We note that your strategy is to identify and complete an initial
business combination with
a company in an industry that complements the experience and expertise
of your
management team and that you may pursue an initial business combination
with any
business in any industry but expect to focus on a target in an industry
where you believe
your management and founder's expertise will provide a competitive
advantage. Please
Peter Seibold
Churchill Capital Corp II
May 30, 2019
Page 2
disclose the industry that you believe complements the experience and
expertise of your
management team and on which you expect to focus.
Proposed Business, page 79

3. Please revise this section and your prospectus summary to provide a
discussion of your
Chief Financial Officer's qualifications and experience, or tell us
why this information is
unnecessary. Please also disclose whether your management has had
experience with
transactions involving blank check companies and update your risk
factors in this regard,
if necessary.
4. We note your intention to establish an advisory group to assist
management with sourcing
and evaluating business opportunities and with optimizing any business
post acquisition.
Please clarify whether the members of this group will be comprised of
members of the
board, management or third parties. If it will be comprised of third
parties, please disclose
if and how you intend to compensate these parties given that you have
not allocated any
funds raised through this offering to pay such expenses. If such
expenses will be paid
with the proceeds from this offering, please revise your Use of
Proceeds section beginning
on page 63 accordingly.
Description of Securities
Exclusive Forum for Certain Lawsuits, page 133

5. We note that your forum selection provision identifies the Court of
Chancery in the State
of Delaware as the exclusive forum for certain litigation, including
"derivative actions."
Please disclose whether you intend for this provision to apply to
actions arising under the
Securities Act. In this regard, we note that 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
this provision applies to claims arising under the Securities Act,
please disclose that
shareholders will not be deemed to have waived the company's
compliance with the
federal securities laws and the rules and regulations thereunder.
General

6. Please supplementally provide us with copies of all written
communications, as defined in
FirstName LastNamePeter Securities Act, that you or anyone authorized to do so
on your behalf
Rule 405 under the Seibold
Comapany NameChurchillinvestors in reliance on Section 5(d) of the Securities
Act, whether or
present to potential Capital Corp II
May 30, 2019 Page 2 copies of the Communications.
not they retain
FirstName LastName
Peter Seibold
FirstNameCapital Corp II Seibold
Churchill LastNamePeter
Comapany NameChurchill Capital Corp II
May 30, 2019
Page 3
May 30, 2019 Page 3
FirstName LastName
You may contact Adam Phippen, Staff Accountant, at (202)551-3336 or
Bill Thompson,
Accounting Branch Chief, at (202)551-3344 if you have questions regarding
comments on the
financial statements and related matters. Please contact Danilo Castelli, Staff
Attorney, at
(202)551-6521 or Lilyanna Peyser, Special Counsel, at (202)551-32222 with any
other
questions.



Sincerely,

Division of
Corporation Finance
Office of Consumer
Products
cc: Ray M. Russo