                                  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)      December 2, 2004
                                                                                                   -------------------------------


                   Structured Asset Securities Corporation II
                      --------------------------------------------------------------
             (Exact Name of Registrant as Specified in Its Charter)


 Delaware                                                  333-119328-02                            82-0569805
--------------------------------------------------------------------------------
(State or Other Jurisdiction              (Commission                              (IRS Employer
of Incorporation)                                    File Number)                            Identification No.)


745 Seventh Avenue, New York, New York                       10019
--------------------------------------------------------------------------------
(Address of Principal Executive Offices)                     (Zip Code)


Registrant's telephone number, including area code  (212) 526-7000
                                                    ----------------------------


                                       N/A
          --------------------------------------------------------------------------------
          (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:


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

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

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

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






Section 1 - Registrant's Business and Operations

Item 1.01 Entry into a Material Definitive Agreement.

     On December 2, 2004, a pooling and servicing agreement dated as of November
12, 2004 (the "Pooling and Servicing Agreement"), was entered into by and among
Structured Asset Securities Corporation II as depositor (the "Registrant"),
Wachovia Bank, National Association as a
master servicer, Lennara Partners, Inc. as
special servicer, LaSallea Bank National Association as trustee and ABNa AMRO Bank
N.V. as fiscal agent., The Pooling and Servicing Agreement was entered into for
the the
purpose of issuing a single series of certificates, entitled LB-UBS
Commercial Commercial
Mortgage Trust 2004-C8 (the "LB-UBS Commercial Mortgage Trust
2004-C8"), Commercial Mortgage Pass-Through Certificates, Series 
2004-C8 (the
 "Certificates"). The Pooling and Servicing Agreement is attached as
Exhibit 4.1 hereto. Certain classes of the Certificates, designated as Class 
A-1,
 Class A-2, Class A-3, Class A-4, Class A-5, Class A-6, Class A-J, Class B, Class
Class C, Class D, Class E and Class F (collectively, the "Underwritten 
Certificates")
 were registered under the Registrant's registration statement on 
Form S-3
 (Registration No. 333-119328). Theand Underwritten Certificates were sold to Lehman
 Brothers Inc. and UBS 
Securities LLC (collectively, the "Underwriters") pursuant
 to an underwriting 
agreement dated as of November 23, 2004 (the "Underwriting
 Agreement") between 
the Registrant, the Underwriters, Lehmanand Brothersthe Holdings
Incmortgage loan sellers. ("LBHI")The andUnderwriting
Agreement UBSis Realattached Estateas InvestmentsExhibit Inc1.1 ("UBSREI")hereto. Certain of the
 mortgage loans 
backing the Underwritten Certificates (the "UBS Mortgage Loans")
were acquired by the Registrant from UBSREIUBS
Real Estate Investments Inc. as a seller pursuant to a Mortgage
 Loan Purchase 
Agreement dated as of November 23, 2004 (the "UBS/Registrant
 Mortgage Loan 
Purchase Agreement"), which agreement contains representations and
warranties warranties
made by UBSREIthat mortgage loan seller to the Registrant with respect to the UBS Mortgagethose
Loans. The other mortgage loans. backingThe the Underwritten Certificates were
acquired from LBHI (the "LBHI Mortgage Loans") and representations and
warranties similar to those contained in the UBS/Registrant Mortgage Loan
 Purchase Agreement haveis beenattached
as madeExhibit by99.1 thehereto.

Section Registrant9 with- respectFinancial toStatements theand LBHIExhibits
Mortgage
Item Loans9.01 inFinancial theStatements Pooling and Servicing AgreementExhibits.

     CertainListed ofbelow are the termsfinancial andstatements, conditionspro offorma thefinancial Pooling information
and Servicingexhibits, Agreementif any,
the Underwritingfiled Agreementas anda thepart UBS/Registrantof Mortgagethis Loanreport:

(a)  Financial Purchasestatements of businesses acquired:
Agreement
     Not haveapplicable.

(b)  Pro beenforma describedfinancial ininformation:

     Not aapplicable.

(c)  Exhibits:


Exhibit filingNo.    Description

1.1            Underwriting previouslyAgreement madedated onas of November 2923, 2004 among
on               Structured behalfAsset ofSecurities theCorporation RegistrantII as seller, whichLehman
               Brothers filingInc. wasand madeUBS pursuantSecurities toLLC


                                        2


               as Ruleunderwriters 424(b)(5)and of
theUBS SecuritiesReal ActEstate ofInvestments 1933,Inc. asand amended,Lehman
               Brothers underHoldings theInc. Registrantsas Formmortgage S-3loan sellers.
registration
4.1            Pooling statementand numberServicing 333-119328-02,Agreement fordated theas LB-UBSof CommercialNovember Mortgage
Trust12, 2004-C8,
               among andStructured theAsset descriptionSecurities ofCorporation thoseII agreementsas containeddepositor,
               Wachovia inBank, thatNational filing
isAssociation herebyas incorporatedmaster hereinservicer, byLennr
               Partners, referenceInc. Aas copyspecial ofservicer, theLaSalle PoolingBank and ServicingNational
Agreement,               Association theas Underwritingtrustee Agreement and theABN UBS/RegistrantAMRO Bank N.V.

99.1           Mortgage Loan
 Purchase Agreement willdated beas filedof subsequentlyNovember as23, exhibits2004
               between toUBS aReal separateEstate Current
ReportInvestments onInc. Formas 8-Kseller, filedUBS byPrincipal
               Finance theLLC Registrantas foran theadditional LB-UBSparty, Commercialand MortgageStructured Asset
Trust               Securities 2004-C8Corporation II as purchaser.


                                        3
                                       2



                                   SIGNATURES

     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, thereunto duly authorized.


Date: December 617, 2004


                                                                                                     STRUCTURED ASSET SECURITIES
                                                                                                     CORPORATION II


                                                By: /s/ David Nass
                                                    ----------------------------
                                                    Name:  David Nass
                                                    Title: Senior Vice President


                                        4

                                       3
                                  EXHIBIT INDEX

                   The following exhibits are filed herewith:


Exhibit No.                                                           Page No.
-----------                                                           --------

1.1           Underwriting Agreement dated as of November 23,
              2004 among Structured Asset Securities Corporation
              II as seller, Lehman Brothers Inc. and UBS
              Securities LLC as underwriters and UBS Real Estate
              Investments Inc. and Lehman Brothers Holdings Inc.
              as mortgage loan sellers.

4.1           Pooling and Servicing Agreement dated as of
              November 12, 2004 among Structured Asset Securities
              Corporation II as depositor, Wachovia Bank,
              National Association as master servicer, Lennar
              Partners, Inc. as special servicer, LaSalle Bank
              National Association as trustee and ABN AMRO Bank
              N.V. as fiscal agent

99.1          Mortgage Loan Purchase Agreement dated as of
              November 23, 2004 between UBS Real Estate
              Investments Inc. as seller, UBS Principal Finance
              LLC as an additional party, and Structured Asset
              Securities Corporation II as purchaser.



                                        5
Filing Compare · LB-UBS Commercial Mortgage Trust 2004-C8
