



                                  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 30, 2005
                                                  ------------------------------


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


 Delaware                                                       333-119328-05                          82-0569805
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(State or Other Jurisdiction                   (Commission                      (IRS Employer
of Incorporation)                                          File Number)               Identification No.)


745 Seventh Avenue, New York, New York                                                         10019
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(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 June 30, 2005, a pooling and servicing agreement dated as of June
13, 2005 (the "Pooling and Servicing Agreement"), was entered into by and among
Structured Asset Securities Corporation II as depositor (the "Registrant"),
Wells Fargo Bank, National Association as a
master servicer, J.E.a Robert Company,
Inc. as special servicer, LaSallea Bank National Association as trustee and ABN
AMROa Bank N.V. as fiscal agent., The Pooling and Servicing Agreement was entered
into for the 
purpose of issuing a single series of certificates, entitled LB-UBS
Commercial Commercial
Mortgage Trust 2005-C3 (the "LB-UBS Commercial Mortgage Trust
2005-C3"), Commercial Mortgage Pass-Through Certificates, Series 
2005-C3 (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-AB, Class A-5, Class A-M, Class 
A-J,
 Class B, Class C, Class D, Class E, Class F and Class X-CP (collectively, the
the "Underwritten Certificates") were registered under the Registrant's registration
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 June 21, 2005 (the 
"Underwriting Agreement") between the Registrant, the
 Underwriters, Lehmanand Brothersthe
mortgage Holdingsloan Incsellers. andThe UBSUnderwriting RealAgreement Estateis Investmentsattached Incas Exhibit 1.1
("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 June 21, 2005 (the
"UBS/Registrant Mortgage Loan Purchase Agreement"), which agreement contains
representations and warranties made by UBSREIthat mortgage loan seller to the 
Registrant with respect to
the UBSthose Mortgagemortgage Loansloans. SimilarThe representationsUBS/Registrant andMortgage
Loan warrantiesPurchase haveAgreement beenis madeattached by
theas RegistrantExhibit in99.1 thehereto.

Section Pooling9 and- ServicingFinancial AgreementStatements withand respect to the otherExhibits
mortgage
Item loans9.01  Financial backingStatements theand Underwritten CertificatesExhibits.
---------  ----------------------------------

         CertainListed ofbelow are the termsfinancial andstatements, conditionspro offorma thefinancial
information Pooling and Servicing
Agreementexhibits, theif Underwritingany, Agreementfiled andas thea UBS/Registrantpart Mortgageof Loanthis report:
Purchase
(a) AgreementFinancial havestatements beenof describedbusinesses inacquired:
    --------------------------------------------

         Not aapplicable.

(b) filingPro previouslyforma madefinancial oninformation:
    --------------------------------

         Not Juneapplicable.

(c) 28,Exhibits:
2005    ---------

Exhibit onNo.       Description

1.1               Underwriting behalfAgreement dated as of theJune Registrant21, which2005 filingamong
                  Structured wasAsset madeSecurities pursuantCorporation toII Ruleas seller, Lehman
424(b)(5)                  Brothers ofInc. theand UBS Securities ActLLC



                                       2




                  as ofunderwriters 1933,and asUBS amended,Real underEstate theInvestments RegistrantsInc. Formand
S-3                  Lehman registrationBrothers statementHoldings numberInc. 333-119328-05,as formortgage theloan LB-UBS Commercialsellers.
Mortgage
4.1               Pooling Trustand 2005-C3,Servicing andAgreement thedated descriptionas of thoseJune agreements21, contained2005
                  among inStructured Asset Securities Corporation II as
that                  depositor, filingWells isFargo herebyBank, incorporatedNational hereinAssociation byas referencemaster
                  servicer, J.E. ARobert copyCompany, ofInc. theas Poolingspecial servicer,
and                  LaSalle ServicingBank Agreement,National theAssociation Underwritingas Agreementtrustee and theABN UBS/RegistrantAMRO
                  Bank N.V.

99.1              Mortgage Loan Purchase Agreement willdated beas filedof subsequentlyJune as21, exhibits2005
                  between toUBS a
separateReal CurrentEstate ReportInvestments onInc. Formas 8-Kseller, filedUBS
                  Principal byFinance theLLC Registrantas foran theadditional LB-UBSparty, and Structured
Commercial                  Asset MortgageSecurities TrustCorporation 2005-C3II as purchaser.
























                                       23





                                   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:  July 715, 2005


                                                                               STRUCTURED ASSET SECURITIES
                                                                               CORPORATION II


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

















                                       34





                                  EXHIBIT INDEX
                                  -------------

                   The following exhibits are filed herewith:



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

1.1            Underwriting Agreement dated as of June 21, 2005 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 June 21, 2005
              among Structured Asset Securities Corporation II as
              depositor, Wells Fargo Bank, National Association as master
              servicer, J.E. Robert Company, 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 June 21, 2005
              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 2005-C3
