                                  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)         August 25, 2005
                                                  -----------------------------


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

<TABLE>


 Delaware                                                                                         333-119328-06                                           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
                                                    --------------------------------------------------------------
</TABLE>



                                       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 August 25, 2005, a pooling and servicing agreement dated as of
August 11, 2005 (the "Pooling and Servicing Agreement"), was entered into by and
among Structured Asset Securities Corporation II as depositor (the
"Registrant"), Wachoviaa Bank, National Association as master servicer, LNR
Partners,a 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 purpose of issuing a single series of certificates,
entitled entitled
LB-UBS Commercial Mortgage Trust 2005-C5 (the "LB-UBS Commercial
Mortgage Trust 2005-C5"), Commercial Mortgage Pass-Through 
Certificates, Series
 2005-C5 (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-AB, Class 
A-4, Class A-1A, Class A-M,
 Class A-J, Class B, Class C, Class D, Class E, Class 
F and Class X-CP
 (collectively, the "Underwritten Certificates") were registered 
under the
 Registrant's registration statement on Form S-3 (Registration No. 
333-119328).
The Underwrittenand Certificates were sold to Lehman Brothers Inc. and UBS
 Securities LLC 
(collectively, the "Underwriters") pursuant to an underwriting
 agreement dated 
as of August 15, 2005 (the "Underwriting Agreement") between the
 Registrant, the 
Underwriters, Lehmanand Brothersthe Holdingsmortgage Incloan sellers. 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 August 15, 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 thethose UBS Mortgage Loansmortgage
loans. Similar
representationsThe andUBS/Registrant warrantiesMortgage haveLoan beenPurchase madeAgreement byis theattached Registrantas
Exhibit in99.1 the Poolinghereto.
and
Section Servicing9 Agreement- withFinancial respectStatements toand theExhibits

Item other9.01  Financial mortgageStatements loansand backing the
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 Augustapplicable.

(c)  Exhibits:

Exhibit 22,No.       Description
2005
1.1               Underwriting onAgreement behalfdated as of theAugust Registrant15, 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. 333-119328-06,as formortgage theloan LB-UBS Commercialsellers.
Mortgage
4.1               Pooling Trust 2005-C5, and theServicing  Agreement descriptiondated as of thoseAugust agreements11, contained in2005
that                  among filingStructured isAsset herebySecurities incorporatedCorporation hereinII byas reference.depositor,
                  Wachovia ABank, copyNational ofAssociation theas Poolingmaster servicer, LNR
and                  Partners, ServicingInc. Agreementas special servicer, theLaSalle UnderwritingBank AgreementNational
                  Association as trustee and theABN UBS/RegistrantAMRO Bank N.V.

99.1              Mortgage Loan Purchase   Agreement willdated beas filedof subsequentlyAugust as15, 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-C5II as purchaser.




                                          2















                                        3




                                   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:  AugustSeptember 292, 2005


                                                                                   STRUCTURED ASSET SECURITIES
                                                                                   CORPORATION II


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



                                    3

                                        4






                                  EXHIBIT INDEX

                   The following exhibits are filed herewith:



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

1.1               Underwriting Agreement dated as of August 15, 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 August 11, 2005
                  among Structured Asset Securities Corporation II as depositor,
                  Wachovia Bank, National Association as master servicer, LNR
                  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 August 15, 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-C5
