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<SEC-DOCUMENT>0001144204-06-035320.txt : 20070326
<SEC-HEADER>0001144204-06-035320.hdr.sgml : 20070326
<ACCEPTANCE-DATETIME>20060822162547
<PRIVATE-TO-PUBLIC>
ACCESSION NUMBER:		0001144204-06-035320
CONFORMED SUBMISSION TYPE:	CORRESP
PUBLIC DOCUMENT COUNT:		1
FILED AS OF DATE:		20060822

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			MARWICH II LTD
		CENTRAL INDEX KEY:			0000738214
		STANDARD INDUSTRIAL CLASSIFICATION:	REAL ESTATE AGENTS & MANAGERS (FOR OTHERS) [6531]
		IRS NUMBER:				840925128
		STATE OF INCORPORATION:			CO
		FISCAL YEAR END:			0131

	FILING VALUES:
		FORM TYPE:		CORRESP

	BUSINESS ADDRESS:	
		STREET 1:		203 N. LASALLE ST.
		STREET 2:		SUITE 2100
		CITY:			CHICAGO
		STATE:			IL
		ZIP:			60601
		BUSINESS PHONE:		561-798-2907

	MAIL ADDRESS:	
		STREET 1:		203 N. LASALLE ST.
		STREET 2:		SUITE 2100
		CITY:			CHICAGO
		STATE:			IL
		ZIP:			60601
</SEC-HEADER>
<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>


                                     August 22, 2006

Tia L. Jenkins
United States Securities and Exchange Commission
Division of Corporate Finance
Mail Stop 3561
Washington D.C., 20549-7070

         Re:      Marwich II, Ltd.
                  Form 10-KSB for Fiscal Year Ended January 31, 2006
                  Form 10-QSB for Fiscal Quarter Ended
                  April 30, 2006
                  File No. 0-51354

Dear Ms. Jenkins:

          This letter responds to certain comments of the Staff (the "Staff") of
the  Securities  and Exchange  Commission  (the  "Commission")  contained in the
letter from the Staff to Marwich II, Ltd., (the "Company") dated July 21, 2006.

For your  convenience,  we have included each of the Staff's comments in italics
before each of the Company's responses. References in this letter to "we," "our"
or "us" mean the Company or its advisors, as the context may require.

Form 10-KSB for Fiscal Year  Ended January 31, 2006

Item 8A. Controls and Procedures

STAFF COMMENT 1.

Revise  to  include  the  disclosures  required  by Item 307 and Item  308(c) of
Regulation S-B.

     Response:

     We have filed a Form  10-KSB/A  for the fiscal year ended  January 31, 2006
     with the SEC on August 22, 2006 to include the disclosures required by Item
     307 and Item 308(c) of Regulation S-B.


<PAGE>

Tia L. Jenkins
Senior Assistant Chief Accountant
U.S. Securities and Exchange Commission
August 22, 2006
Page 2


Form 10-QSB for Fiscal Quarter Ended April 30, 2006

Item 3 - Controls and Procedures

STAFF COMMENT 2.

Revise  to  include  the  disclosures  required  by Item 307 and Item  308(c) of
Regulation S-B.

     Response:

     We have filed a Form 10-QSB/A for the quarter ended April 30, 2006 with the
     SEC on August 22, 2006 to include the disclosures  required by Item 307 and
     Item 308(c) of Regulation S-B.

Exhibits 31.1 and 31.2

STAFF COMMENT 3.

The SEC rules under  Section  302 of the  Sarbanes-Oxley  Act  require  that the
language of the 302 certification  not be altered.  Item 601 (b)(31) states that
the certification  must be provided exactly as stated therein.  We note multiple
differences  between the language of your certification and the language that is
required. Please revise your certifications accordingly.

     Response:

     We have filed a Form 10-QSB/A for the quarter ended April 30, 2006 with the
     SEC  on  August  22,  2006  to  include  as  Exhibits  31.1  and  31.2  the
     certifications  required by Section 302 of the  Sarbanes-Oxley Act and Item
     601 (b)(31).

The Company acknowledges that:

      - The  Company  is  responsible  for  the  adequacy  and  accuracy  of the
disclosures in the filing;

      - Staff comments or changes to disclosure in response to staff comments do
not foreclose the Commission  from taking any action with respect to the filing;
and

      - The Company may not assert staff comments as a defense in any proceeding
initiated by the Commission or any person under the federal  securities  laws of
the United States.


<PAGE>

Tia L. Jenkins
Senior Assistant Chief Accountant
U.S. Securities and Exchange Commission
August 22, 2006
Page 3

      We trust that you will find the  foregoing  responsive  to the comments of
the Staff.  Comments or questions  regarding  this letter may be directed to the
undersigned or Alisande Rozynko, Company counsel, at 415-955-8900.


                                           Sincerely,


                                           /s/ Timothy Morris
                                           --------------------------
                                           Timothy Morris
                                           Chief Executive Officer

Enclosures
cc: Alisande Rozynko, Esq.
Crone Rozynko LLP

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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