FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person * GROSS WILLIAM H   2. Issuer Name and Ticker or Trading Symbol PIMCO Income Strategy Fund II [PFN] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner _____ Officer (give title below) __X__ Other (specify below) See Remarks (Last) (First) (Middle) C/O PIMCO, 840 NEWPORT CENTER DRIVE, SUITE 100 3. Date of Earliest Transaction (Month/Day/Year) 04/08/2010 (Street) NEWPORT BEACH, CA 92660 4. If Amendment, Date Original Filed(Month/Day/Year) 04/08/2010 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 04/08/2010   X   49,291 A $ 8.45 197,164 D   Common Stock 04/08/2010   J   255,908 (1) A $ 8.45 453,072 D   Common Stock               27,732 I By Spouse

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Subscription Rights (Right to Buy)

$ 8.45

04/08/2010

X

147,873 (2)

03/24/2010

04/23/2010

Common Stock

49,291 (2)

$ 0

0

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
GROSS WILLIAM H C/O PIMCO 840 NEWPORT CENTER DRIVE, SUITE 100 NEWPORT BEACH, CA 92660				See Remarks

Signatures

/s/ Michael Flaherty, Attorney-in-Fact for William H. Gross		05/05/2010
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	Amends the Form 4 filed on 4/8/10 to report the actual number of shares subscribed for pursuant to an over-subscription privilege under a rights offering. Shareholders as of the record date ("Record Date Shareholders") of the rights offering who exercised all rights issued to them were entitled to subscribe for additional common shares at the subscription price. At the conclusion of the initial subscription period, the actual number of over-subscription shares was allocated pro rata among Record Date Shareholders who made over-subscription requests.
(2)	The subscription rights entitle the holder to purchase one new common share for every three rights held (1-for-3).
Remarks: Mr. Gross is Portfolio Manager of the Issuer.  Mr. Gross is the Co-Chief Information Officerof Pacific Investment Management Company LLC (PIMCO) and is a member of PIMCO's Executive Committee.  PIMCO serves as sub-advisor for the Issuer.

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