Item 8.01:  Other Events

May 20, 2008 – Vestin Realty Mortgage II, Inc., a real estate investment trust (“REIT”), announced that on May 19, 2008, Michael V. Shustek, the Company’s President, Chief Executive Officer and Chairman of its Board of Directors, has amended the 10b5-1 trading plan (the “Plan”), announced on April 30, 2007, pursuant to Rule 10b5-1 promulgated under the Securities Exchange Act of 1934.  Pursuant to the First Amended and Restated Plan, Mr. Shustek may spend up to an additional $2.6 million to acquire shares of the Company’s common stock at prevailing market prices over the course of the next 13 months.  All purchases will be executed by independent broker-dealers on specified dates in accordance with the requirements of Rule 10b5-1.  The First Amended and Restated Plan is scheduled to become effective on July 2, 2008 and expire on June 24, 2009.

A copy of the press release is furnished as Exhibit 99.1 to this report.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.
 
Description
 


 
 
 


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 hereunto duly authorized.


   
VESTIN REALTY MORTGAGE II, INC.
     
 
By
Vestin Mortgage, Inc., its sole manager
     
     
Date: May 20, 2008
By
/s/ Rocio Revollo
   
Rocio Revollo
   
Chief Financial Officer