Transaction in Own Shares Amendment

    Transaction in Own Shares Amendment
             



Downing Protected VCT II  plc announces that  the transaction in  its
own securities of  5,000 Ordinary shares   acquired for  cancellation
and announced on 29  December 2006 at 10:05am  as RNS 7682O has  been
cancelled due  to an  administrative error  resulting in  the  seller
being unable to deliver the stock to the Company.

As a result of  this cancellation, as at  13 July 2007 the  Company's
capital consists of 10,143,848 Ordinary shares of 1 pence each.   The
Company does not  hold any  shares in treasury,  therefore the  total
number  of  voting  rights  in  Downing  Protected  VCT  II  plc   is
10,143,848.

The above figure may be used  by shareholders as the denominator  for
the calculations by which they will determine if they are required to
notify their interest in, or a  change to their interest in,  Downing
Protected VCT  II plc  under the  FSA's Disclosure  and  Transparency
Rules.

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