At the Cao Jing district in Shanghai, China, a landreclamation project is planned. The object of this project is to stimulate the natural process of sedimentation. This report comprises the results of a study concerning the optimum lay-out of dikes in the reclamation-area (see Fig. 0.1 and 0.2). In this report particularly the influence of the waves (wind-waves and swell) is discussed. In the foregoing report "LAY-OUT part I" the influence of the tidal motion has been discussed. In this analysis the wave-climate at the Cao Jing district has been calculated on the basis of measurements at cape Nan Hui, concerning the waves and wind-speeds. Next, the optimum dimension of the opening-size is determined, based on wave-diffraction. The optimum dimensions of the field (length and distance) are determined by the admissable fetch-length (for wind-generated waves). Finally the height of the longitudinal dike is optimized, based on wave-transmission.