Item 2 –	Controls and Procedures

2(a) –	The registrant’s principal executive and principal financial officers or persons performing similar functions have concluded that the registrant’s disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940, as amended (the “1940 Act”)) are effective as of a date within 90 days of the filing of this report based on the evaluation of these controls and procedures required by Rule 30a-3(b) under the 1940 Act and Rule 13a-15(b) under the Securities Exchange Act of 1934, as amended.

2(b) –	There were no changes in the registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the 1940 Act) that occurred during the registrant’s last fiscal quarter that have materially affected, or are reasonably likely to materially affect, the registrant’s internal control over financial reporting.

Item 3 –	Exhibits

	Certifications – Attached hereto

	Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	BlackRock MuniHoldings Quality Fund II, Inc.

	By:	/s/ John M. Perlowski
		John M. Perlowski
		Chief Executive Officer of
		BlackRock MuniHoldings Quality Fund II, Inc.

	Date: June 24, 2011

	Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

	By:	/s/ John M. Perlowski
		John M. Perlowski
		Chief Executive Officer (principal executive officer) of
		BlackRock MuniHoldings Quality Fund II, Inc.

	Date: June 24, 2011

	By:	/s/ Neal J. Andrews
		Neal J. Andrews
		Chief Financial Officer (principal financial officer) of
		BlackRock MuniHoldings Quality Fund II, Inc.

	Date: June 24, 2011


Municipal Bonds	Par (000)		Value

Alabama — 3.1%
Birmingham Special Care Facilities Financing Authority, RB, Children’s Hospital (AGC), 6.00%, 6/01/39	$	5,225	$	5,464,880
County of Jefferson Alabama, RB, Series A, 5.50%, 1/01/22		3,580		3,143,813

				8,608,693

Arizona — 0.4%
State of Arizona, COP, Department of Administration, Series A (AGM), 5.25%, 10/01/28		1,175		1,206,314

Arkansas — 4.0%
Arkansas Development Finance Authority, Refunding RB, Series C (NPFGC), 5.35%, 12/01/35		11,115		11,137,897

California — 17.0%
California Educational Facilities Authority, RB, University of Southern California, Series A, 5.25%, 10/01/38		5,050		5,183,926
California Health Facilities Financing Authority, Refunding RB, Sutter Health, Series B, 6.00%, 8/15/42		2,865		2,905,425
City of Sunnyvale California, Refunding RB, 5.25%, 4/01/40		2,800		2,831,696
City of Vista California, COP, Refunding, Community Projects (NPFGC), 5.00%, 5/01/37		3,375		2,941,380
County of Sacramento California, RB, Senior Series A (AGC), 5.50%, 7/01/41		3,500		3,479,280
Los Angeles Community College District California, GO:
Election of 2001, Series A (NPFGC), 5.00%, 8/01/32		5,000		4,948,000
Election of 2008, Series C, 5.25%, 8/01/39		2,500		2,525,350
Oceanside Unified School District California, GO, Series A (AGC), 5.25%, 8/01/33		3,175		3,176,619
Oxnard Union High School District, GO, Refunding, Election of 2004, Series A (AGM), 5.00%, 8/01/40		3,250		2,953,373
Port of Oakland, RB, Series K, AMT (NPFGC), 5.75%, 11/01/21		2,975		2,976,398


Municipal Bonds	Par (000)		Value

California (concluded)
Port of Oakland, Refunding RB, Series M, AMT (NPFGC), 5.38%, 11/01/27	$	2,220	$	2,098,100
Roseville Joint Union High School District California, GO, Election of 2004, Series A (NPFGC), 5.00%, 8/01/29		2,985		2,993,656
San Bernardino Community College District, GO, Election of 2002, Series A, 6.25%, 8/01/33		2,165		2,370,502
San Francisco City & County Airports Commission, RB, Special Facility Lease, SFO Fuel, Series A, AMT (AGM), 6.10%, 1/01/20		1,250		1,251,800
Schools Infrastructure Financing Agency, Special Tax Bonds (AGM), 5.50%, 9/01/36		230		219,703
State of California, GO, Refunding, Veterans, Series BZ, AMT (NPFGC), 5.35%, 12/01/21		10		10,005
Stockton Public Financing Authority California, RB, Redevelopment Projects, Series A (Radian), 5.25%, 9/01/34		2,430		1,702,920
Ventura County Community College District, GO, Election of 2002, Series C, 5.50%, 8/01/33		3,175		3,295,777

				47,863,910

Colorado — 1.6%
Colorado Health Facilities Authority, RB, Hospital, NCMC Inc. Project, Series B (AGM), 6.00%, 5/15/26		3,300		3,559,314
Colorado Housing & Finance Authority, Refunding RB, S/F Program, Senior Series A-2, AMT, 7.50%, 4/01/31		125		129,805
Regional Transportation District, COP, Series A, 5.00%, 6/01/25		765		778,387

				4,467,506


AGC	Assured Guaranty Corp.
AGM	Assured Guaranty Municipal Corp.
AMBAC	American Municipal Bond Assurance Corp.
AMT	Alternative Minimum Tax (subject to)
BHAC	Berkshire Hathaway Assurance Corp.
CAB	Capital Appreciation Bonds
COP	Certificates of Participation
EDA	Economic Development Authority
GO	General Obligation Bonds
HFA	Housing Finance Agency
ISD	Independent School District
LOC	Letter of Credit
MRB	Mortgage Revenue Bonds
NPFGC	National Public Finance Guarantee Corp.
RB	Revenue Bonds
S/F	Single-Family
VRDN	Variable Rate Demand Notes


Municipal Bonds	Par (000)		Value

District of Columbia — 0.9%
District of Columbia, RB, Deed Tax, Housing Production Trust Fund, Series A (NPFGC), 5.00%, 6/01/32	$	2,500	$	2,390,650

Florida — 15.4%
County of Miami-Dade Florida, RB:
CAB, Sub-Series A (NPFGC), 5.00%, 10/01/37 (a)		350		52,612
Miami International Airport, Series A, AMT (AGM), 5.25%, 10/01/41		12,420		11,235,877
Miami International Airport, Series A, AMT (AGM), 5.50%, 10/01/41		6,700		6,295,923
Series A, AMT (AGM), 5.00%, 10/01/33		6,430		5,909,685
Water & Sewer System (AGM), 5.00%, 10/01/39		1,485		1,441,103
Jacksonville Port Authority, RB, AMT (AGC), 6.00%, 11/01/38		3,625		3,647,729
Orange County School Board, COP, Series A (AGC), 5.50%, 8/01/34		7,600		7,659,432
Tohopekaliga Water Authority, Refunding RB, Series A, 5.25%, 10/01/36		6,965		7,014,730

				43,257,091

Georgia — 3.8%
Augusta-Richmond County Georgia, RB (AGM), 5.25%, 10/01/39		2,500		2,513,875
Gwinnett County Hospital Authority, Refunding RB, Gwinnett Hospital System, Series D (AGM), 5.50%, 7/01/41		3,425		3,293,240
Metropolitan Atlanta Rapid Transit Authority, RB, Third Indenture, Series B (AGM), 5.00%, 7/01/34		4,830		4,847,485

				10,654,600

Idaho — 0.1%
Idaho Housing & Finance Association, RB, S/F Mortgage, Series E, AMT, 6.00%, 1/01/32		245		250,966

Illinois — 7.8%
Chicago Board of Education Illinois, GO, Refunding, Chicago School Reform Board, Series A (NPFGC), 5.50%, 12/01/26		2,080		2,096,931
Chicago Transit Authority, RB, Federal Transit Administration Section 5309, Series A (AGC), 6.00%, 6/01/26		3,400		3,713,242
City of Chicago Illinois, GO, Refunding, Projects, Series A (AGM), 5.00%, 1/01/29		2,380		2,311,837
City of Chicago Illinois, RB, General, Third Lien, Series C (AGM), 5.25%, 1/01/35		2,085		2,059,793
City of Chicago Illinois, Refunding RB:
General, Third Lien, Series C, 6.50%, 1/01/41 (b)		2,230		2,376,377
Second Lien (NPFGC), 5.50%, 1/01/30		2,270		2,327,181


Municipal Bonds	Par (000)		Value

Illinois (concluded)
Railsplitter Tobacco Settlement Authority, RB:
5.50%, 6/01/23	$	2,350	$	2,267,468
6.00%, 6/01/28		670		644,366
State of Illinois, RB, Build Illinois, Series B, 5.25%, 6/15/28		4,000		4,076,560

				21,873,755

Indiana — 3.5%
Indiana Municipal Power Agency, RB, Series A (NPFGC), 5.00%, 1/01/42		8,000		7,409,840
Indianapolis Local Public Improvement Bond Bank, Refunding RB, Waterworks Project, Series A (AGC), 5.50%, 1/01/38		2,370		2,408,323

				9,818,163

Iowa — 0.6%
Iowa Finance Authority, Refunding RB, Iowa Health System (AGC), 5.25%, 2/15/29		1,710		1,721,816

Kansas — 0.5%
Sedgwick & Shawnee Counties Kansas, MRB, Series A-2, AMT (Ginnie Mae), 6.20%, 12/01/33		1,480		1,502,200

Kentucky — 0.9%
Kentucky Economic Development Finance Authority, RB, Louisville Arena, Sub-Series A-1 (AGC), 6.00%, 12/01/38		1,000		1,011,430
Kentucky State Property & Buildings Commission, Refunding RB, Project No. 93 (AGC), 5.25%, 2/01/29		1,525		1,575,874

				2,587,304

Louisiana — 1.4%
Louisiana State Citizens Property Insurance Corp., RB, Series C-3 (AGC), 6.13%, 6/01/25		3,550		3,928,181

Michigan — 10.4%
City of Detroit Michigan, RB:
Second Lien, Series B (NPFGC), 5.50%, 7/01/29		4,170		4,088,018
Senior Lien, Series B (AGM), 7.50%, 7/01/33		2,500		2,916,675
City of Detroit Michigan, Refunding RB:
Second Lien, Series C (BHAC), 5.75%, 7/01/27		2,600		2,692,352
Second Lien, Series E (BHAC), 5.75%, 7/01/31		5,060		5,172,787
Senior Lien, Series C-1 (AGM), 7.00%, 7/01/27		4,180		4,853,523
Senior Lien, Series C-2 (BHAC), 5.25%, 7/01/29		1,860		1,855,536
Kalamazoo Hospital Finance Authority, RB, Bronson Methodist Hospital (AGM), 5.25%, 5/15/36		1,255		1,169,070
Michigan State Building Authority, Refunding RB, Facilities Program, Series I (AGC):
5.25%, 10/15/24		1,440		1,505,578
5.25%, 10/15/25		750		773,857




Schedule of Investments April 30, 2011 (Unaudited)	BlackRock MuniHoldings Quality Fund II, Inc. (MUE) (Percentages shown are based on Net Assets)




Schedule of Investments (continued)	BlackRock MuniHoldings Quality Fund II, Inc. (MUE) (Percentages shown are based on Net Assets)




Schedule of Investments (continued)	BlackRock MuniHoldings Quality Fund II, Inc. (MUE)
	(Percentages shown are based on Net Assets)




Municipal Bonds Transferred to Tender Option Bond Trusts (c)

Alabama — 1.3%
Mobile Board of Water & Sewer Commissioners, RB (NPFGC), 5.00%, 1/01/31	3,750	3,768,337

California — 3.8%
City of San Jose California, GO, Libraries, Parks, and Public Safety Project (NPFGC), 5.00%, 9/01/30	3,805	3,849,497
San Diego Community College District California, GO, Election of 2002 (AGM), 5.00%, 5/01/30	1,486	1,490,321
Sequoia Union High School District California, GO, Refunding, Election of 2004, Series B (AGM), 5.50%, 7/01/35	5,189	5,279,581

		10,619,399

Colorado — 3.1%
Colorado Health Facilities Authority, RB, Catholic Health, Series C-3 (AGM), 5.10%, 10/01/41	9,410	8,817,076

District of Columbia — 0.7%
District of Columbia Water & Sewer Authority, RB, Series A, 6.00%, 10/01/35	1,700	1,860,724

Florida — 7.8%
City of St. Petersburg Florida, Refunding RB (NPFGC), 5.00%, 10/01/35	6,493	6,349,511
County of Miami-Dade Florida, GO, Building Better Communities Program, Series B-1, 6.00%, 7/01/38	12,500	13,275,500
Lee County Housing Finance Authority, RB, Multi-County Program, Series A-2, AMT (Ginnie Mae), 6.00%, 9/01/40	2,235	2,375,894

		22,000,905

Georgia — 2.3%
Augusta-Richmond County Georgia, RB (AGM), 5.25%, 10/01/34	6,290	6,362,272

Illinois — 6.5%
Chicago Illinois O Hare International Airport Rev Ser A, 5.00%, 1/01/38	7,500	7,098,187
City of Chicago Illinois, RB, Series A (AGM), 5.00%, 1/01/33	7,500	7,098,188
City of Chicago Illinois, Refunding RB, Second Lien (AGM), 5.25%, 11/01/33	3,969	3,983,377

		18,179,752


Short-Term Securities

Florida — 0.4%
Jacksonville Health Facilities Authority, Refunding RB, VRDN, Baptist Series C (Bank of America NA LOC), 0.27%, 8/15/27(d)	1,015	1,015,000


	Shares

Money Market Fund – 5.5%
FFI Institutional Tax-Exempt Fund, 0.23% (e)(f)		15,439,072		15,439,072

Total Short-Term Securities (Cost – $16,454,072) – 5.9%				16,454,072

Total Investments
*(Cost – $474,654,437) – 167.4%**				470,818,512
Other Assets Less Liabilities – 1.3%				3,685,855
Liability for Trust Certificates, Including Interest Expense and Fees Payable – (22.1)%				(62,231,247	)
Preferred Shares, at Redemption Value – (46.6)%				(131,006,109	)

Net Assets Applicable to Common Shares–100.0%			$	281,267,011


*	The cost and unrealized appreciation (depreciation) of investments as of April 30, 2011, as computed for federal income tax purposes, were as follows:


Aggregate cost	$	412,645,977

Gross unrealized appreciation	$	6,896,769
Gross unrealized depreciation		(10,907,168	)

Net unrealized depreciation	$	(4,010,399	)


(a)	Represents a zero-coupon bond. Rate shown reflects the current yield as of report date.

(b)	When-issued security. Unsettled when-issued transactions were as follows:



Counterparty	Value		Unrealized Appreciation
Citigroup Global Markets	$	2,376,377	$	23,995



BLACKROCK MUNIHOLDINGS QUALITY FUND II, INC.	APRIL 30, 2011	1



2	BLACKROCK MUNIHOLDINGS QUALITY FUND II, INC.	APRIL 30, 2011



BLACKROCK MUNIHOLDINGS QUALITY FUND II, INC.	APRIL 30, 2011	3



4	BLACKROCK MUNIHOLDINGS QUALITY FUND II, INC.	APRIL 30, 2011


(c)	Securities represent bonds transferred to a tender option bond trust in exchange for which the Fund acquired residual interest certificates. These securities serve as collateral in a financing transaction.

(d)	Variable rate security. Rate shown is as of report date and maturity shown is the date the principal owed can be recovered through demand.

(e)	Investments in companies considered to be an affiliate of the Fund during the period, for purposes of Section 2(a)(3) of the Investment Company Act of 1940, as amended, were as follows:



Affiliate	Shares Held at July 31, 2010		Net Activity			Shares Held at April 30, 2011			Income

FFI Institutional Tax-Exempt Fund		17,366,850		(1,927,778	)		15,439,072	$	15,477


(f)	Represents the current yield as of report date.

•	Financial futures contracts sold as of April 30, 2011 were as follows:



Contracts	Issue	Exchange	Expiration	Notional Value		Unrealized Depreciation

104	10-Year U.S. Treasury Note	Chicago Board of Trade	June 2011	$	12,325,427	$	(273,198	)


•	Fair Value Measurements - Various inputs are used in determining the fair value of investments and derivative financial instruments. These inputs are summarized in three broad levels for financial reporting purposes as follows:

	•	Level 1 — price quotations in active markets/exchanges for identical assets and liabilities

	•	Level 2 — other observable inputs (including, but not limited to: quoted prices for similar assets or liabilities in markets that are active, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the assets or liabilities (such as interest rates, yield curves, volatilities, prepayment speeds, loss severities, credit risks and default rates) or other market-corroborated inputs)

	•	Level 3 — unobservable inputs based on the best information available in the circumstances, to the extent observable inputs are not available (including the Fund’s own assumptions used in determining the fair value of investments and derivative financial instruments)




Schedule of Investments (concluded)	BlackRock MuniHoldings Quality Fund II, Inc. (MUE)



Valuation Inputs	Level 1		Level 2		Level 3		Total

Assets:
Investments:
Long-Term Investments¹		—	$	454,364,440		—	$	454,364,440
Short-Term Securities	$	15,439,072		1,015,000		—		16,454,072

Total	$	15,439,072	$	455,379,440		—	$	470,818,512


¹	See above Schedule of Investments for values in each state or political subdivision.


	²	Derivative financial instruments are financial futures contracts, which are valued at the unrealized appreciation/depreciation on the instrument.