INTERNAL CONTROL RPT

REPORT OF INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM

To the Shareholders and Board of Directors of BlackRock
MuniAssets Fund, Inc., BlackRock MuniEnhanced Fund,
Inc., BlackRock MuniHoldings Fund, Inc., BlackRock
MuniHoldings Fund II, Inc., BlackRock MuniHoldings
Quality Fund, Inc., BlackRock Muni Intermediate
Duration Fund, Inc., and BlackRock MuniVest Fund II,
Inc.:
In planning and performing our audits of the financial
statements of BlackRock MuniAssets Fund, Inc., BlackRock
MuniEnhanced Fund, Inc., BlackRock MuniHoldings Fund,
Inc., BlackRock MuniHoldings Fund II, Inc., BlackRock
MuniHoldings Quality Fund, Inc., BlackRock Muni
Intermediate Duration Fund, Inc., and BlackRock MuniVest
Fund II, Inc. (the "Funds"), as of and for the year ended April
30, 2019, in accordance with the standards of the Public
Company Accounting Oversight Board (United States)
(PCAOB), we considered the Funds' internal control over
financial reporting, including controls over safeguarding
securities, as a basis for designing our auditing procedures for
the purpose of expressing our opinion on the financial
statements and to comply with the requirements of Form N-
CEN, but not for the purpose of expressing an opinion on the
effectiveness of the Funds' internal control over financial
reporting. Accordingly, we express no such opinion.
The management of the Funds is responsible for establishing
and maintaining effective internal control over financial
reporting. In fulfilling this responsibility, estimates and
judgments by management are required to assess the expected
benefits and related costs of controls. A company's internal
control over financial reporting is a process designed to
provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements
for external purposes in accordance with generally accepted
accounting principles. A company's internal control over
financial reporting includes those policies and procedures that
(1) pertain to the maintenance of records that, in reasonable
detail, accurately and fairly reflect the transactions and
dispositions of the assets of the company; (2) provide
reasonable assurance that transactions are recorded as
necessary to permit preparation of financial statements in
accordance with generally accepted accounting principles, and
that receipts and expenditures of the company are being made
only in accordance with authorizations of management and
directors of the company; and (3) provide reasonable
assurance regarding prevention or timely detection of
unauthorized acquisition, use, or disposition of a company's
assets that could have a material effect on the financial
statements.
Because of its inherent limitations, internal control over
financial reporting may not prevent or detect misstatements.
Also, projections of any evaluation of effectiveness to future
periods are subject to the risk that controls may become
inadequate because of changes in conditions or that the degree
of compliance with the policies or procedures may deteriorate.
A deficiency in internal control over financial reporting exists
when the design or operation of a control does not allow
management or employees, in the normal course of
performing their assigned functions, to prevent or detect
misstatements on a timely basis. A material weakness is a
deficiency, or a combination of deficiencies, in internal
control over financial reporting, such that there is a reasonable
possibility that a material misstatement of the company's
annual or interim financial statements will not be prevented or
detected on a timely basis.
Our consideration of the Funds' internal control over financial
reporting was for the limited purpose described in the first
paragraph and would not necessarily disclose all deficiencies
in internal control that might be material weaknesses under
standards established by the PCAOB. However, we noted no
deficiencies in the Funds' internal control over financial
reporting and its operation, including controls for safeguarding
securities, that we consider to be a material weakness, as
defined above, as of April 30, 2019.
This report is intended solely for the information and use of
management and the Board of Directors of the Funds and the
Securities and Exchange Commission and is not intended to be
and should not be used by anyone other than these specified
parties.
Deloitte & Touche LLP
Boston, Massachusetts
June 21, 2019

INST DEFINING RIGHTS

BLACKROCK MUNIHOLDINGS FUND II, INC.
(the "Fund")

File No. 811-08215

Item G.1.b.ii: Instruments defining the rights of the
holders of any new or amended class of securities

A copy of the Fund's Articles of Amendment
Amending the Articles Supplementary Establishing
and Fixing the Rights and Preferences of Variable
Rate Muni Term Preferred Shares is attached under
Item G.1.b.i.

MATERIAL AMENDMENTS

BLACKROCK MUNIHOLDINGS FUND II, INC.

ARTICLES OF AMENDMENT

AMENDING THE ARTICLES SUPPLEMENTARY ESTABLISHING

AND FIXING THE RIGHTS AND PREFERENCES OF

VARIABLE RATE MUNI TERM PREFERRED SHARES

This is to certify that:

First: The charter of BlackRock MuniHoldings Fund II, Inc., a Maryland corporation (the “Corporation”), is amended by these Articles of Amendment, which amend the Articles Supplementary Establishing and Fixing the Rights and Preferences of Variable Rate Muni Term Preferred Shares, dated as of December 15, 2011 (the “Articles Supplementary”).

Second: The charter of the Corporation is hereby amended by deleting the section titled “Designation” in the Articles Supplementary and replacing it with the following:

DESIGNATION

Series W-7: A series of 550 preferred shares of beneficial interest in the Corporation, par value $0.10 per share, liquidation preference $100,000 per share, is hereby authorized and designated “Series W-7 VMTP Preferred Shares”. Each Series W-7 VMTP Preferred Share shall be issued on a date or dates determined by the Board of Directors of the Corporation or pursuant to their delegated authority; have an Applicable Rate commencing on January 3, 2019 equal to the sum of 0.79% per annum plus 75% of the one-month LIBOR Rate (as defined herein); and have such other preferences, voting powers, restrictions, limitations as to dividends and distributions, qualifications and terms and conditions of redemption, required by Applicable Law and that are expressly set forth in this Articles Supplementary and the Charter. The Series W-7 VMTP Preferred Shares shall constitute a separate series of preferred shares of beneficial interest in the Corporation and each Series W-7 VMTP Preferred Share shall be identical. Except as otherwise provided with respect to any additional Series of VMTP Preferred Shares, the terms and conditions of this Articles Supplementary apply to each Series of VMTP Preferred Shares.

Third: The charter of the Corporation is hereby amended by deleting definitions of “SIFMA” and “SIFMA Municipal Swap Index” in the “Definitions” section of the Articles Supplementary.

Fourth: The charter of the Corporation is hereby amended by deleting definition of “Applicable Base Rate” in the “Definitions” section of the Articles Supplementary and replacing it with the following:

“Applicable Base Rate” means 75% of the one-month LIBOR Rate on the applicable Rate Determination Date.

Fifth: The charter of the Corporation is hereby amended by deleting definition of “Ratings Spread” in the “Definitions” section of the Articles Supplementary and replacing it with the following:

“Ratings Spread” means, with respect to any Rate Period for any Series of VMTP Preferred Shares, the percentage per annum set forth opposite the highest applicable credit rating assigned to such Series, unless the lowest applicable rating is at or below A1/A+, in which case it shall mean the percentage per annum set forth opposite the lowest applicable credit rating assigned to such Series, by either Moody’s (if Moody’s is then rating the VMTP Preferred Shares at the request of the Corporation), Fitch (if Fitch is then rating the VMTP Preferred Shares at the request of the Corporation) or Other Rating Agency (if such Other Rating Agency is then rating the VMTP Preferred Shares at the request of the Corporation) in the table below on the Rate Determination Date for such Rate Period:

Moody’s/Fitch*	Proposed Percentage
Aa2/AA to Aaa/AAA		0.79	%
Aa3/AA-		0.95	%
A1/A+		1.30	%
A2/A		1.55	%
A3/A-		1.70	%
Baa1/BBB+		2.05	%
Baa2/BBB		2.30	%
Baa3/BBB-		2.80	%
Non-investment grade or NR		3.30	%

* And/or the equivalent ratings of an Other Rating Agency then rating the VMTP Preferred Shares at the request of the Corporation.

Sixth: The charter of the Corporation is hereby amended by deleting definition of “LIBOR Rate” in the “Definitions” section of the Articles Supplementary and replacing it with the following:

“LIBOR Rate” means, on any Rate Determination Date, (i) the one-month LIBOR rate for deposits in United States dollars, which appears on Reuters display page LIBOR01 (“Page LIBOR01”) (or such other page as may replace that page on that service, or such other service as may be selected by the LIBOR Dealer or its successors that are LIBOR Dealers) as of 11:00 a.m. London, England time, on the day that is the London Business Day preceding the Rate Determination Date (the “LIBOR Determination Date”), or (ii) if such rate does not appear on Page LIBOR01 or such other page as may replace such Page LIBOR01, (A) the LIBOR Dealer shall determine the arithmetic mean of the offered quotations of the Reference Banks to leading banks in the London interbank market for deposits in U.S. dollars for the designated Rate Period in an amount determined by such LIBOR Dealer by reference to requests for quotations as of approximately 11:00 a.m. (London, England time) on such date made by such LIBOR Dealer to the Reference Banks, (B) if at least two of the Reference Banks provide such quotations, the LIBOR Rate shall equal such arithmetic mean of such quotations, (C) if only one or none of the Reference Banks provide such quotations, the LIBOR Rate shall be deemed to be the arithmetic mean of the offered quotations that leading banks in The City of New York, New York selected by the LIBOR Dealer (after obtaining the Corporation’s approval) are quoting on the relevant LIBOR Determination Date for deposits in United States dollars for the designated Rate Period in an amount determined by the LIBOR Dealer (after obtaining the Corporation’s approval) that is representative of a single transaction in such market at such time by reference to the principal London, England offices of leading banks in the London

interbank market; provided, however, that if one of the LIBOR Dealers does not quote a rate required to determine the LIBOR Rate, the LIBOR Rate will be determined on the basis of the quotation or quotations furnished by any Substitute LIBOR Dealer or Substitute LIBOR Dealers selected by the Corporation to provide such rate or rates not being supplied by the LIBOR Dealer. Notwithstanding the foregoing, if (A) the one-month LIBOR Rate determined as set forth above would otherwise be less than zero (0), the one-month LIBOR Rate for such Rate Determination Date will be deemed to be zero (0), and (B) the one-month LIBOR Rate no longer appears or is not otherwise calculable as provided above (the “LIBOR Unavailability Date”), then the one-month LIBOR Rate shall mean (i) the “Federal Funds Rate,” which appears on Bloomberg display page FEDL01 (“Page FEDL01”) (or such other page as may replace that page on that service, or such other service as may be selected by the LIBOR Dealer or its successors that are LIBOR Dealers) as of 5:00 p.m. New York City time plus the positive difference, if any, between the average one-month LIBOR Rate and the average Federal Funds Rate for the one year period prior to the LIBOR Unavailability Date, or (ii) if such rate does not appear on Page FEDL01 or such other page as may replace such Page FEDL01 (the date on which such rate no longer appears on such page, the “Fed Funds Unavailability Date”), the Board of Directors shall in good faith select a reasonably comparable index, which such other index shall be subject to the prior written consent of the Total Holders (the “Replacement”). If applicable, the one-month LIBOR Rate from the latter of (i) the LIBOR Unavailability Date and (ii) the Fed Funds Unavailability Date to the date the Replacement becomes effective with the prior written consent of the Total Holders as provided above, shall be equal to the one-month LIBOR Rate as in effect immediately prior to the latter of (i) the LIBOR Unavailability Date and (ii) the Fed Funds Unavailability Date.

Seventh: The charter of the Corporation is hereby amended by deleting definition of “Overconcentration Amount” in the “Definitions” section of the Articles Supplementary and replacing it with the following:

“Overconcentration Amount” means as of any date of calculation of the Effective Leverage Ratio, an amount equal to the sum of: (i) the Market Value of the Corporation’s assets in a single state or territory in excess of 20%; (ii) the Market Value of the Corporation’s assets in a single state or territory rated lower than A2 by Moody’s or A by S&P or Fitch in excess of 15%; (iii) the Market Value of the Corporation’s assets in a single state or territory rated lower than Baa3 by Moody’s or BBB- by S&P or Fitch in excess of 10%; (iv) the Market Value of the Corporation’s assets that constitute tobacco obligations (excluding tobacco obligations that are Defeased Securities and tobacco obligations backed by state appropriation) in excess of 10%; (v) the Market Value of the Corporation’s assets paying less frequently than semi-annually in excess of 20%; (vi) the Market Value of the Corporation’s assets that constitute tobacco obligations backed by state appropriation in excess of 10%; in each case, as a percentage of the Market Value of the Corporation’s Managed Assets and (vii) the Market Value of the Corporation’s Deferred Compensation Hedge Assets and Deferred Compensation Plan Assets in excess of 0%.

Eighth: These Articles of Amendment shall be effective as of January 2, 2019.

Ninth: The amendment to the charter of the Corporation as set forth above in these Articles of Amendment has been duly advised by the board of directors of the Corporation and approved by the stockholders of the Corporation as and to the extent required by law and in accordance with the charter of the Corporation.

[Signature Page Follows]

IN WITNESS WHEREOF, BlackRock MuniHoldings Fund II, Inc. has caused these Articles of Amendment to be signed in its name and on its behalf by its Vice President, who acknowledges that these Articles of Amendment are the act of the Corporation and that, as to all matters and facts required to be verified under oath and to the best of his knowledge, information and belief under the penalties of perjury, the matters and facts set forth herein are true in all material respects, as of this 28 day of December 2018.

BLACKROCK MUNIHOLDINGS FUND II, INC.
By:	/s/ Jonathan Diorio
	Name:	Jonathan Diorio
	Title:	Vice President

ATTEST:

/s/ Janey Ahn

Name: Janey Ahn

Title:   Secretary