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.