EX-99.77I NEW SECUR

                     BlackRock MuniHoldings Fund II, Inc.
                              File No. 811-08215
        Item No. 77I (Terms of New or Amended Securities) -- Attachment

A copy of an amendment to the Articles Supplementary Establishing and Fixing
the Rights and Preferences of Variable Rate Muni Term Preferred Shares is
attached under Sub-Item 77Q1(a).

EX-99.77Q1 OTHR EXHB

                     BlackRock MuniHoldings Fund II, Inc.
                              File No. 811-08215
    Item No. 77Q1(d) (Copies of All Constituent Instruments Referred to in
                          Sub-Item 77I) -- Attachment

A copy of an amendment to the Articles Supplementary Establishing and Fixing
the Rights and Preferences of Variable Rate Muni Term Preferred Shares is
attached under Sub-Item 77Q1(a).

EX-99.77B ACCT LTTR

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To 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. (collectively, the "Funds"), as of
and for the year ended April 30, 2016, in accordance with the standards of the
Public Company Accounting Oversight Board (United States), 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-SAR, 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 fund'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 fund'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 fund; (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 fund
are being made only in accordance with authorizations of management and
directors of the fund; and (3) provide reasonable assurance regarding
prevention or timely detection of unauthorized acquisition, use, or disposition
of a fund'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
Funds' 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 Public Company
Accounting Oversight Board (United States). However, we noted no deficiencies
in the Funds' internal control over financial reporting and their operation,
including controls for safeguarding securities that we consider to be a
material weakness, as defined above, as of April 30, 2016.

This report is intended solely for the information and use of management and
the 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., and the Securities and Exchange Commission and is not intended
to be and should not be used by anyone other than these specified parties.

/s/ Deloitte & Touche LLP
Boston, Massachusetts
June 23, 2016

EX-99.77Q1 OTHR EXHB

                     BlackRock MuniHoldings Fund II, Inc.
                              File No. 811-08215
  Item No. 77Q1(a) (Copies of Material Amendments to Registrant's Charter or
                            By-laws) -- Attachment

Attached please find as an exhibit under Sub-Item 77Q1(a) of Form N-SAR, a copy
of BlackRock MuniHoldings Fund II, Inc.'s Articles of Amendment Amending the
Articles Supplementary Establishing and Fixing the Rights and Preferences of
Variable Rate Muni Term Preferred Shares filed with the State Department of
Assessments and Taxation of Maryland on April 12, 2016.



                                                                Exhibit 77Q1(a)

                     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, as amended on June 30, 2014 and on June 30, 2015 (together,
the "Articles Supplementary").

   Second: The charter of the Corporation is hereby amended by deleting
   ------
Appendix A to the Articles Supplementary and replacing it with the Appendix A
attached hereto.

   Third: These Articles of Amendment shall be effective as of April 13, 2016.
   -----

   Fourth: 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 as of April 13, 2016 in its name and on its
behalf by the person named below who acknowledges that these Articles of
Amendment are the act of the Corporation and, to the best of such person's
knowledge, information and belief and under penalties for perjury, all matters
and facts contained in these Articles of Amendment are true in all material
respects.

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

ATTEST:

/s/ Janey Ahn
--------------------------
Name: Janey Ahn
Title: Secretary



                                                                     APPENDIX A

                                ELIGIBLE ASSETS

On the Date of Original Issue and at all times thereafter that the VMTP
Preferred Shares are Outstanding:

1. "Eligible Assets" are defined to consist only of assets that conform to the
   following requirements as of the time of investment:

    A. Debt obligations. The following debt obligations which are not in
       payment default at the time of investment:

       i. "Municipal securities," defined as obligations of a State, the
          District of Columbia, a U.S. territory, or a political subdivision
          thereof and including general obligations, limited obligation bonds,
          revenue bonds, and obligations that satisfy the requirements of
          section 142(b)(1) of the Internal Revenue Code of 1986 issued by or
          on behalf of any State, the District of Columbia, any U.S. territory
          or any political subdivision thereof, including any municipal
          corporate instrumentality of 1 or more States, or any public agency
          or authority of any State, the District of Columbia, any U.S.
          territory or any political subdivision thereof. The purchase of any
          municipal security will be based upon the Investment Adviser's
          assessment of an asset's relative value in terms of current yield,
          price, credit quality, and future prospects; and the Investment
          Adviser will monitor the creditworthiness of the Corporation's
          portfolio investments and analyze economic, political and demographic
          trends affecting the markets for such assets.

       ii.Debt obligations of the United States.

      iii.Debt obligations issued, insured, or guaranteed by a department or an
          agency of the U.S. Government, if the obligation, insurance, or
          guarantee commits the full faith and credit of the United States for
          the repayment of the obligation.

       iv.Debt obligations of the Washington Metropolitan Area Transit
          Authority guaranteed by the Secretary of Transportation under
          Section 9 of the National Capital Transportation Act of 1969.

       v. Debt obligations of the Federal Home Loan Banks.

       vi.Debt obligations, participations or other instruments of or issued by
          the Federal National Mortgage Association or the Government National
          Mortgage Association.



      vii.Debt obligations which are or ever have been sold by the Federal Home
          Loan Mortgage Corporation pursuant to sections 305 or 306 of the
          Federal Home Loan Mortgage Corporation Act.

     viii.Debt obligations of any agency named in 12 U.S.C. (S) 24(Seventh) as
          eligible to issue obligations that a national bank may underwrite,
          deal in, purchase and sell for the bank's own account, including
          qualified Canadian government obligations.

       ix.Debt obligations of issuers other than those specified in (i) through
          (viii) above that are rated in one of the three highest rating
          categories by two or more NRSROs, or by one NRSRO if the security has
          been rated by only one NRSRO, and which have been determined by the
          Corporation, based on the Corporation's internal credit due
          diligence, to be securities where the issuer has adequate capacity to
          meet financial commitments under the security for the projected life
          of the security such that the lack of default on the security such
          that the risk of default on the security is low, and the full and
          timely repayment of principal and interest is expected, and that are
          "marketable". For these purposes, an obligation is "marketable" if:

          .   it is registered under the Securities Act;

          .   it is offered and sold pursuant to Securities and Exchange
              Commission Rule 144A; 17 CFR 230.144A; or

          .   it can be sold with reasonable promptness at a price that
              corresponds reasonably to its fair value.

       x. Certificates or other securities evidencing ownership interests in a
          municipal bond trust structure (generally referred to as a tender
          option bond structure) that invests in (a) debt obligations of the
          types described in (i) above or (b) depository receipts reflecting
          ownership interests in accounts holding debt obligations of the types
          described in (i) above.

An asset shall not fail to qualify as an Eligible Asset solely by virtue of the
fact that:

          .   it provides for repayment of principal and interest in any form
              including fixed and floating rate, zero interest, capital
              appreciation, discount, leases, and payment in kind; or

          .   it is for long-term or short-term financing purposes.

    B. Derivatives

       i. Interest rate derivatives; or



       ii.Swaps, credit default swaps, futures, forwards, structured notes,
          options and swaptions related to Eligible Assets or on an index
          related to Eligible Assets.

    C. Other Assets

       i. (A) Shares of other investment companies registered under Section 8
          of the Investment Company Act of 1940 (open- or closed-end funds and
          ETFs) the assets of which consist entirely of Eligible Assets based
          on the Investment Adviser's assessment of the assets of each such
          investment company taking into account the investment company's most
          recent publicly available schedule of investments and publicly
          disclosed investment policies.

          (B) Notwithstanding Paragraph C.i.(A) above, the Trust shall be
          permitted, subject to Applicable Law, to invest up to five percent
          (5%) of the Trust's Managed Assets as of the time of investment in
          securities issued by a money-market fund (each, an "Eligible
          Money-Market Fund") that is (a) registered under the Investment
          Company Act of 1940, and (b) affiliated with the Investment Adviser;
          provided that if the Investment Advisor represents that the Eligible
          Money-Market Fund meets the requirements of Paragraph C.i.(A) above,
          the amount of such Managed Assets invested in any such Eligible
          Money-Market Fund meeting the requirements of Paragraph C.i.(A) above
          shall be excluded from the foregoing five percent (5%) limitation.

       ii.Cash.

      iii.Repurchase agreements on assets described in A above.

       iv.Taxable fixed-income securities issued by an issuer described in
          Paragraph 1(A) (a "Permitted Issuer") that are not in default at the
          time of acquisition, acquired for the purpose of influencing control
          over such Permitted Issuer or creditor group of municipal bonds of
          such Permitted Issuer (a) the Corporation already owns and (b) which
          have deteriorated or are expected shortly to deteriorate, with the
          expectation that such investment should enable the Corporation to
          better maximize the value of its existing investment in such issuer,
          provided that the taxable fixed-income securities of such issuer so
          acquired do not constitute more than 0.5% of the Corporation's
          Managed Assets as of the time of investment.



2. At any time that VMTP Preferred Shares are outstanding, for any investment
   company the securities of which are held by the Corporation, the Corporation
   will provide or make available the following information to the Holders
   within 10 days after the public quarterly release of such information and on
   the Date of Original Issue (for the reporting period having ended most
   recently prior to the closing):

    i. the identity of the investment company and the CUSIP Number, the number
       of shares owned, as of the end of the prior quarter, and the percentage
       of the investment company's equity represented by the Corporation's
       investment, as of the end of the prior quarter;

    ii.other than in the case of an investment in an Eligible Money-Market
       Fund, a representation that each such investment company invests solely
       in "Eligible Assets," which representation may be based upon the
       affirmative representation of the underlying investment company's
       investment adviser; and

   iii.other than in the case of an investment in an Eligible Money-Market
       Fund, the information contained in the most recently released financial
       statements of each such underlying investment company relating to the
       portfolio holdings of each such investment company.