N-CSR

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM N-CSR

              CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT
                              INVESTMENT COMPANIES

Investment Company Act file number 811-21078
                                   ---------

                         PIMCO Municipal Income Fund II
                         ------------------------------
               (Exact name of registrant as specified in charter)


              1345 Avenue of the Americas, New York, New York 10105
              -----------------------------------------------------
              (Address of principal executive offices) (Zip code)


 Lawrence G. Altadonna - 1345 Avenue of the Americas, New York, New York 10105
 -----------------------------------------------------------------------------
                    (Name and address of agent for service)

Registrant's telephone number, including area code: 212-739-3371
                                                    ------------
Date of fiscal year end: May 31, 2005
                         ------------

Date of reporting period: May 31, 2005
                          ------------

Form N-CSR is to be used by management investment companies to file reports with
the Commission not later than 10 days after the transmission to stockholders of
any report that is required to be transmitted to stockholders under Rule 30e-1
under the Investment Company Act of 1940 (17 CFR 270.30e-1). The Commission may
use the information provided on Form N-CSR in its regulatory, disclosure review,
inspection, and policymaking roles.


A registrant is required to disclose the information specified by Form N-CSR,
and the Commission will make this information public. A registrant is not
required to respond to the collection of information contained in Form N-CSR
unless the Form displays a currently valid Office of Management and Budget
("OMB") control number. Please direct comments concerning the accuracy of the
information collection burden estimate and any suggestions for reducing the
burden to Secretary, Securities and Exchange Commission, 450 Fifth Street, NW,
Washington, DC 20549-0609. The OMB has reviewed this collection of information
under the clearance requirements of 44 U.S.C. ss. 3507.



ITEM 1. REPORT TO SHAREHOLDERS

PIMCO Municipal Income Fund II
PIMCO California Municipal Income Fund II
PIMCO New York Municipal Income Fund II

Annual Report
May 31, 2005

	Contents
	Letter to Shareholders	1
	Performance & Statistics	2-4
	Schedules of Investments	5-24
	Statements of Assets and Liabilities	26
	Statements of Operations	27
	Statements of Changes in Net Assets	28-29
	Notes to Financial Statements	30-38
	Financial Highlights	39-41
	Report of Independent Registered Public
	Accounting Firm	42
	Privacy Policy, Proxy Voting Policies &
	Procedures, Other Information	43
	Tax Information	44
	Dividend Reinvestment Plan	45
	Board of Trustees	46

PIMCO Municipal Income Funds II Letter to Shareholders

July 19, 2005

Dear Shareholder:

We are pleased to provide you with the annual report of PIMCO Municipal Income Fund II, PIMCO California Municipal Income Fund II, and PIMCO New York Municipal Income Fund II (“PIMCO Municipal Income Funds II” or the “Funds”) for the year ended May 31, 2005.

Please refer to the following pages for specific information for each of the PIMCO Municipal Income Funds II. If you have any questions regarding the information provided, we encourage you to contact your financial advisor or call the Funds’ transfer agent at 1-800-331-1710. Also note that a wide range of information and resources can be accessed through our Web site, www.allianzinvestors.com.

Together with Allianz Global Investors Fund Management LLC (formerly, PA Fund Management LLC), the Funds’ investment manager and Pacific Investment Management Co. LLC, the Funds’ sub-adviser, we thank you for investing with us.

We remain dedicated to serving your investment needs.

Sincerely,

Robert E. Connor	Brian S. Shlissel
Chairman	President & Chief Executive Officer

5.31.05 | PIMCO Municipal Income Funds II Annual Report 1

PIMCO Municipal Income Fund II Performance & Statistics 

May 31, 2005 (unaudited) 

Symbol:	Primary Investments:	Inception Date:
PML	Municipal fixed-income	June 28, 2002
	securities, the interest from
Objective:	which is exempt from federal	Total Net Assets(1): :
To provide income exempt from	income tax.	$1,367.3 million
federal income tax.
		Portfolio Manager:
		Mark McCray

Total Return(2):	Market Price		Net Asset Value (“NAV”)
Six Months	10.16	%	6.29	%
1 Year	21.00	%	13.38	%
Commencement of Operations (6/28/02) to 5/31/05	7.21	%	8.36	%

Common Share Market Price/NAV Performance:
Commencement of Operations (6/28/02) to 5/31/05

Market Price/NAV:
Market Price	$15.02
NAV	$14.81
Premium to NAV	1.42%
Market Price Yield(3)	6.74%

Moody's Ratings (as a % of total investments)

(1) Inclusive of net assets attributable to Preferred Shares outstanding.

(2) Past performance is no guarantee of future results. Total return is calculated by subtracting the value of an investment in the Fund at the beginning of each specified period from the value at the end of the period and dividing the remainder by the value of the investment at the beginning of the period and expressing the result as a percentage. The calculation assumes that all income dividends and capital gain distributions have been reinvested at prices obtained under the Fund’s dividend reinvestment plan. Total return does not reflect broker commissions or sales charges. Total return for a period of greater than one year represents the average annual total return. Total return for a period of less than one year is not annualized.

An investment in the Fund involves risk, including the loss of principal. Total return, price, yield and net asset value will fluctuate with changes in market conditions. This data is provided for information only and is not intended for trading purposes. A portion of the income generated by the Fund may be subject to federal, state and local taxes, and may at times be subject to the alternative minimum tax. Closed-end funds, unlike open-end funds, are not continuously offered. There is a one-time public offering and once issued, shares of closed-end funds are sold in the open market through a stock exchange. Net asset value is total assets applicable to common shareholders less total liabilities divided by the number of common shares outstanding. Holdings are subject to change daily.

(3) Market Price Yield is determined by dividing the annualized current monthly per share dividend payable to common shareholders by the market price per common share at May 31, 2005.

2 PIMCO Municipal Income Funds II Annual Report | 5.31.05

PIMCO California Municipal Income Fund II Performance & Statistics 

May 31, 2005 (unaudited) 

Symbol:	Primary Investments:	Inception Date:
PCK	Municipal fixed-income	June 28, 2002
	securities, the interest from
Objective:	which is exempt from federal	Total Net Assets (1):
To provide income exempt from	and California State income	$701.6 million
federal and California State	tax.
income tax.		Portfolio Manager:
		Mark McCray

Total Return(2):	Market Price		Net Asset Value (“NAV”)
Six Months	9.51	%	7.39	%
1 Year	19.14	%	15.68	%
Commencement of Operations (6/28/02) to 5/31/05	6.22	%	7.50	%

Common Share Market Price/NAV Performance:
Commencement of Operations (6/28/02) to 5/31/05

Market Price/NAV:
Market Price	$14.76
NAV	$14.61
Premium to NAV	1.03%
Market Price Yield(3)	6.61%

Moody's Ratings (as a % of total investments)

(1) Inclusive of net assets attributable to Preferred Shares outstanding.

(2) Past performance is no guarantee of future results. Total return is calculated by subtracting the value of an investment in the Fund at the beginning of each specified period from the value at the end of the period and dividing the remainder by the value of the investment at the beginning of the period and expressing the result as a percentage. The calculation assumes that all income dividends have been reinvested at prices obtained under the Fund’s dividend reinvestment plan. Total return does not reflect broker commissions or sales charges. Total return for a period of greater than one year represents the average annual total return. Total return for a period of less than one year is not annualized.

An investment in the Fund involves risk, including the loss of principal. Total return, price, yield and net asset value will fluctuate with changes in market conditions. This data is provided for information only and is not intended for trading purposes. A portion of the income generated by the Fund may be subject to federal, state and local taxes, and may at times be subject to the alternative minimum tax. Closed-end funds, unlike open-end funds, are not continuously offered. There is a one-time public offering and once issued, shares of closed-end funds are sold in the open market through a stock exchange. Net asset value is total assets applicable to common shareholders less total liabilities divided by the number of common shares outstanding. Holdings are subject to change daily.

(3) Market Price Yield is determined by dividing the annualized current monthly per share dividend payable to common shareholders by the market price per common share at May 31, 2005.

5.31.05 | PIMCO Municipal Income Funds II Annual Report 3

PIMCO New York Municipal Income Fund II Performance & Statistics 

May 31, 2005 (unaudited) 

Symbol:	Primary Investments:	Inception Date:
PNI	Municipal fixed-income	June 28, 2002
	securities, the interest from
Objective:	which is exempt from federal,	Total Net Assets (1):
Seeks to provide current income	New York State and New York	$242.8 million
exempt from federal, New York	City income tax.
State and New York City income		Portfolio Manager:
tax.		Mark McCray

Total Return(2):	Market Price		Net Asset Value (“NAV”)
Six Months	7.03	%	8.47	%
1 Year	21.45	%	15.69	%
Commencement of Operations (6/28/02) to 5/31/05	6.29	%	7.51	%

Common Share Market Price/NAV Performance:
Commencement of Operations (6/28/02) to 5/31/05

Market Price/NAV:
Market Price	$14.80
NAV	$14.62
Premium to NAV	1.23%
Market Price Yield(3)	6.59%

Moody's Ratings (as a % of total investments)

(1) Inclusive of net assets attributable to Preferred Shares outstanding.

(2) Past performance is no guarantee of future results. Total return is calculated by subtracting the value of an investment in the Fund at the beginning of each specified period from the value at the end of the period and dividing the remainder by the value of the investment at the beginning of the period and expressing the result as a percentage. The calculation assumes that all income dividends have been reinvested at prices obtained under the Fund’s dividend reinvestment plan. Total return does not reflect broker commissions or sales charges. Total return for a period of greater than one year represents the average annual total return. Total return for a period of less than one year is not annualized.

An investment in the Fund involves risk, including the loss of principal. Investment return, price, yield and net asset value will fluctuate with changes in market conditions. This data is provided for information only and is not intended for trading purposes. A portion of the income generated by the Fund may be subject to federal, state and local taxes, and may at times be subject to the alternative minimum tax. Closed-end funds, unlike open-end funds, are not continuously offered. There is a one-time public offering and once issued, shares of closed-end funds are sold in the open market through a stock exchange. Net asset value is total assets applicable to common shareholders less total liabilities divided by the number of common shares outstanding. Holdings are subject to change daily.

(3) Market Price Yield is determined by dividing the annualized current monthly per share dividend payable to common shareholders by the market price per common share at May 31, 2005.

4 PIMCO Municipal Income Funds II Annual Report | 5.31.05

PIMCO Municipal Income Fund II Schedule of Investments 

May 31, 2005 

Principal Amount (000)		Credit Rating (Moody’s/S&P)*		Value
MUNICIPAL BONDS & NOTES—88.9%
	Alabama—2.3%
	Birmingham Waterworks & Sewer Board Rev.,
$    1,145	5.00%, 1/1/27, Ser. B (MBIA)	Aaa/AAA	$	1,204,643
10,000	5.00%, 1/1/37, Ser. B (MBIA)	Aaa/AAA		10,441,700
1,750	Huntsville Health Care Auth. Rev., 5.75%, 6/1/32, Ser. B	A2/NR		1,892,835
16,580	Jefferson Cnty. Sewer Rev., 4.75%, 2/1/38, Ser. B
	(FGIC) (Pre-refunded @ $100, 8/1/12) (a)	Aaa/AAA		18,101,547
				31,640,725
	Alaska—0.3%
3,550	State Housing Finance Corp. Rev.,
	5.25%, 6/1/32, Ser. C (MBIA)	Aaa/AAA		3,621,355
	Arizona—0.1%
1,300	Health Fac. Auth. Hospital System Rev., 5.75%, 12/1/32	NR/BBB		1,379,729
	California—4.1%
9,610	Alameda Corridor Transportation Auth. Rev.,
	zero coupon, 10/1/16, Ser. A (AMBAC)	Aaa/AAA		5,968,002
	Golden State Tobacco Securitization Corp.,
	Tobacco Settlement Rev.,
3,300	6.25%, 6/1/33, Ser. 2003-A-1	Baa3/BBB		3,491,136
9,000	6.75%, 6/1/39, Ser. 2003-A-1	Baa3/BBB		9,810,900
1,000	Rancho Cucamonga Community Facs. Dist. Special Tax,
	6.30%, 9/1/23, Ser. A	NR/NR		1,039,900
4,000	Southern California Public Power Auth., Transmission
	Project Rev., zero coupon, 7/1/13	Aa3/A+		2,934,880
28,775	State Economic Recovery, GO, 5.00%, 7/1/11, Ser. A (MBIA)	Aaa/AAA		31,681,275
				54,926,093
	Colorado—5.1%
30,000	Dawson Ridge Dist. No. 1, GO,
	zero coupon, 10/1/22, Ser. A	Aaa/NR		13,413,000
5,000	Denver City & Cnty., CP, 5.50%, 12/1/25, Ser. B
	(AMBAC) (Pre-refunded @ $101, 12/1/10) (a)	Aaa/AAA		5,638,800
25,000	Health Fac. Auth. Rev., Catholic Health Initiatives,
	5.50%, 3/1/32	Aa2/AA		27,490,500
18,305	Health Fac. Auth. Rev., Exempla, Inc.,
	5.625%, 1/1/33, Ser. A	A1/A-		19,337,402
6,500	Health Fac. Auth., Retirement Fac. Rev., Liberty Height,
	zero coupon, 7/15/22	Aaa/AAA		2,934,750
				68,814,452
	District of Columbia—1.3%
17,500	Washington DC Convention Center Auth. Tax Rev.,
	4.75%, 10/1/28, (AMBAC)	Aaa/AAA		17,697,400
	Florida—3.2%
8,000	Highlands Cnty. Health Fac. Auth. Rev.,
	6.00%, 11/15/31, Ser. A	A2/A		8,772,240
2,335	Hillsborough Cnty. Industrial Dev. Auth., Pollution Control
	Rev., Tampa Electric Co. Project, 5.50%, 10/1/23	Baa2/BBB-		2,428,960

5.31.05 | PIMCO Municipal Income Funds II Annual Report 5

PIMCO Municipal Income Fund II Schedule of Investments 

May 31, 2005 

Principal Amount (000)		Credit Rating (Moody’s/S&P)*		Value
	Florida—(continued)
$       635	Hillsborough Cnty. Industrial Dev. Rev., Health Fac. Project,
	5.625%, 8/15/23, Ser. A	Baa2/BBB	$	659,987
7,135	Jacksonville Health Facs. Auth. Rev.,
	5.25%, 11/15/32, Ser. A	Aa2/AA		7,543,479
11,500	Lakeland Hospital System Rev., Regional Health System,
	5.50%, 11/15/32	A1/NR		12,317,305
3,000	Leesburg Hospital Rev., Leesburg Regional Medical Center
	Project, 5.50%, 7/1/32	A3/A-		3,137,460
	Orange Cnty. Health Fac. Auth. Rev., Adventist Health System,
2,550	5.625%, 11/15/32	A2/A		2,748,110
5,000	6.25%, 11/15/24	A2/A		5,670,300
1,500	Winter Springs Water & Sewer Rev.,
	zero coupon, 10/1/29 (FGIC)	Aaa/AAA		479,880
				43,757,721
	Georgia—0.8%
4,000	Atlanta Water & Wastewater Rev.,
	5.00%, 11/1/39, Ser. A (MBIA)	Aaa/AAA		4,160,880
1,500	Grantor Trust Govt, CP, 4.75%, 6/1/28, Ser. A (MBIA)	Aaa/AAA		1,616,265
9,600	Richmond Cnty. Dev. Auth. Rev., zero coupon, 12/1/21	Aaa/NR		4,475,904
				10,253,049
	Hawaii—1.4%
19,170	Honolulu City & Cnty. Wastewater System Rev.,
	First Board Resolution, 4.75%, 7/1/28 (FGIC)	Aaa/NR		19,646,950
	Illinois—19.2%
	Central Lake Cnty. Water Agency Rev.,
3,610	5.125%, 5/1/28, Ser. A (AMBAC)	Aaa/NR		3,834,831
8,150	5.125%, 5/1/32, Ser. A (AMBAC)	Aaa/NR		8,593,686
	Chicago Board of Education School Reform, GO,
15,535	zero coupon, 12/1/16, Ser. A (FGIC)	Aaa/AAA		9,483,651
5,000	zero coupon, 12/1/28, Ser. A (FGIC)	Aaa/AAA		1,614,400
4,500	zero coupon, 12/1/31 (FGIC)	Aaa/AAA		1,235,115
	Chicago City Colleges, GO,
32,670	zero coupon, 1/1/37 (FGIC)	Aaa/AAA		6,975,372
29,145	zero coupon, 1/1/38 (FGIC)	Aaa/AAA		5,888,164
32,670	zero coupon, 1/1/39 (FGIC)	Aaa/AAA		6,284,074
7,000	Chicago Midway Airport Rev.,
	5.00%, 1/1/31, Ser. B (MBIA)	Aaa/AAA		7,232,540
	Chicago, GO,
5,110	5.00%, 1/1/33 (AMBAC)	Aaa/AAA		5,352,981
5,050	5.125%, 1/1/29, Ser. A (FGIC)	Aaa/AAA		5,329,770
	Chicago, Lake Shore East, Special Assessment,
3,162	6.625%, 12/1/22	NR/NR		3,346,851
6,700	6.75%, 12/1/32	NR/NR		7,119,487
5,000	Cicero, GO, 5.25%, 12/1/31 (MBIA)	Aaa/AAA		5,377,850
	Dev. Finance Auth. Retirement Housing Rev.,
10,000	zero coupon, 7/15/23	NR/AAA		4,287,200
134,650	zero coupon, 7/15/25	NR/AAA		52,061,076

6 PIMCO Municipal Income Funds II Annual Report | 5.31.05

PIMCO Municipal Income Fund II Schedule of Investments 

May 31, 2005 

Principal Amount (000)		Credit Rating (Moody’s/S&P)*		Value
	Illinois—(continued)
$    20,100	Health Facs. Auth. Rev., Elmurst Memorial Healthcare,
	5.625%, 1/1/28	A2/NR	$	21,365,094
1,000	McHenry & Kane Cnty. Community Consolidated
	School Dist. 158, GO, zero coupon, 1/1/12 (FGIC)	Aaa/AAA		779,150
	Metropolitan Pier & Exposition Auth. Rev.,
60,000	zero coupon, 12/15/30 (MBIA)	Aaa/AAA		18,141,000
50,000	zero coupon, 12/15/33 (MBIA)	Aaa/AAA		13,026,000
2,460	zero coupon, 6/15/38 (MBIA)	Aaa/AAA		511,729
4,500	Schaumburg, GO, 5.00%, 12/1/41, Ser. B (FGIC)	Aaa/AAA		4,725,540
68,470	State Sports Facs. Auth. Rev.,
	zero coupon, 6/15/30 (AMBAC)	Aaa/AAA		57,062,898
10,000	State, GO, 5.00%, 3/1/34, Ser. A	Aa3/AA		10,475,400
				260,103,859
	Indiana—0.6%
	Brownsburg 1999 School Building Corp. Rev.,
1,000	5.00%, 9/15/25, Ser. A (FSA)	Aaa/AAA		1,058,290
2,000	5.25%, 3/15/25, Ser. A (FSA)	Aaa/AAA		2,173,200
4,125	Fort Wayne Pollution Control Rev., 6.20%, 10/15/25	Baa3/BB		3,999,518
500	State Bank Rev., 5.25%, 4/1/30, Ser. D (AMBAC)	Aaa/AAA		532,075
				7,763,083
	Iowa—0.6%
8,850	Tobacco Settlement Auth. Rev., 5.60%, 6/1/35, Ser. B	Baa3/BBB		8,607,068
	Kansas—0.2%
2,800	Univ. of Kansas, Hospital Auth. Health Facs. Rev.,
	5.625%, 9/1/32	NR/A-		2,971,360
	Kentucky—0.9%
	Economic Dev. Finance Auth. Hospital Facs. Rev.,
2,500	5.25%, 10/1/30	A1/AA-		2,618,950
8,210	6.00%, 10/1/19	A3/A		9,151,933
				11,770,883
	Louisiana—4.3%
20,400	Public Facs. Auth. Rev., Ochsner Clinic Foundation,
	5.50%, 5/15/32, Ser. B	A3/NR		21,485,484
36,395	Tobacco Settlement Financing Corp. Rev.,
	5.875%, 5/15/39, Ser. 2001 B	Baa3/BBB		36,754,947
				58,240,431
	Maryland—0.1%
1,000	State Health & Higher Educational Fac. Auth. Rev.,
	Adventist Healthcare, 5.75%, 1/1/25, Ser. A	Baa1/NR		1,074,610
	Massachusetts—3.1%
1,300	Bay Transportation Auth. Rev.,
	4.75%, 3/1/21, Ser. A (MBIA)	Aaa/AAA		1,338,740
	State College Building Auth. Project Rev.,
5,560	5.50%, 5/1/28, Ser. B (XLCA)	Aaa/AAA		6,508,036
7,645	5.50%, 5/1/33, Ser. B (XLCA)	Aaa/AAA		8,975,001
5,000	5.50%, 5/1/39, Ser. B (XLCA)	Aaa/AAA		5,954,050

5.31.05 | PIMCO Municipal Income Funds II Annual Report 7

PIMCO Municipal Income Fund II Schedule of Investments 

May 31, 2005 

Principal Amount (000)		Credit Rating (Moody’s/S&P)*		Value
	Massachusetts—(continued)
$    4,295	State Turnpike Auth. Rev., 4.75%, 1/1/34, Ser. A (AMBAC)	Aaa/AAA	$	4,365,481
	State Water Res. Auth. Rev.,
2,300	4.75%, 12/1/21, Ser. B (MBIA)	Aaa/AAA		2,341,653
12,050	4.75%, 8/1/37, Ser. A (FSA)	Aaa/AAA		12,172,548
				41,655,509
	Michigan—2.6%
	Detroit City School Dist., GO,
8,500	5.00%, 5/1/32, Ser. A (FGIC)	Aaa/AAA		8,918,370
1,750	5.125%, 5/1/31, Ser. A (FSA)	Aaa/AAA		1,846,162
2,500	Detroit Water Supply System Rev.,
	5.00%, 7/1/30, Ser. A (FGIC)	Aaa/AAA		2,600,775
5,000	State Hospital Finance Auth. Rev., Ascension Health,
	5.25%, 11/15/26, Ser. B	Aa2/AA		5,268,250
	State Hospital Finance Auth. Rev., Oakwood Obligation Group,
13,500	5.75%, 4/1/32, Ser. A	A2/A		14,391,135
1,925	6.00%, 4/1/22, Ser. A	A2/A		2,124,276
				35,148,968
	Mississipi—0.3%
3,605	Business Finance Corp., Pollution Control Rev.,
	5.875%, 4/1/22	Ba1 /BBB-		3,666,393
1,000	Dev Bank Special Obligation, Projects & Equipment
	Acquisitions Rev., 5.00%, 7/1/24 (AMBAC)	Aaa/AAA		1,129,660
				4,796,053
	Missouri—0.1%
1,500	St. Louis Parking Facs. Rev., Downtown Parking Facility,
	6.00%, 2/1/28	NR/NR		1,557,300
	Nevada—1.8%
3,400	Clark Cnty., GO, 5.00%, 6/1/31, (FGIC)	Aaa/AAA		3,539,162
	Reno Transportation Project Rev.,
3,960	5.125%, 6/1/27 (AMBAC)	Aaa/AAA		4,189,838
2,000	5.125%, 6/1/32 (AMBAC)	Aaa/AAA		2,107,400
3,500	5.125%, 6/1/37 (AMBAC)	Aaa/AAA		3,683,610
7,570	5.25%, 6/1/41 (AMBAC)	Aaa/AAA		7,967,728
3,290	Truckee Meadows Water Auth. Rev.,
	5.125%, 7/1/30, Ser. A (FSA)	Aaa/AAA		3,467,890
				24,955,628
	New Hampshire—0.2%
3,000	Health & Education Fac. Auth. Hospital Rev.,
	6.125%, 7/1/32	Baa1/BBB+		3,157,800
	New Jersey—2.6%
	Camden Cnty. Improvement Auth. Rev., Cooper Health,
20	5.875%, 2/15/15	Baa3/BBB		20,949
40	6.00%, 2/15/27	Baa3/BBB		41,020
	Economic Dev. Auth. Rev., Arbor Glen,
525	6.00%, 5/15/28	NR/NR		529,940
225	6.00%, 5/15/28, Ser. A (Pre-refunded @ $102, 5/15/09) (a)	NR/NR		253,244

8 PIMCO Municipal Income Funds II Annual Report | 5.31.05

PIMCO Municipal Income Fund II Schedule of Investments 

May 31, 2005 

Principal Amount (000)		Credit Rating (Moody’s/S&P)*		Value
	New Jersey—(continued)
	Economic Dev. Auth., Kapkowski Road Landfill Project,
	Special Assessment,
$    4,000	5.75%, 10/1/21	Baa3/NR	$	4,350,520
11,405	5.75%, 4/1/31	Baa3/NR		12,637,082
3,500	State Educational Fac. Auth. Rev., 6.00%, 7/1/25, Ser. D	NR/NR		3,790,535
	Tobacco Settlement Financing Corp. Rev.,
1,285	6.00%, 6/1/37	Baa3/BBB		1,303,286
3,095	6.125%, 6/1/42	Baa3/BBB		3,169,992
6,150	6.25%, 6/1/43	Baa3/BBB		6,352,827
2,500	6.75%, 6/1/39	Baa3/BBB		2,716,775
				35,166,170
	New Mexico—0.4%
5,000	Farmington Pollution Control Rev., 5.80%, 4/1/22	Baa2/BBB		5,103,350
	New York—3.2%
	Metropolitan Transportation Auth. Rev.,
10,600	5.00%, 11/15/30, Ser. A (FSA)	Aaa/AAA		11,151,306
10,000	5.25%, 11/15/32, Ser. B	A2/A		10,740,200
	New York City Municipal Water Finance Auth.,
	Water & Sewer System Rev.,
4,750	5.00%, 6/15/37, Ser. D	Aa2/AA+		5,026,545
7,000	5.00%, 6/15/39, Ser. A	Aa2/AA+		7,363,510
6,700	State Dormitory Auth. Rev., 5.00%, 7/1/34, Ser. 1	Aa2/AA		6,952,121
2,000	State Environmental Facilities Corp. Rev., 5.00%, 6/15/28	Aaa/AAA		2,113,700
				43,347,382
	Ohio—0.6%
7,500	Lorain Cnty. Hospital Rev., 5.375%, 10/1/30	A1/AA-		7,867,125
	Pennsylvania—3.2%
	Allegheny Cnty. Hospital Dev. Auth. Rev.,
550	9.25%, 11/15/15, Ser. B	B1/B		669,873
1,000	9.25%, 11/15/22, Ser. B	B1/B		1,212,590
5,700	9.25%, 11/15/30, Ser. B	B1/B		6,883,833
4,500	Cumberland Cnty. Auth. Retirement Community Rev.,
	7.25%, 1/1/35, Ser. A	NR/NR		4,878,945
	Montgomery Cnty. Higher Education & Health Auth.
	Hospital Rev.,
5,000	5.125%, 6/1/27, Ser. A	NR/A		5,218,100
3,750	5.125%, 6/1/32, Ser. A	NR/A		3,890,587
5,000	Philadelphia Auth. Industrial Dev. Lease Rev.,
	5.25%, 10/1/30, Ser. B (FSA)	Aaa/AAA		5,308,450
8,520	Philadelphia Hospitals & Higher Education Fac. Auth. Rev.,
	6.85%, 7/1/22	Baa2/BBB		8,723,628
3,000	Philadelphia, GO, 5.25%, 9/15/25 (FSA)	Aaa/AAA		3,199,710
500	Pittsburgh & Allegheny Cnty. Public Auditorium Auth. Rev.,
	5.00%, 2/1/29 (AMBAC)	Aaa/AAA		516,250
2,500	Radnor Township School Dist., GO,
	5.00%, 2/15/35, Ser. B (FSA)	Aaa/NR		2,670,825
				43,172,791

5.31.05 | PIMCO Municipal Income Funds II Annual Report 9

PIMCO Municipal Income Fund II Schedule of Investments 

May 31, 2005 

Principal Amount (000)		Credit Rating (Moody’s/S&P)*		Value
	Puerto Rico—0.3%
$    4,200	Electric Power Auth. Power Rev., 5.125%, 7/1/29, Ser. NN	A3/A-	$	4,463,676
	Rhode Island—4.7%
62,000	Tobacco Settlement Financing Corp. Rev.,
	6.25%, 6/1/42, Ser. A	Baa3/BBB		63,406,780
	South Carolina—5.8%
27,745	Greenville Cnty. School Dist. Rev., 5.50%, 12/1/28	Aa3/AA-		30,190,722
18,120	Jobs Economic Dev. Auth. Rev., 5.625%, 11/15/30	A3/A-		19,011,866
	Lexington Cnty., Health Services Dist. Hospital Rev.,
15,000	5.50%, 11/1/32	A2 /A		16,050,900
3,500	5.50%, 5/1/37	A2/A		3,757,110
5,000	5.75%, 11/1/28	A2/A		5,477,400
3,250	Tobacco Settlement Rev. Management Auth.,
	6.375%, 5/15/28, Ser. B	Baa3/BBB		3,393,260
1,180	Transportation Infrastructure Rev., 5.00%, 10/1/29,
	Ser. A (AMBAC) (Pre-refunded @ $100, 10/1/11) (a)	Aaa/NR		1,302,885
				79,184,143
	Tennessee—3.1%
3,750	Knox Cnty. Health Educational & Housing Facs. Board
	Hospital Facs. Rev., 5.25%, 10/1/30	A1/AA-		3,940,388
1,815	Knox Cnty., GO, 5.00%, 2/1/17, Ser. A	Aa2/AA		2,029,442
32,785	Memphis Electric System Rev.,
	5.00%, 12/1/11, Ser. A (MBIA)	Aaa/AAA		35,818,924
				41,788,754
	Texas—10.6%
1,000	Arlington Independent School Dist., GO,
	5.00%, 2/15/24 (PSF-GTD)	Aaa/NR		1,035,410
4,480	Aubrey Independent School Dist., GO,
	5.50%, 2/15/33 (PSF-GTD)	Aaa/NR		4,938,304
6,500	Brazos Cnty. Health Facs. Dev. Corp., Franciscan
	Services Corp. Rev., 5.375%, 1/1/32	NR/A-		6,773,910
2,700	Comal Cnty. Health Facs., Mckenna Memorial
	Hospital Project Rev., 6.25%, 2/1/32	Baa2/BBB		2,914,191
5,000	Dallas Area Rapid Transit Rev.,
	5.00%, 12/1/31 (AMBAC)	Aaa/AAA		5,202,250
20,000	Frisco Independent School Dist., GO,
	zero coupon, 8/15/34 (PSF-GTD)	Aaa/NR		4,728,800
5,250	Harris Cnty. Health Facs. Dev. Corp. Rev.,
	5.375%, 2/15/26, Ser. A	NR/AA-		5,495,753
25,000	Harris Cnty. Senior Lien Toll Road Rev.,
	5.00%, 8/15/30 (FSA)	Aaa/AAA		26,103,750
19,750	Harris Cnty., GO, 5.125%, 8/15/31
	(Pre-refunded @ $100, 8/15/12) (a)	Aa1/AA+		22,042,185
7,500	Keller Independent School Dist., GO,
	4.875%, 8/15/31 (PSF-GTD)	Aaa/AAA		7,626,150
3,170	Little Elm Independent School Dist., GO,
	5.30%, 8/15/29, Ser. A (PSF-GTD)	NR/AAA		3,423,283
6,250	North Dallas Thruway Auth. Rev.,
	4.75%, 1/1/29, (FGIC)	Aaa/AAA		6,344,187

10 PIMCO Municipal Income Funds II Annual Report | 5.31.05

PIMCO Municipal Income Fund II Schedule of Investments 

May 31, 2005 

Principal Amount (000)		Credit Rating (Moody’s/S&P)*		Value
	Texas—(continued)
$    5,000	Quinlan Independent School Dist., GO,
	5.10%, 2/15/32, (PSF-GTD)	Aaa/NR	$	5,233,350
14,000	State Affordable Housing Corp. Multifamily Housing Rev.,
	5.40%, 9/1/22, Ser. A (MBIA)	Aaa/AAA		14,175,560
	State Turnpike Auth. Central Turnpike System Rev.,
10,000	zero coupon, 8/15/19, Ser. A (AMBAC)	Aaa/AAA		5,382,600
8,880	5.00%, 8/15/42, Ser. A (AMBAC)	Aaa/AAA		9,199,591
	State Water Financial Assistance, GO,
3,250	5.00%, 8/1/36	Aa1/AA		3,388,775
1,650	5.25%, 8/1/35	Aa1/AA		1,756,920
8,000	Wichita Falls Water & Sewer Rev.,
	5.00%, 8/1/27 (AMBAC)	Aaa/AAA		8,361,520
				144,126,489
	Virginia—0.5%
	Fredericksburg Industrial Dev. Medicorp Health System Rev.,
2,500	5.125%, 6/15/33, Ser. B	A3/NR		2,565,975
4,000	5.25%, 6/15/27, Ser. B	A3/NR		4,157,080
				6,723,055
	Washington—0.4%
5,000	Tacoma Sewer Rev., 5.00%, 12/1/31, Ser. A (FGIC)	Aaa/AAA		5,205,100
	Wisconsin—0.9%
	Badger Tobacco Asset Securitization Corp. Rev.,
1,125	6.00%, 6/1/17	Baa3/BBB		1,167,199
9,050	6.125%, 6/1/27	Baa3/BBB		9,411,457
1,000	State Health & Educational Facs. Auth. Rev.,
	5.375%, 10/1/30	NR/AA-		1,045,150
				11,623,806
	Total Municipal Bonds & Notes (cost-$1,105,446,363)			1,204,718,647
VARIABLE RATE NOTES (c) (d)—10.1%
	Alabama—1.6%
9,000	Birmingham Waterworks & Sewer Board Rev.,
	7.28%, 1/1/33, Ser. 947(MBIA) (b)	Aaa/NR		10,263,420
6,675	Jefferson Cnty. Sewer Rev.,
	9.96%, 2/1/36, Ser. 352 (FGIC) (b)	Aaa/NR		8,558,285
2,100	Montgomery Special Care Fac., Financing Auth. Rev.,
	9.17%, 11/15/29, Ser. 435 (MBIA) (b)	Aaa/NR		2,352,273
				21,173,978
	Colorado—0.2%
2,813	Denver City & Cnty. Airport Rev.,
	10.34%, 11/15/25, Ser. 425 (FSA) (b)	Aaa/NR		3,236,400
	Florida—0.6%
2,228	Orange Cnty. School Board, CP,
	10.31%, 8/1/24, Ser. 328 (MBIA) (b)	Aaa/NR		2,767,713
4,051	State Governmental Utilities Auth. Rev.,
	10.31%, 10/1/29, Ser. 327 (AMBAC) (b)	Aaa/NR		4,779,311
				7,547,024

5.31.05 | PIMCO Municipal Income Funds II Annual Report 11

PIMCO Municipal Income Fund II Schedule of Investments 

May 31, 2005 

Principal Amount (000)		Credit Rating (Moody’s/S&P)*		Value
	Illinois—1.3%
	Chicago, GO,
$    4,450	7.01%, 1/1/28, Ser. 332 (MBIA) (b)	Aaa/NR	$	5,030,280
3,300	10.84%, 1/1/40, Ser. 426 (FGIC) (b)	Aaa/NR		4,294,521
1,932	Cook Cnty., GO, 9.17%, 11/15/28, Ser. 403 (FGIC) (b)	Aaa/NR		2,316,236
5,000	State, GO, 7.28%, 4/1/27, Ser. 783 (FSA) (b)	Aaa/NR		5,758,400
				17,399,437
	Louisiana—0.3%
4,000	Tobacco Settlement Financing Corp. Rev.,
	7.642%, 5/15/39 (b)	NR/NR		4,079,120
	Massachusetts—2.8%
2,100	Boston Water & Sewer Community Rev.,
	9.20%, 11/1/28, Ser. 434 (FGIC) (b)	Aaa/NR		2,457,252
	State Turnpike Auth. Rev.,
14,163	6.79%, 1/1/39, Ser. 335 (AMBAC) (b)	Aaa/NR		15,072,582
11,049	9.20%, 1/1/37, Ser. 334 (MBIA) (b)	Aaa/NR		12,314,000
4,500	9.20%, 1/1/37, Ser. 489 (MBIA) (b)	NR/AAA		5,015,205
2,420	State, GO, 12.52%, 11/1/30, Ser. 785 (FGIC-TCRS) (b)	Aaa/NR		3,627,338
				38,486,377
	Nevada—0.3%
3,300	State, GO, 9.13%, 5/15/28, Ser. 344 (FGIC) (b)	Aaa/NR		3,553,737
	New Mexico—0.2%
2,000	State Finance Auth., Transportation Rev.,
	6.78%, 6/15/12, Ser. 949 (AMBAC) (b)	Aaa/NR		2,407,840
	Ohio—0.2%
1,975	Hamilton Cnty. Sales Tax Rev.,
	10.40%, 12/1/27, Ser. 356 (MBIA) (b)	Aaa/NR		2,354,990
	Pennsylvania—0.7%
3,050	Philadelphia Auth. Industrial Dev. Rev., Doubletree,
	6.50%, 10/1/27	NR/NR		3,168,554
	Philadelphia School Dist., GO,
2,505	8.29%, 4/1/27, Ser. 345 (MBIA) (b)	Aaa/NR		2,662,389
4,016	8.34%, 4/1/27, Ser. 496 (MBIA) (b)	NR/AAA		4,267,794
				10,098,737
	Tennessee—0.5%
6,000	Memphis Electric System Rev.,
	6.78%, 12/1/11, Ser. 880 (MBIA) (b)	Aaa/NR		7,110,480
	Texas—1.1%
3,075	Denton Utility System Rev.,
	10.87%, 12/1/29, Ser. 428 (MBIA) (b)	Aaa/NR		3,644,613
1,650	Houston Airport System Rev.,
	9.06%, 7/1/25, Ser. 404 (FGIC) (b)	Aaa/NR		1,809,225
	Houston Water & Sewer System Rev.,
2,750	10.37%, 12/1/28, Ser. 427 (FSA) (b)	Aaa/NR		3,639,680
3,838	11.37%, 12/1/30, Ser. 495 (FGIC) (b)	NR/AAA		5,435,895
				14,529,413

12 PIMCO Municipal Income Funds II Annual Report | 5.31.05

PIMCO Municipal Income Fund II Schedule of Investments 

May 31, 2005 

Principal Amount (000)		Credit Rating (Moody’s/S&P)*		Value
	Washington—0.3%
$    4,550	Central Puget Sound Regional Transit Auth. Sales
	Tax & Motor Rev., 6.26%, 2/1/28, (FGIC) (b)	Aaa/NR	$	4,757,935
	Total Variable Rate Notes (cost-$116,574,916)			136,735,468
U.S. TREASURY BILLS (e)—1.2%
16,130	2.748%-3.058%, 6/2/05-9/15/05 (cost-$16,062,313)	Aaa/AAA		16,062,447
	Total Investments before options written (cost-$1,238,083,592)—100.2%			1,357,516,562
CALL OPTIONS WRITTEN (f)—(0.2%)
Contracts
	U.S. Treasury Notes 10 yr. Futures, Chicago Board of Trade,
(676)	Strike price $112.00, expires 8/26/05			(1,278,063	)
(1,404)	Strike price $113.00, expires 8/26/05			(1,776,937	)
	Total Call Options Written (premiums received-$2,097,615)			(3,055,000	)
PUT OPTION WRITTEN (f)—(0.0%)
	U.S. Treasury Bond Futures, Chicago Board of Trade,
(285)	Strike price $113.00, expires 8/26/05 (premium
	received-($150,480))			(120,234	)
	Total Options Written (premiums received-$2,248,095)			(3,175,234	)
	Total Investments net of options written
	(cost-$1,235,835,497)—100.0%		$	1,354,341,328

See accompanying Notes to Financial Statements | 5.31.05 | PIMCO Municipal Income Funds II Annual Report 13

PIMCO California Municipal Income Fund II Schedule of Investments 

May 31, 2005 

Principal Amount (000)		Credit Rating (Moody’s/S&P)*		Value
CALIFORNIA MUNICIPAL BONDS & NOTES—86.0%
	Association of Bay Area Governments Finance Auth. Rev.,
	Odd Fellows Home,
$    5,300	5.20%, 11/15/22	NR/A	$	5,553,022
26,000	5.35%, 11/15/32	NR/A		27,655,680
2,000	ABC Unified School Dist., GO,
	zero coupon, 8/1/23, Ser. B (FGIC)	Aaa/AAA		852,640
1,000	Alpine Union School Dist., GO,
	zero coupon, 8/1/24, Ser. B (FSA)	Aaa/AAA		412,130
8,115	Anaheim City School Dist., GO, 5.00%, 8/1/26 (FGIC)	Aaa/AAA		8,610,340
23,000	Bakersfield, CP, zero coupon, 4/15/21	NR/AAA		11,247,000
1,945	Bay Area Govt. Assoc. Improvement Board
	Act 1915, Special Assessment,
	6.30%, 9/2/25, Ser. 1999-1	NR/NR		2,053,453
2,000	Bay Area Govt. Assoc. Lease Rev., 5.00%, 7/1/32,
	Ser. 2002-1 (AMBAC)	Aaa/AAA		2,104,400
1,085	Capistrano Unified School Dist., Community Fac.
	Dist. Special Tax,
	5.70%, 9/1/20 (Pre-refunded @ $102, 9/1/09) (a)	NR/NR		1,219,540
2,300	Ceres Unified School Dist., GO,
	zero coupon, 8/1/27 (FGIC)	Aaa/AAA		678,408
	Chula Vista Special Tax,
1,160	6.05%, 9/1/25	NR/NR		1,194,788
2,500	6.10%, 9/1/32	NR/NR		2,585,375
1,825	6.15%, 9/1/26	NR/NR		1,931,087
4,380	6.20%, 9/1/33	NR/NR		4,637,106
	Clovis Unified School Dist., GO,
2,000	zero coupon, 8/1/23, Ser. B (FGIC)	Aaa/AAA		852,640
3,535	zero coupon, 8/1/25, Ser. B (FGIC)	Aaa/AAA		1,350,547
2,500	zero coupon, 8/1/27, Ser. B (FGIC)	Aaa/AAA		855,125
1,410	Community College Financing Auth. Lease Rev.,
	5.00%, 8/1/27, Ser. A (AMBAC)	Aaa/AAA		1,493,176
	Corona-Norco Unified School Dist., Public
	Financing Auth. Special Tax,
210	5.55%, 9/1/15, Ser. A	NR/NR		214,752
305	5.65%, 9/1/16, Ser. A	NR/NR		312,061
160	5.75%, 9/1/17, Ser. A	NR/NR		164,270
530	6.00%, 9/1/20, Ser. A	NR/NR		546,244
1,000	6.00%, 9/1/25, Ser. A	NR/NR		1,028,840
4,150	6.10%, 9/1/32, Ser. A	NR/NR		4,284,211
1,110	Corona-Norco Unified School Dist., Special Tax,
	5.10%, 9/1/25 (AMBAC)	Aaa/AAA		1,171,061
2,800	Cotati Redev. Agcy. Tax Allocation,
	5.00%, 9/1/31, Ser. A (MBIA)	Aaa/AAA		2,906,148
3,000	Dinuba Financing Authority Lease Rev.,
	5.10%, 8/1/32 (MBIA)	Aaa/AAA		3,170,670
3,475	Educational Facs. Auth. Rev., Loyola Marymount Univ.,
	zero coupon, 10/1/34, (MBIA)	Aaa/NR		814,123

14 PIMCO Municipal Income Funds II Annual Report | 5.31.05

PIMCO California Municipal Income Fund II Schedule of Investments 

May 31, 2005 

Principal
Amount
(000) Credit Rating
(Moody’s/S&P)* Value

	Empire Union School Dist. Special Tax,
$    1,560	zero coupon, 10/1/30 (AMBAC)	Aaa/AAA	$	442,198
1,265	zero coupon, 10/1/32 (AMBAC)	Aaa/AAA		323,726
1,000	Escondido Union School Dist., GO,
	zero coupon, 8/1/27 (FSA)	Aaa/AAA		342,050
2,440	Eureka Union School Dist., GO,
	zero coupon, 8/1/27 (FSA)	Aaa/AAA		834,602
	Foothill Eastern Corridor Agcy. Toll Road Rev.,
1,500	zero coupon, 1/15/27 (MBIA-IBC)	Aaa/AAA		1,344,375
7,100	zero coupon, 1/1/25, Ser. A	Aaa/AAA		2,953,884
3,270	zero coupon, 1/1/26, Ser. A	Aaa/AAA		1,293,023
3,780	zero coupon, 1/1/28, Ser. A	Aaa/AAA		1,341,900
17,860	zero coupon, 1/1/30, Ser. A	Aaa/AAA		5,633,758
400	Franklin-Mckinley School Dist., GO,
	5.00%, 8/1/27, Ser. B (FSA)	Aaa/AAA		425,020
	Golden State Tobacco Securitization Corp.,
	Tobacco Settlement Rev.,
11,700	6.25%, 6/1/33, Ser. 2003-A-1	Baa3/BBB		12,377,664
36,200	6.75%, 6/1/39, Ser. 2003-A-1	Baa3/BBB		39,461,620
	Health Facs. Finance Auth. Rev.,
5,500	5.125%, 1/1/22 (CA Mtg. Ins.)	NR/A		5,849,085
3,875	5.25%, 1/1/26 (CA Mtg. Ins.)	NR/A		4,105,640
2,115	5.375%, 11/1/20 (CA Mtg. Ins.)	NR/A		2,274,111
565	Health Facs. Finance Auth. Rev., Catholic Healthcare Facs.,
	5.00%, 7/1/28, Ser. A	Baa1/A-		571,537
1,750	Huntington Beach Community Facs. Dist. Special Tax,
	6.30%, 9/1/32	NR/NR		1,804,407
2,080	Industry Urban Dev. Agcy. Tax Allocation,
	4.75%, 5/1/21 (MBIA)	Aaa/AAA		2,136,659
7,000	Irvine Improvement Board Act 1915, Special Assessment,
	5.70%, 9/2/26	NR/NR		7,216,230
1,900	Jurupa Unified School Dist., GO,
	zero coupon, 5/1/27 (FGIC)	Aaa/AAA		649,895
2,450	Kings Canyon JT Unified School Dist., GO,
	zero coupon, 8/1/27 (FGIC)	Aaa/AAA		838,022
5,300	Livermore-Amador Valley Water Management Agcy. Rev.,
	5.00%, 8/1/31, Ser. A (AMBAC)	Aaa/AAA		5,527,794
5,935	Long Beach Unified School Dist., GO,
	5.00%, 8/1/27, Ser. C (MBIA)	Aaa/NR		6,211,808
	Los Angeles, CP,
9,895	5.00%, 2/1/27 (MBIA)	Aaa/AAA		10,385,396
2,685	5.00%, 10/1/27, Ser. AU (MBIA)	Aaa/AAA		2,829,507
7,200	Los Angeles, Wastewater System Rev.,
	5.00%, 6/1/30, Ser. A (FGIC)	Aaa/AAA		7,550,424
1,000	Manhattan Beach Unified School Dist., GO,
	zero coupon, 9/1/25 (FGIC)	Aaa/AAA		380,530
7,295	Manteca Redev. Agcy. Tax Allocation,
	5.00%, 10/1/32 (FSA)	Aaa/AAA		7,706,511

5.31.05 | PIMCO Municipal Income Funds II Annual Report 15

PIMCO California Municipal Income Fund II Schedule of Investments 

May 31, 2005 

Principal Amount (000)		Credit Rating (Moody’s/S&P)*		Value
	Manteca Unified School Dist. Special Tax,
$    2,365	zero coupon, 9/1/25 (MBIA)	Aaa/AAA	$	891,108
5,330	5.00%, 9/1/29, Ser. C (MBIA)	Aaa/AAA		5,586,853
4,000	Merced Cnty., CP, 5.00%, 6/1/32 (AMBAC)	Aaa/NR		4,177,400
	Modesto Elementary School Dist. Stanislaus Cnty., GO,
2,615	zero coupon, 8/1/23, Ser. A (FGIC)	Aaa/AAA		1,104,968
2,705	zero coupon, 8/1/24, Ser. A (FGIC)	Aaa/AAA		1,083,948
2,000	zero coupon, 5/1/27, Ser. A (FGIC)	Aaa/AAA		685,060
2,150	Modesto High School Dist. Stanislaus Cnty., GO,
	zero coupon, 8/1/26, Ser. A (FGIC)	Aaa/AAA		778,278
1,000	Modesto Public Financing Auth. Lease Rev.,
	5.00%, 9/1/29 (AMBAC)	Aaa/AAA		1,057,040
2,385	Monrovia Financing Auth. Lease Rev.,
	5.125%, 12/1/31 (AMBAC)	Aaa/AAA		2,550,495
	Montebello Unified School Dist., GO,
1,500	zero coupon, 8/1/24 (FGIC)	Aaa/AAA		606,735
2,830	zero coupon, 8/1/25 (FGIC)	Aaa/AAA		1,081,201
2,775	zero coupon, 8/1/27 (FGIC)	Aaa/AAA		949,189
1,485	zero coupon, 8/1/24 (FSA)	Aaa/AAA		600,668
2,400	Morgan Hill Unified School Dist., GO,
	zero coupon, 8/1/23 (FGIC)	Aaa/AAA		1,023,168
1,500	Mountain View-Whisman School Dist., GO,
	5.00%, 6/1/27, Ser. D (MBIA)	Aaa/AAA		1,592,280
1,800	Murrieta Redev. Agcy. Tax Allocation,
	5.00%, 8/1/32 (MBIA)	Aaa/AAA		1,900,062
3,245	Newark Unified School Dist., GO,
	zero coupon, 8/1/26, Ser. D (FSA)	Aaa/AAA		1,174,658
	Oakland Redev. Agcy. Tax Allocation,
1,395	5.25%, 9/1/27	NR/A-		1,452,488
2,185	5.25%, 9/1/33	NR/A-		2,270,718
1,000	Orange Cnty. Community Facs. Dist. Special Tax,
	6.00%, 8/15/25, Ser. A	NR/NR		1,068,560
12,000	Orange Cnty. Sanitation Dist., CP, 5.25%, 2/1/30 (FGIC)	Aaa/AAA		12,939,720
	Palmdale Community Redev. Agcy. Tax Allocation,
1,230	zero coupon, 12/1/30 (AMBAC)	Aaa/AAA		350,095
1,230	zero coupon, 12/1/31 (AMBAC)	Aaa/AAA		332,395
1,225	zero coupon, 12/1/32 (AMBAC)	Aaa/AAA		315,095
1,750	Paramount Unified School Dist., GO,
	zero coupon, 9/1/23, Ser. B (FSA)	Aaa/AAA		743,138
	Perris Public Financing Auth. Rev. Tax Allocation,
1,190	4.75%, 10/1/23, Ser. B (MBIA)	Aaa/AAA		1,238,147
780	5.375%, 10/1/20, Ser. C	NR/BBB		824,164
1,800	5.625%, 10/1/31, Ser. C	NR/BBB		1,920,240
10,150	Placer Union High School Dist., GO,
	zero coupon, 8/1/33 (FSA)	Aaa/AAA		2,519,332

16 PIMCO Municipal Income Funds II Annual Report | 5.31.05

PIMCO California Municipal Income Fund II Schedule of Investments 

May 31, 2005 

Principal Amount (000)		Credit Rating (Moody’s/S&P)*		Value
	Poway Unified School Dist. Special Tax,
$    1,500	5.50%, 9/1/25	NR/NR	$	1,518,015
3,000	5.60%, 9/1/33	NR/NR		3,042,270
1,000	5.65%, 9/1/25	NR/NR		1,012,680
2,200	5.70%, 9/1/32	NR/NR		2,227,852
1,000	6.05%, 9/1/25	NR/NR		1,047,990
5,500	6.125%, 9/1/33	NR/NR		5,705,480
2,000	Rancho Cucamonga Community Facs. Dist. Special Tax,
	6.375%, 9/1/31, Ser. A	NR/NR		2,078,500
1,500	Richmond Wastewater Rev., zero coupon, 8/1/30 (FGIC)	Aaa/AAA		434,025
3,510	Riverside, CP, 5.00%, 9/1/33 (AMBAC)	NR/AAA		3,686,272
	Rocklin Unified School Dist., GO,
5,000	zero coupon, 8/1/24 (FGIC)	Aaa/AAA		2,022,450
4,000	zero coupon, 8/1/25 (FGIC)	Aaa/AAA		1,528,200
4,000	zero coupon, 8/1/26 (FGIC)	Aaa/AAA		1,447,960
4,500	zero coupon, 8/1/27 (FGIC)	Aaa/AAA		1,539,225
	Roseville Redev. Agcy. Tax Allocation,
3,730	5.00%, 9/1/27 (MBIA)	Aaa/AAA		3,944,475
3,365	5.00%, 9/1/32 (MBIA)	Aaa/AAA		3,543,379
2,155	5.00%, 9/1/33 (MBIA)	Aaa/AAA		2,267,857
	Sacramento City Financing Auth. Rev.,
4,835	6.25%, 9/1/23, Ser. A	NR/NR		5,047,305
4,500	5.00%, 12/1/32, Ser. A (FSA)	Aaa/AAA		4,711,725
12,490	Sacramento Cnty. Airport Syst. Rev.,
	5.00%, 7/1/32, Ser. A (FSA)	Aaa/AAA		13,049,177
	San Diego Cnty. Water Auth. Water Rev., CP,
8,285	5.00%, 5/1/28, Ser. A (MBIA)	Aaa/AAA		8,726,922
8,000	5.00%, 5/1/29, Ser. A (MBIA)	Aaa/AAA		8,411,280
	San Diego Public Facs. Financing Auth. Lease Rev.,
1,000	5.00%, 5/15/29, Ser. A (FGIC)	Aaa/AAA		1,043,990
1,500	5.00%, 4/1/32 (MBIA)	Aaa/AAA		1,565,070
14,000	San Diego Public Facs. Financing Auth. Water Rev.,
	5.00%, 8/1/32, (MBIA)	Aaa/AAA		14,632,800
	San Francisco City & Cnty. Airport Community,
	Int'l Airport Rev.,
5,585	4.50%, 5/1/28, Ser. 15B (MBIA)	Aaa/AAA		5,607,731
20,300	5.00%, 5/1/32, Ser. 28B (MBIA)	Aaa/AAA		21,190,358
10,405	San Joaquin Hills Transportation Corridor Agcy.
	Toll Road Rev.,
	zero coupon, 1/1/25	Aaa/AAA		4,328,896
10,190	San Jose, GO, 5.125%, 9/1/31	Aa1/AA+		10,742,400
	San Juan Unified School Dist., GO,
1,770	zero coupon, 8/1/23 (FSA)	Aaa/AAA		754,586
6,105	zero coupon, 8/1/26 (FSA)	Aaa/AAA		2,209,949
4,835	San Mateo Foster City School Dist., GO,
	5.10%, 8/1/31 (FGIC)	Aaa/AAA		5,122,924
2,300	San Mateo Union High School Dist., GO,
	zero coupon, 9/1/20 (FGIC)	Aaa/AAA		1,149,816

5.31.05 | PIMCO Municipal Income Funds II Annual Report 17

PIMCO California Municipal Income Fund II Schedule of Investments 

May 31, 2005 

Principal Amount (000)		Credit Rating (Moody’s/S&P)*		Value
$    1,730	San Rafael City High School Dist., GO,
	5.00%, 8/1/27, Ser. B (FSA)	Aaa/AAA	$	1,826,776
3,280	San Rafael Elementary School Dist., GO,
	5.00%, 8/1/27, Ser. B (FSA)	Aaa/AAA		3,463,483
	Santa Clara Unified School Dist., GO,
2,755	5.00%, 7/1/25 (MBIA)	Aaa/AAA		2,926,774
2,895	5.00%, 7/1/26 (MBIA)	Aaa/AAA		3,070,003
3,040	5.00%, 7/1/27 (MBIA)	Aaa/AAA		3,208,416
1,260	Santa Cruz Cnty., CP, 5.25%, 8/1/32	A3/NR		1,337,036
	Santa Margarita Water Dist. Special Tax,
2,000	6.00%, 9/1/30	NR/NR		2,149,120
3,000	6.25%, 9/1/29	NR/NR		3,216,450
	Saugus Hart School Facs. Financing Auth. Special Tax,
1,140	6.10%, 9/1/32	NR/NR		1,179,877
2,290	6.125%, 9/1/33	NR/NR		2,370,036
1,000	Shasta Union High School Dist., GO,
	zero coupon, 8/1/24 (FGIC)	Aaa/AAA		404,490
2,745	South Tahoe JT Powers Parking Financing Auth. Rev.,
	7.00%, 12/1/27, Ser. A	NR/NR		2,748,761
1,800	Southern Mono Health Care Dist., GO,
	zero coupon, 8/1/26 (MBIA)	Aaa/AAA		638,262
	State Department of Water Resources Rev.,
4,500	5.00%, 12/1/15, Ser. AC (MBIA)	Aaa/AAA		5,014,350
900	5.00%, 12/1/25, Ser. AC (MBIA)	Aaa/AAA		968,310
35,000	State Economic Recovery, GO, 5.00%, 7/1/11,
	Ser. A (MBIA)	Aaa/AAA		38,535,000
200	State Infrastructure & Economic Dev. Bk. Rev., Bay Area Toll,
	5.00%, 7/1/36, (AMBAC)	Aaa/AAA		211,278
9,605	State Public Works Board Lease Rev.,
	5.00%, 10/1/22, Ser. A (FSA)	Aaa/AAA		10,134,428
1,710	State Univ. Rev., 5.00%, 11/1/33, Ser. A (AMBAC)	Aaa/AAA		1,794,064
1,000	State Univ. Rev. & Colleges, 5.00%, 11/1/13, Ser. A (FSA)	Aaa/AAA		1,118,490
	Statewide Community Dev. Auth. Rev.,
2,770	5.50%, 11/1/32, Ser. A	A3/A+		2,941,020
9,700	5.50%, 11/15/33, (CA ST Mtg.)	NR/A		10,517,225
3,000	6.75%, 10/1/30	NR/NR		3,186,240
3,555	6.75%, 7/1/32 (g)	NR/NR		3,868,764
1,170	Statewide Community Dev. Auth., CP, 6.10%, 11/1/15 (g)	NR/NR		1,175,499
1,795	Statewide Financing Auth. Tobacco Settlement Rev.,
	5.625%, 5/1/29	Baa3/NR		1,807,655
7,750	Tamalpais Union High School Dist., GO,
	5.00%, 8/1/27, (FSA)	Aaa/AAA		8,208,258
	Tobacco Securization Agcy. Rev.,
4,335	5.625%, 6/1/23	Baa3/BBB		4,342,153
1,800	5.875%, 6/1/43, Ser. A	Baa3/NR		1,817,946
10,000	6.00%, 6/1/35	Baa3/BBB		10,199,900
4,500	6.00%, 6/1/42	Baa3/NR		4,576,950
995	Tracy Community Facs. Dist. Special Tax, 6.00%, 9/1/27	NR/NR		1,022,492
6,250	University Rev., 5.00%, 5/15/11, Ser. A (AMBAC)	Aaa/AAA		6,887,063

18 PIMCO Municipal Income Funds II Annual Report | 5.31.05

PIMCO California Municipal Income Fund II Schedule of Investments 

May 31, 2005 

Principal Amount (000)		Credit Rating (Moody’s/S&P)*		Value
$  10,000	Ventura Cnty. Community College Dist., GO, 5.00%, 8/1/27,
	Ser. A (MBIA)	Aaa/AAA	$	10,625,500
1,555	Ventura Unified School Dist., GO, 5.00%, 8/1/32,
	Ser. F (FSA)	Aaa/AAA		1,640,012
2,000	Vernon Electric System Rev., 5.50%, 4/1/33,
	(Pre-refunded @ $100, 4/1/08) (a)	Aaa/NR		2,145,740
	Victor Elementary School Dist., GO,
1,125	zero coupon, 8/1/24, Ser. A (FGIC)	Aaa/AAA		455,051
2,410	zero coupon, 8/1/26, Ser. A (FGIC)	Aaa/AAA		872,396
1,000	Vista Unified School Dist., GO,
	zero coupon, 8/1/26, Ser. A (FSA)	Aaa/AAA		361,990
	West Contra Costa University School Dist., GO,
2,740	5.00%, 8/1/26, Ser. A (MBIA)	Aaa/AAA		2,871,465
2,690	5.00%, 8/1/28, Ser. A (MBIA)	Aaa/AAA		2,814,170
1,890	5.00%, 8/1/31, Ser. A (MBIA)	Aaa/AAA		1,968,303
3,375	Westlands Water Dist. Rev., CP, 5.00%, 9/1/34 (MBIA)	Aaa/AAA		3,544,493
2,000	William S. Hart JT School Financing Auth. Rev.,
	5.625%, 9/1/34	NR/BBB+		2,138,900
2,110	Yuba City Unified School Dist., GO,
	zero coupon, 9/1/25 (FGIC)	Aaa/AAA		802,918
	Total California Municipal Bonds & Notes
	(cost-$559,699,779)			597,976,482
OTHER MUNICIPAL BONDS & NOTES—4.4%
	New York—0.6%
3,250	State Dormitory Auth. Rev., 6.25%, 8/15/15 (FHA)	Aa2/AAA		3,823,333
	Puerto Rico—0.7%
2,000	Electric Power Auth. Power Rev., 5.125%, 7/1/29, Ser. NN	A3/A-		2,125,560
2,505	Public Building Auth. Rev., 5.00%, 7/1/36, Ser. I (GTD)	Baa2/BBB		2,627,870
				4,753,430
	Tennessee—1.3%
8,535	Memphis Electric System Rev., 5.00%, 12/1/16, Ser. A (MBIA)	Aaa/AAA		9,285,568
	Texas—1.8%
11,170	State Univ. Rev., 5.25%, 8/15/12, Ser. A	Aaa/AAA		12,486,943
	Total Other Municipal Bonds & Notes (cost-$29,654,967)			30,349,274
CALIFORNIA VARIABLE RATE NOTES (b) (c) (d)—5.2%
4,238	Los Angeles Dept. of Water & Power, Waterworks Rev.,
	10.90%, 7/1/41, Ser. 754 (FGIC-TCRS)	Aaa/NR		4,996,351
1,875	Modesto Public Financing Auth. Lease Rev.,
	10.43%, 9/1/29, Ser. 354 (AMBAC)	Aaa/NR		2,302,800
4,952	Oakland, GO, 10.43%, 1/15/32, Ser. 756 (FGIC)	Aaa/NR		5,677,241
1,944	San Diego Unified School Dist., GO,
	10.43%, 7/1/27, Ser. 758 (FGIC)	Aaa/NR		2,710,325
2,287	San Jose Unified School Dist. Santa Clara Cnty., GO,
	10.43%, 8/1/27, Ser. 761 (FSA)	Aaa/NR		2,828,540

5.31.05 | PIMCO Municipal Income Funds II Annual Report 19

PIMCO California Municipal Income Fund II Schedule of Investments 

May 31, 2005 

Principal Amount (000)			Credit Rating (Moody’s/S&P)*		Value
$     3,742		San Jose, GO, 10.43%, 9/1/32, Ser. 760 (MBIA)	Aaa/NR	$	4,568,994
10,000		Statewide Financing Auth. Rev., 7.904%, 5/1/37	NR/NR		10,394,800
2,500		University Rev., 10.43%, 9/1/28, Ser. 762 (FGIC)	Aaa/NR		3,014,925
		Total California Variable Rate Notes (cost-$31,726,324)			36,493,976
OTHER VARIABLE RATE NOTES (d)—2.6%
		Puerto Rico—2.6%
11,000		Public Building Auth. Rev., 5.00%, 7/1/36,
		Ser. J (AMBAC-GTD)	Aaa/AAA		12,120,460
5,300		Public Finance Corp. Rev., 5.75%, 8/1/27, Ser. A	Baa3/BBB		5,935,947
		Total Other Variable Rate Notes (cost-$17,553,124)			18,056,407
CORPORATE NOTE (h) —0.5%
		Financial Services—0.5%
3,700		General Motors Acceptance Corp., 4.10%, 7/16/07
		(cost-$3,511,851)	Baa2/BB		3,479,114
CALIFORNIA VARIABLE RATE DEMAND NOTE (d) (i)—0.2%
1,500		Metropolitan Water Dist. of Southern California,
		Water Works Rev.,
		2.89%, 6/1/05, Ser. B-3 (cost-$1,500,000)	Aa2/A-1+		1,500,000
U.S. TREASURY BILLS (e) —1.4%
9,645		2.748%-3.058%, 6/2/05-9/15/05 (cost-$9,589,870)	Aaa/AAA		9,591,119
		Total Investments before options written (cost-$653,235,915)—100.3%			697,446,372
CALL OPTIONS WRITTEN (f)—(0.3%)
Contracts		U.S. Treasury Notes 10 yr. Futures, Chicago Board of Trade,
(174	)	Strike price $112, expires 8/26/05			(328,969	)
(1,442	)	Strike price $113, expires 8/26/05			(1,825,031	)
		Total Call Options Written (premiums received-$1,465,061)			(2,154,000	)
PUT OPTIONS WRITTEN (f)—(0.0%)
		U.S. Treasury Bond Futures, Chicago Board of Trade,
(775	)	Strike price $113, expires 8/26/05 (premium
		received-$448,512)			(326,953	)
		Total Options Written (premiums received-$1,913,573)			(2,480,953	)
		Total Investments net of options written (cost-$651,322,342)—100.0%			694,965,419

20 PIMCO Municipal Income Funds II Annual Report | 5.31.05 | See accompanying Notes to Financial Statements

PIMCO New York Municipal Income Fund II Schedule of Investments 

May 31, 2005 

Principal Amount (000)		Credit Rating (Moody’s/S&P)*		Value
NEW YORK MUNICIPAL BONDS & NOTES—77.2%
	Buffalo Municipal Water Finance Auth., Water System Rev.,
$       250	5.00%, 7/1/27, Ser. B (FSA)	Aaa/AAA	$	264,165
1,000	5.125%, 7/1/32, Ser. B (FSA)	Aaa/AAA		1,059,240
5,000	City of New York, GO, 5.00%, 6/1/33, Ser. O	A1/A+		5,261,150
5,000	Dormitory Auth. Rev., Rochester General Hospital,
	5.00%, 12/1/35 (Radian) (j)	Aa3/AA		5,215,800
10,000	Erie Cnty. Tobacco Asset Securitization Corp. Rev.,
	6.50%, 7/15/32, Class A	Ba1/BBB		10,561,500
	Metropolitan Transportation Auth. Rev.,
1,850	5.00%, 11/15/30, Ser. A (FSA)	Aaa/AAA		1,946,219
10,000	5.25%, 11/15/31, Ser. E	A2/A		10,672,100
7,000	Metropolitan Transportation Auth. Service Contract Rev.,
	5.35%, 7/1/31, Ser. B	A2/AAA		7,492,660
4,000	New York City, GO, 5.00%, 3/1/33, Ser. I	A1/A+		4,169,120
	New York City Health & Hospital Corp. Rev.,
1,100	5.375%, 2/15/26, Ser. A	A2/BBB+		1,153,119
2,000	5.45%, 2/15/26, Ser. A	A2/BBB+		2,115,820
	New York City Industrial Dev. Agcy., Civic Fac. Rev.,
1,500	5.00%, 7/1/27	Aa2/NR		1,599,075
1,240	6.45%, 7/1/32	Ba3/NR		1,257,757
1,000	New York City Industrial Dev. Agcy. Rev.,
	4.95%, 11/20/32 (GNMA)	NR/AA+		1,046,430
3,055	New York City Municipal Water Finance Auth.,
	Water & Sewer System Rev.,
	4.75%, 6/15/25, Ser. D (MBIA-IBC)	Aaa/AAA		3,120,102
10,000	New York City Transitional Finance Auth. Rev.,
	5.00%, 11/1/27, Ser. B	Aa1/AAA		10,524,100
3,600	Port Auth. New York & New Jersey Rev.,
	5.00%, 4/15/32, Ser. 125 (FSA)	Aaa/AAA		3,808,188
	Sachem Central School Dist. of Holbrook, GO,
3,445	5.00%, 6/15/28 (MBIA)	Aaa/AAA		3,657,763
2,895	5.00%, 6/15/29 (MBIA)	Aaa/AAA		3,069,713
7,500	State Dormitory Auth. Lease Rev., State Univ. Dormitory Facs.,
	5.00%, 7/1/32, (Pre-refunded @ $100, 7/1/12) (a)	A1/AA-		8,323,725
2,600	State Dormitory Auth. Rev., Catholic Health of Long Island,
	5.10%, 7/1/34	Baa1/BBB		2,685,748
2,000	State Dormitory Auth. Rev., Kaleida Health Hospital,
	5.05%, 2/15/25 (FHA)	NR/AAA		2,134,720
5,300	State Dormitory Auth. Rev., Lenox Hill Hospital,
	5.50%, 7/1/30	Baa2/NR		5,513,749
1,400	State Dormitory Auth. Rev., Long Island Univ.,
	5.25%, 9/1/28 (Radian)	Baa3/AA		1,480,542
1,500	State Dormitory Auth. Rev., Memorial Sloan-Kettering Center,
	5.00%, 7/1/34, Ser. 1	Aa2/AA		1,556,445
8,850	State Dormitory Auth. Rev., North General Hospital,
	5.00%, 2/15/25	NR/AA-		9,228,337
3,225	State Dormitory Auth. Rev., NY & Presbyterian Hospital,
	4.75%, 8/1/27 (AMBAC-FHA)	Aaa/AAA		3,292,370

5.31.05 | PIMCO Municipal Income Funds II Annual Report 21

PIMCO New York Municipal Income Fund II Schedule of Investments 

May 31, 2005 

Principal Amount (000)		Credit Rating (Moody’s/S&P)*		Value
$     5,000	State Dormitory Auth. Rev., Saint Barnabas Hospital,
	5.00%, 2/1/31, Ser. A (FHA-AMBAC)	Aaa/AAA	$	5,216,600
8,600	State Dormitory Auth. Rev., State Personal Income Tax,
	5.00%, 3/15/32 (Pre-refunded @ $100, 3/15/13) (a)	A1/AA		9,546,086
1,250	State Dormitory Auth. Rev., Student Housing Corp.,
	5.125%, 7/1/34 (FGIC)	Aaa/AAA		1,340,387
4,270	State Dormitory Auth. Rev., Teachers College,
	5.00%, 7/1/32 (MBIA)	Aaa/NR		4,477,138
2,000	State Dormitory Auth. Rev., Yeshiva Univ.,
	5.125%, 7/1/34 (AMBAC)	Aaa/NR		2,144,620
2,000	State Environmental Facs. Corp., State Clean Water
	& Drinking Rev.,
	5.125%, 6/15/31	Aaa/AAA		2,125,380
5,000	State Municipal Board Bank Agcy. Special School Purpose Rev.,
	5.00%, 6/1/23, Ser. C	NR/A+		5,255,400
6,100	State Urban Dev. Corp. Personal Income Tax Rev.,
	5.00%, 3/15/33, Ser. C-1 (Pre-refunded @ $100, 3/15/13) (a)	A1/AA		6,771,061
	TOB Settlement Asset Backed, Inc. Rev.,
25,000	5.75%, 7/15/32, Ser. 1	Baa3/BBB		25,539,250
10,000	6.375%, 7/15/39, Ser. 1	Baa3/BBB		10,402,900
4,700	Triborough Bridge & Tunnel Auth. Rev.,
	5.00%, 1/1/32, Ser. A (FGIC-TCRS)	Aaa/AAA		4,913,991
2,000	Warren & Washington Cnty. Industrial Dev. Agcy. Fac. Rev.,
	5.00%, 12/1/35, Ser. A (FSA)	Aaa/AAA		2,097,280
750	Westchester Cnty. Industrial Dev. Agcy. Continuing
	Care Retirement Rev.,
	6.50%, 1/1/34	NR/NR		785,993
	Total New York Municipal Bonds & Notes (cost-$181,700,563)			192,825,743
OTHER MUNICIPAL BONDS & NOTES—4.8%
	California—1.5%
	Alameda Unified School Dist., Alameda Cnty., GO,
3,500	zero coupon, 8/1/24, Ser. A (FSA)	Aaa/AAA		1,415,715
3,000	zero coupon, 8/1/25, Ser. A (FSA)	Aaa/AAA		1,146,150
3,130	Covina Valley Unified School Dist., GO,
	zero coupon, 6/1/25, Ser. B (FGIC)	Aaa/AAA		1,205,363
				3,767,228
	Colorado—0.0%
210	Dawson Ridge Metropolitan Dist. No. 1, GO,
	zero coupon, 10/1/22, Ser. A	Aaa/NR		93,891
	Puerto Rico—3.3%
5,675	Children Trust Fund Tobacco Settlement Rev.,
	5.625%, 5/15/43	Baa3/BBB		5,715,349
1,500	Commonwealth Highway & Transportation Auth. Rev.,
	5.25%, 7/1/38, Ser. D	Baa2/A		1,593,630
750	Electric Power Auth. Power Rev.,
	5.125%, 7/1/29, Ser. NN	A3/A-		797,085
				8,106,064
	Total Other Municipal Bonds & Notes (cost-$11,267,858)			11,967,183

22 PIMCO Municipal Income Funds II Annual Report | 5.31.05

PIMCO New York Municipal Income Fund II Schedule of Investments 

May 31, 2005 

Principal Amount (000)		Credit Rating (Moody’s/S&P)*		Value
NEW YORK VARIABLE RATE NOTES (b) (c) (d)—6.9%
$     6,994	Long Island Power Auth. Electric System Rev.,
	11.43%, 12/1/26, Ser. 339 (MBIA-IBC)	Aaa/NR	$	8,749,774
	New York City Municipal Water Finance Auth.,
	Water & Sewer System Rev.,
1,250	8.976%, 6/15/32 (g)	NR/NR		1,444,950
3,750	9.476%, 6/15/34 (g)	NR/NR		4,568,550
1,950	New York City Trust for Cultural Resources Rev.,
	9.001%, 2/1/34, (FGIC) (g)	NR/NR		2,392,026
	Total New York Variable Rate Notes (cost-$15,404,077)			17,155,300
OTHER VARIABLE RATE NOTES (c) (d)—1.9%
	California—1.0%
1,800	State Economic Recovery, GO, 13.495%, 1/1/10 (b)	Aa3/NR		2,615,670
	Puerto Rico—0.9%
1,900	Public Finance Corp. Rev., 5.75%, 8/1/27, Ser. A	Baa3/BBB		2,127,981
	Total Other Variable Rate Notes (cost-$4,443,245)			4,743,651
NEW YORK VARIABLE RATE DEMAND NOTES (d) (i)—8.5%
7,000	Jay Street Development Corp. Lease Rev.,
	2.94%, 6/1/05, Ser. A-3	VMIG1/A-1+		7,000,000
2,500	Long Island Power Auth. Electric System Rev.,
	2.95%, 6/1/05, Ser. 1B	VMIG1/A-1+		2,500,000
2,805	Nassau Cnty. Industrial Dev. Agcy., Civic Fac. Rev.,
	2.95%, 6/1/05	NR/A-1+		2,805,000
1,000	New York City Municipal Water Finance Auth.,
	Water & Sewer Syst. Rev., 2.87%, 6/1/05, Ser. F-2	VMIG1/A-1+		1,000,000
	New York City Transitional Finance Auth. Rev.,
1,445	2.87%, 6/1/05, Ser. C4	VMIG1/A-1+		1,445,000
1,500	3.05%, 6/1/05, Ser. 3-3B	VMIG1/A-1+		1,500,000
	New York Local Government Assistance Corp. Rev.,
100	2.87%, 6/1/05, Ser. A (FGIC)	Aaa/A-1+		100,000
5,000	2.89%, 6/1/05, Ser. A (FSA)	Aaa/A-1+		5,000,000
	Total New York Variable Rate Demand Notes
	(cost-$21,350,000)			21,350,000
U.S. TREASURY BILLS (e)—1.1%
2,740	2.92%-3.058%, 6/2/05-9/15/05 (cost-$2,726,956)	Aaa/AAA		2,727,235
	Total Investments before options written (cost-$236,892,699)—100.4%			250,769,112

5.31.05 | PIMCO Municipal Income Funds II Annual Report 23

PIMCO New York Municipal Income Fund II Schedule of Investments 

May 31, 2005 

Contracts			Value
CALL OPTIONS WRITTEN (f)—(0.3%)
		U.S. Treasury Notes 10 yr. Futures, Chicago Board of Trade,
(119	)	Strike price $112, expires 8/26/05	$	(224,984	)
(425	)	Strike price $113, expires 8/26/05		(537,891	)
		Total Call Options Written (premiums received-$521,513)		(762,875	)
PUT OPTION WRITTEN (f)—(0.1%)
(269	)	U.S. Treasury Bond Futures, Chicago Board of Trade,
		Strike price $113, expires 8/26/05 (premium
		received-$155,657)		(113,484	)
		Total Options Written (premiums received-$677,170)		(876,359	)
		Total Investments net of options written (cost-$236,215,529)—100.0%	$	249,892,753

Notes to Schedules of Investments:
*	Unaudited
(a)	Pre-refunded bonds are collateralized by U.S. Government or other eligible securities which are held in escrow and used to pay principal and interest and retire the bonds at the earliest refunding date.
(b)	144A Security — Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, typically only to qualified institutional investors.
(c)	Residual Interest/Tax Exempt Municipal Bonds. The interest rate shown bears an inverse relationship to the interest rate on another security or the value of an index.
(d)	Variable Rate Notes — Instruments whose interest rates change on a specified date (such as a coupon date or interest payment date) and/or whose interest rates vary with changes in a designated base rate (such as the prime interest rate).
(e)	All or partial amount segregated as initial margin on futures contracts.
(f)	Non-income producing.
(g)	Illiquid security.
(h)	Floating Rate Security — Interest rate shown is the rate in effect at May 31, 2005.
(i)	Maturity date shown is date of next put.
(j)	When-Issued security. To be delivered/settled after May 31, 2005.

Glossary: 

AMBAC — insured by American Municipal Bond Assurance Corp. 

CA Mtg. Ins. — insured by California Mortgage Insurance 

CA ST Mtg. — insured by California State Mortgage 

CP — Certificates of Participation 

FGIC — insured by Financial Guaranty Insurance Co. 

FHA — Federal Housing Administration 

FSA — insured by Financial Security Assurance, Inc. 

GNMA — Government National Mortgage Association 

GO — General Obligation Bond 

GTD — Guaranteed 

IBC — Insurance Bond Certificate 

MBIA — insured by Municipal Bond Investors Assurance 

NR — Not Rated 

PSF — Public School Fund 

Radian — insured by Radian Guaranty Inc. 

TCRS — insured by Temporary Custodian Receipts 

XLCA — insured by XL Capital Assurance 

24 PIMCO Municipal Income Funds II Annual Report | 5.31.05 | See accompanying Notes to Financial Statements

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PIMCO Municipal Income Funds II Statements of Assets and Liabilities

May 31, 2005 

				California			New York
		Municipal II		Municipal II			Municipal II
Assets:
Investments, at value (cost–$1,238,083,592, $653,235,915
and $236,892,699, respectively)	$	1,357,516,562		$	697,446,372		$	250,769,112
Cash		4,490,046			616,062			977,482
Interest receivable		19,362,260			10,113,703			3,788,303
Prepaid expenses		39,985			24,362			17,379
Receivable for investments sold		—			370,000			—
Total Assets		1,381,408,853			708,570,499			255,552,276
Liabilities:
Dividends payable to common and preferred shareholders		5,046,243			2,516,383			867,680
Payable for variation margin on futures contracts		3,973,406			1,581,938			379,500
Options written, at value (premiums received–
$2,248,095, $1,913,573, and $677,170)		3,175,234			2,480,953			876,359
Payable for investments purchased		1,196,091			—			10,461,776
Investment management fees payable		580,131			297,370			103,035
Accrued expenses		147,763			98,077			51,792
Total Liabilities		14,118,868			6,974,721			12,740,142
Preferred Shares ($0.00001 par value and $25,000 net
asset and liquidation value per share applicable to
an aggregate of 20,200, 10,400 and 3,600 shares
issued and outstanding, respectively)		505,000,000			260,000,000			90,000,000
Net Assets Applicable to Common Shareholders	$	862,289,985		$	441,595,778		$	152,812,134
Composition of Net Assets Applicable to
Common Shareholders:
Common Stock:
Par value ($0.00001 per share)	$	582		$	302		$	105
Paid-in-capital in excess of par		827,872,738			429,363,250			148,350,233
Undistributed (dividends in excess of) net investment income		5,483,978			1,703,352			(41,926	)
Accumulated net realized loss		(72,234,644	)		(26,429,015	)		(7,479,315	)
Net unrealized appreciation of investments, futures
contracts and options written		101,167,331			36,957,889			11,983,037
Net Assets Applicable to Common Shareholders	$	862,289,985		$	441,595,778		$	152,812,134
Common Shares Outstanding		58,240,144			30,224,783			10,451,534
Net Asset Value Per Common Share		$ 14.81			$ 14.61			$ 14.62

26 PIMCO Municipal Income Funds II Annual Report | 5.31.05 | See accompanying Notes to Financial Statements

PIMCO Municipal Income Funds II Statements of Operations

For the year ended May 31, 2005 

						California				New York
		Municipal II				Municipal II				Municipal II
Investment Income:
Interest	$	73,342,143		$	35,989,563			$	12,773,139
Expenses:
Investment management fees		8,746,721			4,470,734				1,543,797
Auction agent fees and commissions		1,289,609			676,409				235,858
Custodian and accounting agent fees		140,280			138,502				89,974
Shareholder reports and notices		119,105			55,295				24,542
Audit and tax services		77,240			55,580				40,320
Trustees' fees and expenses		70,145			37,435				17,111
New York Stock Exchange listing fees		57,852			30,163				26,629
Transfer agent fees		35,285			34,405				33,035
Legal fees		31,955			17,000				6,287
Insurance expense		25,380			14,588				6,897
Miscellaneous		20,596			12,598				10,122
Investor relations		14,605			6,720				2,038
Total expenses		10,628,773			5,549,429				2,036,610
Less: investment management fees waived		(2,018,474	)		(1,031,708		)		(356,261		)
custody credits earned on cash balances		(75,795	)		(39,732		)		(21,552		)
Net expenses		8,534,504			4,477,989				1,658,797
Net Investment Income		64,807,639			31,511,574				11,114,342
Realized and Unrealized Gain (Loss):
Net realized gain (loss) on:
Investments		(452,182	)		951,759				1,745,558
Futures contracts		(61,149,720	)		(19,610,257		)		(6,612,410		)
Options written		5,109,275			2,804,068				928,827
Net change in unrealized appreciation/depreciation of:
Investments		128,511,382			60,555,886				18,034,865
Futures contracts		(22,411,773	)		(9,725,532		)		(2,169,562		)
Options written		(1,318,139	)		(764,580		)		(267,189		)
Net realized and unrealized gain on investments,
futures contracts and options written		48,288,843			34,211,344				11,660,089
Net Increase in Net Assets Resulting from
Investment Operations		113,096,482			65,722,918				22,774,431
Dividends on Preferred Shares from
Net Investment Income		(8,269,559	)		(3,645,115		)		(1,342,842		)
Net Increase in Net Assets Applicable to Common
Shareholders Resulting from Investment Operations	$	104,826,923		$	62,077,803			$	21,431,589

See accompanying Notes to Financial Statements | 5.31.05 | PIMCO Municipal Income Funds II Annual Report 27

PIMCO Municipal Income Funds II Statements of Changes in Net Assets 

Applicable to Common Shareholders 

		Municipal II
		Year ended
		May 31, 2005			May 31, 2004
Investment Operations:
Net investment income	$	64,807,639		$	67,925,448
Net realized gain (loss) on investments, futures contracts and options written		(56,492,627	)		24,210,728
Net change in unrealized appreciation/depreciation of investments, futures
contracts and options written		104,781,470			(68,517,484	)
Net increase (decrease) in net assets resulting from investment operations		113,096,482			23,618,692
Dividends on Preferred Shares from Net Investment Income		(8,269,559	)		(4,680,202	)
Net increase (decrease) in net assets applicable to common shareholders
resulting from investment operations		104,826,923			18,938,490
Dividends to Common Shareholders from Net Investment Income		(58,819,603	)		(56,205,302	)
Capital Share Transactions:
Reinvestment of dividends and distributions		3,612,366			3,051,924
Total increase (decrease) in net assets applicable to common shareholders		49,619,686			(34,214,888	)
Net Assets Applicable to Common Shareholders:
Beginning of year		812,670,299			846,885,187
End of year (including undistributed (dividends in excess of) net investment
income of $5,483,978 and $7,765,501; $1,703,352 and $3,271,140;
$(41,926) and $356,073; respectively)	$	862,289,985		$	812,670,299
Common Shares Issued in Reinvestment of Dividends:		247,531			211,747

28 PIMCO Municipal Income Funds II Annual Report | 5.31.05 | See accompanying Notes to Financial Statements

	California Municipal II						New York Municipal II
	Year ended						Year ended
	May 31, 2005			May 31, 2004			May 31, 2005			May 31, 2004
$	31,511,574		$	33,940,350		$	11,114,342		$	11,106,041
	(15,854,430	)		5,655,818			(3,938,025	)		1,168,992
	50,065,774			(43,456,385	)		15,598,114			(11,274,316	)
	65,722,918			(3,860,217	)		22,774,431			1,000,717
	(3,645,115	)		(2,082,467	)		(1,342,842	)		(718,744	)
	62,077,803			(5,942,684	)		21,431,589			281,973
	(29,434,247	)		(28,120,948	)		(10,169,499	)		(9,708,825	)
	1,293,066			1,752,390			592,411			778,884
	33,936,622			(32,311,242	)		11,854,501			(8,647,968	)
	407,659,156			439,970,398			140,957,633			149,605,601
$	441,595,778		$	407,659,156		$	152,812,134		$	140,957,633
	91,921			125,989			41,816			55,136

5.31.05 | PIMCO Municipal Income Funds II Annual Report 29

PIMCO Municipal Income Funds II Notes to Financial Statements

May 31, 2005 

1. Organization and Significant Accounting Policies

PIMCO Municipal Income Fund II (“Municipal II”), PIMCO California Municipal Income Fund II (“California Municipal II”) and PIMCO New York Municipal Income Fund II (“New York Municipal II”) collectively referred to as the “Funds” or “PIMCO Municipal Income Funds II”, were organized as Massachusetts business trusts on March 29, 2002. Prior to commencing operations on June 28, 2002, the Funds had no operations other than matters relating to their organization and registration as closed-end management investment companies registered under the Investment Company Act of 1940 and the rules and regulations thereunder, as amended. Allianz Global Investors Fund Management LLC (the “Investment Manager”), formerly PA Fund Management LLC, serves as the Funds’ Investment Manager and is an indirect wholly-owned subsidiary of Allianz Global Investors of America L.P. (“Allianz Global”). Allianz Global is an indirect, majority-owned subsidiary of Allianz AG. The Funds have an unlimited amount of $0.00001 par value common stock authorized.

Municipal II invests substantially all of its assets in a portfolio of municipal bonds, the interest from which is exempt from federal income taxes. California Municipal II invests substantially all of its assets in municipal bonds which pay interest that is exempt from federal and California state income taxes. New York Municipal II invests substantially all of its assets in municipal bonds which pay interest that is exempt from federal, New York State and New York City income taxes. The Funds will seek to avoid bonds generating interest income which could potentially subject individuals to alternative minimum tax. The issuers’ abilities to meet their obligations may be affected by economic and political developments in a specific state or region.

The preparation of the financial statements in accordance with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts and disclosures in the financial statements. Actual results could differ from those estimates.

In the normal course of business the Funds enter into contracts that contain a variety of representations which provide general indemnifications. The Funds’ maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Funds based upon events that have not yet been asserted. However, the Funds expect the risk of any loss to be remote.

The following is a summary of significant accounting policies consistently followed by the Funds:

(a) Valuation of Investments
Portfolio securities and other financial instruments for which market quotations are readily available are stated at market value. Portfolio securities and other financial instruments for which market quotations are not readily available or if a development/event occurs that may significantly impact the value of the security, may be fair-valued, in good faith, pursuant to guidelines established by the Board of Trustees. The Funds’ investments are valued daily by an independent pricing service. The independent pricing service uses information provided by market makers or estimates of market values obtained from yield data relating to investments or securities with similar characteristics. Exchange traded options and futures, are valued at the settlement price determined by the relevant exchange. Short-term investments maturing in 60 days or less are valued at amortized cost, if their original maturity was 60 days or less, or by amortizing their value on the 61st day prior to maturity, if the original term to maturity exceeded 60 days. Securities purchased on a when-issued or delayed-delivery basis are marked to market daily until settlement at the forward settlement value. The prices used by the Funds to value securities may differ from the value that would be realized if the securities were sold and the differences could be material to the financial statements. The Funds’ net asset values are determined daily at the close of regular trading (normally 4:00 p.m. Eastern time) on the New York Stock Exchange.

(b) Investment Transactions and Investment Income
Investment transactions are accounted for on the trade date. Realized gains and losses on investments are determined on the identified cost basis. Interest income is recorded on an accrual basis. Original issue discounts or premiums on debt securities purchased are accreted or amortized daily to non-taxable interest income. Market discount, if any, is accreted daily to taxable income.

(c) Federal Income Taxes
The Funds intend to distribute all of their taxable income and to comply with the other requirements of the U.S. Internal Revenue Code of 1986, as amended, applicable to regulated investment companies. Accordingly, no provision for U.S. federal income taxes is required. In addition, by distributing substantially all of their taxable ordinary income and long-term capital gains, if any, during each calendar year, the Funds intend not to be subject to U.S. federal excise tax.

30 PIMCO Municipal Income Funds II Annual Report | 5.31.05

PIMCO Municipal Income Funds II Notes to Financial Statements

May 31, 2005 

1. Organization and Significant Accounting Policies (continued)

(d) Dividends and Distributions—Common Stock
The Funds declare dividends from net investment income monthly to common shareholders. Distributions of net realized capital gains, if any, are paid at least annually. Each Fund records dividends and distributions to its shareholders on the ex-dividend date. The amount of dividends and distributions from net investment income and net realized capital gains are determined in accordance with federal income tax regulations, which may differ from generally accepted accounting principles. These “book-tax” differences are considered either temporary or permanent in nature. To the extent these differences are permanent in nature, such amounts are reclassified within the capital accounts based on their federal income tax treatment; temporary differences do not require reclassification. To the extent dividends and/or distributions exceed current and accumulated earnings and profits for federal income tax purposes they are reported as dividends and/or distributions of paid-in capital in excess of par.

(e) Futures Contracts
A futures contract is an agreement between two parties to buy and sell a financial instrument at a set price on a future date. Upon entering into such a contract, the Funds are required to pledge to the broker an amount of cash or securities, equal to the minimum “initial margin” requirements of the exchange. Pursuant to the contracts, the Funds agree to receive from or pay to the broker an amount of cash or securities equal to the daily fluctuation in the value of the contracts. Such receipts or payments are known as “variation margin” and are recorded by the Funds as unrealized appreciation or depreciation. When the contracts are closed, the Funds record a realized gain or loss equal to the difference between the value of the contracts at the time they were opened and the value at the time they were closed. Any unrealized appreciation or depreciation recorded is simultaneously reversed. The use of futures transactions involves the risk of an imperfect correlation in the movements in the price of futures contracts, interest rates and the underlying hedged assets, and the possible inability of counterparties to meet the terms of their contracts.

(f) Option Transactions
The Funds may purchase and write (sell) put and call options for hedging purposes, risk management purposes or as part of its investment strategy. The risk associated with purchasing an option is that the Funds pay a premium whether or not the option is exercised. Additionally, the Funds bear the risk of loss of premium and change in market value should the counterparty not perform under the contract. Put and call options purchased are accounted for in the same manner as portfolio securities. The cost of securities acquired through the exercise of call options is increased by the premiums paid. The proceeds from securities sold through the exercise of put options is decreased by the premiums paid.

When an option is written, the premium received is recorded as an asset with an equal liability which is subsequently adjusted to the current market value of the option written. These liabilities are reflected as options written in the Statement of Assets and Liabilities. Premiums received from writing options which expire unexercised are recorded on the expiration date as a realized gain. The difference between the premium received and the amount paid on effecting a closing purchase transaction, including brokerage commissions, is also treated as a realized gain, or if the premium is less than the amount paid for the closing purchased transactions, as a realized loss. If a call option is exercised, the premium is added to the proceeds from the sale of the underlying security in determining whether there has been a realized gain or loss. If a put option is exercised, the premium reduces the cost basis of the security. In writing an option, the Funds bear the market risk of an unfavorable change in the price of the security underlying the written option. Exercise of a written option could result in the Funds purchasing a security at a price different from the current market.

(g) Residual Interest Municipal Bonds (“RIBS”)/Residual Interest Tax Exempt Bonds (“RITES”)
The Funds invest in RIBS and RITES whose interest rates bear an inverse relationship to the interest rate on another security or the value of an index. RIBS and RITES are created by dividing the income stream provided by the underlying bonds to create two securities, one short-term and one long-term. The interest rate on the short-term component is reset by an index or auction process normally every seven to 35 days. After income is paid on the short-term securities at current rates, the residual income from the underlying bond(s) goes to the long-term securities. Therefore, rising short-term interest rates result in lower income for the longer-term portion, and visa versa. The longer-term bonds may be more volatile and less liquid than other municipal bonds of comparable maturity. Investments in RIBS and RITES typically will involve greater risk than an investment in a fixed-rate bond.

(h) When-Issued/Delayed-Delivery Transactions
The Funds may purchase or sell securities on a when-issued or delayed-delivery basis. The transactions involve a commitment to purchase or sell securities for a predetermined price or yield, with payment and delivery taking place beyond

5.31.05 | PIMCO Municipal Income Funds II Annual Report 31

PIMCO Municipal Income Funds II Notes to Financial Statements

May 31, 2005 

1. Organization and Significant Accounting Policies (continued)

the customary settlement period. When delayed-delivery purchases are outstanding, the Funds will set aside and maintain until the settlement date in a designated account, liquid assets in an amount sufficient to meet the purchase price. When purchasing a security on a delayed-delivery basis, the Funds assume the rights and risks of ownership of the security, including the risk of price and yield fluctuations, and takes such fluctuations into account when determining its net asset value. The Funds may dispose of or renegotiate a delayed-delivery transaction after it is entered into, and may sell when-issued securities before they are delivered, which may result in a realized gain or loss. When a security on a delayed-delivery basis is sold, the Funds do not participate in future gains and losses with respect to the security.

(i) Custody Credits Earned on Cash Balances
The Funds benefit from an expense offset arrangement with their custodian bank whereby uninvested cash balances earn credits which reduce monthly custodian and accounting agent expenses. Had these cash balances been invested in income producing securities, they would have generated income for the Funds.

2. Investment Manager /Sub-Adviser
Each Fund has entered into an Investment Management Agreement (the “Agreements”) with the Investment Manager. Subject to the supervision by each Fund’s Board of Trustees, the Investment Manager is responsible for managing, either directly or through others selected by it, the Fund’s investment activities, business affairs and other administrative matters. Pursuant to the Agreements, the Investment Manager receives an annual fee, payable monthly, at the annual rate of 0.65% of each Fund’s average daily net assets, inclusive of net assets attributable to any preferred shares that may be outstanding. In order to reduce each Fund’s expenses, the Investment Manager has contractually agreed to waive a portion of its investment management fee for each Fund at the annual rate of 0.15% of each Fund’s average daily net assets, including net assets attributable to any preferred shares that may be outstanding, from the commencement of operations through June 30, 2007, and for a declining amount thereafter through June 30, 2009.

The Investment Manager has retained its affiliate, Pacific Investment Management Company LLC (the “Sub-Adviser”) to manage each Fund’s investments. Subject to the supervision of the Investment Manager, the Sub-Adviser makes all investment decisions for the Funds. The Investment Manager, not the Funds, pays a portion of the fees it receives to the Sub-Adviser in return for its services, at the maximum annual rate of 0.50% of each Funds average daily net assets, inclusive of net assets attributable to any preferred shares that may be outstanding. The Sub-Adviser has contractually agreed to waive a portion of the fees it is entitled to receive from the Investment Manager, such that the Sub-Adviser will receive 0.26% of each Fund’s average daily net assets, including net assets attributable to any preferred shares that may be outstanding, from the commencement of the Funds’ operations through June 30,2007, and will receive an increasing amount not to exceed 0.50% of each Fund’s average daily net assets, including net assets attributable to any preferred shares that may be outstanding thereafter through June 30, 2009. The Investment Manager informed the Funds that it paid the Sub-Adviser $3,498,688, $1,788,293 and $617,519 in connection with sub-advisory services for Municipal II, California Municipal II, and New York Municipal II, respectively, for the year ended May 31, 2005.

3. Investments in Securities
(a) For the year ended May 31, 2005, purchases and sales of investments, other than short-term securities, were:

		California	New York
	Municipal II	Municipal II	Municipal II
Purchases	$119,540,471	$71,449,073	$41,125,230
Sales	$146,279,827	$56,923,139	$54,206,352

32 PIMCO Municipal Income Funds II Annual Report | 5.31.05

PIMCO Municipal Income Funds II Notes to Financial Statements

May 31, 2005 

3. Investments in Securities (continued)

b) Futures contracts outstanding at May 31, 2005:

			Notional
			Value		Expiration		Unrealized
Fund	Type		(000)		Date		Depreciation
Municipal II	Short: U.S. Treasury 30 Year Bond	$	(385,300	)	6/21/05	$	17,338,500
California Municipal II	Short: U.S. Treasury 30 Year Bond		(153,400	)	6/21/05	$	6,685,188
New York Municipal II	Short: U.S. Treasury 30 Year Bond		(36,800	)	6/21/05	$	1,694,187

(c) Transactions in options written for the year ended May 31, 2005:

	Contracts			Premiums
Municipal II:
Options outstanding, May 31, 2004	1,150		$	759,359
Options written	14,507			20,937,730
Options expired	(2,119	)		(1,054,953	)
Options terminated in closing purchase transactions	(10,756	)		(18,095,886	)
Options exercised	(417	)		(298,155	)
Options outstanding, May 31, 2005	2,365		$	2,248,095
California Municipal II:
Options outstanding, May 31, 2004	580		$	382,981
Options written	11,273			13,809,317
Options expired	(2,145	)		(1,304,753	)
Options terminated in closing purchase transactions	(7,106	)		(10,823,107	)
Options exercised	(211	)		(150,865	)
Options outstanding, May 31, 2005	2,391		$	1,913,573
New York Municipal II:
Options outstanding, May 31, 2004	200		$	132,063
Options written	3,666			4,328,875
Options expired	(695	)		(426,753	)
Options terminated in closing purchase transactions	(2,285	)		(3,304,820	)
Options exercised	(73	)		(52,195	)
Options outstanding, May 31, 2005	813		$	677,170

4. Income Tax Information

Municipal II:

The tax character of dividends paid were:

	Year ended	Year ended
	May 31, 2005	May 31, 2004
Ordinary Income	$   3,247,605	$   2,962,868
Tax Exempt Income	63,841,557	57,922,636

5.31.05 | PIMCO Municipal Income Funds II Annual Report 33

PIMCO Municipal Income Funds II Notes to Financial Statements

May 31, 2005 

4. Income Tax Information (continued)

At May 31, 2005, the tax character of distributable earnings of $5,483,978 was comprised entirely of tax exempt income.

At May 31, 2005, Municipal II had a capital loss carryforward of $64,766,329, ($10,260,913 of which will expire in 2012 and $54,505,416 which will expire in 2013), available as a reduction, to the extent provided in the regulations, of any future net realized capital gains. To the extent that these losses are used to offset future realized capital gains, such gains will not be distributed.

The difference between book and tax basis unrealized appreciation/depreciation is attributable to wash sales.

In accordance with U.S. Treasury regulations, Municipal II elected to defer realized capital losses arising after October 31, 2004 of $25,717,123. Such losses are treated for tax purposes as arising on June 1, 2005.

California Municipal II:

The tax character of dividends paid were:

	Year ended	Year ended
	May 31, 2005	May 31, 2004
Ordinary Income	$     766,357	$     649,740
Tax Exempt Income	32,313,005	29,553,675

At May 31, 2005, the tax character of distributable earnings of $1,703,352 was comprised entirely of tax exempt income.

At May 31, 2005, California Municipal II had a capital loss carryforward of $23,665,963 ($1,122,615 of which will expire in 2011, $6,214,426 of which will expire in 2012 and $16,328,922 of which will expire in 2013) , available as a reduction, to the extent provided in the regulations, of any future net realized capital gains. To the extent that these losses are used to offset future realized capital gains, such gains will not be distributed.

In accordance with U.S. Treasury regulations, California Municipal II elected to defer realized capital losses arising after October 31, 2004 of $10,015,620. Such losses are treated for tax purposes as arising on June 1, 2005.

New York Municipal II:

The tax character of dividends paid were:

	Year ended	Year ended
	May 31, 2005	May 31, 2004
Ordinary Income	$     146,663	$     66,166
Tax Exempt Income	11,365,678	10,361,403

At May 31, 2005, New York Municipal II did not have any distributable earnings.

At May 31, 2005, New York Municipal II had a capital loss carryforward of $8,753,592 ($214,685 of which will expire in 2011, $2,783,230 of which will expire in 2012 and $5,755,677 of which will expire in 2013), available as a reduction, to the extent provided in the regulations, of any future net realized capital gains. To the extent that these losses are used to offset future realized capital gains, such gains will not be distributed.

In accordance with U.S. Treasury regulations, New York Municipal II elected to defer realized capital losses arising after October 31, 2004 of $619,099. Such losses are treated for tax purposes as arising on June 1, 2005.

The cost of investments for federal income tax purposes and gross unrealized appreciation and gross unrealized depreciation of investments at May 31, 2005 were:

		Gross	Gross	Net
	Cost of	Unrealized	Unrealized	Unrealized
	Investments	Appreciation	Depreciation	Appreciation
Municipal II	$1,238,100,423	$120,070,949	$654,810	$119,416,139
California Municipal II	653,235,915	44,316,983	106,526	44,210,457
New York Municipal II	236,892,699	13,892,696	16,283	13,876,413

34 PIMCO Municipal Income Funds II Annual Report | 5.31.05

PIMCO Municipal Income Funds II Notes to Financial Statements

May 31, 2005 

5. Auction Preferred Shares

Municipal II has issued 4,040 shares of Preferred Shares Series A, 4,040 shares of Preferred Shares Series B, 4,040 shares of Preferred Shares Series C, 4,040 shares of Preferred Shares Series D and 4,040 shares of Preferred Shares Series E, each with a net asset and liquidation value of $25,000 per share plus accrued dividends.

California Municipal II has issued 2,080 shares of Preferred Shares Series A, 2,080 shares of Preferred Shares Series B, 2,080 shares of Preferred Shares Series C, 2,080 shares of Preferred Shares Series D and 2,080 shares of Preferred Shares Series E, each with a net asset and liquidation value of $25,000 per share plus accrued dividends.

New York Municipal II has issued 1,800 shares of Preferred Shares Series A and 1,800 shares of Preferred Shares Series B, each with a net asset and liquidation value of $25,000 per share, plus accrued dividends.

Dividends are accumulated daily at an annual rate set through auction procedures. Distributions of net realized capital gains, if any, are paid annually.

For the year ended May 31, 2005, the annualized dividend rates ranged from:

	High		Low		At May 31, 2005
Municipal II:
Series A	2.75	%	0.99	%	2.55	%
Series B	2.80	%	1.00	%	2.60	%
Series C	2.35	%	0.70	%	2.00	%
Series D	2.75	%	0.99	%	2.55	%
Series E	2.82	%	1.00	%	2.25	%
California Municipal II:
Series A	2.75	%	0.62	%	1.85	%
Series B	2.60	%	0.70	%	2.00	%
Series C	2.75	%	0.75	%	2.55	%
Series D	2.35	%	0.98	%	1.84	%
Series E	2.40	%	0.70	%	2.20	%
New York Municipal II:
Series A	2.63	%	0.90	%	2.20	%
Series B	2.50	%	0.60	%	1.80	%

The Funds are subject to certain limitations and restrictions while Preferred Shares are outstanding. Failure to comply with these limitations and restrictions could preclude the Funds from declaring any dividends or distributions to common shareholders or repurchasing common shares and/or triggering the mandatory redemption of Preferred Shares at their liquidation value.

6. Subsequent Common Dividend Declarations

On June 1, 2005, the following dividends were declared to common shareholders payable July 1, 2005 to shareholders of record on June 10, 2005:

Municipal II	$0.084375 per common share
California Municipal II	$0.08125 per common share
New York Municipal II	$0.08125 per common share

5.31.05 | PIMCO Municipal Income Funds II Annual Report 35

PIMCO Municipal Income Funds II Notes to Financial Statements

May 31, 2005 

6. Subsequent Common Dividend Declarations (continued)

On July 1, 2005, the following dividends were declared to common shareholders payable August 1, 2005 to shareholders of record on July 15, 2005:

Municipal II	$0.084375 per common share
California Municipal II	$0.08125 per common share
New York Municipal II	$0.08125 per common share

7. Legal Proceedings

On September 13, 2004, the Securities and Exchange Commission (the "Commission") announced that the Investment Manager and certain of its affiliates (together with the Investment Manager, the "Affiliates") had agreed to a settlement of charges that they and certain of their officers had, among other things, violated various antifraud provisions of the federal securities laws in connection with an alleged market-timing arrangement involving trading of shares of certain open-end investment companies (‘‘open-end funds’’) advised or distributed by these certain affiliates. In their settlement with the Commission, the Affiliates consented to the entry of an order by the Commission and, without admitting or denying the findings contained in the order, agreed to implement certain compliance and governance changes and consented to cease-and-desist orders and censures. In addition, the Affiliates agreed to pay civil money penalties in the aggregate amount of $40 million and to pay disgorgement in the amount of $10 million, for an aggregate payment of $50 million. In connection with the settlement, the Affiliates have been dismissed from the related complaint the Commission filed on May 6, 2004 in the U.S. District Court in the Southern District of New York. Neither the complaint nor the order alleges any inappropriate activity took place with respect to the Funds.

In a related action on June 1, 2004, the Attorney General of the State of New Jersey (‘‘NJAG’’) announced that it had entered into a settlement agreement with Allianz Global and the Affiliates, in connection with a complaint filed by the NJAG on February 17, 2004. The NJAG dismissed claims against the Sub-Adviser, which had been part of the same complaint. In the settlement, Allianz Global and other named affiliates neither admitted nor denied the allegations or conclusions of law, but did agree to pay New Jersey a civil fine of $15 million and $3 million for investigative costs and further potential enforcement initiatives against unrelated parties. They also undertook to implement certain governance changes. The complaint relating to the settlement contained allegations arising out of the same matters that were the subject of the Commission order regarding market-timing described above and does not allege any inappropriate activity took place with respect to the Funds.

On September 15, 2004, the Commission announced that the Affiliates had agreed to settle an enforcement action in connection with charges that they violated various antifraud and other provisions of federal securities laws as a result of, among other things, their failure to disclose to the board of trustees and shareholders of various open-end funds advised or distributed by the Affiliates material facts and conflicts of interest that arose from their use of brokerage commissions on portfolio transactions to pay for so-called ‘‘shelf space’’ arrangements with certain broker-dealers. In their settlement with the Commission, the Affiliates consented to the entry of an order by the Commission without admitting or denying the findings contained in the order. In connection with the settlement, the Affiliates agreed to undertake certain compliance and disclosure reforms and consented to cease-and-desist orders and censures. In addition, the Affiliates agreed to pay a civil money penalty of $5 million and to pay disgorgement of approximately $6.6 million based upon the aggregate amount of brokerage commissions alleged to have been paid by such open-end funds in connection with these shelf-space arrangements (and related interest). In a related action, the California Attorney General announced on September 15, 2004 that it had entered into an agreement with an affiliate of the Investment Manager in resolution of an investigation into matters that are similar to those discussed in the Commission order. The settlement agreement resolves matters described in a complaint filed contemporaneously by the California Attorney General in the Superior Court of the State of California alleging, among other things, that this affiliate violated certain antifraud provisions of California law by failing to disclose matters related to the shelf-space arrangements described above. In the settlement agreement, the affiliate did not admit to any liability but agreed to pay $5 million in civil penalties and $4 million in recognition of the California Attorney General’s fees and costs associated with the investigation and related matters. Neither the Commission order nor the California Attorney General’s complaint alleges any inappropriate activity took place with respect to the Funds.

On April 11, 2005, the Attorney General of the State of West Virginia filed a complaint in the Circuit Court of Marshall County, West Virginia (the "West Virginia Complaint") against the Investment Manager and certain Affiliates based on

36 PIMCO Municipal Income Funds II Annual Report | 5.31.05

PIMCO Municipal Income Funds II Notes to Financial Statements

May 31, 2005 

7. Legal Proceedings (continued)

the same circumstances as those cited in the 2004 settlements with the Commission and NJAG involving alleged "market timing" activities described above. The West Virginia Complaint alleges, among other things, that the Investment Manager and certain Affiliates improperly allowed broker-dealers, hedge funds and investment advisors to engage in frequent trading of various open-end funds advised or distributed by the Affiliates in violation of the open end funds’ stated restrictions on "market timing." As of the date of this report, the West Virginia Complaint has not been formally served upon the Investment Manager or the Affiliates. The West Virginia Complaint also names numerous other defendants unaffiliated with the Affiliates in separate claims alleging improper market timing and/or late trading of open-ended investment companies advised or distributed by such other defendants. The West Virginia Complaint seeks injunctive relief, civil monetary penalties, investigative costs and attorney’s fees. The West Virginia Complaint does not allege that any inappropriate activity took place with respect to the Funds.

Since February 2004, certain of the Affiliates and their employees have been named as defendants in a total of 14 lawsuits filed in one of the following: U.S. District Court in the Southern District of New York, the Central District of California and the Districts of New Jersey and Connecticut. Ten of those lawsuits concern ‘‘market timing,’’ and they have been transferred to and consolidated for pre-trial proceedings in the U.S. District Court for the District of Maryland; the remaining four lawsuits concern ‘‘revenue sharing’’ with brokers offering ‘‘shelf space’’ and have been consolidated into a single action in the U.S. District Court for the District of Connecticut. The lawsuits have been commenced as putative class actions on behalf of investors who purchased, held or redeemed shares of affiliated funds during specified periods or as derivative actions on behalf of the funds.

The lawsuits generally relate to the same facts that are the subject of the regulatory proceedings discussed above. The lawsuits seek, among other things, unspecified compensatory damages plus interest and, in some cases, punitive damages, the rescission of investment advisory contracts, the return of fees paid under those contracts and restitution. The Investment Manager believes that other similar lawsuits may be filed in federal or state courts naming as defendants the Investment Adviser, the Affiliates, Allianz Global, the Funds, other open- and closed-end funds advised or distributed by the Investment Manager and/or its affiliates, the boards of directors or trustees of those funds, and/or other affiliates and their employees. Under Section 9(a) of the 1940 Act, if any of the various regulatory proceedings or lawsuits were to result in a court injunction against the Investment Manager, Allianz Global and/or their affiliates, they and their affiliates would, in the absence of exemptive relief granted by the Commission, be barred from serving as an investment manager/sub-adviser or principal underwriter for any registered investment company, including the Funds. In connection with an inquiry from the Commission concerning the status of the New Jersey settlement described above under Section 9(a), the Investment Manager and certain of its affiliates (together, the ‘‘Applicants’’) have sought exemptive relief from the Commission under Section 9(c) of the 1940 Act.

The Commission has granted the Applicants a temporary exemption from the provisions of Section 9(a) with respect to the New Jersey settlement until the earlier of (i) September 13, 2006 and (ii) the date on which the Commission takes final action on their application for a permanent order. There is no assurance that the Commission will issue a permanent order. If the West Virginia Attorney General were to obtain a court injunction against the Investment Manager or the Affiliates, the Investment Manager or the Affiliates would, in turn, seek exemptive relief under Section 9(c) with respect to that matter, although there is no assurance that such exemptive relief would be granted.

A putative class action lawsuit captioned Charles Mutchka et al. v. Brent R. Harris, et al., filed in January 2005 by and on behalf of individual shareholders of certain open-end funds that hold equity securities and that are sponsored by the Investment Manager and the Affiliates, is currently pending in the federal district court for the Central District of California. The plaintiff alleges that fund trustees, investment advisers and affiliates breached fiduciary duties and duties of care by failing to ensure that the open-end funds participated in securities class action settlements for which those funds were eligible. The plaintiff has claimed as damages disgorgement of fees paid to the investment advisers, compensatory damages and punitive damages.

The Investment Manager believes that the claims made in the lawsuit against the Investment Manager and the Affiliates are baseless, and the Investment Manager and the Affiliates intend to vigorously defend the lawsuit. As of the date hereof, the Investment Manager believes a decision, if any, against the defendants would have no material adverse effect on the Funds or the ability of the Investment Manager or the Sub-Adviser to perform their duties under the investment management or portfolio management agreements, as the case may be.

5.31.05 | PIMCO Municipal Income Funds II Annual Report 37

PIMCO Municipal Income Funds II Notes to Financial Statements

May 31, 2005 

7. Legal Proceedings (continued)

It is possible that these matters and/or other developments resulting from these matters could lead to a decrease in the market price of the Funds’ shares or other adverse consequences to the Funds and their shareholders. However, the Investment Manager and the Sub-Adviser believe that these matters are not likely to have a material adverse effect on the Funds or on the Investment Manager’s or the Sub-Adviser’s ability to perform their respective investment advisory services related to the Funds.

The foregoing speaks only as of the date hereof. There may be additional litigation or regulatory developments in connection with the matters discussed above.

38 PIMCO Municipal Income Funds II Annual Report | 5.31.05

PIMCO Municipal Income Funds II Financial Highlights

For a share of common stock outstanding throughout each period 

	Municipal II
								For the Period
		Year Ended						June 28, 2002*
								through
		May 31, 2005			May 31, 2004			May 31, 2003
Net asset value, beginning of period	$	14.01		$	14.66		$	14.33	**
Income from Investment Operations:
Net investment income		1.11			1.17			0.93
Net realized and unrealized gain (loss) on investments,
futures contracts, and options written		0.84			(0.77	)		0.53
Total from investment operations		1.95			0.40			1.46
Dividends and Distributions on Preferred Shares from:
Net investment income		(0.14	)		(0.08	)		(0.08	)
Net realized gains		—			—			(0.01	)
Total dividends and distributions on preferred shares		(0.14	)		(0.08	)		(0.09	)
Net increase in net assets applicable to common
shareholders resulting from investment operations		1.81			0.32			1.37
Dividends and Distributions to Common Shareholders from:
Net investment income		(1.01	)		(0.97	)		(0.84	)
Net realized gains		—			—			(0.09	)
Total dividends and distributions to common shareholders		(1.01	)		(0.97	)		(0.93	)
Capital Share Transactions:
Common stock offering costs charged to paid-in capital
in excess of par		—			—			(0.02	)
Preferred shares offering costs/underwriting discounts
charged to paid-in capital in excess of par		—			—			(0.09	)
Total capital share transactions		—			—			(0.11	)
Net asset value, end of period	$	14.81		$	14.01		$	14.66
Market price, end of period	$	15.02		$	13.31		$	14.80
Total Investment Return (1)		21.00	%		(3.69	)%		5.19	%
RATIOS/SUPPLEMENTAL DATA:
Net assets applicable to common shareholders,
end of period (000)	$	862,290		$	812,670		$	846,885
Ratio of expenses to average net assets (2)(3)(5)		1.02	%		1.03	%		0.95%(4)
Ratio of net investment income to average net assets (2)(5)		7.71	%		8.16	%		6.99%(4)
Preferred shares asset coverage per share	$	67,676		$	65,224		$	66,920
Portfolio turnover		9	%		26	%		27	%

*	Commencement of operations
**	Initial public offering price of $15.00 per share less underwriting discount of $0.675 per share.
(1)	Total investment return is calculated assuming a purchase of shares of common stock at the current market price on the first day of each period and a sale of shares at the current market price on the last day of each period reported.
	Dividends and distributions are assumed, for purposes of this calculation, to be reinvested at prices obtained under the Fund's dividend reinvestment plan. Total investment return does not reflect brokerage commissions or sales charges. Total investment return for a period of less than one year is not annualized.
(2)	Calculated on the basis of income and expenses applicable to both common shares and preferred shares relative to the average net assets of common shareholders.
(3)	Inclusive of expenses offset by custody credits earned on cash balances at the custodian bank. (See note 1(i) in Notes to Financial Statements).
(4)	Annualized.
(5)	During the periods indicated above, the Investment manager contractually waived a portion of its investment management fee. If such a waiver had not been in effect, the ratio of expenses to average net assets and the ratio of net investment income to average net assets would have been 1.26% and 7.47%, respectively for the year ended May 31, 2005; 1.28% and 7.92%, respectively for the year ended May 31, 2004 and 1.18% (annualized) and 6.76% (annualized), respectively for the period June 28, 2002 (commencement of operations) through May 31, 2003.

See accompanying Notes to Financial Statements | 5.31.05 | PIMCO Municipal Income Funds II Annual Report 39

PIMCO Municipal Income Funds II Financial Highlights

For a share of common stock outstanding throughout each period

		California Municipal II
								For the Period
		Year Ended						June 28, 2002*
								through
		May 31, 2005			May 31, 2004			May 31, 2003
Net asset value, beginning of period	$	13.53		$	14.66		$	14.33	**
Income from Investment Operations:
Net investment income		1.05			1.13			0.87
Net realized and unrealized gain (loss) on investments,
futures contracts, and options written		1.13			(1.26	)		0.46
Total from investment operations		2.18			(0.13	)		1.33
Dividends on Preferred Shares from
Net investment income		(0.12	)		(0.07	)		(0.07	)
Net increase (decrease) in net assets applicable to common
shareholders resulting from investment operations		2.06			(0.20	)		1.26
Dividends to Common Shareholders from
Net investment income		(0.98	)		(0.93	)		(0.81	)
Capital Share Transactions:
Common stock offering costs charged to paid-in capital
in excess of par		—			—			(0.02	)
Preferred shares offering costs/underwriting discounts
charged to paid-in capital in excess of par		—			—			(0.10	)
Total capital share transactions		—			—			(0.12	)
Net asset value, end of period	$	14.61		$	13.53		$	14.66
Market price, end of period	$	14.76		$	13.27		$	14.78
Total Investment Return (1)		19.14	%		(3.92	)%		4.23	%
RATIOS/SUPPLEMENTAL DATA:
Net assets applicable to common shareholders,
end of period (000)	$	441,596		$	407,659		$	439,970
Ratio of expenses to average net assets (2)(3)(5)		1.06	%		1.07	%		0.97%(4)
Ratio of net investment income to average net assets (2)(5)		7.37	%		8.08	%		6.56%(4)
Preferred shares asset coverage per share	$	67,451		$	64,191		$	67,301
Portfolio turnover		9	%		43	%		84	%

*	Commencement of operations.
**	Initial public offering price of $15.00 per share less underwriting discount of $0.675 per share.
(1)	Total investment return is calculated assuming a purchase of shares of common stock at the current market price on the first day of each period and a sale of shares at the current market price on the last day of each period reported.
	Dividends and distributions are assumed, for purposes of this calculation, to be reinvested at prices obtained under the Fund's dividend reinvestment plan. Total investment return does not reflect brokerage commissions or sales charges. Total investment return for a period of less than one year is not annualized.
(2)	Calculated on the basis of income and expenses applicable to both common shares and preferred shares relative to the average net assets of common shareholders.
(3)	Inclusive of expenses offset by custody credits earned on cash balances at the custodian bank. (See note 1(i) in Notes to Financial Statements).
(4)	Annualized.
(5)	During the periods indicated above, the Investment manager contractually waived a portion of its investment man- agement fee. If such a waiver had not been in effect, the ratio of expenses to average net assets and the ratio of net investment income to average net assets would have been 1.30% and 7.13%, respectively for the year ended May 31, 2005; 1.31% and 7.83%, respectively for the year ended May 31, 2004 and 1.20% (annualized) and 6.34% (annu- alized), respectively for the period June 28, 2002 (commencement of operations) through May 31, 2003.

40 PIMCO Municipal Income Funds II Annual Report | 5.31.05 | See accompanying Notes to Financial Statements

PIMCO Municipal Income Funds II Financial Highlights

For a share of common stock outstanding throughout each period

		New York Municipal II
								For the Period
		Year Ended						June 28, 2002*
								through
		May 31, 2005			May 31, 2004			May 31, 2003
Net asset value, beginning of period	$	13.54		$	14.45		$	14.33	**
Income from Investment Operations:
Net investment income		1.07			1.06			0.86
Net realized and unrealized gain (loss) on investments,
futures contracts, and options written		1.12			(0.97	)		0.28
Total from investment operations		2.19			0.09			1.14
Dividends on Preferred Shares from
Net investment income		(0.13	)		(0.07	)		(0.08	)
Net increase in net assets applicable to common
shareholders resulting from investment operations		2.06			0.02			1.06
Dividends to Common Shareholders from
Net investment income		(0.98	)		(0.93	)		(0.81	)
Capital Share Transactions:
Common stock offering costs charged to paid-in capital
in excess of par		—			—			(0.03	)
Preferred shares offering costs/underwriting discounts
charged to paid-in capital in excess of par		—			—			(0.10	)
Total capital share transactions		—			—			(0.13	)
Net asset value, end of period	$	14.62		$	13.54		$	14.45
Market price, end of period	$	14.80		$	13.05		$	14.71
Total Investment Return (1)		21.45	%		(5.15	)%		3.76	%
RATIOS/SUPPLEMENTAL DATA:
Net assets applicable to common shareholders,
end of period (000)	$	152,812		$	140,958		$	149,606
Ratio of expenses to average net assets (2)(3)(5)		1.14	%		1.15	%		1.02%(4)
Ratio of net investment income to average net assets (2)(5)		7.53	%		7.58	%		6.47%(4)
Preferred shares asset coverage per share	$	67,439		$	64,148		$	66,552
Portfolio turnover		18	%		18	%		27	%

*	Commencement of operations.
**	Initial public offering price of $15.00 per share less underwriting discount of $0.675 per share.
(1)	Total investment return is calculated assuming a purchase of shares of common stock at the current market price on the first day of each period and a sale of shares at the current market price on the last day of each period reported.
	Dividends and distributions are assumed, for purposes of this calculation, to be reinvested at prices obtained under the Fund's dividend reinvestment plan. Total investment return does not reflect brokerage commissions or sales charges. Total investment return for a period of less than one year is not annualized.
(2)	Calculated on the basis of income and expenses applicable to both common shares and preferred shares relative to the average net assets of common shareholders.
(3)	Inclusive of expenses offset by custody credits earned on cash balances at the custodian bank. (See note 1(i) in Notes to Financial Statements).
(4)	Annualized.
(5)	During the periods indicated above, the Investment manager contractually waived a portion of its investment management fee. If such a waiver had not been in effect, the ratio of expenses to average net assets and the ratio of net investment income to average net assets would have been 1.38% and 7.29%, respectively for the year ended May 31, 2005; 1.39% and 7.34%, respectively for the year ended May 31, 2004 and 1.25% (annualized) and 6.25% (annualized), respectively for the period June 28, 2002 (commencement of operations) through May 31, 2003.

See accompanying Notes to Financial Statements | 5.31.05 | PIMCO Municipal Income Funds II Annual Report 41

PIMCO Municipal Income Funds II	Report of Independent Registered
	Public Accounting Firm

To the Shareholders and the Board of Trustees of

PIMCO Municipal Income Fund II
PIMCO California Municipal Income Fund II
PIMCO New York Municipal income Fund II

In our opinion, the accompanying statements of assets and liabilities, including the schedules of investments, and the related statements of operations and of changes in net assets applicable to common shareholders and the financial highlights present fairly, in all material respects, the financial position of PIMCO Municipal Income Fund II, PIMCO California Municipal Income Fund II and PIMCO New York Municipal Income Fund II (collectively hereafter referred to as the “Funds”) at May 31, 2005, the results of each of their operations for the year then ended, the changes in each of their net assets applicable to common shareholders for each of the two years in the period then ended and the financial highlights for each of the two years in the period then ended and for the period June 28, 2002 (commencement of operations) through May 31, 2003, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as “financial statements”) are the responsibility of the Funds’ management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at May 31, 2005 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP
New York, New York
July 22, 2005

42 PIMCO Municipal Income Funds II Annual Report | 5.31.05

PIMCO Municipal Income Funds II	Privacy Policy, Proxy Voting Policies &
	Procedures, Other Information (unaudited)

Privacy Policy:

Our Commitment to You
We consider customer privacy to be a fundamental aspect of our relationship with clients. We are committed to maintaining the confidentiality, integrity, and security of our current, prospective and former clients’ personal information. We have developed policies designed to protect this confidentiality, while allowing client needs to be served.

Obtaining Personal Information
In the course of providing you with products and services, we may obtain non-public personal information about you. This information may come from sources such as account applications and other forms, from other written, electronic or verbal correspondence, from your transactions, from your brokerage or financial advisory firm, financial adviser or consultant, and/or from information captured on our internet web sites.

Respecting Your Privacy
We do not disclose any personal or account information provided by you or gathered by us to non-affiliated third parties, except as required or permitted by law. As is common in the industry, non-affiliated companies may from time to time be used to provide certain services, such as preparing and mailing prospectuses, reports, account statements and other information, conducting research on client satisfaction, and gathering shareholder proxies. We may also retain non-affiliated companies to market our products and enter in joint marketing agreements with other companies. These companies may have access to your personal and account information, but are permitted to use the information solely to provide the specific service or as otherwise permitted by law. We may also provide your personal and account information to your brokerage or financial advisory firm and/or to your financial adviser or consultant.

Sharing Information with Third Parties
We do reserve the right to disclose or report personal information to non-affiliated third parties in limited circumstances where we believe in good faith that disclosure is required under law, to cooperate with regulators or law enforcement authorities, to protect our rights or property, or upon reasonable request by any mutual fund in which you have chosen to invest. In addition, we may disclose information about you or your accounts to a non-affiliated third party at your request or if you consent in writing to the disclosure.

Sharing Information with Affiliates
We may share client information with our affiliates in connection with servicing your account or to provide you with information about products and services that we believe may be of interest to you. The information we share may include, for example, your participation in our mutual funds or other investment programs, your ownership of certain types of accounts (such as IRAs), or other data about your accounts. Our affiliates, in turn, are not permitted to share your information with non-affiliated entities, except as required or permitted by law.

Implementation of Procedures
We take seriously the obligation to safeguard your non-public personal information. We have implemented procedures designed to restrict access to your non-public personal information to our personnel who need to know that information to provide products or services to you. To guard your non-public personal information, physical, electronic, and procedural safeguards are in place.

Proxy Voting Policies & Procedures:
A description of the policies and procedures that the Funds have adopted to determine how to vote proxies relating to portfolio securities and information about how the Funds voted proxies relating to portfolio securities held during the twelve months ended June 30, 2004 is available: (i) without charge, upon request, by calling the Funds’ transfer agent at (800) 331-1710; (ii) on the Funds’ website at www.allianzinvestors.com; and (iii) on the Securities and Exchange Commission’s website at www.sec.gov.

Other Information:
Since May 31, 2004, there have been no: (i) material changes in the Funds’ investment objectives or policies; (ii) changes to the Funds’ charter or by-laws; (iii) material changes in the principal risk factors associated with investment in the Funds; (iv) change in person primarily responsible for the day-to-day management of the Funds’ portfolio.

5.31.05 | PIMCO Municipal Income Funds II Annual Report 43

PIMCO Municipal Income Funds II Tax Information (unaudited)

Subchapter M of the Internal Revenue Code of 1986, as amended, requires the Funds to advise shareholders within 60 days of the Funds’ tax year-end (May 31, 2005) as to the federal tax status of dividends and distributions received by shareholders during such tax period. Accordingly, please note that substantially all dividends paid from net investment income from the Funds during the tax period ended May 31, 2005 were federally exempt interest dividends. However, the Funds invested in municipal bonds containing market discount, whose accretion is taxable. Accordingly, the percentage of dividends paid from net investment income during the tax period which are taxable were:

Municipal II	4.84	%
California Municipal II	2.32	%
New York Municipal II	1.27	%

Since the Funds’ fiscal year is not the calendar year, another notification will be sent with respect to calendar year 2005. In January 2006, shareholders will be advised on IRS Form 1099 DIV as to the federal tax status of the dividends and distributions received during calendar 2005. The amount that will be reported will be the amount to use on your 2005 federal income tax return and may differ from the amount which must be reported in connection with each Funds’ tax year ended May 31, 2005. Shareholders are advised to consult their tax advisers as to the federal, state and local tax status of the income received from the Funds. In January 2006, an allocation of interest income by state will be provided which may be of value in reducing a Shareholder’s state and local tax liability, if any.

44 PIMCO Municipal Income Funds II Annual Report | 5.31.05

PIMCO Municipal Income Funds II Dividend Reinvestment Plan (unaudited)

Pursuant to the Funds’ Dividend Reinvestment Plan (the “Plan”), all Common Shareholders whose shares are registered in their own names will have all dividends, including any capital gain dividends, reinvested automatically in additional Common Shares by PFPC Inc., as agent for the Common Shareholders (the “Plan Agent”), unless the shareholder elects to receive cash. An election to receive cash may be revoked or reinstated at the option of the shareholder. In the case of record shareholders such as banks, brokers or other nominees that hold Common Shares for others who are the beneficial owners, the Plan Agent will administer the Plan on the basis of the number of Common Shares certified from time to time by the record shareholder as representing the total amount registered in such shareholder’s name and held for the account of beneficial owners who are to participate in the Plan. Shareholders whose shares are held in the name of a bank, broker or nominee should contact the bank, broker or nominee for details. All distributions to investors who elect not to participate in the Plan (or whose broker or nominee elects not to participate on the investor’s behalf), will be paid cash by check mailed, in the case of direct shareholder, to the record holder by PFPC Inc., as the Funds’ dividend disbursement agent.

Unless you (or your broker or nominee) elect not to participate in the Plan, the number of Common Shares you will receive will be determined as follows:

(1)

If Common Shares are trading at or above net asset value on the payment date, the Funds will issue new shares at the greater of (i) the net asset value per Common Share on the payment date or (ii) 95% of the market price per Common Share on the payment date; or

(2)

If Common Shares are trading below net asset value (minus estimated brokerage commissions that would be incurred upon the purchase of Common Shares on the open market) on the payment date, the Plan Agent will receive the dividend or distribution in cash and will purchase Common Shares in the open market, on the New York Stock Exchange or elsewhere, for the participants’ accounts. It is possible that the market price for the Common Shares may increase before the Plan Agent has completed its purchases. Therefore, the average purchase price per share paid by the Plan Agent may exceed the market price on the payment date, resulting in the purchase of fewer shares than if the dividend or distribution had been paid in Common Shares issued by the Funds. The Plan Agent will use all dividends and distributions received in cash to purchase Common Shares in the open market on or shortly after the payment date, but in no event later than the ex-dividend date for the next distribution. Interest will not be paid on any uninvested cash payments.

You may withdraw from the Plan at any time by giving notice to the Plan Agent. If you withdraw or the Plan is terminated, you will receive a certificate for each whole share in your account under the Plan and you will receive a cash payment for any fraction of a share in your account. If you wish, the Plan Agent will sell your shares and send you the proceeds, minus brokerage commissions.

The Plan Agent maintains all shareholders’ accounts in the Plan and gives written confirmation of all transactions in the accounts, including information you may need for tax records. The Plan Agent will also furnish each person who buys Common Shares with written instructions detailing the procedures for electing not to participate in the Plan and to instead receive distributions in cash. Common Shares in your account will be held by the Plan Agent in non-certificated form. Any proxy you receive will include all Common Shares you have received under the Plan.

There is no brokerage charge for reinvestment of your dividends or distributions in Common Shares. However, all participants will pay a pro rata share of brokerage commissions incurred by the Plan Agent when it makes open market purchases.

Automatically reinvested dividends and distributions are taxed in the same manner as cash dividends and distributions.

The Funds and the Plan Agent reserve the right to amend or terminate the Plan. There is no direct service charge to participants in the Plan; however, the Funds reserve the right to amend the Plan to include a service charge payable by the participants. Additional information about the Plan may be obtained from the Funds’ transfer agent, PFPC Inc., P.O.Box 43027, Providence, RI 02940-3027, telephone number 1-800-331-1710.

5.31.05 | PIMCO Municipal Income Funds II Annual Report 45

PIMCO Municipal Income Funds II Board of Trustees (unaudited)

Name, Age, Position(s) Held with Funds,
Length of Service, Other Trusteeships/
Directorships Held by Trustee; Number of
Portfolios in Fund Complex/Outside Fund
Complexes Currently Overseen by Trustee	Principal Occupation(s) During Past 5 years:
The address of each trustee is 1345 Avenue of
the Americas, New York, NY 10105
Robert E. Connor	Corporate Affairs Consultant; Formerly, Senior Vice President, Corporate
Age: 70	Office, Smith Barney Inc.
Chairman of the Board of Trustees since: 2004
Trustee since: 2002
Term of office: Expected to stand for re-election
at 2006 annual meeting of shareholders.
Trustee/Director of 24 funds in Fund Complex
Trustee/Director of no funds outside of Fund
Complex
Paul Belica	Director, Student Loan Finance Corp., Education Loans, Inc., Goal
Age: 83	Funding I, Goal Funding II, Inc. and Surety Loan Funding, Inc.; Formerly
Trustee since: 2002	senior executive and member of the Board of Smith Barney, Harris Upham
Term of office: Expected to stand for re-election	& Co. and CEO of five State of New York Agencies Inc.
at 2007 annual meeting of shareholders.
Trustee/Director of 20 funds in Fund Complex
Trustee/Director of no funds outside of Fund
Complex
John J. Dalessandro II	Formerly, President and Director, J.J. Dalessandro II Ltd, registered broker-
Age: 67	dealer and member of the New York Stock Exchange.
Trustee since: 2002
Term of office: Expected to stand for re-election
at 2007 annual meeting of shareholders.
Trustee of 23 funds in Fund Complex
Trustee of no funds outside of Fund complex
David C. Flattum	Managing Director, Chief Operating Officer, General Counsel and
Age: 40	member of Management Board, Allianz Global Investors of America, L.P.;
Trustee since: 2004	Formerly, Partner, Latham & Watkins LLP (1998-2001).
Term of office: Expected to stand for election
at 2005 annual meeting of shareholders.
Trustee of 52 funds in Fund Complex
Trustee of no funds outside of Fund Complex
Hans W. Kertess	President, H Kertess & Co., L.P. Formerly, Managing Director, Royal Bank
Age: 65	of Canada Capital Markets.
Trustee since: 2002
Term of office: Expected to stand for re-election
at 2006 annual meeting of shareholders.
Trustee of 23 Funds in Fund Complex;
Trustee of no funds outside of Fund Complex
R. Peter Sullivan III	Formerly, Managing Partner, Bear Wagner Specialists LLC (formerly,
Age: 63	Wagner Stott Mercator LLC), specialist firm on the New York Stock
Trustee since: 2002	Exchange.
Term of office: Expected to stand for re-election
at 2005 annual meeting of shareholders.
Trustee of 19 funds in Fund Complex
Trustee of no funds outside of Fund Complex

46 PIMCO Municipal Income Funds II Annual Report | 5.31.05

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Trustees and Principal Officers

Robert E. Connor	Brian S. Shlissel
Chairman of the Board of Trustees	President & Chief Executive Officer
Paul Belica	Newton B. Schott, Jr.
Trustee	Vice President
John J. Dalessandro II	Mark V. McCray
Trustee	Vice President
David C. Flattum	Lawrence G. Altadonna
Trustee	Treasurer, Principal Financial & Accounting Officer
Hans W. Kertess	Thomas J. Fuccillo
Trustee	Secretary
R. Peter Sullivan III	Youse Guia
Trustee	Chief Compliance Officer
	Jennifer A. Patula
	Assistant Secretary

Investment Manager
Allianz Global Investors Fund Management LLC
1345 Avenue of the Americas
New York, NY 10105

Sub-Adviser
Pacific Investment Management Company LLC
840 Newport Center Drive
Newport Beach, CA 92660

Custodian & Accounting Agent
State Street Bank & Trust Co.
801 Pennsylvania
Kansas City, MO 64105-1307

Transfer Agent, Dividend Paying Agent and Registrar
PFPC Inc.
P.O. Box 43027
Providence, RI 02940-3027

Independent Registered Public Accounting Firm
PricewaterhouseCoopers LLP
300 Madison Avenue
New York, NY 10017

Legal Counsel
Ropes & Gray LLP
One International Place
Boston, MA 02210-2624

This report, including the financial information herein, is transmitted to the shareholders of PIMCO Municipal Income Fund II, PIMCO California Municipal Income Fund II and PIMCO New York Municipal Income Fund II for their information. It is not a prospectus, circular or representation intended for use in the purchase of shares of the Funds or any securities mentioned in this report. Notice is hereby given in accordance with Section 23(c) of the Investment Company Act of 1940, as amended, that from time to time each Fund may purchase shares of its common stock in the open market.

The Funds file their complete schedules of portfolio holdings with the Securities and Exchange Commission (the “Commission”) for the first and third quarters of its fiscal year on Form N-Q. Forms N-Q are available (i) on the Funds’ website at www.allianzinvestors.com (ii) on the Commission’s website at www.sec.gov, and (iii) at the Commission’s Public Reference Room located in Washington, DC, (800) SEC-0330.

On January 24, 2005, each Fund submitted a CEO annual certification to the New York Stock Exchange (“NYSE”) on which each Funds’ principal executive officer certified that he was not aware, as of that date, of any violation by the Funds of the NYSE’s Corporate Governance listing standards. In addition, as required by Section 302 of the Sarbanes-Oxley Act of 2002 and related SEC rules, each Funds’ principal executive and principal financial officer made quarterly certifications, included in filings with the SEC on Forms N-CSR and N-Q relating to, among other things, the Funds’ disclosure controls and procedures and internal control over financial reporting, as applicable.

Information on the Funds is available at www.allianzinvestors.com or by calling the Funds’ transfer agent 1-800-331-1710.

ITEM 2. CODE OF ETHICS

     (a)  As of the end of the period covered by this report, the registrant has
          adopted a code of ethics (the "Section 406 Standards for Investment
          Companies -- Ethical Standards for Principal Executive and Financial
          Officers") that applies to the registrant's Principal Executive
          Officer and Principal Financial Officer; the registrant's Principal
          Financial Officer also serves as the Principal Accounting Officer. The
          registrant undertakes to provide a copy of such code of ethics to any
          person upon request, without charge, by calling 1-800-331-1710.

     (b)  During the period covered by this report, there were not any
          amendments to a provision of the code of ethics adopted in 2(a) above.

     (c)  During the period covered by this report, there were not any waivers
          or implicit waivers to a provision of the code of ethics adopted in
          2(a) above.

ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT The registrant's Board has determined
that Mr. Paul Belica, a member of the Board's Audit Oversight Committee is an
"audit committee financial expert," and that he is "independent," for purposes
of this Item.

ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES

     a)   Audit fees. The aggregate fees billed for each of the last two fiscal
          years (the "Reporting Periods") for professional services rendered by
          the Registrant's principal accountant (the "Auditor") for the audit of
          the Registrant's annual financial statements, or services that are
          normally provided by the Auditor in connection with the statutory and
          regulatory filings or engagements for the Reporting Periods, were
          $48,350 in 2004 and $41,616 in 2005.

     b)   Audit-Related Fees. The aggregate fees billed in the Reporting Periods
          for assurance and related services by the principal accountant that
          are reasonably related to the performance of the audit registrant's
          financial statements and are not reported under paragraph (e) of this
          Item were $11,800 in 2004 and $10,173 in 2005. These services consist
          of accounting consultations, agreed upon procedure reports (inclusive
          of annual review of basic maintenance testing associated with the
          Preferred Shares), attestation reports and comfort letters.

     c)   Tax Fees. The aggregate fees billed in the Reporting Periods for
          professional services rendered by the Auditor for tax compliance,



          tax service and tax planning ("Tax Services") were $4,700 in 2004 and
          $8,000 in 2005. These services consisted of review or preparation of
          U.S. federal, state, local and excise tax returns.

     d)   All Other Fees. There were no other fees billed in the Reporting
          Periods for products and services provided by the Auditor to the
          Registrant.

     e)   Audit Committee Pre-Approval Policies and Procedures. The
          Registrant's Audit Committee has established policies and procedures
          for pre-approval of all audit and permissible non-audit services by
          the Auditor for the Registrant, as well as the Auditor's engagements
          for non-audit services to the when the engagement relates directly to
          the operations and financial reporting of the Registrant. The
          Registrant's policy is stated below.

          PIMCO Municipal Income Funds II (THE "FUNDS")

AUDIT OVERSIGHT COMMITTEE POLICY FOR PRE-APPROVAL OF SERVICES PROVIDED BY THE
INDEPENDENT ACCOUNTANTS

The Funds' Audit Oversight Committee ("Committee") is charged with the oversight
of the Funds' financial reporting policies and practices and their internal
controls. As part of this responsibility, the Committee must pre-approve any
independent accounting firm's engagement to render audit and/or permissible
non-audit services, as required by law. In evaluating a proposed engagement by
the independent accountants, the Committee will assess the effect that the
engagement might reasonably be expected to have on the accountant's
independence. The Committee's evaluation will be based on:

     a review of the nature of the professional services expected to provided,

     the fees to be charged in connection with the services expected to be
     provided,

     a review of the safeguards put into place by the accounting firm to
     safeguard independence, and

     periodic meetings with the accounting firm.

POLICY FOR AUDIT AND NON-AUDIT SERVICES TO BE PROVIDED TO THE FUNDS

On an annual basis, the Funds' Committee will review and pre-approve the scope
of the audits of the Funds and proposed audit fees and permitted non-audit
(including audit-related) services that may be performed by the Funds'
independent accountants. At least annually, the Committee will receive a report
of all audit and non-audit services that were rendered in the previous calendar
year pursuant to this Policy. In addition to the Committee's



pre-approval of services pursuant to this Policy, the engagement of the
independent accounting firm for any permitted non-audit service provided to the
Funds will also require the separate written pre-approval of the President of
the Funds, who will confirm, independently, that the accounting firm's
engagement will not adversely affect the firm's independence. All non-audit
services performed by the independent accounting firm will be disclosed, as
required, in filings with the Securities and Exchange Commission.

AUDIT SERVICES

The categories of audit services and related fees to be reviewed and
pre-approved annually by the Committee are:

     Annual Fund financial statement audits
     Seed audits (related to new product filings, as required)
     SEC and regulatory filings and consents
     Semiannual financial statement reviews

AUDIT-RELATED SERVICES

The following categories of audit-related services are considered to be
consistent with the role of the Fund's independent accountants and services
falling under one of these categories will be pre-approved by the Committee on
an annual basis if the Committee deems those services to be consistent with the
accounting firm's independence:

     Accounting consultations
     Fund merger support services
     Agreed upon procedure reports (inclusive of quarterly review of Basic
       Maintenance testing associated with issuance of Preferred Shares and
       semiannual report review)
     Other attestation reports
     Comfort letters
     Other internal control reports

Individual audit-related services that fall within one of these categories and
are not presented to the Committee as part of the annual pre-approval process
described above, may be pre-approved, if deemed consistent with the accounting
firm's independence, by the Committee Chair (or any other Committee member who
is a disinterested trustee under the Investment Company Act to whom this
responsibility has been delegated) so long as the estimated fee for those
services does not exceed $75,000. Any such pre-approval shall be reported to the
full Committee at its next regularly scheduled meeting.

TAX SERVICES

The following categories of tax services are considered to be consistent with
the role of the Funds' independent accountants and services falling under one of
these categories will be pre-approved by the Committee on an annual basis if the
Committee deems those services to be consistent with the accounting firm's
independence:



     Tax compliance services related to the filing or amendment of the following:
        Federal, state and local income tax compliance; and, sales and use tax compliance
        Timely RIC qualification reviews
        Tax distribution analysis and planning
        Tax authority examination services
        Tax appeals support services
        Accounting methods studies
        Fund merger support service
        Other tax consulting services and related projects

Individual tax services that fall within one of these categories and are not
presented to the Committee as part of the annual pre-approval process described
above, may be pre-approved, if deemed consistent with the accounting firm's
independence, by the Committee Chairman (or any other Committee member who is a
disinterested trustee under the Investment Company Act to whom this
responsibility has been delegated) so long as the estimated fee for those
services does not exceed $100,000. Any such pre-approval shall be reported to the
full Committee at its next regularly scheduled meeting.

PROSCRIBED SERVICES

The Funds' independent accountants will not render services in the following
categories of non-audit services:

     Bookkeeping or other services related to the accounting records or financial
     statements of the Funds
     Financial information systems design and implementation
     Appraisal or valuation services, fairness opinions, or contribution-in-kind reports
     Actuarial services Internal audit outsourcing services
     Management functions or human resources
     Broker or dealer, investment adviser or investment banking services
     Legal services and expert services unrelated to the audit
     Any other service that the Public Company Accounting Oversight Board determines,
     by regulation, is impermissible

PRE-APPROVAL OF NON-AUDIT SERVICES PROVIDED TO OTHER ENTITIES WITHIN THE FUND
COMPLEX

The Committee will pre-approve annually any permitted non-audit services to be
provided to Allianz Global Investors Fund Management LLC (Formerly, PA Fund
Management LLC) or any other investment manager to the Funds (but not including
any sub-adviser whose role is primarily portfolio management and is
sub-contracted by the investment manager) (the "Investment Manager") and any
entity



controlling, controlled by, or under common control with the Investment Manager
that provides ongoing services to the Funds (including affiliated sub-advisers
to the Funds), provided, in each case, that the engagement relates directly to
the operations and financial reporting of the Funds (such entities, including
the Investment Manager, shall be referred to herein as the "Accounting
Affiliates"). Individual projects that are not presented to the Committee as
part of the annual pre-approval process, may be pre-approved, if deemed
consistent with the accounting firm's independence, by the Committee Chairman
(or any other Committee member who is a disinterested trustee under the
Investment Company Act to whom this responsibility has been delegated) so long
as the estimated fee for those services does not exceed $100,000. Any such
pre-approval shall be reported to the full Committee at its next regularly
scheduled meeting.

Although the Committee will not pre-approve all services provided to the
Investment Manager and its affiliates, the Committee will receive an annual
report from the Funds' independent accounting firm showing the aggregate fees
for all services provided to the Investment Manager and its affiliates.

DE MINIMUS EXCEPTION TO REQUIREMENT OF PRE-APPROVAL OF NON-AUDIT SERVICES

With respect to the provision of permitted non-audit services to a Fund or
Accounting Affiliates, the pre-approval requirement is waived if:

         (1) The aggregate amount of all such permitted non-audit services
             provided constitutes no more than (i) with respect to such services
             provided to the Fund, five percent (5%) of the total amount of
             revenues paid by the Fund to its independent accountant during the
             fiscal year in which the services are provided, and (ii) with
             respect to such services provided to Accounting Affiliates, five
             percent (5%) of the total amount of revenues paid to the Fund's
             independent accountant by the Fund and the Accounting Affiliates
             during the fiscal year in which the services are provided;

         (2) Such services were not recognized by the Fund at the time of the
             engagement for such services to be non-audit services; and

         (3) Such services are promptly brought to the attention of the
             Committee and approved prior to the completion of the audit by the
             Committee or by the Committee Chairman (or any other Committee
             member who is a disinterested trustee under the Investment Company
             Act to whom this Committee Chairman or other delegate shall be
             reported to the full Committee at its next regularly scheduled
             meeting.

             e) 2. No services were approved pursuant to the procedures
         contained in paragraph (C) (7) (i) (C) of Rule 2-01 of Registration
         S-X.



             f) Not applicable

             g) Non-audit fees. The aggregate non-audit fees billed by the
         Auditor for services rendered to the Registrant, and rendered to the
         Adviser, for the 2004 Reporting Period was $4,065,376 and the 2005
         Reporting Period was $2,548,181.

             h) Auditor Independence. The Registrant's Audit Oversight Committee
         has considered whether the provision of non-audit services that were
         rendered to the Adviser which were not pre-approved is compatible with
         maintaining the Auditor's independence.

ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANT

The Fund has a separately designated standing audit committee established in
accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934. The
audit committee of the Fund is comprised of Robert E. Connor, Paul Belica, John
J. Dalessandro II, Hans W. Kertess and R. Peter Sullivan III.

ITEM 6. SCHEDULE OF INVESTMENTS Schedule of Investments is included as part of
the report to shareholders filed under Item 1 of this form.

ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END
MANAGEMENT INVESTMENT COMPANIES

The registrant has delegated the voting of proxies relating to its voting
securities to its sub-adviser, Pacific Investment Management Co. (the
"Sub-Adviser"). The Proxy Voting Policies and Procedures of the Sub-Adviser are
included as an Exhibit 99.PROXYPOL hereto.

ITEM 8. PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES

Not effective at time of filing.

ITEM 9. PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT
COMPANY AND AFFILIATED COMPANIES

                                                     TOTAL NUMBER
                                                  OF SHARES PURCHASED       MAXIMUM NUMBER OF
                   TOTAL NUMBER      AVERAGE      AS PART OF PUBLICLY    SHARES THAT MAY YET BE
                    OF SHARES      PRICE PAID     ANNOUNCED PLANS OR    PURCHASED UNDER THE PLANS
        PERIOD      PURCHASED       PER SHARE          PROGRAMS                OR PROGRAMS
        ------      ---------       ---------          --------                -----------
June 2004              N/A             N/A                N/A                      N/A
July 2004              N/A             N/A                N/A                      N/A
August 2004            N/A             N/A                N/A                      N/A
September 2004         N/A            14.28             36,445                     N/A
October 2004           N/A            14.31             36,208                     N/A
November 2004          N/A            14.47             34,785                     N/A
December 2004          N/A             N/A                N/A                      N/A
January 2005           N/A             N/A                N/A                      N/A
February 2005          N/A            14.81             34,203                     N/A
March 2005             N/A            14.82             34,972                     N/A
April 2005             N/A            14.69             36,024                     N/A
May 2005               N/A            14.80             34,894                     N/A


ITEM 10. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

There have been no material changes to the procedures by which shareholders may
recommend nominees to the Fund's Board of Trustees since the Fund last provided
disclosure in response to this item.



ITEM 11. CONTROLS AND PROCEDURES

(a)      The registrant's President and Chief Executive Officer and Principal
         Financial Officer have concluded that the registrant's disclosure
         controls and procedures (as defined in Rule 30a-2(c) under the
         Investment Company Act of 1940, as amended are effective based on their
         evaluation of these controls and procedures as of a date within 90 days
         of the filing date of this document.

(b)      There were no significant changes in the registrant's internal controls
         or in factors that could affect these controls subsequent to the date
         of their evaluation, including any corrective actions with regard to
         significant deficiencies and material weaknesses.

ITEM 12. EXHIBITS

(a)(1)   Exhibit 99.CODE ETH - Code of Ethics

(a)(2)   Exhibit 99.Cert. - Certification pursuant to Section 302 of the
         Sarbanes-Oxley Act of 2002

(b)      Exhibit 99.906Cert. - Certification pursuant to Section 906 of the
         Sarbanes-Oxley Act of 2002

Exhibit 99.PROXYPOL - Proxy Voting Policies and Procedures




                                    Signature

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.

(Registrant)PIMCO Municipal
            Income Fund II
            -----------------------

By /s/ Brian S. Shlissel
- ------------------------
President and Chief Executive Officer

Date August 9, 2005
- -------------------

By /s/ Lawrence G. Altadonna
- ----------------------------
Treasurer, Principal Financial & Accounting Officer

Date August 9, 2005
- -------------------


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/ Brian S. Shlissel
- ------------------------
President and Chief Executive Officer

Date August 9, 2005
- -------------------

By /s/ Lawrence G. Altadonna
- ----------------------------
Treasurer, Principal Financial & Accounting Officer

Date August 9, 2005
- -------------------

EX-99.CODE ETH

                                                            EXHIBIT 99.(CODEETH)

                       ALLIANZ GLOBAL INVESTORS OF AMERICA

          CODE OF ETHICS PURSUANT TO SECTION 406 OF THE SARBANES-OXLEY
            ACT OF 2002 FOR PRINCIPAL EXECUTIVE AND SENIOR FINANCIAL
                                    OFFICERS

                                 AUGUST 19, 2003
                         (AS REVISED ON OCTOBER 1, 2004)

I.    COVERED PERSONS/PURPOSE OF THE CODE

This Code of Ethics (this "Code") pursuant to Section 406 of the Sarbanes-Oxley
Act of 2002 has been adopted by the registered investment companies (each a
"Fund" and, collectively, the "Funds") listed on EXHIBIT A and, except as
provided in Section VI below, applies to each Fund's Principal Executive
Officer, Principal Financial Officer and Principal Accounting Officer (the
"Covered Officers") and each Trustee of the Fund who is an "interested person"
of the Fund (as defined in Section 2(a)(19) of the Investment Company Act of
1940) because such Trustee is an interested person of the Fund's investment
adviser or principal underwriter ("Covered Trustees" and, together with the
Covered Officers, the "Covered Persons"). Each Covered Person is identified in
EXHIBIT B.

This Code has been adopted for the purpose of promoting:

                        o     honest and ethical conduct, including the ethical
            handling of actual or apparent conflicts of interest between
            personal and professional relationships;

                        o     full, fair, accurate, timely and understandable
            disclosure in reports and documents that a Fund files with, or
            submits to, the Securities and Exchange Commission ("SEC") and in
            other public communications made by a Fund;

                        o     compliance with applicable laws and governmental
            rules and regulations;

                        o     the prompt internal reporting of violations of the
            Code to an appropriate person or persons identified in the Code; and

                        o     accountability for adherence to the Code.

Each Covered Person should adhere to a high standard of business ethics and
should be sensitive to situations that may give rise to conflicts of interest.




II.   COVERED PERSONS SHOULD HANDLE ETHICALLY ANY ACTUAL OR APPARENT CONFLICTS
      OF INTEREST

OVERVIEW. A "conflict of interest" occurs when a Covered Person's private
interest interferes with the interests of, or his service to, the relevant Fund.
For example, a conflict of interest would arise if a Covered Person, or a member
of the Covered Person's family, receives improper personal benefits as a result
of the Covered Person's position with the relevant Fund.

Certain conflicts of interest arise out of the relationships between Covered
Persons and the relevant Fund and already are subject to conflict of interest
provisions and procedures in the Investment Company Act of 1940 (including the
regulations thereunder, the "1940 Act") and the Investment Advisers Act of 1940
(including the regulations thereunder, the "Investment Advisers Act"). Indeed,
conflicts of interest are endemic for certain registered management investment
companies and those conflicts are both substantially and procedurally dealt with
under the 1940 Act. For example, Covered Persons may not engage in certain
transactions with a Fund because of their status as "affiliated persons" of such
Fund. The compliance program of each Fund and the compliance programs of its
investment advisers (including sub-advisers), principal underwriter and
administrator or sub-administrator (each a "Service Provider" and, collectively,
the "Service Providers") are reasonably designed to prevent, or identify and
correct, violations of many of those provisions, although they are not designed
to provide absolute assurance as to those matters. This Code does not, and is
not intended to, repeat or replace these programs and procedures, and such
conflicts fall outside of the parameters of this Code. See also Section V of
this Code.

Although typically not presenting an opportunity for improper personal benefit,
conflicts arise from, or as a result of, the contractual relationship between a
Fund and its Service Providers of which the Covered Persons are also officers or
employees. As a result, this Code recognizes that the Covered Persons will, in
the normal course of their duties (whether for the Funds or for a Service
Provider, or for both), be involved in establishing policies and implementing
decisions that will have different effects on the Service Providers and the
Funds. The participation of the Covered Persons in such activities is inherent
in the contractual relationships between the Funds and their Service Providers
and is consistent with the performance by the Covered Persons of their duties as
officers of the relevant Fund. Thus, if performed in conformity with the
provisions of the 1940 Act, the Investment Advisers Act, other applicable law
and the relevant Fund's constitutional documents, such activities will be deemed
to have been handled ethically. Frequently, the 1940 Act establishes, as a
mechanism for dealing with conflicts, disclosure to and approval by the
Directors/Trustees of a Fund who are not "interested persons" of such Fund under
the 1940 Act. In addition, it is recognized by the Funds' Boards of
Directors/Trustees ("Boards") that the Covered Persons may also be officers or
employees of one or more other investment companies covered by this or other
codes and that such service, by itself, does not give rise to a conflict of
interest.

Other conflicts of interest are covered by the Code, even if such conflicts of
interest are not the subject of provisions of the 1940 Act and the Investment
Advisers

                                       2



Act. The following list provides examples of conflicts of interest under the
Code, but Covered Persons should bear in mind that these examples are not
exhaustive. The overarching principle is that the personal interest of a Covered
Person should not be placed improperly before the interest of the relevant Fund,
unless the personal interest has been disclosed to and approved by other
officers of such Fund or such Fund's Independent Trustees.

                                     * * * *

Each Covered Person must not:

                        o     use his personal influence or personal
            relationships improperly to influence investment decisions or
            financial reporting by the relevant Fund whereby the Covered Person
            would benefit personally to the detriment of such Fund;

                        o     cause the relevant Fund to take action, or fail to
            take action, for the individual personal benefit of the Covered
            Person rather than the benefit such F

                        o     retaliate against any other Covered Person or any
            employee of the Funds or their Service Providers for reports of
            potential violations that are made

There are some conflict of interest situations that should always be approved by
the President of the relevant Fund (or, with respect to activities of the
President, by the Chairman of the relevant Fund). These conflict of interest
situations are listed below:

                        o     service on the board of directors or governing
            board of a publicly traded entity;

                        o     acceptance of any investment opportunity or of any
            material gift or gratuity from any person or entity that does
            business, or desires to do business, with the relevant Fund. For
            these purposes, material gifts do not include (i) gifts from a
            single giver so long as their aggregate annual value does not exceed
            the equivalent of $100.00 or (ii) attending business meals, business
            related conferences, sporting events and other entertainment events
            at the expense of a giver, so long as the expense is reasonable and
            both the Covered Person and the giver are present.

                        o     any ownership interest in, or any consulting or
            employment relationship with, any entities doing business with the
            relevant Fund, other than a Service Provider or an affiliate of a
            Service Provider. This restriction shall not apply to or otherwise
            limit the ownership of publicly traded securities so long as the
            Covered Person's ownership does not exceed more than 2% of the
            outstanding securities of the relevant class.

                                       3



                        o     a direct or indirect financial interest in
            commissions, transaction charges or spreads paid by the relevant
            Fund for effecting portfolio transactions or for selling or
            redeeming shares other than an interest arising from the Covered
            Person's employment with a Service Provider or its affiliate. This
            restriction shall not apply to or otherwise limit the ownership of
            publicly traded securities so long as the Covered Person's ownership
            does not exceed more than 2% of the particular class of security
            outstanding.

III.  DISCLOSURE AND COMPLIANCE

                        o     No Covered Person should knowingly misrepresent,
            or cause others to misrepresent, facts about the relevant Fund to
            others, whether within or outside such Fund, including to such
            Fund's Board and auditors, and to governmental regulators and
            self-regulatory organizations;

                        o     each Covered Person should, to the extent
            appropriate within his area of responsibility, consult with other
            officers and employees of the Funds and the Service Providers or
            with counsel to the Funds with the goal of promoting full, fair,
            accurate, timely and understandable disclosure in the registration
            statements or periodic reports that the Funds file with, or submit
            to, the SEC (which, for sake of clarity, does not include any sales
            literature, omitting prospectuses, or "tombstone" advertising
            prepared by the relevant Fund's principal underwriter(s)); and

                        o     it is the responsibility of each Covered Person to
            promote compliance with the standards and restrictions imposed by
            applicable laws, rules and reg

IV.   REPORTING AND ACCOUNTABILITY

                  Each Covered Person must:

                        o     upon adoption of the Code (or thereafter as
            applicable, upon becoming a Covered Person), affirm in writing to
            the relevant Fund that he has received, read, and understands the
            Code;

                        o     provide full and fair responses to all questions
            asked in any Trustee and Officer Questionnaire provided by the
            relevant Fund as well as with respect to any supplemental request
            for information; and

                        o     notify the President of the relevant Fund promptly
            if he is convinced to a moral certainty that there has been a
            material violation of this Code (with respect to violations by a
            President, the Covered Person shall report to the Chairman of the
            relevant Fund).

The President of each Fund is responsible for applying this Code to specific
situations in which questions are presented under it and, in consultation with
the Fund's

                                       4



Chief Compliance Officer ("CCO"), has the authority to interpret this Code in
any particular situation. However, any approvals or waivers sought by the
President will be considered by the Chairman of the relevant Fund.

The Funds will follow these procedures in investigating and enforcing this Code:

                        o     the President will take all appropriate action to
            investigate any potential material violations reported to him, which
            actions may include the use of internal or external counsel,
            accountants or other personnel;

                        o     if, after such investigation, the President
            believes that no material violation has occurred, the President is
            not required to take any further action;

                        o     any matter that the President believes is a
            material violation will be reported to the Fund's CCO;

                        o     if the CCO concurs that a material violation has
            occurred, it will inform and make a recommendation to the Fund's
            Board of Trustees, which will consider appropriate action, which may
            include review of, and appropriate modifications to applicable
            policies and procedures; notification to appropriate personnel of a
            Service Provider or its board; or a recommendation to dismiss the
            Covered Officer or remove a Covered Trustee; and

                        o     the Board of Trustees may grant waivers under this
            Code, as it deems appropriate.

V.    PUBLIC DISCLOSURE OF CHANGES AND WAIVERS

Any amendments to or waivers under this Code relating to a Covered Officer will,
to the extent required by the SEC's rules, be disclosed on the Fund's website or
in the Fund's N-CSR; amendments to or waivers under this Code relating to a
Covered Trustee but not a Covered Officer will NOT be so disclosed.(1)

VI.   OTHER POLICIES AND PROCEDURES

This Code shall be the sole code of ethics adopted by the Funds for purposes of
Section 406 of the Sarbanes-Oxley Act and the rules and forms applicable to
registered investment companies thereunder. Insofar as other policies or
procedures of the Funds or the Funds' Service Providers govern or purport to
govern the behavior or activities of the Covered Persons who are subject to this
Code, they are superseded by this Code to the extent that they conflict with the
provisions of this Code. The Funds' and their Service Providers's codes of
ethics under Rule 17j-1 under the 1940 Act and the Service

- ----------
(1) The amendment to this Code applying the Code's provisions to Covered
Trustees is not required to be disclosed. See, E.G., Item 2(c) of Form N-CSR.


                                       5



Providers's more detailed compliance policies and procedures are separate
requirements applying to the Covered Persons and others, and are not part of
this Code.

VII.  AMENDMENTS

Any material amendments to this Code, other than amendments to Exhibit A, must
be approved or ratified by a majority vote of the Board.

VIII. CONFIDENTIALITY

All reports and records prepared or maintained pursuant to this Code will be
considered confidential and shall be maintained and protected accordingly.
Except as otherwise required by law or this Code, such matters shall not be
disclosed to anyone except as permitted by the Board.

IX.   INTERNAL USE

The Code is intended solely for the internal use by the Funds and does not
constitute an admission, by or on behalf of any Fund, as to any fact,
circumstance, or legal conclusion.

Date:

                                       6



EXHIBIT A

REGISTERED INVESTMENT COMPANIES

Allianz Funds

Allianz Global Investors Fund Management Sponsored Closed-End Funds

Fixed Income SHares

Premier VIT

                                       7



EXHIBIT B

COVERED PERSONS

ALLIANZ FUNDS

Covered Officers: Blake Moore, Jr., John P. Hardaway

Covered Trustee: David Flattum

FIXED INCOME SHARES

Covered Officers: Brian S. Shlissel, Lawrence G. Altadonna

Covered Trustee: David Flattum

ALLIANZ GLOBAL INVESTORS FUND MANAGEMENT SPONSORED CLOSED-END FUNDS

Covered Officers: Brian S. Shlissel, Lawrence G. Altadonna

Covered Trustee: David Flattum

PREMIER VIT

Covered Officers: Brian S. Shlissel, Lawrence G. Altadonna

Covered Trustee:  Brian S. Shlissel

                                       8

EX-99.CERT

                                                                      EX-99.CERT

                            FORM N-CSR CERTIFICATION

I, Brian S. Shlissel, certify that:

          1. I have reviewed this report on the Form N-CSR of the PIMCO
Municipal Income Fund II;

          2. Based on my knowledge, the report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by the report;

          3. Based on my knowledge, the financial statements, and other
financial information included in this report, fairly present in all material
respects the financial condition, results of operations, changes in net assets,
and cash flows (if the financial statements are required to include a statement
of cash flows) of the registrant as of, and for, the periods in this report:

          4. The registrant's other certifying officers and I are responsible
for establishing and maintaining disclosure controls and procedures (as defined
in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control
over financial reporting (as defined in Rule 30a-3(d) under the Investment
Company Act of 1940) for the registrant and have:

                    (a) Designed such disclosure controls and procedures, or
          caused such disclosure controls and procedures to be designed under
          our supervision, to ensure that material information relating to the
          registrant, including its consolidated subsidiaries, is made known to
          us by others within those entities, particularly during the period in
          which this report is being prepared:

                    (b) Designed such internal control over financial reporting,
          or caused such internal control over financial reporting to be
          designed under our supervision, 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:

                    (c) Evaluated the effectiveness of the registrant's
          disclosure controls and procedures and presented in this report our
          conclusions about the effectiveness of the disclosure controls and
          procedures, as of a date within 90 days prior to the filing date of
          this report based on such evaluation; and

                    (d) Disclosed in this report any change in the registrant's
          internal control over financial reporting that occurred during the
          registrant's most recent fiscal half-year (the registrant's second
          fiscal half-year in the case of an annual report) that has materially
          affected, or is reasonably likely to materially affect, the
          registrant's internal control over financial reporting; and

          5. The registrant's other certifying officers and I have disclosed to
the registrant's auditors and the audit committee of the registrant's board of
directors (or persons performing the equivalent functions):

                    (a) All significant deficiencies and material weaknesses in
          the design or operation of internal control over financial reporting
          which are reasonably likely to adversely affect the registrant's
          ability to record, process, summarize, and report financial
          information; and

                    (b) Any fraud, whether or not material, that involves
          management or other employees who have a significant role in the
          registrant's internal controls over financial reporting.


Dated: August 9, 2005

/s/ Brian S. Shlissel
- -----------------------------------
Brian S. Shlissel
President & Chief Executive Officer



                            FORM N-CSR CERTIFICATION

I, Lawrence G. Altadonna, certify that:

          1. I have reviewed this report on the Form N-CSR of the PIMCO
Municipal Income Fund II;

          2. Based on my knowledge, the report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by the report;

          3. Based on my knowledge, the financial statements, and other
financial information included in this report, fairly present in all material
respects the financial condition, results of operations, changes in net assets,
and cash flows (if the financial statements are required to include a statement
of cash flows) of the registrant as of, and for, the periods in this report:

          4. The registrant's other certifying officers and I are responsible
for establishing and maintaining disclosure controls and procedures (as defined
in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control
over financial reporting (as defined in Rule 30a-3(d) under the Investment
Company Act of 1940) for the registrant and have:

                    (a) Designed such disclosure controls and procedures, or
          caused such disclosure controls and procedures to be designed under
          our supervision, to ensure that material information relating to the
          registrant, including its consolidated subsidiaries, is made known to
          us by others within those entities, particularly during the period in
          which this report is being prepared:

                    (b) Designed such internal control over financial reporting,
          or caused such internal control over financial reporting to be
          designed under our supervision, 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:

                    (c) Evaluated the effectiveness of the registrant's
          disclosure controls and procedures and presented in this report our
          conclusions about the effectiveness of the disclosure controls and
          procedures, as of a date within 90 days prior to the filing date of
          this report based on such evaluation; and

                    (d) Disclosed in this report any change in the registrant's
          internal control over financial reporting that occurred during the
          registrant's most recent fiscal half-year (the registrant's second
          fiscal half-year in the case of an annual report) that has materially
          affected, or is reasonably likely to materially affect, the
          registrant's internal control over financial reporting; and

          5. The registrant's other certifying officers and I have disclosed to
the registrant's auditors and the audit committee of the registrant's board of
directors (or persons performing the equivalent functions):

                    (a) All significant deficiencies and material weaknesses in
          the design or operation of internal control over financial reporting
          which are reasonably likely to adversely affect the registrant's
          ability to record, process, summarize, and report financial
          information; and

                    (b) Any fraud, whether or not material, that involves
          management or other employees who have a significant role in the
          registrant's internal controls over financial reporting.


Dated: August 9, 2005

/s/ Lawrence G. Altadonna
- ---------------------------------------
Lawrence G. Altadonna
Treasurer, Principal Financial & Accounting Officer

EX-99.906CERT

                                                                   EX-99.906CERT

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and
(b) of section 1350, chapter 63 of title 18, United States Code), each of the
undersigned officer of PIMCO Municipal Income Fund II (the "Registrant"), do
hereby certifies, to such officer's knowledge, that

                    (1) the Annual Report on the Form N-CSR for the period ended
          May 31, 2005 (the "Form N-CSR") fully complies with the requirements
          of Section 13(a) or 15(d) of the Securities Exchange Act of 1934: and

                    (2) The information contained in the Form N-CSR fairly
          presents, in all material respects, the financial condition and
          results of operations of the Registrant.

Dated:  August 9, 2005

/s/ Brian S. Shlissel
- ----------------------------------------------------------
Brian S. Shlissel
President & Chief Executive Officer

A signed original of this written statement required by Section 906, or other
document authenticating, acknowledging, or otherwise adopting the signature that
appears in typed form within the version of this written statement required by
Section 906, has been provided to PIMCO Municipal Income Fund II and furnished
to the Securities and Exchange Commission or its staff upon request.

This certification is being furnished solely pursuant to 18 U.S.C. ss 1350 and
is not being filed as part of the Report or as a separate disclosure document.


Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and
(b) of section 1350, chapter 63 of title 18, United States Code), each of the
undersigned officer of PIMCO Municipal Income Fund II (the "Registrant"), do
hereby certifies, to such officer's knowledge, that

                    (3) the Annual Report on the Form N-CSR for the period ended
          May 31, 2005 (the "Form N-CSR") fully complies with the requirements
          of Section 13(a) or 15(d) of the Securities Exchange Act of 1934: and

                    (4) The information contained in the Form N-CSR fairly
          presents, in all material respects, the financial condition and
          results of operations of the Registrant.

Dated: August 9, 2005

/s/ Lawrence G. Altadonna
- ----------------------------------------------------------
Lawrence G. Altadonna
Treasurer, Principal Financial & Accounting Officer

A signed original of this written statement required by Section 906, or other
document authenticating, acknowledging, or otherwise adopting the signature that
appears in typed form within the version of this written statement required by
Section 906, has been provided to PIMCO Municipal Income Fund II, and furnished
to the Securities and Exchange Commission or its staff upon request.

This certification is being furnished solely pursuant to 18 U.S.C. ss 1350 and
is not being filed as part of the Report or as a separate disclosure document.

EX-99.PROXYPOL

                                                                  EX-99.PROXYPOL

                    PACIFIC INVESTMENT MANAGEMENT COMPANY LLC

                      PROXY VOTING POLICIES AND PROCEDURES

The following are general proxy voting policies and procedures ("Policies and
Procedures") adopted by Pacific Investment Management Company LLC ("PIMCO"), an
investment adviser registered under the Investment Advisers Act of 1940, as
amended ("Advisers Act").(1) PIMCO serves as the investment adviser to a wide
range of domestic and international clients, including investment companies
registered under the Investment Company Act of 1940, as amended ("1940 Act") and
separate investment accounts for other clients.(2) These Policies and Procedures
are adopted to ensure compliance with Rule 206(4)-6 under the Advisers Act,
other applicable fiduciary obligations of PIMCO and the applicable rules and
regulations of the Securities and Exchange Commission ("SEC") and
interpretations of its staff. In addition to SEC requirements governing
advisers, PIMCO's Policies and Procedures reflect the long-standing fiduciary
standards and responsibilities applicable to investment advisers with respect to
accounts subject to the Employee Retirement Income Security Act of 1974
("ERISA"), as set forth in the Department of Labor's rules and regulations.(3)

PIMCO will implement these Policies and Procedures for each of its respective
clients as required under applicable law, unless expressly directed by a client
in writing to refrain from voting that client's proxies. PIMCO's authority to
vote proxies on behalf of its clients is established by its advisory contracts,
comparable documents or by an overall delegation of discretionary authority over
its client's assets. Recognizing that proxy voting is a rare event in the realm
of fixed income investing and is typically limited to solicitation of consent to
changes in features of debt securities, these Policies and Procedures also apply
to any voting rights and/or consent rights of PIMCO, on behalf of its clients,
with respect to debt securities, including but not limited to, plans of
reorganization, and waivers and consents under applicable indentures.(4)

- ----------
            (1)   These Policies and Procedures are adopted by PIMCO pursuant to
      Rule 206(4)-6 under the Advisers Act, effective August 6, 2003. SEE PROXY
      VOTING BY INVESTMENT ADVISERS, IA Release No. 2106 (January 31, 2003).

            (2)   These Policies and Procedures address proxy voting
      considerations under U.S. law and regulations and do not address the laws
      or requirements of other jurisdictions.

            (3)   Department of Labor Bulletin 94-2, 29 C.F.R. 2509.94-2 (July
      29, 1994). If a client is subject to ERISA, PIMCO will be responsible for
      voting proxies with respect to the client's account, unless the client has
      expressly retained the right and obligation to vote the proxies, and
      provided prior written notice to PIMCO of this retention.

            (4)   For purposes of these Policies and Procedures, proxy voting
      includes any voting rights, consent rights or other voting authority of
      PIMCO on behalf of its clients.




Set forth below are PIMCO's Policies and Procedures with respect to any voting
or consent rights of advisory clients over which PIMCO has discretionary voting
authority. These Policies and Procedures may be revised from time to time.

GENERAL STATEMENTS OF POLICY

These Policies and Procedures are designed and implemented in a manner
reasonably expected to ensure that voting and consent rights are exercised in
the best interests of PIMCO's clients. Each proxy is voted on a case-by-case
basis taking into consideration any relevant contractual obligations as well as
other relevant facts and circumstances.

PIMCO may abstain from voting a client proxy under the following circumstances:
(1) when the economic effect on shareholders' interests or the value of the
portfolio holding is indeterminable or insignificant; or (2) when the cost of
voting the proxies outweighs the benefits.

CONFLICTS OF INTEREST

PIMCO seeks to resolve any material conflicts of interest by voting in good
faith in the best interest of its clients. If a material conflict of interest
should arise, PIMCO will seek to resolve such conflict in the client's best
interest by pursuing any one of the following courses of action:

                        1.    convening an ad-hoc committee to assess and
            resolve the conflict;(5)

                        2.    voting in accordance with the instructions/consent
            of a client after providing notice of and disclosing the conflict to
            that client;

                        3.    voting the proxy in accordance with the
            recommendation of an independent third-party service provider;

                        4.    suggesting that the client engage another party to
            determine how the proxies should be voted;

                        5.    delegating the vote to an independent third-party
            service provider; or

                        6.    voting in accordance with the factors discussed in
            these Policies and Procedures.

PIMCO will document the process of resolving any identified material conflict of
interest.


- ----------
            (5)   Any committee must be comprised of personnel who have no
      direct interest in the outcome of the potential conflict.

                                       2



REPORTING REQUIREMENTS AND THE AVAILABILITY OF PROXY VOTING RECORDS

Except to the extent required by applicable law or otherwise approved by PIMCO,
PIMCO will not disclose to third parties how it voted a proxy on behalf of a
client. However, upon request from an appropriately authorized individual, PIMCO
will disclose to its clients or the entity delegating the voting authority to
PIMCO for such clients (E.G., trustees or consultants retained by the client),
how PIMCO voted such client's proxy. In addition, PIMCO provides its clients
with a copy of these Policies and Procedures or a concise summary of these
Policies and Procedures: (i) in Part II of Form ADV; (ii) together with a
periodic account statement in a separate mailing; or (iii) any other means as
determined by PIMCO. The summary will state that these Policies and Procedures
are available upon request and will inform clients that information about how
PIMCO voted that client's proxies is available upon request.

PIMCO RECORD KEEPING

PIMCO or its agent maintains proxy voting records as required by Rule 204-2(c)
of the Advisers Act. These records include: (1) a copy of all proxy voting
policies and procedures; (2) proxy statements (or other disclosures accompanying
requests for client consent) received regarding client securities (which may be
satisfied by relying on obtaining a copy of a proxy statement from the SEC's
Electronic Data Gathering, Analysis, and Retrieval (EDGAR) system or a third
party provided that the third party undertakes to provide a copy promptly upon
request); (3) a record of each vote cast by PIMCO on behalf of a client; (4) a
copy of any document created by PIMCO that was material to making a decision on
how to vote proxies on behalf of a client or that memorializes the basis for
that decision; and (5) a copy of each written client request for proxy voting
records and any written response from PIMCO to any (written or oral) client
request for such records. Additionally, PIMCO or its agent maintains any
documentation related to an identified material conflict of interest.

Proxy voting books and records are maintained by PIMCO or its agent in an easily
accessible place for a period of five years from the end of the fiscal year
during which the last entry was made on such record, the first two years in the
offices of PIMCO or its agent.

REVIEW AND OVERSIGHT

PIMCO's proxy voting procedures are described below. PIMCO's Compliance Group
will provide for the supervision and periodic review, no less than on a
quarterly basis, of its proxy voting activities and the implementation of these
Policies and Procedures.

Because PIMCO has contracted with State Street Investment Manager Solutions, LLC
("IMS West") to perform portfolio accounting, securities processing and
settlement processing on behalf of PIMCO, certain of the following procedures
involve IMS West in administering and implementing the proxy voting process. IMS
West will review and monitor the proxy voting process to ensure that proxies are
voted on a timely basis.

                                       3



1.    TRANSMIT PROXY TO PIMCO. IMS West will forward to PIMCO's Middle Office
Group each proxy received from registered owners of record (E.G., custodian bank
or other third party service providers).

2.    CONFLICTS OF INTEREST. PIMCO's Middle Office Group will review each proxy
to determine whether there may be a material conflict between PIMCO and its
client. As part of this review, the group will determine whether the issuer of
the security or proponent of the proposal is a client of PIMCO, or if a client
has actively solicited PIMCO to support a particular position. If no conflict
exists, this group will forward each proxy to the appropriate portfolio manager
for consideration. However, if a conflict does exist, PIMCO's Middle Office
Group will seek to resolve any such conflict in accordance with these Policies
and Procedures.

3.    VOTE. The portfolio manager will review the information, will vote the
proxy in accordance with these Policies and Procedures and will return the voted
proxy to PIMCO's Middle Office Group.

4.    REVIEW. PIMCO's Middle Office Group will review each proxy that was
submitted to and completed by the appropriate portfolio manager. PIMCO's Middle
Office Group will forward the voted proxy back to IMS West with the portfolio
manager's decision as to how it should be voted.

5.    TRANSMITTAL TO THIRD PARTIES. IMS West will document the portfolio
manager's decision for each proxy received from PIMCO's Middle Office Group in a
format designated by the custodian bank or other third party service provider.
IMS West will maintain a log of all corporate actions, including proxy voting,
which indicates, among other things, the date the notice was received and
verified, PIMCO's response, the date and time the custodian bank or other third
party service provider was notified, the expiration date and any action taken.

6.    INFORMATION BARRIERS. Certain entities controlling, controlled by, or
under common control with PIMCO ("Affiliates") may be engaged in banking,
investment advisory, broker-dealer and investment banking activities. PIMCO
personnel and PIMCO's agents are prohibited from disclosing information
regarding PIMCO's voting intentions to any Affiliate. Any PIMCO personnel
involved in the proxy voting process who are contacted by an Affiliate regarding
the manner in which PIMCO or its delegate intend to vote on a specific issue
must terminate the contact and notify the Compliance Group immediately.

CATEGORIES OF PROXY VOTING ISSUES

In general, PIMCO reviews and considers corporate governance issues related to
proxy matters and generally supports proposals that foster good corporate
governance practices. PIMCO considers each proposal on a case-by-case basis,
taking into consideration various factors and all relevant facts and
circumstances at the time of the vote. PIMCO may vote proxies as recommended by
management on routine matters related to the operation of the issuer and on
matters not expected to have a significant economic impact on the issuer and/or
shareholders, because PIMCO believes the recommendations by the issuer generally
are in shareholders' best

                                       4



interests, and therefore in the best economic interest of PIMCO's clients. The
following is a non-exhaustive list of issues that may be included in proxy
materials submitted to clients of PIMCO, and a non-exhaustive list of factors
that PIMCO may consider in determining how to vote the client's proxies.

BOARD OF DIRECTORS

1.    INDEPENDENCE. PIMCO may consider the following factors when voting on
director independence issues: (i) majority requirements for the board and the
audit, nominating, compensation and/or other board committees; and (ii) whether
the issuer adheres to and/or is subject to legal and regulatory requirements.

2.    DIRECTOR TENURE AND RETIREMENT. PIMCO may consider the following factors
when voting on limiting the term of outside directors: (i) the introduction of
new viewpoints on the board; (ii) a reasonable retirement age for the outside
directors; and (iii) the impact on the board's stability and continuity.

3.    NOMINATIONS IN ELECTIONS. PIMCO may consider the following factors when
voting on uncontested elections: (i) composition of the board; (ii) nominee
availability and attendance at meetings; (iii) any investment made by the
nominee in the issuer; and (iv) long-term corporate performance and the price of
the issuer's securities.

4.    SEPARATION OF CHAIRMAN AND CEO POSITIONS. PIMCO may consider the following
factors when voting on proposals requiring that the positions of chairman of the
board and the chief executive officer not be filled by the same person: (i) any
potential conflict of interest with respect to the board's ability to review and
oversee management's actions; and (ii) any potential effect on the issuer's
productivity and efficiency.

5.    D&O INDEMNIFICATION AND LIABILITY PROTECTION. PIMCO may consider the
following factors when voting on proposals that include director and officer
indemnification and liability protection: (i) indemnifying directors for conduct
in the normal course of business; (ii) limiting liability for monetary damages
for violating the duty of care; (iii) expanding coverage beyond legal expenses
to acts that represent more serious violations of fiduciary obligation than
carelessness (E.G. negligence); and (iv) providing expanded coverage in cases
where a director's legal defense was unsuccessful if the director was found to
have acted in good faith and in a manner that he or she reasonably believed was
in the best interests of the company.

6.    STOCK OWNERSHIP. PIMCO may consider the following factors when voting on
proposals on mandatory share ownership requirements for directors: (i) the
benefits of additional vested interest in the issuer's stock; (ii) the ability
of a director to fulfill his duties to the issuer regardless of the extent of
his stock ownership; and (iii) the impact of limiting the number of persons
qualified to be directors.

                                       5



PROXY CONTESTS AND PROXY CONTEST DEFENSES

1.    CONTESTED DIRECTOR NOMINATIONS. PIMCO may consider the following factors
when voting on proposals for director nominees in a contested election: (i)
background and reason for the proxy contest; (ii) qualifications of the director
nominees; (iii) management's track record; (iv) the issuer's long-term financial
performance within its industry; (v) assessment of what each side is offering
shareholders; (vi) the likelihood that the proposed objectives and goals can be
met; and (vii) stock ownership positions of the director nominees.

2.    REIMBURSEMENT FOR PROXY SOLICITATION EXPENSES. PIMCO may consider the
following factors when voting on reimbursement for proxy solicitation expenses:
(i) identity of the persons who will pay the expenses; (ii) estimated total cost
of solicitation; (iii) total expenditures to date; (iv) fees to be paid to proxy
solicitation firms; and (v) when applicable, terms of a proxy contest
settlement.

3.    ABILITY TO ALTER THE SIZE OF THE BOARD BY SHAREHOLDERS. PIMCO may consider
whether the proposal seeks to fix the size of the board and/or require
shareholder approval to alter the size of the board.

4.    ABILITY TO REMOVE DIRECTORS BY SHAREHOLDERS. PIMCO may consider whether
the proposal allows shareholders to remove directors with or without cause
and/or allow shareholders to elect directors and fill board vacancies.

5.    CUMULATIVE VOTING. PIMCO may consider the following factors when voting on
cumulative voting proposals: (i) the ability of significant stockholders to
elect a director of their choosing; (ii) the ability of minority shareholders to
concentrate their support in favor of a director(s) of their choosing; and (iii)
any potential limitation placed on the director's ability to work for all
shareholders.

6.    SUPERMAJORITY SHAREHOLDER REQUIREMENTS. PIMCO may consider all relevant
factors, including but not limited to limiting the ability of shareholders to
effect change when voting on supermajority requirements to approve an issuer's
charter or bylaws, or to approve a merger or other significant business
combination that would require a level of voting approval in excess of a simple
majority.

TENDER OFFER DEFENSES

1.    CLASSIFIED BOARDS. PIMCO may consider the following factors when voting on
classified boards: (i) providing continuity to the issuer; (ii) promoting
long-term planning for the issuer; and (iii) guarding against unsolicited
takeovers.

2.    POISON PILLS. PIMCO may consider the following factors when voting on
poison pills: (i) supporting proposals to require a shareholder vote on other
shareholder rights plans; (ii) ratifying or redeeming a poison pill in the
interest of protecting the value of the issuer; and (iii) other alternatives to
prevent a takeover at a price clearly below the true value of the issuer.

                                       6



3.    FAIR PRICE PROVISIONS. PIMCO may consider the following factors when
voting on proposals with respect to fair price provisions: (i) the vote required
to approve the proposed acquisition; (ii) the vote required to repeal the fair
price provision; (iii) the mechanism for determining fair price; and (iv)
whether these provisions are bundled with other anti-takeover measures (E.G.,
supermajority voting requirements) that may entrench management and discourage
attractive tender offers.

CAPITAL STRUCTURE

1.    STOCK AUTHORIZATIONS. PIMCO may consider the following factors to help
distinguish between legitimate proposals to authorize increases in common stock
for expansion and other corporate purchases and those proposals designed
primarily as an anti-takeover device: (i) the purpose and need for the stock
increase; (ii) the percentage increase with respect to the authorization
currently in place; (iii) voting rights of the stock; and (iv) overall
capitalization structure of the issuer.

2.    ISSUANCE OF PREFERRED STOCK. PIMCO may consider the following factors when
voting on the issuance of preferred stock: (i) whether the new class of
preferred stock has unspecified voting, conversion, dividend distribution, and
other rights; (ii) whether the issuer expressly states that the stock will not
be used as a takeover defense or carry superior voting rights; (iii) whether the
issuer specifies the voting, dividend, conversion, and other rights of such
stock and the terms of the preferred stock appear reasonable; and (iv) whether
the stated purpose is to raise capital or make acquisitions in the normal course
of business.

3.    STOCK SPLITS. PIMCO may consider the following factors when voting on
stock splits: (i) the percentage increase in the number of shares with respect
to the issuer's existing authorized shares; and (ii) the industry that the
issuer is in and the issuer's performance in that industry.

4.    REVERSED STOCK SPLITS. PIMCO may consider the following factors when
voting on reverse stock splits: (i) the percentage increase in the shares with
respect to the issuer's existing authorized stock; and (ii) issues related to
delisting the issuer's stock.

EXECUTIVE AND DIRECTOR COMPENSATION

1.    STOCK OPTION PLANS. PIMCO may consider the following factors when voting
on stock option plans: (i) whether the stock option plan expressly permits the
repricing of options; (ii) whether the plan could result in earnings dilution of
greater than a specified percentage of shares outstanding; (iii) whether the
plan has an option exercise price below the market price on the day of the
grant; (iv) whether the proposal relates to an amendment to extend the term of
options for persons leaving the firm voluntarily or for cause; and (v) whether
the stock option plan has certain other embedded features.

                                       7



2.    DIRECTOR COMPENSATION. PIMCO may consider the following factors when
voting on director compensation: (i) whether director shares are at the same
market risk as those of the issuer's shareholders; and (ii) how stock option
programs for outside directors compare with the standards of internal stock
option programs.

3.    GOLDEN AND TIN PARACHUTES. PIMCO may consider the following factors when
voting on golden and/or tin parachutes: (i) whether they will be submitted for
shareholder approval; and (ii) the employees covered by the plan and the quality
of management.

STATE OF INCORPORATION

STATE TAKEOVER STATUTES. PIMCO may consider the following factors when voting on
proposals to opt out of a state takeover statute: (i) the power the statute
vests with the issuer's board; (ii) the potential of the statute to stifle bids;
and (iii) the potential for the statute to empower the board to negotiate a
better deal for shareholders.

MERGERS AND RESTRUCTURINGS

1.    MERGERS AND ACQUISITIONS. PIMCO may consider the following factors when
voting on a merger and/or acquisition: (i) anticipated financial and operating
benefits as a result of the merger or acquisition; (ii) offer price; (iii)
prospects of the combined companies; (iv) how the deal was negotiated; and (v)
changes in corporate governance and the potential impact on shareholder rights.
PIMCO may also consider what impact the merger or acquisition may have on
groups/organizations other than the issuer's shareholders.

2.    CORPORATE RESTRUCTURINGS. With respect to a proxy proposal that includes a
spin-off, PIMCO may consider the tax and regulatory advantages, planned use of
sale proceeds, market focus, and managerial incentives. With respect to a proxy
proposal that includes an asset sale, PIMCO may consider the impact on the
balance sheet or working capital and the value received for the asset. With
respect to a proxy proposal that includes a liquidation, PIMCO may consider
management's efforts to pursue alternatives, the appraisal value of assets, and
the compensation plan for executives managing the liquidation.

INVESTMENT COMPANY PROXIES

For a client that is invested in an investment company, PIMCO votes each proxy
of the investment company on a case-by-case basis and takes all reasonable steps
to ensure that proxies are voted consistent with all applicable investment
policies of the client and in accordance with any resolutions or other
instructions approved by authorized persons of the client.

For a client that is invested in an investment company that is advised by PIMCO
or its affiliates, if there is a conflict of interest which may be presented
when voting for the client (E.G., a proposal to approve a contract between PIMCO
and the investment company), PIMCO will resolve the conflict by doing any one of
the following: (i) voting in accordance with the instructions/consent of the
client after providing notice of and disclosing the conflict to that

                                       8



client; (ii) voting the proxy in accordance with the recommendation of an
independent third-party service provider; or (iii) delegating the vote to an
independent third-party service provider.

1.    ELECTION OF DIRECTORS OR TRUSTEES. PIMCO may consider the following
factors when voting on the director or trustee nominees of a mutual fund: (i)
board structure, director independence and qualifications, and compensation paid
by the fund and the family of funds; (ii) availability and attendance at board
and committee meetings; (iii) investments made by the nominees in the fund; and
(iv) the fund's performance.

2.    CONVERTING CLOSED-END FUND TO OPEN-END FUND. PIMCO may consider the
following factors when voting on converting a closed-end fund to an open-end
fund: (i) past performance as a closed-end fund; (ii) the market in which the
fund invests; (iii) measures taken by the board to address any discount of the
fund's shares; (iv) past shareholder activism; (v) board activity; and (vi)
votes on related proposals.

3.    PROXY CONTESTS. PIMCO may consider the following factors related to a
proxy contest: (i) past performance of the fund; (ii) the market in which the
fund invests; (iii) measures taken by the board to address past shareholder
activism; (iv) board activity; and (v) votes on related proposals.

4.    INVESTMENT ADVISORY AGREEMENTS. PIMCO may consider the following factors
related to approval of an investment advisory agreement: (i) proposed and
current fee arrangements/schedules; (ii) fund category/investment objective;
(iii) performance benchmarks; (iv) share price performance as compared with
peers; and (v) the magnitude of any fee increase and the reasons for such fee
increase.

5.    POLICIES ESTABLISHED IN ACCORDANCE WITH THE 1940 ACT. PIMCO may consider
the following factors: (i) the extent to which the proposed changes
fundamentally alter the investment focus of the fund and comply with SEC
interpretation; (ii) potential competitiveness; (iii) regulatory developments;
and (iv) current and potential returns and risks.

6.    CHANGING A FUNDAMENTAL RESTRICTION TO A NON-FUNDAMENTAL RESTRICTION. PIMCO
may consider the following when voting on a proposal to change a fundamental
restriction to a non-fundamental restriction: (i) reasons given by the board and
management for the change; and (ii) the projected impact of the change on the
fund's portfolio.

7.    DISTRIBUTION AGREEMENTS. PIMCO may consider the following when voting on a
proposal to approve a distribution agreement: (i) fees charged to comparably
sized funds with similar investment objectives; (ii) the distributor's
reputation and past performance; and (iii) competitiveness of the fund among
other similar funds in the industry.

8.    NAMES RULE PROPOSALS. PIMCO may consider the following factors when voting
on a proposal to change a fund name, consistent with Rule 35d-1 of the 1940 Act:
(i) whether the fund invests a minimum of 80% of its assets in the type of
investments suggested by the

                                       9



proposed name; (ii) the political and economic changes in the target market; and
(iii) current asset composition.

9.    DISPOSITION OF ASSETS/TERMINATION/LIQUIDATION. PIMCO may consider the
following when voting on a proposal to dispose of fund assets, terminate, or
liquidate the fund: (i) strategies employed to salvage the fund; (ii) the fund's
past performance; and (iii) the terms of the liquidation.

10.   CHANGES TO CHARTER DOCUMENTS. PIMCO may consider the following when voting
on a proposal to change a fund's charter documents: (i) degree of change implied
by the proposal; (ii) efficiencies that could result; (iii) state of
incorporation; and (iv) regulatory standards and implications.

11.   CHANGING THE DOMICILE OF A FUND. PIMCO may consider the following when
voting on a proposal to change the domicile of a fund: (i) regulations of both
states; (ii) required fundamental policies of both states; and (iii) the
increased flexibility available.

12.   CHANGE IN FUND'S SUBCLASSIFICATION. PIMCO may consider the following when
voting on a change in a fund's subclassification from diversified to
non-diversified or to permit concentration in an industry: (i) potential
competitiveness; (ii) current and potential returns; (iii) risk of
concentration; and (iv) consolidation in the target industry.

DISTRESSED AND DEFAULTED SECURITIES

1.    WAIVERS AND CONSENTS. PIMCO may consider the following when determining
whether to support a waiver or consent to changes in provisions of indentures
governing debt securities which are held on behalf of clients: (i) likelihood
that the granting of such waiver or consent will potentially increase recovery
to clients; (ii) potential for avoiding cross-defaults under other agreements;
and (iii) likelihood that deferral of default will give the obligor an
opportunity to improve its business operations.

2.    VOTING ON CHAPTER 11 PLANS OF LIQUIDATION OR REORGANIZATION. PIMCO may
consider the following when determining whether to vote for or against a Chapter
11 plan in a case pending with respect to an obligor under debt securities which
are held on behalf of clients: (i) other alternatives to the proposed plan; (ii)
whether clients are treated appropriately and in accordance with applicable law
with respect to their distributions; (iii) whether the vote is likely to
increase or decrease recoveries to clients.

                                       10



MISCELLANEOUS PROVISIONS

1.    SUCH OTHER BUSINESS. Proxy ballots sometimes contain a proposal granting
the board authority to "transact such other business as may properly come before
the meeting." PIMCO may consider the following factors when developing a
position on proxy ballots that contain a proposal granting the board authority
to "transact such other business as may properly come before the meeting": (i)
whether the board is limited in what actions it may legally take within such
authority; and (ii) PIMCO's responsibility to consider actions before supporting
them.

2.    EQUAL ACCESS. PIMCO may consider the following factors when voting on
equal access: (i) the opportunity for significant company shareholders to
evaluate and propose voting recommendations on proxy proposals and director
nominees, and to nominate candidates to the board; and (ii) the added complexity
and burden of providing shareholders with access to proxy materials.

3.    CHARITABLE CONTRIBUTIONS. PIMCO may consider the following factors when
voting on charitable contributions: (i) the potential benefits to shareholders;
and (ii) the potential impact on the issuer's resources that could have been
used to increase shareholder value.

4.    SPECIAL INTEREST ISSUES. PIMCO may consider the following factors when
voting on special interest issues: (i) the long-term benefit to shareholders of
promoting corporate accountability and responsibility on social issues; (ii)
management's responsibility with respect to special interest issues; (iii) any
economic costs and restrictions on management; (iv) a client's instruction to
vote proxies in a specific manner and/or in a manner different from these
Policies and Procedures; and (v) the responsibility to vote proxies for the
greatest long-term shareholder value.

                                    * * * * *

232326.11.03

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