BLACKROCK MUNIHOLDINGS QUALITY FUND II, INC.

Regulatory Filings • Dec 19, 2011

N-23C-2 1 n23c2.htm n23c2.htm Licensed to: Skadden Arps Document Created using EDGARizer 2020 5.4.2.0 Copyright 1995 - 2009 Thomson Reuters. All rights reserved.

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

RULE 23C-2 NOTICE OF INTENTION TO REDEEM SECURITIES

of

BlackRock MuniHoldings Quality Fund II, Inc.

100 Bellevue Parkway

Wilmington, DE 19809

(888) 825-2257

under the

Investment Company Act of 1940

Investment Company Act File No. 811-09191

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1. Title of the class of securities of BlackRock MuniHoldings Quality Fund II, Inc. (the " Fund ") to be redeemed:

Auction Market Preferred Stock, liquidation preference $25,000 per share, as identified by series and CUSIP in Annex A hereto (the " Shares ").

1. The date on which the securities are to be called or redeemed:

See Annex A for the dates on which Shares of each series are to be redeemed (the " Redemption Date ").

1. The applicable provisions of the governing instrument pursuant to which the securities are to be called or redeemed:

The Shares are to be redeemed pursuant to Section 4(a)(i) of the Fund's Articles Supplementary.

1. The principal amount or number of shares and the basis upon which the securities to be redeemed are to be selected:

The Fund will redeem all of its outstanding Shares. See Annex A for information concerning the number of Shares of each series and the aggregate principal amount of Shares of each series to be redeemed.

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SIGNATURE

Pursuant to the requirement of Rule 23c-2 of the Investment Company Act of 1940, the Fund has duly caused this Notice of Intention to Redeem Securities to be signed on its behalf by the undersigned on this 19th day of December, 2011.

BLACKROCK MUNIHOLDINGS QUALITY FUND II, INC.
By:	/s/ Neal J. Andrews
	Name: Neal J. Andrews
	Title: Chief Financial Officer

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Annex A

Series	Cusip	Redemption Date	Total Shares to be Redeemed	Principal Amount to be Redeemed
A-7	09254C206	January 6, 2012	1,345	$33,625,000
B-7	09254C305	January 5, 2012	1,345	$33,625,000
C-7	09254C404	January 11, 2012	2,550	$63,750,000

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