INDEPENDENT AUDITORS' REPORT
The Board of Directors and Shareholders,
MuniYield Quality Fund II, Inc.:
In planning and performing our audit of the financial
statements of MuniYield Quality Fund II, Inc. (the "Fund")
for the year ended October 31, 2000 (on which we have
issued our report dated December 6, 2000), we considered
its internal control, including control activities for
safeguarding securities, in order to determine our auditing
procedures for the purpose of expressing our opinion on the
financial statements and to comply with the requirements of
Form N-SAR, and not to provide assurance on the Fund's
internal control.
The management of the Fund is responsible for establishing
and maintaining internal control. In fulfilling this
responsibility, estimates and judgments by management are
required to assess the expected benefits and related costs of
controls. Generally, controls that are relevant to an audit
pertain to the entity's objective of preparing financial
statements for external purposes that are fairly presented in
conformity with accounting principles generally accepted
in the United States of America. Those controls include the
safeguarding of assets against unauthorized acquisition,
use, or disposition.
Because of inherent limitations in any internal control,
misstatements due to error or fraud may occur and not be
detected. Also, projections of any evaluation of internal
control to future periods are subject to the risk that the
internal control may become inadequate because of
changes in conditions, or that the degree of compliance
with policies or procedures may deteriorate.
Our consideration of the Fund's internal control would not
necessarily disclose all matters in the internal control that
might be material weaknesses under standards established
by the American Institute of Certified Public Accountants.
A material weakness is a condition in which the design or
operation of one or more of the internal control components
does not reduce to a relatively low level the risk that
misstatements caused by error or fraud in amounts that
would be material in relation to the financial statements
being audited may occur and not be detected within a
timely period by employees in the normal course of
performing their assigned functions. However, we noted
no matters involving the Fund's internal control and its
operation, including controls for safeguarding securities,
that we consider to be material weaknesses as defined
above as of October 31, 2000.
This report is intended solely for the information and use of
management, the Board of Directors and Shareholders of
the Fund, and the Securities and Exchange Commission
and is not intended to be and should not be used by anyone
other than these specified parties.
Deloitte & Touche LLP
December 6, 2000
