VIA EDGAR
December 12, 1996
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street NW
Washington, DC
ATTN: Office of Filings, Information and Consumer Services
RE: Managed Municipals Portfolio II Inc.
File No. 33-49982
Gentlemen:
Pursuant to Rule 497(j) under the Securities Act of 1933, as amended,
please accept this letter as certification that the prospectus and the
statement of additional information for the above-referenced Portfolio does
not differ from that contained in Post-Effective Amendment No. 4
(the "Amendment") to the Fund's Registration Statement on Form N-2.
This Amendment was filed electronically on December 6, 1996 and became
effective on December 9, 1996.
Any comments on this filing should be directed to me at 212-816-5770.
Please return an electronic transmittal as evidence of your receipt of
this filing.
Very truly yours,
/s/Michael Kocur
Michael Kocur
Vice President and
Assistant General Counsel
