[SIMPSON THACHER & BARTLETT LETTERHEAD]
(212) 455-2000
February 4, 2000
Re: The Emerging Markets Income Fund II Inc
File No. 333-13845
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Ladies and Gentlemen:
We are writing in reference to The Emerging Markets Income Fund
II Inc (the "Fund"). Pursuant to Rule 477 under the Securities Act of 1933
we wish to withdraw the Fund's registration statement on Form N-2 under the
Securities Act of 1933 (File No. 333-13845) as filed with the Securities and
Exchange Commission on October 10, 1996.
If you should have any questions or comments regarding this
matter, please call David A. Shevlin (212-455-3682) of this firm.
Very truly yours,
/s/Simpson Thacher & Bartlett
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SIMPSON THACHER & BARTLETT
cc: Keith O'Connell
