(212) 455-2000 January 24, 2000 Re: The Emerging Markets Income Fund II Inc File No. 811-7686, Post-Effective Amendment No. 1 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"). We wish to withdraw the Fund's post-effective amendment no. 1 to the registration statement on Form N-2 under the Securities Act of 1933 (File No. 811-7686) 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 -------------------------------------- SIMPSON THACHER & BARTLETT cc: Keith O'Connell