AMENDMENT TO THE BY-LAWS
OF DWS RREEF REAL ESTATE FUND II, INC.

Article II Section 11 of the Fund's
By-Laws shall be amended to read as
follows effective July 15, 2009:
           Section 11.  Advance Notice of
Stockholder Nominees for Director and
Other Stockholder Proposals.
			(a)  Annual Meetings
of Stockholders.  (1) Nominations of
individuals for election to the Board of
Directors and the proposal of other business
to be considered by the stockholders may be
made at an annual meeting of stockholders
(i) pursuant to the Corporation?s notice of
meeting, (ii) by or at the direction of the
Board of Directors or (iii) by any
stockholder of the Corporation who was a
stockholder of record both at the time of
giving of notice provided for in this Section
11(a) and at the time of the annual meeting,
who is entitled to vote at the meeting and
who has complied with this Section 11(a).
				(2)	For
nominations or other business to be properly
brought before an annual meeting by a
stockholder pursuant to clause (iii) of
subsection (a)(1) of this Section 11, the
stockholder must have given timely notice
thereof in writing to the secretary of the
Corporation and such other business must
otherwise be a proper matter for action by
the stockholders.  To be timely, a
stockholder?s notice shall set forth all
information required under this Section 11
and shall be delivered to the secretary at the
principal executive office of the Corporation
not less than 90 days nor more than 120
days prior to the first anniversary of the date
of mailing of the notice for the preceding
year?s annual meeting; provided, however,
that in the event that the date of the annual
meeting is advanced or delayed by more
than 30 days from the first anniversary of
the date of the preceding year?s annual
meeting, notice by the stockholder to be
timely must be so delivered not earlier than
the 120th day prior to the date of such
annual meeting and not later than the close
of business on the 90th day prior to the date
of such annual meeting  or, if the first public
announcement of the date of such annual
meeting is less than 100 days prior to the
date of such annual meeting, the tenth day
following the day on which public
announcement of such meeting is first made.
In no event shall the public announcement
of a postponement or adjournment of an
annual meeting commence a new time
period for the giving of a stockholder?s
notice as described above.
  Such stockholder?s notice shall set forth (i)
as to each individual whom the stockholder
proposes to nominate for election or
reelection as a director, (A) the name, age,
business address and residence address of
such individual, (B) the class, series and
number of any shares of stock of the
Corporation that are beneficially owned by
such individual, (C) whether such
stockholder believes any such individual is,
or is not, an "interested person" of the
Corporation, as defined in the Investment
Company Act of 1940, as amended, and the
rules promulgated thereunder (the
?Investment Company Act?)  and
information regarding such individual that is
sufficient, in the discretion of the Board of
Directors or any committee thereof or any
authorized officer of the Corporation, to
make such determination and (D) all other
information relating to such individual that
is required to be disclosed in solicitations of
proxies for election of directors in an
election contest (even if an election contest
is not involved), or is otherwise required, in
each case pursuant to Regulation 14A (or
any successor provision) under the
Exchange Act and the rules thereunder
(including such individual?s written consent
to being named in the proxy statement as a
nominee and to serving as a director if
elected); (ii) as to any other business that the
stockholder proposes to bring before the
meeting, a description of the business
desired to be brought before the meeting, the
reasons for proposing such business at the
meeting and any material interest in such
business of such stockholder and any
Stockholder Associated Person (as defined
below), individually or in the aggregate,
including any anticipated benefit to the
stockholder and any Stockholder Associated
Person therefrom; (iii) as to the stockholder
giving the notice and any Stockholder
Associated Person, the class, series and
number of all shares of stock of the
Corporation which are owned beneficially
by such stockholder and by such
Stockholder Associated Person, if any, and
(iv) as to the stockholder giving the notice
and any Stockholder Associated Person
covered by clauses (ii) or (iii) of this Section
11(a)(2), the name and address of such
stockholder, as they appear on the
Corporation?s stock ledger and current name
and address, if different, and of such
Stockholder Associated Person.