MANAGED MUNICIPALS PORTFOLIO II INC.
TERMS AND CONDITIONS OF DIVIDEND REINVESTMENT PLAN
1. You, First Data Investor Services Group, Inc., will 
act as agent ("Agent") for the stockholders (the "Participants") of 
Managed Municipals Portfolio II Inc. (the "Fund"), and will open an 
account for each of the Participants under the Dividend Reinvestment 
Plan (the "Plan") in the name of the record owner in which shares of 
common stock, par value $.001 per share of the Fund ("Common Stock") are 
registered, and put into effect for the Participants the distribution 
reinvestment provisions of the Plan as of the first record date for a 
dividend or capital gain distribution after you have implemented the 
Plan.
2. If the Fund declares a distribution payable either in 
Common Stock or in cash, non-participants in the Plan will receive cash, 
and Participants will receive the equivalent amount in Common Stock 
valued in the following manner: if the market price of the Common Stock 
on the determination date is equal to or exceeds the net asset value per 
share of the Common Stock, you will acquire shares directly from the 
Fund at a price equal to the greater of (1) net asset value per share at 
the valuation time or (2) 95% of the market price per share of the 
Common Stock on the determination date.  If the net asset value of the 
Common Stock exceeds the market price of the Common Stock on the 
determination date, you will buy Common Stock in the open market, on the 
New York Stock Exchange or elsewhere, for the Participants' accounts as 
soon as practicable commencing on the trading day following the 
determination date and terminating no later than the earlier of (a) 30 
days after the dividend or distribution payment date, or (b) the record 
date for the next succeeding dividend or distribution to be made to the 
holders of the Common Stock; except when necessary to comply with 
applicable provisions of the federal securities laws.  If the market 
price equals or exceeds the net asset value per share of the Common 
Stock at the valuation time before you have completed the open market 
purchases or if you are unable to invest the full amount eligible to be 
reinvested hereunder in open market purchases during the time period 
referred to in the previous sentence, you shall cease purchasing shares 
in the open market and the Fund shall issue the remaining shares of 
Common Stock at a price per share equal to the greater of (a) the net 
asset value per share at the valuation time or (b) 95% of the then 
current market price per share on the valuation date.
3. For all purposes of the Plan:  (a) the valuation time 
will be the close of trading on the New York Stock Exchange on the 
determination date for the relevant dividend or distribution; (b) the 
determination date will be the record date for determining shareholders 
eligible to receive the relevant dividend or distribution, except that 
if such day is not a New York Stock Exchange trading day, the 
immediately preceding trading day; (c) the market price of the Fund's 
Common Stock on a particular date shall be the mean between the highest 
and lowest sales prices on the New York Stock Exchange on that date, or, 
if there is no sale on such Exchange on that date, then the mean between 
the closing bid and asked quotations for such stock on such Exchange on 
such date; (d) the net asset value per share of the Fund's Common Stock 
as of the valuation time on a particular date shall be as determined by 
or on behalf of the Fund; and (e) all distributions and other payments 
shall be made net of any applicable withholding tax.
4. The open market purchases provided for above may be 
made on any securities exchange where the Fund's Common Stock is traded, 
in the over-the-counter market or in negotiated transactions and may be 
on such terms as to price, delivery and otherwise as you shall 
determine.  Participant funds held by you pending investment will not 
bear interest, and it is understood that, in any event, you shall have 
no liability in connection with any inability to purchase shares within 
30 days after the initial date of such purchase is herein provided, or 
with the timing of any purchases effected.  You shall have no 
responsibility as to the value of the Common Stock of the Fund acquired 
for a Participant's account.  In connection with open market purchases, 
you may commingle a Participant's funds with those of other Participants 
for whom you similarly act as Agent and the average price (including 
brokerage commissions) of all shares purchased by you as Agent shall be 
the price per share allocable to each Participant in connection 
therewith.
5. You may hold shares acquired pursuant to the Plan, 
together with the shares of other Participants acquired pursuant to the 
Plan, in noncertificated form in your name or that of your nominee.  You 
will forward to Participants any proxy solicitation material and will 
vote any shares so held for any Participant only in accordance with 
instructions given through a proxy executed by the Participant.  Upon a 
Participant's written request, you will deliver to him, without charge, 
a certificate or certificates for the full shares.
6. You will confirm to each Participant each acquisition 
made for his account as soon as practicable but not later than 60 days 
after the date thereof.  Although Participants may from time to time 
have an undivided fractional interest (computed to three decimal places) 
in a share of the Fund, no certificates for a fractional share will need 
to be issued.  However, distributions on fractional shares will be 
credited to Participant accounts.  In the event of termination of a 
Participant's account under the Plan, you will adjust for any such 
undivided fractional interest in cash at the market value of the Fund's 
shares at the time of termination less the pro rata expense of any sale 
required to make such an adjustment.
7. Any stock dividends or split shares distributed by the 
Fund on shares held by you for a Participant will be credited to his 
account.  In the event that the Fund makes available to its stockholders 
rights to purchase additional shares or other securities, the shares 
held for a Participant under the Plan will be added to other shares held 
by such Participant in calculating the number of rights to be issued to 
him.
8. No service fee for handling the reinvestment of 
capital gains distributions or income dividends will be charged to 
Participants or their accounts.  Participants will be charged a pro rata 
share of any brokerage commissions actually incurred on open market 
purchases.
9. A Participant may terminate his account under the Plan 
by notifying you in writing or by calling you at           1-800-331-
1710.  Such termination will be effective immediately if notice is 
received by you not less than ten business days prior to any dividend or 
distribution record date; otherwise such termination will be effective 
as soon as practicable after your investment of the most recently 
declared dividend or distribution on the Common Stock.  The Plan may be 
terminated by the Fund upon notice in writing mailed to all Participants 
at least 30 days prior to the record date for the payment of any 
dividend or distribution by the Fund for which the termination is to be 
effective.  Upon any termination you will cause a certificate or 
certificates for the full shares held for each Participant under the 
Plan and cash adjustment for any fractional shares to be delivered to 
each Participant without charge.  If a Participant elects by notice to 
you in writing in advance of such termination to have you sell part or 
all of his shares and remit the proceeds to him, you are authorized to 
deduct a $5.00 fee plus brokerage commissions actually incurred for this 
transaction from the proceeds.
10. These terms and conditions may be amended or 
supplemented by you or the Fund at any time or times but, except when 
necessary or appropriate to comply with applicable law or the rules or 
policies of the Securities and Exchange Commission or any other 
regulatory authority, only by mailing to Participants appropriate 
written notice at least 30 days prior to the record date for the first 
distribution or dividend to which such amendment or supplement is to be 
effective, if by the Fund or, if to be amended or supplemented by you, 
30 days prior to the effective date of such amendment or supplement and 
only upon your receipt of the written consent of the Fund's Board of 
Directors.  The amendment or supplement shall be deemed to be accepted 
by Participants unless, prior to the effective date thereof, you receive 
written notice of the termination of a Participant's account under the 
Plan.  Any such amendment may include an appointment by you in your 
place and stead of a successor agent under these terms and conditions, 
with full power and authority to perform all or any of the acts to be 
performed by the Agent under these terms and conditions.  Upon any such 
appointment of an Agent for the purpose of receiving distributions, the 
Fund will be authorized to pay such successor Agent, for a Participant's 
account, all distributions payable on common stock of the Fund held in 
his name under the Plan for retention or application by such successor 
Agent as provided in these terms and conditions.
11. You shall at all times act in good faith and agree to 
use your best efforts within reasonable limits to insure the accuracy of 
all services performed under this Agreement and to comply with 
applicable law, but assume no responsibility and shall not be liable for 
loss or damage due to errors unless such error is caused by your 
negligence, bad faith or willful misconduct or that of your employees.
12. These terms and conditions shall be governed by the 
laws of the State of New York.
Effective as of November 12, 1998

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