[LOGO] Merrill Lynch Investment Managers Semi-Annual Report April 30, 2002 MuniYield Quality Fund II, Inc. www.mlim.ml.com MUNIYIELD QUALITY FUND II, INC. The Benefits and Risks of Leveraging MuniYield Quality Fund II, Inc. utilizes leveraging to seek to enhance the yield and net asset value of its Common Stock. However, these objectives cannot be achieved in all interest rate environments. To leverage, the Fund issues Preferred Stock, which pays dividends at prevailing short-term interest rates, and invests the proceeds in long-term municipal bonds. The interest earned on these investments is paid to Common Stock shareholders in the form of dividends, and the value of these portfolio holdings is reflected in the per share net asset value of the Fund's Common Stock. However, in order to benefit Common Stock shareholders, the yield curve must be positively sloped; that is, short-term interest rates must be lower than long-term interest rates. At the same time, a period of generally declining interest rates will benefit Common Stock shareholders. If either of these conditions change, then the risks of leveraging will begin to outweigh the benefits. To illustrate these concepts, assume a fund's Common Stock capitalization of $100 million and the issuance of Preferred Stock for an additional $50 million, creating a total value of $150 million available for investment in long-term municipal bonds. If prevailing short-term interest rates are approximately 3% and long-term interest rates are approximately 6%, the yield curve has a strongly positive slope. The fund pays dividends on the $50 million of Preferred Stock based on the lower short-term interest rates. At the same time, the fund's total portfolio of $150 million earns the income based on long-term interest rates. Of course, increases in short-term interest rates would reduce (and even eliminate) the dividends on the Common Stock. In this case, the dividends paid to Preferred Stock shareholders are significantly lower than the income earned on the fund's long-term investments, and therefore the Common Stock shareholders are the beneficiaries of the incremental yield. However, if short-term interest rates rise, narrowing the differential between short-term and long-term interest rates, the incremental yield pickup on the Common Stock will be reduced or eliminated completely. At the same time, the market value of the fund's Common Stock (that is, its price as listed on the New York Stock Exchange) may, as a result, decline. Furthermore, if long-term interest rates rise, the Common Stock's net asset value will reflect the full decline in the price of the portfolio's investments, since the value of the fund's Preferred Stock does not fluctuate. In addition to the decline in net asset value, the market value of the fund's Common Stock may also decline. As a part of its investment strategy, the Fund may invest in certain securities whose potential income return is inversely related to changes in a floating interest rate ("inverse floaters"). In general, income on inverse floaters will decrease when short-term interest rates increase and increase when short-term interest rates decrease. Investments in inverse floaters may be characterized as derivative securities and may subject the Fund to the risks of reduced or eliminated interest payments and losses of invested principal. In addition, inverse floaters have the effect of providing investment leverage and, as a result, the market value of such securities will generally be more volatile than that of fixed-rate, tax-exempt securities. To the extent the Fund invests in inverse floaters, the market value of the Fund's portfolio and the net asset value of the Fund's shares may also be more volatile than if the Fund did not invest in these securities. The Fund may also invest in swap agreements, which are over-the-counter contracts in which one party agrees to make periodic payments based on the change in market value of a specified bond, basket of bonds, or index in return for periodic payments based on a fixed or variable interest rate or the change in market value of a different bond, basket of bonds or index. Swap agreements may be used to obtain exposure to a bond or market without owning or taking physical custody of securities. MuniYield Quality Fund II, Inc., April 30, 2002 DEAR SHAREHOLDER For the six months ended April 30, 2002, the Common Stock of MuniYield Quality Fund II, Inc. earned $0.393 per share income dividends, which included earned and unpaid dividends of $0.065. This represents a net annualized yield of 6.18%, based on a month-end net asset value of $12.81 per share. For the six-month period ended April 30, 2002, the total investment return of the Fund's Common Stock was +0.24%, based on a change in per share net asset value from $13.21 to $12.81, and assuming reinvestment of $0.391 per share income dividends. For the six-month period ended April 30, 2002, the Fund's Auction Market Preferred Stock had an average yield of 1.69% for Series A, 1.66% for Series B and 1.42% for Series C. The Municipal Market Environment During the six months ended April 30, 2002, long-term fixed-income bond yields generally rose, while exhibiting considerable monthly volatility. However, throughout the period, tax-exempt bond yield volatility was appreciably lower and the overall increase in municipal bond yields was lower than its taxable counterpart. This relative outperformance by the tax-exempt market largely reflected an improving technical position in recent months. Despite additional decreases in the short-term interest rate target to 1.75% by the Federal Reserve Board, long-term fixed-income markets were unable to hold their October 2001 gains. Rapid, significant US military success in Afghanistan, stronger-than-expected retail sales and recovering US equity markets combined to suggest to many investors that US economic recovery was far more imminent than had been anticipated earlier in the fall of 2001. Bond yields rose during November and December 2001 as investors sold securities both to realize recent profits and in anticipation of an early reversal of the Federal Reserve Board's policy. By the end of December, long-term US Treasury bond yields rose more than 50 basis points (0.50%) to approximately 5.45%. During January and February 2002, economic indicators were mixed, signaling some strength in consumer spending and housing-related industries, but with continued declines in manufacturing employment. Interest rates remained in a narrow but volatile range as weak US equity markets generally supported fixed-income products. By the end of January 2002, the Federal Reserve Board ended its aggressive series of short-term interest rate reductions by maintaining its overnight rate target at 1.75%, a 40-year low. The Federal Reserve Board noted that while US economic activity was beginning to strengthen, earlier weakness could easily resume should consumer spending falter. In recent months, however, the index of leading economic indicators has risen, suggesting that economic activity is likely to expand later this year. In its final revision, fourth quarter 2001 US gross domestic product growth was revised higher to 1.6%, signaling improving economic conditions relative to earlier in 2001. By the end of February 2002, long-term US Treasury bond yields stood at 5.42%. In early March, a number of economic indicators, including surging existing home sales, solid consumer spending and positive nonfarm payroll growth following several months of job losses, suggested US economic activity was continuing to strengthen. Also, in Congressional testimony, Federal Reserve Board Chairman Alan Greenspan was cautiously optimistic regarding future US economic growth noting, while any increase in activity was likely to be moderate, "an economic expansion (was) well underway." These factors combined to push US equity prices higher and bond prices sharply lower in expectation of a reversal of the Federal Reserve Board actions taken during the past 15 months. By the end of March 2002, long-term US Treasury bond yields stood at 5.80%, their highest level in more than 18 months. During April 2002, bond yields reversed to move lower as US economic conditions, especially employment trends, weakened and US equity markets solidly declined. Also, first quarter 2002 US gross domestic product growth was initially estimated to have grown 0.6%. This decline in US economic activity from the fourth quarter of 2001 suggested that earlier US economic strength was weakening and the Federal Reserve Board would be unlikely to raise interest rates for much of 2002. US Treasury issue prices were also boosted by erupting Middle East politics that led many international investors to seek the safe haven of US Treasury securities. By April 30, 2002, long-term US Treasury bond yields declined to 5.59%. During the past six months, US Treasury bond yields rose more than 70 basis points. The municipal bond market displayed a similar pattern to its taxable counterpart during the six-month period ended April 2002. The tax-exempt bond market was also unable to maintain the gains made in late September and October 2001. In addition to a modestly stronger financial environment, increased tax-exempt new bond issuance in late 2001 also put upward pressure on municipal bond yields. By year-end 2001, long-term tax-exempt revenue bond yields as measured by the Bond Buyer Revenue Bond Index stood at 5.60%, an increase of approximately 25 basis points during the last two months of 2001. In early 2002, tax-exempt bond yields traded in a relatively narrow range as an increasingly positive technical position supported existing municipal bond prices. However, in March, increased economic activity and associated concerns regarding near-term Federal Reserve Board actions also pushed tax-exempt bond prices lower. By late March, long-term municipal revenue bond yields rose to 5.67%, their highest level in more than a year. Similar to US Treasury issues, tax-exempt bond yields declined throughout April as economic conditions weakened. The municipal bond market's improvement was bolstered by a continued improvement in the market's technical environments. Investor demand strengthened, in part aided by declining equity prices, as issuance levels declined. At April 30, 2002, long-term tax-exempt bond yields stood at 5.52%, an increase of approximately 30 basis points during the last six months. Interest rates are likely to remain near current levels as US economic conditions are expected to remain relatively weak. However, going forward, business activity appears likely to accelerate, perhaps significantly. Immediately after the September 11 attacks, the Federal Government announced a $45 billion package to aid New York City, Washington, DC and the airline industry, with additional fiscal aid packages expected. The military response to these attacks will continue to require sizable increases in Defense Department spending. Eventually, this governmental spending should result in increased US economic activity, particularly in the construction and defense industries. This governmental stimulus, in conjunction with the actions already taken by the Federal Reserve Board, can be expected to generate significant increases in US gross domestic product growth some time in mid-to-late 2002. As inflationary pressures are expected to remain well contained going forward, increased economic activity need not result in significant increases in long-term bond yields. Also, throughout much of 2001, the municipal bond market exhibited far less volatility than its taxable counterparts. Since the strong technical position that has supported the tax-exempt bond market's performance for much of 2001 can be expected to continue, any potential increases in municipal bond yields can also be expected to be limited. Portfolio Strategy The Fund began the six-month period ended April 30, 2002 fully invested in tax-exempt municipal bonds with a relatively strong credit profile. The Fund remained somewhat defensively structured with investments primarily in premium coupon issues and intermediate maturities. During the period, new purchases were in premium coupon bonds in the 20-year maturity area. We focused on these maturities because they offered close to 95% of maximum yield available in the entire municipal yield curve with less interest rate volatility than that associated with longer maturity bonds. We adopted this strategy in recognition of the relatively low municipal yields within the background of a cautious economic environment. Despite significant monetary and fiscal stimulus, the US 2 & 3 MuniYield Quality Fund II, Inc., April 30, 2002 economy is still facing considerable uncertainty. We maintained the Fund's fully invested position throughout the period in an effort to enhance shareholder income. At the end of the period, more than 90% of the Fund's assets were invested in securities rated A or better by one of the major bond rating agencies and more than 80% of the Fund's assets were invested in securities insured by AAA-rated municipal bond insurers. Looking ahead, we expect to remain essentially fully invested and to retain the Fund's current high credit quality profile. We will continue to look for opportunities in the market provided by new municipal issuance to purchase premium coupon issues primarily in the 20-year maturity range. The 475 basis point decline in short-term interest rates engineered by the Federal Reserve Board in 2001 has resulted in a material decrease in the Fund's borrowing cost to below 2%. This decline, in combination with a steep tax-exempt yield curve, has generated a substantial income benefit to the Fund's Common Stock shareholder from the leveraging of the Preferred Stock. Further declines in short-term interest rates are not expected, but neither is a substantial increase during the next six months. However, should the spread between short-term and long-term interest rates narrow, the benefits of leverage will decline, and as a result reduce the yield on the Fund's Common Stock. (For a more complete explanation of the benefits and risks of leveraging, see page 1 of this report to shareholders.) In Conclusion We appreciate your ongoing interest in MuniYield Quality Fund II, Inc., and we look forward to serving your investment needs in the months and years to come. Sincerely, /s/ Terry K. Glenn Terry K. Glenn President and Director /s/ Kenneth A. Jacob Kenneth A. Jacob Senior Vice President /s/ John M. Loffredo John M. Loffredo Senior Vice President /s/ Michael Kalinoski Michael Kalinoski Vice President and Portfolio Manager May 29, 2002 PROXY RESULTS During the six-month period ended April 30, 2002, MuniYield Quality Fund II, Inc.'s Common Stock shareholders voted on the following proposal. The proposal was approved at a shareholders' meeting on April 8, 2002. A description of the proposal and number of shares voted are as follows: Shares Voted Shares Withheld For From Voting ------------------------------------------------------------------------------------------ 1. To elect the Fund's Directors: Terry K. Glenn 21,068,400 778,238 Joe Grills 21,046,353 800,285 Andre F. Perold 21,046,063 800,575 Roberta Cooper Ramo 21,046,632 200,006 Robert S. Salomon, Jr. 21,044,820 801,818 Melvin R. Seiden 21,068,595 778,043 Stephen B. Swensrud 21,034,789 811,849 ------------------------------------------------------------------------------------------ During the six-month period ended April 30, 2002, MuniYield Quality Fund II, Inc.'s Preferred Stock shareholders (Series A, B and C) voted on the following proposal. The proposal was approved at a shareholders' meeting on April 8, 2002. A description of the proposal and number of shares voted are as follows: Shares Voted Shares Withheld For From Voting -------------------------------------------------------------------------------------------------------------- 1. To elect the Fund's Board of Directors: Terry K. Glenn, James H. Bodurtha, Joe Grills, Herbert I. London, Andre F. Perold, Roberta Cooper Ramo, Robert S. Salomon, Jr., Melvin R. Seiden and Stephen B. Swensrud: 5,546 6 -------------------------------------------------------------------------------------------------------------- 4 & 5 MuniYield Quality Fund II, Inc., April 30, 2002 OFFICERS AND DIRECTORS Terry K. Glenn, President and Director James H. Bodurtha, Director Joe Grills, Director Herbert I. London, Director Andre F. Perold, Director Roberta Cooper Ramo, Director Robert S. Salomon, Director Melvin R. Seiden, Director Stephen B. Swensrud, Director Kenneth A. Jacob, Senior Vice President John M. Loffredo, Senior Vice President Michael A. Kalinoski, Vice President Donald C. Burke, Vice President and Treasurer Alice A. Pellegrino, Secretary Joseph L. May, Director and Vincent R. Giordano, Senior Vice President of MuniYield Quality Fund II, Inc., have recently retired. The Fund's Board of Directors wishes Messrs. May and Giordano well in their retirements. Custodian The Bank of New York 90 Washington Street New York, NY 10286 Transfer Agents Common Stock: The Bank of New York 101 Barclay Street New York, NY 10286 Preferred Stock: The Bank of New York 100 Church Street New York, NY 10286 NYSE Symbol MQT SCHEDULE OF INVESTMENTS (in Thousands) S&P Moody's Face STATE Ratings Ratings Amount Issue Value ==================================================================================================================================== Alaska--0.5% AAA Aaa $ 1,400 Alaska State International Airports Revenue Bonds, Series B, 5.75% due 10/01/2019 (a) $ 1,483 ==================================================================================================================================== Arizona--0.7% AAA Aaa 2,000 Maricopa County, Arizona, Stadium District Revenue Bonds, 5.75% due 7/01/2016 (e) 2,121 ==================================================================================================================================== California--2.4% AAA NR* 2,500 California Health Facilities Finance Authority Revenue Bonds (Kaiser Permanente), RIB, Series 26, 9.10% due 6/01/2022 (c)(h) 2,641 --------------------------------------------------------------------------------------------------------- AA Aa3 3,650 Sacramento County, California, Sanitation District Financing Authority, Revenue Refunding Bonds, Trust Receipts, Class R, Series A, 10.001% due 12/01/2019 (h) 4,293 ==================================================================================================================================== Colorado--12.2% AAA NR* 11,020 Colorado Department of Transportation Revenue Bonds, DRIVERS, Series 249, 10.11% due 6/15/2014 (a)(h) 13,524 --------------------------------------------------------------------------------------------------------- Colorado Housing and Finance Authority, Revenue Refunding Bonds: AAA Aaa 3,000 AMT, Series E-2, 7% due 2/01/2030 (e) 3,362 AAA NR* 1,740 (S/F Program), AMT, Series A-2, 6.45% due 4/01/2030 (e) 1,914 AAA Aaa 3,000 (S/F Program), AMT, Series A-2, 6.50% due 8/01/2031 (e) 3,335 AAA Aaa 3,470 (S/F Program), AMT, Series B-2, 6.80% due 2/01/2031 (e) 3,859 AAA Aaa 1,275 (S/F Program), AMT, Series C-1, 7.65% due 12/01/2025 (e)(j) 1,347 AAA NR* 5,320 (S/F Program), Series B-3, 6.70% due 8/01/2017 (c) 5,924 --------------------------------------------------------------------------------------------------------- AAA Aaa 1,735 Northwest Parkway, Colorado, Public Highway Authority Revenue Bonds, Series A, 5.50% due 6/15/2021 (a) 1,814 ==================================================================================================================================== Connecticut--9.6% AAA NR* 5,550 Connecticut State, GO, Series A, 6% due 4/15/2010 (c)(g) 6,361 --------------------------------------------------------------------------------------------------------- AAA Aaa 1,400 Connecticut State Health and Educational Facilities Authority, Revenue Refunding Bonds (Yale University), RIB, 10.144% due 6/10/2030 (h) 1,496 --------------------------------------------------------------------------------------------------------- Connecticut State Regional Learning Educational Service Center Revenue Bonds (Office/Education Center Facility): NR* NR* 645 7.50% due 2/01/2005 655 NR* NR* 1,100 7.75% due 2/01/2015 1,148 --------------------------------------------------------------------------------------------------------- AAA NR* 9,325 Connecticut State Resource Recovery Authority, Revenue Refunding Bonds, DRIVERS, Series 187, 9.12% due 11/15/2011 (e)(h) 10,699 --------------------------------------------------------------------------------------------------------- Portfolio Abbreviations To simplify the listings of MuniYield Quality Fund II, Inc.'s portfolio holdings in the Schedule of Investments, we have abbreviated the names of many of the securities according to the list below and at right. AMT Alternative Minimum Tax (subject to) COP Certificates of Participation DRIVERS Derivative Inverse Tax-Exempt Receipts GO General Obligation Bonds HDA Housing Development Authority IDB Industrial Development Board PCR Pollution Control Revenue Bonds RIB Residual Interest Bonds S/F Single-Family VRDN Variable Rate Demand Notes 6 & 7 MuniYield Quality Fund II, Inc., April 30, 2002 SCHEDULE OF INVESTMENTS (continued) (in Thousands) S&P Moody's Face STATE Ratings Ratings Amount Issue Value ==================================================================================================================================== Connecticut NR* Aaa $ 2,750 Connecticut State Special Tax Obligation Revenue Bonds, RIB, (concluded) Series 372, 10.07% due 12/01/2017 (b)(h) $ 3,315 ------------------------------------------------------------------------------------------------------- AAA NR* 3,000 Connecticut State Special Tax Obligation, Revenue Refunding Bonds, DRIVERS, Series 168, 10.10% due 10/01/2009 (e)(h) 3,825 ==================================================================================================================================== District of Columbia-- AAA Aaa 5,000 District of Columbia, Revenue Refunding Bonds 1.9% (Georgetown University), Series A, 6% due 4/01/2018 (e) 5,395 ==================================================================================================================================== Georgia--4.1% AAA Aaa 7,850 Atlanta, Georgia, Airport Revenue Refunding Bonds, Series A, 5.875% due 1/01/2017 (b) 8,477 ------------------------------------------------------------------------------------------------------- AAA Aaa 3,000 Georgia Municipal Electric Authority, Power Revenue Refunding Bonds, Series Z, 5.50% due 1/01/2020 (e) 3,234 ==================================================================================================================================== Illinois--14.6% AAA Aaa 10,000 Chicago, Illinois, Board of Education, GO (Chicago School Reform Project), Series B-1, 5.42%** due 12/01/2027 (b) 2,276 ------------------------------------------------------------------------------------------------------- AAA Aaa 1,000 Chicago, Illinois, GO (Lakefront Millennium Parking Facilities), 5.75% due 1/01/2023 (e) 1,081 ------------------------------------------------------------------------------------------------------- AAA Aaa 3,500 Chicago, Illinois, Gas Supply Revenue Refunding Bonds (People's Gas, Light & Coke), Series A, 6.10% due 6/01/2025 (a) 3,737 ------------------------------------------------------------------------------------------------------- AAA Aaa 2,000 Chicago, Illinois, O'Hare International Airport, General Airport Revenue Refunding Bonds, Second Lien, AMT, Series A, 5.50% due 1/01/2011 (a) 2,092 ------------------------------------------------------------------------------------------------------- AAA Aaa 2,830 Chicago, Illinois, Park District, GO, Refunding, Series C, 5.50% due 1/01/2021 (b) 2,910 ------------------------------------------------------------------------------------------------------- NR* Aaa 2,500 Cook County, Illinois, Community Consolidated School District Number 146, Tinley Park, GO, 9% due 12/01/2016 (b) 3,576 ------------------------------------------------------------------------------------------------------- AAA Aaa 10,000 Illinois Regional Transportation Authority Revenue Bonds, 6.50% due 7/01/2026 (e)(l) 11,900 ------------------------------------------------------------------------------------------------------- Illinois State, GO, First Series: AAA Aaa 1,000 5.50% due 2/01/2018 (b) 1,048 AAA Aaa 7,000 5.625% due 6/01/2025 (e) 7,217 ------------------------------------------------------------------------------------------------------- NR* Aaa 6,000 Illinois Student Assistance Commission, Student Loan Revenue Refunding Bonds, AMT, Senior Series BB, 6.75% due 3/01/2015 6,127 ==================================================================================================================================== Indiana--2.2% AAA NR* 2,675 Indiana Bond Bank Revenue Bonds, Guarantee State Revolver, 6.75% due 2/01/2017 (a) 2,961 ------------------------------------------------------------------------------------------------------- AA NR* 3,100 Indianapolis, Indiana, Local Public Improvement Bond Bank Revenue Refunding Bonds, Series D, 6.75% due 2/01/2020 3,263 ==================================================================================================================================== Kansas--5.7% AAA NR* 6,480 Sedgwick and Shawnee Counties, Kansas, S/F Mortgage-Backed Revenue Bonds, AMT, Series A-2, 7.60% due 12/01/2031 (d)(e) 7,354 ------------------------------------------------------------------------------------------------------- AAA Aaa 3,000 Sedgwick and Shawnee Counties, Kansas, S/F Mortgage-Backed Revenue Refunding Bonds, AMT, Series B-2, 5.125% due 12/01/2033 (e)(k) 3,262 ------------------------------------------------------------------------------------------------------- AAA Aaa 4,955 Sedgwick and Shawnee Counties, Kansas, S/F Revenue Bonds, AMT, Series A-1, 6.875% due 12/01/2026 (d)(e) 5,576 ==================================================================================================================================== Kentucky--1.1% BBB Baa2 3,000 Perry County, Kentucky, Solid Waste Disposal Revenue Bonds (TJ International Project), AMT, 7% due 6/01/2024 3,150 ==================================================================================================================================== Louisiana--3.5% AAA Aaa 5,000 Jefferson Parish, Louisiana, Home Mortgage Authority, S/F Mortgage Revenue Bonds, AMT, Series B-1, 5.25% due 12/01/2033 (e)(k) 5,471 ------------------------------------------------------------------------------------------------------- AAA Aaa 3,900 Louisiana Local Government, Environmental Facilities, Community Development Authority Revenue Bonds (Capital Projects and Equipment Acquisition), Series A, 6.30% due 7/01/2030 (a) 4,434 ==================================================================================================================================== Massachusetts--2.9% AAA Aaa 2,500 Massachusetts State Health and Educational Facilities Authority Revenue Bonds (Daughters), Series D, 6.10% due 7/01/2006 (a)(g) 2,702 ------------------------------------------------------------------------------------------------------- Massachusetts State Health and Educational Facilities Authority, Revenue Refunding Bonds (New England Memorial Hospital), Series B (f): NR* Ca 2,118 6% due 7/01/2008 197 NR* Ca 3,682 6.125% due 7/01/2013 342 ------------------------------------------------------------------------------------------------------- NR* Aa3 4,200 Massachusetts State Revenue Bonds, RIB, Series 420, 9.59% due 12/15/2014 (h) 4,975 ==================================================================================================================================== Michigan--3.0% AAA Aaa 1,855 Brown City, Michigan, Community School District, Building and Site, GO, 5.50% due 5/01/2019 (b) 1,930 ------------------------------------------------------------------------------------------------------- AAA Aaa 1,800 Bryon Center, Michigan, Public Schools, GO, 5.50% due 5/01/2018 (b) 1,887 ------------------------------------------------------------------------------------------------------- AAA NR* 1,800 Michigan Municipal Bond Authority Revenue Bonds (Pooled Project), Series B, 5.625% due 10/01/2019 (e) 1,885 ------------------------------------------------------------------------------------------------------- AAA NR* 2,685 Michigan State, HDA, Revenue Refunding Bonds, Series C, 5.90% due 12/01/2015 (c)(j) 2,823 ==================================================================================================================================== Missouri--2.1% Saint Louis County, Missouri, Pattonville R-3 School District, GO (Missouri Direct Deposit Program) (b): AAA Aaa 2,000 5.75% due 3/01/2015 2,182 AAA Aaa 2,000 5.75% due 3/01/2016 2,173 AAA Aaa 1,500 6% due 3/01/2019 1,640 ==================================================================================================================================== Nevada--1.7% AAA Aaa 4,500 Las Vegas New Convention and Visitors Authority Revenue Bonds, 6% due 7/01/2013 (a) 4,980 ==================================================================================================================================== New Jersey--4.6% AAA Aaa 5,000 Cape May County, New Jersey, Industrial Pollution Control Financing Authority, Revenue Refunding Bonds (Atlantic City Electric Company Project), Series B, 7% due 11/01/2029 (e) 5,568 ------------------------------------------------------------------------------------------------------- AAA Aaa 1,540 New Jersey State Transportation Trust Fund Authority, Transportation System Revenue Refunding Bonds, Series B, 6% due 12/15/2018 (e) 1,709 ------------------------------------------------------------------------------------------------------- AAA Aaa 5,000 Salem County, New Jersey, Industrial Pollution Control Financing Authority, Revenue Refunding Bonds (Public Service Electric & Gas), RIB, Series 380, 10.59% due 6/01/2031 (e)(h) 5,846 ==================================================================================================================================== New Mexico--5.8% AAA Aaa 2,325 New Mexico Mortgage Finance Authority, S/F Premium Revenue Bonds, AMT, Series E-2, 6.25% due 7/01/2029 (e)(k) 2,524 ------------------------------------------------------------------------------------------------------- New Mexico State Highway Commission, Tax Revenue Bonds, Senior Sub-Lien, Series A (c): AAA NR* 7,295 6% due 6/15/2014 8,095 AAA NR* 5,495 6% due 6/15/2015 6,082 ==================================================================================================================================== 8 & 9 MuniYield Quality Fund II, Inc., April 30, 2002 SCHEDULE OF INVESTMENTS (continued) (in Thousands) S&P Moody's Face STATE Ratings Ratings Amount Issue Value ==================================================================================================================================== New York--20.0% AAA Aaa $ 9,280 Nassau Health Care Corporation, New York, Health System Revenue Bonds, 5.75% due 8/01/2022 (c) $ 9,882 ------------------------------------------------------------------------------------------------------- New York City, New York, GO: AAA Aaa 1,000 Series E, 5.75% due 5/15/2018 1,070 AAA Aaa 2,000 Series I, 6.25% due 4/15/2017 2,167 ------------------------------------------------------------------------------------------------------- New York State Dormitory Authority Revenue Bonds, Series C (e): AAA Aaa 1,490 7.375% due 5/15/2009 (g) 1,857 AAA Aaa 5,510 7.375% due 5/15/2010 6,496 ------------------------------------------------------------------------------------------------------- AAA Aaa 9,000 New York State Dormitory Authority, Revenue Refunding Bonds (State University Educational Facilities), 5.75% due 5/15/2024 (b) 9,558 ------------------------------------------------------------------------------------------------------- AAA Aaa 9,825 New York State Mortgage Agency Revenue Bonds, AMT, 24th Series, 5.875% due 10/01/2015 (e) 10,422 ------------------------------------------------------------------------------------------------------- AAA Aaa 14,505 New York State Thruway Authority, Service Contract Revenue Bonds (Local Highway and Bridge), 5.625% due 4/01/2013 (e) 15,752 ==================================================================================================================================== North Carolina--4.6% BBB Baa2 11,500 Martin County, North Carolina, Industrial Facilities and Pollution Control Financing Authority Revenue Bonds (Solid Waste Disposal--Weyerhaeuser Company), AMT, 6.80% due 5/01/2024 12,025 ------------------------------------------------------------------------------------------------------- AAA Aaa 1,000 Randolph County, North Carolina, COP, 5.50% due 6/01/2014 (c) 1,069 ==================================================================================================================================== Ohio--2.4% NR* Aaa 6,290 Plain, Ohio, Local School District, GO, Refunding, 6% due 12/01/2020 (b) 6,835 ==================================================================================================================================== Pennsylvania--2.5% NR* Aaa 3,335 Delaware River Port Authority of Pennsylvania and New Jersey Revenue Bonds, RIB, Series 396, 10.09% due 1/01/2019 (c)(h) 3,955 ------------------------------------------------------------------------------------------------------- AAA Aaa 3,230 Philadelphia, Pennsylvania, Authority for Industrial Development, Lease Revenue Bonds, Series B, 5.50% due 10/01/2020 (c) 3,346 ==================================================================================================================================== Rhode Island--1.5% AAA Aaa 4,010 Rhode Island State Health and Educational Building Corporation, Higher Education Facilities Revenue Bonds (University of Rhode Island), Series A, 5.70% due 9/15/2024 (e) 4,186 ==================================================================================================================================== South Carolina-- A- A2 5,765 Berkeley County, South Carolina, Pollution Control Facilities 5.8% Revenue Refunding Bonds (South Carolina Electric and Gas Company), 6.50% due 10/01/2014 6,022 ------------------------------------------------------------------------------------------------------- AAA NR* 2,950 Fairfield County, South Carolina, PCR (South Carolina Electric and Gas), 6.20% due 9/01/2014 (e) 3,077 ------------------------------------------------------------------------------------------------------- AAA Aaa 4,500 South Carolina State Public Service Authority, Revenue Refunding Bonds, Series A, 5.75% due 1/01/2022 (e) 4,701 ------------------------------------------------------------------------------------------------------- NR* A1 2,500 Spartanburg County, South Carolina, Solid Waste Disposal Facilities Revenue Bonds (BMW Project), AMT, 7.55% due 11/01/2024 2,722 ==================================================================================================================================== South Dakota--0.7% AAA Aaa 2,015 South Dakota State Health and Educational Facilities Authority Revenue Bonds (Rapid City Regional Hospital), 5.625% due 9/01/2019 (e) 2,093 ==================================================================================================================================== Tennessee--2.7% AAA Aaa 7,365 Chattanooga, Tennessee, IDB, Lease Rent Revenue Bonds (Southside Redevelopment Corporation), 5.875% due 10/01/2024 (a) 7,845 ==================================================================================================================================== Texas--10.8% AA- Aa3 4,000 Austin, Texas, Convention Center Revenue Bonds (Convention Enterprises Inc.), Trust Certificates, Second Tier, Series B, 5.75% due 1/01/2032 4,032 ------------------------------------------------------------------------------------------------------- A1+ VMIG1@ 3,920 Bell County, Texas, Health Facilities Development Corporation, Hospital Revenue Bonds (Scott & White Memorial Hospital), VRDN, Series 2001-1, 1.70% due 8/15/2031 (i) 3,920 ------------------------------------------------------------------------------------------------------- AAA Aaa 1,630 Brownsville, Texas, GO (Combined Tax and Revenue Certificates of Obligation), Series A, 6.50% due 2/15/2017 (b) 1,839 ------------------------------------------------------------------------------------------------------- AAA Aaa 2,730 Corpus Christi, Texas, Utility System Revenue Refunding Bonds, Series A, 6% due 7/15/2016 (c) 2,991 ------------------------------------------------------------------------------------------------------- AAA Aaa 3,000 Dallas-Fort Worth, Texas, International Airport Revenue Refunding and Improvement Bonds, AMT, Series A, 5.75% due 11/01/2013 (b) 3,201 ------------------------------------------------------------------------------------------------------- Dickinson, Texas, Independent School District, GO, Refunding (e): AAA Aaa 1,180 6% due 2/15/2017 1,282 AAA Aaa 1,250 6% due 2/15/2018 1,353 ------------------------------------------------------------------------------------------------------- AA Baa2 4,000 Gregg County, Texas, Health Facilities Development Corporation, Hospital Revenue Bonds (Good Shepherd Medical Center Project), 6.875% due 10/01/2020 4,490 ------------------------------------------------------------------------------------------------------- A1+ VMIG1@ 100 Gulf Coast, Texas, Waste Disposal Authority, PCR, Refunding (Amoco Oil Company Project), VRDN, 1.65% due 10/01/2017 (i) 100 ------------------------------------------------------------------------------------------------------- A1+ NR* 2,200 Harris County, Texas, Health Facilities Development Corporation, Hospital Revenue Refunding Bonds (Methodist Hospital), VRDN, 1.70% due 12/01/2026 (i) 2,200 ------------------------------------------------------------------------------------------------------- BBB+ Baa2 3,500 Lower Colorado River Authority, Texas, PCR (Samsung Austin Semiconductor), AMT, 6.375% due 4/01/2027 3,482 ------------------------------------------------------------------------------------------------------- AAA Aaa 2,000 San Angelo, Texas, Waterworks and Sewer System, Revenue Refunding and Improvement Bonds, 5.50% due 4/01/2017 (c) 2,095 ==================================================================================================================================== Virginia--1.3% BBB- Baa3 26,500 Pocahontas Parkway Association, Virginia, Toll Road Revenue Bonds, Senior-Series B, 5.875%** due 8/15/2024 3,724 ==================================================================================================================================== Washington--12.0% Energy Northwest, Washington, Electric Revenue Refunding Bonds (Columbia Generating): AAA Aaa 2,550 Series A, 5.75% due 7/01/2018 (e) 2,722 AAA Aaa 3,750 Series B, 6% due 7/01/2018 (a) 4,105 ------------------------------------------------------------------------------------------------------- King County, Washington, Issaquah School District Number 411, GO (c): AAA Aa2 1,500 6.25% due 12/01/2014 1,683 AAA Aa2 1,900 6.25% due 12/01/2015 2,123 AAA Aa2 2,000 6.25% due 12/01/2016 2,228 ------------------------------------------------------------------------------------------------------- AAA Aaa 7,470 Port Seattle, Washington, Revenue Bonds, AMT, Series B, 6% due 2/01/2016 (e) 8,011 ------------------------------------------------------------------------------------------------------- AAA Aaa 6,150 Seattle, Washington, Municipal Light and Power Revenue Bonds, 6% due 10/01/2019 (e) 6,637 ------------------------------------------------------------------------------------------------------- AAA Aaa 1,200 Seattle, Washington, Municipal Light and Power Revenue Refunding and Improvement Bonds, 5.50% due 3/01/2019 (c) 1,238 ------------------------------------------------------------------------------------------------------- NR* Aaa 5,000 Snohomish County, Washington, Arlington School District Number 016, GO, 6.50% due 12/01/2015 (b) 5,717 ==================================================================================================================================== Wisconsin--2.9% AAA Aaa 3,000 Wisconsin State, GO, Series F, 5.50% due 5/01/2019 (c) 3,131 ------------------------------------------------------------------------------------------------------- AAA Aaa 5,000 Wisconsin State Transportation Revenue Bonds, Series A, 5.50% due 7/01/2015 (b) 5,300 ==================================================================================================================================== 10 & 11 MuniYield Quality Fund II, Inc., April 30, 2002 SCHEDULE OF INVESTMENTS (concluded) (in Thousands) S&P Moody's Face Ratings Ratings Amount Issue Value ==================================================================================================================================== Puerto Rico--4.0% AAA Aaa $ 5,000 Puerto Rico Commonwealth, Highway and Transportation Authority, Transportation Revenue Bonds, Series B, 6% due 7/01/2026 (e) $ 5,336 ------------------------------------------------------------------------------------------------------- NR* Aaa 3,250 Puerto Rico Electric Power Authority, Power Revenue Refunding Bonds, RIB, Series 449X, 9.17% due 7/01/2016 (a)(h) 3,628 ------------------------------------------------------------------------------------------------------- AAA Aaa 2,500 Puerto Rico Municipal Finance Agency, GO, Series A, 5.50% due 8/01/2023 (c) 2,616 ==================================================================================================================================== Total Investments (Cost--$421,844)--149.8% 429,461 Variation Margin on Financial Futures Contracts***--0.0% (48) Other Assets Less Liabilities--2.5% 7,216 Preferred Stock, at Redemption Value--(52.3%) (150,000) ------------ Net Assets Applicable to Common Stock--100.0% $ 286,629 ============ ==================================================================================================================================== (a) AMBAC Insured. (b) FGIC Insured. (c) FSA Insured. (d) GNMA Collateralized. (e) MBIA Insured. (f) Non-income producing security. (g) Prerefunded. (h) The interest rate is subject to change periodically and inversely based upon prevailing market rates. The interest rate shown is the rate in effect at April 30, 2002. (i) The interest rate is subject to change periodically based upon prevailing market rates. The interest rate shown is the rate in effect at April 30, 2002. (j) FHA Insured. (k) FNMA/GNMA Collateralized. (l) All or a portion of security held as collateral in connection with open financial futures contracts. * Not Rated. ** Represents a zero coupon bond; the interest rate shown reflects the effective yield at the time of purchase by the Fund. *** Financial futures contracts sold as of April 30, 2002 were as follows: ------------------------------------------------------------ Number of Expiration Contracts Issue Date Value ------------------------------------------------------------ 440 US Treasury Bonds June 2002 $46,447,500 ------------------------------------------------------------ Total Financial Futures Contracts Sold (Total Contract Price--$46,488,750) $46,447,500 =========== ------------------------------------------------------------ @ Highest short-term rating by Moody's Investors Service, Inc. See Notes to Financial Statements. Quality Profile The quality ratings of securities in the Fund as of April 30, 2002 were as follows: ------------------------------------------------------------- Percent of S&P Rating/Moody's Rating Total Assets ------------------------------------------------------------- AAA/Aaa....................................... 84.4% AA/Aa......................................... 4.8 A/A........................................... 2.0 BBB/Baa....................................... 5.1 CC/Ca......................................... 0.1 NR (Not Rated)................................ 0.4 Other*........................................ 1.4 ------------------------------------------------------------- * Temporary investments in short-term municipal securities. STATEMENT OF NET ASSETS As of April 30, 2002 ================================================================================================================== Assets: Investments, at value (identified cost--$421,844,267)...... $429,460,968 Cash....................................................... 190,123 Receivables: Interest................................................. $ 7,368,174 Securities sold.......................................... 56,753 7,424,927 ------------ Prepaid expenses and other assets.......................... 12,391 ------------ Total assets............................................... 437,088,409 ------------ ================================================================================================================== Liabilities: Payables: Dividends to shareholders................................ 218,845 Investment adviser....................................... 178,661 Variation margin......................................... 48,125 445,631 ------------ Accrued expenses........................................... 14,005 ------------ Total liabilities.......................................... 459,636 ------------ ================================================================================================================== Preferred Stock: Preferred Stock, par value $.05 per share (6,000 shares of AMPS* issued and outstanding at $25,000 per share liquidation preference)................................................ 150,000,000 ------------ ================================================================================================================== Net Assets Net assets applicable to Common Stock...................... $286,628,773 Applicable to ============ Common Stock: ================================================================================================================== Analysis of Net Common Stock, par value $.10 per share (22,366,930 shares Assets Applicable to issued and outstanding).................................... $ 2,236,693 Common Stock: Paid-in capital in excess of par........................... 311,763,422 Undistributed investment income--net....................... 2,451,539 Accumulated realized capital losses on investments--net.... (37,480,832) Unrealized appreciation on investments--net................ 7,657,951 ------------ Total--Equivalent to $12.81 net asset value per share of Common Stock (market price--$11.61)........................ $286,628,773 ============ ================================================================================================================== * Auction Market Preferred Stock. See Notes to Financial Statements. 12 & 13 MuniYield Quality Fund II, Inc., April 30, 2002 STATEMENT OF OPERATIONS For the Six Months Ended April 30, 2002 ================================================================================================================== Investment Interest................................................... $ 11,900,306 Income: ================================================================================================================== Expenses: Investment advisory fees................................... $ 1,082,263 Commission fees............................................ 189,294 Accounting services........................................ 79,402 Professional fees.......................................... 59,832 Transfer agent fees........................................ 30,330 Printing and shareholder reports........................... 16,965 Directors' fees and expenses............................... 15,094 Listing fees............................................... 14,109 Custodian fees............................................. 13,078 Pricing fees............................................... 7,536 Other...................................................... 17,769 ------------ Total expenses............................................. 1,525,672 ------------ Investment income--net..................................... 10,374,634 ------------ ================================================================================================================== Realized & Realized loss on investments--net.......................... (882,280) Unrealized Loss on Change in unrealized appreciation on investments--net...... (8,397,204) Investments--Net: ------------ Total realized and unrealized loss on investments--net..... (9,279,484) ------------ ================================================================================================================== Dividends to Preferred Investment income--net..................................... (1,181,280) Stock Shareholders: ------------ Net Decrease in Net Assets Resulting from Operations....... $ (86,130) ============ ================================================================================================================== See Notes to Financial Statements. STATEMENTS OF CHANGES IN NET ASSETS For the Six For the Months Ended Year Ended April 30, October 31, Increase (Decrease) in Net Assets: 2002 2001+ ================================================================================================================== Operations: Investment income--net..................................... $ 10,374,634 $ 21,051,913 Realized gain (loss) on investments--net................... (882,280) 5,664,177 Change in unrealized appreciation on investments--net...... (8,397,204) 13,042,044 Dividends to Preferred Stock shareholders.................. (1,181,280) (4,971,540) ------------ ------------ Net increase (decrease) in net assets resulting from operations................................................. (86,130) 34,786,594 ------------ ------------ ================================================================================================================== Dividends to Investment income--net..................................... (8,742,182) (16,558,730) Common Stock ------------ ------------ Shareholders: Net decrease in net assets resulting from dividends to Common Stock shareholders.................................. (8,742,182) (16,558,730) ------------ ------------ ================================================================================================================== Net Assets Applicable Total increase (decrease) in net assets applicable to To Common Stock: Common Stock............................................... (8,828,312) 18,227,864 Beginning of period........................................ 295,457,085 277,229,221 ------------ ------------ End of period*............................................. $286,628,773 $295,457,085 ============ ============ ================================================================================================================== * Undistributed investment income--net................. $ 2,451,539 $ 2,000,367 ============ ============ ================================================================================================================== + Certain prior year amounts have been reclassified to conform to current year presentation. See Notes to Financial Statements. 14 & 15 MuniYield Quality Fund II, Inc., April 30, 2002 FINANCIAL HIGHLIGHTS The following per share data and ratios have been derived from information provided in the For the Six For the Year Ended financial statements. Months Ended October 31, April 30, ----------------------------------------- Increase (Decrease) in Net Asset Value: 2002 2001 2000 1999 1998 ======================================================================================================================== Per Share Net asset value, beginning of Operating period.................................. $ 13.21 $ 12.39 $ 12.31 $ 15.52 $ 15.46 Performance:+ -------- -------- -------- -------- -------- Investment income--net.................. .46 .94 .99 1.04 1.10 Realized and unrealized gain (loss) on investments--net..................... (.42) .84 .17 (2.65) .46 Dividends and distributions to Preferred Stock shareholders: Investment income--net................ (.05) (.22) (.27) (.19) (.17) Realized gain on investments--net..... -- -- -- -- (.12) In excess of realized gain on investments--net...................... -- -- -- (.06) -- -------- -------- -------- -------- -------- Total from investment operations........ (.01) 1.56 .89 (1.86) 1.27 -------- -------- -------- -------- -------- Less dividends and distributions to Common Stock shareholders: Investment income--net................ (.39) (.74) (.81) (.86) (.87) Realized gain on investments--net..... -- -- -- -- (.34) In excess of realized gain on investments--net...................... -- -- -- (.49) -- -------- -------- -------- -------- -------- Total dividends and distributions to Common Stock shareholders............ (.39) (.74) (.81) (1.35) (1.21) -------- -------- -------- -------- -------- Net asset value, end of period.......... $ 12.81 $ 13.21 $ 12.39 $ 12.31 $ 15.52 ======== ======== ======== ======== ======== Market price per share, end of period.................................. $ 11.61 $ 12.07 $ 11.50 $ 11.50 $15.1875 ======== ======== ======== ======== ======== ======================================================================================================================== Total Investment Based on market price per share......... (.57%)++ 11.70% 7.35% (16.70%) 14.51% Return:** ======== ======== ======== ======== ======== Based on net asset value per share...... .24%++ 13.47% 8.04% (12.74%) 8.80% ======== ======== ======== ======== ======== ======================================================================================================================== Ratios Based on Total expenses***....................... 1.07%* 1.07% 1.08% .99% .95% Average Net Assets ======== ======== ======== ======== ======== Of Common Stock: Total investment income--net***......... 7.29%* 7.36% 8.04% 7.31% 7.21% ======== ======== ======== ======== ======== Amount of dividends to Preferred Stock shareholders...................... .83%* 1.74% 2.21% 1.30% 1.12% ======== ======== ======== ======== ======== Investment income--net, to Common Stock shareholders...................... 6.46%* 5.62% 5.83% 6.01% 6.09% ======== ======== ======== ======== ======== ======================================================================================================================== Ratios Based on Total expenses.......................... .70%* .70% .70% .67% .66% Average Net Assets ======== ======== ======== ======== ======== Of Common & Total investment income--net............ 4.79%* 4.83% 5.19% 4.97% 4.98% Preferred Stock:*** ======== ======== ======== ======== ======== ======================================================================================================================== Ratios Based on Dividends to Preferred Stock Average Net Assets shareholders............................ 1.59%* 3.31% 4.02% 2.75% 2.53% Of Preferred Stock: ======== ======== ======== ======== ======== ======================================================================================================================== Supplemental Net assets, net of Preferred Stock, Data: end of period (in thousands)............ $286,629 $295,457 $277,229 $275,281 $342,496 ======== ======== ======== ======== ======== Preferred Stock outstanding, end of period (in thousands)................... $150,000 $150,000 $150,000 $150,000 $150,000 ======== ======== ======== ======== ======== Portfolio turnover...................... 22.90% 98.99% 142.46% 164.45% 154.08% ======== ======== ======== ======== ======== ======================================================================================================================== Leverage: Asset coverage per $1,000............... $ 2,911 $ 2,970 $ 2,848 $ 2,835 $ 3,283 ======================================================================================================================== Dividends Per Share Series A--Investment income--net........ $ 209 $ 855 $ 1,017 $ 706 $ 629 On Preferred Stock ======== ======== ======== ======== ======== Outstanding: Series B--Investment income--net........ $ 205 $ 853 $ 1,024 $ 702 $ 634 ======== ======== ======== ======== ======== Series C--Investment income--net........ $ 176 $ 777 $ 986 $ 650 $ 634 ======== ======== ======== ======== ======== ======================================================================================================================== * Annualized. ** Total investment returns based on market value, which can be significantly greater or lesser than the net asset value, may result in substantially different returns. Total investment returns exclude the effects of sales charges. *** Do not reflect the effect of dividends to Preferred Stock shareholders. + Certain prior year amounts have been reclassified to conform to current year presentation. ++ Aggregate total investment return. See Notes to Financial Statements. NOTES TO FINANCIAL STATEMENTS 1. Significant Accounting Policies: MuniYield Quality Fund II, Inc. (the "Fund") is registered under the Investment Company Act of 1940 as a non-diversified, closed-end management investment company. The Fund's financial statements are prepared in conformity with accounting principles generally accepted in the United States of America, which may require the use of management accruals and estimates. These unaudited financial statements reflect all adjustments, which are, in the opinion of management, necessary to a fair statement of the results for the interim period presented. All such adjustments are of a normal, recurring nature. The Fund determines and makes available for publication the net asset value of its Common Stock on a weekly basis. The Fund's Common Stock is listed on the New York Stock Exchange under the symbol MQT. The following is a summary of significant accounting policies followed by the Fund. (a) Valuation of investments--Municipal bonds are traded primarily in the over-the-counter markets and are valued at the most recent bid price or yield equivalent as obtained by the Fund's pricing service from dealers that make markets in such securities. Financial futures contracts and options thereon, which are traded on exchanges, are valued at their closing prices as of the close of such exchanges. Options written or purchased are valued at the last sale price in the case of exchange-traded options. In the case of options traded in the over-the-counter market, valuation is the last asked price (options written) or the last bid price (options purchased). Securities with remaining maturities of sixty days or less are valued at amortized cost, which approximates market value. Securities and assets for which market quotations are not readily available are valued at their fair value as determined in good faith by or under the direction of the Board of Directors of the Fund, including valuations furnished by a pricing service retained by the Fund, which may utilize a matrix system for valuations. The procedures of the pricing service and its valuations are reviewed by the officers of the Fund under the general supervision of the Board of Directors. (b) Derivative financial instruments--The Fund may engage in various portfolio investment strategies to increase or decrease the level of risk to which the Fund is exposed more quickly and efficiently than transactions in other types of instruments. Losses may arise due to changes in the value of the contract or if the counterparty does not perform under the contract. o Financial futures contracts--The Fund may purchase or sell financial futures contracts and options on such futures 16 & 17 MuniYield Quality Fund II, Inc., April 30, 2002 NOTES TO FINANCIAL STATEMENTS (concluded) contracts for the purpose of hedging the market risk on existing securities or the intended purchase of securities. Futures contracts are contracts for delayed delivery of securities at a specific future date and at a specific price or yield. Upon entering into a contract, the Fund deposits and maintains as collateral such initial margin as required by the exchange on which the transaction is effected. Pursuant to the contract, the Fund agrees to receive from or pay to the broker an amount of cash equal to the daily fluctuation in value of the contract. Such receipts or payments are known as variation margin and are recorded by the Fund as unrealized gains or losses. When the contract is closed, the Fund records a realized gain or loss equal to the difference between the value of the contract at the time it was opened and the value at the time it was closed. o Options--The Fund is authorized to write covered call options and purchase put options. When the Fund writes an option, an amount equal to the premium received by the Fund is reflected as an asset and an equivalent liability. The amount of the liability is subsequently marked to market to reflect the current market value of the option written. When a security is purchased or sold through an exercise of an option, the related premium paid (or received) is added to (or deducted from) the basis of the security acquired or deducted from (or added to) the proceeds of the security sold. When an option expires (or the Fund enters into a closing transaction), the Fund realizes a gain or loss on the option to the extent of the premiums received or paid (or gain or loss to the extent the cost of the closing transaction exceeds the premium paid or received). Written and purchased options are non-income producing investments. (c) Income taxes--It is the Fund's policy to comply with the requirements of the Internal Revenue Code applicable to regulated investment companies and to distribute substantially all of its taxable income to its shareholders. Therefore, no Federal income tax provision is required. (d) Security transactions and investment income--Security transactions are recorded on the dates the transactions are entered into (the trade dates). Realized gains and losses on security transactions are determined on the identified cost basis. Interest income is recognized on the accrual basis. (e) Dividends and distributions--Dividends from net investment income are declared and paid monthly. Distributions of capital gains are recorded on the ex-dividend dates. 2. Investment Advisory Agreement and Transactions with Affiliates: The Fund has entered into an Investment Advisory Agreement with Fund Asset Management, L.P. ("FAM"). The general partner of FAM is Princeton Services, Inc. ("PSI"), an indirect, wholly-owned subsidiary of Merrill Lynch & Co., Inc. ("ML & Co."), which is the limited partner. FAM is responsible for the management of the Fund's portfolio and provides the necessary personnel, facilities, equipment and certain other services necessary to the operations of the Fund. For such services, the Fund pays a monthly fee at an annual rate of .50% of the Fund's average weekly net assets, including proceeds from the issuance of Preferred Stock. For the six months ended April 30, 2002, the Fund reimbursed FAM $9,899 for certain accounting services. Certain officers and/or directors of the Fund are officers and/or directors of FAM, PSI, and/or ML & Co. 3. Investments: Purchases and sales of investments, excluding short-term securities, for the six months ended April 30, 2002 were $97,650,379 and $101,609,501, respectively. Net realized losses for the six months ended April 30, 2002 and net unrealized gains as of April 30, 2002 were as follows: ----------------------------------------------------------- Realized Unrealized Losses Gains ----------------------------------------------------------- Long-term investments $ (365,701) $ 7,616,701 Financial futures contracts (516,579) 41,250 ----------- ------------ Total $ (882,280) $ 7,657,951 =========== ============ ----------------------------------------------------------- As of April 30, 2002, net unrealized appreciation for Federal income tax purposes aggregated $7,616,701, of which $16,980,391 related to appreciated securities and $9,363,690 related to depreciated securities. The aggregate cost of investments at April 30, 2002 for Federal income tax purposes was $421,844,267. 4. Capital Stock Transactions: The Fund is authorized to issue 200,000,000 shares of capital stock, including Preferred Stock, par value $.10 per share, all of which were initially classified as Common Stock. The Board of Directors is authorized, however, to reclassify any unissued shares of capital stock without approval of the holders of Common Stock. Common Stock Shares issued and outstanding during the six months ended April 30, 2002 and during the year ended October 31, 2001 remained constant. Preferred Stock Auction Market Preferred Stock ("AMPS") are shares of Preferred Stock of the Fund, with a par value of $.05 per share and a liquidation preference of $25,000 per share, that entitle their holders to receive cash dividends at an annual rate that may vary for the successive dividend periods. The yields in effect at April 30, 2002 were as follows: Series A, 1.41%; Series B, 1.41%; and Series C, 1.40%. Shares issued and outstanding during the six months ended April 30, 2002 and during the year ended October 31, 2001 remained constant. The Fund pays commissions to certain broker-dealers at the end of each auction at an annual rate ranging from .25% to .375%, calculated on the proceeds of each auction. For the six months ended April 30, 2002, Merrill Lynch, Pierce, Fenner & Smith Incorporated, an affiliate of FAM, earned $90,710 as commissions. 5. Capital Loss Carryforward: At October 31, 2001, the Fund had a net capital loss carryforward of approximately $34,769,000, of which $8,689,000 expires in 2007 and $26,080,000 expires in 2008. This amount will be available to offset like amounts of any future taxable gains. 6. Subsequent Event: On May 8, 2002, the Fund's Board of Directors declared an ordinary income dividend to Common Stock shareholders in the amount of $.065000 per share, payable on May 30, 2002 to shareholders of record as of May 20, 2002. MANAGED DIVIDEND POLICY The Fund's dividend policy is to distribute all or a portion of its net investment income to its shareholders on a monthly basis. In order to provide shareholders with a more consistent yield to the current trading price of shares of Common Stock of the Fund, the Fund may at times pay out less than the entire amount of net investment income earned in any particular month and may at times in any month pay out such accumulated but undistributed income in addition to net investment income earned in that month. As a result, the dividends paid by the Fund for any particular month may be more or less than the amount of net investment income earned by the Fund during such month. The Fund's current accumulated but undistributed net investment income, if any, is disclosed in the Statement of Assets, Liabilities and Capital, which comprises part of the Financial Information included in this report. 18 & 19 [LOGO] Merrill Lynch Investment Managers [GRAPHIC OMITTED] MuniYield Quality Fund II, Inc. seeks to provide shareholders with as high a level of current income exempt from Federal income taxes as is consistent with its investment policies and prudent investment management by investing primarily in a portfolio of long-term, high-grade municipal obligations, the interest on which is exempt from Federal income taxes in the opinion of bond counsel to the issuer. The Fund invests primarily in insured municipal bonds. This report, including the financial information herein, is transmitted to shareholders of MuniYield Quality Fund II, Inc. for their information. It is not a prospectus. Past performance results shown in this report should not be considered a representation of future performance. The Fund has leveraged its Common Stock and intends to remain leveraged by issuing Preferred Stock to provide the Common Stock shareholders with a potentially higher rate of return. Leverage creates risks for Common Stock shareholders, including the likelihood of greater volatility of net asset value and market price of shares of the Common Stock, and the risk that fluctuations in the short-term dividend rates of the Preferred Stock may affect the yield to Common Stock shareholders. Statements and other information herein are as dated and are subject to change. MuniYield Quality Fund II, Inc. Box 9011 Princeton, NJ 08543-9011 [RECYCLE LOGO] Printed on post-consumer recycled paper #16433--4/02