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Western Asset High Income Fund II Inc

 Simpson Thacher & Bartlett LLP

 900 G STREET, NW

WASHINGTON, D.C. 20001

 TELEPHONE: +1-202-636-5500

 FACSIMILE: +1-202-636-5502

 Direct Dial Number

(202) 636-5806

 E-mail Address

ryan.brizek@stblaw.com

 February 16, 2022

 VIA EDGAR

 Karen Rossotto

 U.S. Securities and Exchange Commission

 Division of Investment Management

 100 F Street, N.E.

Washington, D.C. 20549

Re:
 Western Asset High Income Fund II Inc. (the “Fund”)

File Nos. 811-08709; 333-261721

Dear Ms. Rossotto:

 On behalf of Western
Asset High Income Fund II Inc. (the “Fund”), we transmit for filing the Fund’s responses to comments received by letter from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) on
January 18, 2022 relating to the above-referenced registration statement on Form N-2 originally filed with the Commission on December 17, 2021, pursuant to the Securities Act of 1933, as amended (the
“Securities Act”), and the Investment Company Act of 1940, as amended (the “1940 Act”) (the “Registration Statement”), through the Commission’s electronic data gathering, analysis and retrieval (“EDGAR”)
system.

 For convenience of reference, the comments of the Staff have been reproduced herein. We have discussed the Staff’s comments
with representatives of the Fund. The Fund’s responses to the Staff’s comments are set out immediately under the reproduced comment. Please note that all page numbers in the Fund’s responses are references to the page numbers of the
Registration Statement. All capitalized terms used but not defined in this letter have the meanings given to them in the Registration Statement.

General

1.
 We note that portions of the Registration Statement are incomplete. We may have additional
comments on such portions when you complete them in a pre-effective amendment, on disclosures made in response to this letter, on information supplied supplementally, or on exhibits added in any
amendments.

 The Fund acknowledges that the Staff may have additional comments.

Securities and Exchange Commission

February 16, 2022

2.
 Please update numbers and dates throughout the Registration Statement as needed.

 The Fund confirms it will update numbers and dates as applicable throughout the Registration Statement.

3.
 The Fund’s Form N-CSRS for the period ended
October 31, 2021, indicates you had significant investment exposures to certain industries, including “Hotels, Restaurants & Leisure” (12.8%
of Net Assets) and “Oil, Gas & Consumable Fuels” (26.4%) that may be uniquely impacted by economic, environmental, social, or health-related factors. To the extent that you anticipate
continued significant exposures to these or similar sectors, please consider the need for more tailored strategy disclosure describing any sector specific analyses or considerations made as well as enhanced sector specific risk
disclosure.

 In light of the Staff’s comment, the Fund will include additional disclosure regarding
its investments in these industries and the related risks thereof.

 Prospectus

Cover

4.
 In Investment Strategies, please disclose how the Fund defines “high-yield debt securities” and
disclose here these investments are otherwise known as “junk”. As these investments are considered speculative, please provide here, prominently and bolded, a cross-reference to the prospectus discussion of the risks associated with these
specific investments. As the Fund will invest “up to 35% of its total assets in debt securities of issuers located in emerging market countries,” which are also considered speculative, please provide a similar cross-reference for these
investments. See Form N-2, Item 1.1.j.

 In response to the Staff’s
comment, the Fund will add the requested disclosure.

5.
 In Leverage please disclose the actual amount of leverage in dollars and percentage terms as of the
Prospectus date.

 In response to the Staff’s comment, the Fund will add the requested disclosure.

Prospectus Summary

Investment Objectives and Strategies

6.
 On page 2, in the penultimate paragraph, the disclosure indicates the Fund will invest in convertible
securities. If the Fund will invest in contingent convertible securities, please disclose so and include appropriate risk disclosure.

In response to the Staff’s comment, the Fund will add the requested disclosure.

Securities and Exchange Commission

February 16, 2022

 Risks related to the Fund

7.
 On page 9, with respect to Foreign (non-U.S.) Investment Risk,
please state in correspondence what percentage of its portfolio the Fund typically invests in China, including the types of companies (for example, industry or ownership) and how the Fund invests (for example, Stock Connect or the New York Stock
Exchange). Given current events, please consider the need for more specific risk disclosure if the allocation will be material to the portfolio as a whole. See ADI 2020-11 Registered Funds’ Risk
Disclosure Regarding Investments in Emerging Markets (“ADI 2020-11”), at
https://www.sec.gov/investment/accounting-and-disclosure-information/principal- risks/registered-funds-risk-disclosure.

 Additionally, if the Fund will facilitate investment in Chinese companies through exchange-listed companies that
use variable interest entity structures (VIEs), please disclose so. Such disclosure should provide, at a minimum, a brief explanation of what a VIE is and the extent to which the Fund invests in issuers that use them, the material risks associated
with such investments, including legality concerns, and the impact on the Fund if the risk occurs. See, e.g., Chair Gary Gensler, Statement on Investment Protection Related to Recent Developments in China (July 30, 2021).

The Fund confirms that approximately 1.22% of its portfolio is invested in China. These investments include corporate Chinese debt securities.
The Fund confirms that it will not facilitate investment in Chinese companies through exchange-listed companies that use VIEs. As the Fund’s exposure to China is not material to the portfolio as a whole, the Fund believes that its disclosure
regarding its investments in Chinese securities is adequate.

8.
 On page 12, the disclosure includes “Smaller Company Risk”. Please disclose in Investment
Objectives and Strategies the market cap of the companies the Fund invests in.

 The Fund confirms that it can
invest in companies with any market cap. The Fund will disclose this in the “Investment Objectives and Strategies” section of the Prospectus.

The Fund’s Investments

9.
 Currently your disclosure focuses on the types of investments the Fund may make, but does not explain the
investment criteria, data, and analyses you consider when making investment decisions, or the portfolio construction parameters that apply. Please revise the disclosure here or in Subadviser Philosophy to address the investment and portfolio
construction process in greater detail.

 In response to the Staff’s comment, the Fund will add the requested
disclosure.

Securities and Exchange Commission

February 16, 2022

 Description of Shares

10.
 On page 50, in the second sentence of the second paragraph in Preferred Shares, the disclosure states
“The Fund currently expects to issue leverage, which may include Preferred Stock…immediately after the leverage is issued [emphasis added].” On the Prospectus Cover in Leverage, the disclosure states
“Currently, the Fund has no intention to issue notes or debt securities or Preferred Stock.” Please reconcile this inconsistency.

In response to the Staff’s comment, the Fund will revise this disclosure to reconcile this inconsistency.

Certain Provisions in the Charter and Bylaws

11.
 We note your Board will be divided into three classes, with Directors serving “until their
successors are elected and qualify.” Disclose here the standard for electing directors and what would happen in a contested election if neither nominee received the requisite threshold. Clarify what you mean by “qualify”.

 For both contested and uncontested elections, each Director of the Fund must be elected by a majority of votes entitled
to be cast. Each Director holds office for the term for which he or she is elected and until his or her successor is elected and qualified.

The term “qualify” is used in the Maryland General Corporation Law (the “MGCL”) to describe when a director qualifies to be
seated as a director. The MGCL specifically authorizes director qualifications in the charter or bylaws. To qualify as a nominee for election as a Director and to be elected as a Director, the Fund’s Bylaws require that an individual, at the
time of nomination, must meet certain qualification requirements. However, a qualification requirement may be waived if a majority of the Board of Directors then in office determine by resolution that the failure to satisfy such requirement will not
present undue conflicts or impede the ability of the individual to discharge the duties of a Director or the free flow of information among Directors or between the Fund’s investment adviser and the Board of Directors.

Any Director nominated for re-election who fails to receive the requisite vote for re-election at an annual meeting of shareholders, and whose successor has neither been elected nor qualified, will holdover and will continue to be considered “elected” by shareholders for purposes of
applicable law, including Maryland law and the 1940 Act.

 The Fund notes that the Commission staff has expressed the opinion that under
“the regulatory structure intended by Congress . . . investment companies are incorporated and operate pursuant to state law subject to certain requirements imposed by the [1940] Act.”1
This opinion is derived from the views of the U.S. Supreme Court, which has stated that federal regulation of investment companies is similar to federal regulation of corporate

1
 John Nuveen & Co. Incorporated, SEC No-Action Letter (Nov. 18,
1986) (“Nuveen”).

Securities and Exchange Commission

February 16, 2022

 directors in that “congressional legislation is generally enacted against the background
of existing state law.”2 In the context of directors of investment companies, the well-established position of the U.S. Supreme Court provides that the 1940 Act does “not require that
federal law displace state laws governing the powers of directors unless the state laws permit action prohibited by the [1940 Act], or unless ‘their application would be inconsistent with the federal policy underlying the cause of
action.’”3

 Pursuant to the MGCL, in the case of a failure to elect
directors at the designated time, such as in a contested election where no nominee receives the requisite vote threshold for election, the incumbent directors will hold over and continue to serve as directors until their successors are duly elected
and qualify.4 If a holdover Director was previously elected by the Fund’s shareholders, such a person continues to have been “elected” by shareholders for purposes of Maryland law,
which expressly allows such Director to hold over. Under the 1940 Act, Section 16(a) sets forth certain provisions related to the election of directors and the filling of vacancies.5

Consistent with the aforementioned Congressional objective and the Supreme Court’s holding in Burks v. Lasker, the federal
appellate court with jurisdiction over Maryland, the state in which the Fund is incorporated, has held that “state laws that do not directly conflict with the [1940 Act] or its policies are not displaced by the [1940 Act], . . . and the use of
holdover directors does not create such a conflict. . . . [T]he use of holdovers, authorized by Maryland law, does not directly conflict with federal law. Nor does their use violate policies of the [1940 Act].”6 The federal appellate court in Badlands further explained that “[t]he election of the two incumbents here at a prior shareholder meeting satisfies the plain language of [Section 16(a)].
Shareholders, not corporate insiders, are responsible for their presence on the board even though they are now holding over.”7 As such, the Fund believes that the concept of holdover
Directors as outlined in the Fund’s Charter and Bylaws is permissible under both Maryland law and the 1940 Act.

2
 See Burks v. Lasker, 441 U.S. 471, 478 (1979).

3
 Burks v. Lasker, 441 U.S. at 479(quoting Johnson v. Railway Express Agency, 421 U.S. 454, 465
(1975)). In Burks v. Lasker, the court held that federal courts should apply state law governing the authority of independent directors to discontinue derivatives suits to the extent such law is consistent with the policies of the 1940 Act
and the Investment Advisers Act of 1940.

4
 See MGCL § 2-405.

5
 Section 16(a) of the 1940 Act provides, in relevant part, that “[n]o person shall serve as a director
of a registered investment company unless elected to that office by the holders of the outstanding voting securities of such company, at an annual or a special meeting duly called for that purpose[.]” Section 16(a) also allows closed-end funds to have classified boards, “provided, that no class shall be elected for a shorter period than one year or for a longer period than five years and the term of office of at least one class shall
expire each year.”

6
 Badlands Trust Co. v. First Financial Fund, Inc., 65 Fed. App’x. 876 (4th Cir. 2003)
(“Badlands”). As a matter of Maryland law, the court in Badlands also held that a corporation could alter voting requirements for the election of directors in its bylaws. Badlands; Matson v. Alpert (In re
LandAmerica Fin. Group, Inc.), 470 B.R. 759 (Bankr. E.D.Va. 2012).

Securities and Exchange Commission

February 16, 2022

12.
 On page 52, in the last paragraph, we note the defined term “Continuing Director” and the
description of how it will be used to lower the shareholder vote threshold required to approve actions. Please explain in correspondence:

a.
 Your analysis of the legality of the overall arrangement under state law and the Investment Company
Act;

 The Fund notes that the “Continuing Director” definition is and has been common for listed closed-end funds for many decades. The Fund believes that the arrangement is permissible under both Maryland law and the 1940 Act.

Under the MGCL, the vote required to approve any matter may be set forth in the charter or, in certain cases, the bylaws of a corporation. The
threshold vote necessary to approve a matter may be increased or decreased from the statutory default provisions.8 However, the shareholder vote required to approve a charter amendment that
requires shareholder approval, a merger that requires shareholder approval, a dissolution, a transfer of all or substantially all of the corporation’s assets, conversion into another form of entity, a statutory share exchange or a similar
transaction may not be reduced below the affirmative vote of a majority of the votes entitled to be cast on the matter.9

The Continuing Director provisions set a higher voting threshold for certain matters, but reduce or eliminate the vote requirement if the Fund
obtains the requisite Continuing Director approval. As noted, if a shareholder vote is required by Maryland law (which would be the case for most charter amendments, mergers in which the Fund is not the successor and dissolutions), Continuing
Director approval reduces the vote required under Maryland law to a majority of the votes entitled to be cast on the matter, which is the minimum vote permissible under Maryland law.

With respect to the 1940 Act, as explained in greater detail above, the U.S. Supreme Court has held that federal law does not displace state
law unless state law permits an action prohibited by federal law or is inconsistent with the policy

8
 See MGCL §§ 2-104(b) and 2-506.

9
 See MGCL § 2-104(b)(5).

Securities and Exchange Commission

February 16, 2022

underlying a provision of federal law.10