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<SEC-DOCUMENT>0000950137-06-001954.txt : 20060216
<SEC-HEADER>0000950137-06-001954.hdr.sgml : 20060216
<ACCEPTANCE-DATETIME>20060216150613
ACCESSION NUMBER:		0000950137-06-001954
CONFORMED SUBMISSION TYPE:	POS EX
PUBLIC DOCUMENT COUNT:		3
FILED AS OF DATE:		20060216
DATE AS OF CHANGE:		20060216
EFFECTIVENESS DATE:		20060216

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			VAN KAMPEN HIGH INCOME TRUST II
		CENTRAL INDEX KEY:			0000846671
		IRS NUMBER:				366900462
		STATE OF INCORPORATION:			MA
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		POS EX
		SEC ACT:		1933 Act
		SEC FILE NUMBER:	333-123443
		FILM NUMBER:		06624973

	BUSINESS ADDRESS:	
		STREET 1:		VAN KAMPEN INVESTMENTS INC.
		STREET 2:		1221 AVENUE OF THE AMERICAS
		CITY:			NEW YORK
		STATE:			NY
		ZIP:			10020
		BUSINESS PHONE:		2127625441

	MAIL ADDRESS:	
		STREET 1:		VAN KAMPEN INVESTMENTS INC.
		STREET 2:		1221 AVENUE OF THE AMERICAS
		CITY:			NEW YORK
		STATE:			NY
		ZIP:			10020

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	VAN KAMPEN AMERICAN CAPITAL LIMITED TERM HIGH INCOME
		DATE OF NAME CHANGE:	19960102

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	VAN KAMPEN MERRITT LIMITED TERM HIGH INCOME TRUST
		DATE OF NAME CHANGE:	19920703
</SEC-HEADER>
<DOCUMENT>
<TYPE>POS EX
<SEQUENCE>1
<FILENAME>c02094posex.txt
<DESCRIPTION>POST-EFFECTIVE AMENDMENT TO REGISTRATION STATEMENT
<TEXT>
<PAGE>

     As filed with the Securities and Exchange Commission on February 16, 2006


                                             Securities Act File No. 333-123443
                                     Investment Company Act File No. 811-05769

================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                    FORM N-14
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933



                       [ ] PRE-EFFECTIVE AMENDMENT NO.




                       [X] POST-EFFECTIVE AMENDMENT NO. 1



                        (CHECK APPROPRIATE BOX OR BOXES)

                     VAN KAMPEN HIGH INCOME TRUST II
        (EXACT NAME OF REGISTRANT AS SPECIFIED IN DECLARATION OF TRUST)


                                 (800) 847-2424
                        (AREA CODE AND TELEPHONE NUMBER)


                           1221 AVENUE OF THE AMERICAS
                            NEW YORK, NEW YORK 10020
                    (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)


                              AMY R. DOBERMAN, ESQ.
                                MANAGING DIRECTOR
                           VAN KAMPEN INVESTMENTS INC.
                           1221 AVENUE OF THE AMERICAS
                            NEW YORK, NEW YORK 10020
                     (NAME AND ADDRESS OF AGENT FOR SERVICE)


                                   COPIES TO:




                             CHARLES B. TAYLOR, ESQ.
                    SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
                              333 WEST WACKER DRIVE
                             CHICAGO, ILLINOIS 60606
                                 (312) 407-0700


================================================================================



<PAGE>

                                EXPLANATORY NOTE


     The Joint Proxy Statement/Prospectus in the form filed on May 11, 2005
pursuant to Rule 497 of the General Rules and Regulations under the Securities
Act of 1933, as amended, and the Statement of Additional Information included in
Pre-Effective Amendment No. 1 to the Registration Statement (File Nos.
333-123443 and 811-05769) as filed on May 5, 2005 are incorporated herein by
reference.



     This amendment is being filed in order to file, as Exhibit 12 to this
Registration Statement, the tax opinion of Skadden, Arps, Slate, Meagher & Flom
LLP, tax counsel for the Registrant, and to file, as Exhibit 16 to this
Registration Statement, a power of attorney executed by certain officers of the
Registrant and each of the current members of the Registrant's Board of
Trustees.

<PAGE>
PART C: OTHER INFORMATION

ITEM 15. INDEMNIFICATION


        There has been no change in the information set forth in Item 15 of the
most recently filed Registration Statement of Van Kampen High Income Trust II
(the "Registrant") on Form N-14 under the Securities Act of 1933 and the
Investment Company Act of 1940 (File Nos. 333-123433 and 811-05769) as filed
with the Securities and Exchange Commission on May 5, 2005, which information is
incorporated herein by reference.





ITEM 16.  EXHIBITS


     1.   (a)  Declaration of Trust and amendments thereto of the Registrant++



          (b)  Certificate of Vote Establishing Preferred Shares and amendments
               thereto+++
     2.        Bylaws of the Registrant++
     3.        Not applicable
     4.        Form of Agreement and Plan of Reorganization++++
     5.   (a)  Form of specimen share certificate for Common Shares of the
               Registrant++
          (b)  Form of specimen share certificate for APS of the Registrant++
     6.        Investment Advisory Agreement between the Registrant and Van
               Kampen Asset Management++
     7.        Not Applicable
     8.   (a)  Form of Trustee Deferred Compensation Plan++
          (b)  Form of Trustee Retirement Plan++
     9.        Custodian Contract and amendments thereto++
     10.       Not Applicable
     11.       Opinion and Consent of Skadden, Arps, Slate, Meagher & Flom
               LLP++
     12.       Tax opinion of Skadden, Arps, Slate, Meagher & Flom LLP+
     13.  (a)  Transfer Agency Agreement++
          (b)  Auction Agency Agreement++
          (c)  Form of Broker-Dealer Agreement++
          (d)  (i)   Letter of Representation++
               (ii)  Form of Letter of Representations++
          (e)  Support Services Agreement++
          (f)  Fund Accounting Agreement and amendments thereto++
          (g)  Amended and Restated Legal Services Agreement++
     14.       Consent of independent registered public accounting firm++
     15.       Not Applicable
     16.       Power of Attorney+
     17.  (a)  Code of Ethics of Investment Adviser++
          (b)  Code of Ethics of the Funds++
     99.  (a)  Form of Proxy card for the Target Fund++
          (b)  Form of Proxy card for the Registrant++



+    Filed herewith.
++   Incorporated herein by reference to Pre-Effective Amendment No. 1 to
     Registrant's Registration Statement on Form N-14, File Nos. 333-123443 and
     811-05769, filed May 5, 2005.
+++  Filed as Appendix B to the Reorganization Statement of Additional
     Information, which has been incorporated herein by reference.
++++ Filed as Appendix A to the Reorganization Statement of Additional
     Information, which has been incorporated herein by reference.


ITEM 17. UNDERTAKINGS

     (1) The undersigned Registrant agrees that prior to any public reoffering
of the securities registered through use of a prospectus which is part of this
Registration Statement by any person or party who is deemed to be an underwriter
within the meaning of Rule 145(c) of the Securities Act of 1933, as amended, the
reoffering prospectus will contain information called for by the applicable
registration form for reofferings by persons who may be deemed underwriters, in
addition to the information called for by other items of the applicable form.

     (2)  The undersigned Registrant agrees that every prospectus that is filed
under paragraph (1) above will be filed as part of an amendment to the
registration statement and will not be used until the amendment is effective,
and that, in determining any liability under the Securities Act of 1933, as
amended, each post-effective amendment shall be deemed to be a new registration
statement for the securities offered therein, and the offering of securities at
that time shall be deemed to be the initial bona fide offering of them.





                                      CC-1
<PAGE>

                                   SIGNATURES


     Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant has duly caused this Amendment to the Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of New York, and the Sate of New York, on February 16, 2006.


                                   VAN KAMPEN HIGH INCOME TRUST II


                                   By: /s/ Stefanie V. Chang Yu
                                       ------------------------------------
                                       Stefanie V. Chang Yu
                                       Vice President and Secretary



     Pursuant to the requirements of the Securities Act of 1933, as amended,
this Amendment to the Registration Statement has been signed below by the
following persons in the capacities and on the date indicated.



               SIGNATURES                               TITLE
               ----------                               -----

Principal Executive Officer:


          /s/ Ronald E. Robison*              President and
- -------------------------------------------   Principal Executive Officer
              Ronald E. Robison


Principal Financial Officer:


          /s/ Phillip G. Goff*
- -------------------------------------------   Chief Financial
              Phillip G. Goff                 Officer and Treasurer



Trustees:

          /s/ David C. Arch*                  Trustee
- -------------------------------------------
              David C. Arch


          /s/ Jerry D. Choate*                Trustee
- -------------------------------------------
              Jerry D. Choate


          /s/ Rod Dammeyer*                   Trustee
- -------------------------------------------
              Rod Dammeyer





                                      CC-2
<PAGE>


          /s/ Linda Hutton Heagy*             Trustee
- -------------------------------------------
              Linda Hutton Heagy

          /s/ R. Craig Kennedy*               Trustee
- -------------------------------------------
              R. Craig Kennedy

          /s/ Howard J Kerr*                  Trustee
- -------------------------------------------
              Howard J Kerr




          /s/ Jack E. Nelson*                 Trustee
- -------------------------------------------
              Jack E. Nelson




          /s/ Hugo F. Sonnenschein*           Trustee
- -------------------------------------------
              Hugo F. Sonnenschein

          /s/ Wayne W. Whalen*                Trustee
- -------------------------------------------
              Wayne W. Whalen

          /s/ Suzanne H. Woolsey*             Trustee
- -------------------------------------------
              Suzanne H. Woolsey


* Signed by Stefanie V. Chang Yu pursuant to a power of attorney filed herewith.



          /s/ Stefanie V. Chang Yu          February 16, 2006
- -------------------------------------------
              Stefanie V. Chang Yu
                Attorney-in-Fact







                                      CC-3
<PAGE>


     Schedule Of Exhibits Post-Effective Amendment Filing No. 1 To Form N-14
                        Van Kampen High Income Trust II



12   Tax opinion of Skadden, Arps, Slate, Meagher & Flom LLP

16   Power of Attorney

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.12
<SEQUENCE>2
<FILENAME>c02094exv99w12.txt
<DESCRIPTION>TAX OPINION OF SKADDEN, ARPS
<TEXT>
<PAGE>
                                                                      Exhibit 12

                                  July 29, 2005

Van Kampen High Income Trust II
1 Parkview Plaza
PO Box 5555
Oakbrook Terrace, Illinois 60181-5555

Van Kampen High Income Trust
1 Parkview Plaza
PO Box 5555
Oakbrook Terrace, Illinois 60181-5555

Ladies and Gentlemen:

         We have acted as special counsel to the Van Kampen High Income Trust II
(the "Acquiring Fund"), a closed-end management investment company organized as
a Massachusetts business trust, and to the Van Kampen High Income Trust (the
"Target Fund"), a closed-end management investment company organized as a
Massachusetts business trust, in connection with (i) the acquisition by the
Acquiring Fund of all of the assets of the Target Fund, solely in exchange for
common shares of beneficial interest of the Acquiring Fund, par value $0.01 per
share, auction preferred shares of the Acquiring Fund, par value of $0.01 per
share and with a liquidation preference of $25,000 per share, and the assumption
by the Acquiring Fund of all of the liabilities of the Target Fund and (ii) the
subsequent liquidation of the Target Fund (collectively, the "Reorganization"),
pursuant to the Agreement and Plan of Reorganization, dated February 3, 2005,
between the Acquiring Fund and the Target Fund (the "Agreement"). You have
requested our opinion regarding whether the Reorganization will be treated for
United States federal income tax purposes as a reorganization qualifying under
Section 368(a) of the Internal Revenue Code of 1986, as amended (the "Code").
Unless otherwise defined, capitalized terms used in this opinion have the
meanings assigned to them in the Agreement.

                  In connection with our opinion, we have reviewed originals or
copies, certified or otherwise identified to our satisfaction, of the Agreement,
the Proxy Statement/Prospectus (prepared with respect to the Reorganization),
the Statement of Additional Information (also prepared with respect to the
Reorganization) and such other documents, certificates and records as we have
deemed necessary or appropriate as a basis for the opinion set forth below. We
have assumed that the Reorganization will be consummated in accordance with the
Agreement, the Proxy Statement/Prospectus, the Statement of Additional
Information and such other documents, certificates and records.

         For purposes of our opinion, we have assumed the legal capacity of all
natural persons, the genuineness of all signatures, the authenticity of all
documents submitted to us as originals, the conformity to original documents of
all documents submitted to us as certified, conformed or photostatic copies and
the authenticity of the originals of such latter documents. We have assumed that
such documents, certificates and records are duly authorized, valid and
enforceable.

         In rendering our opinion, we have also relied upon statements and
representations of officers and other representatives of the Acquiring Fund and
the Target Fund and have assumed that such statements and representations are
and will continue to be correct without regard to any qualification as to
knowledge or belief.

         Our opinion is based on the Code, Treasury regulations, judicial
authorities, published positions of the Internal Revenue Service (the "IRS") and
such other authorities as we have considered relevant, all as in effect as of
the date of this opinion and all of which are subject to change or differing
interpretations (possibly with retroactive effect). A change in the authorities
upon which our opinion is based could affect our conclusions. An opinion of
counsel is not binding on the IRS or any court. No assurance can be given that
the IRS would not assert, or that a court would not sustain, a position contrary
to this opinion.

         Based upon and subject to the foregoing, we are of the opinion that,
for United States federal income tax purposes, the Reorganization will be
treated as a "reorganization" within the meaning of Section 368(a) of the Code.

         Except as set forth above, we express no other opinion. This opinion is
expressed as of the date hereof, and we are under no obligation to supplement or
revise our opinion in order to reflect any changes in applicable law (including
any changes that have retroactive effect) or any information, statement,
representation or assumption relied upon in this opinion that becomes untrue,
incorrect or incomplete. This opinion is delivered to you solely for your
benefit and cannot be relied upon by anyone else without our written consent.



                                                     Very truly yours,

                                    /s/ Skadden, Arps, Slate, Meagher & Flom LLP

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.16
<SEQUENCE>3
<FILENAME>c02094exv99w16.txt
<DESCRIPTION>POWER OF ATTORNEY
<TEXT>
<PAGE>
                                                                     EXHIBIT 16
                                POWER OF ATTORNEY

The undersigned,

1)       being officers and trustees/directors of:

         a)     each of the Van Kampen Open-End Trusts (the "Delaware Open-End
                Trusts") as indicated on Schedule 1 attached hereto and
                incorporated by reference, each a Delaware statutory trust,

         b)     the Van Kampen Pennsylvania Tax Free Income Fund (the
                "Pennsylvania Open-End Trust"), a Pennsylvania trust, and

         c)     the Van Kampen Series Fund, Inc. (the "Corporation"), a Maryland
                corporation, (collectively, the Delaware Open-End Trusts,
                Pennsylvania Open-End Trust, and the Corporation are referred to
                herein as the "Open-End Funds");

         d)     each of the Van Kampen Closed-End Trusts (the "Massachusetts
                Closed-End Trusts") as indicated on Schedule 2 attached hereto
                and incorporated by reference, each a Massachusetts business
                trust,

         e)     the Van Kampen Bond Fund (the "Delaware Closed-End Trust"), a
                Delaware statutory trust,

         f)     each of the Van Kampen Pennsylvania Quality
                Municipal Trust, Van Kampen Trust for Investment
                Grade Pennsylvania Municipals, Van Kampen Advantage
                Pennsylvania Municipal Income Trust and Van Kampen
                Pennsylvania Value Municipal Income Trust (the
                "Pennsylvania Closed-End Trusts"), each a
                Pennsylvania trust (collectively, the Massachusetts
                Closed-End Trusts, Delaware Closed-End Trust and
                Pennsylvania Closed-End Trusts are referred to
                herein as the "Closed-End Funds");

2)       being officers and trustees, with the exception of Jerry D. Choate,
         Linda Hutton Heagy, R. Craig Kennedy, Ronald E. Robison (Mr. Robison
         is president but not a trustee), Jack E. Nelson and Suzanne H. Woolsey,
         of:

         a)     each of the Van Kampen Senior Income Trust and Van Kampen Senior
                Loan Fund (the "Senior Loan Funds"), each a Massachusetts
                business trust;

3)       being officers and managing general partners of:

         a)     the Van Kampen Exchange Fund (the "Exchange Fund"), a California
                Limited Partnership (collectively, the Open-End Funds,
                Closed-End Funds, Senior Loan Funds and Exchange Fund are
                referred to herein as the "Funds")

do hereby, in the capacities shown below, appoint any Assistant Secretary,
Secretary or Vice President of the Funds, as agents and attorneys-in-fact with
full power of substitution and resubstitution, for each of the undersigned, as
fully to all intents as he or she might or could do in person, for the purposes
to execute and deliver, for and on behalf of the undersigned, any Registration
Statement on Form N-1A of the Open-End Funds or Exchange Fund (including any and
all amendments thereto), any Registration Statement on Form N-2 of the
Closed-End Funds or Senior Loan Funds (including any and all amendments
thereto), any Registration Statement on Form N-14 of the Funds (including any
and all amendments thereto) and any other document, upon the advice of counsel,
filed by each Fund with the Securities and Exchange Commission pursuant to the
provisions of the Securities Act of 1933, the Securities Exchange Act of 1934
and the Investment Company Act of 1940.

         This Power of Attorney may be executed in multiple counterparts, each
of which shall be deemed an original, but which taken together shall constitute
one instrument.

Dated: November 16, 2005

<PAGE>
<TABLE>
<CAPTION>

             Signature                                                                    Title
             ---------                                                                    -----

<S>                                                                     <C>
/s/ Ronald E. Robison                                                   President and Principal Executive Officer
- ----------------------------------
      Ronald E. Robison


/s/ Phillip G. Goff                                                       Chief Financial Officer and Treasurer
- ----------------------------------
          Phillip G. Goff

/s/ Stefanie Chang Yu                                                         Vice President and Secretary
- ----------------------------------
         Stefanie Chang Yu

/s/ David C. Arch                                                       Trustee/Director/Managing General Partner
- ----------------------------------
           David C. Arch

/s/ Jerry D. Choate                                                     Trustee/Director/Managing General Partner
- ----------------------------------
          Jerry D. Choate


/s/ Rod Dammeyer                                                        Trustee/Director/Managing General Partner
- ----------------------------------
           Rod Dammeyer


/s/ Linda Hutton Heagy                                                  Trustee/Director/Managing General Partner
- ----------------------------------
        Linda Hutton Heagy


/s/ R. Craig Kennedy                                                    Trustee/Director/Managing General Partner
- ----------------------------------
         R. Craig Kennedy


/s/ Howard J Kerr                                                       Trustee/Director/Managing General Partner
- ----------------------------------
           Howard J Kerr


/s/ Jack E. Nelson                                                      Trustee/Director/Managing General Partner
- ----------------------------------
          Jack E. Nelson


/s/ Hugo F. Sonnenschein                                                Trustee/Director/Managing General Partner
- ----------------------------------
       Hugo F. Sonnenschein


/s/ Wayne W. Whalen                                                     Trustee/Director/Managing General Partner
- ----------------------------------
          Wayne W. Whalen


/s/ Suzanne H. Woolsey                                                  Trustee/Director/Managing General Partner
- ----------------------------------
        Suzanne H. Woolsey

</TABLE>


</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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