UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-Q
QUARTERLY SCHEDULE OF PORTFOLIO HOLDINGS OF REGISTERED MANAGEMENT
INVESTMENT COMPANY
Investment Company Act file number 811-8215
Name of Fund: MuniHoldings Fund II, Inc.
Fund Address: P.O. Box 9011
Princeton, NJ 08543-9011
Name and address of agent for service: Terry K. Glenn, President,
MuniHoldings Fund II, Inc., 800 Scudders Mill Road,
Plainsboro, NJ, 08536. Mailing address: P.O. Box 9011,
Princeton, NJ, 08543-9011
Registrant's telephone number, including area code: (609) 282-2800
Date of fiscal year end: 07/31/04
Date of reporting period: 08/01/04 - 10/31/04
Item 1 - Schedule of Investments
MuniHoldings Fund II, Inc.
Schedule of Investments as of October 31, 2004 (in Thousands)
S&P Moody's Face
State Ratings Ratings Amount Municipal Bonds Value
Alabama - 2.7% AAA Aaa $ 4,000 Jefferson County, Alabama, Sewer Revenue Bonds, Series D,
5.70% due 2/01/2007(b)(h) $ 4,360
Arizona - 4.3% BBB+ Baa1 1,000 Arizona Health Facilities Authority Revenue Bonds
(Catholic Healthcare West), Series A, 6.625% due 7/01/2020 1,106
NR* Caa2 2,800 Phoenix, Arizona, IDA, Airport Facility Revenue Refunding
Bonds (America West Airlines Inc. Project), AMT,
6.30% due 4/01/2023 2,064
NR* Baa3 1,000 Pima County, Arizona, IDA, Education Revenue Bonds (Arizona
Charter Schools Project), Series C, 6.75% due 7/01/2031 1,035
Pima County, Arizona, IDA, M/F Housing Revenue Bonds
(Columbus Village), Series A (f):
AAA NR* 585 6.00% due 10/20/2031 589
AAA NR* 770 6.05% due 10/20/2041 775
NR* NR* 1,325 Show Low, Arizona, Improvement District No. 5, Special Assessment
Bonds, 6.375% due 1/01/2015 1,391
Arkansas - 0.7% NR* Aaa 1,000 University of Arkansas, University Construction Revenue Bonds
(UAMS Campus), Series B, 5% due 11/1/2022(d) 1,062
California - 26.0% AAA Aaa 2,000 Benicia, California, Unified School District, GO, Refunding,
Series A, 5.615%** due 8/01/2020(b) 957
BBB+ A2 5,000 California State Department of Water Resources, Power Supply
Revenue Bonds, Series A, 5.25% due 5/1/2020 5,405
A A3 2,250 California State, GO, Refunding, 5.375% due 10/01/2027 2,396
A- Baa1 5,200 California State Public Works Board, Lease Revenue Bonds
(Department of Corrections), Series C, 5.25% due 6/01/2028 5,423
Portfolio
Abbreviations
To simplify the listings of MuniHoldings 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.
AMT Alternative Minimum Tax (subject to)
EDA Economic Development Authority
GO General Obligation Bonds
HDA Housing Development Authority
HFA Housing Finance Agency
IDA Industrial Development Authority
IDR Industrial Development Revenue Bonds
M/F Multi-Family
PCR Pollution Control Revenue Bonds
RIB Residual Interest Bonds
VRDN Variable Rate Demand Notes
Schedule of Investments as of October 31, 2004 (concluded) (in Thousands)
S&P Moody's Face
State Ratings Ratings Amount Municipal Bonds Value
California Golden State Tobacco Securitization Corporation of
(concluded) California, Tobacco Settlement Revenue Bonds:
BBB Baa3 $ 870 Series A-3, 7.875% due 6/01/2042 $ 938
A- Baa1 2,000 Series B, 5.75% due 6/01/2021 2,122
A- Baa1 1,330 Series B, 5.625% due 6/01/2033 1,425
AAA Aaa 3,330 Los Angeles, California, Unified School District, GO,
Series A, 5% due 1/01/2028(d) 3,446
NR* NR* 1,750 Poway, California, Unified School District, Special Tax
(Community Facilities District Number 6 Area), Series A,
6.125% due 9/01/2033 1,833
Sacramento County, California, Sanitation District
Financing Authority, Revenue Refunding Bonds (e):
AA Aa3 1,000 RIB, Series 366, 9.692% due 12/01/2027 1,101
AA Aa3 2,500 Trust Receipts, Class R, Series A, 9.885% due 12/01/2019 2,771
AAA Aaa 5,400 San Diego, California, Unified Port District, Revenue
Refunding Bonds, AMT, Series A, 5.25% due 9/01/2019 (d) 5,876
San Marino, California, Unified School District, GO,
` Series A (d):
AAA Aaa 1,820 5.50%** due 7/01/2017 1,043
AAA Aaa 1,945 5.55%** due 7/01/2018 1,053
AAA Aaa 2,070 5.60%** due 7/01/2019 1,058
AAA Aaa 5,000 Tracy, California, Area Public Facilities Financing
Agency, Special Tax Refunding Bonds (Community
Facilities District Number 87-1), Series H, 5.875%
due 10/01/2019(d) 5,453
Colorado - 2.7% NR* NR* 1,890 Elk Valley, Colorado, Public Improvement Revenue Bonds
(Public Improvement Fee), Series A, 7.10% due 9/01/2014 1,979
A-1+ VMIG-1+ 2,400 Moffat County, Colorado, PCR, Refunding (Pacificorp Projects),
VRDN, 1.74% due 5/01/2013(a)(j) 2,400
Florida - 6.4% NR* NR* 1,700 Ballantrae, Florida, Community Development District, Capital
Improvement Revenue Bonds, 6% due 5/1/2035 1,721
BBB- Baa3 1,000 Broward County, Florida, Airport Exempt Facility Revenue
Bonds (Learjet Inc. Project), AMT, 7.50% due 11/1/2020 1,108
AA- A3 1,025 Broward County, Florida, Resource Recovery Revenue
Refunding Bonds (Wheelabrator South Broward),
Series A, 5.375% due 12/01/2009 1,123
NR* NR* 2,450 Midtown Miami, Florida, Community Development District,
Special Assessment Revenue Bonds, Series A, 6.25% due 5/01/2037 2,536
A A2 2,400 Orange County, Florida, Health Facilities Authority,
Hospital Revenue Bonds (Orlando Regional Healthcare),
6% due 12/01/2028 2,583
NR* NR* 1,300 Preserve at Wilderness Lake, Florida, Community Development
District, Capital Improvement Bonds,
Series A, 5.90% due 5/01/2034 1,306
Georgia - 2.4% NR* NR* 1,250 Atlanta, Georgia, Tax Allocation Revenue Bonds (Atlantic Station
Project), 7.90% due 12/01/2024 1,356
NR* NR* 1,315 Brunswick & Glynn County, Georgia, Development Authority,
First Mortgage Revenue Bonds (Coastal Community Retirement
Corporation Project), Series A, 7.25% due 1/01/2035 1,304
BBB NR* 1,250 Milledgeville-Baldwin County, Georgia, Development Authority
Revenue Bonds (Georgia College and State University Foundation),
5.50% due 9/01/2024 1,309
Idaho - 1.2% BB+ Ba3 2,000 Power County, Idaho, Industrial Development Corporation,
Solid Waste Disposal Revenue Bonds (FMC Corporation Project),
AMT, 6.45% due 8/01/2032 2,050
Illinois - 2.4% CCC Caa2 1,000 Chicago, Illinois, O'Hare International Airport, Special Facility
Revenue Refunding Bonds (American Airlines Inc. Project),
8.20% due 12/01/2024 730
NR* NR* 1,000 Chicago, Illinois, Special Assessment Bonds (Lake Shore East),
6.75% due 12/01/2032 1,037
AA Aa2 2,000 Illinois HDA, Homeowner Mortgage Revenue Bonds, AMT,
Sub-Series C-2, 5.25% due 8/01/2022 2,083
Kentucky - 1.4% NR* NR* 1,165 Kenton County, Kentucky, Airport Board, Special Facilities
Revenue Bonds (Mesaba Aviation Inc. Project), AMT, Series A,
6.625% due 7/01/2019 973
NR* NR* 1,200 Kentucky Economic Development Finance Authority, Health System
Revenue Bonds (Norton Healthcare Inc.), Series A,
6.50% due 10/01/2020 1,303
Maine - 2.2% AA+ Aa1 3,455 Maine State Housing Authority, Mortgage Purchase Revenue
Refunding Bonds, Series B, 5.30% due 11/15/2023 3,646
Maryland - 2.5% NR* Baa3 1,250 Maryland State Economic Development Corporation, Student
Housing Revenue Bonds (University of Maryland College
Park Project), 6.50% due 6/01/2027 1,364
NR* NR* 1,050 Maryland State Energy Financing Administration, Limited
Obligation Revenue Bonds (Cogeneration-AES Warrior Run),
AMT, 7.40% due 9/01/2019 1,075
NR* A2 1,600 Maryland State Health and Higher Educational Facilities
Authority Revenue Bonds (Calvert Health System),
5.50% due 7/01/2036 1,663
Massachusetts - Massachusetts State Development Finance Agency Revenue
2.6% Bonds (Neville Communities Home),Series A (f):
AAA NR* 600 5.75% due 6/20/2022 672
AAA NR* 1,500 6.00% due 6/20/2044 1,653
BB+ NR* 1,000 Massachusetts State Development Finance Agency,
Revenue Refunding Bonds (Eastern Nazarene College),
5.625% due 4/01/2029 861
AAA Aaa 1,000 Massachusetts State, HFA, Housing Revenue Bonds
(Rental Mortgage), AMT, Series C, 5.625% due
7/01/2040(a) 1,034
Michigan - 5.1% A NR* 1,100 Flint, Michigan, Hospital Building Authority, Revenue
Refunding Bonds (Hurley Medical Center), Series A,
6% due 7/01/2020 1,207
B Ba3 2,000 Michigan State Hospital Finance Authority, Revenue
Refunding Bonds (Detroit Medical Center Obligation
Group), Series A, 6.50% due 8/15/2018 1,882
AAA Aaa 5,000 Michigan State Strategic Fund, Limited Obligation
Revenue Refunding Bonds (Detroit Edison Company
Project), AMT, Series C, 5.65% due 9/01/2029(i) 5,286
Minnesota - A- NR* 1,680 Minneapolis, Minnesota, Community Development
4.7% Agency, Supported Development Revenue Refunding
Bonds (Common Bond), Series G-3, 5.35% due 12/01/2021 1,776
Rockford, Minnesota, Independent School District
Number 883, GO (c):
AAA Aaa 2,870 5.60% due 2/01/2019 3,198
AAA Aaa 2,390 5.60% due 2/01/2020 2,651
Mississippi - 1.8% Mississippi Business Finance Corporation, Mississippi,
PCR, Refunding (System Energy Resources Inc. Project):
BBB- Ba1 2,500 5.875% due 4/01/2022 2,508
BBB- Ba1 500 5.90% due 5/01/2022 505
Missouri - 2.4% Fenton, Missouri, Tax Increment Revenue Refunding and
Improvement Bonds (Gravois Bluffs):
NR* NR* 730 6.75% due 10/01/2015 768
NR* NR* 1,000 7.00% due 10/01/2021 1,082
NR* NR* 1,000 Kansas City, Missouri, IDA, First Mortgage Health Facilities
Revenue Bonds (Bishop Spencer Place), Series A,
6.50% due 1/01/2035 1,018
BBB+ Baa1 1,000 Missouri State Development Finance Board, Infrastructure
Facilities Revenue Refunding Bonds (Branson), Series A,
5.50% due 12/01/2032 1,033
New Jersey - 9.4% New Jersey EDA, Cigarette Tax Revenue Bonds:
BBB Baa2 4,050 5.75% due 6/15/2029 4,153
BBB Baa2 1,890 5.50% due 6/15/2031 1,901
New Jersey EDA, Retirement Community Revenue Bonds, Series A:
NR* NR* 1,000 (Cedar Crest Village Inc. Facility), 7.25% due 11/15/2031 1,024
NR* NR* 2,000 (Seabrook Village Inc.), 8.125% due 11/15/2023 2,160
B Caa2 2,000 New Jersey EDA, Special Facility Revenue Bonds (Continental
Airlines Inc. Project), AMT, 6.625% due 9/15/2012 1,772
NR* Baa1 2,375 New Jersey Health Care Facilities Financing Authority
Revenue Bonds (South Jersey Hospital), 6% due 7/1/2026 2,515
BBB Baa3 1,725 Tobacco Settlement Financing Corporation of New Jersey
Revenue Bonds, 7% due 6/01/2041 1,723
New Mexico - 2.3% BBB- Baa2 3,675 Farmington, New Mexico, PCR, Refunding (Public Service
Company-San Juan Project), Series A, 5.80% due 4/01/2022 3,720
New York - 15.0% NR* NR* 1,000 Dutchess County, New York, IDA, Civic Facility Revenue
Refunding Bonds (Saint Francis Hospital), Series A,
7.50% due 3/01/2029 993
NR* NR* 415 New York City, New York, City IDA, Civic Facility Revenue
Bonds, Series C, 6.80% due 6/01/2028 430
BB- Ba2 825 New York City, New York, City IDA, Special Facility
Revenue Bonds (British Airways PLC Project), AMT, 820
7.625% due 12/01/2032
New York City, New York, Sales Tax Asset Receivable
Corporation Revenue Bonds, Series A (a):
AAA Aaa 3,000 5.25% due 10/15/2027 3,224
AAA Aaa 2,000 5.00% due 10/15/2029 2,073
New York State Dormitory Authority Revenue Bonds (d):
AAA A3 2,550 (Mental Health Services), Series B, 5.75% due 2/15/2010(h) 2,913
AAA A3 950 (Mental Health Services), Series B, 5.75% due 2/15/2020 1,062
AAA Aaa 2,030 (School Districts Financing Program), Series D,
5.25% due 10/01/2023 2,182
AA Aaa 1,785 New York State Dormitory Authority, State Personal Income
Tax Education Revenue Bonds, Series A, 5% due 3/15/2020(d) 1,915
NR* NR* 55 Suffolk County, New York, IDA, Civic Facility Revenue Bonds
(Special Needs Facilities Pooled Program), Series D-1,
5.50% due 7/01/2007 56
Tobacco Settlement Financing Corporation of New York
Revenue Bonds:
AA- A3 1,100 Series A-1, 5.50% due 6/01/2015 1,199
AA- A3 2,400 Series A-1, 5.50% due 6/01/2018 2,640
AAA Aaa 2,000 Series A-1, 5.25% due 6/01/2022(a) 2,153
AA- A3 1,100 Series C-1, 5.50% due 6/01/2022 1,196
NR* NR* 1,575 Westchester County, New York, IDA, Continuing Care Retirement,
Mortgage Revenue Bonds (Kendal on Hudson Project), Series A,
6.50% due 1/01/2034 1,604
North Carolina - BBB Baa2 2,000 North Carolina Eastern Municipal Power Agency, Power
2.0% System Revenue Bonds, Series D, 6.75% due 1/1/2026 2,227
NR* Baa1 1,000 North Carolina Medical Care Commission, Health Care
Housing Revenue Bonds (The ARC of North Carolina Projects),
Series A, 5.80% due 10/01/2034 1,013
Ohio - 6.2% AAA Aaa 10,000 Ohio State Air Quality Development Authority Revenue
Refunding Bonds (Dayton Power & Light Company), Series B,
6.40% due 8/15/2027(d) 10,036
Oklahoma - 0.9% Tulsa, Oklahoma, Municipal Airport Trust Revenue Refunding
Bonds (AMR Corporation), AMT, Series A:
B- Caa2 1,075 5.375% due 12/01/2035 1,025
B- Caa2 430 5.80% due 6/01/2035 429
Pennsylvania - NR* NR* 2,750 Pennsylvania Economic Development Financing Authority,
4.0% Exempt Facilities Revenue Bonds (National Gypsum Company),
AMT, Series A, 6.25% due 11/01/2027 2,877
NR* NR* 540 Philadelphia, Pennsylvania, Authority for IDR,
Commercial Development, 7.75% due 12/01/2017 552
A- NR* 2,630 Sayre, Pennsylvania, Health Care Facilities Authority
Revenue Bonds (Guthrie Health Issue), Series B,
7.125% due 12/01/2031 3,090
Rhode Island - BBB Baa2 2,190 Rhode Island State Health and Educational Building
1.4% Corporation, Hospital Financing Revenue Bonds
(Lifespan Obligation Group), 6.50% due 8/15/2032 2,329
South Carolina - BBB+ Baa2 2,080 Medical University, South Carolina, Hospital Authority,
2.7% Hospital Facilities Revenue Refunding Bonds, Series A,
6.375% due 8/15/2027 2,208
BBB- NR* 2,000 South Carolina Jobs, EDA, Economic Development Revenue
Bonds (Westminster Presbyterian Center), 7.75% due 11/15/2030 2,133
Tennessee - 4.0% NR* NR* 2,200 Hardeman County, Tennessee, Correctional Facilities
Corporation Revenue Bonds, Series B, 7.375% due 8/1/2017 2,276
Shelby County, Tennessee, Health, Educational and Housing
Facility Board, Hospital Revenue Refunding Bonds (Methodist
Healthcare):
A- A3 2,170 6.50% due 9/01/2012(h) 2,647
A- A3 1,280 6.50% due 9/01/2026(k) 1,549
Texas - 14.0% BBB- Baa3 2,665 Austin, Texas, Convention Center Revenue Bonds (Convention
Enterprises Inc.), First Tier, Series A, 6.70% due 1/01/2028 2,833
Brazos River Authority, Texas, PCR, Refunding (TXU Energy
Company LLC Project):
BBB Baa2 750 AMT, Series C, 6.75% due 10/01/2038 800
BBB- Baa2 1,000 Series B, 4.75% due 5/01/2029 1,032
A A3 2,875 Brazos River, Texas, Harbor Navigation District, Brazoria
County Environmental Revenue Refunding Bonds (Dow Chemical
Company Project), AMT, Series A-7, 6.625% due 5/15/2033 3,177
BBB- Baa3 1,965 Dallas-Fort Worth, Texas, International Airport Facility,
Improvement Corporation Revenue Bonds (Learjet Inc.),
AMT, Series 2001-A-1, 6.15% due 1/01/2016 1,965
CCC Caa2 1,000 Dallas-Fort Worth, Texas, International Airport Facility,
Improvement Corporation Revenue Refunding Bonds (American Airlines),
AMT, Series B, 6.05% due 5/01/2029 931
A-1+ VMIG-1+ 3,900 Harris County, Texas, Health Facilities Development
Corporation, Hospital Revenue Bonds (Texas Children's Hospital),
VRDN, Series B-1, 1.75% due 10/01/2029(d)(j) 3,900
NR* NR* 1,300 Houston, Texas, Health Facilities Development Corporation,
Retirement Facility Revenue Bonds (Buckingham Senior Living
Community), Series A, 7.125% due 2/15/2034 1,346
BBB- Ba2 2,965 Matagorda County, Texas, Navigation District Number 1 Revenue
Refunding Bonds (Reliant Energy Inc.), Series C, 8% due 5/01/2029 3,292
BB Ba2 1,100 Port Corpus Christi, Texas, Individual Development Corporation,
Environmental Facilities Revenue Bonds (Citgo Petroleum Corporation
Project), AMT, 8.25% due 11/01/2031 1,176
B- Ba3 2,495 Red River Authority, Texas, PCR, Refunding (Celanese Project),
Series A, 6.45% due 11/01/2030 2,416
Vermont - 0.6% BBB+ NR* 1,000 Vermont Educational and Health Buildings, Financing Agency
Revenue Bonds (Developmental and Mental Health), Series A,
6.50% due 6/15/2032 1,034
Virginia - 16.7% Chesterfield County, Virginia, IDA, PCR (Virginia Electric
and Power Company):
BBB+ A3 425 Series A, 5.875% due 6/01/2017 470
BBB+ A3 575 Series B, 5.875% due 6/01/2017 636
AAA Aaa 10,000 Fairfax County, Virginia, EDA, Resource Recovery Revenue
Refunding Bonds, AMT, Series A, 6.10% due 2/01/2011(a) 11,446
Pocahontas Parkway Association, Virginia, Toll Road Revenue Bonds:
NR* B1 6,200 First Tier, Sub-Series C, 6.25%** due 8/15/2030 772
BB Ba2 4,310 Senior Series A, 5.50% due 8/15/2028 3,912
BB Ba2 18,400 Senior-Series B, 7.35%** due 8/15/2030 3,362
AAA Aaa 1,925 Virginia State, HDA, Commonwealth Mortgage Revenue Bonds,
Series J, Sub-Series J-1, 5.20% due 7/01/2019(d) 1,999
AA+ Aa1 1,095 Virginia State, HDA, Rental Housing Revenue Bonds, AMT,
Series B, 5.625% due 8/01/2011 1,167
AA+ Aa1 3,200 Virginia State, HDA, Revenue Bonds, AMT, Series D,
6% due 4/01/2024 3,407
Washington - 0.6% NR* NR* 1,065 Seattle, Washington, Housing Authority Revenue Bonds
(Replacement Housing Project), 6.125% due 12/1/2032 1,054
Wisconsin - 1.4% A-1+ Aaa 800 Wisconsin State Health and Educational Facilities Authority
Revenue Bonds (Gundersen Clinic, Ltd. & Lutheran Hospital-La Crosse),
VRDN, Series A, 1.74% due 12/01/2015(c)(j) 800
BBB+ NR* 1,360 Wisconsin State Health and Educational Facilities Authority
Revenue Bonds (Synergyhealth Inc.), 6% due 11/15/2032 1,431
Virgin Islands - BBB- Baa3 3,600 Virgin Islands Government Refinery Facilities, Revenue
2.4% Refunding Bonds (Hovensa Coker Project), AMT, 6.50%
due 7/01/2021 3,933
Total Municipal Bonds (Cost - $240,410) - 155.1% 252,575
Shares
Held Short-Term Securities
12 Merrill Lynch Institutional Tax-Exempt Fund (g) 12
Total Short-Term Securities (Cost - $12) - 0.0% 12
Total Investments (Cost - $240,422***) - 155.1% 252,587
Liabilities in Excess of Other Assets - (1.6%) (2,701)
Preferred Stock, at Redemption Value - (53.5%) (87,058)
-----------
Net Assets Applicable to Common Stock - 100.0% $ 162,828
===========
*Not Rated.
**Represents a zero coupon bond; the interest rate shown reflects
the effective yield at the time of purchase by the Fund.
***The cost and unrealized appreciation/depreciation of
investments as of October 31, 2004, as computed for federal income
tax purposes, were as follows:
(in Thousands)
Aggregate cost $ 240,422
===========
Gross unrealized appreciation $ 14,110
Gross unrealized depreciation (1,945)
-----------
Net unrealized appreciation $ 12,165
===========
+Highest short-term rating by Moody's Investors Service, Inc.
(a)AMBAC Insured.
(b)FGIC Insured.
(c)FSA Insured.
(d)MBIA Insured.
(e)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 October 31, 2004.
(f)GNMA Collateralized.
(g)Investments in companies considered to be an affiliate of the
Fund (such companies are defined as "Affiliated Companies" in
Section 2(a)(3) of the Investment Company Act of 1940) were as
follows:
(in Thousands)
Net Dividend
Affiliate Activity Income
Merrill Lynch Institutional
Tax-Exempt Fund - $ 3
(h)Prerefunded.
(i)XL Capital Insured.
(j)The interest rate is subject to change periodically based upon
prevailing market rates. The interest rate shown is the rate
in effect at October 31, 2004
(k)Escrowed to Maturity.
Item 2 - Controls and Procedures
2(a) - The registrant's certifying officers have reasonably designed
such disclosure controls and procedures to ensure material
information relating to the registrant is made known to us by others
particularly during the period in which this report is being
prepared. The registrant's certifying officers have determined that
the registrant's disclosure controls and procedures are effective
based on our evaluation of these controls and procedures as of a
date within 90 days prior to the filing date of this report.
2(b) - There were no changes in the registrant's internal control
over financial reporting (as defined in Rule 30a-3(d) under the Act
(17 CFR 270.30a-3(d)) that occurred during the last fiscal quarter
of the period covered by this report that has materially affected,
or is reasonably likely to materially affect, the registrant's
internal control over financial reporting.
Item 3 - Exhibits
Certifications - Attached hereto
Pursuant to the requirements of the Securities Exchange Act of 1934
and the Investment Company Act of 1940, the registrant has duly
caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
MuniHoldings Fund II, Inc.
By: /s/ Terry K. Glenn________
Terry K. Glenn,
President
MuniHoldings Fund II, Inc.
Date: December 20, 2004
Pursuant to the requirements of the Securities Exchange Act of 1934
and the Investment Company Act of 1940, this report has been signed
below by the following persons on behalf of the registrant and in
the capacities and on the dates indicated.
By: /s/ Terry K. Glenn________
Terry K. Glenn
President
MuniHoldings Fund II, Inc.
Date: December 20, 2004
By: /s/ Donald C. Burke________
Donald C. Burke
Chief Financial Officer
MuniHoldings Fund II, Inc.
Date: December 20, 2004