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: Robert C. Doll, Jr., Chief Executive
Officer, 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: 07/31/2006
Date of reporting period: 02/01/06 - 04/30/06
Item 1 - Schedule of Investments
MuniHoldings Fund II, Inc.
Schedule of Investments as of April 30, 2006 (in Thousands)
Face
State Amount Municipal Bonds Value
Alabama - 2.1% $ 3,450 Jefferson County, Alabama, Limited Obligation School Warrants, Series A,
5% due 1/01/2024 $ 3,523
Arizona - 5.0% 1,000 Arizona Health Facilities Authority Revenue Bonds (Catholic Healthcare West),
Series A, 6.625% due 7/01/2020 1,105
1,500 Maricopa County, Arizona, IDA, Education Revenue Bonds (Arizona Charter
Schools Project 1), Series A, 6.50% due 7/01/2012 1,512
2,800 Phoenix, Arizona, IDA, Airport Facility, Revenue Refunding Bonds (America
West Airlines Inc. Project), AMT, 6.30% due 4/01/2023 2,490
1,000 Pima County, Arizona, IDA, Education Revenue Bonds (Arizona Charter Schools
Project), Series C, 6.75% due 7/01/2031 1,042
1,000 Pinal County, Arizona, COP, 5% due 12/01/2029 1,007
1,095 Show Low, Arizona, Improvement District Number 5, Special Assessment Bonds,
6.375% due 1/01/2015 1,126
Arkansas - 0.6% 1,000 University of Arkansas, University Construction Revenue Bonds (UAMS Campus),
Series B, 5% due 11/01/2022 (d) 1,039
California - 22.3% 2,000 Benicia, California, Unified School District, GO, Refunding, Series A, 5.615%
due 8/01/2020 (b)(n) 1,011
2,565 California Pollution Control Financing Authority, PCR, Refunding, DRIVERS, AMT,
Series 878Z, 6.558% due 12/01/2009 (d)(e) 2,844
5,200 California State Public Works Board, Lease Revenue Bonds (Department of
Corrections), Series C, 5.25% due 6/01/2028 5,391
1,000 East Side Union High School District, California, Santa Clara County, GO
(Election of 2002), Series D, 5% due 8/01/2020 (i) 1,048
870 Golden State Tobacco Securitization Corporation of California, Tobacco Settlement
Revenue Bonds, Series A-3, 7.875% due 6/01/2042 1,036
1,330 Golden State Tobacco Securitization Corporation of California, Tobacco Settlement
Revenue Bonds, Series B, 5.625% due 6/01/2013 (h) 1,463
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)
COP Certificates of Participation
DRIVERS Derivative Inverse Tax-Exempt Receipts
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
PCR Pollution Control Revenue Bonds
RIB Residual Interest Bonds
S/F Single-Family
VRDN Variable Rate Demand Notes
MuniHoldings Fund II, Inc.
Schedule of Investments as of April 30, 2006 (concluded) (in Thousands)
Face
State Amount Municipal Bonds Value
California $ 6,030 Los Angeles, California, Unified School District, GO, Series A, 5% due
(concluded) 1/01/2028 (d) $ 6,232
1,750 Poway, California, Unified School District, Special Tax (Community Facilities
District Number 6 Area), Series A, 6.125% due 9/01/2033 1,866
1,820 San Marino, California, Unified School District, GO, Series A, 5.50% due
7/01/2017 (d)(n) 1,089
1,945 San Marino, California, Unified School District, GO, Series A, 5.55% due
7/01/2018 (d)(n) 1,102
2,070 San Marino, California, Unified School District, GO, Series A, 5.60% due
7/01/2019 (d)(n) 1,108
5,525 Sequoia, California, Unified High School District, GO, Refunding, Series B,
5.50% due 7/01/2035 (c) 6,052
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) 5,184
1,250 Tustin, California, Unified School District, Senior Lien Special Tax Bonds
(Community Facilities District Number 97-1), Series A, 5% due 9/01/2032 (c) 1,277
Colorado - 1.7% 1,845 Elk Valley, Colorado, Public Improvement Revenue Bonds (Public Improvement Fee),
Series A, 7.10% due 9/01/2014 1,972
860 Plaza Metropolitan District Number 1, Colorado, Tax Allocation Revenue Bonds
(Public Improvement Fees), 8.125% due 12/01/2025 857
Connecticut - 0.9% 1,715 Bridgeport, Connecticut, Senior Living Facilities Revenue Bonds (3030 Park
Retirement Community Project), 7.25% due 4/01/2035 1,445
Florida - 8.6% 1,640 Ballantrae, Florida, Community Development District, Capital Improvement Revenue
Bonds, 6% due 5/01/2035 1,704
2,090 Florida State Department of Transportation, Turnpike Revenue Bonds, Series A,
5% due 7/01/2030 2,161
1,765 Miami-Dade County, Florida, Subordinate Special Obligation Revenue Bonds,
Series A, 5.24% due 10/01/2037 (d)(n) 328
2,450 Midtown Miami, Florida, Community Development District, Special Assessment
Revenue Bonds, Series A, 6.25% due 5/01/2037 2,671
2,400 Orange County, Florida, Health Facilities Authority, Hospital Revenue Bonds
(Orlando Regional Healthcare), 6% due 12/01/2012 (h) 2,680
1,515 Orlando, Florida, Greater Orlando Aviation Authority, Airport Facilities
Revenue Bonds (JetBlue Airways Corp.), AMT, 6.50% due 11/15/2036 1,519
1,270 Preserve at Wilderness Lake, Florida, Community Development District, Capital
Improvement Bonds, Series A, 5.90% due 5/01/2034 1,303
1,700 West Villages Improvement District, Florida, Special Assessment Revenue Refunding
Bonds (Unit of Development Number 2), 5.80% due 5/01/2036 1,736
Georgia - 3.8% 1,250 Atlanta, Georgia, Tax Allocation Bonds (Atlantic Station Project), 7.90% due
12/01/2024 1,386
1,535 Brunswick & Glynn County, Georgia, Development Authority, First Mortgage Revenue
Bonds (Coastal Community Retirement Corporation Project), Series A, 7.25% due
1/01/2035 1,551
1,945 Fulton County, Georgia, Development Authority, PCR (General Motors Corporation),
Refunding, VRDN, 8% due 4/01/2010 (j) 1,945
1,250 Milledgeville-Baldwin County, Georgia, Development Authority Revenue Bonds
(Georgia College and State University Foundation), 5.50% due 9/01/2024 1,299
Idaho - 1.3% 2,000 Power County, Idaho, Industrial Development Corporation, Solid Waste Disposal
Revenue Bonds (FMC Corporation Project), AMT, 6.45% due 8/01/2032 2,135
Illinois - 2.8% 1,000 Chicago, Illinois, O'Hare International Airport, Special Facility Revenue
Refunding Bonds (American Airlines Inc. Project), 8.20% due 12/01/2024 1,004
1,000 Chicago, Illinois, Special Assessment Bonds (Lake Shore East), 6.75% due 12/01/2032 1,073
2,000 Illinois HDA, Homeowner Mortgage Revenue Bonds, AMT, Sub-Series C-2, 5.25% due
8/01/2022 2,039
500 Illinois State Finance Authority Revenue Bonds (Landing At Plymouth Place Project),
Series A, 6% due 5/15/2025 516
Louisiana - 2.4% 2,500 Louisiana Public Facilities Authority, Hospital Revenue Bonds (Franciscan Missionaries
of Our Lady Health System, Inc.), Series A, 5.25% due 8/15/2036 2,540
1,275 New Orleans, Louisiana, Financing Authority Revenue Bonds (Xavier University of
Louisiana Project), 5.30% due 6/01/2026 (d) 1,327
Maine - 2.2% 3,455 Maine State Housing Authority, Mortgage Purchase Revenue Refunding Bonds, Series B,
5.30% due 11/15/2023 3,566
Maryland - 4.1% 3,882 Baltimore, Maryland, Convention Center Hotel Revenue Bonds, RIB, Series 1252X, 6.44%
due 9/01/2039 (e)(i) 4,313
1,250 Maryland State Economic Development Corporation, Student Housing Revenue Bonds
(University of Maryland College Park Project), 6.50% due 6/01/2013 (h) 1,431
1,050 Maryland State Energy Financing Administration, Limited Obligation Revenue Bonds
(Cogeneration-AES Warrior Run), AMT, 7.40% due 9/01/2019 1,061
Massachusetts - 6.3% 600 Massachusetts State Development Finance Agency Revenue Bonds (Neville Communities
Home), Series A, 5.75% due 6/20/2022 (f) 662
1,500 Massachusetts State Development Finance Agency Revenue Bonds (Neville Communities
Home), Series A, 6% due 6/20/2044 (f) 1,658
2,100 Massachusetts State, HFA, Housing Revenue Bonds, AMT, Series A, 5.25% due 12/01/2048 2,100
1,000 Massachusetts State, HFA, Housing Revenue Bonds (Rental Mortgage), AMT, Series C,
5.625% due 7/01/2040 (a) 1,018
4,720 Massachusetts State School Building Authority, Dedicated Sales Tax Revenue Bonds,
Series A, 5% due 8/15/2030 (c) 4,890
Michigan - 2.4% 1,100 Flint, Michigan, Hospital Building Authority, Revenue Refunding Bonds (Hurley Medical
Center), Series A, 6% due 7/01/2020 (k) 1,179
2,500 Michigan State Strategic Fund, Limited Obligation Revenue Refunding Bonds, DRIVERS,
AMT, Series 857Z, 7.138% due 3/01/2010 (e)(i) 2,762
Minnesota - 7.2% 1,680 Minneapolis, Minnesota, Community Development Agency, Supported Development Revenue
Refunding Bonds (Common Bond), Series G-3, 5.35% due 12/01/2011 (h) 1,805
4,220 Minnesota State Municipal Power Agency, Electric Revenue Bonds, 5.25% due 10/01/2021 4,458
2,870 Rockford, Minnesota, Independent School District Number 883, GO, 5.60% due 2/01/2019 (c) 3,047
2,390 Rockford, Minnesota, Independent School District Number 883, GO, 5.60% due 2/01/2020 (c) 2,537
Mississippi - 1.5% 2,000 Mississippi Business Finance Corporation, Mississippi, PCR, Refunding (System
Energy Resources Inc. Project), 5.875% due 4/01/2022 2,016
500 Mississippi Business Finance Corporation, Mississippi, PCR, Refunding (System Energy
Resources Inc. Project), 5.90% due 5/01/2022 504
Missouri - 1.9% 950 Fenton, Missouri, Tax Increment Revenue Refunding and Improvement Bonds (Gravois
Bluffs), 7% due 10/01/2011 (h) 1,084
1,000 Kansas City, Missouri, IDA, First Mortgage Health Facilities Revenue Bonds (Bishop
Spencer Place), Series A, 6.50% due 1/01/2035 1,044
1,000 Missouri State Development Finance Board, Infrastructure Facilities Revenue Refunding
Bonds (Branson), Series A, 5.50% due 12/01/2032 1,026
New Jersey - 12.1% 1,170 Garden State Preservation Trust of New Jersey, Open Space and Farmland Preservation
Revenue Bonds, Series A, 5.80% due 11/01/2017 (c) 1,316
4,050 New Jersey EDA, Cigarette Tax Revenue Bonds, 5.75% due 6/15/2029 4,278
1,890 New Jersey EDA, Cigarette Tax Revenue Bonds, 5.50% due 6/15/2031 1,958
1,000 New Jersey EDA, Retirement Community Revenue Bonds (Cedar Crest Village Inc. Facility),
Series A, 7.25% due 11/15/2031 1,079
2,000 New Jersey EDA, Retirement Community Revenue Bonds (Seabrook Village Inc.), Series A,
8.125% due 11/15/2023 2,246
2,000 New Jersey EDA, Special Facility Revenue Bonds (Continental Airlines Inc. Project),
AMT, 6.625% due 9/15/2012 2,033
2,375 New Jersey Health Care Facilities Financing Authority Revenue Bonds (South Jersey
Hospital), 6% due 7/01/2026 2,513
2,500 New Jersey State Turnpike Authority, Turnpike Revenue Bonds, Series C, 5% due
1/01/2030 (c) 2,585
1,725 Tobacco Settlement Financing Corporation of New Jersey, Asset-Backed Revenue Bonds,
7% due 6/01/2041 1,952
New Mexico - 5.0% 3,675 Farmington, New Mexico, PCR, Refunding (Public Service Company of New Mexico - San
Juan Project), Series A, 5.80% due 4/01/2022 3,731
1,550 New Mexico Finance Authority, Senior Lien State Transportation Revenue Bonds,
Series A, 5.25% due 6/15/2016 (d) 1,662
2,675 New Mexico Finance Authority, Senior Lien State Transportation Revenue Bonds,
Series A, 5.125% due 6/15/2018 (d) 2,833
New York - 12.2% 900 Dutchess County, New York, IDA, Civic Facility Revenue Refunding Bonds (Saint
Francis Hospital), Series A, 7.50% due 3/01/2029 977
415 New York City, New York, City IDA, Civic Facility Revenue Bonds, Series C, 6.80%
due 6/01/2028 445
1,600 New York City, New York, Sales Tax Asset Receivable Corporation Revenue Bonds,
DRIVERS, Series 1133Z, 6.379% due 10/15/2012 (a)(e) 1,800
2,525 New York City, New York, Sales Tax Asset Receivable Corporation Revenue Bonds,
Series A, 5.25% due 10/15/2018 (d) 2,705
1,500 New York City, New York, Sales Tax Asset Receivable Corporation Revenue Bonds,
Series A, 5% due 10/15/2029 (a) 1,554
2,030 New York State Dormitory Authority Revenue Bonds (School Districts Financing
Program), Series D, 5.25% due 10/01/2023 (d) 2,153
760 New York State Thruway Authority, General Revenue Refunding Bonds, Series G, 5.25%
due 1/01/2027 (c) 810
40 Suffolk County, New York, IDA, Civic Facility Revenue Bonds (Special Needs Facilities
Pooled Program), Series D-1, 5.50% due 7/01/2007 40
1,100 Tobacco Settlement Financing Corporation of New York Revenue Bonds, Series A-1,
5.50% due 6/01/2015 1,158
2,400 Tobacco Settlement Financing Corporation of New York Revenue Bonds, Series A-1,
5.50% due 6/01/2018 2,566
2,750 Tobacco Settlement Financing Corporation of New York Revenue Bonds, Series C-1,
5.50% due 6/01/2020 (b)(m) 2,962
1,100 Tobacco Settlement Financing Corporation of New York Revenue Bonds, Series C-1,
5.50% due 6/01/2022 1,174
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 1,673
North Carolina - 1.3% 2,000 North Carolina Eastern Municipal Power Agency, Power System Revenue Bonds, Series D,
6.75% due 1/01/2026 2,175
Oklahoma - 1.8% 860 Norman, Oklahoma, Regional Hospital Authority, Hospital Revenue Bonds, 5.375% due
9/01/2029 861
945 Oklahoma State Housing Finance Agency, S/F Mortgage Revenue Bonds (Homeownership
Loan Program), Series D-2, AMT, 6.25% due 9/01/2029 (f)(g) 951
1,075 Tulsa, Oklahoma, Municipal Airport Trust Revenue Refunding Bonds (AMR Corporation),
AMT, Series A, 5.375% due 12/01/2035 1,069
Pennsylvania - 4.7% 1,230 Bucks County, Pennsylvania, IDA, Retirement Community Revenue Bonds (Ann's Choice Inc.),
Series A, 5.90% due 1/01/2027 1,239
2,750 Pennsylvania Economic Development Financing Authority, Exempt Facilities Revenue Bonds
(National Gypsum Company), AMT, Series A, 6.25% due 11/01/2027 2,919
540 Philadelphia, Pennsylvania, Authority for IDR, Commercial Development, 7.75% due
12/01/2017 546
2,630 Sayre, Pennsylvania, Health Care Facilities Authority, Revenue Bonds (Guthrie
Healthcare System), Series B, 7.125% due 12/01/2031 3,080
Rhode Island - 1.5% 2,190 Rhode Island State Health and Educational Building Corporation, Hospital Financing
Revenue Bonds (Lifespan Obligation Group), 6.50% due 8/15/2012 (h) 2,497
South Carolina - 2.9% 2,080 Medical University Hospital Authority, South Carolina, Hospital Facilities Revenue
Refunding Bonds, Series A, 6.375% due 8/15/2012 (h) 2,366
2,000 South Carolina Jobs, EDA, Economic Development Revenue Bonds (Westminster Presbyterian
Center), 7.75% due 11/15/2010 (h) 2,357
Tennessee - 3.8% 2,200 Hardeman County, Tennessee, Correctional Facilities Corporation Revenue Bonds, Series
B, 7.375% due 8/01/2017 2,250
1,280 Shelby County, Tennessee, Health, Educational and Housing Facility Board, Hospital
Revenue Refunding Bonds (Methodist Healthcare), 6.50% due 9/01/2012 (h) 1,466
2,170 Shelby County, Tennessee, Health, Educational and Housing Facility Board, Hospital
Revenue Refunding Bonds (Methodist Healthcare), 6.50% due 9/01/2012 (h) 2,485
Texas - 12.2% 2,665 Austin, Texas, Convention Center Revenue Bonds (Convention Enterprises Inc.), First
Tier, Series A, 6.70% due 1/01/2028 2,833
2,900 Bell County, Texas, Health Facilities Development Corporation, Hospital Revenue Bonds
(Scott & White Memorial Hospital), VRDN, Series 2001-1, 3.75% due 8/15/2031 (d)(j) 2,900
1,000 Brazos River Authority, Texas, PCR, Refunding (TXU Energy Company LLC Project), Series
B, 4.75% due 5/01/2029 1,005
2,500 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 2,786
2,610 Harris County, Texas, Revenue Refunding Bonds, DRIVERS, Series 1111, 6.369% due
8/15/2009 (c)(e) 2,828
1,755 Harris County, Texas, Revenue Refunding Bonds, DRIVERS, Series 1172-Z, 8% due
8/15/2009 (c)(e) 1,894
1,300 Houston, Texas, Health Facilities Development Corporation, Retirement Facility Revenue
Bonds (Buckingham Senior Living Community), Series A, 7.125% due 2/15/2034 1,419
2,965 Matagorda County, Texas, Navigation District Number 1, Revenue Refunding Bonds
(Reliant Energy Inc.), Series C, 8% due 5/01/2029 3,187
1,100 Port Corpus Christi, Texas, Individual Development Corporation, Environmental
Facilities Revenue Bonds (Citgo Petroleum Corporation Project), AMT, 8.25% due
11/01/2031 1,152
Vermont - 0.6% 1,000 Vermont Educational and Health Buildings Financing Agency, Revenue Bonds
(Developmental and Mental Health), Series A, 6.50% due 6/15/2032 1,039
Virginia - 13.2% 575 Chesterfield County, Virginia, IDA, PCR, Refunding (Virginia Electric and Power
Company), Series B, 5.875% due 6/01/2017 621
425 Chesterfield County, Virginia, IDA, PCR (Virginia Electric and Power Company),
Series A, 5.875% due 6/01/2017 457
5,000 Fairfax County, Virginia, EDA, Resource Recovery Revenue Refunding Bonds, AMT,
Series A, 6.10% due 2/01/2011 (a) 5,432
3,885 Pocahontas Parkway Association, Virginia, Toll Road Revenue Bonds, Senior-Series A,
5.50% due 8/15/2028 3,957
18,400 Pocahontas Parkway Association, Virginia, Toll Road Revenue Bonds, Senior-Series B,
7.35% due 8/15/2030 (n) 4,557
2,185 Tobacco Settlement Financing Corporation of Virginia, Asset-Backed Revenue Bonds,
5.625% due 6/01/2037 2,232
1,095 Virginia State, HDA, Rental Housing Revenue Bonds, AMT, Series B, 5.625% due 8/01/2011 1,140
3,200 Virginia State, HDA, Revenue Bonds, AMT, Series D, 6% due 4/01/2024 3,331
Washington - 0.6% 1,040 Seattle, Washington, Housing Authority Revenue Bonds (Replacement Housing Project),
6.125% due 12/01/2032 1,026
Wisconsin - 0.9% 1,360 Wisconsin State Health and Educational Facilities Authority Revenue Bonds
(Synergyhealth Inc.), 6% due 11/15/2032 1,455
U.S. Virgin 2,680 Virgin Islands Government Refinery Facilities, Revenue Refunding Bonds (Hovensa
Islands - 1.8% Coker Project), AMT, 6.50% due 7/01/2021 3,010
Puerto Rico - 0.8% 1,550 Puerto Rico Industrial, Medical and Environmental Pollution Control Facilities
Financing Authority, Special Facilities Revenue Bonds (American Airlines Inc.),
Series A, 6.45% due 12/01/2025 1,393
Total Municipal Bonds (Cost - $238,361) - 152.5% 251,017
Shares
Held Short-Term Securities
12 Merrill Lynch Institutional Tax-Exempt Fund, 3.49% (l)(o) 12
Total Short-Term Securities (Cost - $12) - 0.0% 12
Total Investments (Cost - $238,373*) - 152.5% 251,029
Other Assets Less Liabilities - 0.4% 667
Preferred Stock, at Redemption Value - (52.9%) (87,052)
------------
Net Assets Applicable to Common Stock - 100.0% $ 164,644
============
* The cost and unrealized appreciation (depreciation) of investments
as of April 30, 2006, as computed for federal income tax purposes,
were as follows:
Aggregate cost $ 238,373
================
Gross unrealized appreciation $ 14,010
Gross unrealized depreciation (1,354)
----------------
Net unrealized appreciation $ 12,656
================
(a) AMBAC Insured.
(b) FGIC Insured.
(c) FSA Insured.
(d) MBIA Insured.
(e) The rate disclosed is that currently in effect. This rate changes
periodically and inversely based upon prevailing market rates.
(f) GNMA Collateralized.
(g) FNMA Collateralized.
(h) Prerefunded.
(i) XL Capital Insured.
(j) Security may have a maturity of more than one year at time of issuance,
but has variable rate and demand features that qualify it as a short-term
security. The rate disclosed is that currently in effect. This rate
changes periodically based upon prevailing market rates.
(k) ACA Insured.
(l) Investments in companies considered to be an affiliate of the Fund,
for purposes of Section 2(a)(3) of the Investment Company Act of 1940,
were as follows:
Net Dividend
Affiliate Activity Income
Merrill Lynch Institutional Tax-Exempt Fund -- $ --++
++ Amount is less than $1,000.
(m) Tradable Custodial Receipts (TRACERS).
(n) Represents a zero coupon bond; the interest rate shown reflects the
effective yield at the time of purchase.
(o) Reflects the effective yield at 4/30/2006.
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/ Robert C. Doll, Jr.
-----------------------
Robert C. Doll, Jr.
Chief Executive Officer
MuniHoldings Fund II, Inc.
Date: June 22, 2006
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/ Robert C. Doll, Jr.
-----------------------
Robert C. Doll, Jr.
Chief Executive Officer
MuniHoldings Fund II, Inc.
Date: June 22, 2006
By: /s/ Donald C. Burke
-----------------------
Donald C. Burke
Chief Financial Officer
MuniHoldings Fund II, Inc.
Date: June 22, 2006