MUNIHOLDINGS FUND INC, DEF 14A, 1998-11-10

MUNIHOLDINGS FUND INC
DEF 14A, 1998-11-10

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As filed with the Securities and Exchange Commission on November 10, 1998

PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )

Filed by the Registrant /x/
Filed by a party other than the Registrant / /

Check the appropriate box:
/ / Preliminary Proxy Statement / / Confidential, for Use of
the Commission Only
/x/ Definitive Proxy Statement (as permitted by Rule
14a-6(e)(2))
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12

MUNIHOLDINGS FUND, INC.
MUNIHOLDINGS FUND II, INC.
MUNIHOLDINGS CALIFORNIA INSURED FUND, INC.
MUNIHOLDINGS FLORIDA INSURED FUND.
MUNIHOLDINGS FLORIDA INSURED FUND II
MUNIHOLDINGS NEW JERSEY INSURED FUND, INC.
MUNIHOLDINGS NEW YORK INSURED FUND, INC.

P.O. Box 9011
Princeton, New Jersey 08543-9011

- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
- --------------------------------------------------------------------------------

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of filing fee (Check the appropriate box):
/x/ No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

1. Title of each class of securities to which transaction applies:

- --------------------------------------------------------------------------------
2. Aggregate number of securities to which transaction applies:

- --------------------------------------------------------------------------------
3. Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is
calculated and state how it was determined.):
4. Proposed maximum aggregate value of transaction:

- --------------------------------------------------------------------------------
5. Total fee paid:

- --------------------------------------------------------------------------------

<PAGE>

/ / Fee paid previously with preliminary materials:

- --------------------------------------------------------------------------------
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the form or schedule and the date of its filing.
1. Amount previously paid:

- --------------------------------------------------------------------------------
2. Form, Schedule or Registration Statement No.:

- --------------------------------------------------------------------------------
3. Filing Party:

- --------------------------------------------------------------------------------
4. Date Filed:

<PAGE>
MUNIHOLDINGS FUND, INC.
MUNIHOLDINGS FUND II, INC.
MUNIHOLDINGS CALIFORNIA INSURED FUND, INC.
MUNIHOLDINGS FLORIDA INSURED FUND
MUNIHOLDINGS FLORIDA INSURED FUND II
MUNIHOLDINGS NEW JERSEY INSURED FUND, INC.
MUNIHOLDINGS NEW YORK INSURED FUND, INC.
P.O. BOX 9011
PRINCETON, NEW JERSEY 08543-9011

------------------------

NOTICE OF 1998 ANNUAL MEETING OF STOCKHOLDERS

------------------------

DECEMBER 16, 1998

TO THE STOCKHOLDERS:

Notice is hereby given that the 1998 Annual Meeting of Stockholders
(collectively, the "Meetings") of each of the above-listed investment companies
(each a "Fund" and, collectively, the "Funds") will be held at the offices of
Merrill Lynch Asset Management, L.P., 800 Scudders Mill Road, Plainsboro, New
Jersey, on Wednesday, December 16, 1998 at the time specified in Exhibit A
hereto for the following purposes:

(1) To elect members of the Board of Directors/Trustees of each Fund
to serve for the ensuing year;

(2) To consider and act upon a proposal to ratify the selection of
independent auditors of each Fund for its current fiscal year; and

(3) To transact such other business as may properly come before the
Meeting or any adjournment thereof.

The Board of Directors/Trustees of each Fund has fixed the close of
business on October 20, 1998 as the record date for the determination of
stockholders entitled to notice of and to vote at the Meeting or any adjournment
thereof.

A complete list of the Stockholders of each Fund entitled to vote at the
Meeting will be available and open to the examination of any stockholder of that
Fund for any purpose germane to the Meeting during ordinary business hours from
and after December 2, 1998, at the office of each Fund, 800 Scudders Mill Road,
Plainsboro, New Jersey 08536. You are cordially invited to attend the Meeting.
STOCKHOLDERS WHO DO NOT EXPECT TO ATTEND THE MEETING IN PERSON ARE REQUESTED TO
COMPLETE, DATE AND SIGN THE ENCLOSED FORM OF PROXY AND RETURN IT PROMPTLY IN THE
ENVELOPE PROVIDED FOR THIS PURPOSE. The enclosed proxy is being solicited on
behalf of the Board of Directors/Trustees of the respective Fund.

By Order of the Board of Directors/Trustees

PATRICK D. SWEENEY
SECRETARY OF THE FUNDS

Plainsboro, New Jersey
Dated: November 12, 1998

<PAGE>
COMBINED PROXY STATEMENT

------------------------

MUNIHOLDINGS FUND, INC.
MUNIHOLDINGS FUND II, INC.
MUNIHOLDINGS CALIFORNIA INSURED FUND, INC.
MUNIHOLDINGS FLORIDA INSURED FUND
MUNIHOLDINGS FLORIDA INSURED FUND II
MUNIHOLDINGS NEW JERSEY INSURED FUND, INC.
MUNIHOLDINGS NEW YORK INSURED FUND, INC.
P.O. BOX 9011
PRINCETON, NEW JERSEY 08543-9011

------------------------

1998 ANNUAL MEETING OF STOCKHOLDERS

------------------------

DECEMBER 16, 1998

INTRODUCTION

This Proxy Statement is furnished in connection with the solicitation of
proxies on behalf of the Boards of Directors/Trustees of the above-listed funds
(each a "Fund" and, collectively, the "Funds"), to be voted at the 1998 Annual
Meeting of Stockholders of each Fund (collectively, the "Meetings"), to be held
at the offices of Merrill Lynch Asset Management, L.P. ("MLAM"), 800 Scudders
Mill Road, Plainsboro, New Jersey, on Wednesday, December 16, 1998 at the time
specified in Exhibit A hereto. The approximate mailing date of this Combined
Proxy Statement is November 12, 1998.

All properly executed proxies received prior to the Meeting will be voted
at the Meeting in accordance with the instructions marked thereon or otherwise
as provided therein. Unless instructions to the contrary are marked, proxies
will be voted FOR the election of the Board of Directors/Trustees of each Fund
to serve for the ensuing year and FOR the ratification of the selection of
independent auditors to serve for each Fund's current fiscal year. Any proxy may
be revoked at any time prior to the exercise thereof by giving written notice to
the Secretary of the applicable Fund at that Fund's address indicated above or
by voting in person at the Meeting.

The Board of Directors/Trustees of each Fund has fixed the close of
business on October 20, 1998 as the record date (the "Record Date") for the
determination of stockholders entitled to notice of and to vote at the Meetings
and at any adjournment thereof. Stockholders on the Record Date will be entitled
to one vote for each share held, with no shares having cumulative voting rights.
As of the Record Date, each Fund had outstanding the number of shares of common
stock ("Shares") and shares of auction market preferred stock ("AMPS") indicated
in Exhibit A. To the knowledge of each Fund, as of the Record Date, no person is
the beneficial owner of more than five percent of its outstanding Shares or AMPS
at such date.

<PAGE>
Approval of Items 1 and 2 will require the affirmative vote of a majority
of votes cast by each of the Fund's Stockholders, voting in person or by proxy
at a meeting at which a quorum is present and duly constituted.

The Board of Directors/Trustees of each Fund knows of no business other
than that mentioned in Items 1 and 2 of the Notice of Meeting that will be
presented for consideration at the Meeting. If any other matter is properly
presented, it is the intention of the persons named in the enclosed proxy to
vote in accordance with their best judgment.

ITEM 1. ELECTION OF DIRECTORS/TRUSTEES

At the Meetings, the Board of Directors/Trustees of each Fund will be
elected to serve until the next Annual Meeting of Stockholders for such Fund and
until their successors are elected and qualified. It is intended that all
properly executed proxies will be voted (unless such authority has been withheld
in the proxy) as follows:

(1) All proxies of the holders of AMPS, voting separately as a class,
in favor of the two (2) persons designated as Directors/Trustees to be
elected by holders of AMPS; and

(2) All proxies of the holders of Shares and AMPS, voting together as
a single class, in favor of the four (4) persons designated as
Directors/Trustees to be elected by holders of Shares and AMPS.

The Board of Directors/Trustees of each Fund knows of no reason why any of
these nominees will be unable to serve, but in the event of any such
unavailability, the proxies received will be voted for such substitute nominee
or nominees as the Board of Directors/Trustees for such Fund may recommend.

Certain information concerning the nominees is set forth below. Additional
information concerning the nominees and other information relevant to the
election of Directors/Trustees is set forth in Exhibit A.

<PAGE>

<TABLE>
<CAPTION>
PRINCIPAL OCCUPATIONS
DURING PAST FIVE YEARS
NAME AND ADDRESS AGE AND PUBLIC DIRECTORS/TRUSTEESHIPS(1)
- ---------------- --- ---------------------------------------------------------------
<S> <C> <C>
Cynthia A. Montgomery(1)(2)(3)............ 46 Professor, Harvard Business School since 1989; Associate
Harvard Business School Professor, J.L. Kellogg Graduate School of Management,
Soldiers Field Road Northwestern University from 1985 to 1989; Assistant
Boston, Massachusetts 02163 Professor, Graduate School of Business Administration, The
University of Michigan from 1979 to 1985; Director, UNUM
Corporation since 1990 and Director of Newell Co. since 1995.
Charles C. Reilly(1)(2)(3)................ 67 Self-employed financial consultant since 1990; President
9 Hampton Harbor Road and Chief Investment Officer of Verus Capital, Inc. from 1979
Hampton Bays, New York 11946 to 1990; Senior Vice President of Arnhold and S.
Bleichroeder, Inc. from 1973 to 1990; Adjunct Professor,
Columbia University Graduate School of Business from 1990 to
1991; Adjunct Professor, Wharton School, The University of
Pennsylvania from 1989 to 1990.
Kevin A. Ryan(1)(2)(3).................... 66 Founder and current Director of The Boston University
127 Commonwealth Avenue Center for the Advancement of Ethics and Character; Professor
Chestnut Hill, Massachusetts 02167 of Education at Boston University since 1992; formerly taught
on the faculties of The University of Chicago, Stanford
University and Ohio State University.
Arthur Zeikel(1)(3)*...................... 66 Chairman of Fund Asset Management, L.P. ("FAM") and
P.O. Box 9011 MLAM (which terms as used herein include their corporate
Princeton, New Jersey 08543-9011 predecessors) since 1997; President of FAM and MLAM from 1977
to 1997; Chairman of Princeton Services, Inc. ("Princeton
Services") since 1997, Director thereof since 1993 and
President thereof from 1993 to 1997; Executive Vice President
of Merrill Lynch & Co., Inc. since 1990.
</TABLE>

- ---------------
(1) Each of the nominees is a director, trustee or member of an advisory board
of certain other investment companies for which FAM or MLAM acts as
investment adviser. See "Compensation of Board Members."

(2) Member of the Audit Committee of each Board.

(3) Please see Exhibit A for a chart, with respect to each Fund, indicating the
names of the nominees to be elected by holders of AMPS, voting separately as
a class, and the names of the nominees to be elected by holders of Shares
and AMPS, voting together as a single class.

* Interested person, as defined in the Investment Company Act of 1940, as
amended (the "Investment Company Act"), of each Fund.

<PAGE>
COMMITTEE AND BOARD OF DIRECTORS/TRUSTEES MEETINGS. The Board of
Directors/Trustees of each Fund has a standing Audit Committee, which consists
of Directors/Trustees who are not "interested persons" of that Fund within the
meaning of the Investment Company Act. The principal purpose of the Audit
Committee is to review the scope of the annual audit conducted by a Fund's
independent auditors and the evaluation by such auditors of the accounting
procedures followed by the Fund. The non-interested Directors/Trustees have
retained independent legal counsel to assist them in connection with these
duties. No Fund's Boards of Directors/Trustees has a nominating
committee.

During each Fund's last fiscal year, each of the Directors/Trustees then in
office attended at least 75% of the aggregate of the total number of meetings of
the Board of Directors/Trustees held during the fiscal year and, if a member, of
the total number of meetings of the Audit Committee held during the period for
which he served.

COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934.
Section 16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), requires the officers and Directors/Trustees of each Fund, and persons
who own more than ten percent of a registered class of the Fund's equity
securities, to file reports of ownership and changes in ownership on Forms 3, 4
and 5 with the Securities and Exchange Commission ("SEC") and the New York Stock
Exchange. Officers, Directors/Trustees and greater than ten percent Stockholders
are required by SEC regulations to furnish the Fund with copies of all Forms 3,
4 and 5 they file.

Based solely on each Fund's review of the copies of such forms, and
amendments thereto, furnished to it during or with respect to its most recent
fiscal year, and written representations from certain reporting persons that
they were not required to file Form 5 with respect to the most recent fiscal
year, each Fund believes that all of its officers, Directors/Trustees, greater
than ten percent beneficial owners and other persons subject to Section 16 of
the Exchange Act because of the requirements of Section 30 of the Investment
Company Act., i.e., any advisory board member, investment adviser or affiliated
person of the Fund's investment adviser, have complied with all filing
requirements applicable to them with respect to transactions during the Fund's
most recent fiscal year, except that Michael L. Quinn and Michael J. Hennewinkel
each inadvertently failed to make a timely Form 3 filing to report his election
as Senior Vice President of FAM, which reports indicated that neither person
owned any Shares or AMPS of any of the Funds. This oversight was corrected in a
subsequent filing.

INTERESTED PERSONS. Each Fund considers Mr. Zeikel to be an "interested
person" of the Fund within the meaning of Section 2(a)(19) of the Investment
Company Act because of the positions he holds with FAM and its affiliates. Mr.
Zeikel is the President of each Fund and the Chairman of FAM and MLAM.

COMPENSATION OF DIRECTORS/TRUSTEES. FAM, the investment adviser of each
Fund, pays all compensation to all officers of that Fund and all
Directors/Trustees of that Fund who are affiliated with ML & Co. or its
subsidiaries. Each Fund pays each Director/Trustee not affiliated with FAM (each
a "non-affiliated Director/Trustee") an annual fee plus a fee for each meeting
attended, and each Fund also pays each member of its Audit Committee, which
consists of all of the non-affiliated Directors/Trustees, an annual fee plus a
fee for each meeting attended, together with such Director's/Trustee's
out-of-pocket expenses relating to attendance at such meetings. Information with
respect to fees and expenses paid to the Directors/Trustees for each Fund's most
recently completed fiscal year is set forth in Exhibit A.

<PAGE>
OFFICERS OF THE FUNDS. Information regarding the officers of each Fund is
set forth in Exhibit A. Officers of a Fund are elected and appointed by the
Board of Directors/Trustees and hold office until they resign, are removed or
are otherwise disqualified to serve.

STOCK OWNERSHIP. As of the Record Date, none of the nominees held shares of
the Funds, except that Ronald W. Forbes owned 300 Shares of MuniHoldings Fund
II, Inc. and 105,533 Shares of MuniHoldings New Jersey Insured Fund, Inc.

At the Record Date, the Directors/Trustees and officers of each Fund as a
group owned an aggregate of less than 1% of the Shares of the Fund outstanding
at such date and owned none of the AMPS outstanding at such date. At such date,
Mr. Zeikel, an officer and a Director/Trustee of each Fund, and the other
officers of each Fund owned an aggregate of less than 1% of the outstanding
shares of common stock of ML & Co.

ITEM 2. SELECTION OF INDEPENDENT AUDITORS

The Board of Directors/Trustees of each Fund, including a majority of the
Directors/Trustees who are not interested persons of the Fund, has selected
independent auditors to examine the financial statements of the Fund for the
current fiscal year. No Fund knows of any direct or indirect financial interest
of such auditors in the Fund. Such appointment is subject to ratification or
rejection by the stockholders of each Fund. Unless a contrary specification is
made, the accompanying proxy will be voted in favor of ratifying the selection
of such auditors.

Deloitte & Touche LLP ("D&T") acts as independent auditors for MuniHoldings
California Insured Fund, Inc., MuniHoldings Florida Insured Fund, MuniHoldings
Florida Insured Fund II, and MuniHoldings New York Insured Fund, Inc. Ernst &
Young LLP ("E&Y") acts as independent auditors for MuniHoldings Fund, Inc.,
MuniHoldings Fund II, Inc. and MuniHoldings New Jersey Insured Fund, Inc. D&T
also acts as independent auditors for ML & Co. and all of its subsidiaries and
for most other investment companies for which FAM or MLAM acts as investment
adviser. Additionally, E&Y also acts as the independent auditors for other
investment companies for which FAM or MLAM acts as investment adviser. The fees
received by the independent auditors from these other entities are substantially
greater, in the aggregate, than the total fees received by the independent
auditors from each applicable Fund. The Board of Directors/Trustees of each Fund
considered the fact that the independent auditors have been retained as the
independent auditors for ML & Co. and the other entities described above in its
evaluation of the independence of the independent auditors with respect to each
applicable Fund.

Representatives of the independent auditors are expected to be present at
the Meetings and will have the opportunity to make a statement if they so desire
and to respond to questions from stockholders.

ADDITIONAL INFORMATION

The expenses of preparation, printing and mailing of the enclosed form of
proxy and accompanying Notice and Combined Proxy Statement will be borne by the
Funds in proportion to their respective net assets. The Funds will reimburse
banks, brokers and others for their reasonable expenses in forwarding proxy
solicitation material

<PAGE>

to the beneficial owners of the shares of the Funds. The Funds may also hire
proxy solicitors at their own expense.

In order to obtain the necessary quorum at each Meeting (i.e., a majority
of the shares of each class of securities of each Fund entitled to vote at each
Meeting, present in person or by proxy), supplementary solicitation may be made
by mail, telephone, telegraph or personal interview by officers of the Fund. It
is anticipated that the cost of such supplementary solicitation, if any, will be
nominal.

All shares represented by properly executed proxies, unless such proxies
have previously been revoked, will be voted at the Meetings in accordance with
the directions on the proxies; if no direction is indicated, the shares will be
voted "FOR" the Director/Trustee nominees and "FOR" the ratification of
independent auditors.

With respect to Item 1, "Election of Directors/Trustees," holders of AMPS,
voting separately as a class, are entitled to elect two Directors/Trustees and
holders of Shares and AMPS, voting together as a single class, are entitled to
elect the remaining Directors/Trustees. Assuming a quorum is present, (i)
election of the two Directors/Trustees to be elected by the holders of AMPS,
voting separately as a class, will require the affirmative vote of a majority of
the votes cast by the holders of AMPS, represented at each Meeting and entitled
to vote; (ii) election of the remaining Directors/Trustees will require the
affirmative vote of a majority of the votes cast by the holders of Shares and
AMPS represented at each Meeting and entitled to vote, voting together as a
single class; and (iii) approval of Item 2, "Selection of Independent Auditors,"
will require the affirmative vote of a majority of the votes cast by the holders
of Shares and AMPS represented at each Meeting and entitled to vote, voting
together as a single class.

Broker-dealer firms, including Merrill Lynch, Pierce, Fenner & Smith
Incorporated ("MLPF&S"), holding shares of each Fund in "street name" for the
benefit of their customers and clients will request the instructions of such
customers and clients on how to vote their shares on each Item before the
Meetings. The Funds understand that, under the rules of the New York Stock
Exchange, such broker-dealer firms may, without instructions from their
customers and clients, grant authority to the proxies designated to vote on the
election of Directors/Trustees (Item 1) and ratification of the selection of
independent auditors (Item 2) if no instructions have been received prior to the
date specified in the broker-dealer firm's request for voting instructions. The
Funds will include shares held of record by broker-dealers as to which such
authority has been granted in their tabulation of the total number of votes
present for purposes of determining whether the necessary quorum of Stockholders
exists. Proxies that are returned to the Fund but that are marked "abstain" or
on which a broker-dealer has declined to vote on any proposal ("broker
non-votes") will be counted as present for purposes of a quorum. MLPF&S has
advised the Funds that it intends to vote shares held in its name for which no
instructions are received, except as limited by agreement or applicable law, on
Items 1 and 2 in the same proportion as the votes received from beneficial
owners of those shares for which instructions have been received, whether or not
held in nominee name. Abstentions and broker non-votes will not be counted as
votes cast. Abstentions and broker non-votes, therefore, will not have an effect
on the vote on Item 1 or Item 2.

ADDRESS OF INVESTMENT ADVISER

The principal office of FAM is located at 800 Scudders Mill Road,
Plainsboro, New Jersey 08536.

<PAGE>
ANNUAL REPORT DELIVERY

EACH FUND WILL FURNISH, WITHOUT CHARGE, A COPY OF ITS ANNUAL REPORT FOR THE
FUND'S LAST FISCAL YEAR AND A COPY OF ITS MOST RECENT SEMI-ANNUAL REPORT TO ANY
STOCKHOLDER UPON REQUEST. Such requests should be directed to the applicable
Fund, P.O. Box 9011, Princeton, New Jersey 08543-9011, Attention: Patrick D.
Sweeney, or to 1-800-456-4587 ext. 123.

STOCKHOLDER PROPOSALS

If a stockholder intends to present a proposal at the 1999 Annual Meeting
of Stockholders of the Fund, which is anticipated to be held in December 1999,
and desires to have the proposal included in the Fund's proxy statement and form
of proxy for that meeting, the stockholder must deliver the proposal to the
offices of the Fund by July 24, 1999.

By Order of the Board of Directors/Trustees

PATRICK D. SWEENEY
SECRETARY OF THE FUNDS

Dated: November 9, 1998

<PAGE>
EXHIBIT A

INFORMATION PERTAINING TO EACH FUND

(Bullet) GENERAL INFORMATION PERTAINING TO THE FUNDS

<TABLE>
<CAPTION>
DEFINED TERM FISCAL YEAR STATE OF
FUND USED IN EXHIBIT A END ORGANIZATION MEETING TIME
- ---- ------------------ ----------- ------------ ------------
<S> <C> <C> <C> <C>
MuniHoldings Fund, Inc.......................... MH Fund 4/30 MD 9:00 a.m.
MuniHoldings Fund II, Inc....................... MH Fund II 7/31 MD 9:15 a.m.
MuniHoldings California Insured Fund, Inc....... MH CA Ins. Fund 8/31 MD 9:45 a.m.
MuniHoldings Florida Insured Fund............... MH FL Ins. Fund 8/31 MA 10:15 a.m.
MuniHoldings Florida Insured Fund II............ MH FL Ins. Fund II 6/30 MA 10:30 a.m.
MuniHoldings New Jersey Insured Fund, Inc....... MH NJ Ins. Fund 7/31 MD 10:45 a.m.
MuniHoldings New York Insured Fund, Inc......... MH NY Ins. Fund 8/31 MD 9:30 a.m.
</TABLE>

<TABLE>
<CAPTION>
SHARES OUTSTANDING AS OF
THE RECORD DATE
------------------------
FUND SHARES AMPS
- ---- ---------- -----
<S> <C> <C>
MH Fund............................................................................. 13,728,989 4,400
MH Fund II.......................................................................... 11,073,334 3,480
MH CA Ins. Fund..................................................................... 8,308,595 4,800
MH FL Ins. Fund..................................................................... 10,764,871 4,190
MH FL Ins. Fund II.................................................................. 8,840,687 3,440
MH NJ Ins. Fund..................................................................... 6,980,461 2,720
MH NY Ins. Fund..................................................................... 9,787,106 3,800
</TABLE>

A-1

<PAGE>
(Bullet) INFORMATION PERTAINING TO OFFICERS AND DIRECTORS/TRUSTEES

<TABLE>
<CAPTION>
YEAR IN WHICH EACH NOMINEE BECAME A MEMBER OF THE BOARD
-------------------------------------------------------------
FUND FORBES WEST MONTGOMERY REILLY RYAN ZEIKEL
- ---- ------ ---- ---------- ------ ---- ------
<S> <C> <C> <C> <C> <C> <C>
MH Fund........................................... 1997 1997 1997 1997 1997 1997
MH Fund II........................................ 1998 1998 1998 1998 1998 1998
MH CA Ins. Fund................................... 1997 1997 1997 1997 1997 1997
MH FL Ins. Fund................................... 1997 1997 1997 1997 1997 1997
MH FL Ins. Fund II................................ 1997 1997 1997 1997 1997 1997
MH NJ Ins. Fund................................... 1998 1998 1998 1998 1998 1998
MH NY Ins. Fund................................... 1997 1997 1997 1997 1997 1997
</TABLE>

Set forth in the table below, with respect to each Fund, are the names of
the nominees to be elected by holders of AMPS, voting separately as a class, and
the names of the nominees to be elected by holders of Shares and AMPS, voting
together as a single class.

<TABLE>
<CAPTION>
NOMINEES TO BE NOMINEES TO BE ELECTED BY
FUND ELECTED BY HOLDERS OF AMPS HOLDERS OF SHARES AND AMPS
- ---- ---------------------------------- ------------------------------------
<S> <C> <C>
MH Fund....................... Charles C. Reilly, Richard R. West Ronald W. Forbes, Kevin A. Ryan
Cynthia A. Montgomery, Arthur Zeikel
MH Fund II.................... Charles C. Reilly, Richard R. West Ronald W. Forbes, Kevin A. Ryan
Cynthia A. Montgomery, Arthur Zeikel
MH CA Ins. Fund............... Charles C. Reilly, Richard R. West Ronald W. Forbes, Kevin A. Ryan
Cynthia A. Montgomery, Arthur Zeikel
MH FL Ins. Fund............... Charles C. Reilly, Richard R. West Ronald W. Forbes, Kevin A. Ryan
Cynthia A. Montgomery, Arthur Zeikel
MH FL Ins. Fund II............ Charles C. Reilly, Richard R. West Ronald W. Forbes, Kevin A. Ryan
Cynthia A. Montgomery, Arthur Zeikel
MH NJ Ins. Fund............... Charles C. Reilly, Richard R. West Ronald W. Forbes, Kevin A. Ryan
Cynthia A. Montgomery, Arthur Zeikel
MH NY Ins. Fund............... Charles C. Reilly, Richard R. West Ronald W. Forbes, Kevin A. Ryan
Cynthia A. Montgomery, Arthur Zeikel
</TABLE>

A-2

<PAGE>
Set forth in the table below is information regarding Board and Audit
Committee meetings held and the aggregate fees and expenses paid by each Fund to
the non-affiliated Directors/Trustees during each Fund's most recently completed
fiscal year.

<TABLE>
<CAPTION>
BOARD OF DIRECTORS/TRUSTEES AUDIT COMMITTEE
----------------------------------- -----------------------------------
ANNUAL ANNUAL AGGREGATE
# MEETINGS FEE PER MEETING # MEETINGS FEE PER MEETING FEES AND
FUND HELD * ($) FEE ($)** HELD ($) FEE ($)** EXPENSES ($)
- ---- ---------- ------ ----------- ---------- ------ ----------- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
MH Fund....................... 12 2,000 200 6 800 N/A 23,991
MH Fund II.................... 7 2,000 200 3 800 N/A 11,913
MH CA Ins. Fund............... 13 2,000 200 4 800 N/A 22,990
MH FL Ins. Fund............... 11 2,000 200 6 800 N/A 22,963
MH FL Ins. Fund II............ 7 2,000 200 3 800 N/A 10,613
MH NJ Ins. Fund............... 6 2,000 200 2 800 N/A 10,688
MH NY Ins. Fund............... 13 2,000 200 4 800 N/A 22,929
</TABLE>

- ---------------
* Includes meetings held via teleconferencing equipment.

** The fee is payable for each meeting attended in person. A fee is not paid for
telephonic meetings.

Set forth in the table below is information regarding compensation paid by
each Fund to the non-affiliated Directors/Trustees for the most recently ended
fiscal year.

<TABLE>
<CAPTION>
COMPENSATION FROM FUND ($)*
------------------------------------------------
FUND FORBES WEST MONTGOMERY REILLY RYAN
- ---- ------ ----- ---------- ------ -----
<S> <C> <C> <C> <C> <C>
MH Fund........................................................... 4,900 4,900 4,900 5,900 4,900
MH Fund II........................................................ 2,650 2,650 2,650 3,150 2,650
MH CA Ins. Fund................................................... 4,700 4,700 4,700 5,700 4,700
MH FL Ins. Fund................................................... 4,700 4,700 4,700 5,700 4,700
MH FL Ins. Fund II................................................ 2,408 2,408 2,408 2,825 2,408
MH NJ Ins. Fund................................................... 2,408 2,408 2,400 2,825 2,408
MH NY Ins. Fund................................................... 4,700 4,700 4,700 5,700 4,700
</TABLE>

- ---------------
* No pension or retirement benefits are accrued as part of Fund expenses.

A-3

<PAGE>
Set forth in the table below is information regarding the aggregate
compensation paid by all registered investment companies advised by FAM and its
affiliate, MLAM ("FAM/MLAM Advised Funds"), to the non-affiliated
Directors/Trustees for the year ended December 31, 1997.

<TABLE>
<CAPTION>
AGGREGATE COMPENSATION FROM
FUND AND OTHER FAM/MLAM ADVISED FUNDS
NAME OF DIRECTOR/TRUSTEE PAID TO DIRECTORS/TRUSTEES ($) (1)
- ------------------------ -------------------------------------
<S> <C>
Ronald W. Forbes....................................................... 153,500.00
Richard R. West........................................................ 299,000.00
Cynthia A. Montgomery.................................................. 153,500.00
Charles C. Reilly...................................................... 313,000.00
Kevin A. Ryan.......................................................... 153,500.00
</TABLE>

- ---------------
(1) The Directors/Trustees serve on the boards of FAM/MLAM Advised Funds as
follows: Mr. Forbes (35 registered investment companies consisting of 48
portfolios); Mr. West (56 registered investment companies consisting of 81
portfolios); Ms. Montgomery (35 registered investment companies consisting
of 48 portfolios); Mr. Reilly (54 registered investment companies consisting
of 67 portfolios); and Mr. Ryan (35 registered investment companies
consisting of 48 portfolios).

Set forth in the table below is information about the officers of each of
the Funds.

A-4

<PAGE>

<TABLE>
<CAPTION>
OFFICER SINCE
----------------------------------------------------
MH MH MH MH
CA FL MH FL NJ NY
MH MH INS. INS. INS. INS. INS.
NAME AND BIOGRAPHY AGE OFFICE FUND FUND II FUND FUND FUND II FUND FUND
- ------------------ --- ---------- ---- ------- ---- ---- ------- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Vincent R. Giordano 54 Senior 1997 1998 1997 1997 1997 1998 1997
Senior Vice President of FAM and MLAM since Vice
1984; Portfolio Manager of FAM and MLAM since President
1977; Senior Vice President of Princeton
Services since 1993.
Kenneth A. Jacob 47 Vice 1997 1998 1997 1997 1997 1998 1997
First Vice President of MLAM since 1997; Vice President
President of MLAM from 1984 to 1997; Vice
President of FAM since 1984.
Donald C. Burke 38 Vice 1997 1998 1997 1997 1997 1998 1997
First Vice President of MLAM since 1997; Vice President
President of MLAM from 1990 to 1997; Director
of Taxation of MLAM since 1990.
John Loffredo, CFA 34 Vice 1997 -- -- -- -- -- --
Vice President of MLAM since 1991. President
Robert A. DiMella, CFA 32 Vice 1997 1998 1998 1997 1997 1998 1998
Vice President of MLAM since 1997; Assistant President
Portfolio Manager of MLAM from 1993 to 1995;
Assistant Portfolio Manager with Prudential
Investment Advisors from 1991 to 1993.
Theodore R. Jaeckel, Jr. 39 Vice -- -- -- -- -- 1998 --
Director (Municipal Tax-Exempt Fund Management) President
of MLAM since 1997; Vice President of MLAM from
1991 to 1997.
Roberto Roffo 32 Vice -- -- -- -- -- -- 1997
Vice President of MLAM since 1996 and a President
Portfolio Manager since 1992; employee of State
Street Bank and Trust company from 1989 to
1992.
Walter O'Connor 37 Director -- -- 1997 -- -- -- --
Director of MLAM since 1997; Vice President of
MLAM since 1993; Assistant Vice President of
MLAM from 1991 to 1993.
Robert Sneeden 45 Vice -- -- -- 1998 -- -- --
Vice President of MLAM since 1998. President
</TABLE>

A-5

<PAGE>
<TABLE>
<CAPTION>
OFFICER SINCE
----------------------------------------------------
MH MH MH MH
CA FL MH FL NJ NY
MH MH INS. INS. INS. INS. INS.
NAME AND BIOGRAPHY AGE OFFICE FUND FUND II FUND FUND FUND II FUND FUND
- ------------------ --- ---------- ---- ------- ---- ---- ------- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Gerald M. Richard 49 Treasurer 1997 1998 1997 1997 1997 1998 1997
Senior Vice President and Treasurer of MLAM and
FAM since 1984; Senior Vice President and
Treasurer of Princeton Services since 1993;
Treasurer of PFD since 1984 and Vice President
thereof since 1981.
Patrick D. Sweeney 44 Secretary 1997 1998 1997 1997 1997 1998 1997
First Vice President of MLAM since 1997; Vice
President of MLAM from 1990 to 1997.
</TABLE>

A-6

<PAGE>
COMMON STOCK

MUNIHOLDINGS FUND, INC.
P.O. Box 9011
Princeton, New Jersey 08543-9011

PROXY

This proxy is solicited on behalf of the Board of Directors

The undersigned hereby appoints Arthur Zeikel, Terry K. Glenn and
Patrick D. Sweeney as proxies, each with the power to appoint his substitute,
and hereby authorizes each of them to represent and to vote, as designated on
the reverse hereof, all the shares of Common Stock of MuniHoldings Fund, Inc.
(the "Fund") held of record by the undersigned on October 20, 1998 at the annual
meeting of stockholders of the Fund to be held on December 16, 1998 or any
adjournment thereof.

This proxy when properly executed will be voted in the manner directed
herein by the undersigned stockholder. If no direction is made, this proxy will
be voted for Proposals 1 and 2.

By signing and dating the reverse side of this card, you authorize the
proxies to vote each proposal as marked, or if not marked, to vote "FOR" each
proposal, and to use their discretion to vote for any other matter as may
properly come before the meeting or any adjournment thereof. If you do not
intend to personally attend the meeting, please complete and return this card at
once in the enclosed envelope.

(Continued and to be signed on the reverse side)

<PAGE>

Please mark boxes [filled in box] or |X| in blue or black ink.

<TABLE>
<CAPTION>
<S> <C> <C>
1. ELECTION OF DIRECTORS FOR all nominees listed below WITHHOLD AUTHORITY
(except as marked to the contrary below) [ ] to vote for all nominees listed below [ ]
</TABLE>

(INSTRUCTION: To withhold authority to vote for any individual nominee, strike a
line through the nominee's name in the list below.)

Ronald W. Forbes, Kevin A. Ryan, Cynthia A. Montgomery and Arthur Zeikel

2. Proposal to ratify the selection of Ernst & Young LLP as the independent
auditors of the Fund to serve for the current fiscal year.

FOR [ ] AGAINST [ ] ABSTAIN [ ]

3. In the discretion of such proxies, upon such other business as may properly
come before the meeting or any adjournment thereof.

Please sign exactly as name appears hereon. When
shares are held by joint tenants, both should
sign. When signing as attorney or as executor,
administrator, trustee or guardian, please give
full title as such. If a corporation, please
sign in full corporate name by president or
other authorized officer. If a partnership,
please sign in partnership name by authorized
person.

Dated:___________________________________, 1998

X______________________________________________
Signature

X______________________________________________
Signature, if held jointly

Sign, Date and Return the Proxy Card Promptly Using the Enclosed Envelope.

<PAGE>

COMMON STOCK

MUNIHOLDINGS FUND II, INC.
P.O. Box 9011
Princeton, New Jersey 08543-9011

PROXY

This proxy is solicited on behalf of the Board of Directors

The undersigned hereby appoints Arthur Zeikel, Terry K. Glenn and
Patrick D. Sweeney as proxies, each with the power to appoint his substitute,
and hereby authorizes each of them to represent and to vote, as designated on
the reverse hereof, all the shares of Common Stock of MuniHoldings Fund II, Inc.
(the "Fund") held of record by the undersigned on October 20, 1998 at the annual
meeting of stockholders of the Fund to be held on December 16, 1998 or any
adjournment thereof.

This proxy when properly executed will be voted in the manner directed
herein by the undersigned stockholder. If no direction is made, this proxy will
be voted for Proposals 1 and 2.

(Continued and to be signed on the reverse side)

<PAGE>

Please mark boxes [filled in box] or |X| in blue or black ink.

<TABLE>
<CAPTION>
<S> <C> <C>
1. ELECTION OF DIRECTORS FOR all nominees listed below WITHHOLD AUTHORITY
(except as marked to the contrary below) [ ] to vote for all nominees listed below [ ]
</TABLE>

(INSTRUCTION: To withhold authority to vote for any individual nominee, strike a
line through the nominee's name in the list below.)

Ronald W. Forbes, Kevin A. Ryan, Cynthia A. Montgomery and Arthur Zeikel

2. Proposal to ratify the selection of Ernst & Young LLP as the independent
auditors of the Fund to serve for the current fiscal year.

FOR [ ] AGAINST [ ] ABSTAIN [ ]

3. In the discretion of such proxies, upon such other business as may properly
come before the meeting or any adjournment thereof.

Dated:___________________________________, 1998

X______________________________________________
Signature

X______________________________________________
Signature, if held jointly

Sign, Date and Return the Proxy Card Promptly Using the Enclosed Envelope.

<PAGE>

COMMON STOCK

MUNIHOLDINGS CALIFORNIA INSURED FUND, INC.
P.O. Box 9011
Princeton, New Jersey 08543-9011

PROXY

This proxy is solicited on behalf of the Board of Trustees

The undersigned hereby appoints Arthur Zeikel, Terry K. Glenn and
Patrick D. Sweeney as proxies, each with the power to appoint his substitute,
and hereby authorizes each of them to represent and to vote, as designated on
the reverse hereof, all the shares of Common Stock of MuniHoldings California
Insured Fund, Inc. (the "Fund") held of record by the undersigned on October 20,
1998 at the annual meeting of stockholders of the Fund to be held on December
16, 1998 or any adjournment thereof.

This proxy when properly executed will be voted in the manner directed
herein by the undersigned stockholder. If no direction is made, this proxy will
be voted for Proposals 1 and 2.

(Continued and to be signed on the reverse side)

<PAGE>

Please mark boxes [filled in box] or |X| in blue or black ink.

<TABLE>
<CAPTION>
<S> <C> <C>
1. ELECTION OF DIRECTORS FOR all nominees listed below WITHHOLD AUTHORITY
(except as marked to the contrary below) [ ] to vote for all nominees listed below [ ]
</TABLE>

(INSTRUCTION: To withhold authority to vote for any individual nominee, strike a
line through the nominee's name in the list below.)

Ronald W. Forbes, Kevin A. Ryan, Cynthia A. Montgomery and Arthur Zeikel

2. Proposal to ratify the selection of Deloitte & Touche LLP as the independent
auditors of the Fund to serve for the current fiscal year.

FOR [ ] AGAINST [ ] ABSTAIN [ ]

3. In the discretion of such proxies, upon such other business as may properly
come before the meeting or any adjournment thereof.

Dated:___________________________________, 1998

X______________________________________________
Signature

X______________________________________________
Signature, if held jointly

Sign, Date and Return the Proxy Card Promptly Using the Enclosed Envelope.

<PAGE>

COMMON SHARES

MUNIHOLDINGS FLORIDA INSURED FUND
P.O. Box 9011
Princeton, New Jersey 08543-9011

PROXY

This proxy is solicited on behalf of the Board of Trustees

The undersigned hereby appoints Arthur Zeikel, Terry K. Glenn and
Patrick D. Sweeney as proxies, each with the power to appoint his substitute,
and hereby authorizes each of them to represent and to vote, as designated on
the reverse hereof, all the Common Shares of MuniHoldings Florida Insured Fund
(the "Fund") held of record by the undersigned on October 20, 1998 at the annual
meeting of stockholders of the Fund to be held on December 16, 1998 or any
adjournment thereof.

This proxy when properly executed will be voted in the manner directed
herein by the undersigned stockholder. If no direction is made, this proxy will
be voted for Proposals 1 and 2.

(Continued and to be signed on the reverse side)

<PAGE>

Please mark boxes [filled in box] or |X| in blue or black ink.

<TABLE>
<CAPTION>
<S> <C> <C>
1. ELECTION OF DIRECTORS FOR all nominees listed below WITHHOLD AUTHORITY
(except as marked to the contrary below) [ ] to vote for all nominees listed below [ ]
</TABLE>

(INSTRUCTION: To withhold authority to vote for any individual nominee, strike a
line through the nominee's name in the list below.)

Ronald W. Forbes, Kevin A. Ryan, Cynthia A. Montgomery and Arthur Zeikel

2. Proposal to ratify the selection of Deloitte & Touche LLP as the independent
auditors of the Fund to serve for the current fiscal year.

FOR [ ] AGAINST [ ] ABSTAIN [ ]

3. In the discretion of such proxies, upon such other business as may properly
come before the meeting or any adjournment thereof.

Dated:___________________________________, 1998

X______________________________________________
Signature

X______________________________________________
Signature, if held jointly

Sign, Date and Return the Proxy Card Promptly Using the Enclosed Envelope.

<PAGE>

COMMON SHARES

MUNIHOLDINGS FLORIDA INSURED FUND II
P.O. Box 9011
Princeton, New Jersey 08543-9011

PROXY

This proxy is solicited on behalf of the Board of Trustees

The undersigned hereby appoints Arthur Zeikel, Terry K. Glenn and
Patrick D. Sweeney as proxies, each with the power to appoint his substitute,
and hereby authorizes each of them to represent and to vote, as designated on
the reverse hereof, all the Common Shares of MuniHoldings Florida Insured Fund
II (the "Fund") held of record by the undersigned on October 20, 1998 at the
annual meeting of stockholders of the Fund to be held on December 16, 1998 or
any adjournment thereof.

This proxy when properly executed will be voted in the manner directed
herein by the undersigned stockholder. If no direction is made, this proxy will
be voted for Proposals 1 and 2.

(Continued and to be signed on the reverse side)

<PAGE>

Please mark boxes [filled in box] or |X| in blue or black ink.

<TABLE>
<CAPTION>
<S> <C> <C>
1. ELECTION OF DIRECTORS FOR all nominees listed below WITHHOLD AUTHORITY
(except as marked to the contrary below) [ ] to vote for all nominees listed below [ ]
</TABLE>

(INSTRUCTION: To withhold authority to vote for any individual nominee, strike a
line through the nominee's name in the list below.)

Ronald W. Forbes, Kevin A. Ryan, Cynthia A. Montgomery and Arthur Zeikel

2. Proposal to ratify the selection of Deloitte & Touche LLP as the independent
auditors of the Fund to serve for the current fiscal year.

FOR [ ] AGAINST [ ] ABSTAIN [ ]

3. In the discretion of such proxies, upon such other business as may properly
come before the meeting or any adjournment thereof.

Dated:___________________________________, 1998

X______________________________________________
Signature

X______________________________________________
Signature, if held jointly

Sign, Date and Return the Proxy Card Promptly Using the Enclosed Envelope.

<PAGE>

COMMON STOCK

MUNIHOLDINGS NEW JERSEY INSURED FUND, INC.
P.O. Box 9011
Princeton, New Jersey 08543-9011

PROXY

This proxy is solicited on behalf of the Board of Directors

The undersigned hereby appoints Arthur Zeikel, Terry K. Glenn and
Patrick D. Sweeney as proxies, each with the power to appoint his substitute,
and hereby authorizes each of them to represent and to vote, as designated on
the reverse hereof, all the shares of Common Stock of MuniHoldings New Jersey
Insured Fund, Inc. (the "Fund") held of record by the undersigned on October 20,
1998 at the annual meeting of stockholders of the Fund to be held on December
16, 1998 or any adjournment thereof.

This proxy when properly executed will be voted in the manner directed
herein by the undersigned stockholder. If no direction is made, this proxy will
be voted for Proposals 1 and 2.

(Continued and to be signed on the reverse side)

<PAGE>

Please mark boxes [filled in box] or |X| in blue or black ink.

<TABLE>
<CAPTION>
<S> <C> <C>
1. ELECTION OF DIRECTORS FOR all nominees listed below WITHHOLD AUTHORITY
(except as marked to the contrary below) [ ] to vote for all nominees listed below [ ]
</TABLE>

(INSTRUCTION: To withhold authority to vote for any individual nominee, strike a
line through the nominee's name in the list below.)

Ronald W. Forbes, Kevin A. Ryan, Cynthia A. Montgomery and Arthur Zeikel

2. Proposal to ratify the selection of Ernst & Young LLP as the independent
auditors of the Fund to serve for the current fiscal year.

FOR [ ] AGAINST [ ] ABSTAIN [ ]

3. In the discretion of such proxies, upon such other business as may properly
come before the meeting or any adjournment thereof.

Dated:___________________________________, 1998

X______________________________________________
Signature

X______________________________________________
Signature, if held jointly

Sign, Date and Return the Proxy Card Promptly Using the Enclosed Envelope.

<PAGE>

COMMON STOCK

MUNIHOLDINGS NEW YORK INSURED FUND, INC.
P.O. Box 9011
Princeton, New Jersey 08543-9011

PROXY

This proxy is solicited on behalf of the Board of Directors

The undersigned hereby appoints Arthur Zeikel, Terry K. Glenn and
Patrick D. Sweeney as proxies, each with the power to appoint his substitute,
and hereby authorizes each of them to represent and to vote, as designated on
the reverse hereof, all the shares of Common Stock of MuniHoldings New York
Insured Fund, Inc. (the "Fund") held of record by the undersigned on October 20,
1998 at the annual meeting of stockholders of the Fund to be held on December
16, 1998 or any adjournment thereof.

This proxy when properly executed will be voted in the manner directed
herein by the undersigned stockholder. If no direction is made, this proxy will
be voted for Proposals 1 and 2.

(Continued and to be signed on the reverse side)

<PAGE>

Please mark boxes [filled in box] or |X| in blue or black ink.

<TABLE>
<CAPTION>
<S> <C> <C>
1. ELECTION OF DIRECTORS FOR all nominees listed below WITHHOLD AUTHORITY
(except as marked to the contrary below) [ ] to vote for all nominees listed below [ ]
</TABLE>

(INSTRUCTION: To withhold authority to vote for any individual nominee, strike a
line through the nominee's name in the list below.)

Ronald W. Forbes, Kevin A. Ryan, Cynthia A. Montgomery and Arthur Zeikel

2. Proposal to ratify the selection of Deloitte & Touche LLP as the independent
auditors of the Fund to serve for the current fiscal year.

FOR [ ] AGAINST [ ] ABSTAIN [ ]

3. In the discretion of such proxies, upon such other business as may properly
come before the meeting or any adjournment thereof.

Dated:___________________________________, 1998

X______________________________________________
Signature

X______________________________________________
Signature, if held jointly

Sign, Date and Return the Proxy Card Promptly Using the Enclosed Envelope.

<PAGE>

AUCTION MARKET
PREFERRED STOCK

MUNIHOLDINGS FUND, INC.
P.O. Box 9011
Princeton, New Jersey 08543-9011

PROXY

This proxy is solicited on behalf of the Board of Directors

The undersigned hereby appoints Arthur Zeikel, Terry K. Glenn and
Patrick D. Sweeney as proxies, each with the power to appoint his substitute,
and hereby authorizes each of them to represent and to vote, as designated on
the reverse hereof, all the shares of Auction Market Preferred Stock of
MuniHoldings Fund, Inc. (the "Fund") held of record by the undersigned on
October 20, 1998 at the annual meeting of stockholders of the Fund to be held on
December 16, 1998 or any adjournment thereof.

This proxy when properly executed will be voted in the manner directed
herein by the undersigned stockholder. If no direction is made, this proxy will
be voted for Proposals 1 and 2.

(Continued and to be signed on the reverse side)

<PAGE>

Please mark boxes [filled in box] or |X| in blue or black ink.

<TABLE>
<CAPTION>
<S> <C> <C>
1. ELECTION OF DIRECTORS FOR all nominees listed below WITHHOLD AUTHORITY
(except as marked to the contrary below) [ ] to vote for all nominees listed below [ ]
</TABLE>

(INSTRUCTION: To withhold authority to vote for any individual nominee, strike a
line through the nominee's name in the list below.)

Ronald W. Forbes, Richard R. West, Charles C. Reilly, Kevin A. Ryan,
Cynthia A. Montgomery and Arthur Zeikel

2. Proposal to ratify the selection of Ernst & Young LLP as the independent
auditors of the Fund to serve for the current fiscal year.

FOR [ ] AGAINST [ ] ABSTAIN [ ]

3. In the discretion of such proxies, upon such other business as may properly
come before the meeting or any adjournment thereof.

Dated:___________________________________, 1998

X______________________________________________
Signature

X______________________________________________
Signature, if held jointly

Sign, Date and Return the Proxy Card Promptly Using the Enclosed Envelope.

<PAGE>

AUCTION MARKET
PREFERRED STOCK

MUNIHOLDINGS FUND II, INC.
P.O. Box 9011
Princeton, New Jersey 08543-9011

PROXY

This proxy is solicited on behalf of the Board of Directors

The undersigned hereby appoints Arthur Zeikel, Terry K. Glenn and
Patrick D. Sweeney as proxies, each with the power to appoint his substitute,
and hereby authorizes each of them to represent and to vote, as designated on
the reverse hereof, all the shares of Auction Market Preferred Stock of
MuniHoldings Fund II, Inc. (the "Fund") held of record by the undersigned on
October 20, 1998 at the annual meeting of stockholders of the Fund to be held on
December 16, 1998 or any adjournment thereof.

This proxy when properly executed will be voted in the manner directed
herein by the undersigned stockholder. If no direction is made, this proxy will
be voted for Proposals 1 and 2.

(Continued and to be signed on the reverse side)

<PAGE>

Please mark boxes [filled in box] or |X| in blue or black ink.

<TABLE>
<CAPTION>
<S> <C> <C>
1. ELECTION OF DIRECTORS FOR all nominees listed below WITHHOLD AUTHORITY
(except as marked to the contrary below) [ ] to vote for all nominees listed below [ ]
</TABLE>

(INSTRUCTION: To withhold authority to vote for any individual nominee, strike a
line through the nominee's name in the list below.)

Ronald W. Forbes, Richard R. West, Charles C. Reilly, Kevin A. Ryan,
Cynthia A. Montgomery and Arthur Zeikel

2. Proposal to ratify the selection of Ernst & Young LLP as the independent
auditors of the Fund to serve for the current fiscal year.

FOR [ ] AGAINST [ ] ABSTAIN [ ]

3. In the discretion of such proxies, upon such other business as may properly
come before the meeting or any adjournment thereof.

Dated:___________________________________, 1998

X______________________________________________
Signature

X______________________________________________
Signature, if held jointly

Sign, Date and Return the Proxy Card Promptly Using the Enclosed Envelope.

<PAGE>

AUCTION MARKET
PREFERRED STOCK

MUNIHOLDINGS CALIFORNIA INSURED FUND, INC.
P.O. Box 9011
Princeton, New Jersey 08543-9011

PROXY

This proxy is solicited on behalf of the Board of Trustees

The undersigned hereby appoints Arthur Zeikel, Terry K. Glenn and
Patrick D. Sweeney as proxies, each with the power to appoint his substitute,
and hereby authorizes each of them to represent and to vote, as designated on
the reverse hereof, all the shares of Auction Market Preferred Stock of
MuniHoldings California Insured Fund, Inc. (the "Fund") held of record by the
undersigned on October 20, 1998 at the annual meeting of stockholders of the
Fund to be held on December 16, 1998 or any adjournment thereof.

This proxy when properly executed will be voted in the manner directed
herein by the undersigned stockholder. If no direction is made, this proxy will
be voted for Proposals 1 and 2.

(Continued and to be signed on the reverse side)

<PAGE>

Please mark boxes [filled in box] or |X| in blue or black ink.

<TABLE>
<CAPTION>
<S> <C> <C>
1. ELECTION OF DIRECTORS FOR all nominees listed below WITHHOLD AUTHORITY
(except as marked to the contrary below) [ ] to vote for all nominees listed below [ ]
</TABLE>

(INSTRUCTION: To withhold authority to vote for any individual nominee, strike a
line through the nominee's name in the list below.)

Ronald W. Forbes, Richard R. West, Charles C. Reilly, Kevin A. Ryan,
Cynthia A. Montgomery and Arthur Zeikel

2. Proposal to ratify the selection of Deloitte & Touche LLP as the independent
auditors of the Fund to serve for the current fiscal year.

FOR [ ] AGAINST [ ] ABSTAIN [ ]

3. In the discretion of such proxies, upon such other business as may properly
come before the meeting or any adjournment thereof.

Dated:___________________________________, 1998

X______________________________________________
Signature

X______________________________________________
Signature, if held jointly

Sign, Date and Return the Proxy Card Promptly Using the Enclosed Envelope.

<PAGE>
AUCTION MARKET
PREFERRED SHARES

MUNIHOLDINGS FLORIDA INSURED FUND
P.O. Box 9011
Princeton, New Jersey 08543-9011

PROXY

This proxy is solicited on behalf of the Board of Directors

The undersigned hereby appoints Arthur Zeikel, Terry K. Glenn and
Patrick D. Sweeney as proxies, each with the power to appoint his substitute,
and hereby authorizes each of them to represent and to vote, as designated on
the reverse hereof, all the Auction Market Preferred Shares of MuniHoldings
Florida Insured Fund (the "Fund") held of record by the undersigned on October
20, 1998 at the annual meeting of shareholders of the Fund to be held on
December 16, 1998 or any adjournment thereof.

This proxy when properly executed will be voted in the manner directed
herein by the undersigned shareholder. If no direction is made, this proxy will
be voted for Proposals 1 and 2.

(Continued and to be signed on the reverse side)

<PAGE>

Please mark boxes [filled in box] or |X| in blue or black ink.

<TABLE>
<CAPTION>
<S> <C> <C>
1. ELECTION OF DIRECTORS FOR all nominees listed below WITHHOLD AUTHORITY
(except as marked to the contrary below) [ ] to vote for all nominees listed below [ ]
</TABLE>

(INSTRUCTION: To withhold authority to vote for any individual nominee, strike a
line through the nominee's name in the list below.)

Ronald W. Forbes, Richard R. West, Charles C. Reilly, Kevin A. Ryan,
Cynthia A. Montgomery and Arthur Zeikel

2. Proposal to ratify the selection of Deloitte & Touche LLP as the independent
auditors of the Fund to serve for the current fiscal year.

FOR [ ] AGAINST [ ] ABSTAIN [ ]

3. In the discretion of such proxies, upon such other business as may properly
come before the meeting or any adjournment thereof.

Dated:___________________________________, 1998

X______________________________________________
Signature

X______________________________________________
Signature, if held jointly

Sign, Date and Return the Proxy Card Promptly Using the Enclosed Envelope.

<PAGE>

AUCTION MARKET
PREFERRED SHARES

MUNIHOLDINGS FLORIDA INSURED FUND II
P.O. Box 9011
Princeton, New Jersey 08543-9011

PROXY

This proxy is solicited on behalf of the Board of Directors

The undersigned hereby appoints Arthur Zeikel, Terry K. Glenn and
Patrick D. Sweeney as proxies, each with the power to appoint his substitute,
and hereby authorizes each of them to represent and to vote, as designated on
the reverse hereof, all the Auction Market Preferred Shares of MuniHoldings
Florida Insured Fund II (the "Fund") held of record by the undersigned on
October 20, 1998 at the annual meeting of stockholders of the Fund to be held on
December 16, 1998 or any adjournment thereof.

This proxy when properly executed will be voted in the manner directed
herein by the undersigned stockholder. If no direction is made, this proxy will
be voted for Proposals 1 and 2.

(Continued and to be signed on the reverse side)

<PAGE>

Please mark boxes [filled in box] or |X| in blue or black ink.

<TABLE>
<CAPTION>
<S> <C> <C>
1. ELECTION OF DIRECTORS FOR all nominees listed below WITHHOLD AUTHORITY
(except as marked to the contrary below) [ ] to vote for all nominees listed below [ ]
</TABLE>

(INSTRUCTION: To withhold authority to vote for any individual nominee, strike a
line through the nominee's name in the list below.)

Ronald W. Forbes, Richard R. West, Charles C. Reilly, Kevin A. Ryan,
Cynthia A. Montgomery and Arthur Zeikel

2. Proposal to ratify the selection of Deloitte & Touche LLP as the independent
auditors of the Fund to serve for the current fiscal year.

FOR [ ] AGAINST [ ] ABSTAIN [ ]

3. In the discretion of such proxies, upon such other business as may properly
come before the meeting or any adjournment thereof.

Dated:___________________________________, 1998

X______________________________________________
Signature

X______________________________________________
Signature, if held jointly

Sign, Date and Return the Proxy Card Promptly Using the Enclosed Envelope.

<PAGE>

AUCTION MARKET
PREFERRED STOCK

MUNIHOLDINGS NEW JERSEY INSURED FUND, INC.
P.O. Box 9011
Princeton, New Jersey 08543-9011

PROXY

This proxy is solicited on behalf of the Board of Trustees

The undersigned hereby appoints Arthur Zeikel, Terry K. Glenn and
Patrick D. Sweeney as proxies, each with the power to appoint his substitute,
and hereby authorizes each of them to represent and to vote, as designated on
the reverse hereof, all the shares of Auction Market Preferred Stock of
MuniHoldings New Jersey Insured Fund, Inc. (the "Fund") held of record by the
undersigned on October 20, 1998 at the annual meeting of stockholders of the
Fund to be held on December 16, 1998 or any adjournment thereof.

This proxy when properly executed will be voted in the manner directed
herein by the undersigned stockholder. If no direction is made, this proxy will
be voted for Proposals 1 and 2.

(Continued and to be signed on the reverse side)

<PAGE>

Please mark boxes [filled in box] or |X| in blue or black ink.

<TABLE>
<CAPTION>
<S> <C> <C>
1. ELECTION OF DIRECTORS FOR all nominees listed below WITHHOLD AUTHORITY
(except as marked to the contrary below) [ ] to vote for all nominees listed below [ ]
</TABLE>

(INSTRUCTION: To withhold authority to vote for any individual nominee, strike a
line through the nominee's name in the list below.)

Ronald W. Forbes, Richard R. West, Charles C. Reilly, Kevin A. Ryan,
Cynthia A. Montgomery and Arthur Zeikel

2. Proposal to ratify the selection of Ernst & Young LLP as the independent
auditors of the Fund to serve for the current fiscal year.

FOR [ ] AGAINST [ ] ABSTAIN [ ]

3. In the discretion of such proxies, upon such other business as may properly
come before the meeting or any adjournment thereof.

Dated:___________________________________, 1998

X______________________________________________
Signature

X______________________________________________
Signature, if held jointly

Sign, Date and Return the Proxy Card Promptly Using the Enclosed Envelope.

<PAGE>

AUCTION MARKET
PREFERRED STOCK

MUNIHOLDINGS NEW YORK INSURED FUND, INC.
P.O. Box 9011
Princeton, New Jersey 08543-9011

PROXY

This proxy is solicited on behalf of the Board of Directors

The undersigned hereby appoints Arthur Zeikel, Terry K. Glenn and
Patrick D. Sweeney as proxies, each with the power to appoint his substitute,
and hereby authorizes each of them to represent and to vote, as designated on
the reverse hereof, all the shares of Auction Market Preferred Stock of
MuniHoldings New York Insured Fund, Inc. (the "Fund") held of record by the
undersigned on October 20, 1998 at the annual meeting of shareholders of the
Fund to be held on December 16, 1998 or any adjournment thereof.

This proxy when properly executed will be voted in the manner directed
herein by the undersigned shareholder. If no direction is made, this proxy will
be voted for Proposals 1 and 2.

(Continued and to be signed on the reverse side)

<PAGE>

Please mark boxes [filled in box] or |X| in blue or black ink.

<TABLE>
<CAPTION>
<S> <C> <C>
1. ELECTION OF DIRECTORS FOR all nominees listed below WITHHOLD AUTHORITY
(except as marked to the contrary below) [ ] to vote for all nominees listed below [ ]
</TABLE>

(INSTRUCTION: To withhold authority to vote for any individual nominee, strike a
line through the nominee's name in the list below.)

Ronald W. Forbes, Richard R. West, Charles C. Reilly, Kevin A. Ryan,
Cynthia A. Montgomery and Arthur Zeikel

2. Proposal to ratify the selection of Deloitte & Touche LLP as the independent
auditors of the Fund to serve for the current fiscal year.

FOR [ ] AGAINST [ ] ABSTAIN [ ]

3. In the discretion of such proxies, upon such other business as may properly
come before the meeting or any adjournment thereof.

Dated:___________________________________, 1998

X______________________________________________
Signature

X______________________________________________
Signature, if held jointly

Sign, Date and Return the Proxy Card Promptly Using the Enclosed Envelope.