MUNIHOLDINGS FUND II, INC.
February 27, 1998
VIA ELECTRONIC FILING
Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, D.C. 20549
Attention: Division of Investment Management
Re: MuniHoldings Fund II, Inc.,
Pre-Effective Amendment No. 3 to
Registration Statement on Form N-2
(Securities Act File No. 333-26895
Investment Company Act File No. 811-08215)
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Ladies and Gentlemen:
Pursuant to Rule 497(j) under the Securities Act of 1933, as amended
(the "1933 Act"), MuniHoldings Fund II, Inc. (the "Fund") hereby certifies
that:
(1) the form of Prospectus that would have been filed pursuant to Rule
497(c) under the 1933 Act would not have differed from that
contained in Pre-Effective Amendment No. 3 to the Fund's
Registration Statement on Form N-2; and
(2) the text of Pre-Effective Amendment No. 3 to the Fund's
Registration Statement on Form N-2 was filed electronically with
the Securities and Exchange Commission on February 24, 1998.
Very truly yours,
MUNIHOLDINGS FUND II, INC.
By: /s/ Alice A. Pellegrino
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Alice A. Pellegrino
Assistant Secretary
