MUNIHOLDINGS FLORIDA INSURED FUND II
February 25, 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 Florida Insured Fund II
Pre-Effective Amendment No. 2 to
Registration Statement on Form N-2
(Securities Act File No. 333-42055
Investment Company Act No. 811-08543)
Ladies and Gentlemen:
Pursuant to Rule 497(j) under the Securities Act of 1933, as amended
(the "1933 Act"), MuniHoldings Florida Insured Fund II, (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. 2 to the Fund's
Registration Statement on Form N-2; and
(2) the text of Pre-Effective Amendment No. 2 to the Fund's
Registration Statement on Form N-2 was filed electronically with
the Securities and Exchange Commission on February 20, 1998.
Very truly yours,
MUNIHOLDINGS FLORIDA INSURED FUND II
By: /s/ Patrick D. Sweeney
--------------------------------
Patrick D. Sweeney
Secretary
