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Exhibit 14(a)
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the captions "The
Reorganization-Comparison of the Funds-Financial Highlights", "Selection of
Independent Auditors" and "Experts" and to the use of our reports dated August
26, 1999 for MuniHoldings New Jersey Insured Fund, Inc. and June 24, 1999 for
MuniHoldings New Jersey Insured Fund II, Inc. included in the Registration
Statement (Form N-14 No. 333-87083) and related combined Proxy Statement and
Prospectus of MuniHoldings New Jersey Insured Fund, Inc., MuniHoldings New
Jersey Insured Fund II, Inc. and MuniHoldings New Jersey Insured Fund III, Inc.
filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
MetroPark, New Jersey
November 1, 1999
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BROWN & WOOD LLP
ONE WORLD TRADE CENTER
NEW YORK, N.Y. 10048-0057
TELEPHONE: 212-839-5300
FACSIMILE: 212-839-5599
November 4, 1999
VIA ELECTRONIC FILING
Securities and Exchange Commission
Division of Investment Management
450 Fifth Street, N.W.
Judiciary Plaza
Washington, DC 20549
Re: MuniHoldings New Jersey Insured Fund, Inc.
Pre-Effective Amendment No. 1 to the
Registration Statement on Form N-14
File No. 333-87083
Ladies and Gentlemen:
On behalf of MuniHoldings New Jersey Insured Fund, Inc. ("New Jersey
Insured") transmitted herewith for filing with the Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933, as amended is
Pre-Effective Amendment No. 1 (the "Amendment") to New Jersey Insured 's
Registration Statement on Form N-14, which was filed with the Commission on
September 14, 1999 (the "Initial Filing "). The Amendment is being filed in
connection with the proposed acquisition of assets and assumption of liabilities
of MuniHoldings New Jersey Insured Fund II, Inc. ("New Jersey Insured II") and
MuniHoldings New Jersey Insured Fund III, Inc. ("New Jersey Insured III") by New
Jersey Insured (the "Reorganization"). The requisite filing fee of $75,081
previously was paid by wire transfer to the Commission in connection with the
filing of the Initial Filing.
The Amendment has been tagged to indicate the changes made from the
Initial Filing.
The Amendment contains a combined proxy statement and prospectus for the
shareholders of New Jersey Insured, New Jersey Insured II and New Jersey Insured
III. Assuming that all of the requisite shareholder approvals are obtained, it
is intended that the Reorganization will occur on February 21, 2000. Previously,
New Jersey Insured filed a letter with the Commission requesting that the
Registration Statement be declared effective as soon as practicable after the
filing of the Amendment. Acceleration of the effective date will facilitate
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mailing the proxy statements and obtaining the requisite shareholder approvals
for the Reorganization in a timely fashion.
Please direct any comments or questions relating to this filing to the
undersigned at (212) 839-5671 or to Ellen W. Harris of this firm at (212)
839-5583.
Very truly yours,
/s/ Elizabeth Keeley
Transmission
cc: William E. Zitelli, Jr.
2
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