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EXHIBIT 11
BROWN & WOOD LLP
ONE WORLD TRADE CENTER
NEW YORK, N.Y. 10048-0057
TELEPHONE: 212-839-5300
FACSIMILE: 212-839-5599
November 4, 1999
MuniHoldings New Jersey Insured Fund, Inc.
800 Scudders Mill Road
Plainsboro, New Jersey 08536
Ladies and Gentlemen:
We have acted as counsel for MuniHoldings New Jersey Insured Fund, Inc.
(the "Fund") in connection with the proposed acquisition by the Fund of
substantially all of the assets and the assumption by the Fund of substantially
all of the liabilities of MuniHoldings New Jersey Insured Fund II, Inc. and
MuniHoldings New Jersey Insured Fund III, Inc., in exchange for newly-issued
shares of common stock and auction market preferred stock of the Fund
(collectively the "Reorganization"). This opinion is furnished in connection
with the Fund's Registration Statement on Form N-14 under the Securities Act of
1933, as amended (File No. 333-87083) (the "Registration Statement"), relating
to shares of common stock and auction market preferred stock of the Fund, each
par value $0.10 per share (the "Shares"), to be issued in the Reorganization.
As counsel for the Fund, we are familiar with the proceedings taken by it
and to be taken by it in connection with the authorization, issuance and sale of
the Shares. In addition, we have examined and are familiar with the Articles of
Incorporation of the Fund, as amended and supplemented, the By-Laws of the Fund,
as amended, and such other documents as we have deemed relevant to the matters
referred to in this opinion.
Based upon the foregoing, we are of the opinion that subsequent to the
approval of the Agreement and Plan of Reorganization by and between the Fund,
MuniHoldings New Jersey Insured Fund II, Inc. and MuniHoldings New Jersey
Insured Fund III, Inc., and set forth in the joint proxy statement and
prospectus constituting a part of the Registration Statement (the "Proxy
Statement and Prospectus"), the Shares, upon issuance in the manner referred to
in the Registration Statement, for consideration not less than the par value
thereof, will be legally issued, fully paid and non-assessable shares of common
stock or auction market preferred stock, as the case may be, of the Fund.
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We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of our name in the Proxy Statement and
Prospectus constituting a part thereof.
Very truly yours,
/s/ Brown & Wood LLP
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