MUNIHOLDINGS INSURED FUND INC/NJ
N-30D, 1999-12-08
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                                                              MUNIHOLDINGS
                                                              INSURED FUND, INC.

                                                     STRATEGIC
                                                              Performance

                                [GRAPHIC OMITTED]

                                                              Semi-Annual Report
                                                              October 31, 1999

<PAGE>

                         MUNIHOLDINGS INSURED FUND, INC.

The Benefits and Risks of Leveraging

MuniHoldings  Insured Fund,  Inc. has the ability to leverage to seek to enhance
the yield and net asset value of its Common  Stock.  However,  these  objectives
cannot be achieved in all interest  rate  environments.  To  leverage,  the Fund
issues Preferred Stock, which pays dividends at prevailing  short-term  interest
rates,  and invests the  proceeds in  long-term  municipal  bonds.  The interest
earned on these investments is paid to Common Stock  shareholders in the form of
dividends,  and the value of these  portfolio  holdings is  reflected in the per
share net asset value of the Fund's Common Stock.  However,  in order to benefit
Common Stock  shareholders,  the yield curve must be positively sloped; that is,
short-term  interest rates must be lower than long-term  interest  rates. At the
same time, a period of generally  declining  interest  rates will benefit Common
Stock  shareholders.  If either of these  conditions  change,  then the risks of
leveraging  will begin to outweigh the benefits.

To illustrate these concepts, assume a fund's Common Stock capitalization of
$100 million and the issue of Preferred Stock for an additional $50 million,
creating a total value of $150 million available for investment in long-term
municipal bonds. If prevailing short-term interest rates are approximately 3%
and long-term interest rates are approximately 6%, the yield curve has a
strongly positive slope. The fund pays dividends on the $50 million of Preferred
Stock based on the lower short-term interest rates. At the same time, the fund's
total portfolio of $150 million earns the income based on long-term interest
rates. Of course, increases in short-term interest rates would reduce (and even
eliminate) the dividends on the Common Stock.

In this case, the dividends paid to Preferred Stock shareholders are
significantly lower than the income earned on the fund's long-term investments,
and therefore the Common Stock shareholders are the beneficiaries of the
incremental yield. However, if short-term interest rates rise, narrowing the
differential between short-term and long-term interest rates, the incremental
yield pickup on the Common Stock will be reduced or eliminated completely. At
the same time, the market value on the fund's Common Stock (that is, its price
as listed on the New York Stock Exchange), may, as a result, decline.
Furthermore, if long-term interest rates rise, the Common Stock's net asset
value will reflect the full decline in the price of the portfolio's investments,
since the value of the fund's Preferred Stock does not fluctuate. In addition to
the decline in net asset value, the market value of the fund's Common Stock may
also decline.

As a part of its investment strategy, the Fund may invest in certain securities
whose potential income return is inversely related to changes in a floating
interest rate ("inverse floaters"). In general, income on inverse floaters will
decrease when short-term interest rates increase and increase when short-term
interest rates decrease. Investments in inverse floaters may be characterized as
derivative securities and may subject the Fund to the risks of reduced or
eliminated interest payments and losses of invested principal. In addition,
inverse floaters have the effect of providing investment leverage and, as a
result, the market value of such securities will generally be more volatile than
that of fixed-rate, tax-exempt securities. To the extent the Fund invests in
inverse floaters, the market value of the Fund's portfolio and the net asset
value of the Fund's shares may also be more volatile than if the Fund did not
invest in these securities.

<PAGE>

                             MuniHoldings Insured Fund, Inc., October 31, 1999

DEAR SHAREHOLDER

For the six months  ended  October 31, 1999,  the Common  Stock of  MuniHoldings
Insured Fund,  Inc.  earned $0.419 per share income  dividends,  which  included
earned and unpaid dividends of $0.070. This represents a net annualized yield of
6.80%,  based on a month-end net asset value of $12.22 per share.  Over the same
period,  the total  investment  return on the Fund's  Common  Stock was -17.26%,
based on a change in per  share  net asset  value  from  $15.25 to  $12.22,  and
assuming  reinvestment of $0.417 per share income dividends.

For the six months ended October 31, 1999, the Fund's Auction Market Preferred
Stock had an average yield of 3.29% for Series A and 3.33% for Series B.

The Municipal Market Environment

The  combination  of steady strong  domestic  economic  growth,  improvement  in
foreign  economies  (most  notably in Japan) and  increasing  investor  concerns
regarding potential increases in US inflation put upward pressure on bond yields
throughout  the  six-month  period ended October 31, 1999.  Continued  strong US
employment growth,  particularly the decline in the US unemployment rate to 4.2%
in early June, was among the reasons the Federal Reserve Board cited for raising
short-term  interest  rates in late June and again in late  August.  US Treasury
bond yields  reacted by  climbing  above  6.375% by late  October.  However,  at
October month-end,  economic  indicators were released  suggesting that, despite
strong  economic  and  employment  growth  in the  third  quarter,  inflationary
pressures have remained extremely well contained. This resulted in a significant
rally in the US Treasury bond market,  pushing US Treasury bond yields  downward
to end the six-month period at approximately 6.15%. During the period, yields on
30-year US Treasury  bonds  increased  over 50 basis points  (0.50%).

Long-term tax-exempt bond yields also rose during the six months ended October
31, 1999. Until early May, the municipal bond market was able to withstand much
of the upward pressure on bond yields. However, investor concerns of additional
moves by the Federal Reserve Board to moderate US economic growth and, more
importantly, the loss of the strong technical support that the tax-exempt market
enjoyed in early 1999 helped push municipal bond yields significantly higher for
the remainder of the period. The yields on long-term tax-exempt revenue bonds
rose nearly 90 basis points to 6.18% by October 31, 1999, as measured by the
Bond Buyer Revenue Bond Index.

In recent months,  the  significant  decline in new tax-exempt bond issuance has
remained a positive factor within the municipal bond market,  as it had been for
much of the past year.  During the last six  months,  more than $110  billion in
long-term  municipal  bonds was issued,  a decline of nearly 20% compared to the
same period a year ago.  During the past three months,  $55 billion in municipal
bonds was  underwritten,  representing  a decline of nearly 10%  compared to the
corresponding period in 1998. Additionally, in June and July, investors received
more than $40 billion in coupon  income and proceeds  from bond  maturities  and
early bond  redemptions.  These  proceeds  have  generated  considerable  retail
investor  interest,  which has  helped  absorb  the  recent  diminished  supply.

Although tax-exempt bond yields are at their highest level in over two years and
have attracted significant retail investor interest, institutional demand has
declined sharply. Long-term municipal mutual funds have seen consistent outflows
in recent months as the yields of individual securities have risen faster than
those of larger, more diverse mutual funds. In addition, the demand from
property/ casualty insurance companies has weakened as a result of the losses,
and anticipated losses, incurred as a result of the series of damaging storms
across much of the eastern United States. Additionally, many institutional
investors who were attracted to the municipal bond market in recent years by
historically attractive tax-exempt bond yield ratios of over 90% have found
other asset classes even more attractive. Even with a reduced supply position,
tax-exempt issuers have been forced to repeatedly raise municipal bond yields in
the attempt to attract adequate demand.

The recent relative  underperformance  of the municipal bond market has resulted
in an opportunity for long-term  investors to purchase  tax-exempt  issues whose
yields are nearly identical with taxable US Treasury securities.  At October 31,
1999,  long-term uninsured municipal revenue bond yields were 100% of comparable
US Treasury  securities.  In recent months, many taxable asset classes,  such as
corporate  bonds,  mortgage-backed  securities  and US  agency  debt,  have  all
accelerated  debt issuance.  This  acceleration  was initiated  largely to avoid
issuing  securities at year-end and to minimize any  associated  Year 2000 (Y2K)
problems that may develop. However, this increased issuance has also resulted in
higher yield  levels in the various  asset  classes as lower bond prices  became
necessary to attract sufficient  investor demand.  Going forward, it is believed
that  the  pace  of  non-US   government   debt   issuance  is  likely  to  slow
significantly.  As the  supply  of this  debt  declines,  we would  expect  many
institutional  investors  to  return  to  the  municipal  bond  market  and  the
attractive  yield  ratios  available.

Looking  ahead,  it appears to us that  long-term  tax-exempt  bond  yields will
remain under  pressure,  trading in a broad range centered near current  levels.
Investors  are likely to remain  concerned  about  future  action by the Federal
Reserve Board in November.  Y2K  considerations may prohibit any further Federal
Reserve Board moves  through the end of the year and the beginning of 2000.  Any
improvement in bond prices will probably be contingent upon weakening in both US
employment growth and consumer spending. The 100 basis point rise in US Treasury
bond yields seen thus far this year may  negatively  impact US economic  growth.
The US housing market will be among the first sectors likely to be affected,  as
some declines have already been evidenced in response to higher  mortgage rates.
We believe  that it is also  unrealistic  to expect  double-digit  returns in US
equity  markets to continue  indefinitely.  Much of the US consumer's  wealth is
tied to recent stock market appreciation. Any slowing in these incredible growth
rates is likely to reduce  consumer  spending.  We believe  that  these  factors
suggest  that the worst of the  recent  increase  in bond  yields has passed and
stable, if not slightly improving, bond prices may be expected.

Portfolio Strategy

At the start of the six-month  period ended October 31, 1999, we were neutral on
interest  rates.  We adopted  this  stance  based on  expectations  of slower US
economic  growth,  continuing  weakness in global economies and little perceived
threat  of an  upturn  in  inflationary  expectations.  We  believed  tax-exempt
interest  rates  would  trade  in a narrow  range  around  then-current  levels.
However,  interest rates increased  substantially over the period as it appeared
the US  economy  was not  going to slow and most  economies  around  the  world,
including  Japan and Europe,  showed a quick  recovery soon after the turmoil of
last fall.

In  addition  to the general  increase  in  interest  rates  during the past six
months,  volatility in the municipal market increased  substantially relative to
the  Treasury  market.  Historically,  long-term  tax-exempt  bond yield  ratios
relative  to  US  Treasury   securities   of   comparable   maturity  have  been
approximately  in the range of 84%-86%.  However,  tax-exempt yield ratios began
1999 at 100% of US Treasury  yields.  Since then,  the ratio of  municipal  bond
yields to Treasury bond yields has fluctuated between 90%-100%. This has been in
response to greatly diminished institutional demand and the absence of crossover
buyers who have  historically  purchased  municipal  bonds whenever yield ratios
exceed 88%-90%.  Rising yields in corporate bond and mortgage-backed  securities
markets  allowed  these  crossover  accounts  to remain in taxable  issues.  The
tax-exempt bond market has not exhibited such underperformance  since late 1994.

At October 31, 1999,  MuniHoldings Insured Fund, Inc. was positioned positively.
We believe that we are  approaching  the highs in yields.  Recent  interest rate
increases as well as an  anticipated  tightening  in  mid-November  have largely
restored  investor  confidence  that the  Federal  Reserve  Board will not allow
inflation to rise significantly.  Some decline in economic growth,  particularly
in the  housing  and retail  sales  sectors,  can already be seen in response to
interest rate increases in recent months.  Additionally,  history  suggests that
whenever  tax-exempt  bond yields rise close to or above US Treasury bond yields
for an extended period of time,  municipal bond portfolios generate  significant
total returns in the following six months-twelve  months.

Short-term tax-exempt bond yields averaged  approximately 3.375% throughout most
of the six-month


                                     2 & 3
<PAGE>

                               MuniHoldings Insured Fund, Inc., October 31, 1999

period ended October 31, 1999.  Short-term  municipal bond yields have been much
more stable than those associated with 25-year-30-year maturity issues. This has
resulted  in  a  significant  incremental  yield  being  paid  to  Common  Stock
shareholders.  Since the Federal Reserve Board is believed to be near the end of
its current interest rate tightening cycle,  short-term tax-exempt bond interest
rates are  expected to remain near their  current  levels.  However,  should the
spread between  short-term and long-term  interest rates narrow, the benefits of
the  leverage  will  decline  and,  as a result,  reduce the yield on the Fund's
Common Stock. (For a complete explanation of the benefits and risks of leverage,
see page 1 of this report to shareholders.)

In Conclusion

We appreciate your ongoing  interest in MuniHoldings  Insured Fund, Inc., and we
look forward to serving your investment needs in the months and years ahead.

Sincerely,


/s/ Terry K. Glenn

Terry K. Glenn
President


/s/ Vincent R. Giordano

Vincent R. Giordano
Senior Vice President


/s/ Robert A. DiMella

Robert A. DiMella
Vice President and Portfolio Manager

December 2, 1999

SCHEDULE OF INVESTMENTS                                           (in thousands)

<TABLE>
<CAPTION>

STATE               S&P      Moody's   Face                                                                                  Value
                    Ratings  Ratings  Amount   Issue                                                                       (Note 1a)
====================================================================================================================================
<S>                  <C>      <C>      <C>      <C>                                                                       <C>
Alabama--6.0%        AAA      NR*      $ 8,570  Jefferson County, Alabama, Sewer Revenue Bonds, RIB, Series 124, 7.02%
                                                due 2/01/2036 (b)(f)                                                      $   6,660
                     AAA      Aaa       12,000  Jefferson County, Alabama, Sewer Revenue Refunding Warrants, Series A,
                                                5.375% due 2/01/2027 (b)                                                      10,879

====================================================================================================================================
California--14.0%    AA-      Aa3        7,000  Beverly Hills, California, Public Financing Authority, Lease Revenue Bonds
                                                (Capital Improvements Project), Series A, 5.25% due 6/01/2028                  6,208
                     AA-      Aa3        6,780  California State, GO, 5% due 10/01/2019                                        5,998
                     AAA      Aaa        8,000  California State Public Works Board, Lease Revenue Refunding Bonds
                                                (Department of Corrections--State Prisons), Series A, 5% due 12/01/2019 (a)    7,193
                     AAA      Aaa        6,000  Clovis, California, Sewer Revenue Refunding Bonds, 5.20% due 8/01/2028 (e)     5,347
                     AAA      Aaa        7,195  Fontana, California, Redevelopment Agency, Tax Allocation Refunding Bonds
                                                (Southwest Industrial Park Project), 5.20% due 9/01/2030 (e)                   6,374
                     AAA      Aaa       11,000  Kern, California, Community College District, COP, Refunding, 5% due
                                                1/01/2025 (e)                                                                  9,516
====================================================================================================================================
Connecticut--0.8%    NR*      Baa3       2,500  Mashantucket Western Pequot Tribe, Connecticut, Special Revenue Refunding
                                                Bonds, Sub-Series B, 5.75% due 9/01/2027                                       2,266
====================================================================================================================================
Florida--2.1%        NR*      VMIG1+     4,100  Hillsborough County, Florida, IDA, PCR (Tampa Electric Company Project),
                                                VRDN, 3.50% due 9/01/2025 (g)                                                  4,100
                     NR*      NR*        2,500  Orange County, Florida, School Board, COP, RIB, Series 130, 6.75% due
                                                8/01/2023 e)(f)                                                                2,028
====================================================================================================================================
Georgia--1.5%        BBB-     Baa2       5,000  Effingham County, Georgia, Development Authority, Solid Waste Disposal
                                                Revenue (Fort James Project), AMT, 5.625% due 7/01/2018                        4,444
====================================================================================================================================
Hawaii--3.4%         AAA      Aaa      10,000  Hawaii State, GO, Series CT, 5.875% due 9/01/2018 (d)                           9,937
====================================================================================================================================
Illinois--12.3%                                Chicago, Illinois, Board of Education, GO (Chicago School Reform Project),
                                               Series A (a):
                     AAA      Aaa        5,400    5.25% due 12/01/2022                                                         4,823
                     AAA      Aaa        6,765    5.25% due 12/01/2027                                                         5,939
                     AAA      Aaa       20,880  Chicago, Illinois, GO, Project and Refunding, 5.25% due 1/01/2020 (b)         18,790
                     AAA      Aaa        7,000  Illinois Development Finance Authority, PCR, Refunding (Illinois Power
                                               Company Project), Series A, 5.40% due 3/01/2028 (e)                             6,309
====================================================================================================================================
Indiana--2.3%        AAA      Aaa        2,475  Indiana Municipal Power Agency, Power Supply System, Special Obligation
                                                Refunding Bonds, First Crossover, Series B, 5.30% due 1/01/2020 (e)            2,247
                     NR*      Aaa        4,830  Indiana State HFA, S/F Mortgage Revenue Refunding Bonds, AMT, Series B-3,
                                               5.55% due 1/01/2025 (c)                                                         4,421
====================================================================================================================================
Massachusetts--4.4%  AAA      Aaa        5,500  Massachusetts State, HFA, Housing Revenue Bonds (Rental Mortgage), AMT,
                                               Series C, 5.625% due 7/01/2040 (a)                                              4,965
                                               Massachusetts State, HFA, S/F Housing Revenue Bonds:
                     AAA      Aaa        2,655    AMT, Series 59, 5.50% due 12/01/2030 (a)                                     2,400
                     AAA      Aaa        1,710    Series 58, 5.375% due 6/01/2017 (e)                                          1,616
                     AAA      Aaa        4,500  Massachusetts State Turnpike Authority, Metropolitan Highway System Revenue
                                               Refunding Bonds, Senior-Series A, 5% due 1/01/2027 (e)                          3,847
====================================================================================================================================
Mississippi--0.7%    A1+      P1         2,000  Harrison County, Mississippi, PCR, Refunding (E.I. du Pont de Nemours),
                                               VRDN, 3.50% due 9/01/2010 (g)                                                   2,000
====================================================================================================================================
Missouri--3.6%       AA       Aa2        4,500  Cape Girardeau County, Missouri, IDA, Solid Waste Disposal Revenue Bonds
                                                S&P (Procter & Gamble Ratings Paper Products), AMT, 5.30% due 5/15/2028        3,955
                                                Saint Louis, Missouri, GO, Public Safety (b):
                     AAA      Aaa        1,615    5% due 2/15/2015                                                             1,486
                     AAA      Aaa        3,920    5.125% due 2/15/2016                                                         3,636
                     AAA      Aaa        1,500    5.125% due 2/15/2018                                                         1,373
====================================================================================================================================
</TABLE>

Portfolio Abbreviations
================================================================================

To simplify the listings of MuniHoldings Insured Fund, Inc.'s portfolio holdings
in the Schedule of Investments, we have abbreviated the names of many of the
securities according to the list at right.

AMT    Alternative Minimum Tax (subject to)
COP    Certificate of Participation
GO     General Obligation Bonds
HFA    Housing Finance Agency
IDA    Industrial Development Authority
PCR    Pollution Control Revenue Bonds
RIB    Residual Interest Bonds
RITR   Residual Interest Trust Receipts
S/F    Single-Family
TAN    Tax Anticipation Notes
VRDN   Variable Rate Demand Notes


                                      4 & 5
<PAGE>


                               MuniHoldings Insured Fund, Inc., October 31, 1999

SCHEDULE OF INVESTMENTS (concluded)                               (in Thousands)

<TABLE>
<CAPTION>
                     S&P    Moody's   Face                                                                                   Value
STATE              Ratings  Ratings  Amount  Issue                                                                         (Note 1a)
====================================================================================================================================
<S>                 <C>      <C>      <C>      <C>                                                                        <C>
New York--32.1%                                Long Island Power Authority, New York, Electric System Revenue Refunding
                                               Bonds, Series A:
                    AAA      Aaa      $ 5,650    5.25% due 12/01/2014 (d)                                                 $    5,329
                    AAA      Aaa       25,000    5.125% due 12/01/2022 (d)                                                    22,088
                    AAA      Aaa        3,000    5.50% due 12/01/2029 (e)                                                      2,776
                                               Metropolitan Transportation Authority, New York, Dedicated Tax Fund Revenue
                                               Bonds, Series A (b):
                    AAA      Aaa        5,500    5% due 4/01/2023                                                              4,757
                    AAA      Aaa        1,260    4.75% due 4/01/2028                                                           1,026
                    AAA      Aaa        6,840  Metropolitan Transportation Authority, New York, Transportation Facilities
                                               Revenue Refunding Bonds, Series B, 4.75% due 7/01/2026 (b)                      5,600
                    AAA      Aaa       10,000  Nassau Health Care Corporation, New York, Health System Revenue Bonds,
                                               5.75% due 8/01/2022 (d)                                                         9,643
                    AAA      Aaa        7,800  New York City, New York, City Municipal Water Finance Authority, Water and
                                               Sewer System Revenue Refunding Bonds, Series A, 5.50% due 6/15/2023 (e)         7,301
                    AAA      NR*        7,000  New York State Dormitory Authority Revenue Bonds (State University
                                               Educational Facilities), Series B, 5% due 5/15/2018 (d)                         6,166
                                               New York State Local Government Assistance Corporation, Revenue Refunding
                                               Bonds, Series B (e):
                    AAA      Aaa        7,860    5% due 4/01/2018                                                              6,887
                    AAA      Aaa       11,750    5% due 4/01/2021                                                             10,228
                    AAA      NR*        5,000  New York State Urban Development Corporation Revenue Bonds (Correctional
                                               Capital Facilities--Service Contract), Series A, 5% due 1/01/2028 (d)           4,264
                    AAA      Aaa        4,995  Port Authority of New York and New Jersey, Consolidated Revenue Refunding
                                               Bonds, AMT, 119th Series, 5.50% due 9/15/2016 (b)                               4,809
                    AAA      Aaa        2,720  Suffolk County, New York, Judicial Facilities Agency, Service Agreement
                                               Revenue Bonds (John P. Cohalan Complex), 5% due 4/15/2016 (a)                   2,440
====================================================================================================================================
Pennsylvania--2.9%  NR*      Aaa        4,860  Erie, Pennsylvania, Sewer Authority, Sewer Revenue Bonds, Series B, 5.125%
                                               due 6/01/2020 (a)                                                               4,335
                    AAA      Aaa        4,400  Philadelphia, Pennsylvania, Gas Works Revenue Refunding Bonds, 15th Series,
                                               5.25% due 8/01/2021 (d)                                                         3,952
====================================================================================================================================
Rhode Island--0.7%  AAA      Aaa        2,320  Providence, Rhode Island, Public Building Authority Revenue Bonds (School
                                               and (Capital Improv Public Facilities Projects), Series A, 5.25% due
                                               12/15/2016 (a)                                                                  2,156
====================================================================================================================================
Tennessee--0.6%     AA       Aa3        2,000  Metropolitan Government of Nashville and Davidson Counties, Tennessee,
                                               Health and Education Facilities Board Revenue Refunding Bonds (The
                                               Vanderbilt University), Series B, 5% due 10/01/2028                             1,688

====================================================================================================================================
Texas--7.9%         AAA      NR*       15,260  Colorado River Texas Municipal Water District, Revenue Refunding Bonds,
                                               RIB, Series 119, 6.565% due 1/01/2021 (a)(f)                                   11,893
                    BBB-     Baa1       5,000  Dallas-Fort Worth, Texas, International Airport Facilities, Improvement
                                               Corporation Revenue Bonds (American Airlines Inc.), AMT, 6.375% due
                                               5/01/2035                                                                       4,787
                    AAA      Aaa        7,150  North Texas Thruway Authority, Dallas, North Thruway System Revenue
                                               Refunding Bonds, Series A, 5% due 1/01/2020 (b)                                 6,229
====================================================================================================================================
Virginia--1.4%      BBB-     Baa3       4,750  Pocahontas Parkway Association, Virginia, Toll Road Revenue Bonds,
                                               Senior-Series A, 5.50% due 8/15/2028                                            4,064
====================================================================================================================================
Wyoming--1.7%       AA       NR*        5,000  Wyoming Student Loan Corporation, Student Loan Revenue Refunding Bonds,
                                               Series A, 6.20% due 6/01/2024                                                   4,956
====================================================================================================================================
                    Total Investments (Cost--$302,260)--98.4%                                                                286,131
                    Other Assets Less Liabilities--1.6%                                                                        4,626
                                                                                                                            --------
                    Net Assets--100.0%                                                                                      $290,757
                                                                                                                            ========
====================================================================================================================================
</TABLE>

(a)   AMBAC Insured.
(b)   FGIC Insured.
(c)   FNMA/GNMA Collateralized.
(d)   FSA Insured.
(e)   MBIA Insured.
(f)   The interest rate is subject to change periodically and inversely based
      upon prevailing market rates. The interest rate shown is the rate in
      effect at October 31, 1999.
(g)   The interest rate is subject to change periodically based upon prevailing
      market rates. The interest rate shown is the rate in effect at October 31,
      1999.
*     Not Rated.
+     Highest short-term rating by Moody's Investors Service, Inc.

See Notes to Financial Statements.

STATEMENT OF ASSETS, LIABILITIES AND CAPITAL

<TABLE>
<CAPTION>
                As of October 31, 1999
====================================================================================================================================
<S>              <C>                                                                                  <C>               <C>

Assets:          Investments, at value (identified cost -- $302,260,104) (Note 1a) .................                    $286,131,344
                 Cash ..............................................................................                          94,341
                 Interest receivable ...............................................................                       4,942,755
                 Prepaid expenses ..................................................................                          17,349
                                                                                                                         -----------
                 Total assets ......................................................................                     291,185,789
                                                                                                                        ------------
====================================================================================================================================
Liabilities:     Payables:
                   Dividends to shareholders (Note 1e) .............................................  $    263,516
                   Investment adviser (Note 2) .....................................................       138,194           401,710
                                                   -                                                     ---------
                 Accrued expenses ..................................................................                          27,210
                                                                                                                             -------
                 Total liabilities .................................................................                         428,920
                                                                                                                             -------
====================================================================================================================================
Net Assets:      Net assets ........................................................................                    $290,756,869
                                                                                                                        ============
====================================================================================================================================
Capital:         Capital Stock (200,000,000 shares authorized) (Note 4):
                   Preferred Stock, par value $.10 per share (5,360 shares of AMPS* issued
                   and outstanding at $25,000 per share liquidation preference) ....................                    $134,000,000
                   Common Stock, par value $.10 per share (12,832,937 shares issued and
                   outstanding) ....................................................................  $  1,283,294
                 Paid-in capital in excess of par ..................................................   189,804,195
                 Undistributed investment income -- net ............................................     1,234,977
                 Accumulated realized capital losses on investments--net ...........................   (19,436,837)
                 Unrealized depreciation on investments -- net .....................................   (16,128,760)
                                                                                                      ------------
                 Total capital--Equivalent to $12.22 net asset value per share of Common Stock
                 (market price--$11.6875) ..........................................................                     156,756,869
                                                                                                                        ------------
                 Total capital .....................................................................                    $290,756,869
                                                                                                                        ============
====================================================================================================================================
</TABLE>

*     Auction Market Preferred Stock.

See Notes to Financial Statements.


                                      6 & 7
<PAGE>

                               MuniHoldings Insured Fund, Inc., October 31, 1999

STATEMENT OF OPERATIONS

<TABLE>
<CAPTION>

                    For the Six Months Ended October 31, 1999
====================================================================================================================================
<S>                 <C>                                                                            <C>                <C>
Investment          Interest and amortization of premium and discount earned ...............                          $   8,584,664
Income (Note 1d):
====================================================================================================================================
Expenses:           Investment advisory fees (Note 2) ......................................       $  857,054
                    Commission fees (Note 4) ...............................................          170,893
                    Professional fees ......................................................           41,358
                    Accounting services (Note 2) ...........................................           36,308
                    Transfer agent fees ....................................................           20,108
                    Organization expenses (Note 1f) ........................................           15,181
                    Custodian fees .........................................................           12,663
                    Listing fees ...........................................................           12,192
                    Printing and shareholder reports .......................................           11,573
                    Directors' fees and expenses ...........................................            9,763
                    Pricing fees ...........................................................            3,562
                    Other ..................................................................            9,473
                                                                                                   ----------
                    Total expenses before reimbursement ....................................        1,200,128
                    Reimbursement of expenses (Note 2) .....................................          (92,569)
                                                                                                   ----------
                    Total expenses after reimbursement .....................................                              1,107,559
                                                                                                                      -------------
                    Investment income--net .................................................                              7,477,105
                                                                                                                      -------------
====================================================================================================================================
Realized &              Realized loss on investments--net .......................................                       (20,730,555)
Unrealized Loss         Change in unrealized appreciation/depreciation on investments--net ......                       (18,122,835)
On Investments--Net                                                                                                   -------------
(Notes 1b, 1d & 3):     Net Decrease in Net Assets Resulting from Operations ....................                     $ (31,376,285)
                                                                                                                      =============
====================================================================================================================================
</TABLE>

See Notes to Financial Statements.

STATEMENT OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>
                                                                                                  For the Six        For the Period
                                                                                                 Months Ended       May 1, 1998+ to
                    Increase (Decrease) in Net Assets:                                         October 31, 1999      April 30, 1999
====================================================================================================================================
<S>                 <C>                                                                         <C>                    <C>
Operations:         Investment income--net ..................................................   $  7,477,105           $ 15,405,873
                    Realized gain (loss) on investments--net ................................    (20,730,555)             5,581,576
                    Change in unrealized appreciation/depreciation on investments--net ......    (18,122,835)             1,994,075
                                                                                                ------------           ------------
                    Net increase (decrease) in net assets resulting from operations .........    (31,376,285)            22,981,524
                                                                                                ------------           ------------
====================================================================================================================================
Dividends &         Investment income--net:
Distributions         Common Stock ..........................................................     (5,356,455)           (10,626,035)
to Shareholders       Preferred Stock .......................................................     (2,212,116)            (3,453,395)
(Note 1e):          Realized gain on investments--net:
                      Common Stock ..........................................................             --             (2,968,923)
                      Preferred Stock .......................................................             --             (1,318,935)
                                                                                                ------------           ------------
                    Net decrease in net assets resulting from dividends and distributions
                    to shareholders .........................................................     (7,568,571)           (18,367,288)
                                                                                                ------------           ------------
====================================================================================================================================
Capital Stock       Proceeds from issuance of Common Stock ..................................             --            191,250,000
Transactions        Proceeds from issuance of Preferred Stock ...............................             --            134,000,000
(Notes 1f & 4):     Offering costs resulting from the issuance of Common Stock ..............             --               (296,790)
                    Offering and  underwriting  costs resulting from the
                    issuance of Preferred Stock .............................................             --             (1,147,911)
                    Value of shares  issued  to  Common Stock shareholders in reinvestment
                    of dividends and distributions ..........................................             --              1,182,185
                                                                                                ------------           ------------
                    Net increase in net assets derived from capital stock transactions ......             --            324,987,484
                                                                                                ------------           ------------
====================================================================================================================================
Net Assets:         Total increase (decrease) in net assets .................................    (38,944,856)           329,601,720
                    Beginning of period .....................................................    329,701,725                100,005
                                                                                                ------------           ------------
                    End of period* ..........................................................   $290,756,869           $329,701,725
                                                                                                ============           ============
====================================================================================================================================
                   *Undistributed investment income--net ....................................   $  1,234,977           $  1,326,443
                                                                                                ============           ============
====================================================================================================================================
</TABLE>

+     Commencement of operations.

See Notes to Financial Statements.


                                      8 & 9
<PAGE>

                               MuniHoldings Insured Fund, Inc., October 31, 1999

FINANCIAL HIGHLIGHTS

<TABLE>
<CAPTION>
                    The following per share data and ratios have been derived
                    from information provided in the financial statements.                        For the Six        For the Period
                                                                                                 Months Ended       May 1, 1998+ to
                    Increase (Decrease) in Net Assets:                                         October 31, 1999      April 30, 1999
====================================================================================================================================
<S>                 <C>                                                                          <C>                    <C>
Per Share           Net asset value, beginning of period ....................................    $    15.25             $   15.00
Operating                                                                                        ----------             ----------
Performance:        Investment income--net ..................................................           .59                  1.20
                    Realized and unrealized gain (loss) on investments--net .................         (3.03)                  .61
                                                                                                 ----------             ----------
                    Total from investment operations ........................................         (2.44)                 1.81
                                                                                                 ----------             ----------
                    Less dividends and distributions to Common Stock shareholders:
                      Investment income--net ................................................          (.42)                 (.83)
                      Realized gain on investments--net .....................................            --                  (.23)
                                                                                                 ----------             ----------
                    Total dividends and distributions to Common Stock shareholders ..........          (.42)                (1.06)
                                                                                                 ----------             ----------
                    Capital charge resulting from issuance of Common Stock ..................            --                  (.03)
                                                                                                 ----------             ----------
                    Effect of Preferred Stock activity:++
                    Dividends and distributions to Preferred Stock shareholders:
                       Investment income--net ...............................................          (.17)                 (.27)
                       Realized gain on investments--net ....................................            --                  (.10)
                    Capital charge resulting from issuance of Preferred Stock ...............            --                  (.10)
                                                                                                 ----------             ----------
                    Total effect of Preferred Stock activity ................................          (.17)                 (.47)
                                                                                                 ----------             ----------
                    Net asset value, end of period ..........................................    $    12.22             $   15.25
                                                                                                 ==========             ==========
                    Market price per share, end of period ...................................    $  11.6875             $ 14.4375
                                                                                                 ==========             ==========
====================================================================================================================================
Total Investment    Based on market price per share .........................................       (16.42%)@                3.19%@
Return:**                                                                                        ==========             ==========
                    Based on net asset value per share ......................................       (17.26%)@                8.99%@
                                                                                                 ==========             ==========
====================================================================================================================================
Ratios Based on     Total expenses, net of reimbursement*** .................................         1.24%*                  .78%
Average Net Assets                                                                               ==========             ==========
of Common Stock:    Total expenses*** .......................................................         1.25%*                 1.18%
                                                                                                 ==========             ==========
                    Total investment income--net*** .........................................         8.40%*                 7.73%
                                                                                                 ==========             ==========
                    Amount of dividends to Preferred Stock shareholders .....................         2.49%*                 1.73%
                                                                                                 ==========             ==========
                    Investment income--net, to Common Stock shareholders ....................         5.91%*                 6.00%
                                                                                                 ==========             ==========
====================================================================================================================================
Ratios Based on     Total expenses, net of reimbursement ....................................          .71%*                  .48%
Total Average Net                                                                                 ==========             ==========
Assets:+++***       Total expenses ..........................................................          .72%*                  .72%
                                                                                                 ==========             ==========
                    Total investment income--net ............................................         4.80%*                 4.71%
                                                                                                 ==========             ==========
====================================================================================================================================
Ratios Based on     Dividends to Preferred Stock shareholders ...............................         3.31%*                 2.70%
Average Net Assets                                                                               ==========             ==========
Of Preferred
Stock:
====================================================================================================================================
Supplemental Data:  Net assets, net of Preferred Stock, end of period (in thousands) ........     $ 156,757             $ 195,702
                                                                                                 ==========             ==========

                    Preferred Stock outstanding, end of period (in thousands) ...............     $ 134,000             $ 134,000
                                                                                                 ==========             ==========
                    Portfolio turnover ......................................................       107.81%                180.85%
                                                                                                 ==========             ==========
====================================================================================================================================
Leverage:           Asset coverage per $1,000 ...............................................     $   2,170             $   2,460
                                                                                                 ==========             ==========
====================================================================================================================================
Dividends Per       Series A--Investment income--net ........................................     $     411             $     631
Share on Preferred                                                                               ==========             ==========
Stock Outstanding:  Series B--Investment income--net ........................................     $     415             $     658
                                                                                                 ==========             ==========
====================================================================================================================================
</TABLE>

*     Annualized.
**    Total investment returns based on market value, which can be significantly
      greater or lesser than the net asset value, may result in substantially
      different returns. Total investment returns exclude the effects of sales
      charges. See Notes to Financial Statements.
***   Do not reflect the effect of dividends to Preferred Stock shareholders.
+     Commencement of operations.
++    The Fund's Preferred Stock was issued on May 19, 1998.
+++   Includes Common and Preferred Stock average net assets.
@     Aggregate total investment return.

See Notes to Financial Statements.

NOTES TO FINANCIAL STATEMENTS

1. Significant Accounting Policies:

MuniHoldings  Insured Fund, Inc. (the "Fund") is registered under the Investment
Company  Act of  1940 as a  non-diversified,  closed-end  management  investment
company.  The Fund's  financial  statements  are  prepared  in  accordance  with
generally  accepted  accounting  principles,   which  may  require  the  use  of
management accruals and estimates.  These unaudited financial statements reflect
all  adjustments  which are, in the opinion of  management,  necessary to a fair
statement of the results for the interim period presented.  All such adjustments
are of a normal recurring  nature.  The Fund's Common Stock is listed on the New
York  Stock  Exchange  under the  symbol  MUS.  The  following  is a summary  of
significant   accounting  policies  followed  by  the  Fund.

(a)  Valuation  of  investments--Municipal  bonds are  traded  primarily  in the
over-the-counter  markets  and are valued at the most  recent bid price or yield
equivalent  as obtained by the Fund's  pricing  service  from  dealers that make
markets in such  securities.  Financial  futures  contracts and options thereon,
which are  traded on  exchanges,  are valued at their  closing  prices as of the
close of such  exchanges.  Options  written or purchased  are valued at the last
sale price in the case of exchange-traded options. In the case of options traded
in the over-counter-market,  valuation is the last asked price (options written)
or the last bid price (options purchased).  Securities with remaining maturities
of sixty days or less are valued at amortized cost,  which  approximates  market
value.  Securities  and  assets  for which  market  quotations  are not  readily
available  are valued at fair value as  determined in good faith by or under the
direction of the Board of Directors of the Fund,  including valuations furnished
by a pricing service retained by the Fund, which may utilize a matrix system for
valuations.  The  procedures  of the  pricing  service  and its  valuations  are
reviewed by the officers of the Fund under the general  supervision of the Board
of  Directors.

(b) Derivative financial  instruments--The  Fund may engage in various portfolio
strategies  to seek to  increase  its return by hedging  its  portfolio  against
adverse  movements in the debt  markets.  Losses may arise due to changes in the
value  of the  contract  or if the  counterparty  does  not  perform  under  the
contract.

o Financial futures  contracts--The  Fund may purchase or sell financial futures
contracts  and options on such futures  contracts for the purpose of hedging the
market risk on  existing  securities  or the  intended  purchase of  securities.
Futures contracts are contracts for delayed delivery of securities at a specific
future date and at a specific price or yield. Upon entering into a contract, the
Fund deposits and maintains as collateral such initial margin as required by the
exchange on which the  transaction  is effected.  Pursuant to the contract,  the
Fund agrees to receive  from or pay to the broker an amount of cash equal to the
daily fluctuation in value of the


                                     10 & 11
<PAGE>

                               MuniHoldings Insured Fund, Inc., October 31, 1999

NOTES TO FINANCIAL STATEMENTS (concluded)

contract.  Such  receipts  or  payments  are known as  variation  margin and are
recorded by the Fund as unrealized gains or losses. When the contract is closed,
the Fund  records a realized  gain or loss equal to the  difference  between the
value of the contract at the time it was opened and the value at the time it was
closed.

o Options--The Fund is authorized to write covered call options and purchase put
options. When the Fund writes an option, an amount equal to the premium received
by the Fund is reflected as an asset and an equivalent liability.  The amount of
the  liability is  subsequently  marked to market to reflect the current  market
value of the option  written.  When a security is  purchased  or sold through an
exercise of an option,  the related  premium paid (or  received) is added to (or
deducted from) the basis of the security acquired or deducted from (or added to)
the proceeds of the security  sold.  When an option  expires (or the Fund enters
into a closing  transaction),  the Fund realizes a gain or loss on the option to
the extent of the  premiums  received or paid (or gain or loss to the extent the
cost of the closing transaction  exceeds the premium paid or received).

Written and purchased options are non-income producing investments.

(c) Income taxes--It is the Fund's policy to comply with the requirements of the
Internal  Revenue Code  applicable  to  regulated  investment  companies  and to
distribute  substantially  all  of  its  taxable  income  to  its  shareholders.
Therefore,   no  Federal   income  tax  provision  is  required.

(d) Security  transactions  and  investment  income--Security  transactions  are
recorded  on the dates the  transactions  are  entered  into (the trade  dates).
Interest  income is  recognized  on the  accrual  basis.  Discounts  and  market
premiums  are  amortized  into  interest  income.  Realized  gains and losses on
security transactions are determined on the identified cost basis.

(e)  Dividends  and  distributions--Dividends  from net  investment  income  are
declared and paid  monthly.  Distributions  of capital gains are recorded on the
ex-dividend dates.

(f) Organization and offering expenses--In accordance with Statement of Position
98-5, any unamortized  organization expenses of $15,181 were expensed during the
six  months  ended  October  31,  1999.  This is  considered  to be a change  in
accounting  principle and had no material  impact on the operations of the Fund.
Direct expenses  relating to the public offering of the Fund's Common Stock were
charged to capital at the time of issuance of the shares.

2. Investment Advisory Agreement and Transactions with Affiliates:

The Fund has entered into an Investment Advisory Agreement with FAM. The general
partner of FAM is Princeton  Services,  Inc. ("PSI"),  an indirect  wholly-owned
subsidiary  of Merrill  Lynch & Co.,  Inc.  ("ML & Co."),  which is the  limited
partner.

FAM is responsible  for the management of the Fund's  portfolio and provides the
necessary personnel,  facilities, equipment and certain other services necessary
to the operations of the Fund. For such services, the Fund pays a monthly fee at
an annual  rate of .55% of the  Fund's  average  weekly  net  assets,  including
issuance of  Preferred  Stock.  For the six months ended  October 31, 1999,  FAM
earned fees of $857,054,  of which $92,569 was  voluntarily  waived.

Accounting  services are provided to the Fund by FAM at cost.

Certain  officers and/or  directors of the Fund are officers and/or directors of
FAM, PSI, and/or ML & Co.

3. Investments:

Purchases and sales of investments, excluding short-term securities, for the six
months ended October 31, 1999 were $326,452,444 and $331,693,321,  respectively.

Net realized  gains  (losses) for the six months ended  October 31, 1999 and net
unrealized losses as of October 31, 1999 were as follows:

- --------------------------------------------------------------------------------
                                                      Realized      Unrealized
                                                   Gains (Losses)     Losses
- --------------------------------------------------------------------------------
Long-term investments ........................     $(21,066,015)   $(16,128,760)
Financial futures contracts ..................          335,460              --
                                                   ------------    ------------
Total ........................................     $(20,730,555)   $(16,128,760)
                                                   ============    ============
- --------------------------------------------------------------------------------

As of October 31,  1999,  net  unrealized  depreciation  for Federal  income tax
purposes  aggregated  $16,128,760,  of which  $593,291  related  to  appreciated
securities and $16,722,051 related to depreciated securities. The aggregate cost
of  investments  at  October  31,  1999 for  Federal  income  tax  purposes  was
$302,260,104.

4. Capital Stock Transactions:

The Fund is authorized to issue 200,000,000  shares of capital stock,  including
Preferred  Stock,  par  value  $.10  per  share,  all of  which  were  initially
classified as Common Stock.  The Board of Directors is authorized,  however,  to
reclassify any unissued  shares of capital stock without  approval of holders of
Common Stock.

Common Stock

Shares  issued and  outstanding  during the six months  ended  October  31, 1999
remained  constant and during the period May 1, 1998 to April 30, 1999 increased
by  12,750,000   from  shares  sold  and  76,270  as  a  result  of  a  dividend
reinvestment.

Preferred Stock

Auction Market  Preferred  Stock  ("AMPS") are shares of Preferred  Stock of the
Fund, with a par value of $.10 per share and a liquidation preference of $25,000
per share,  that entitle  their  holders to receive cash  dividends at an annual
rate that may vary for the successive dividend periods.  The yields in effect at
October 31, 1999 were as  follows:  Series A, 3.35% and Series B, 3.25%.

Shares  issued and  outstanding  during the six months  ended  October  31, 1999
remained  constant and during the period May 1, 1998 to April 30, 1999 increased
by 5,360 as a result of the AMPS offering.

The Fund pays commissions to certain  broker-dealers  at the end of each auction
at an annual rate ranging from .25% to .375%, calculated on the proceeds of each
auction.  For the six months ended  October 31,  1999,  Merrill  Lynch,  Pierce,
Fenner  &  Smith   Incorporated,   an  affiliate  of  FAM,  earned  $235,584  as
commissions.

5. Subsequent Event:

On November 8, 1999, the Fund's Board of Directors  declared an ordinary  income
dividend  to Common  Stock  shareholders  in the amount of  $.070000  per share,
payable on November 29, 1999 to  shareholders of record as of November 22, 1999.


                                    12 & 13
<PAGE>

MANAGED DIVIDEND POLICY

The  Fund's  dividend  policy  is to  distribute  substantially  all of its  net
investment income to its shareholders on a monthly basis.  However,  in order to
provide  shareholders  with a more consistent yield to the current trading price
of shares of Common  Stock of the Fund,  the Fund may at times pay out less than
the entire amount of net investment  income earned in any  particular  month and
may at times in any particular month pay out such accumulated but  undistributed
income in addition to net investment  income earned in that month.  As a result,
the dividends paid by the Fund for any particular month may be more or less than
the amount of net  investment  income earned by the Fund during such month.  The
Fund's current  accumulated but undistributed net investment  income, if any, is
disclosed in the Statement of Assets,  Liabilities and Capital,  which comprises
part of the financial information included in this report.

YEAR 2000 ISSUES

Many computer  systems were designed  using only two digits to designate  years.
These  systems may not be able to  distinguish  the Year 2000 from the Year 1900
(commonly  known  as the  "Year  2000  Problem").  The Fund  could be  adversely
affected if the  computer  systems used by the Fund's  management  or other Fund
service  providers do not properly  address this problem before January 1, 2000.
The Fund's  management  expects to have  addressed this problem before then, and
does not  anticipate  that the services it provides will be adversely  affected.
The Fund's other service  providers  have told the Fund's  management  that they
also expect to resolve the Year 2000  Problem,  and the Fund's  management  will
continue to monitor the situation as the Year 2000 approaches.  However,  if the
problem has not been fully addressed, the Fund could be negatively affected. The
Year 2000 Problem could also have a negative  impact on the  securities in which
the Fund invests and this could hurt the Fund's investment  returns.

QUALITY PROFILE

The  quality  ratings of  securities  in the Fund as of October 31, 1999 were as
follows:

- --------------------------------------------------------------------------------
                                                                      Percent of
S&P Rating/Moody's Rating                                             Net Assets
- --------------------------------------------------------------------------------
AAA/Aaa ..................................................                 82.4%
AA/Aa ....................................................                  7.8
BBB/Baa ..................................................                  5.4
NR (Not Rated) ...........................................                  0.7
Other+ ...................................................                  2.1
- --------------------------------------------------------------------------------

+     Temporary investments in short-term municipal securities.

OFFICERS AND DIRECTORS

Terry K. Glenn, President and Director
Ronald W. Forbes, Director
Cynthia A. Montgomery, Director
Charles C. Reilly, Director
Kevin A. Ryan, Director
Richard R. West, Director
Arthur Zeikel, Director
Vincent R. Giordano, Senior Vice President
Robert A. DiMella, Vice President
Kenneth A. Jacob, Vice President
Donald C. Burke, Vice President and Treasurer
William E. Zitelli, Secretary

Custodian

The Bank of New York
90 Washington Street
New York, NY 10286

Transfer Agents

Common Stock:
The Bank of New York
101 Barclay Street
New York, NY 10286

Preferred Stock:
The Bank of New York
100 Church Street
New York, NY 10286

NYSE Symbol
MUS


                                    14 & 15
<PAGE>

This report,  including the financial  information herein, is transmitted to the
shareholders of MuniHoldings Insured Fund, Inc. for their information. It is not
a  prospectus,  circular or  representation  intended for use in the purchase of
shares of the Fund or any securities  mentioned in the report.  Past performance
results shown in this report should not be considered a representation of future
performance.  The Fund has the ability to leverage  its Common  Stock by issuing
Preferred  Stock to provide the Common  Stock  shareholders  with a  potentially
higher rate of return.  Leverage  creates  risks for Common Stock  shareholders,
including  the  likelihood  of greater  volatility of net asset value and market
price of shares of the  Common  Stock,  and the risk  that  fluctuations  in the
short-term  dividend rates of the Preferred Stock may affect the yield to Common
Stock shareholders. Statements and other information herein are as dated and are
subject to change.

MuniHoldings Insured Fund, Inc.
Box 9011
Princeton, NJ
08543-9011                                                       #HOLDINS--10/99

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