Report of Independent Auditors
To the Shareholders and Board of Directors,
MuniHoldings Insured Fund, Inc.
In planning and performing our audit of the financial
statements of MuniHoldings Insured Fund, Inc. for the
period from May 1, 1998 (commencement of operations) to
April 30, 1999, we considered its internal control, including
control activities for safeguarding securities, in order to
determine our auditing procedures for the purpose of
expressing our opinion on the financial statements and to
comply with the requirements of Form N-SAR, and not to
provide assurance on the internal control.
The management of MuniHoldings Insured Fund, Inc. is
responsible for establishing and maintaining internal control.
In fulfilling this responsibility, estimates and judgments by
management are required to assess the expected benefits
and related costs of controls. Generally, controls that are
relevant to an audit pertain to the entity's objective of
preparing financial statements for external purposes that are
fairly presented in conformity with generally accepted
accounting principles. Those controls include the
safeguarding of assets against unauthorized acquisition, use
or disposition.
Because of inherent limitations in internal control, errors or
fraud may occur and not be detected. Also, projection of
any evaluation of internal control to future periods is subject
to the risk that it may become inadequate because of
changes in conditions or that the effectiveness of the design
and operation may deteriorate.
Our consideration of internal control would not necessarily
disclose all matters in internal control that might be material
weaknesses under standards established by the American
Institute of Certified Public Accountants. A material
weakness is a condition in which the design or operation of
one or more of the specific internal control components
does not reduce to a relatively low level the risk that errors
or fraud in amounts that would be material in relation to the
financial statements being audited may occur and not be
detected within a timely period by employees in the normal
course of performing their assigned functions. However,
we noted no matters involving internal control and its
operation, including controls for safeguarding securities,
that we consider to be material weaknesses as defined above
at April 30, 1999.
This report is intended solely for the information and use of
the board of directors and management of MuniHoldings
Insured Fund, Inc. and the Securities and Exchange
Commission and is not intended to be and should not be
used by anyone other than these specified parties.
/s/ Ernst & Young LLP
MetroPark, New Jersey
May 26, 1999
