MUNIHOLDINGS NEW YORK INSURED FUND II, INC.
September 29, 1998
VIA ELECTRONIC FILING
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Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, D.C. 20549
Attention: Division of Investment Management
Re: MuniHoldings New York Insured Fund II, Inc.,
Pre-Effective Amendment No. 2 to
Registration Statement on Form N-2
(Securities Act File No. 333-56719)
(Investment Company Act File No. 811-08813)
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Ladies and Gentlemen:
Pursuant to Rule 497(j) under the Securities Act of 1933, as amended (the
"1933 Act"), MuniHoldings New York Insured Fund II, Inc. (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 September 28,
1998.
Very truly yours,
MUNIHOLDINGS NEW YORK INSURED FUND II, INC.
By: /s/ Alice A. Pellegrino
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Alice A. Pellegrino
Secretary
