MUNIHOLDINGS INSURED FUND II INC, 497J, 1999-02-24

MUNIHOLDINGS INSURED FUND II INC
497J, 1999-02-24

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                      MUNIHOLDINGS INSURED FUND II, INC.



                                                    February 24, 1999

VIA ELECTRONIC FILING

Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, D.C.  20549

Attention:  Division of Investment Management

                  Re:      MuniHoldings Insured Fund II, Inc.,
                           Pre-Effective Amendment No. 2 to
                           Registration Statement on Form N-2
                           (Securities Act File No. 333-70183)
                           (Investment Company Act File No. 811-09191)

Ladies and Gentlemen:

         Pursuant to Rule 497(j) under the  Securities Act of 1933, as amended
(the "1933  Act"),  MuniHoldings  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 February 23,
                  1999.

                                    Very truly yours,

                                    MUNIHOLDINGS INSURED FUND II, INC.

                                    By:     /s/ Alice A. Pellegrino
                                       -------------------------------
                                            Alice A. Pellegrino
                                            Secretary