MUNIHOLDINGS INSURED FUND II, INC.
MUNIHOLDINGS INSURED FUND III, INC.
MUNIHOLDINGS INSURED FUND IV, INC.
P.O. Box 9011
Princeton, New Jersey 08543-9011
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***IMPORTANT NOTICE REGARDING YOUR INVESTMENT***
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Dear Stockholder:
We are writing to inform you that the Special Meeting of stockholders of the
above-listed funds has been adjourned until July 25, 2000. The proposal being
considered is the approval or disapproval of an Agreement and Plan of
Reorganization among the funds, under which MuniHoldings Insured Fund II, Inc.
("Insured II") will acquire substantially all of the assets of MuniHoldings
Insured Fund III, Inc. and MuniHoldings Insured Fund IV, Inc. solely in
exchange for an equal aggregate value of newly-issued shares of Insured II
Common Stock and shares of a newly-created series of Auction Market Preferred
Stock of Insured II.
Our records indicate that we have not yet received voting instructions for
your account(s). In an effort to avoid any further expenses to the fund, we
are asking you to please take a moment right now to submit your vote. A new
meeting date has been set for July 25, 2000. In order for your vote to be
counted and to avoid further solicitation, we must receive your voting
instructions on or before July 25, 2000.
The Board of Directors of each Fund has carefully reviewed the proposal and,
for the reasons set forth in the proxy statement, unanimously recommends a
vote in favor of the proposal.
For your convenience, we have established three easy and quick methods by
which to register your vote:
[GRAPHIC OMITTED] 1. By Phone: Please call Shareholder Communications
-------- Corporation toll free at 1-800-553-1752.
Representatives are available to take your
vote Monday through Friday between the
hours of 9:00 a.m. and 11:00 p.m. and
Saturday from 12:00 p.m. to 6:00 p.m.
Eastern Time.
[GRAPHIC OMITTED] 2. By Internet: Visit www.proxyvote.com and enter the
----------- 12-digit control number located on your
proxy card.
[GRAPHIC OMITTED] 3. By Mail: Return your executed proxy in the enclosed
------- postage paid envelope, so that it will be
received by July 25, 2000.
If you have any questions regarding the meeting agenda or the execution of
your proxy, please call Shareholder Communications Corporation at
1-800-553-1752.
Thank you for your prompt attention.
