June 2, 2000
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. 1 to the
Registration Statement on Form N-14
(Securities Act File No. 333-34836 and
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(b)
under the 1933 Act would not have differed from that contained in
Pre-Effective Amendment No. 1 to the Fund's Registration Statement on
Form N-14; and
(2) the text of Pre-Effective Amendment No. 1 to the Fund's Registration
Statement on Form N-14 was filed electronically with the Securities and
Exchange Commission on May 24, 2000.
Very truly yours,
MuniHoldings Insured Fund II, Inc.
By:
/s/ Bradley J. Lucido
-------------------------
Bradley J. Lucido
Secretary
