Shareholders and Board of Directors
MuniHoldings Michigan Insured Fund II, Inc.
In planning and performing our audit of the financial statements of
MuniHoldings Michigan Insured Fund II, Inc. for the year ended
July 31, 2000, 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, not to provide assurance on internal control.
The management of MuniHoldings Michigan Insured Fund II, 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 accounting principles generally accepted in the
United States. Those controls include the safeguarding of assets
against unauthorized acquisition, use, or disposition.
Because of inherent limitations in internal control, error 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 misstatements caused by error 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 as of July 31, 2000.
This report is intended solely for the information and use of the
Board of Directors and management of MuniHoldings Michigan
Insured Fund II, 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
August 28, 2000
