UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-Q QUARTERLY SCHEDULE OF PORTFOLIO HOLDINGS OF REGISTERED MANAGEMENT INVESTMENT COMPANY Investment Company Act file number 811-8215 Name of Fund: MuniHoldings Fund II, Inc. Fund Address: P.O. Box 9011 Princeton, NJ 08543-9011 Name and address of agent for service: Terry K. Glenn, President, MuniHoldings Fund II, Inc., 800 Scudders Mill Road, Plainsboro, NJ, 08536. Mailing address: P.O. Box 9011, Princeton, NJ, 08543-9011 Registrant's telephone number, including area code: (609) 282-2800 Date of fiscal year end: 07/31/04 Date of reporting period: 08/01/04 - 10/31/04 Item 1 - Schedule of Investments MuniHoldings Fund II, Inc. Schedule of Investments as of October 31, 2004 (in Thousands) S&P Moody's Face State Ratings Ratings Amount Municipal Bonds Value Alabama - 2.7% AAA Aaa $ 4,000 Jefferson County, Alabama, Sewer Revenue Bonds, Series D, 5.70% due 2/01/2007(b)(h) $ 4,360 Arizona - 4.3% BBB+ Baa1 1,000 Arizona Health Facilities Authority Revenue Bonds (Catholic Healthcare West), Series A, 6.625% due 7/01/2020 1,106 NR* Caa2 2,800 Phoenix, Arizona, IDA, Airport Facility Revenue Refunding Bonds (America West Airlines Inc. Project), AMT, 6.30% due 4/01/2023 2,064 NR* Baa3 1,000 Pima County, Arizona, IDA, Education Revenue Bonds (Arizona Charter Schools Project), Series C, 6.75% due 7/01/2031 1,035 Pima County, Arizona, IDA, M/F Housing Revenue Bonds (Columbus Village), Series A (f): AAA NR* 585 6.00% due 10/20/2031 589 AAA NR* 770 6.05% due 10/20/2041 775 NR* NR* 1,325 Show Low, Arizona, Improvement District No. 5, Special Assessment Bonds, 6.375% due 1/01/2015 1,391 Arkansas - 0.7% NR* Aaa 1,000 University of Arkansas, University Construction Revenue Bonds (UAMS Campus), Series B, 5% due 11/1/2022(d) 1,062 California - 26.0% AAA Aaa 2,000 Benicia, California, Unified School District, GO, Refunding, Series A, 5.615%** due 8/01/2020(b) 957 BBB+ A2 5,000 California State Department of Water Resources, Power Supply Revenue Bonds, Series A, 5.25% due 5/1/2020 5,405 A A3 2,250 California State, GO, Refunding, 5.375% due 10/01/2027 2,396 A- Baa1 5,200 California State Public Works Board, Lease Revenue Bonds (Department of Corrections), Series C, 5.25% due 6/01/2028 5,423 Portfolio Abbreviations To simplify the listings of MuniHoldings Fund II, Inc.'s portfolio holdings in the Schedule of Investments, we have abbreviated the names of many of the securities according to the list below. AMT Alternative Minimum Tax (subject to) EDA Economic Development Authority GO General Obligation Bonds HDA Housing Development Authority HFA Housing Finance Agency IDA Industrial Development Authority IDR Industrial Development Revenue Bonds M/F Multi-Family PCR Pollution Control Revenue Bonds RIB Residual Interest Bonds VRDN Variable Rate Demand Notes Schedule of Investments as of October 31, 2004 (concluded) (in Thousands) S&P Moody's Face State Ratings Ratings Amount Municipal Bonds Value California Golden State Tobacco Securitization Corporation of (concluded) California, Tobacco Settlement Revenue Bonds: BBB Baa3 $ 870 Series A-3, 7.875% due 6/01/2042 $ 938 A- Baa1 2,000 Series B, 5.75% due 6/01/2021 2,122 A- Baa1 1,330 Series B, 5.625% due 6/01/2033 1,425 AAA Aaa 3,330 Los Angeles, California, Unified School District, GO, Series A, 5% due 1/01/2028(d) 3,446 NR* NR* 1,750 Poway, California, Unified School District, Special Tax (Community Facilities District Number 6 Area), Series A, 6.125% due 9/01/2033 1,833 Sacramento County, California, Sanitation District Financing Authority, Revenue Refunding Bonds (e): AA Aa3 1,000 RIB, Series 366, 9.692% due 12/01/2027 1,101 AA Aa3 2,500 Trust Receipts, Class R, Series A, 9.885% due 12/01/2019 2,771 AAA Aaa 5,400 San Diego, California, Unified Port District, Revenue Refunding Bonds, AMT, Series A, 5.25% due 9/01/2019 (d) 5,876 San Marino, California, Unified School District, GO, ` Series A (d): AAA Aaa 1,820 5.50%** due 7/01/2017 1,043 AAA Aaa 1,945 5.55%** due 7/01/2018 1,053 AAA Aaa 2,070 5.60%** due 7/01/2019 1,058 AAA Aaa 5,000 Tracy, California, Area Public Facilities Financing Agency, Special Tax Refunding Bonds (Community Facilities District Number 87-1), Series H, 5.875% due 10/01/2019(d) 5,453 Colorado - 2.7% NR* NR* 1,890 Elk Valley, Colorado, Public Improvement Revenue Bonds (Public Improvement Fee), Series A, 7.10% due 9/01/2014 1,979 A-1+ VMIG-1+ 2,400 Moffat County, Colorado, PCR, Refunding (Pacificorp Projects), VRDN, 1.74% due 5/01/2013(a)(j) 2,400 Florida - 6.4% NR* NR* 1,700 Ballantrae, Florida, Community Development District, Capital Improvement Revenue Bonds, 6% due 5/1/2035 1,721 BBB- Baa3 1,000 Broward County, Florida, Airport Exempt Facility Revenue Bonds (Learjet Inc. Project), AMT, 7.50% due 11/1/2020 1,108 AA- A3 1,025 Broward County, Florida, Resource Recovery Revenue Refunding Bonds (Wheelabrator South Broward), Series A, 5.375% due 12/01/2009 1,123 NR* NR* 2,450 Midtown Miami, Florida, Community Development District, Special Assessment Revenue Bonds, Series A, 6.25% due 5/01/2037 2,536 A A2 2,400 Orange County, Florida, Health Facilities Authority, Hospital Revenue Bonds (Orlando Regional Healthcare), 6% due 12/01/2028 2,583 NR* NR* 1,300 Preserve at Wilderness Lake, Florida, Community Development District, Capital Improvement Bonds, Series A, 5.90% due 5/01/2034 1,306 Georgia - 2.4% NR* NR* 1,250 Atlanta, Georgia, Tax Allocation Revenue Bonds (Atlantic Station Project), 7.90% due 12/01/2024 1,356 NR* NR* 1,315 Brunswick & Glynn County, Georgia, Development Authority, First Mortgage Revenue Bonds (Coastal Community Retirement Corporation Project), Series A, 7.25% due 1/01/2035 1,304 BBB NR* 1,250 Milledgeville-Baldwin County, Georgia, Development Authority Revenue Bonds (Georgia College and State University Foundation), 5.50% due 9/01/2024 1,309 Idaho - 1.2% BB+ Ba3 2,000 Power County, Idaho, Industrial Development Corporation, Solid Waste Disposal Revenue Bonds (FMC Corporation Project), AMT, 6.45% due 8/01/2032 2,050 Illinois - 2.4% CCC Caa2 1,000 Chicago, Illinois, O'Hare International Airport, Special Facility Revenue Refunding Bonds (American Airlines Inc. Project), 8.20% due 12/01/2024 730 NR* NR* 1,000 Chicago, Illinois, Special Assessment Bonds (Lake Shore East), 6.75% due 12/01/2032 1,037 AA Aa2 2,000 Illinois HDA, Homeowner Mortgage Revenue Bonds, AMT, Sub-Series C-2, 5.25% due 8/01/2022 2,083 Kentucky - 1.4% NR* NR* 1,165 Kenton County, Kentucky, Airport Board, Special Facilities Revenue Bonds (Mesaba Aviation Inc. Project), AMT, Series A, 6.625% due 7/01/2019 973 NR* NR* 1,200 Kentucky Economic Development Finance Authority, Health System Revenue Bonds (Norton Healthcare Inc.), Series A, 6.50% due 10/01/2020 1,303 Maine - 2.2% AA+ Aa1 3,455 Maine State Housing Authority, Mortgage Purchase Revenue Refunding Bonds, Series B, 5.30% due 11/15/2023 3,646 Maryland - 2.5% NR* Baa3 1,250 Maryland State Economic Development Corporation, Student Housing Revenue Bonds (University of Maryland College Park Project), 6.50% due 6/01/2027 1,364 NR* NR* 1,050 Maryland State Energy Financing Administration, Limited Obligation Revenue Bonds (Cogeneration-AES Warrior Run), AMT, 7.40% due 9/01/2019 1,075 NR* A2 1,600 Maryland State Health and Higher Educational Facilities Authority Revenue Bonds (Calvert Health System), 5.50% due 7/01/2036 1,663 Massachusetts - Massachusetts State Development Finance Agency Revenue 2.6% Bonds (Neville Communities Home),Series A (f): AAA NR* 600 5.75% due 6/20/2022 672 AAA NR* 1,500 6.00% due 6/20/2044 1,653 BB+ NR* 1,000 Massachusetts State Development Finance Agency, Revenue Refunding Bonds (Eastern Nazarene College), 5.625% due 4/01/2029 861 AAA Aaa 1,000 Massachusetts State, HFA, Housing Revenue Bonds (Rental Mortgage), AMT, Series C, 5.625% due 7/01/2040(a) 1,034 Michigan - 5.1% A NR* 1,100 Flint, Michigan, Hospital Building Authority, Revenue Refunding Bonds (Hurley Medical Center), Series A, 6% due 7/01/2020 1,207 B Ba3 2,000 Michigan State Hospital Finance Authority, Revenue Refunding Bonds (Detroit Medical Center Obligation Group), Series A, 6.50% due 8/15/2018 1,882 AAA Aaa 5,000 Michigan State Strategic Fund, Limited Obligation Revenue Refunding Bonds (Detroit Edison Company Project), AMT, Series C, 5.65% due 9/01/2029(i) 5,286 Minnesota - A- NR* 1,680 Minneapolis, Minnesota, Community Development 4.7% Agency, Supported Development Revenue Refunding Bonds (Common Bond), Series G-3, 5.35% due 12/01/2021 1,776 Rockford, Minnesota, Independent School District Number 883, GO (c): AAA Aaa 2,870 5.60% due 2/01/2019 3,198 AAA Aaa 2,390 5.60% due 2/01/2020 2,651 Mississippi - 1.8% Mississippi Business Finance Corporation, Mississippi, PCR, Refunding (System Energy Resources Inc. Project): BBB- Ba1 2,500 5.875% due 4/01/2022 2,508 BBB- Ba1 500 5.90% due 5/01/2022 505 Missouri - 2.4% Fenton, Missouri, Tax Increment Revenue Refunding and Improvement Bonds (Gravois Bluffs): NR* NR* 730 6.75% due 10/01/2015 768 NR* NR* 1,000 7.00% due 10/01/2021 1,082 NR* NR* 1,000 Kansas City, Missouri, IDA, First Mortgage Health Facilities Revenue Bonds (Bishop Spencer Place), Series A, 6.50% due 1/01/2035 1,018 BBB+ Baa1 1,000 Missouri State Development Finance Board, Infrastructure Facilities Revenue Refunding Bonds (Branson), Series A, 5.50% due 12/01/2032 1,033 New Jersey - 9.4% New Jersey EDA, Cigarette Tax Revenue Bonds: BBB Baa2 4,050 5.75% due 6/15/2029 4,153 BBB Baa2 1,890 5.50% due 6/15/2031 1,901 New Jersey EDA, Retirement Community Revenue Bonds, Series A: NR* NR* 1,000 (Cedar Crest Village Inc. Facility), 7.25% due 11/15/2031 1,024 NR* NR* 2,000 (Seabrook Village Inc.), 8.125% due 11/15/2023 2,160 B Caa2 2,000 New Jersey EDA, Special Facility Revenue Bonds (Continental Airlines Inc. Project), AMT, 6.625% due 9/15/2012 1,772 NR* Baa1 2,375 New Jersey Health Care Facilities Financing Authority Revenue Bonds (South Jersey Hospital), 6% due 7/1/2026 2,515 BBB Baa3 1,725 Tobacco Settlement Financing Corporation of New Jersey Revenue Bonds, 7% due 6/01/2041 1,723 New Mexico - 2.3% BBB- Baa2 3,675 Farmington, New Mexico, PCR, Refunding (Public Service Company-San Juan Project), Series A, 5.80% due 4/01/2022 3,720 New York - 15.0% NR* NR* 1,000 Dutchess County, New York, IDA, Civic Facility Revenue Refunding Bonds (Saint Francis Hospital), Series A, 7.50% due 3/01/2029 993 NR* NR* 415 New York City, New York, City IDA, Civic Facility Revenue Bonds, Series C, 6.80% due 6/01/2028 430 BB- Ba2 825 New York City, New York, City IDA, Special Facility Revenue Bonds (British Airways PLC Project), AMT, 820 7.625% due 12/01/2032 New York City, New York, Sales Tax Asset Receivable Corporation Revenue Bonds, Series A (a): AAA Aaa 3,000 5.25% due 10/15/2027 3,224 AAA Aaa 2,000 5.00% due 10/15/2029 2,073 New York State Dormitory Authority Revenue Bonds (d): AAA A3 2,550 (Mental Health Services), Series B, 5.75% due 2/15/2010(h) 2,913 AAA A3 950 (Mental Health Services), Series B, 5.75% due 2/15/2020 1,062 AAA Aaa 2,030 (School Districts Financing Program), Series D, 5.25% due 10/01/2023 2,182 AA Aaa 1,785 New York State Dormitory Authority, State Personal Income Tax Education Revenue Bonds, Series A, 5% due 3/15/2020(d) 1,915 NR* NR* 55 Suffolk County, New York, IDA, Civic Facility Revenue Bonds (Special Needs Facilities Pooled Program), Series D-1, 5.50% due 7/01/2007 56 Tobacco Settlement Financing Corporation of New York Revenue Bonds: AA- A3 1,100 Series A-1, 5.50% due 6/01/2015 1,199 AA- A3 2,400 Series A-1, 5.50% due 6/01/2018 2,640 AAA Aaa 2,000 Series A-1, 5.25% due 6/01/2022(a) 2,153 AA- A3 1,100 Series C-1, 5.50% due 6/01/2022 1,196 NR* NR* 1,575 Westchester County, New York, IDA, Continuing Care Retirement, Mortgage Revenue Bonds (Kendal on Hudson Project), Series A, 6.50% due 1/01/2034 1,604 North Carolina - BBB Baa2 2,000 North Carolina Eastern Municipal Power Agency, Power 2.0% System Revenue Bonds, Series D, 6.75% due 1/1/2026 2,227 NR* Baa1 1,000 North Carolina Medical Care Commission, Health Care Housing Revenue Bonds (The ARC of North Carolina Projects), Series A, 5.80% due 10/01/2034 1,013 Ohio - 6.2% AAA Aaa 10,000 Ohio State Air Quality Development Authority Revenue Refunding Bonds (Dayton Power & Light Company), Series B, 6.40% due 8/15/2027(d) 10,036 Oklahoma - 0.9% Tulsa, Oklahoma, Municipal Airport Trust Revenue Refunding Bonds (AMR Corporation), AMT, Series A: B- Caa2 1,075 5.375% due 12/01/2035 1,025 B- Caa2 430 5.80% due 6/01/2035 429 Pennsylvania - NR* NR* 2,750 Pennsylvania Economic Development Financing Authority, 4.0% Exempt Facilities Revenue Bonds (National Gypsum Company), AMT, Series A, 6.25% due 11/01/2027 2,877 NR* NR* 540 Philadelphia, Pennsylvania, Authority for IDR, Commercial Development, 7.75% due 12/01/2017 552 A- NR* 2,630 Sayre, Pennsylvania, Health Care Facilities Authority Revenue Bonds (Guthrie Health Issue), Series B, 7.125% due 12/01/2031 3,090 Rhode Island - BBB Baa2 2,190 Rhode Island State Health and Educational Building 1.4% Corporation, Hospital Financing Revenue Bonds (Lifespan Obligation Group), 6.50% due 8/15/2032 2,329 South Carolina - BBB+ Baa2 2,080 Medical University, South Carolina, Hospital Authority, 2.7% Hospital Facilities Revenue Refunding Bonds, Series A, 6.375% due 8/15/2027 2,208 BBB- NR* 2,000 South Carolina Jobs, EDA, Economic Development Revenue Bonds (Westminster Presbyterian Center), 7.75% due 11/15/2030 2,133 Tennessee - 4.0% NR* NR* 2,200 Hardeman County, Tennessee, Correctional Facilities Corporation Revenue Bonds, Series B, 7.375% due 8/1/2017 2,276 Shelby County, Tennessee, Health, Educational and Housing Facility Board, Hospital Revenue Refunding Bonds (Methodist Healthcare): A- A3 2,170 6.50% due 9/01/2012(h) 2,647 A- A3 1,280 6.50% due 9/01/2026(k) 1,549 Texas - 14.0% BBB- Baa3 2,665 Austin, Texas, Convention Center Revenue Bonds (Convention Enterprises Inc.), First Tier, Series A, 6.70% due 1/01/2028 2,833 Brazos River Authority, Texas, PCR, Refunding (TXU Energy Company LLC Project): BBB Baa2 750 AMT, Series C, 6.75% due 10/01/2038 800 BBB- Baa2 1,000 Series B, 4.75% due 5/01/2029 1,032 A A3 2,875 Brazos River, Texas, Harbor Navigation District, Brazoria County Environmental Revenue Refunding Bonds (Dow Chemical Company Project), AMT, Series A-7, 6.625% due 5/15/2033 3,177 BBB- Baa3 1,965 Dallas-Fort Worth, Texas, International Airport Facility, Improvement Corporation Revenue Bonds (Learjet Inc.), AMT, Series 2001-A-1, 6.15% due 1/01/2016 1,965 CCC Caa2 1,000 Dallas-Fort Worth, Texas, International Airport Facility, Improvement Corporation Revenue Refunding Bonds (American Airlines), AMT, Series B, 6.05% due 5/01/2029 931 A-1+ VMIG-1+ 3,900 Harris County, Texas, Health Facilities Development Corporation, Hospital Revenue Bonds (Texas Children's Hospital), VRDN, Series B-1, 1.75% due 10/01/2029(d)(j) 3,900 NR* NR* 1,300 Houston, Texas, Health Facilities Development Corporation, Retirement Facility Revenue Bonds (Buckingham Senior Living Community), Series A, 7.125% due 2/15/2034 1,346 BBB- Ba2 2,965 Matagorda County, Texas, Navigation District Number 1 Revenue Refunding Bonds (Reliant Energy Inc.), Series C, 8% due 5/01/2029 3,292 BB Ba2 1,100 Port Corpus Christi, Texas, Individual Development Corporation, Environmental Facilities Revenue Bonds (Citgo Petroleum Corporation Project), AMT, 8.25% due 11/01/2031 1,176 B- Ba3 2,495 Red River Authority, Texas, PCR, Refunding (Celanese Project), Series A, 6.45% due 11/01/2030 2,416 Vermont - 0.6% BBB+ NR* 1,000 Vermont Educational and Health Buildings, Financing Agency Revenue Bonds (Developmental and Mental Health), Series A, 6.50% due 6/15/2032 1,034 Virginia - 16.7% Chesterfield County, Virginia, IDA, PCR (Virginia Electric and Power Company): BBB+ A3 425 Series A, 5.875% due 6/01/2017 470 BBB+ A3 575 Series B, 5.875% due 6/01/2017 636 AAA Aaa 10,000 Fairfax County, Virginia, EDA, Resource Recovery Revenue Refunding Bonds, AMT, Series A, 6.10% due 2/01/2011(a) 11,446 Pocahontas Parkway Association, Virginia, Toll Road Revenue Bonds: NR* B1 6,200 First Tier, Sub-Series C, 6.25%** due 8/15/2030 772 BB Ba2 4,310 Senior Series A, 5.50% due 8/15/2028 3,912 BB Ba2 18,400 Senior-Series B, 7.35%** due 8/15/2030 3,362 AAA Aaa 1,925 Virginia State, HDA, Commonwealth Mortgage Revenue Bonds, Series J, Sub-Series J-1, 5.20% due 7/01/2019(d) 1,999 AA+ Aa1 1,095 Virginia State, HDA, Rental Housing Revenue Bonds, AMT, Series B, 5.625% due 8/01/2011 1,167 AA+ Aa1 3,200 Virginia State, HDA, Revenue Bonds, AMT, Series D, 6% due 4/01/2024 3,407 Washington - 0.6% NR* NR* 1,065 Seattle, Washington, Housing Authority Revenue Bonds (Replacement Housing Project), 6.125% due 12/1/2032 1,054 Wisconsin - 1.4% A-1+ Aaa 800 Wisconsin State Health and Educational Facilities Authority Revenue Bonds (Gundersen Clinic, Ltd. & Lutheran Hospital-La Crosse), VRDN, Series A, 1.74% due 12/01/2015(c)(j) 800 BBB+ NR* 1,360 Wisconsin State Health and Educational Facilities Authority Revenue Bonds (Synergyhealth Inc.), 6% due 11/15/2032 1,431 Virgin Islands - BBB- Baa3 3,600 Virgin Islands Government Refinery Facilities, Revenue 2.4% Refunding Bonds (Hovensa Coker Project), AMT, 6.50% due 7/01/2021 3,933 Total Municipal Bonds (Cost - $240,410) - 155.1% 252,575 Shares Held Short-Term Securities 12 Merrill Lynch Institutional Tax-Exempt Fund (g) 12 Total Short-Term Securities (Cost - $12) - 0.0% 12 Total Investments (Cost - $240,422***) - 155.1% 252,587 Liabilities in Excess of Other Assets - (1.6%) (2,701) Preferred Stock, at Redemption Value - (53.5%) (87,058) ----------- Net Assets Applicable to Common Stock - 100.0% $ 162,828 =========== *Not Rated. **Represents a zero coupon bond; the interest rate shown reflects the effective yield at the time of purchase by the Fund. ***The cost and unrealized appreciation/depreciation of investments as of October 31, 2004, as computed for federal income tax purposes, were as follows: (in Thousands) Aggregate cost $ 240,422 =========== Gross unrealized appreciation $ 14,110 Gross unrealized depreciation (1,945) ----------- Net unrealized appreciation $ 12,165 =========== +Highest short-term rating by Moody's Investors Service, Inc. (a)AMBAC Insured. (b)FGIC Insured. (c)FSA Insured. (d)MBIA Insured. (e)The interest rate is subject to change periodically and inversely based upon prevailing market rates. The interest rate shown is the rate in effect at October 31, 2004. (f)GNMA Collateralized. (g)Investments in companies considered to be an affiliate of the Fund (such companies are defined as "Affiliated Companies" in Section 2(a)(3) of the Investment Company Act of 1940) were as follows: (in Thousands) Net Dividend Affiliate Activity Income Merrill Lynch Institutional Tax-Exempt Fund - $ 3 (h)Prerefunded. (i)XL Capital Insured. (j)The interest rate is subject to change periodically based upon prevailing market rates. The interest rate shown is the rate in effect at October 31, 2004 (k)Escrowed to Maturity. Item 2 - Controls and Procedures 2(a) - The registrant's certifying officers have reasonably designed such disclosure controls and procedures to ensure material information relating to the registrant is made known to us by others particularly during the period in which this report is being prepared. The registrant's certifying officers have determined that the registrant's disclosure controls and procedures are effective based on our evaluation of these controls and procedures as of a date within 90 days prior to the filing date of this report. 2(b) - There were no changes in the registrant's internal control over financial reporting (as defined in Rule 30a-3(d) under the Act (17 CFR 270.30a-3(d)) that occurred during the last fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting. Item 3 - Exhibits Certifications - Attached hereto Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. MuniHoldings Fund II, Inc. By: /s/ Terry K. Glenn________ Terry K. Glenn, President MuniHoldings Fund II, Inc. Date: December 20, 2004 Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. By: /s/ Terry K. Glenn________ Terry K. Glenn President MuniHoldings Fund II, Inc. Date: December 20, 2004 By: /s/ Donald C. Burke________ Donald C. Burke Chief Financial Officer MuniHoldings Fund II, Inc. Date: December 20, 2004