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: Robert C. Doll, Jr., Chief Executive
Officer, 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: 07/31/05
Date of reporting period: 02/01/05 - 04/30/05
Item 1 - Schedule of Investments
MuniHoldings Fund II, Inc.
Schedule of Investments as of April 30, 2005 (in Thousands)
Face
State Amount Municipal Bonds Value
Alabama - 2.2% $ 3,450 Jefferson County, Alabama, Limited Obligation School Warrants, Series A,
5% due 1/01/2024 $ 3,595
Arizona - 5.1% 1,000 Arizona Health Facilities Authority Revenue Bonds (Catholic Healthcare West),
Series A, 6.625% due 7/01/2020 1,115
1,500 Maricopa County, Arizona, IDA, Education Revenue Bonds (Arizona Charter
Schools Project 1), Series A, 6.50% due 7/01/2012 1,520
2,800 Phoenix, Arizona, IDA, Airport Facility Revenue Refunding Bonds (America
West Airlines Inc. Project), AMT, 6.30% due 4/01/2023 2,100
1,000 Pima County, Arizona, IDA, Education Revenue Bonds (Arizona Charter Schools
Project), Series C, 6.75% due 7/01/2031 1,043
Pima County, Arizona, IDA, M/F Housing Revenue Bonds (Columbus Village),
Series A (f):
585 6% due 10/20/2031 588
770 6.05% due 10/20/2041 774
1,210 Show Low, Arizona, Improvement District No. 5, Special Assessment Bonds,
6.375% due 1/01/2015 1,265
Arkansas - 2.8% University of Arkansas, University Construction Revenue Bonds (UAMS Campus),
Series B (d):
1,000 5% due 11/01/2022 1,072
3,475 5% due 11/01/2034 3,649
California - 29.2% 2,000 Benicia, California, Unified School District, GO, Refunding, Series A,
5.615%** due 8/01/2020 (b) 988
2,565 California Pollution Control Financing Authority, PCR, Refunding, DRIVERS,
AMT, Series 878Z, 7.113% due 12/01/2009 (e) 2,998
California State Department of Water Resources, Power Supply Revenue Bonds,
Series A:
5,000 5.25% due 5/01/2020 5,404
250 5.375% due 5/01/2022 272
2,250 California State, GO, Refunding, 5.375% due 10/01/2027 2,436
5,200 California State Public Works Board, Lease Revenue Bonds (Department of
Corrections), Series C, 5.25% due 6/01/2028 5,509
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 at right.
AMT Alternative Minimum Tax (subject to)
DRIVERS Derivative Inverse Tax-Exempt Receipts
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
MuniHoldings Fund II, Inc.
Schedule of Investments as of April 30, 2005 (concluded) (in Thousands)
Face
State Amount Municipal Bonds Value
California Golden State Tobacco Securitization Corporation of California, Tobacco Settlement
(concluded) Revenue Bonds:
$ 870 Series A-3, 7.875% due 6/01/2042 $ 1,008
2,000 Series B, 5.75% due 6/01/2021 2,138
1,330 Series B, 5.625% due 6/01/2033 1,444
6,030 Los Angeles, California, Unified School District, GO, Series A, 5% due
1/01/2028 (d) 6,335
1,750 Poway, California, Unified School District, Special Tax (Community Facilities
District Number 6 Area), Series A, 6.125% due 9/01/2033 1,844
Sacramento County, California, Sanitation District Financing Authority, Revenue
Refunding Bonds (e):
1,000 RIB, Series 366, 8.462% due 12/01/2027 1,056
2,500 Trust Receipts, Class R, Series A, 8.664% due 12/01/2019 2,643
5,400 San Diego, California, Unified Port District, Revenue Refunding Bonds, AMT,
Series A, 5.25% due 9/01/2019 (d) 5,838
San Marino, California, Unified School District, GO, Series A (d):
1,820 5.50%** due 7/01/2017 1,065
1,945 5.55%** due 7/01/2018 1,077
2,070 5.60%** due 7/01/2019 1,084
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) 5,309
Colorado - 1.2% 1,890 Elk Valley, Colorado, Public Improvement Revenue Bonds (Public Improvement Fee),
Series A, 7.10% due 9/01/2014 2,043
Connecticut - 1.1% 1,715 Bridgeport, Connecticut, Senior Living Facilities Revenue Bonds (3030 Park
Retirement Community Project), 7.25% due 4/01/2035 1,772
Florida - 5.6% 1,700 Ballantrae, Florida, Community Development District, Capital Improvement Revenue
Bonds, 6% due 5/01/2035 1,732
1,000 Broward County, Florida, Airport Exempt Facility Revenue Bonds (Learjet Inc.
Project), AMT, 7.50% due 11/01/2020 1,134
2,450 Midtown Miami, Florida, Community Development District, Special Assessment
Revenue Bonds, Series A, 6.25% due 5/01/2037 2,548
2,400 Orange County, Florida, Health Facilities Authority, Hospital Revenue Bonds
(Orlando Regional Healthcare), 6% due 12/01/2028 2,613
1,275 Preserve at Wilderness Lake, Florida, Community Development District, Capital
Improvement Bonds, Series A, 5.90% due 5/01/2034 1,290
Georgia - 2.5% 1,250 Atlanta, Georgia, Tax Allocation Bonds (Atlantic Station Project), 7.90% due
12/01/2024 1,363
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 1,385
1,250 Milledgeville-Baldwin County, Georgia, Development Authority Revenue Bonds
(Georgia College and State University Foundation), 5.50% due 9/01/2024 1,322
Idaho - 1.2% 2,000 Power County, Idaho, Industrial Development Corporation, Solid Waste Disposal
Revenue Bonds (FMC Corporation Project), AMT, 6.45% due 8/01/2032 2,056
Illinois - 2.4% 1,000 Chicago, Illinois, O'Hare International Airport, Special Facility Revenue
Refunding Bonds (American Airlines Inc. Project), 8.20% due 12/01/2024 905
1,000 Chicago, Illinois, Special Assessment Bonds (Lake Shore East), 6.75% due
12/01/2032 1,038
2,000 Illinois HDA, Homeowner Mortgage Revenue Bonds, AMT, Sub-Series C-2, 5.25% due
8/01/2022 2,069
Louisiana - 0.8% 1,310 Louisiana Public Facilities Authority, Mortgage Revenue Refunding Bonds (Baton
Rouge General Medical Center Project), 5.25% due 7/01/2033 (d)(m) 1,392
Maine - 2.2% 3,455 Maine State Housing Authority, Mortgage Purchase Revenue Refunding Bonds,
Series B, 5.30% due 11/15/2023 3,624
Maryland - 2.5% 1,250 Maryland State Economic Development Corporation, Student Housing Revenue Bonds
(University of Maryland College Park Project), 6.50% due 6/01/2027 1,374
1,050 Maryland State Energy Financing Administration, Limited Obligation Revenue
Bonds (Cogeneration-AES Warrior Run), AMT, 7.40% due 9/01/2019 1,073
1,600 Maryland State Health and Higher Educational Facilities Authority Revenue
Bonds (Calvert Health System), 5.50% due 7/01/2036 1,677
Massachusetts - 3.3% Massachusetts State Development Finance Agency Revenue Bonds (Neville Communities
Home), Series A (f):
600 5.75% due 6/20/2022 676
1,500 6% due 6/20/2044 1,667
1,000 Massachusetts State Development Finance Agency, Revenue Refunding Bonds
(Eastern Nazarene College), 5.625% due 4/01/2029 967
1,085 Massachusetts State, GO (Consolidated Loan of 2005), Series A, 5% due
3/01/2023 (c) 1,160
1,000 Massachusetts State, HFA, Housing Revenue Bonds (Rental Mortgage), AMT,
Series C, 5.625% due 7/01/2040 (a) 1,040
Michigan - 2.6% 200 Detroit, Michigan, Sewer Disposal Revenue Bonds, Senior Lien, VRDN, Series A,
3.05% due 7/01/2033 (c)(j) 200
1,100 Flint, Michigan, Hospital Building Authority, Revenue Refunding Bonds (Hurley
Medical Center), Series A, 6% due 7/01/2020 (k) 1,201
2,500 Michigan State Strategic Fund, Limited Obligation Revenue Refunding Bonds,
DRIVERS, AMT, Series 857Z, 7.712% due 3/01/2010 (e)(i) 2,842
Minnesota - 4.6% 1,680 Minneapolis, Minnesota, Community Development Agency, Supported Development
Revenue Refunding Bonds (Common Bond), Series G-3, 5.35% due 12/01/2021 1,785
Rockford, Minnesota, Independent School District Number 883, GO (c):
2,870 5.60% due 2/01/2019 3,145
2,390 5.60% due 2/01/2020 2,605
Mississippi - 1.8% Mississippi Business Finance Corporation, Mississippi, PCR, Refunding (System
Energy Resources Inc. Project):
2,500 5.875% due 4/01/2022 2,531
500 5.90% due 5/01/2022 507
Missouri - 2.1% Fenton, Missouri, Tax Increment Revenue Refunding and Improvement Bonds
(Gravois Bluffs):
395 6.75% due 10/01/2015 398
1,000 7% due 10/01/2021 1,080
1,000 Kansas City, Missouri, IDA, First Mortgage Health Facilities Revenue Bonds
(Bishop Spencer Place), Series A, 6.50% due 1/01/2035 1,019
1,000 Missouri State Development Finance Board, Infrastructure Facilities Revenue
Refunding Bonds (Branson), Series A, 5.50% due 12/01/2032 1,049
New Jersey - 9.6% New Jersey EDA, Cigarette Tax Revenue Bonds:
4,050 5.75% due 6/15/2029 4,341
1,890 5.50% due 6/15/2031 1,974
New Jersey EDA, Retirement Community Revenue Bonds , Series A:
1,000 (Cedar Crest Village Inc. Facility), 7.25% due 11/15/2031 1,063
2,000 (Seabrook Village Inc.), 8.125% due 11/15/2023 2,224
2,000 New Jersey EDA, Special Facility Revenue Bonds (Continental Airlines Inc.
Project), AMT, 6.625% due 9/15/2012 1,843
2,375 New Jersey Health Care Facilities Financing Authority Revenue Bonds (South
Jersey Hospital), 6% due 7/01/2026 2,542
1,725 Tobacco Settlement Financing Corporation of New Jersey Revenue Bonds, 7% due
6/01/2041 1,864
New Mexico - 2.3% 3,675 Farmington, New Mexico, PCR, Refunding (Public Service Company-San Juan Project),
Series A, 5.80% due 4/01/2022 3,813
New York - 10.4% 1,000 Dutchess County, New York, IDA, Civic Facility Revenue Refunding Bonds
(Saint Francis Hospital), Series A, 7.50% due 3/01/2029 1,035
415 New York City, New York, City IDA, Civic Facility Revenue Bonds, Series C,
6.80% due 6/01/2028 430
825 New York City, New York, City IDA, Special Facility Revenue Bonds (British
Airways PLC Project), AMT, 7.625% due 12/01/2032 865
New York City, New York, Sales Tax Asset Receivable Corporation Revenue Bonds,
Series A (a):
2,635 5.25% due 10/15/2027 2,881
2,000 5% due 10/15/2029 2,121
2,030 New York State Dormitory Authority Revenue Bonds (School Districts Financing
Program), Series D, 5.25% due 10/01/2023 (d) 2,209
New York State Dormitory Authority, Supported Debt Revenue Bonds (Mental
Health Facilities), Series B (d):
865 5.75% due 2/15/2010 (h) 970
85 5.75% due 2/15/2020 93
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:
1,100 Series A-1, 5.50% due 6/01/2015 1,204
2,400 Series A-1, 5.50% due 6/01/2018 2,667
1,100 Series C-1, 5.50% due 6/01/2022 1,200
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 1,599
North Carolina - 2.0% 2,000 North Carolina Eastern Municipal Power Agency, Power System Revenue Bonds,
Series D, 6.75% due 1/01/2026 2,234
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 1,012
Ohio - 6.0% 10,000 Ohio State Air Quality Development Authority, Revenue Refunding Bonds
(Dayton Power & Light Company), Series B, 6.40% due 8/15/2027 (d) 10,027
Oklahoma - 0.6% 1,075 Tulsa, Oklahoma, Municipal Airport Trust Revenue Refunding Bonds (AMR Corporation),
AMT, Series A, 5.375% due 12/01/2035 1,044
Pennsylvania - 4.0% 2,750 Pennsylvania Economic Development Financing Authority, Exempt Facilities Revenue
Bonds (National Gypsum Company), AMT, Series A, 6.25% due 11/01/2027 2,960
540 Philadelphia, Pennsylvania, Authority for IDR, Commercial Development, 7.75%
due 12/01/2017 552
2,630 Sayre, Pennsylvania, Health Care Facilities Authority, Revenue Bonds (Guthrie
Healthcare System), Series B, 7.125% due 12/01/2031 3,107
Rhode Island - 1.5% 2,190 Rhode Island State Health and Educational Building Corporation, Hospital
Financing Revenue Bonds (Lifespan Obligation Group), 6.50% due 8/15/2032 2,422
South Carolina - 2.8% 2,080 Medical University Hospital Authority, South Carolina, Hospital Facilities
Revenue Refunding Bonds, Series A, 6.375% due 8/15/2012 (h) 2,479
2,000 South Carolina Jobs, EDA, Economic Development Revenue Bonds (Westminster
Presbyterian Center), 7.75% due 11/15/2030 2,123
Tennessee - 3.9% 2,200 Hardeman County, Tennessee, Correctional Facilities Corporation Revenue Bonds,
Series B, 7.375% due 8/01/2017 2,271
Shelby County, Tennessee, Health, Educational and Housing Facility Board,
Hospital Revenue Refunding Bonds (Methodist Healthcare):
2,170 6.50% due 9/01/2012 (h) 2,598
1,280 6.50% due 9/01/2026 (l) 1,522
Texas - 11.3% 2,665 Austin, Texas, Convention Center Revenue Bonds (Convention Enterprises Inc.),
First Tier, Series A, 6.70% due 1/01/2028 2,852
Brazos River Authority, Texas, PCR, Refunding:
1,000 (TXU Energy Company LLC Project), Series B, 4.75% due 5/01/2029 1,026
750 (TXU Energy Company LLC Project), AMT, Series C, 6.75% due 10/01/2038 822
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 3,201
1,365 Dallas-Fort Worth, Texas, International Airport Facility, Improvement Corporation
Revenue Bonds (Learjet Inc.), AMT, Series 2001-A-1, 6.15% due 1/01/2016 1,371
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 989
1,300 Houston, Texas, Health Facilities Development Corporation, Retirement Facility
Revenue Bonds (Buckingham Senior Living Community), Series A, 7.125% due 2/15/2034 1,396
2,965 Matagorda County, Texas, Navigation District Number 1, Revenue Refunding Bonds
(Reliant Energy Inc.), Series C, 8% due 5/01/2029 3,271
1,100 Port Corpus Christi, Texas, Individual Development Corporation, Environmental
Facilities Revenue Bonds (Citgo Petroleum Corporation Project), AMT, 8.25%
due 11/01/2031 1,181
2,495 Red River Authority, Texas, PCR, Refunding (Celanese Project), Series A, 6.45%
due 11/01/2030 2,633
Vermont - 0.6% 1,000 Vermont Educational and Health Buildings, Financing Agency Revenue Bonds
(Developmental and Mental Health), Series A, 6.50% due 6/15/2032 1,043
Virginia - 16.0% 425 Chesterfield County, Virginia, IDA, PCR (Virginia Electric and Power Company),
Series A, 5.875% due 6/01/2017 464
575 Chesterfield County, Virginia, IDA, PCR, Refunding (Virginia Electric and
Power Company), Series B, 5.875% due 6/01/2017 627
10,000 Fairfax County, Virginia, EDA, Resource Recovery Revenue Refunding Bonds, AMT,
Series A, 6.10% due 2/01/2011 (a) 11,267
Pocahontas Parkway Association, Virginia, Toll Road Revenue Bonds:
4,310 Senior-Series A, 5.50% due 8/15/2028 4,216
18,400 Senior-Series B, 7.35%** due 8/15/2030 4,049
1,455 Virginia State, HDA, Commonwealth Mortgage Revenue Bonds, Series J,
Sub-Series J-1, 5.20% due 7/01/2019 (d) 1,470
1,095 Virginia State, HDA, Rental Housing Revenue Bonds, AMT, Series B, 5.625%
due 8/01/2011 1,134
3,200 Virginia State, HDA, Revenue Bonds, AMT, Series D, 6% due 4/01/2024 3,385
Washington - 0.6% 1,050 Seattle, Washington, Housing Authority Revenue Bonds (Replacement Housing
Project), 6.125% due 12/01/2032 1,038
Wisconsin - 0.9% 1,360 Wisconsin State Health and Educational Facilities Authority Revenue Bonds
(Synergyhealth Inc.), 6% due 11/15/2032 1,445
Puerto Rico - 2.7% 3,040 Puerto Rico Electric Power Authority, Power Revenue Bonds, Series RR, 5%
due 7/01/2027 (i) 3,237
1,550 Puerto Rico Industrial Medical and Environmental Pollution Control Facilities
Financing Authority, Special Facilities Revenue Bonds (American Airlines Inc.),
Series A, 6.45% due 12/01/2025 1,163
U.S. Virgin Islands - 1.8% 2,680 Virgin Islands Government Refinery Facilities, Revenue Refunding Bonds
(Hovensa Coker Project), AMT, 6.50% due 7/01/2021 3,039
Total Municipal Bonds (Cost - $233,982) - 150.2% 249,115
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 - $233,994*) - 150.2% 249,127
---------
Other Assets Less Liabilities - 2.3% 3,754
---------
Preferred Stock, at Redemption Value - (52.5%) (87,021)
---------
Net Assets Applicable to Common Stock - 100.0% $ 165,860
=========
* The cost and unrealized appreciation (depreciation) of investments
as of April 30, 2005, as computed for federal income tax purposes,
were as follows:
(in Thousands)
Aggregate cost $ 233,994
==============
Gross unrealized appreciation $ 16,108
Gross unrealized depreciation (975)
--------------
Net unrealized appreciation $ 15,133
==============
** Represents a zero coupon bond; the interest rate shown reflects the
effective yield at the time of purchase by the Fund.
(a) AMBAC Insured.
(b) FGIC Insured.
(c) FSA Insured.
(d) MBIA Insured.
(e) The rate disclosed is that currently in effect. This rate changes
periodically and inversely based upon prevailing market rates.
(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 - $4
(h) Prerefunded.
(i) XL Capital Insured.
(j) Security may have a maturity of more than one year at time of issuance,
but has variable rate and demand features that qualify it as a short-term security.
The rate disclosed is that currently in effect. This rate changes periodically
based upon prevailing market rates.
(k) ACA Insured.
(l) Escrowed to maturity.
(m) FHA Insured.
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/ Robert C. Doll, Jr.
-----------------------
Robert C. Doll, Jr.
Chief Executive Officer
MuniHoldings Fund II, Inc.
Date: June 20, 2005
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/ Robert C. Doll, Jr.
-----------------------
Robert C. Doll, Jr.
Chief Executive Officer
MuniHoldings Fund II, Inc.
Date: June 20, 2005
By: /s/ Donald C. Burke
-------------------
Donald C. Burke
Chief Financial Officer
MuniHoldings Fund II, Inc.
Date: June 20, 2005