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: 07/31/06
Date of reporting period: 08/01/05 - 10/31/05
Item 1 - Schedule of Investments
MuniHoldings Fund II, Inc.
Schedule of Investments as of October 31, 2005 (In Thousands)
Face
State Amount Municipal Bonds Value
Alabama - 2.6% $ 3,450 Jefferson County, Alabama, Limited Obligation School Warrants, Series A,
5% due 1/01/2024 $ 3,524
700 Sylacauga, Alabama, Health Care Authority Revenue Bonds (Coosa Valley Medical
Center), Series A, 6% due 8/01/2025 709
Arizona - 4.3% 1,000 Arizona Health Facilities Authority Revenue Bonds (Catholic Healthcare West),
Series A, 6.625% due 7/01/2020 1,117
1,500 Maricopa County, Arizona, IDA, Education Revenue Bonds (Arizona Charter Schools
Project 1), Series A, 6.50% due 7/01/2012 1,524
2,800 Phoenix, Arizona, IDA, Airport Facility, Revenue Refunding Bonds (America West
Airlines Inc. Project), AMT, 6.30% due 4/01/2023 2,059
1,000 Pima County, Arizona, IDA, Education Revenue Bonds (Arizona Charter Schools Project),
Series C, 6.75% due 7/01/2031 1,045
1,210 Show Low, Arizona, Improvement District Number 5, Special Assessment Bonds, 6.375%
due 1/01/2015 1,252
Arkansas - 0.7% 1,000 University of Arkansas, University Construction Revenue Bonds (UAMS Campus), Series B,
5% due 11/01/2022 (d) 1,050
California - 30.1% 2,000 Benicia, California, Unified School District, GO, Refunding, Series A, 5.615%** due
8/01/2020 (b) 1,002
2,565 California Pollution Control Financing Authority, PCR, Refunding, DRIVERS, AMT,
Series 878Z, 7.667% due 12/01/2009 (d)(e) 2,884
California State Department of Water Resources, Power Supply Revenue Bonds, Series A:
5,000 5.25% due 5/01/2020 5,330
250 5.375% due 5/01/2022 269
California State, GO, Refunding:
1,835 5.375% due 10/01/2010 (h) 1,994
415 5.375% due 10/01/2027 440
5,200 California State Public Works Board, Lease Revenue Bonds (Department of Corrections),
Series C, 5.25% due 6/01/2028 5,426
1,000 East Side Union High School District, California, Santa Clara County, GO (Election
of 2002), Series D, 5% due 8/01/2020 (i) 1,052
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)
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
PCR Pollution Control Revenue Bonds
S/F Single-Family
VRDN Variable Rate Demand Notes
MuniHoldings Fund II, Inc.
Schedule of Investments as of October 31, 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 $ 1,062
1,330 Series B, 5.625% due 6/01/2013 (h) 1,491
6,030 Los Angeles, California, Unified School District, GO, Series A, 5% due
1/01/2028 (d) 6,252
1,750 Poway, California, Unified School District, Special Tax (Community Facilities
District Number 6 Area), Series A, 6.125% due 9/01/2033 1,815
5,000 Sacramento County, California, Sanitation District Financing Authority, Revenue
Refunding Bonds, Series A, 6% due 12/01/2019 5,061
5,400 San Diego, California, Unified Port District, Revenue Refunding Bonds, AMT, Series A,
5.25% due 9/01/2019 (d) 5,728
San Marino, California, Unified School District, GO, Series A (d):
1,820 5.50%** due 7/01/2017 1,072
1,945 5.55%** due 7/01/2018 1,087
2,070 5.60%** due 7/01/2019 1,099
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) 5,218
2,440 William S. Hart Union High School District, California, Capital Appreciation, GO
(Election of 2001), Series B, 4.70%** due 9/01/2023 (c) 1,016
Colorado - 1.2% 1,845 Elk Valley, Colorado, Public Improvement Revenue Bonds (Public Improvement Fee),
Series A, 7.10% due 9/01/2014 1,974
Connecticut - 0.9% 1,715 Bridgeport, Connecticut, Senior Living Facilities Revenue Bonds (3030 Park Retirement
Community Project), 7.25% due 4/01/2035 1,441
Florida - 5.9% 1,665 Ballantrae, Florida, Community Development District, Capital Improvement Revenue
Bonds, 6% due 5/01/2035 1,720
1,000 Broward County, Florida, Airport Exempt Facility Revenue Bonds (Learjet Inc. Project),
AMT, 7.50% due 11/01/2020 1,129
1,765 Miami-Dade County, Florida, Subordinate Special Obligation Revenue Bonds, Series A,
5.24%** due 10/01/2037 (d) 328
2,450 Midtown Miami, Florida, Community Development District, Special Assessment Revenue
Bonds, Series A, 6.25% due 5/01/2037 2,587
2,400 Orange County, Florida, Health Facilities Authority, Hospital Revenue Bonds (Orlando
Regional Healthcare), 6% due 12/01/2028 2,574
1,275 Preserve at Wilderness Lake, Florida, Community Development District, Capital
Improvement Bonds, Series A, 5.90% due 5/01/2034 1,300
Georgia - 3.6% 1,250 Atlanta, Georgia, Tax Allocation Bonds (Atlantic Station Project), 7.90% due
12/01/2024 1,348
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 1,375
1,945 Fulton County, Georgia, Development Authority, PCR (General Motors Corporation),
Refunding, VRDN, 6.75% due 4/01/2010 (j) 1,945
1,250 Milledgeville-Baldwin County, Georgia, Development Authority Revenue Bonds (Georgia
College and State University Foundation), 5.50% due 9/01/2024 1,304
Idaho - 1.3% 2,000 Power County, Idaho, Industrial Development Corporation, Solid Waste Disposal
Revenue Bonds (FMC Corporation Project), AMT, 6.45% due 8/01/2032 2,095
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 846
1,000 Chicago, Illinois, Special Assessment Bonds (Lake Shore East), 6.75% due 12/01/2032 1,082
2,000 Illinois HDA, Homeowner Mortgage Revenue Bonds, AMT, Sub-Series C-2, 5.25% due
8/01/2022 2,049
Louisiana - 2.4% 2,500 Louisiana Public Facilities Authority, Hospital Revenue Bonds (Franciscan Missionaries
of Our Lady Health System, Inc.), Series A, 5.25% due 8/15/2036 2,541
1,275 New Orleans, Louisiana, Financing Authority Revenue Bonds (Xavier University of
Louisiana Project), 5.30% due 6/01/2026 (d) 1,327
Maine - 2.2% 3,455 Maine State Housing Authority, Mortgage Purchase Revenue Refunding Bonds, Series B,
5.30% due 11/15/2023 3,580
Maryland - 1.7% 1,250 Maryland State Economic Development Corporation, Student Housing Revenue Bonds
(University of Maryland College Park Project), 6.50% due 6/01/2027 1,373
1,050 Maryland State Energy Financing Administration, Limited Obligation Revenue Bonds
(Cogeneration-AES Warrior Run), AMT, 7.40% due 9/01/2019 1,065
350 Prince Georges County, Maryland, Special Obligation Bonds (National Harbor Project),
5.20% due 7/01/2034 350
Massachusetts - 4.6% 1,000 Massachusetts Bay Transportation Authority, Special Assessment Revenue Bonds,
Series A, 5% due 7/01/2034 1,029
Massachusetts State Development Finance Agency Revenue Bonds (Neville Communities
Home), Series A (f):
600 5.75% due 6/20/2022 663
1,500 6% due 6/20/2044 1,639
1,000 Massachusetts State, HFA, Housing Revenue Bonds (Rental Mortgage), AMT, Series C,
5.625% due 7/01/2040 (a) 1,028
3,115 Massachusetts State School Building Authority, Dedicated Sales Tax Revenue Bonds,
Series A, 5% due 8/15/2030 (c) 3,219
Michigan - 2.4% 1,100 Flint, Michigan, Hospital Building Authority Revenue Refunding Bonds (Hurley Medical
Center), Series A, 6% due 7/01/2020 (k) 1,190
2,500 Michigan State Strategic Fund, Limited Obligation Revenue Refunding Bonds, DRIVERS,
AMT, Series 857Z, 8.257% due 3/01/2010 (e)(i) 2,765
Minnesota - 7.3% 1,680 Minneapolis, Minnesota, Community Development Agency, Supported Development Revenue
Refunding Bonds (Common Bond), Series G-3, 5.35% due 12/01/2021 1,754
4,220 Minnesota State Municipal Power Agency, Electric Revenue Bonds, 5.25% due 10/01/2021 4,495
Rockford, Minnesota, Independent School District Number 883, GO (c):
2,870 5.60% due 2/01/2019 3,081
2,390 5.60% due 2/01/2020 2,565
Mississippi - 1.6% Mississippi Business Finance Corporation, Mississippi, PCR, Refunding (System Energy
Resources Inc. Project):
2,000 5.875% due 4/01/2022 2,037
500 5.90% due 5/01/2022 509
Missouri - 2.1% Fenton, Missouri, Tax Increment Revenue Refunding and Improvement Bonds (Gravois
Bluffs):
215 6.75% due 10/01/2015 216
1,000 7% due 10/01/2021 1,069
1,000 Kansas City, Missouri, IDA, First Mortgage Health Facilities Revenue Bonds (Bishop
Spencer Place), Series A, 6.50% due 1/01/2035 1,044
1,000 Missouri State Development Finance Board, Infrastructure Facilities Revenue
Refunding Bonds (Branson), Series A, 5.50% due 12/01/2032 1,027
New Jersey - 11.3% New Jersey EDA, Cigarette Tax Revenue Bonds:
4,050 5.75% due 6/15/2029 4,255
1,890 5.50% due 6/15/2031 1,943
New Jersey EDA, Retirement Community Revenue Bonds, Series A:
1,000 (Cedar Crest Village Inc. Facility), 7.25% due 11/15/2031 1,081
2,000 (Seabrook Village Inc.), 8.125% due 11/15/2023 2,263
2,000 New Jersey EDA, Special Facility Revenue Bonds (Continental Airlines Inc. Project),
AMT, 6.625% due 9/15/2012 1,859
2,375 New Jersey Health Care Facilities Financing Authority Revenue Bonds (South Jersey
Hospital), 6% due 7/01/2026 2,526
2,500 New Jersey State Turnpike Authority, Turnpike Revenue Bonds, Series C, 5% due
1/01/2030 (c) 2,597
1,725 Tobacco Settlement Financing Corporation of New Jersey, Asset-Backed Revenue Bonds,
7% due 6/01/2041 2,017
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 3,758
New York - 9.8% 1,000 Dutchess County, New York, IDA, Civic Facility Revenue Refunding Bonds (Saint Francis
Hospital), Series A, 7.50% due 3/01/2029 1,086
415 New York City, New York, City IDA, Civic Facility Revenue Bonds, Series C, 6.80%
due 6/01/2028 446
New York City, New York, Sales Tax Asset Receivable Corporation Revenue Bonds (a):
1,600 DRIVERS, Series 1133Z, 7.50% due 10/15/2012 (e) 1,821
1,500 Series A, 5% due 10/15/2029 1,561
2,200 New York State Dormitory Authority, Non-State Supported Debt, Revenue Bonds (Mount
Sinai-NYU Medical Center Health System), 5.50% due 7/01/2026 2,223
2,030 New York State Dormitory Authority Revenue Bonds (School Districts Financing Program),
Series D, 5.25% due 10/01/2023 (d) 2,171
40 Suffolk County, New York, IDA, Civic Facility Revenue Bonds (Special Needs Facilities
Pooled Program), Series D-1, 5.50% due 7/01/2007 40
Tobacco Settlement Financing Corporation of New York Revenue Bonds:
1,100 Series A-1, 5.50% due 6/01/2015 1,179
2,400 Series A-1, 5.50% due 6/01/2018 2,593
1,100 Series C-1, 5.50% due 6/01/2022 1,184
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 1,674
North Carolina - 2.5% 805 Gaston County, North Carolina, Industrial Facilities and Pollution Control Financing
Authority, Revenue Bonds (National Gypsum Company Project), AMT, 5.75% due 8/01/2035 833
2,000 North Carolina Eastern Municipal Power Agency, Power System Revenue Bonds, Series D,
6.75% due 1/01/2026 2,204
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 1,023
Oklahoma - 1.4% 1,320 Oklahoma State Housing Finance Agency, S/F Mortgage Revenue Bonds (Homeownership
Loan Program), Series D-2, AMT, 6.25% due 9/01/2029 (f)(g) 1,322
1,075 Tulsa, Oklahoma, Municipal Airport Trust Revenue Refunding Bonds (AMR Corporation),
AMT, Series A, 5.375% due 12/01/2035 1,050
Pennsylvania - 5.3% 2,090 Lehigh County, Pennsylvania, IDA, PCR, Refunding (Pennsylvania Power and Light
Utilities Corporation Project), 4.75% due 2/15/2027 (b) 2,101
2,750 Pennsylvania Economic Development Financing Authority, Exempt Facilities Revenue
Bonds (National Gypsum Company), AMT, Series A, 6.25% due 11/01/2027 2,931
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 3,102
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 2,390
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) 2,404
2,000 South Carolina Jobs, EDA, Economic Development Revenue Bonds (Westminster Presbyterian
Center), 7.75% due 11/15/2030 2,143
Tennessee - 4.1% 2,200 Hardeman County, Tennessee, Correctional Facilities Corporation Revenue Bonds,
Series B, 7.375% due 8/01/2017 2,257
500 Sevier County, Tennessee, Public Building Authority Revenue Bonds, Local Government
Public Improvement IV, VRDN, Series B-6, 2.74% due 6/01/2020 (c)(j) 500
3,450 Shelby County, Tennessee, Health, Educational and Housing Facility Board, Hospital
Revenue Refunding Bonds, (Methodist Healthcare), 6.50% due 9/01/2012 (h) 4,016
Texas - 10.9% 2,665 Austin, Texas, Convention Center Revenue Bonds (Convention Enterprises Inc.), First
Tier, Series A, 6.70% due 1/01/2028 2,845
1,000 Brazos River Authority, Texas, PCR, Refunding (TXU Energy Company LLC Project),
Series B, 4.75% due 5/01/2029 1,011
2,500 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 2,777
2,610 Harris County, Texas, Revenue Refunding Bonds, DRIVERS, Series 1111, 7.478% due
8/15/2009 (c)(e) 2,821
1,300 Houston, Texas, Health Facilities Development Corporation, Retirement Facility
Revenue Bonds (Buckingham Senior Living Community), Series A, 7.125% due 2/15/2034 1,419
2,965 Matagorda County, Texas, Navigation District Number 1, Revenue Refunding Bonds
(Reliant Energy Inc.), Series C, 8% due 5/01/2029 3,227
1,100 Port Corpus Christi, Texas, Individual Development Corporation, Environmental
Facilities Revenue Bonds (Citgo Petroleum Corporation Project), AMT, 8.25% due
11/01/2031 1,165
2,495 Red River Authority, Texas, PCR, Refunding (Celanese Project), Series A, 6.45%
due 11/01/2030 2,656
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 1,041
Virginia - 14.3% 575 Chesterfield County, Virginia, IDA, PCR, Refunding (Virginia Electric and Power
Company), Series B, 5.875% due 6/01/2017 617
425 Chesterfield County, Virginia, IDA, PCR (Virginia Electric and Power Company),
Series A, 5.875% due 6/01/2017 456
5,000 Fairfax County, Virginia, EDA, Resource Recovery Revenue Refunding Bonds, AMT,
Series A, 6.10% due 2/01/2011 (a) 5,494
Pocahontas Parkway Association, Virginia, Toll Road Revenue Bonds:
3,885 Senior-Series A, 5.50% due 8/15/2028 4,001
18,400 Senior-Series B, 7.35%** due 8/15/2030 4,445
3,800 Tobacco Settlement Financing Corporation of Virginia, Asset Backed Revenue Bonds,
5.625% due 6/01/2037 3,880
1,095 Virginia State HDA, Rental Housing Revenue Bonds, AMT, Series B, 5.625% due 8/01/2011 1,153
3,200 Virginia State HDA, Revenue Bonds, AMT, Series D, 6% due 4/01/2024 3,351
Washington - 0.6% 1,040 Seattle, Washington, Housing Authority Revenue Bonds (Replacement Housing Project),
6.125% due 12/01/2032 1,028
Wisconsin - 0.9% 1,360 Wisconsin State Health and Educational Facilities Authority Revenue Bonds
(Synergyhealth Inc.), 6% due 11/15/2032 1,442
Puerto Rico - 2.6% 3,040 Puerto Rico Electric Power Authority, Power Revenue Bonds, Series RR, 5% due
7/01/2027 (i) 3,177
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 1,093
U.S. Virgin 2,680 Virgin Islands Government Refinery Facilities, Revenue Refunding Bonds (Hovensa
Islands - 1.8% Coker Project), AMT, 6.50% due 7/01/2021 3,020
Total Municipal Bonds (Cost - $233,373) - 150.0% 245,465
Shares Held Short-Term Securities
12 Merrill Lynch Institutional Tax-Exempt Fund (l) 12
Total Short-Term Securities (Cost - $12) - 0.0% 12
Total Investments (Cost - $233,385*) - 150.0% 245,477
Other Assets Less Liabilities - 3.2% 5,258
Preferred Stock, at Redemption Value - (53.2%) (87,041)
-----------
Net Assets Applicable to Common Stock - 100.0% $ 163,694
===========
* The cost and unrealized appreciation (depreciation) of investments as of
October 31, 2005, as computed for federal income tax purposes, were as
follows:
Aggregate cost $ 233,385
================
Gross unrealized appreciation $ 13,939
Gross unrealized depreciation (1,847)
----------------
Net unrealized appreciation $ 12,092
================
** Represents a zero coupon bond; the interest rate shown reflects the
effective yield at the time of purchase.
(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) FNMA Collateralized.
(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) Investments in companies considered to be an affiliate of the Fund, for
purposes of Section 2(a)(3) of the Investment Company Act of 1940, were
as follows:
Net Dividend
Affiliate Activity Income
Merrill Lynch Institutional Tax-Exempt Fund - $ -*
*Amount is less than $1,000.
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: December 17, 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: December 17, 2005
By: /s/ Donald C. Burke
-----------------------
Donald C. Burke
Chief Financial Officer
MuniHoldings Fund II, Inc.
Date: December 17, 2005