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: BlackRock 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, BlackRock 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: 07/31/2007
Date of reporting period: 02/01/07 - 04/30/07
Item 1 - Schedule of Investments
BlackRock MuniHoldings Fund II, Inc.
Schedule of Investments as of April 30, 2007 (in Thousands)
Face
State Amount Municipal Bonds Value
Alabama - 3.4% $ 1,145 Birmingham, Alabama, Special Care Facilities Financing Authority, Revenue
Refunding Bonds (Ascension Health Credit), Series C-2, 5% due 11/15/2036 $ 1,187
835 Birmingham, Alabama, Special Care Facilities Financing Authority, Revenue
Refunding Bonds (Ascension Health Credit), Series C-2, 5% due 11/15/2039 863
3,450 Jefferson County, Alabama, Limited Obligation School Warrants, Series A, 5%
due 1/01/2024 3,603
Arizona - 4.5% 1,000 Arizona Health Facilities Authority Revenue Bonds (Catholic Healthcare West),
Series A, 6.625% due 7/01/2010 (h) 1,093
1,365 Maricopa County, Arizona, IDA, Education Revenue Bonds (Arizona Charter
Schools Project 1), Series A, 6.50% due 7/01/2012 1,394
2,060 Phoenix, Arizona, IDA, Airport Facility, Revenue Refunding Bonds (America West
Airlines, Inc. Project), AMT, 6.30% due 4/01/2023 2,096
985 Pima County, Arizona, IDA, Education Revenue Bonds (Arizona Charter Schools
Project), Series C, 6.75% due 7/01/2031 1,056
1,000 Pinal County, Arizona, COP, 5% due 12/01/2029 1,030
980 Show Low, Arizona, Improvement District Number 5, Special Assessment Bonds, 6.375%
due 1/01/2015 1,000
Arkansas - 0.6% 1,000 University of Arkansas, University Construction Revenue Bonds (UAMS Campus),
Series B, 5% due 11/01/2022 (d) 1,065
California - 20.3% 2,000 Benicia, California, Unified School District, GO, Refunding, Series A, 5.615% due
8/01/2020 (b)(m) 1,144
4,100 California Health Facilities Financing Authority Revenue Bonds (Sutter Health),
Series A, 5.25% due 11/15/2046 4,329
5,200 California State Public Works Board, Lease Revenue Bonds (Department of Corrections),
Series C, 5.25% due 6/01/2028 5,505
1,000 East Side Union High School District, California, Santa Clara County, GO (Election
of 2002), Series D, 5% due 8/01/2020 (i) 1,070
870 Golden State Tobacco Securitization Corporation of California, Tobacco Settlement
Revenue Bonds, Series A-3, 7.875% due 6/01/2013 (h) 1,060
670 Golden State Tobacco Securitization Corporation of California, Tobacco Settlement
Revenue Refunding Bonds, Senior Series A-1, 5.125% due 6/01/2047 671
Portfolio Abbreviations
To simplify the listings of BlackRock 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)
COP Certificates of Participation
DRIVERS Derivative Inverse Tax-Exempt Receipts
EDA Economic Development Authority
EDR Economic Development Revenue Bonds
GO General Obligation Bonds
HDA Housing Development Authority
HFA Housing Finance Agency
IDA Industrial Development Authority
IDR Industrial Development Revenue Bonds
S/F Single-Family
PCR Pollution Control Revenue Bonds
VRDN Variable Rate Demand Notes
BlackRock MuniHoldings Fund II, Inc.
Schedule of Investments as of April 30, 2007 (concluded) (in Thousands)
Face
State Amount Municipal Bonds Value
California $ 2,260 Los Angeles, California, Unified School District, GO, Series A, 5% due
(concluded) 7/01/2013 (d)(h) $ 2,427
1,750 Poway, California, Unified School District, Special Tax (Community Facilities
District Number 6 Area), Series A, 6.125% due 9/01/2033 1,834
1,820 San Marino, California, Unified School District, GO, Series A, 5.50% due
7/01/2017 (d)(m) 1,202
1,945 San Marino, California, Unified School District, GO, Series A, 5.55% due
7/01/2018 (d)(m) 1,225
2,070 San Marino, California, Unified School District, GO, Series A, 5.60% due
7/01/2019 (d)(m) 1,245
5,525 Sequoia, California, Unified High School District, GO, Refunding, Series B, 5.50%
due 7/01/2035 (c) 6,165
4,925 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) 5,152
1,250 Tustin, California, Unified School District, Senior Lien Special Tax Bonds (Community
Facilities District Number 97-1), Series A, 5% due 9/01/2032 (c) 1,296
Colorado - 1.6% 1,675 Elk Valley, Colorado, Public Improvement Revenue Bonds (Public Improvement Fee),
Series A, 7.10% due 9/01/2014 1,788
860 Plaza Metropolitan District Number 1, Colorado, Tax Allocation Revenue Bonds
(Public Improvement Fees), 8.125% due 12/01/2025 868
Florida - 7.8% 1,625 Ballantrae, Florida, Community Development District, Capital Improvement Revenue
Bonds, 6% due 5/01/2035 1,743
2,100 Highlands County, Florida, Health Facilities Authority, Hospital Revenue Refunding
Bonds (Adventist Health System), Series G, 5.125% due 11/15/2032 2,173
1,765 Miami-Dade County, Florida, Subordinate Special Obligation Revenue Bonds, Series A,
6% due 10/01/2037 (d)(m) 383
2,450 Midtown Miami, Florida, Community Development District, Special Assessment Revenue
Bonds, Series A, 6.25% due 5/01/2037 2,664
2,400 Orange County, Florida, Health Facilities Authority, Hospital Revenue Bonds (Orlando
Regional Healthcare), 6% due 12/01/2012 (h) 2,665
1,515 Orlando, Florida, Greater Orlando Aviation Authority, Airport Facilities Revenue Bonds
(JetBlue Airways Corp.), AMT, 6.50% due 11/15/2036 1,616
525 Palm Coast Park Community Development District, Florida, Special Assessment Revenue
Bonds, 5.70% due 5/01/2037 539
1,255 Preserve at Wilderness Lake, Florida, Community Development District, Capital
Improvement Bonds, Series A, 5.90% due 5/01/2034 1,318
Georgia - 3.5% 1,250 Atlanta, Georgia, Tax Allocation Bonds (Atlantic Station Project), 7.90% due 12/01/2024 1,383
1,535 Brunswick and Glynn County, Georgia, Development Authority, First Mortgage Revenue
Bonds (Coastal Community Retirement Corporation Project), Series A, 7.25% due 1/01/2035 1,236
1,945 Fulton County, Georgia, Development Authority, PCR (General Motors Corporation),
Refunding, VRDN, 7.50% 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 1,342
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 2,120
Illinois - 2.8% 1,000 Chicago, Illinois, O'Hare International Airport, Special Facility Revenue Refunding
Bonds (American Airlines Inc. Project), 8.20% due 12/01/2024 1,013
1,000 Chicago, Illinois, Special Assessment Bonds (Lake Shore East), 6.75% due 12/01/2032 1,083
2,000 Illinois HDA, Homeowner Mortgage Revenue Bonds, AMT, Sub-Series C-2, 5.25% due 8/01/2022 2,057
500 Illinois State Finance Authority Revenue Bonds (Landing at Plymouth Place Project),
Series A, 6% due 5/15/2025 533
Louisiana - 2.3% 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 2,613
1,275 New Orleans, Louisiana, Financing Authority Revenue Bonds (Xavier University of
Louisiana Project), 5.30% due 6/01/2026 (d) 1,340
Maine - 2.1% 3,425 Maine State Housing Authority, Mortgage Purchase Revenue Refunding Bonds, Series B,
5.30% due 11/15/2023 3,566
Maryland - 0.6% 1,050 Maryland State Energy Financing Administration, Limited Obligation Revenue Bonds
(Cogeneration-AES Warrior Run), AMT, 7.40% due 9/01/2019 1,046
Massachusetts - 4.5% 600 Massachusetts State Development Finance Agency Revenue Bonds (Neville Communities
Home), Series A, 5.75% due 6/20/2022 (f) 671
1,500 Massachusetts State Development Finance Agency Revenue Bonds (Neville Communities
Home), Series A, 6% due 6/20/2044 (f) 1,682
2,100 Massachusetts State, HFA, Housing Revenue Bonds, AMT, Series A, 5.25% due 12/01/2048 2,155
3,000 Massachusetts State School Building Authority, Dedicated Sales Tax Revenue Bonds,
Series A, 5% due 8/15/2030 (c) 3,173
Michigan - 0.7% 1,100 Flint, Michigan, Hospital Building Authority, Revenue Refunding Bonds (Hurley
Medical Center), Series A, 6% due 7/01/2020 (k) 1,198
Minnesota - 7.0% 1,680 Minneapolis, Minnesota, Community Development Agency, Supported Development Revenue
Refunding Bonds (Common Bond), Series G-3, 5.35% due 12/01/2011 (h) 1,793
4,220 Minnesota State Municipal Power Agency, Electric Revenue Bonds, 5.25% due 10/01/2021 4,519
2,870 Rockford, Minnesota, Independent School District Number 883, GO, 5.60% due 2/01/2019 (c) 3,005
2,390 Rockford, Minnesota, Independent School District Number 883, GO, 5.60% due 2/01/2020 (c) 2,503
Mississippi - 1.5% 2,000 Mississippi Business Finance Corporation, Mississippi, PCR, Refunding (System Energy
Resources, Inc. Project), 5.875% due 4/01/2022 2,021
500 Mississippi Business Finance Corporation, Mississippi, PCR, Refunding (System Energy
Resources, Inc. Project), 5.90% due 5/01/2022 505
Missouri - 1.9% 950 Fenton, Missouri, Tax Increment Revenue Refunding and Improvement Bonds (Gravois
Bluffs), 7% due 10/01/2011 (h) 1,083
1,000 Kansas City, Missouri, IDA, First Mortgage Health Facilities Revenue Bonds (Bishop
Spencer Place), Series A, 6.50% due 1/01/2035 1,061
1,000 Missouri State Development Finance Board, Infrastructure Facilities Revenue Refunding
Bonds (Branson), Series A, 5.50% due 12/01/2032 1,051
New Jersey - 11.4% 4,050 New Jersey EDA, Cigarette Tax Revenue Bonds, 5.75% due 6/15/2029 4,382
1,890 New Jersey EDA, Cigarette Tax Revenue Bonds, 5.50% due 6/15/2031 2,006
1,000 New Jersey EDA, Retirement Community Revenue Bonds (Cedar Crest Village, Inc.
Facility), Series A, 7.25% due 11/15/2011 (h) 1,148
2,000 New Jersey EDA, Retirement Community Revenue Bonds (Seabrook Village, Inc.), Series A,
8.125% due 11/15/2010 (h) 2,295
2,000 New Jersey EDA, Special Facility Revenue Bonds (Continental Airlines, Inc. Project),
AMT, 6.625% due 9/15/2012 2,129
2,375 New Jersey Health Care Facilities Financing Authority Revenue Bonds (South Jersey
Hospital), 6% due 7/01/2012 (h) 2,614
2,500 New Jersey State Turnpike Authority, Turnpike Revenue Bonds, Series C, 5% due
1/01/2030 (c) 2,640
1,725 Tobacco Settlement Financing Corporation of New Jersey, Asset-Backed Revenue Bonds, 7%
due 6/01/2013 (h) 2,026
New Mexico - 3.9% 3,675 Farmington, New Mexico, PCR, Refunding (Public Service Company of New Mexico - San
Juan Project), Series A, 5.80% due 4/01/2022 3,711
2,675 New Mexico Finance Authority, Senior Lien State Transportation Revenue Bonds, Series A,
5.125% due 6/15/2018 (d) 2,879
New York - 11.4% 900 Dutchess County, New York, IDA, Civic Facility Revenue Refunding Bonds (Saint Francis
Hospital), Series A, 7.50% due 3/01/2029 1,001
415 New York City, New York, City IDA, Civic Facility Revenue Bonds, Series C, 6.80% due
6/01/2028 456
525 New York City, New York, City IDA, Special Facility Revenue Bonds (Continental
Airlines, Inc. Project), AMT, 8% due 11/01/2012 576
525 New York City, New York, City IDA, Special Facility Revenue Bonds (Continental
Airlines, Inc. Project), AMT, 8.375% due 11/01/2016 582
3,855 New York City, New York, Sales Tax Asset Receivable Corporation Revenue Bonds,
Series A, 5% due 10/15/2020 (d) 4,114
2,725 New York State Dormitory Authority Revenue Bonds (School Districts Financing Program),
Series D, 5.25% due 10/01/2023 (d) 2,914
20 Suffolk County, New York, IDA, Civic Facility Revenue Bonds (Special Needs Facilities
Pooled Program), Series D-1, 5.50% due 7/01/2007 20
1,100 Tobacco Settlement Financing Corporation of New York Revenue Bonds, Series A-1, 5.50%
due 6/01/2015 1,152
2,400 Tobacco Settlement Financing Corporation of New York Revenue Bonds, Series A-1, 5.50%
due 6/01/2018 2,577
2,750 Tobacco Settlement Financing Corporation of New York Revenue Bonds, Series C-1, 5.50%
due 6/01/2020 (b) 2,988
1,100 Tobacco Settlement Financing Corporation of New York Revenue Bonds, Series C-1, 5.50%
due 6/01/2022 1,188
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 1,690
North Carolina - 1.3% 2,000 North Carolina Eastern Municipal Power Agency, Power System Revenue Bonds, Series D,
6.75% due 1/01/2026 2,146
Oklahoma - 0.2% 405 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) 411
Pennsylvania - 3.9% 2,750 Pennsylvania Economic Development Financing Authority, Exempt Facilities Revenue
Bonds (National Gypsum Company), AMT, Series A, 6.25% due 11/01/2027 2,880
540 Philadelphia, Pennsylvania, Authority for IDR, Commercial Development, 7.75% due
12/01/2017 541
2,630 Sayre, Pennsylvania, Health Care Facilities Authority, Revenue Bonds (Guthrie
Healthcare System), Series B, 7.125% due 12/01/2011 (h) 3,161
Rhode Island - 1.5% 2,190 Rhode Island State Health and Educational Building Corporation, Hospital Financing
Revenue Bonds (Lifespan Obligation Group), 6.50% due 8/15/2012 (h) 2,474
South 2,080 Medical University Hospital Authority, South Carolina, Hospital Facilities Revenue
Carolina - 2.8% Refunding Bonds, Series A, 6.375% due 8/15/2012 (h) 2,345
2,000 South Carolina Jobs, EDA, EDR (Westminster Presbyterian Center), 7.75% due
11/15/2010 (h) 2,296
South Dakota - 0.8% 1,350 South Dakota State Health and Educational Facilities Authority Revenue Bonds
(Sanford Health), 5% due 11/01/2040 1,394
Tennessee - 5.2% 2,200 Hardeman County, Tennessee, Correctional Facilities Corporation Revenue Bonds,
Series B, 7.375% due 8/01/2017 2,250
3,450 Shelby County, Tennessee, Health, Educational and Housing Facility Board, Hospital
Revenue Refunding Bonds (Methodist Healthcare), 6.50% due 9/01/2012 (h) 3,914
2,500 Shelby County, Tennessee, Health, Educational and Housing Facility Board, Hospital
Revenue Refunding Bonds (Saint Jude Children's Research Hospital), 5% due 7/01/2031 2,622
Texas - 7.3% 2,665 Austin, Texas, Convention Center Revenue Bonds (Convention Enterprises, Inc.), First
Tier, Series A, 6.70% due 1/01/2011 (h) 2,931
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 2,743
843 Harris County, Texas, Revenue Refunding Bonds, DRIVERS, Series 1111, 6.227% due
8/15/2009 (c)(e)(p) 911
1,300 Houston, Texas, Health Facilities Development Corporation, Retirement Facility
Revenue Bonds (Buckingham Senior Living Community), Series A, 7.125% due 2/15/2034 1,451
2,965 Matagorda County, Texas, Navigation District Number 1, Revenue Refunding Bonds
(Reliant Energy, Inc.), Series C, 8% due 5/01/2029 3,109
1,100 Port Corpus Christi, Texas, Individual Development Corporation, Environmental
Facilities Revenue Bonds (Citgo Petroleum Corporation Project), AMT, 8.25% due
11/01/2031 1,125
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 1,062
Virginia - 13.3% 575 Chesterfield County, Virginia, IDA, PCR, Refunding (Virginia Electric and Power
Company), Series B, 5.875% due 6/01/2017 619
425 Chesterfield County, Virginia, IDA, PCR (Virginia Electric and Power Company),
Series A, 5.875% due 6/01/2017 455
5,000 Fairfax County, Virginia, EDA, Resource Recovery Revenue Refunding Bonds, AMT,
Series A, 6.10% due 2/01/2011 (a) 5,384
3,885 Pocahontas Parkway Association, Virginia, Toll Road Revenue Bonds, Senior-Series A,
5.50% due 8/15/2008 (h) 4,051
18,400 Pocahontas Parkway Association, Virginia, Toll Road Revenue Bonds, Senior-Series B,
7.35% due 8/15/2008 (h)(m) 4,975
2,185 Tobacco Settlement Financing Corporation of Virginia, Asset-Backed Revenue Bonds,
5.625% due 6/01/2015 (h) 2,428
1,095 Virginia State HDA, Rental Housing Revenue Bonds, AMT, Series B, 5.625% due 8/01/2011 1,139
3,200 Virginia State, HDA, Revenue Bonds, AMT, Series D, 6% due 4/01/2024 3,325
Washington - 0.6% 1,015 Seattle, Washington, Housing Authority Revenue Bonds (Replacement Housing Project),
6.125% due 12/01/2032 1,044
Wisconsin - 0.9% 1,360 Wisconsin State Health and Educational Facilities Authority Revenue Bonds
(SynergyHealth Inc.), 6% due 11/15/2032 1,478
Puerto Rico - 3.4% 1,945 Puerto Rico Commonwealth Highway and Transportation Authority, Transportation
Revenue Refunding Bonds, Series N, 5.25% due 7/01/2036 2,254
1,800 Puerto Rico Electric Power Authority, Power Revenue Refunding Bonds, Series UU, 5%
due 7/01/2021 (c) 1,949
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 1,582
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 3,016
Total Municipal Bonds (Cost - $214,771) - 136.7% 230,719
Municipal Bonds Held in Trust (o)
California - 3.2% 5,130 California Pollution Control Financing Authority, PCR, Refunding (Pacific Gas and
Electric), AMT, Series A, 5.35% due 12/01/2016 (d) 5,470
Maryland - 5.0% 7,765 Baltimore, Maryland, Convention Center Hotel Revenue Bonds, Senior Series A, 5.25%
due 9/01/2039 (i) 8,395
Michigan - 3.1% 5,000 Michigan State Strategic Fund, Limited Obligation Revenue Refunding Bonds (Detroit
Edison Company Pollution Control Project), AMT, Series C, 5.65% due 9/01/2029 (i) 5,302
New York - 2.1% 3,205 New York City, New York, Sales Tax Asset Receivable Corporation Revenue Bonds,
Series A, 5.25% due 10/15/2027 (a) 3,469
South 8,400 South Carolina State Ports Authority, Ports Revenue Bonds, AMT, 5.30% due 7/01/2026 (c) 8,581
Carolina - 5.1%
Texas - 4.3% 7,045 Harris County, Texas, Toll Road Revenue Refunding Bonds, Senior Lien, Series A,
5.25% due 8/15/2035 (c) 7,323
Total Municipal Bonds Held in Trust (Cost - $38,367) - 22.8% 38,540
Shares
Held Short-Term Securities
12 Merrill Lynch Institutional Tax-Exempt Fund, 3.70% (l)(n) 12
Total Short-Term Securities (Cost - $12) - 0.0% 12
Total Investments (Cost - $253,150*) - 159.5% 269,271
Other Assets Less Liabilities - 3.0% 5,040
Liabilities for Trust Certificates, Including Interest Expense Payable - (10.9%) (18,429)
Preferred Stock, at Redemption Value - (51.6%) (87,064)
-----------
Net Assets Applicable to Common Stock - 100.0% $ 168,818
===========
* The cost and unrealized appreciation (depreciation) of investments
as of April 30, 2007, as computed for federal income tax purposes,
were as follows:
Aggregate cost $ 235,001
=================
Gross unrealized appreciation $ 16,385
Gross unrealized depreciation (385)
-----------------
Net unrealized appreciation $ 16,000
=================
(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:
Purchase Sale Realized Dividend
Affiliate Cost Cost Gain Income
Merrill Lynch Institutional
Tax-Exempt Fund - - - -*
* Amount is less than $1,000.
(m) Represents a zero coupon bond; the interest rate shown reflects the
effective yield at the time of purchase.
(n) Represents the current yield as of April 30, 2007.
(o) Securities represent underlying bonds transferred to a separate
securitization trust established in a tender option bond transaction
in which the Fund may have acquired the residual interest certificates.
These securities serve as collateral in a financing transaction.
(p) These securities are short-term floating rate certificates issued by
tender option bond trusts and are secured by the underlying municipal
bond securities.
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) - As of September 29, 2006, with the conclusion of the combination of
Merrill Lynch's asset management business with BlackRock, the
registrant was migrated to BlackRock's trading and compliance
monitoring systems, and various personnel changes occurred. In
conjunction with these business improvements, there were no changes
in the registrant's internal control over financial reporting (as
defined in Rule 30a-3(d) under Act (17 CFR 270.30a-3(d)) that
occurred during the last fiscal quarter that has materially
affected, or is reasonably likely to 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.
BlackRock MuniHoldings Fund II, Inc.
By: /s/ Robert C. Doll, Jr.
-----------------------
Robert C. Doll, Jr.
Chief Executive Officer
BlackRock MuniHoldings Fund II, Inc.
Date: June 20, 2007
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
BlackRock MuniHoldings Fund II, Inc.
Date: June 20, 2007
By: /s/ Donald C. Burke
-------------------
Donald C. Burke
Chief Financial Officer
BlackRock MuniHoldings Fund II, Inc.
Date: June 20, 2007