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 811-08215
Name of Fund: BlackRock MuniHoldings Fund II, Inc. (MUH)
Fund Address: 100 Bellevue Parkway, Wilmington, DE 19809
Name and address of agent for service: Donald C. Burke, 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: (800) 882-0052, Option 4
Date of fiscal year end: 07/31/2008
Date of reporting period: 08/01/2007 - 10/31/2007
Item 1 - Schedule of Investments
BlackRock MuniHoldings Fund II, Inc.
Schedule of Investments as of October 31, 2007 (Unaudited) (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 $ 3,562
Arizona - 8.1% 1,000 Arizona Health Facilities Authority Revenue Bonds (Catholic Healthcare West),
Series A, 6.625% due 7/01/2020 1,088
1,365 Maricopa County, Arizona, IDA, Education Revenue Bonds (Arizona Charter Schools
Project 1), Series A, 6.50% due 7/01/2012 1,362
2,060 Phoenix, Arizona, IDA, Airport Facility, Revenue Refunding Bonds (America West
Airlines Inc. Project), AMT, 6.30% due 4/01/2023 2,065
980 Pima County, Arizona, IDA, Education Revenue Bonds (Arizona Charter Schools Project),
Series C, 6.75% due 7/01/2031 1,019
1,000 Pinal County, Arizona, COP, 5% due 12/01/2029 1,002
2,535 Salt Verde Financial Corporation, Arizona, Senior Gas Revenue Bonds, 5% due
12/01/2032 2,447
3,550 Salt Verde Financial Corporation, Arizona, Senior Gas Revenue Bonds, 5% due
12/01/2037 3,396
980 Show Low, Arizona, Improvement District Number 5, Special Assessment Bonds, 6.375%
due 1/01/2015 992
Arkansas - 0.6% 1,000 University of Arkansas, University Construction Revenue Bonds (UAMS Campus),
Series B, 5% due 11/01/2022 (g) 1,052
California - 19.2% 2,000 Benicia, California, Unified School District, GO, Refunding, Series A, 5.615%
due 8/01/2020 (d)(o) 1,147
2,000 California Health Facilities Financing Authority Revenue Bonds (Sutter Health),
Series A, 5.25% due 11/15/2046 2,037
2,900 California State, GO, Refunding, 5% due 6/01/2032 2,946
5,200 California State Public Works Board, Lease Revenue Bonds (Department of Corrections),
Series C, 5.25% due 6/01/2028 5,367
1,000 East Side Union High School District, California, Santa Clara County, GO
(Election of 2002), Series D, 5% due 8/01/2020 (i) 1,059
870 Golden State Tobacco Securitization Corporation of California, Tobacco Settlement
Revenue Bonds, Series A-3, 7.875% due 6/01/2013 (j) 1,055
1,750 Poway, California, Unified School District, Special Tax (Community Facilities
District Number 6 Area), Series A, 6.125% due 9/01/2033 1,794
1,820 San Marino, California, Unified School District, GO, Series A, 5.50% due
7/01/2017 (g)(o) 1,221
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
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
PCR Pollution Control Revenue Bonds
VRDN Variable Rate Demand Notes
BlackRock MuniHoldings Fund II, Inc.
Schedule of Investments as of October 31, 2007 (concluded) (in Thousands)
Face
State Amount Municipal Bonds Value
California $ 1,945 San Marino, California, Unified School District, GO, Series A, 5.55% due
(concluded) 7/01/2018 (g)(o) $ 1,240
2,070 San Marino, California, Unified School District, GO, Series A, 5.60% due
7/01/2019 (g)(o) 1,256
5,525 Sequoia, California, Unified High School District, GO, Refunding, Series B,
5.50% due 7/01/2035 (e) 5,992
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 (g) 5,258
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 (e) 1,276
Colorado - 1.5% 1,575 Elk Valley, Colorado, Public Improvement Revenue Bonds (Public Improvement Fee),
Series A, 7.10% due 9/01/2014 1,660
860 Plaza Metropolitan District Number 1, Colorado, Tax Allocation Revenue Bonds
(Public Improvement Fees), 8.125% due 12/01/2025 847
Florida - 9.0% 1,620 Ballantrae, Florida, Community Development District, Capital Improvement Revenue
Bonds, 6% due 5/01/2035 1,737
2,100 Highlands County, Florida, Health Facilities Authority, Hospital Revenue Refunding
Bonds (Adventist Health System), Series G, 5.125% due 11/15/2032 2,119
2,310 Hillsborough County, Florida, IDA, Hospital Revenue Bonds (H. Lee Moffitt Cancer
Center Project), Series A, 5.25% due 7/01/2037 2,329
1,765 Miami-Dade County, Florida, Subordinate Special Obligation Revenue Bonds, Series A,
5.24% due 10/01/2037 (g)(o) 378
2,450 Midtown Miami, Florida, Community Development District, Special Assessment Revenue
Bonds, Series A, 6.25% due 5/01/2037 2,402
2,400 Orange County, Florida, Health Facilities Authority, Hospital Revenue Bonds
(Orlando Regional Healthcare), 6% due 12/01/2012 (j) 2,663
1,515 Orlando, Florida, Greater Orlando Aviation Authority, Airport Facilities Revenue
Bonds (JetBlue Airways Corp.), AMT, 6.50% due 11/15/2036 1,537
525 Palm Coast Park Community Development District, Florida, Special Assessment Revenue
Bonds, 5.70% due 5/01/2037 474
1,255 Preserve at Wilderness Lake, Florida, Community Development District, Capital
Improvement Bonds, Series A, 5.90% due 5/01/2034 1,229
Georgia - 5.5% 1,250 Atlanta, Georgia, Tax Allocation Bonds (Atlantic Station Project), 7.90% due
12/01/2011 (j) 1,465
1,000 Atlanta, Georgia, Tax Allocation Refunding Bonds (Atlantic Station Project), 5%
due 12/01/2023 (c) 1,046
2,000 Atlanta, Georgia, Tax Allocation Refunding Bonds (Atlantic Station Project), 4.75%
due 12/01/2024 (c) 2,037
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 (p) 1,172
1,945 Fulton County, Georgia, Development Authority, PCR, Refunding (General Motors
Corporation), VRDN, 6.50% due 4/01/2010 (m) 1,945
1,250 Milledgeville-Baldwin County, Georgia, Development Authority Revenue Bonds (Georgia
College and State University Foundation), 5.50% due 9/01/2014 (j) 1,398
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 2,081
Illinois - 2.2% 1,000 Chicago, Illinois, Special Assessment Bonds (Lake Shore East), 6.75% due 12/01/2032 1,050
2,000 Illinois HDA, Homeowner Mortgage Revenue Bonds, AMT, Sub-Series C-2, 5.25% due
8/01/2022 2,028
500 Illinois State Finance Authority Revenue Bonds (Landing At Plymouth Place Project),
Series A, 6% due 5/15/2025 509
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 2,535
1,275 New Orleans, Louisiana, Financing Authority Revenue Bonds (Xavier University of
Louisiana Project), 5.30% due 6/01/2026 (g) 1,322
Maine - 2.1% 3,425 Maine State Housing Authority, Mortgage Purchase Revenue Refunding Bonds, Series B,
5.30% due 11/15/2023 3,513
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 1,053
Massachusetts - 4.6% 600 Massachusetts State Development Finance Agency Revenue Bonds (Neville Communities
Home), Series A, 5.75% due 6/20/2022 (f) 660
1,500 Massachusetts State Development Finance Agency Revenue Bonds (Neville Communities
Home), Series A, 6% due 6/20/2044 (f) 1,634
2,100 Massachusetts State, HFA, Housing Revenue Bonds, AMT, Series A, 5.25% due 12/01/2048 2,102
3,000 Massachusetts State School Building Authority, Dedicated Sales Tax Revenue Bonds,
Series A, 5% due 8/15/2030 (e) 3,113
Michigan - 0.7% 1,100 Flint, Michigan, Hospital Building Authority, Revenue Refunding Bonds (Hurley
Medical Center), Series A, 6% due 7/01/2020 (a) 1,160
Minnesota - 7.1% 1,680 Minneapolis, Minnesota, Community Development Agency, Supported Development Revenue
funding Bonds (Common Bond), Series G-3, 5.35% due 12/01/2011 (j) 1,795
4,220 Minnesota State Municipal Power Agency, Electric Revenue Bonds, 5.25% due 10/01/2021 4,449
2,870 Rockford, Minnesota, Independent School District Number 883, GO, 5.60% due
01/2019 (e) 2,993
2,390 Rockford, Minnesota, Independent School District Number 883, GO, 5.60% due
01/2020 (e) 2,493
Mississippi - 1.5% 2,000 Mississippi Business Finance Corporation, Mississippi, PCR, Refunding (System Energy
sources Inc. Project), 5.875% due 4/01/2022 2,023
500 Mississippi Business Finance Corporation, Mississippi, PCR, Refunding (System Energy
sources Inc. Project), 5.90% due 5/01/2022 506
Missouri - 1.9% 950 Fenton, Missouri, Tax Increment Revenue Refunding and Improvement Bonds (Gravois
uffs), 7% due 10/01/2011 (j) 1,077
1,000 Kansas City, Missouri, IDA, First Mortgage Health Facilities Revenue Bonds (Bishop
encer Place), Series A, 6.50% due 1/01/2035 1,029
1,000 Missouri State Development Finance Board, Infrastructure Facilities Revenue Refunding
nds (Branson), Series A, 5.50% due 12/01/2032 1,007
Nebraska - 0.5% 860 Scotts Bluff County, Nebraska, Hospital Authority Number 1, Hospital Revenue Refunding
Bonds (Regional West Medical Center Project), VRDN, 5.50% due 12/01/2028 (h)(m) 860
New Jersey - 11.5% 4,050 New Jersey EDA, Cigarette Tax Revenue Bonds, 5.75% due 6/15/2029 4,242
1,890 New Jersey EDA, Cigarette Tax Revenue Bonds, 5.50% due 6/15/2031 1,947
1,000 New Jersey EDA, Retirement Community Revenue Bonds (Cedar Crest Village Inc.
Facility), Series A, 7.25% due 11/15/2011 (j) 1,142
2,000 New Jersey EDA, Retirement Community Revenue Bonds (Seabrook Village Inc.), Series A,
8.125% due 11/15/2010 (j) 2,282
2,000 New Jersey EDA, Special Facility Revenue Bonds (Continental Airlines Inc. Project),
AMT, 6.625% due 9/15/2012 2,064
2,375 New Jersey Health Care Facilities Financing Authority Revenue Bonds (South Jersey
Hospital), 6% due 7/01/2012 (j) 2,611
2,500 New Jersey State Turnpike Authority, Turnpike Revenue Bonds, Series C, 5% due
1/01/2030 (e) 2,593
1,725 Tobacco Settlement Financing Corporation of New Jersey, Asset-Backed Revenue Bonds,
7% due 6/01/2013 (j) 2,016
New Mexico - 2.2% 3,675 Farmington, New Mexico, PCR, Refunding (Public Service Company of New Mexico - San
Juan Project), Series A, 5.80% due 4/01/2022 3,697
New York - 9.7% 900 Dutchess County, New York, IDA, Civic Facility Revenue Refunding Bonds (Saint
Francis Hospital), Series A, 7.50% due 3/01/2029 976
415 New York City, New York, City IDA, Civic Facility Revenue Bonds, Series C, 6.80% due
6/01/2028 445
525 New York City, New York, City IDA, Special Facility Revenue Bonds (Continental
Airlines Inc. Project), AMT, 8% due 11/01/2012 560
525 New York City, New York, City IDA, Special Facility Revenue Bonds (Continental
Airlines Inc. Project), AMT, 8.375% due 11/01/2016 564
3,855 New York City, New York, Sales Tax Asset Receivable Corporation Revenue Bonds,
Series A, 5% due 10/15/2020 (g) 4,092
2,725 New York State Dormitory Authority Revenue Bonds (School Districts Financing
Program), Series D, 5.25% due 10/01/2023 (g) 2,897
1,100 Tobacco Settlement Financing Corporation of New York Revenue Bonds, Series A-1,
5.50% due 6/01/2015 1,145
2,400 Tobacco Settlement Financing Corporation of New York Revenue Bonds, Series A-1,
5.50% due 6/01/2018 2,558
1,100 Tobacco Settlement Financing Corporation of New York Revenue Bonds, Series C-1,
5.50% due 6/01/2022 1,172
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 1,638
North Carolina - 1.3% 2,000 North Carolina Eastern Municipal Power Agency, Power System Revenue Bonds, Series D,
6.75% due 1/01/2026 2,118
Ohio - 0.1% 200 Trumbull County, Ohio, Health Care Facilities Revenue Bonds (Shepherd of the Valley),
VRDN, 5.10% due 10/01/2031 (h)(m) 200
Oklahoma - 0.6% 1,000 Oklahoma State Development Finance Authority, Revenue Refunding Bonds (Saint John
Health System), 5% due 2/15/2042 1,000
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 2,812
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 (j) 3,152
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 (j) 2,468
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 (j) 2,332
2,000 South Carolina Jobs, EDA, EDR (Westminster Presbyterian Center), 7.75% due
11/15/2010 (j) 2,279
South Dakota - 0.8% 1,350 South Dakota State Health and Educational Facilities Authority Revenue Bonds
(Sanford Health), 5% due 11/01/2040 1,352
Tennessee - 5.3% 2,200 Hardeman County, Tennessee, Correctional Facilities Corporation Revenue Bonds,
Series B, 7.375% due 8/01/2017 2,234
3,450 Shelby County, Tennessee, Health, Educational and Housing Facility Board, Hospital
Revenue Refunding Bonds (Methodist Healthcare), 6.50% due 9/01/2012 (j) 3,900
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 2,530
Texas - 7.6% 2,665 Austin, Texas, Convention Center Revenue Bonds (Convention Enterprises Inc.), First
Tier, Series A, 6.70% due 1/01/2011 (j) 2,918
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 2,666
1,300 Houston, Texas, Health Facilities Development Corporation, Retirement Facility
Revenue Bonds (Buckingham Senior Living Community), Series A, 7.125% due 2/15/2014 (j) 1,551
2,965 Matagorda County, Texas, Navigation District Number 1, Revenue Refunding Bonds
(Reliant Energy Inc.), Series C, 8% due 5/01/2029 3,059
1,130 SA Energy Acquisition Public Facilities Corporation, Texas, Gas Supply Revenue
Bonds, 5.50% due 8/01/2023 1,177
1,035 SA Energy Acquisition Public Facilities Corporation, Texas, Gas Supply Revenue
Bonds, 5.50% due 8/01/2024 1,076
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 1,055
Virginia - 11.1% 575 Chesterfield County, Virginia, IDA, PCR, Refunding (Virginia Electric and Power
Company), Series B, 5.875% due 6/01/2017 612
425 Chesterfield County, Virginia, IDA, PCR (Virginia Electric and Power Company),
Series A, 5.875% due 6/01/2017 451
5,000 Fairfax County, Virginia, EDA, Resource Recovery Revenue Refunding Bonds, AMT,
Series A, 6.10% due 2/01/2011 (b) 5,361
18,400 Pocahontas Parkway Association, Virginia, Toll Road Revenue Bonds, Senior Series B,
7.35% due 8/15/2008 (j)(o) 5,078
2,185 Tobacco Settlement Financing Corporation of Virginia, Asset-Backed Revenue Bonds,
5.625% due 6/01/2015 (j) 2,447
1,095 Virginia State, HDA, Rental Housing Revenue Bonds, AMT, Series B, 5.625% due 8/01/2011 1,136
3,200 Virginia State, HDA, Revenue Bonds, AMT, Series D, 6% due 4/01/2024 3,286
Washington - 0.6% 985 Seattle, Washington, Housing Authority Revenue Bonds (Replacement Housing Project),
6.125% due 12/01/2032 996
Wisconsin - 0.9% 1,360 Wisconsin State Health and Educational Facilities Authority Revenue Bonds
(SynergyHealth Inc.), 6% due 11/15/2032 1,411
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 (c) 2,138
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 1,557
13,940 Puerto Rico Sales Tax Financing Corporation, Sales Tax Revenue Refunding Bonds,
Series A, 5.06% due 8/01/2047 (b)(o) 1,901
U.S. Virgin 2,680 Virgin Islands Government Refinery Facilities, Revenue Refunding Bonds (Hovensa
Islands - 1.7% Coker Project), AMT, 6.50% due 7/01/2021 2,845
Total Municipal Bonds (Cost - $213,300) - 136.6% 225,343
Municipal Bonds Held in Trust (n)
California - 5.7% 5,130 California Pollution Control Financing Authority, PCR, Refunding (Pacific Gas and
Electric), AMT, Series A, 5.35% due 12/01/2016 (g) 5,391
3,780 San Jose, California, Airport Revenue Refunding Bonds, Series A, 5.50% due
3/01/2032 (b) 4,000
Maryland - 4.9% 7,765 Baltimore, Maryland, Convention Center Hotel Revenue Bonds, Senior Series A, 5.25%
due 9/01/2039 (i) 8,139
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) 5,179
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 (b) 3,399
South Carolina - 5.2% 8,400 South Carolina State Ports Authority, Ports Revenue Bonds, AMT, 5.30% due 7/01/2026 (e) 8,538
Texas - 5.5% 8,730 Harris County, Texas, Toll Road Revenue Refunding Bonds, Senior Lien, Series A, 5.25%
due 8/15/2035 (e) 9,145
Total Municipal Bonds Held in Trust (Cost - $44,155) - 26.5% 43,791
Shares
Held Short-Term Securities
12 Merrill Lynch Institutional Tax-Exempt Fund, 3.32% (k)(l) 12
Total Short-Term Securities (Cost - $12) - 0.0% 12
Total Investments (Cost - $257,467*) - 163.1% 269,146
Other Assets Less Liabilities - 2.5% 4,107
Liability for Trust Certificates, Including Interest Expense Payable - (12.8%) (21,184)
Preferred Stock, at Redemption Value - (52.8%) (87,046)
-----------
Net Assets Applicable to Common Stock - 100.0% $ 165,023
===========
* The cost and unrealized appreciation (depreciation) of investments
as of October 31, 2007, as computed for federal income tax purposes,
were as follows:
Aggregate cost $ 236,632
================
Gross unrealized appreciation $ 13,016
Gross unrealized depreciation (1,504)
----------------
Net unrealized appreciation $ 11,512
================
(a) ACA Insured.
(b) AMBAC Insured.
(c) Assured Guaranty Insured.
(d) FGIC Insured.
(e) FSA Insured.
(f) GNMA Collateralized.
(g) MBIA Insured.
(h) Radian Insured.
(i) XL Capital Insured.
(j) Prerefunded.
(k) 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.
(l) Represents the current yield as of October 31, 2007.
(m) 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.
(n) 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.
(o) Represents a zero coupon bond; the interest rate shown reflects the effective
yield at the time of purchase.
(p) Non-income producing security; issuer filed for bankruptcy or is in default of
interest payments.
Item 2 - Controls and Procedures
2(a) - The registrant's principal executive and principal financial officers
or persons performing similar functions have concluded that the
registrant's disclosure controls and procedures (as defined in Rule
30a-3(c) under the Investment Company Act of 1940, as amended (the
"1940 Act")) are effective as of a date within 90 days of the filing
of this report based on the evaluation of these controls and
procedures required by Rule 30a-3(b) under the 1940 Act and Rule
13a-15(b) under the Securities and Exchange Act of 1934, as amended.
2(b) - There were no changes in the registrant's internal control over
financial reporting (as defined in Rule 30a-3(d) under the 1940 Act)
that occurred during the registrant's last fiscal quarter that have
materially affected, or are 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.
BlackRock MuniHoldings Fund II, Inc.
By: /s/ Donald C. Burke
-------------------
Donald C. Burke,
Chief Executive Officer of
BlackRock MuniHoldings Fund II, Inc.
Date: December 19, 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/ Donald C. Burke
-------------------
Donald C. Burke,
Chief Executive Officer (principal executive officer) of
BlackRock MuniHoldings Fund II, Inc.
Date: December 19, 2007
By: /s/ Neal J. Andrews
-------------------
Neal J. Andrews,
Chief Financial Officer (principal financial officer) of
BlackRock MuniHoldings Fund II, Inc.
Date: December 19, 2007