UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 40-8B25
APPLICATION FOR EXTENSION OF TIME
811-08215
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Investment Company Act File Number
BlackRock MuniHoldings Fund II, Inc.
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(exact name of registrant as specified in its charter)
Maryland 22-3559055
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
800 Scudders Mill Road
Plainsboro, New Jersey 08536
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(Address of principal executive offices) (Zip Code)
(609) 282-2800
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(Registrant's telephone number)
PART I
RULE 8b-25
The Fund files this Application for Extension of Time pursuant to Rule
8b-25 under the Investment Company Act of 1940, as amended (the "Investment
Company Act") (17 CFR 270.8b-25), respectfully requesting that the date for the
timely filing of its Quarterly Schedule of Portfolio Holdings of Registered
Management Investment Company on Form N-Q ("Form N-Q"), which is filed pursuant
to Rule 30b1-5 under the Investment Company Act, be extended from December 30,
2006 to February 28, 2007 as provided in Rule 8b-25.
Due to a recent change in the accounting interpretation of the
presentation in the Fund's financial statements, including its schedule of
portfolio holdings, of investments in tender option bonds or inverse floating
rate bonds, the Fund is not able to finalize the presentation of these
investments in its schedule of portfolio holdings for a timely filing of its
Form N-Q. The Fund's Form N-Q will be completed and filed with the Securities
and Exchange Commission as soon as practicable.
Rule 8b-25 under the Investment Company Act permits a registered
investment company to file an application for an extension of time if it is
impractical to furnish a required report. The facts and circumstances described
above clearly indicate that it is impractical for the Fund to furnish a Form N-Q
by December 30. Further, the Fund strongly believes that the requested relief is
consistent with the policies and purposes of the Investment Company Act as well
as the protection of investors.
PART II
OTHER INFORMATION
(1) Name and telephone number of person to contact with respect to this
notification:
Donald C. Burke (609) 282-7085
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(Name) (Area Code) (Telephone Number)
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SIGNATURES
The registrant has duly caused this application to be signed on its behalf
by the undersigned, thereunto duly authorized.
By: /s/ Donald C. Burke
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Donald C. Burke
Vice President and Treasurer
December 22, 2006
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