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 811-9191 Name of Fund: MuniHoldings Insured 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 Insured 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: 09/30/05 Date of reporting period: 04/01/05 - 06/30/05 Item 1 - Schedule of Investments MuniHoldings Insured Fund II, Inc. Schedule of Investments as of June 30, 2005 (in Thousands) Face State Amount Municipal Bonds Value Alaska - 1.3% $ 2,000 Anchorage, Alaska, Water Revenue Refunding Bonds, 6% due 9/01/2024 (a) $ 2,230 1,700 Matanuska-Susitna Boro, Alaska, GO, Series A, 6% due 3/01/2010 (d)(e) 1,918 Arkansas - 2.1% 6,105 Arkansas State Development Finance Authority, M/F Mortgage Revenue Refunding Bonds, DRIVERS, Series 964Z, 7.568% due 6/01/2010 (d)(f)(i) 6,805 California - 38.4% 5,355 California Pollution Control Financing Authority, PCR, Refunding, DRIVERS, AMT, Series 878Z, 7.566% due 12/01/2009 (d)(i) 6,395 California State, Department of Water Resources, Power Supply Revenue Bonds, Series A: 6,865 5.375% due 5/01/2017 (j) 7,611 5,400 5.25% due 5/01/2020 5,872 5,790 5.375% due 5/01/2022 6,324 4,675 California State, GO, Refunding, RIB, AMT, Series 777X, 8.15% due 12/01/2021 (d)(i) 4,917 3,000 California State Public Works Board, Lease Revenue Bonds (Department of General Services - Capitol East End Complex), Series A, 5% due 12/01/2027 (a) 3,165 2,100 California State, Various Purpose, GO, 5.50% due 4/01/2028 2,349 Cerritos, California, Community College District, GO (Election of 2004), Series A (d): 1,550 5% due 8/01/2025 1,740 1,215 5% due 8/01/2026 1,364 2,800 Compton, California, Unified School District, GO (Election of 2002), Series B, 5.50% due 6/01/2025 (d) 3,146 2,405 Dixon, California, Unified School District, GO (Election of 2002), 5.20% due 8/01/2044 (c) 2,561 East Side Union High School District, California, Santa Clara County, GO (Election of 2002), Series D (j): 2,185 5% due 8/01/2020 2,372 8,460 5% due 8/01/2029 9,026 Golden State Tobacco Securitization Corporation of California, Tobacco Settlement Revenue Bonds, Series B: 4,410 5.75% due 6/01/2022 4,752 2,700 5.375% due 6/01/2028 (b) 2,894 1,010 5.60% due 6/01/2028 1,093 Portfolio Abbreviations To simplify the listings of MuniHoldings Insured 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 FHA Federal Housing 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 S/F Single-Family VRDN Variable Rate Demand Notes MuniHoldings Insured Fund II, Inc. Schedule of Investments as of June 30, 2005 (concluded) (in Thousands) Face State Amount Municipal Bonds Value California Los Angeles, California, Unified School District, GO: (concluded) $ 3,400 (Election of 1997), Series F, 5% due 1/01/2028 (b) $ 3,631 10,110 Series A, 5% due 1/01/2028 (d) 10,797 4,240 Modesto, California, Schools Infrastructure Financing Agency, Special Tax Bonds, 5.50% due 9/01/2036 (a) 4,744 5,000 Port of Oakland, California, Revenue Refunding Bonds, AMT, Series L, 5.375% due 11/01/2027 (b) 5,361 1,500 Port of Oakland, California, Trust Receipts, Revenue Bonds, AMT, Class R, Series K, 8.582% due 11/01/2021 (b)(i) 1,751 2,985 Roseville, California, Joint Union High School District, GO (Election of 2004), Series A, 5% due 8/01/2029 (b) 3,196 2,130 Sacramento, California, City Financing Authority, Capital Improvement Revenue Bonds (911 Call Center and Other Municipal Projects), 5% due 12/01/2027 (a) 2,267 4,500 Sacramento County, California, Sanitation District Financing Authority, Revenue Refunding Bonds, Series A, 5.875% due 12/01/2027 4,602 1,250 San Francisco, California, City and County Airport Commission, International Airport, Special Facilities Lease Revenue Bonds (SFO Fuel Company LLC), AMT, Series A, 6.10% due 1/01/2020 (c) 1,351 3,800 San Jose, California, GO (Libraries, Parks and Public Safety Projects), 5% due 9/01/2030 (d) 4,046 4,620 Tustin, California, Unified School District, Senior Lien Special Tax Bonds (Community Facilities District No. 97-1), Series A, 5% due 9/01/2038 (c) 4,835 University of California Revenue Bonds (Multiple Purpose Projects), Series Q (c): 3,000 5% due 9/01/2022 3,193 6,710 5% due 9/01/2031 7,099 5,060 William S. Hart Union High School District, California, Capital Appreciation, GO (Election of 2001), Series B, 4.70% due 9/01/2023 (c) 2,216 Colorado - 3.7% Aurora, Colorado, COP (a): 3,055 5.75% due 12/01/2019 3,414 3,230 5.75% due 12/01/2020 3,596 395 Colorado HFA, Revenue Refunding Bonds (S/F Program), AMT, Senior Series A-2, 7.50% due 4/01/2031 414 4,000 Colorado Health Facilities Authority, Hospital Revenue Refunding Bonds (Poudre Valley Health Care), Series A, 5.75% due 12/01/2009 (c)(e) 4,473 Connecticut - 2.7% 8,500 Connecticut State HFA Revenue Bonds (Housing Mortgage Finance Program), AMT, Series D-2, 5.15% due 11/15/2022 (d) 8,775 Florida - 2.0% 5,500 Dade County, Florida, Water and Sewer System Revenue Bonds, 5.25% due 10/01/2021 (b) 5,787 3,670 Miami-Dade County, Florida, Special Obligation Revenue Bonds, Sub-Series A, 5.24% due 10/01/2037 (d) 701 Georgia - 1.0% 3,000 Augusta, Georgia, Water and Sewer Revenue Bonds, 5.25% due 10/01/2034 (c) 3,287 Idaho - 0.3% 905 Idaho Housing and Finance Association, S/F Mortgage Revenue Bonds, AMT, Series E, 6% due 1/01/2032 914 Illinois - 11.5% Chicago, Illinois, GO, Series A (b)(e): 18,130 6% due 7/01/2010 20,723 2,185 (Neighborhoods Alive 21 Program), 6% due 7/01/2010 2,497 3,650 Chicago, Illinois, O'Hare International Airport Revenue Bonds, DRIVERS, AMT, Series 845-Z, 9.108% due 1/01/2012 (d)(i)(j) 4,677 Lake, Cook, Kane and McHenry Counties, Illinois, Community Unit School District No. 220, GO (b): 8,035 6% due 12/01/2010 (e) 9,188 125 6% due 12/01/2020 141 Indiana - 3.2% 9,280 Shelbyville, Indiana, Elementary School Building Corporation Revenue Bonds, First Mortgage, 5.75% due 1/15/2009 (c)(e) 10,234 Kansas - 2.1% 3,510 Kansas State Development Finance Authority, Health Facilities Revenue Bonds (Sisters of Charity Leavenworth), Series J, 6.125% due 12/01/2020 3,912 2,805 Sedgwick and Shawnee Counties, Kansas, S/F Mortgage Revenue Bonds, AMT, Series A-2, 6.20% due 12/01/2033 (g)(k) 2,881 Louisiana - 0.7% 2,000 Louisiana Local Government, Environmental Facilities, Community Development Authority Revenue Bonds (Capital Projects and Equipment Acquisition), Series A, 6.30% due 7/01/2030 (a) 2,191 Massachusetts - 7.1% 5,865 Massachusetts Bay Transportation Authority, Sales Tax Revenue Refunding Bonds, Senior Series A, 5% due 7/01/2035 6,094 15,000 Massachusetts State Special Obligation Dedicated Tax Revenue Bonds, 5.25% due 1/01/2014 (b)(e) 16,811 Michigan - 2.8% 2,000 Detroit, Michigan, City School District, GO, Series A, 5.50% due 5/01/2021 (c) 2,218 1,000 Michigan State Hospital Finance Authority, Revenue Refunding Bonds (Mercy-Mount Clemens), Series A, 6% due 5/15/2014 (d) 1,107 Michigan State Strategic Fund, Limited Obligation Revenue Refunding Bonds, DRIVERS, AMT (i)(j): 2,500 Series 857Z, 8.166% due 3/01/2010 2,898 1,000 Series 858Z, 7.867% due 12/01/2011 1,175 1,500 Saint Clair County, Michigan, Economic Revenue Refunding Bonds (Detroit Edison Company), RIB, Series 282, 10.21% due 8/01/2024 (a)(i) 1,846 Minnesota - 4.4% Prior Lake, Minnesota, Independent School District Number 719, GO (c): 2,555 5.50% due 2/01/2016 2,793 1,830 5.50% due 2/01/2017 1,998 3,570 5.50% due 2/01/2018 3,898 2,840 5.50% due 2/01/2019 3,101 2,185 Sauk Rapids, Minnesota, Independent School District Number 47, GO, Series A, 5.625% due 2/01/2018 (d) 2,423 Mississippi - 0.4% 1,000 Walnut Grove, Mississippi, Correctional Authority, COP, 6% due 11/01/2009 (a)(e) 1,139 Nebraska - 1.8% Omaha Convention Hotel Corporation, Nebraska, Convention Center Revenue Bonds, First Tier, Series A (a): 1,410 5.50% due 4/01/2020 1,559 3,985 5.50% due 4/01/2022 4,405 Nevada - 3.8% 1,750 Clark County, Nevada, IDR (Power Company Project), AMT, Series A, 6.70% due 6/01/2022 (b) 1,779 240 Nevada Housing Division, S/F Mortgage Revenue Bonds, AMT, Series A-2, 6.30% due 4/01/2022 (d) 242 Truckee Meadows, Nevada, Water Authority, Water Revenue Bonds, Series A (c): 5,000 5.50% due 7/01/2018 5,540 4,445 5.50% due 7/01/2019 4,925 New Jersey - 9.4% New Jersey EDA, Cigarette Tax Revenue Bonds: 8,590 5.75% due 6/15/2029 9,295 6,200 5.75% due 6/15/2034 6,965 11,000 New Jersey EDA, Motor Vehicle Surcharge Revenue Bonds, Series A, 5.25% due 7/01/2033 (d) 12,022 2,135 New Jersey EDA, School Facility Construction, Revenue Refunding Bonds, Series K, 5.25% due 12/15/2017 (b) 2,414 New Mexico - 1.6% 5,000 Farmington, New Mexico, PCR, Refunding (Public Service Company of San Juan), Series C, 5.70% due 12/01/2016 (a) 5,289 New York - 16.3% 1,940 Metropolitan Transportation Authority, New York, Revenue Bonds, Series B, 5% due 11/15/2030 (a) 2,091 14,000 Nassau Health Care Corporation, New York, Health System Revenue Bonds, 5.75% due 8/01/2009 (c)(e) 15,766 5,000 New York City, New York, GO, Refunding, Series G, 5.75% due 2/01/2006 (c) 5,160 5,570 New York City, New York, Sales Tax Asset Receivable Corporation Revenue Bonds, Series A, 5.25% due 10/15/2027 (a) 6,160 4,345 New York State Dormitory Authority Revenue Bonds (School Districts Financing Program), Series D, 5.25% due 10/01/2023 (d) 4,767 1,280 New York State Dormitory Authority, Revenue Refunding Bonds (School Districts Bond Financing Program), Series A, 5% due 4/01/2016 (d) 1,412 200 New York State Local Government Assistance Corporation, Revenue Refunding Bonds, Sub-Lien, VRDN, Series A-5V, 2.10% due 4/01/2020 (c)(h) 200 Tobacco Settlement Financing Corporation of New York Revenue Bonds: 2,000 Series A-1, 5.25% due 6/01/2021 (a) 2,191 7,850 Series C-1, 5.50% due 6/01/2017 8,678 3,000 Series C-1, 5.50% due 6/01/2021 3,324 3,000 West Islip, New York, Union Free School District, GO, Refunding, 5% due 10/01/2018 (c) 3,314 North Carolina - 0.5% 1,445 North Carolina, HFA, Home Ownership Revenue Bonds, AMT, Series 14-A, 5.35% due 1/01/2022 (a) 1,509 North Dakota - 0.7% 2,200 Oliver County, North Dakota, PCR, Refunding (Square Butte Electric Cooperative), Series A, 5.30% due 1/01/2027 (a) 2,350 Ohio - 0.9% 1,745 Aurora, Ohio, City School District, COP, 6.10% due 12/01/2009 (d)(e) 1,983 1,000 Kent State University, Ohio, University Revenue Bonds, 6% due 5/01/2024 (a) 1,124 Oklahoma - 1.7% 3,385 Claremore, Oklahoma, Public Works Authority, Capital Improvement Revenue Refunding Bonds, Series A, 5.25% due 6/01/2027 (c) 3,732 1,700 Oklahoma State Industries Authority, Revenue Refunding Bonds (Integris Baptist), VRDN, Series B, 2.50% due 8/15/2029 (d)(h) 1,700 Pennsylvania - 9.8% 5,525 Lehigh County, Pennsylvania, IDA, PCR, Refunding (Pennsylvania Power and Light Utilities Corporation Project), 4.75% due 2/15/2027 (b) 5,710 5,600 Lycoming County, Pennsylvania, College Authority Revenue Bonds (Pennsylvania College of Technology), 5.25% due 7/01/2007 (d)(e) 5,907 6,435 Pennsylvania State Higher Educational Facilities Authority, State System of Higher Education Revenue Bonds, Series O, 5.125% due 6/15/2024 (a) 6,661 10,565 Philadelphia, Pennsylvania, Water and Wastewater Revenue Bonds, Series A, 5% due 7/01/2027 (c) 11,348 2,090 Washington County, Pennsylvania, Capital Funding Authority Revenue Bonds (Capital Projects and Equipment Program), 6.15% due 12/01/2029 (a) 2,231 Rhode Island - 3.5% 5,555 Providence, Rhode Island, Redevelopment Agency Revenue Refunding Bonds (Public Safety and Municipal Buildings), Series A, 5.75% due 4/01/2010 (a)(e) 6,264 4,685 Rhode Island State Health and Educational Building Corporation Revenue Bonds (Rhode Island School of Design), Series D, 5.50% due 8/15/2031 (j) 5,221 South Carolina - 0.8% 2,490 South Carolina Housing Finance and Development Authority, Mortgage Revenue Refunding Bonds, AMT, Series A-2, 6.35% due 7/01/2019 (c) 2,546 Tennessee - 2.0% 3,500 Metropolitan Government of Nashville and Davidson County, Tennessee, Health and Education Facilities Board, Revenue Refunding Bonds (Ascension Health Credit), Series A, 5.875% due 11/15/2009 (a)(e) 3,933 1,080 Tennessee HDA, Revenue Bonds (Homeownership Program), AMT, Series 2C, 6% due 7/01/2011 1,110 1,515 Tennessee HDA, Revenue Refunding Bonds (Homeownership Program), AMT, Series 1, 6.05% due 7/01/2014 (d) 1,545 Texas - 9.6% 3,750 Austin, Texas, Convention Center Revenue Bonds (Convention Enterprises Inc.), Trust Certificates, Second Tier, Series B, 6% due 1/01/2023 4,055 8,000 Dallas-Fort Worth, Texas, International Airport Revenue Bonds, DRIVERS, AMT, Series 778-Z, 8.108% due 11/01/2011 (d)(i) 9,332 Dallas-Fort Worth, Texas, International Airport Revenue Refunding and Improvement Bonds, AMT, Series A (b): 1,835 5.875% due 11/01/2017 2,046 2,150 5.875% due 11/01/2018 2,398 2,390 5.875% due 11/01/2019 2,665 El Paso, Texas, Water and Sewer Revenue Refunding and Improvement Bonds, Series A (c): 115 6% due 3/01/2015 133 170 6% due 3/01/2016 196 180 6% due 3/01/2017 208 4,873 Houston, Texas, Community College System, Participation Interests, COP (Alief Center Project), 5.75% due 8/15/2022 (d) 5,282 1,850 Midland, Texas, Certificates of Obligation, GO, 6.10% due 3/01/2027 (b) 2,055 2,650 Waskom, Texas, Independent School District, GO (School Building), 5.25% due 2/15/2035 (c) 2,888 Utah - 2.5% 100 Emery County, Utah, PCR, Refunding (PacifiCorp Projects), VRDN, 2.50% due 11/01/2024 (a)(h) 100 2,400 Salt Lake City, Utah, Municipal Building Authority, Lease Revenue Refunding Bonds (Municipal Improvements and Refunding Project), Series A, 5.40% due 10/15/2009 (a)(e) 2,652 Weber County, Utah, Municipal Building Authority, Lease Revenue Refunding Bonds (d): 610 5.75% due 12/15/2007 (e) 659 4,390 5.75% due 12/15/2019 4,716 Virginia - 0.4% 1,185 Virginia State, HDA, Commonwealth Mortgage Revenue Bonds, Series J, Sub-Series J-1, 5.20% due 7/01/2019 (d) 1,195 Washington - 6.9% 6,885 Bellevue, Washington, GO, Refunding, 5.50% due 12/01/2039 (d) 7,732 3,840 Chelan County, Washington, Public Utility District Number 001, Consolidated Revenue Bonds (Chelan Hydro System), AMT, Series A, 5.45% due 7/01/2037 (a) 4,106 3,445 Lewis County, Washington, GO, Refunding, 5.75% due 12/01/2024 (a) 3,786 2,500 Seattle, Washington, Municipal Light and Power Revenue Bonds, 6% due 10/01/2009 (d)(e) 2,817 3,500 Seattle, Washington, Water System Revenue Bonds, Series B, 6% due 7/01/2029 (b) 3,865 West Virginia - 2.0% 6,210 West Virginia State Housing Development Fund, Housing Finance Revenue Refunding Bonds, Series D, 5.20% due 11/01/2021 (d) 6,472 Wisconsin - 0.2% 750 Wisconsin State Health and Educational Facilities Authority Revenue Bonds (Blood Center of Southeastern Wisconsin Project), 5.75% due 6/01/2034 808 Puerto Rico - 2.0% 6,225 Puerto Rico Commonwealth, Public Improvement, GO, 5.125% due 7/01/2030 (c) 6,657 Total Municipal Bonds (Cost - $489,495) - 160.1% 520,124 Shares Held Short-Term Securities 1,489 Merrill Lynch Institutional Tax-Exempt Fund (l) 1,489 Total Short-Term Securities (Cost - $1,489) - 0.5% 1,489 Total Investments (Cost - $490,984*) - 160.6% 521,613 Other Assets Less Liabilities - 2.4% 7,699 Preferred Stock, at Redemption Value - (63.0%) (204,547) ----------- Net Assets Applicable to Common Stock - 100.0% $ 324,765 =========== * The cost and unrealized appreciation (depreciation) of investments as of June 30, 2005, as computed for federal income tax purposes, were as follows: Aggregate cost $ 491,090 =============== Gross unrealized appreciation $ 30,756 Gross unrealized depreciation (233) --------------- Net unrealized appreciation $ 30,523 =============== (a) AMBAC Insured. (b) FGIC Insured. (c) FSA Insured. (d) MBIA Insured. (e) Prerefunded. (f) FHA Insured. (g) FNMA Collateralized. (h) 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. (i) The rate disclosed is that currently in effect. This rate changes periodically and inversely based upon prevailing market rates. (j) XL Capital Insured. (k) GNMA Collateralized. (l) 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 (14,700) $ 63 Financial futures contracts sold as of June 30, 2005 were as follows: (in Thousands) Number of Face Unrealized Contracts Issue Expiration Date Value Depreciation 500 10-Year U.S. Treasury Bond September 2005 $56,170 $(564) 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 Insured Fund II, Inc. By: /s/ Robert C. Doll, Jr. ---------------------------- Robert C. Doll, Jr., Chief Executive Officer MuniHoldings Insured Fund II, Inc. Date: August 19, 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 Insured Fund II, Inc. Date: August 19, 2005 By: /s/ Donald C. Burke ---------------------------- Donald C. Burke Chief Financial Officer MuniHoldings Insured Fund II, Inc. Date: August 19, 2005