EXHIBIT 14(c)

                        CONSENT OF INDEPENDENT AUDITORS

We consent to the reference to our firm under the captions "The
Reorganization-Comparison of the Funds-Financial Highlights", "Selection of
Independent Auditors" and "Experts" and to the use of our report dated June 24,
1999 for MuniHoldings California Insured Fund III, Inc. included in the
Registration Statement (Form N-14 No. 333-0000) and related combined Preliminary
Proxy Statement and Prospectus of MuniHoldings California Insured Fund II, Inc.,
MuniHoldings California Insured Fund, Inc., MuniHoldings California Insured Fund
III, Inc. and MuniHoldings California Insured Fund IV, Inc. filed with the
Securities and Exchange Commission.

                                                           Ernst & Young LLP

MetroPark, New Jersey
September 27, 1999                                         /s/ Ernst & Young LLP