EXHIBIT 11

                                BROWN & WOOD LLP
                             ONE WORLD TRADE CENTER
                          NEW YORK, NEW YORK 10048-0057
                             TELEPHONE: 212-839-5300
                             FACSIMILE: 212-839-5599

                                                          November 8, 1999

MuniHoldings California Insured Fund II, Inc.
800 Scudders Mill Road
Plainsboro, New Jersey  08536

Ladies and Gentlemen:

      We have acted as counsel for MuniHoldings California Insured Fund II, Inc.
(the "Fund") in connection with the proposed acquisition by the Fund of
substantially all of the assets and the assumption by the Fund of substantially
all of the liabilities of MuniHoldings California Insured Fund, Inc.,
MuniHoldings California Insured Fund III, Inc. and MuniHoldings California
Insured Fund IV, Inc. ("Target Funds "), in exchange for newly-issued shares of
common stock and auction market preferred stock ("AMPS") of the Fund
(collectively the "Reorganization"). This opinion is furnished in connection
with the Fund's Registration Statement on Form N-14 under the Securities Act of
1933, as amended (File No. 333-88367) (the "Registration Statement"), relating
to shares of common stock and AMPS of the Fund, each par value $0.10 per share
(the "Shares"), to be issued in the Reorganization.

      As counsel for the Fund, we are familiar with the proceedings taken by it
and to be taken by it in connection with the authorization, issuance and sale of
the Shares. In addition, we have examined and are familiar with the Articles of
Incorporation of the Fund, as amended and supplemented, the By-Laws of the Fund,
as amended, and such other documents as we have deemed relevant to the matters
referred to in this opinion.

      Based upon the foregoing, we are of the opinion that subsequent to the
approval of the Agreement and Plan of Reorganization between the Fund and the
Target Funds set forth in the joint proxy statement and prospectus constituting
a part of the Registration Statement (the "Proxy Statement and Prospectus"), the
Shares, upon issuance in the manner referred to in the Registration Statement,
for consideration not less than the par value thereof, will be legally issued,
fully paid and non-assessable shares of common stock or AMPS, as the case may
be, of the Fund.

      We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of our name in the Proxy Statement and
Prospectus constituting a part thereof.

                                                  Very truly yours,


                                                  /s/ Brown & Wood LLP