EX-99. CERT

CERTIFICATION PURSUANT TO SECTION 302
OF THE SARBANES-OXLEY ACT OF 2002


I, Terry K. Glenn, President of MuniHoldings Fund II, Inc., certify
that:

1. I have reviewed this report on Form N-CSR of MuniHoldings Fund
II, Inc.;

2. Based on my knowledge, this report does not contain any untrue
statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect
to the period covered by this report; and

3. Based on my knowledge, the financial statements, and other
financial information included in this report, fairly present in all
material respects the financial condition, results of operations,
changes in net assets, and cash flows (if the financial statements
are required to include a statement of cash flows) of the registrant
as of, and for, the periods presented in this report.


Date: March 17, 2003

               /s/ Terry K. Glenn
              Terry K. Glenn,
              President of
              MuniHoldings Fund II, Inc.




EX-99. CERT

CERTIFICATION PURSUANT TO SECTION 302
OF THE SARBANES-OXLEY ACT OF 2002


I, Donald C. Burke, Chief Financial Officer of MuniHoldings Fund II,
Inc., certify that:

1. I have reviewed this report on Form N-CSR of MuniHoldings Fund
II, Inc.;

2. Based on my knowledge, this report does not contain any untrue
statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect
to the period covered by this report; and

3. Based on my knowledge, the financial statements, and other
financial information included in this report, fairly present in all
material respects the financial condition, results of operations,
changes in net assets, and cash flows (if the financial statements
are required to include a statement of cash flows) of the registrant
as of, and for, the periods presented in this report.


Date: March 17, 2003

              /s/ Donald C. Burke
              Donald C. Burke,
              Chief Financial Officer of
              MuniHoldings Fund II, Inc.




Exhibit 99.1350CERT

Certification Pursuant to Section 906 of the Sarbanes Oxley Act


I, Terry K. Glenn, President of MuniHoldings Fund II, Inc. (the
"Fund"), certify that:

1. The N-CSR of the Fund (the "Report") fully  complies with the
requirements of Section 13(a) or 15(d) of the Securities Exchange
Act of 1934; and

2. The information contained in the Report fairly presents, in all
material respects, the financial condition and results of operations
of the Fund.


Dated: March 17, 2003

              /s/ Terry K. Glenn
              Terry K. Glenn,
              President of
              MuniHoldings Fund II, Inc.




Exhibit 99.1350CERT

Certification Pursuant to Section 906 of the Sarbanes Oxley Act


I, Donald C. Burke, Chief Financial Officer of MuniHoldings Fund II,
Inc. (the "Fund"), certify that:

1. The N-CSR of the Fund (the "Report") fully complies with the
requirements of Section 13(a) or 15(d) of the Securities Exchange
Act of 1934; and

2. The information contained in the Report fairly presents, in all
material respects, the financial condition and results of operations
of the Fund.


Dated: March 17, 2003

              /s/ Donald C. Burke
              Donald C. Burke,
              Chief Financial Officer of
              MuniHoldings Fund II, Inc.