UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-CSRS CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT INVESTMENT COMPANIES Investment Company Act file number 811-8707 Name of Fund: MuniHoldings Insured Fund, Inc. Fund Address: P.O. Box 9011 Princeton, NJ 08543-9011 Name and address of agent for service: Terry K. Glenn, President, MuniHoldings Insured Fund, 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: 04/30/05 Date of reporting period: 05/01/04 - 10/31/04 Item 1 - Report to Stockholders (BULL LOGO) Merrill Lynch Investment Managers www.mlim.ml.com MuniHoldings Insured Fund, Inc. Semi-Annual Report October 31, 2004 MuniHoldings Insured Fund, Inc. seeks to provide shareholders with current income exempt from federal income taxes by investing primarily in a portfolio of long-term, investment grade municipal obligations the interest on which, in the opinion of bond counsel to the issuer, is exempt from federal income taxes. Under normal circumstances, the Fund invests at least 80% of its total assets in municipal bonds that are covered by insurance. This report, including the financial information herein, is transmitted to shareholders of MuniHoldings Insured Fund, Inc. for their information. It is not a prospectus. Past performance results shown in this report should not be considered a representation of future performance. The Fund has leveraged its Common Stock and intends to remain leveraged by issuing Preferred Stock to provide the Common Stock shareholders with a potentially higher rate of return. Leverage creates risks for Common Stock shareholders, including the likelihood of greater volatility of net asset value and market price of shares of the Common Stock, and the risk that fluctuations in the short-term dividend rates of the Preferred Stock may affect the yield to Common Stock shareholders. Statements and other information herein are as dated and are subject to change. A description of the policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio securities is available (1) without charge, upon request, by calling toll-free 1-800-MER-FUND (1-800-637-3863); (2) at www.mutualfunds.ml.com; and (3) on the Securities and Exchange Commission's Web site at http://www.sec.gov. Information about how the Fund voted proxies relating to securities held in the Fund's portfolio during the most recent 12-month period ended June 30 is available (1) at www.mutualfunds.ml.com; and (2) on the Securities and Exchange Commission's Web site at http://www.sec.gov. MuniHoldings Insured Fund, Inc. Box 9011 Princeton, NJ 08543-9011 (GO PAPERLESS LOGO) It's Fast, Convenient, & Timely! To sign up today, go to www.icsdelivery.com/live. MuniHoldings Insured Fund, Inc. The Benefits and Risks of Leveraging MuniHoldings Insured Fund, Inc. utilizes leveraging to seek to enhance the yield and net asset value of its Common Stock. However, these objectives cannot be achieved in all interest rate environments. To leverage, the Fund issues Preferred Stock, which pays dividends at prevailing short-term interest rates, and invests the proceeds in long-term municipal bonds. The interest earned on these investments is paid to Common Stock shareholders in the form of dividends, and the value of these portfolio holdings is reflected in the per share net asset value of the Fund's Common Stock. However, in order to benefit Common Stock shareholders, the yield curve must be positively sloped; that is, short-term interest rates must be lower than long-term interest rates. At the same time, a period of generally declining interest rates will benefit Common Stock shareholders. If either of these conditions change, then the risks of leveraging will begin to outweigh the benefits. To illustrate these concepts, assume a fund's Common Stock capitalization of $100 million and the issue of Preferred Stock for an additional $50 million, creating a total value of $150 million available for investment in long-term municipal bonds. If prevailing short-term interest rates are approximately 3% and long-term interest rates are approximately 6%, the yield curve has a strongly positive slope. The fund pays dividends on the $50 million of Preferred Stock based on the lower short-term interest rates. At the same time, the fund's total portfolio of $150 million earns the income based on long-term interest rates. Of course, increases in short-term interest rates would reduce (and even eliminate) the dividends on the Common Stock. In this case, the dividends paid to Preferred Stock shareholders are significantly lower than the income earned on the fund's long-term investments, and therefore the Common Stock shareholders are the beneficiaries of the incremental yield. However, if short-term interest rates rise, narrowing the differential between short-term and long-term interest rates, the incremental yield pickup on the Common Stock will be reduced or eliminated completely. At the same time, the market value on the fund's Common Stock (that is, its price as listed on the New York Stock Exchange), may, as a result, decline. Furthermore, if long-term interest rates rise, the Common Stock's net asset value will reflect the full decline in the price of the portfolio's investments, since the value of the fund's Preferred Stock does not fluctuate. In addition to the decline in net asset value, the market value of the fund's Common Stock may also decline. As a part of its investment strategy, the Fund may invest in certain securities whose potential income return is inversely related to changes in a floating interest rate ("inverse floaters"). In general, income on inverse floaters will decrease when short-term interest rates increase and increase when short-term interest rates decrease. Investments in inverse floaters may be characterized as derivative securities and may subject the Fund to the risks of reduced or eliminated interest payments and losses of invested principal. In addition, inverse floaters have the effect of providing investment leverage and, as a result, the market value of such securities will generally be more volatile than that of fixed-rate, tax-exempt securities. To the extent the Fund invests in inverse floaters, the market value of the Fund's portfolio and the net asset value of the Fund's shares may also be more volatile than if the Fund did not invest in these securities. As of October 31, 2004, the percentage of the Fund's total net assets invested in inverse floaters was .60%, before the deduction of Preferred Stock. Swap Agreements The Fund may also invest in swap agreements, which are over-the- counter contracts in which one party agrees to make periodic payments based on the change in market value of a specified bond, basket of bonds, or index in return for periodic payments based on a fixed or variable interest rate or the change in market value of a different bond, basket of bonds or index. Swap agreements may be used to obtain exposure to a bond or market without owning or taking physical custody of securities. Swap agreements involve the risk that the party with whom the Fund has entered into the swap will default on its obligation to pay the Fund and the risk that the Fund will not be able to meet its obligations to pay the other party to the agreement. MUNIHOLDINGS INSURED FUND, INC., OCTOBER 31, 2004 A Letter From the President Dear Shareholder As we ended the current reporting period, the financial markets were facing a number of uncertainties. At the top of investors' minds were questions about economic expansion, corporate earnings, interest rates and inflation, politics, oil prices and terrorism. After benefiting from aggressive monetary and fiscal policy stimulus, some fear the U.S. economy has hit a "soft patch." In fact, economic expansion has slowed somewhat in recent months, but we believe it is easing into a pace of growth that is sustainable and healthy. The favorable economic environment has served to benefit American corporations, which have continued to post strong earnings. Although the most impressive results were seen earlier in the year, solid productivity, improved revenue growth and cost discipline all point to a vital corporate sector. In terms of inflation and interest rates, the Federal Reserve Board (the Fed) has signaled its confidence in the economic recovery by increasing the Federal Funds target rate four times in the past several months, from 1% to 2% as of the November 10 Federal Open Market Committee meeting. Inflation, for its part, has remained in check. Investors and economists are focused on how quickly Fed policy will move from here. With the presidential election now behind us, any politically provoked market angst should subside to some extent. The effect of oil prices, however, is more difficult to predict. At around $50 per barrel, the price of oil is clearly a concern. However, on an inflation-adjusted basis and considering modern usage levels, the situation is far from the crisis proportions we saw in the 1980s. Finally, although terrorism and geopolitical tensions are realities we are forced to live with today, history has shown us that the financial effects of any single event tend to be short-lived. Amid the uncertainty, the Lehman Brothers Municipal Bond Index posted a 12-month return of +6.03% and a six-month return of +4.79% as of October 31, 2004. Long-term bond yields were slightly lower at October 31, 2004 than they were a year earlier. As always, our investment professionals are closely monitoring the markets, the economy and the overall environment in an effort to make well-informed decisions for the portfolios they manage. For the individual investor, the key during uncertain times is to remain focused on the big picture. Investment success comes not from reacting to short-term volatility, but from maintaining a long-term perspective and adhering to the disciplines of asset allocation, diversification and rebalancing. We encourage you to work with your financial advisor to ensure these time-tested techniques are incorporated into your investment plan. We thank you for trusting Merrill Lynch Investment Managers with your investment assets, and we look forward to serving you in the months and years ahead. Sincerely, (Terry K. Glenn) Terry K. Glenn President and Director MUNIHOLDINGS INSURED FUND, INC., OCTOBER 31, 2004 A Discussion With Your Fund's Portfolio Manager The Fund was able to outperform its comparable Lipper category average over the past six months, as we continued to focus on preserving net asset value and providing a competitive yield. Describe the recent market environment relative to municipal bonds. Long-term bond yields declined sharply during the past six months, while bond prices, which move in the opposite direction, rose. Somewhat surprisingly, these gains came as the U.S. economy continued to improve. In June, the Federal Reserve Board (the Fed) raised its short-term interest rate target to 1.25%, its first rate increase in more than four years. In an accompanying statement, however, the Fed made it clear that it planned to pursue a "measured" series of interest rate hikes. The prospect for a moderate sequence of interest rate hikes supported higher bond prices (and lower yields) for the remainder of the six-month period, despite additional Fed interest rate increases in August and September. By October 31, 2004, the 30-year Treasury bond yield stood at 4.79%, 50 basis points (.50%) lower than six months earlier. The yield on the 10-year U.S. Treasury note was 4.02%, 48 basis points lower. In the tax-exempt market, yields on long-term revenue bonds, as measured by the Bond Buyer Revenue Bond Index, fell 31 basis points during the past six months. According to Municipal Market Data, yields on AAA-rated issues maturing in 30 years declined 33 basis points to 4.60%. Yields on 10-year AAA-rated issues fell 56 basis points to 3.40%. More than $190 billion in new long-term tax-exempt bonds was issued in the past six months, a decline of nearly 8% compared to the same period a year ago. The declining supply amid favorable demand allowed tax-exempt bond prices to register significant gains in the past six months, performing in line with their taxable counterparts. We expect new municipal issuance to be manageable for the rest of 2004, which should continue to support the tax-exempt market's favorable technical position. Long-term tax-exempt bond yields have continued to be between 88% and 93% of equivalent Treasury bond yields, above their recent historic average of 85% to 88%. These attractive yield ratios should continue to attract traditional and non-traditional investors to the municipal market, and allow tax-exempt bonds to outperform their taxable counterparts in the coming months. How did the Fund perform during the period in light of the existing market conditions? For the six-month period ended October 31, 2004, the Common Stock of MuniHoldings Insured Fund, Inc. had net annualized yields of 6.22% and 6.50%, based on a period-end per share net asset value of $14.55 and a per share market price of $13.92, respectively, and $.456 per share income dividends. Over the same period, the total investment return on the Fund's Common Stock was +6.66%, based on a change in per share net asset value from $14.12 to $14.55, and assuming reinvestment of ordinary income dividends. The Fund's total return, based on net asset value, surpassed its comparable Lipper category of Insured Municipal Debt Funds (Leveraged), which had an average return of +6.32% for the six-month period. (Funds in this Lipper category invest primarily in municipal debt issues insured as to timely payment. These funds can be leveraged via use of debt, preferred equity and/or reverse repurchase agreements.) Performance over the past six months was supported by our avoidance of the most volatile portions of the yield curve. In particular, we steered away from bonds with maturities of 10 years and shorter and emphasized 20-year and longer bonds. This approach shielded the portfolio from much of the market's volatility while also helping to augment yield. MUNIHOLDINGS INSURED FUND, INC., OCTOBER 31, 2004 For a description of the Fund's total investment return based on a change in the per share market value of the Fund's Common Stock (as measured by the trading price of the Fund's shares on the New York Stock Exchange), and assuming reinvestment of dividends, please refer to the Financial Highlights section of this report. As a closed-end fund, the Fund's shares may trade in the secondary market at a premium or discount to the Fund's net asset value. As a result, total investment returns based on changes in the market value of the Fund's Common Stock can vary significantly from total investment returns based on changes in the Fund's net asset value. What changes were made to the portfolio during the period? Throughout the period, we continued to focus on securities that we felt represented the best relative value in the insured municipal marketplace. In our view, tax-exempt New Jersey bonds provided one such investment opportunity as an increase in supply caused a temporarily weak technical market. In addition, we began to shift our focus further out on the municipal yield curve - a graphical representation of the yields offered by bonds of similar quality but varying maturities - during the period. As the curve steepened significantly in the 15- to 30-year range, we sought to take advantage of the situation by investing in bonds with slightly longer maturities. In particular, we emphasized bonds with maturities between 23 and 26 years, an area of the curve we thought offered particular value. At the same time, we de-emphasized shorter bonds, which we believed would encounter more challenging performance ahead. For the six-month period ended October 31, 2004, the Fund's Auction Market Preferred Stock (AMPS) had an average yield of 1.15% for Series A and 1.17% for Series B. These attractive funding levels, in combination with a positively sloped yield curve, continued to provide a generous income benefit to the Common Stock shareholder from the leveraging of Preferred Stock. While the Fed is likely to continue raising short-term interest rates, the increases are expected to be gradual and should not have an immediate material impact on the positive advantage leverage has had on the Fund's Common Stock yield. However, should the spread between short-term and long-term interest rates narrow, the benefits of leveraging will decline and, as a result, reduce the yield on the Fund's Common Stock. At the end of the period, the Fund's leverage amount, due to AMPS, was 41.71% of total net assets. (For a more complete explanation of the benefits and risks of leveraging, see page 2 of this report to shareholders.) How would you characterize the Fund's position at the close of the period? At period end, the portfolio was fully invested and, in anticipation of higher interest rates, defensively positioned. We continue to emphasize a competitive yield and preservation of the portfolio's net asset value. While we have begun to restructure the portfolio with bonds offering slightly longer maturity dates, those securities added in recent months have tended to be premium-coupon bonds with defensive characteristics. Such a defensive posture has enabled the Fund to increase its yield-generation potential while helping to insulate it from the volatility expected to accompany a rising interest rate environment. Robert A. DiMella, CFA Vice President and Portfolio Manager November 11, 2004 MUNIHOLDINGS INSURED FUND, INC., OCTOBER 31, 2004 Proxy Results During the six-month period ended October 31, 2004, MuniHoldings Insured Fund, Inc.'s Common Stock shareholders voted on the following proposal. The proposal was approved at a shareholders' meeting on August 25, 2004. A description of the proposal and number of shares voted are as follows: Shares Voted Shares Withheld For From Voting 1. To elect the Fund's Directors: Terry K. Glenn 11,924,415 790,827 Cynthia A. Montgomery 11,920,975 794,267 Kevin A. Ryan 11,915,738 799,504 Roscoe S. Suddarth 11,923,177 792,065 Edward D. Zinbarg 11,920,760 794,482 During the six-month period ended October 31, 2004, MuniHoldings Insured Fund, Inc.'s Preferred Stock (Series A & B) shareholders voted on the following proposal. The proposal was approved at a shareholders' meeting on August 25, 2004. A description of the proposal and number of shares voted are as follows: Shares Voted Shares Withheld For From Voting 1. To elect the Fund's Board of Directors: Terry K. Glenn, Ronald W. Forbes, Cynthia A. Montgomery, Kevin A. Ryan, Roscoe S. Suddarth, Richard R. West and Edward D. Zinbarg 5,341 18 Quality Profile The quality ratings of securities in the Fund as of October 31, 2004 were as follows: Percent of Total S&P Rating/Moody's Rating Investments AAA/Aaa 87.7% AA/Aa 4.6 A/A 5.5 BBB/Baa 1.5 Other* 0.7 * Includes portfolio holdings in short-term investments. MUNIHOLDINGS INSURED FUND, INC., OCTOBER 31, 2004 Schedule of Investments (In Thousands) S&P Moody's Face State Ratings Ratings Amount Municipal Bonds Value Arkansas--1.2% NR* Aaa $ 1,930 University of Arkansas, University Revenue Bonds (Fayetteville Campus), 5.50% due 12/01/2018 (c) $ 2,199 California--25.1% AAA Aaa 3,500 California Pollution Control Financing Authority, PCR, Refunding (Pacific Gas & Electric), AMT, Series A, 5.35% due 12/01/2016 (b) 3,803 California State Department of Water Resources, Power Supply Revenue Bonds, Series A: AAA Aaa 4,000 5.375% due 5/01/2017 (d) 4,449 BBB+ A2 3,400 5.25% due 5/01/2020 3,676 A A3 1,300 California State, Various Purpose, GO, 5.50% due 4/01/2028 1,405 Golden State Tobacco Securitization Corporation of California, Tobacco Settlement Revenue Bonds, Series B: A- Baa1 2,000 5.50% due 6/01/2018 2,077 A- Baa1 5,000 5.75% due 6/01/2022 5,283 AAA Aaa 1,600 5.375% due 6/01/2028 (c) 1,689 AAA Aaa 5,305 Industry, California, Urban Development Agency, Tax Allocation Bonds (Civic-Recreational-Industrial Redevelopment Project No. 1), Series B, 5% due 5/01/2019 (b) 5,691 AAA Aaa 5,780 Los Angeles, California, Unified School District, GO, Series A, 5% due 1/01/2028 (b) 5,981 AAA Aaa 2,565 Modesto, California, Schools Infrastructure Financing Agency, Special Tax Bonds, 5.50% due 9/01/2036 (a) 2,797 AA Aa3 1,750 Sacramento County, California, Sanitation District Financing Authority Revenue Refunding Bonds, RIB, Series 366, 9.692% due 12/01/2027 (h) 1,927 San Pablo, California, Joint Powers Financing Authority, Tax Allocation Revenue Refunding Bonds (b): AAA Aaa 2,635 5.66%** due 12/01/2024 913 AAA Aaa 2,355 5.66%** due 12/01/2025 765 AAA Aaa 2,355 5.66%** due 12/01/2026 717 AAA Aaa 2,000 University of California Revenue Bonds (Multiple Purpose Projects), Series Q, 5% due 9/01/2022 (f) 2,112 AAA Aaa 3,480 West Contra Costa, California, Unified School District, GO, Series C, 5% due 8/01/2021 (c) 3,696 Colorado--6.5% Aurora, Colorado, COP (a): AAA Aaa 2,440 5.75% due 12/01/2015 2,792 AAA Aaa 2,560 5.75% due 12/01/2016 2,925 AAA Aaa 2,730 5.75% due 12/01/2017 3,112 AAA Aaa 2,890 5.75% due 12/01/2018 3,295 Connecticut--8.9% Connecticut State HFA Revenue Bonds (Housing Mortgage Finance Program), AMT, Series D-2: AAA Aaa 8,000 5.15% due 11/15/2022 (b) 8,283 AAA Aaa 3,170 5.30% due 5/15/2033 3,195 AA Baa3 4,710 Connecticut State Health and Educational Facilities Authority Revenue Refunding Bonds (University of Hartford), Series E, 5.50% due 7/01/2022 (e) 5,113 Florida--3.4% AAA Aaa 3,500 Dade County, Florida, Water and Sewer System Revenue Bonds, 5.25% due 10/01/2021 (c) 3,760 NR* Aaa 2,500 Escambia County, Florida, Health Facilities Authority, Health Facility Revenue Bonds (Florida Health Care Facility Loan), 5.95% due 7/01/2020 (a) 2,562 Illinois--16.3% Chicago, Illinois, GO (c): AAA Aaa 5,000 5.50% due 1/01/2021 5,474 AAA Aaa 2,790 Series A, 6% due 1/01/2018 3,214 AAA Aaa 2,000 Series A, 6% due 1/01/2019 2,304 AAA Aaa 3,175 Series A, 6% due 1/01/2020 3,663 Portfolio Abbreviations To simplify the listings of MuniHoldings Insured Fund, Inc.'s portfolio holdings in the Schedule of Investments, we have abbreviated the names of many of the securities according to the list at right. AMT Alternative Minimum Tax (subject to) COP Certificates of Participation EDA Economic Development Authority GO General Obligation Bonds HDA Housing Development Authority HFA Housing Finance Agency PCR Pollution Control Revenue Bonds RIB Residual Interest Bonds MUNIHOLDINGS INSURED FUND, INC., OCTOBER 31, 2004 Schedule of Investments (continued) (In Thousands) S&P Moody's Face State Ratings Ratings Amount Municipal Bonds Value Illinois Chicago, Illinois, O'Hare International Airport Revenue (concluded) Bonds, 3rd Lien, AMT, Series B-2: AAA Aaa $ 1,800 5.75% due 1/01/2023 (f) $ 1,974 AAA Aaa 4,300 6% due 1/01/2029 (d) 4,763 AAA Aaa 3,500 Chicago, Illinois, Parking District, GO, Series A, 5.75% due 1/01/2017 (c) 3,948 AAA Aaa 4,500 Illinois State, GO, First Series, 6% due 1/01/2018 (c) 5,101 AAA Aaa 45 Lake, Cook, Kane, and McHenry Counties, Illinois, Community United School District, GO, 5.75% due 12/01/2019 (c) 51 Kentucky--2.6% AAA Aaa 4,380 Fayette County, Kentucky, School District Finance Corporation, School Building Revenue Bonds, 5.50% due 9/01/2019 (b) 4,911 Massachusetts-- AAA Aaa 65 Massachusetts State, GO, Refunding, Series D, 5.375% due 4.2% 8/01/2012 (b)(g) 74 AAA Aaa 2,440 Massachusetts State HFA, Rental Housing Mortgage Revenue Bonds, AMT, Series C, 5.50% due 7/01/2032 (f) 2,528 AAA Aaa 5,000 Massachusetts State Special Obligation Dedicated Tax Revenue Bonds, 5.25% due 1/01/2025 (c) 5,360 Michigan--4.7% AAA Aaa 2,035 Boyne City, Michigan, Public School District, GO, 5.75% due 5/01/2009 (c)(g) 2,274 Michigan State Strategic Fund, Limited Obligation Revenue Refunding Bonds, AMT (d): AAA Aaa 1,200 (Detroit Edison Company Project), Series A, 5.50% due 6/01/2030 1,268 AAA Aaa 3,500 (Detroit Edison Company Project), Series C, 5.65% due 9/01/2029 3,700 AAA Aaa 1,500 (Detroit Edison Pollution), Series B, 5.65% due 9/01/2029 1,586 Minnesota--2.4% NR* Aaa 4,015 Sauk Rapids, Minnesota, Independent School District Number 47, GO, Series A, 5.65% due 2/01/2019 (b) 4,525 Mississippi--0.7% BBB- Ba1 1,250 Mississippi Business Finance Corporation, Mississippi, PCR, Refunding (System Energy Resources Inc. Project), 5.875% due 4/01/2022 1,254 Missouri--7.8% AAA Aaa 2,000 Cape Girardeau, Missouri, School District Number 063, GO (Missouri Direct Deposit Program), 5.50% due 3/01/2018 (c) 2,218 Mehlville, Missouri, School District Number R-9, COP (f): AAA Aaa 1,570 (Missouri Capital Improvement Projects), 5.50% due 9/01/2015 1,786 AAA Aaa 2,610 (Missouri Capital Improvement Projects), 5.50% due 9/01/2018 2,957 AAA Aaa 1,925 Series A, 5.50% due 3/01/2014 2,174 AAA Aaa 2,175 Series A, 5.50% due 3/01/2015 2,428 AAA Aaa 1,170 Series A, 5.50% due 3/01/2016 1,303 AAA Aaa 1,500 Series A, 5.50% due 3/01/2017 1,670 Nebraska--2.1% Omaha Convention Hotel Corporation, Nebraska, Convention Center Revenue Bonds, First Tier, Series A (a): AAA Aaa 1,585 5.50% due 4/01/2020 1,781 AAA Aaa 2,000 5.50% due 4/01/2021 2,238 Nevada--2.4% AAA Aaa 4,000 Las Vegas, Nevada, New Convention and Visitors Authority Revenue Bonds, 5.75% due 7/01/2018 (a) 4,520 New Jersey--9.4% New Jersey EDA, Cigarette Tax Revenue Bonds: BBB Baa2 2,795 5.75% due 6/15/2029 2,866 AAA Aa2 3,800 5.75% due 6/15/2034 4,109 AAA Aaa 6,700 New Jersey EDA, Motor Vehicle Surcharge Revenue Bonds, Series A, 5.25% due 7/01/2033 (b) 7,117 AAA Aaa 3,000 New Jersey State Transportation Trust Fund Authority, Transportation System Revenue Refunding Bonds, Series B, 6% due 12/15/2011 (b)(g) 3,554 New York--27.7% AAA Aaa 10,000 Nassau Health Care Corporation, New York, Health System Revenue Bonds, 5.75% due 8/01/2009 (f)(g) 11,571 New York City, New York, GO, Refunding: AAA Aaa 3,090 Series C, 5.875% due 8/01/2006 (b)(g) 3,350 AAA Aaa 3,160 Series C, 5.875% due 2/01/2016 (b) 3,418 AAA Aaa 7,500 Series G, 5.75% due 2/01/2006 (f)(g) 7,955 AAA Aaa 7,085 New York City, New York, GO, Series G, 5.75% due 10/15/2012 (f) 7,799 MUNIHOLDINGS INSURED FUND, INC., OCTOBER 31, 2004 Schedule of Investments (continued) (In Thousands) S&P Moody's Face State Ratings Ratings Amount Municipal Bonds Value New York AAA Aaa $ 3,850 New York City, New York, Sales Tax Asset Receivable (concluded) Corporation Revenue Bonds, Series A, 5.25% due 10/15/2027 (a) $ 4,137 AAA Aaa 2,645 New York State Dormitory Authority Revenue Bonds (School Districts Financing Program), Series D, 5.25% due 10/01/2023 (b) 2,843 Tobacco Settlement Financing Corporation of New York Revenue Bonds: AAA Aaa 3,000 Series A-1, 5.25% due 6/01/2022 (a) 3,229 AA- A3 4,900 Series C-1, 5.50% due 6/01/2017 5,363 AA- A3 2,000 Series C-1, 5.50% due 6/01/2021 2,187 Ohio--1.2% AAA Aaa 2,070 Columbus, Ohio, City School District, School Facilities Construction and Improvement, GO, 5.25% due 12/01/2028 (f) 2,208 Oregon--0.8% NR* Aaa 1,400 Portland, Oregon, Urban Renewal and Redevelopment Tax Allocation Bonds (Oregon Convention Center), Series A, 5.75% due 6/15/2015 (a) 1,597 Pennsylvania-- NR* Aaa 3,900 Pennsylvania State Higher Educational Facilities Authority, 11.5% State System of Higher Education Revenue Bonds, Series O, 5.125% due 6/15/2024 (a) 4,110 AAA Aaa 6,045 Philadelphia, Pennsylvania, Airport Revenue Bonds (Philadelphia Airport System), AMT, Series B, 5.50% due 6/15/2017 (c) 6,464 AAA Aaa 4,930 Philadelphia, Pennsylvania, School District, GO, Series A, 5.25% due 4/01/2015 (b) 5,367 AAA Aaa 3,400 Washington County, Pennsylvania, Capital Funding Authority Revenue Bonds (Capital Projects and Equipment Program), 6.15% due 12/01/2029 (a) 3,561 NR* Aaa 1,885 York County, Pennsylvania, School of Technology Authority, Lease Revenue Refunding Bonds, 5.50% due 2/15/2022 (c) 2,105 Rhode Island-- NR* Aaa 5,000 Providence, Rhode Island, Redevelopment Agency Revenue 4.7% Refunding Bonds (Public Safety and Municipal Buildings), Series A, 5.75% due 4/01/2019 (a) 5,663 NR* Aaa 2,870 Rhode Island State Health and Educational Building Corporation Revenue Bonds (Rhode Island School of Design), Series D, 5.50% due 8/15/2031 (d) 3,088 Tennessee--3.3% Tennessee HDA, Revenue Refunding Bonds (Homeownership Program), AMT, Series A (f): AAA Aaa 3,095 5.25% due 7/01/2022 3,242 AAA Aaa 2,845 5.35% due 1/01/2026 2,953 Texas--7.9% NR* A3 3,000 Austin, Texas, Convention Center Revenue Bonds (Convention Enterprises Inc.), Trust Certificates, Second Tier, Series B, 6% due 1/01/2023 3,095 AAA Aaa 8,000 Dallas-Fort Worth, Texas, International Airport Revenue Bonds, AMT, Series A, 5.50% due 11/01/2033 (b) 8,435 AAA Aaa 2,961 Houston, Texas, Community College System, Participation Interests, COP (Alief Center Project), 5.75% due 8/15/2022 (b) 3,296 Virginia--3.3% AAA Aaa 5,950 Virginia State, HDA, Commonwealth Mortgage Revenue Bonds, Series J, Sub-Series J-1, 5.20% due 7/01/2019 (b) 6,179 Washington--4.7% AAA Aaa 4,000 Bellevue, Washington, GO, Refunding, 5.50% due 12/01/2039 (b) 4,303 AAA Aaa 2,310 Chelan County, Washington, Public Utility District Number 001, Consolidated Revenue Bonds (Chelan Hydro System), AMT, Series A, 5.45% due 7/01/2037 (a) 2,405 AAA Aaa 1,810 Snohomish County, Washington, Public Utility District Number 001, Electric Revenue Bonds, 5.50% due 12/01/2022 (f) 2,023 West Virginia-- AAA Aaa 5,000 West Virginia State Housing Development Fund, Housing Finance 2.8% Revenue Refunding Bonds, Series D, 5.20% due 11/01/2021 (b) 5,264 Wisconsin--0.3% BBB+ NR* 500 Wisconsin State Health and Educational Facilities Authority Revenue Bonds (Blood Center of Southeastern Wisconsin Project), 5.50% due 6/01/2024 513 Wyoming--0.9% AA NR* 1,500 Wyoming Student Loan Corporation, Student Loan Revenue Refunding Bonds, Series A, 6.20% due 6/01/2024 1,620 Total Municipal Bonds (Cost--$292,999)--166.8% 312,253 MUNIHOLDINGS INSURED FUND, INC., OCTOBER 31, 2004 Schedule of Investments (concluded) (In Thousands) Shares Held Short-Term Securities Value 2,321 Merrill Lynch Institutional Tax-Exempt Fund (i) $ 2,321 Total Short-Term Securities (Cost--$2,321)--1.2% 2,321 Total Investments (Cost--$295,320***)--168.0% 314,574 Other Assets Less Liabilities--3.6% 6,673 Preferred Stock, at Redemption Value--(71.6%) (134,019) ---------- Net Assets Applicable to Common Stock--100.0% $ 187,228 ========== (a) AMBAC Insured. (b) MBIA Insured. (c) FGIC Insured. (d) XL Capital Insured. (e) Radian Insured. (f) FSA Insured. (g) Prerefunded. (h) The interest rate is subject to change periodically and inversely based upon prevailing market rates. The interest rate shown is the rate in effect at October 31, 2004. (i) 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 2,000 $32 * Not Rated. ** Represents a zero coupon bond; the interest rate shown reflects the effective yield at the time of purchase by the Fund. *** The cost and unrealized appreciation/depreciation of investments as of October 31, 2004, as computed for federal income tax purposes, were as follows: (in Thousands) Aggregate cost $ 295,306 ============= Gross unrealized appreciation $ 19,596 Gross unrealized depreciation (328) ------------- Net unrealized appreciation $ 19,268 ============= Forward interest rate swaps outstanding as of October 31, 2004 were as follows: (in Thousands) Notional Unrealized Amount Depreciation Receive a variable rate equal to 7-Day Bond Market Association Municipal Swap Index Rate and pay a fixed rate of 4.099% interest Broker, J.P. Morgan Chase Bank Expires January 2025 $30,000 $ (342) Receive a variable rate equal to 7-Day Bond Market Association Municipal Swap Index Rate and pay a fixed rate of 3.68% interest Broker, Morgan Stanley Capital Services Inc. Expires March 2015 $15,000 (178) ------- Total $ (520) ======= See Notes to Financial Statements. MUNIHOLDINGS INSURED FUND, INC., OCTOBER 31, 2004 Statement of Net Assets As of October 31, 2004 Assets Investments in unaffiliated securities, at value (identified cost--$292,999,074) $ 312,253,357 Investments in affiliated securities, at value (identified cost--$2,320,732) 2,320,732 Cash 65,222 Receivables: Securities sold $ 6,712,353 Interest 4,842,590 Dividends from affiliates 96 11,555,039 --------------- Prepaid expenses 1,914 --------------- Total assets 326,196,264 --------------- Liabilities Unrealized depreciation on forward interest rate swaps 519,660 Payables: Securities purchased 4,136,902 Investment adviser 151,235 Dividends to Common Stock shareholders 126,466 Other affiliates 2,244 4,416,847 --------------- Accrued expenses 12,452 --------------- Total liabilities 4,948,959 --------------- Preferred Stock Preferred Stock, at redemption value, par value $.10 per share (2,680 Series A Shares and 2,680 Series B Shares of AMPS* authorized, issued and outstanding at $25,000 per share liquidation preference) 134,019,269 --------------- Net Assets Applicable to Common Stock Net assets applicable to Common Stock $ 187,228,036 =============== Analysis of Net Assets Applicable to Common Stock Common Stock, par value $.10 per share (12,867,541 shares issued and outstanding) $ 1,286,754 Paid-in capital in excess of par 190,198,389 Undistributed investment income--net $ 3,363,622 Accumulated realized capital losses--net (26,355,352) Unrealized appreciation--net 18,734,623 --------------- Total accumulated losses--net (4,257,107) --------------- Total--Equivalent to $14.55 net asset value per share of Common Stock (market price--$13.92) $ 187,228,036 =============== * Auction Market Preferred Stock. See Notes to Financial Statements. MUNIHOLDINGS INSURED FUND, INC., OCTOBER 31, 2004 Statement of Operations For the Six Months Ended October 31, 2004 Investment Income Interest $ 7,616,738 Dividends from affiliates 31,662 --------------- Total income 7,648,400 --------------- Expenses Investment advisory fees $ 868,251 Commission fees 168,760 Accounting services 57,362 Professional fees 25,286 Transfer agent fees 24,879 Printing and shareholder reports 19,536 Directors' fees and expenses 16,068 Listing fees 10,267 Custodian fees 9,797 Pricing fees 6,776 Other 19,962 --------------- Total expenses before waiver and reimbursement 1,226,944 Waiver and reimbursement of expenses (92,553) --------------- Total expenses after waiver and reimbursement 1,134,391 --------------- Investment income--net 6,514,009 --------------- Realized & Unrealized Gain (Loss)--Net Realized gain (loss) on: Investments--net 1,381,936 Forward interest rate swaps--net (2,323,901) (941,965) --------------- Change in unrealized appreciation/depreciation--net: Investments--net 7,154,654 Forward interest rate swaps--net (580,356) 6,574,298 --------------- --------------- Total realized and unrealized gain--net 5,632,333 --------------- Dividends to Preferred Stock Shareholders Investment income--net (776,235) --------------- Net Increase in Net Assets Resulting from Operations $ 11,370,107 =============== See Notes to Financial Statements. MUNIHOLDINGS INSURED FUND, INC., OCTOBER 31, 2004 Statements of Changes in Net Assets For the Six For the Months Ended Year Ended October 31, April 30, Increase (Decrease) in Net Assets: 2004 2004 Operations Investment income--net $ 6,514,009 $ 13,371,943 Realized gain (loss)--net (941,965) 4,700,599 Change in unrealized appreciation/depreciation--net 6,574,298 (10,118,251) Dividends to Preferred Stock shareholders (776,235) (1,212,833) --------------- --------------- Net increase in net assets resulting from operations 11,370,107 6,741,458 --------------- --------------- Dividends to Common Stock Shareholders Investment income--net (5,867,599) (11,387,774) --------------- --------------- Net decrease in net assets resulting from dividends to Common Stock shareholders (5,867,599) (11,387,774) --------------- --------------- Net Assets Applicable to Common Stock Total increase (decrease) in net assets applicable to Common Stock 5,502,508 (4,646,316) Beginning of period 181,725,528 186,371,844 --------------- --------------- End of period* $ 187,228,036 $ 181,725,528 =============== =============== * Undistributed investment income--net $ 3,363,622 $ 3,493,447 =============== =============== See Notes to Financial Statements. MUNIHOLDINGS INSURED FUND, INC., OCTOBER 31, 2004 Financial Highlights The following per share data and ratios have been derived For the Six from information provided in the financial statements. Months Ended October 31, For the Year Ended April 30, Increase (Decrease) in Net Asset Value: 2004 2004 2003 2002 2001 Per Share Operating Performance Net asset value, beginning of period $ 14.12 $ 14.48 $ 13.78 $ 13.29 $ 12.29 ---------- ---------- ---------- ---------- ---------- Investment income--net .51+++ 1.04+++ 1.06+++ 1.07 1.14 Realized and unrealized gain (loss)--net .44 (.42) .62 .44 1.01 Dividends to Preferred Stock shareholders from investment income--net (.06) (.09) (.13) (.21) (.41) ---------- ---------- ---------- ---------- ---------- Total from investment operations .89 .53 1.55 1.30 1.74 ---------- ---------- ---------- ---------- ---------- Less dividends to Common Stock shareholders from investment income--net (.46) (.89) (.85) (.81) (.74) ---------- ---------- ---------- ---------- ---------- Net asset value, end of period $ 14.55 $ 14.12 $ 14.48 $ 13.78 $ 13.29 ========== ========== ========== ========== ========== Market price per share, end of period $ 13.92 $ 12.64 $ 13.50 $ 12.65 $ 12.89 ========== ========== ========== ========== ========== Total Investment Return*** Based on net asset value per share 6.66%++ 4.07% 12.04% 10.28% 15.05% ========== ========== ========== ========== ========== Based on market price per share 13.98%++ (.07%) 13.79% 4.38% 24.67% ========== ========== ========== ========== ========== Ratios Based on Average Net Assets of Common Stock Total expenses, net of waiver and reimbursement** 1.25%* 1.24% 1.28% 1.30% 1.15% ========== ========== ========== ========== ========== Total expenses** 1.35%* 1.34% 1.38% 1.39% 1.44% ========== ========== ========== ========== ========== Total investment income--net** 7.15%* 7.12% 7.55% 7.75% 8.71% ========== ========== ========== ========== ========== Amount of dividends to Preferred Stock shareholders .85%* .65% .91% 1.50% 3.14% ========== ========== ========== ========== ========== Investment income--net, to Common Stock shareholders 6.30%* 6.47% 6.64% 6.25% 5.57% ========== ========== ========== ========== ========== Ratios Based on Average Net Assets of Common & Preferred Stock** Total expenses, net of waiver and reimbursement .72%* .72% .74% .74% .64% ========== ========== ========== ========== ========== Total expenses .78%* .78% .80% .79% .80% ========== ========== ========== ========== ========== Total investment income--net 4.13%* 4.14% 4.34% 4.41% 4.84% ========== ========== ========== ========== ========== MUNIHOLDINGS INSURED FUND, INC., OCTOBER 31, 2004 Financial Highlights (concluded) For the Six Months Ended The following per share data and ratios have been derived October 31, For the Year Ended April 30, from information provided in the financial statements. 2004 2004 2003 2002 2001 Ratios Based on Average Net Assets of Preferred Stock Dividends to Preferred Stock shareholders 1.16%* .90% 1.23% 1.99% 3.94% ========== ========== ========== ========== ========== Supplemental Data Net assets applicable to Common Stock, end of period (in thousands) $ 187,228 $ 181,726 $ 186,372 $ 177,286 $ 171,007 ========== ========== ========== ========== ========== Preferred Stock outstanding, end of period (in thousands) $ 134,000 $ 134,000 $ 134,000 $ 134,000 $ 134,000 ========== ========== ========== ========== ========== Portfolio turnover 27.46% 39.94% 49.59% 49.69% 94.80% ========== ========== ========== ========== ========== Leverage Asset coverage per $1,000 $ 2,397 $ 2,356 $ 2,391 $ 2,323 $ 2,276 ========== ========== ========== ========== ========== Dividends Per Share on Preferred Stock Outstanding Series A--Investment income--net $ 144 $ 225 $ 313 $ 502 $ 964 ========== ========== ========== ========== ========== Series B--Investment income--net $ 145 $ 228 $ 302 $ 491 $ 1,005 ========== ========== ========== ========== ========== * Annualized. ** Do not reflect the effect of dividends to Preferred Stock shareholders. *** Total investment returns based on market value, which can be significantly greater or lesser than the net asset value, may result in substantially different returns. Total investment returns exclude the effects of sales charges. If applicable, the Fund's Investment Adviser waived a portion of its management fee. Without such waiver, the Fund's performance would have been lower. ++ Aggregate total investment return. +++ Based on average shares outstanding. See Notes to Financial Statements. MUNIHOLDINGS INSURED FUND, INC., OCTOBER 31, 2004 Notes to Financial Statements 1. Significant Accounting Policies: MuniHoldings Insured Fund, Inc. (the "Fund") is registered under the Investment Company Act of 1940, as amended, as a non-diversified, closed-end management investment company. The Fund's financial statements are prepared in conformity with U.S. generally accepted accounting principles, which may require the use of management accruals and estimates. Actual results may differ from these estimates. These unaudited financial statements reflect all adjustments which are, in the opinion of management, necessary to present a fair statement of the results for the interim period presented. All such adjustments are of a normal, recurring nature. The Fund determines and makes available for publication the net asset value of its Common Stock on a daily basis. The Fund's Common Stock is listed on the New York Stock Exchange under the symbol MUS. The following is a summary of significant accounting policies followed by the Fund. (a) Valuation of investments--Municipal bonds are traded primarily in the over-the-counter markets and are valued at the last available bid price in the over-the-counter market or on the basis of values as obtained by a pricing service. Pricing services use valuation matrixes that incorporate both dealer-supplied valuations and valuation models. The procedures of the pricing service and its valuations are reviewed by the officers of the Fund under the direction of the Board of Directors. Such valuations and procedures will be reviewed periodically by the Board of Directors of the Fund. Financial futures contracts and options thereon, which are traded on exchanges, are valued at their closing prices as of the close of such exchanges. Options written or purchased are valued at the last sale price in the case of exchange-traded options. In the case of options traded in the over-the-counter market, valuation is the last asked price (options written) or the last bid price (options purchased). Swap agreements are valued by quoted fair values received daily by the Fund's pricing service. Short-term investments with a remaining maturity of 60 days or less are valued at amortized cost, which approximates market value, under which method the investment is valued at cost and any premium or discount is amortized on a straight line basis to maturity. Investments in open-end investment companies are valued at their net asset value each business day. Securities and other assets for which market quotations are not readily available are valued at fair value as determined in good faith by or under the direction of the Board of Directors of the Fund. (b) Derivative financial instruments--The Fund may engage in various portfolio investment strategies both to increase the return of the Fund and to hedge, or protect, its exposure to interest rate movements and movements in the securities markets. Losses may arise due to changes in the value of the contract or if the counterparty does not perform under the contract. * Financial futures contracts--The Fund may purchase or sell financial futures contracts and options on such futures contracts. Futures contracts are contracts for delayed delivery of securities at a specific future date and at a specific price or yield. Upon entering into a contract, the Fund deposits and maintains as collateral such initial margin as required by the exchange on which the transaction is effected. Pursuant to the contract, the Fund agrees to receive from or pay to the broker an amount of cash equal to the daily fluctuation in value of the contract. Such receipts or payments are known as variation margin and are recorded by the Fund as unrealized gains or losses. When the contract is closed, the Fund records a realized gain or loss equal to the difference between the value of the contract at the time it was opened and the value at the time it was closed. * Options--The Fund may write covered call options and purchase call and put options. When the Fund writes an option, an amount equal to the premium received by the Fund is reflected as an asset and an equivalent liability. The amount of the liability is subsequently marked-to-market to reflect the current market value of the option written. When a security is purchased or sold through an exercise of an option, the related premium paid (or received) is added to (or deducted from) the basis of the security acquired or deducted from (or added to) the proceeds of the security sold. When an option expires (or the Fund enters into a closing transaction), the Fund realizes a gain or loss on the option to the extent of the premiums received or paid (or gain or loss to the extent the cost of the closing transaction exceeds the premium paid or received). Written and purchased options are non-income producing investments. MUNIHOLDINGS INSURED FUND, INC., OCTOBER 31, 2004 Notes to Financial Statements (concluded) * Forward interest rate swaps--The Fund may enter into forward interest rate swaps. In a forward interest rate swap, the Fund and the counterparty agree to make periodic net payments on a specified notional contract amount, commencing on a specified future effective date, unless terminated earlier. When the agreement is closed, the Fund records a realized gain or loss in an amount equal to the value of the agreement. (c) Income taxes--It is the Fund's policy to comply with the requirements of the Internal Revenue Code applicable to regulated investment companies and to distribute substantially all of its taxable income to its shareholders. Therefore, no federal income tax provision is required. (d) Security transactions and investment income--Security transactions are recorded on the dates the transactions are entered into (the trade dates). Realized gains and losses on security transactions are determined on the identified cost basis. Dividend income is recorded on the ex-dividend dates. Interest income is recognized on the accrual basis. The Fund amortizes all premiums and discounts on debt securities. (e) Dividends and distributions--Dividends from net investment income are declared and paid monthly. Distributions of capital gains are recorded on the ex-dividend dates. 2. Investment Advisory Agreement and Transactions with Affiliates: The Fund has entered into an Investment Advisory Agreement with Fund Asset Management, L.P. ("FAM"). The general partner of FAM is Princeton Services, Inc. ("PSI"), an indirect, wholly-owned subsidiary of Merrill Lynch & Co., Inc. ("ML & Co."), which is the limited partner. FAM is responsible for the management of the Fund's portfolio and provides the necessary personnel, facilities, equipment and certain other services necessary to the operations of the Fund. For such services, the Fund pays a monthly fee at an annual rate of .55% of the Fund's average daily net assets, including proceeds from the issuance of Preferred Stock. For the six months ended October 31, 2004, FAM earned fees of $868,251, of which $87,073 was waived. For the six months ended October 31, 2004, FAM reimbursed the Fund in the amount of $5,480. For the six months ended October 31, 2004, the Fund reimbursed FAM $3,536 for certain accounting services. Certain officers and/or directors of the Fund are officers and/or directors of FAM, PSI, and/or ML & Co. 3. Investments: Purchases and sales of investments, excluding short-term securities, for the six months ended October 31, 2004 were $85,552,019 and $92,919,343, respectively. 4. Stock Transactions: The Fund is authorized to issue 200,000,000 shares of stock, including Preferred Stock, par value $.10 per share, all of which were initially classified as Common Stock. The Board of Directors is authorized, however, to reclassify any unissued shares of stock without approval of holders of Common Stock. Preferred Stock Auction Market Preferred Stock are redeemable shares of Preferred Stock of the Fund, with a par value of $.10 per share and a liquidation preference of $25,000 per share plus accrued and unpaid dividends, that entitle their holders to receive cash dividends at an annual rate that may vary for the successive dividend periods. The yields in effect at October 31, 2004 were as follows: Series A, 1.35% and Series B, 1.50%. The Fund pays commissions to certain broker-dealers at the end of each auction at an annual rate ranging from .25% to .375%, calculated on the proceeds of each auction. For the six months ended October 31, 2004, Merrill Lynch, Pierce, Fenner & Smith Incorporated, an affiliate of FAM, earned $113,034 as commissions. 5. Capital Loss Carryforward: On April 30, 2004, the Fund had a net capital loss carryforward of $20,483,740 of which $10,899,827 expires in 2008 and $9,583,913 expires in 2009. This amount will be available to offset like amounts of any future taxable gains. 6. Subsequent Event: The Fund paid a tax-exempt income dividend to holders of Common Stock in the amount of $.076000 per share on November 29, 2004 to shareholders of record on November 12, 2004. MUNIHOLDINGS INSURED FUND, INC., OCTOBER 31, 2004 Officers and Directors Terry K. Glenn, President and Director Ronald W. Forbes, Director Cynthia A. Montgomery, Director Jean Margo Reid, Director Kevin A. Ryan, Director Roscoe S. Suddarth, Director Richard R. West, Director Edward D. Zinbarg, Director Kenneth A. Jacob, Senior Vice President John M. Loffredo, Senior Vice President Robert A. DiMella, Vice President Donald C. Burke, Vice President and Treasurer Jeffrey Hiller, Chief Compliance Officer Alice A. Pellegrino, Secretary Custodian The Bank of New York 100 Church Street New York, NY 10286 Transfer Agents Common Stock: The Bank of New York 101 Barclay Street--11 East New York, NY 10286 Preferred Stock: The Bank of New York 101 Barclay Street--7 West New York, NY 10286 NYSE Symbol MUS MUNIHOLDINGS INSURED FUND, INC., OCTOBER 31, 2004 Availability of Quarterly Schedule of Investments The Fund files its complete schedule of portfolio holdings with the Securities and Exchange Commission ("SEC") for the first and third quarters of each fiscal year on Form N-Q. The Fund's Forms N-Q are available on the SEC's Web site at http://www.sec.gov. The Fund's Forms N-Q may also be reviewed and copied at the SEC's Public Reference Room in Washington, DC. Information on the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330. Dividend Policy The Fund's dividend policy is to distribute all or a portion of its net investment income to its shareholders on a monthly basis. In order to provide shareholders with a more stable level of dividend distributions, the Fund may at times pay out less than the entire amount of net investment income earned in any particular month and may at times in any particular month pay out such accumulated but undistributed income in addition to net investment income earned in that month. As a result, the dividends paid by the Fund for any particular month may be more or less than the amount of net investment income earned by the Fund during such month. The Fund's current accumulated but undistributed net investment income, if any, is disclosed in the Statement of Net Assets, which comprises part of the financial information included in this report. Electronic Delivery The Fund offers electronic delivery of communications to its shareholders. In order to receive this service, you must register your account and provide us with e-mail information. To sign up for this service, simply access this Web site http://www.icsdelivery.com/live and follow the instructions. When you visit this site, you will obtain a personal identification number (PIN). You will need this PIN should you wish to update your e-mail address, choose to discontinue this service and/or make any other changes to the service. This service is not available for certain retirement accounts at this time. MUNIHOLDINGS INSURED FUND, INC., OCTOBER 31, 2004 Item 2 - Code of Ethics - Not Applicable to this semi-annual report Item 3 - Audit Committee Financial Expert - Not Applicable to this semi-annual report Item 4 - Principal Accountant Fees and Services - Not Applicable to this semi-annual report Item 5 - Audit Committee of Listed Registrants - Not Applicable to this semi-annual report Item 6 - Schedule of Investments - Not Applicable Item 7 - Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies - Not Applicable to this semi-annual report Item 8 - Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers - Not Applicable Item 9 - Submission of Matters to a Vote of Security Holders - Not Applicable Item 10 - Controls and Procedures 10(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. 10(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 half-year 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 11 - Exhibits attached hereto 11(a)(1) - Code of Ethics - Not Applicable to this semi-annual report 11(a)(2) - Certifications - Attached hereto 11(a)(3) - Not Applicable 11(b) - 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, Inc. By: _/s/ Terry K. Glenn_______ Terry K. Glenn, President of MuniHoldings Insured Fund, Inc. Date: December 13, 2004 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/ Terry K. Glenn________ Terry K. Glenn, President of MuniHoldings Insured Fund, Inc. Date: December 13, 2004 By: _/s/ Donald C. Burke________ Donald C. Burke, Chief Financial Officer of MuniHoldings Insured Fund, Inc. Date: December 13, 2004