BLACKROCK MUNIHOLDINGS QUALITY FUND II, INC.

Director's Dealing • Feb 20, 2003

3 1 ste16.htm SEC Form 3

FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940 OMB APPROVAL OMB Number: 3235-0104 Expires: December 31, 2001 Estimated average burden hours per response. . . . . 0.5

1. Name and Address of Reporting Person * Stewart, Brian (Last) (First) (Middle) PO Box 9011 (Street) Princeton, NJ 08543-9011 (City) (State) (Zip) USA 2. Date of Event Requiring Statement (Month/Day/Year) February 13, 2003 3. I.R.S. Identification Number of Reporting Person, if an entity (voluntary) 4. Issuer Name and Ticker or Trading Symbol MuniHoldings Insured Fund II, Inc. MUE 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner Officer X Other Officer/Other Description Secretary to the Issuer 6. If Amendment, Date of Original (Month/Day/Year) 7. Individual or Joint/Group Filing (Check Applicable Line) X Individual Filing Joint/Group Filing

Table I - Non-Derivative Securities Beneficially Owned

1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form : (D) Direct (I) Indirect (Instr. 5)
Common	0.00	D

Stewart, Brian - February 2003

Form 3 (continued)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4) 2. Date Exercisable(DE) and Expiration Date(ED) (DE) | (ED) 3. Title and Amount of of Underlying Security (Instr. 4) 4. Conversion or Exercise Price 5. Ownership Form (D) Direct or (I) Indirect (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)

Explanation of Responses :

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number. _____ ___ ** Signature of Reporting Person Date Catherine A. Johnston, Power of Attorney Brian Stewart Page 2 SEC 1473 (3-99)