BLACKROCK MUNIHOLDINGS QUALITY FUND II, INC.

Regulatory Filings • Jun 2, 2008

N-23C-2 1 nyc774364.htm N-23C-2 FILE nyc774364.htm Licensed to: Skadden Document Created using EDGARizer 4.0.5.0 Copyright 1995 - 2008 EDGARfilings, Ltd., an IEC company. All rights reserved

| SECURITIES
AND EXCHANGE COMMISSION WASHINGTON,
DC 20549 |
| --- |
| RULE
23C-2 NOTICE OF INTENTION TO REDEEM SECURITIES |
| of |
| BlackRock
MuniHoldings Insured Fund II, Inc. 100
Bellevue Parkway Wilmington,
DE 19809 (888)
825-2257 |
| under
the |
| Investment
Company Act of 1940 |
| Investment
Company Act File No. 811-09191 |

| 1. | Title
of the class of securities of BlackRock MuniHoldings Insured Fund II, Inc.
(the " Fund ") to be
redeemed: |
| --- | --- |
| | Auction
Market Preferred Stock, liquidation preference $25,000 per share, as
identified by series and CUSIP in Annex A hereto (the " Shares "). |
| 2. | The
date on which the securities are to be called or
redeemed: |
| | See
Annex A for the dates on which Shares of each series are to be redeemed
(the " Redemption
Date "). |
| 3. | The
applicable provisions of the governing instrument pursuant to which the
securities are to be called or redeemed: |
| | The
Shares are to be redeemed pursuant to Section 4(a)(i) of the Fund's
Articles Supplementary. |
| 4. | The
principal amount or number of shares and the basis upon which the
securities to be redeemed are to be selected: |
| | See
Annex A for information concerning the number of Shares of each series and
the aggregate principal amount of Shares of each series to be
redeemed. The Depository Trust Company (DTC), holder of record
of the Shares, determines by lottery how the redemption will be allocated
among each participant broker-dealer account that holds Shares and each
participant broker-dealer determines how to allocate each redemption among
the holders of the Shares held by
it. |

SIGNATURE

Pursuant to the requirement of Rule 23c-2 of the Investment Company Act of 1940, the Fund has duly caused this Notice of Intention to Redeem Securities to be signed on its behalf by the undersigned on this 2nd day of June, 2008.

| BLACKROCK
MUNIHOLDINGS INSURED FUND II, INC. | |
| --- | --- |
| By: | /s/
Neal J. Andrews |

| Name: | Neal
J. Andrews |
| --- | --- |
| Title: | Chief
Financial Officer |

Annex A

| Series | CUSIP | Redemption Date | Total Shares
to be Redeemed | Aggregate
Principal Amount
to be Redeemed |
| --- | --- | --- | --- | --- |
| A | 09254C206 | 6/27/2008 | 608 | $
15,200,000 |
| B | 09254C305 | 6/26/2008 | 608 | $
15,200,000 |
| C | 09254C404 | 6/25/2008 | 1,152 | $
28,800,000 |