MUNIHOLDINGS CALIFORNIA INSURED FUND INC
8-A12B, 1997-09-15
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                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549     
                     ----------------------------------


                                   FORM 8-A

        FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO
        SECTION 12(B) OR 12(G) OF THE SECURITIES EXCHANGE ACT OF 1934


              MUNIHOLDINGS CALIFORNIA INSURED FUND, INC.        
- --------------------------------------------------------------------------
            (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)




                Maryland                              Applied For
  ----------------------------------      ----------------------------------
  (STATE    OF   INCORPORATION    OR      (IRS EMPLOYER IDENTIFICATION NO.)
  ORGANIZATION)

  
  MuniHoldings   California   Insured                             08536      
  Fund, Inc.                                                 ---------------
  800 Scudders Mill Road                                        (ZIP CODE)
  Plainsboro, New Jersey
  ------------------------
  (ADDRESS  OF   PRINCIPAL
  EXECUTIVE OFFICES)


SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:

  TITLE OF EACH CLASS TO BE               NAME OF EACH EXCHANGE ON WHICH
  SO REGISTERED                           EACH CLASS IS TO BE REGISTERED
  -------------------------               ------------------------------

  Common  Stock, par  value               New York Stock Exchange
  $.10  per share


SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:

None


ITEM 1.  DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.

     The section captioned "Description of Capital Stock" in the Registrant's
preliminary prospectus  dated May  12, 1997 forming  a part  of Pre-Effective
Amendment No. 1  to the Registrant's Registration Statement on  Form N-2 (No.
333-26889)  (the "Registration Statement"), as filed  with the Securities and
Exchange Commission  (the  "Commission") on  May  12, 1997,  is  incorporated
herein by reference.

ITEM 2.  EXHIBITS.

     (I)  The following exhibits have been filed with the Commission:

          (1)  Form of Certificate for Common Stock.*

          (2)  Portions of the  Articles of Incorporation and the  By-Laws of
               the Registrant  defining the  rights of  holders of Shares  of
               Common Stock**

    (II)  The  following exhibits  are to  be filed with  the New  York Stock
Exchange only:

          (1)  Not applicable.
          (2)  Not applicable.
          (3)  Not applicable.
          (4)  (a) Articles of Incorporation of the Registrant.
               (b) By-Laws of the Registrant.
          (5)  Specimen Certificate for Common Stock
          (6)  Not applicable.






- ---------------------
*    Incorporated   by  reference  to  Exhibit  (d)(2)  to  the  Registration
     Statement.

**   Incorporated   by  reference  to  Exhibit  (d)(1)  to  the  Registration
     Statement.

                                  SIGNATURE



     Pursuant to  the requirements of  Section 12 of the  Securities Exchange
Act of 1934, the Registrant has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereto duly authorized.



                    MUNIHOLDINGS CALIFORNIA INSURED FUND, INC.
                    (Registrant)



                    By:  /s/ Alice Pellegrino  
                        -----------------------
                         Authorized Officer


September 15, 1997    



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