SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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 FUND II, INC.
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(Exact name of registrant as specified in its charter)
Maryland Applied For
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(State of incorporation or (IRS employer identification no.)
organization)
MuniHoldings Fund II, Inc. 08536
800 Scudders Mill Road -----------------
Plainsboro, New Jersey (zip code)
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(Address of principal executive
offices)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class to be so Name of each exchange on which
registered each class is to be registered
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Common Stock, par value $.10 per New York Stock Exchange
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
prospectus dated February 24, 1998 forming a part of Pre-Effective Amendment
No. 3 to the Registrant's Registration Statement on Form N-2 (No. 333-26895)
(the "Registration Statement"), as filed with the Securities and Exchange
Commission (the "Commission") on February 24, 1998 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.
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* 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 FUND II, INC.
(Registrant)
By: /s/ Arthur Zeikel
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Authorized Officer
Dated: February 26, 1998
