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EXHIBIT 99(1)(f)
MUNIHOLDINGS FLORIDA INSURED FUND
AMENDMENT TO
CERTIFICATE OF DESIGNATION
DATED OCTOBER 16, 1997
ESTABLISHING POWERS, QUALIFICATIONS, RIGHTS AND
PREFERENCES OF TWO SERIES OF
AUCTION MARKET PREFERRED SHARES ("AMPS(R)")
The undersigned hereby certifies that she is the Secretary of MuniHoldings
Florida Insured Fund (the "Trust"), an unincorporated business trust organized
and existing under the laws of the Commonwealth of Massachusetts, and that this
Amendment to the Certificate of Designation dated October 16, 1997 (the
"Certificate") has been adopted by the Board of Trustees of the Trust in a
manner provided in the Trust's Declaration of Trust.
VOTED: WHEREAS, the Board of Trustees of MuniHoldings Florida Insured
Fund (the "Trust") is expressly empowered pursuant to Section 6.1 of
the Trust's Declaration of Trust to authorize the issuance of
preferred shares of the Trust in one or more series, with such
preferences, powers, restrictions, limitations or qualifications as
determined by the Board of Trustees and as set forth in the resolution
or resolutions providing for the issuance of such preferred shares;
WHEREAS, on October 16, 1997, pursuant to a Certificate of
Designation (the "Certificate") the Board of Trustees did thereby
authorize the issuance of two series of preferred shares, par value
$.10 per share, liquidation preference $25,000 per share plus an
amount equal to accumulated but unpaid dividends thereon (whether or
not earned or declared) each consisting of 2,095 shares designated,
respectively, Auction Market Preferred Shares, Series A, and Auction
Market Preferred Shares, Series B;
WHEREAS, the Board of Trustees has determined that it is in the
best interests of the Trust to increase by 1,400 shares the authorized
number of Auction Market Preferred Shares, Series B.
NOW, THEREFORE, the Board of Trustees does hereby authorize the
issuance of 1,400 additional shares of Auction Market Preferred
Shares, Series B, par value $.10 per share, liquidation preference
$25,000 per share plus an amount equal to accumulated but unpaid
dividends thereon (whether or not earned or declared), and the Board
of Trustees does hereby amend the Certificate of Designation, having
determined that such amendments do not adversely affect the rights of
any Shareholder of the Trust with respect to which the amendments are
applicable pursuant to Section 10.3(a) of the Declaration of Trust, as
follows:
The second paragraph under "Designation" is deleted in its
entirety and replaced by the following:
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Series B: A series of 3,495 preferred shares, par value $.10 per
share, liquidation preference $25,000 per share plus an amount equal
to accumulated but unpaid dividends (whether or not earned or
declared) thereon, is hereby designated "Auction Market Preferred
Shares, Series B". Each Auction Market Preferred Share, Series B
(sometimes referred to herein as "Series B AMPS") shall be issued on a
date to be determined by the Board of Trustees of the Trust or
pursuant to their delegated authority; have an Initial Dividend Rate
and an Initial Dividend Payment Date as shall be determined in advance
of the issuance thereof by the Board of Trustees of the Trust or
pursuant to their delegated authority; and have such other
preferences, voting powers, limitations as to dividends,
qualifications and terms and conditions of redemption as are set forth
in this Certificate of Designation. The Auction Market Preferred
Shares, Series B shall constitute a separate series of preferred
shares of the Trust, and each Auction Market Preferred Share, Series B
shall be identical.
Dated this _____ day of _____, 2000
______________________________
Jodi M. Pinedo
Secretary
