MUNIHOLDINGS FLORIDA INSURED FUND II
N-8A, 1997-12-11
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<PAGE>
 
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                   FORM N-8A

                         NOTIFICATION OF REGISTRATION
                       FILED PURSUANT TO SECTION 8(a) OF
                      THE INVESTMENT COMPANY ACT OF 1940

        The undersigned investment company hereby notifies the Securities and 
Exchange Commission that it registers under and pursuant to the provisions of 
Section 8(a) of the Investment Company Act of 1940, and in connection with such 
Notification of Registration submits the following information:

Name:   MUNIHOLDINGS FLORIDA INSURED FUND II

Address of Principal Business Office (No. & Street, City, State, and Zip Code)

        MuniHoldings Florida Insured Fund II
        800 Scudders Mill Road
        Plainsboro, New Jersey 08536

Telephone Number (including area code): (609) 282-2800

Name and Address of Agent for Service of Process:

        Arthur Zeikel
        800 Scudders Mill Road
        Plainsboro, New Jersey 08536

Check Appropriate Box:

        Registrant is filing a Registration Statement pursuant to Section 8(b)
        of the Investment Company Act of 1940 concurrently with the filing of 
        Form N-8A:

        Yes [x]                         No [ ]




<PAGE>
 
                                  SIGNATURES

Pursuant to the requirements of the Investment Company Act of 1940, the 
Registrant has caused this Notification of Registration to be duly signed on its
behalf in the City of Plainsboro and State of New Jersey on the 11th day of 
December, 1997.


                              MUNIHOLDINGS FLORIDA INSURED FUND II

                              By: /s/ Patrick D. Sweeney
                                  ---------------------------------
                                  Name: Patrick D. Sweeney
                                  Title: President




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