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 FLORIDA INSURED FUND II
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(Exact name of registrant as specified in its charter)
Massachusetts Applied For
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(State of incorporation (IRS employer
or organization) identification no.)
MuniHoldings Florida 08536
Insured Fund II ---------------------
800 Scudders Mill Road (zip code)
Plainsboro, New Jersey
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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 Name of each exchange on which
so registered each class is to be registered
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Common shares of beneficial New York Stock Exchange
interest, par value $.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 Shares" in the
Registrant's preliminary prospectus dated January 7, 1998 forming a part of
the Registrant's Registration Statement on Form N-2 (No. 333-42055) (the
"Registration Statement"), as filed with the Securities and Exchange
Commission (the "Commission") on January 7, 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 Shares.*
(2) Portions of the Declaration of Trust and the By-Laws of the
Registrant defining the rights of holders of Common Shares**
(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) Declaration of Trust of the Registrant.
(b) By-Laws of the Registrant.
(5) Specimen Certificate for Common Shares.
(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 FLORIDA INSURED FUND II
(Registrant)
By: /s/ Alice A. Pellegrino
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Alice A. Pellegrino
Assistant Secretary
February 25, 1998
BROWN & WOOD LLP
One World Trade Center
New York, New York 10048-0557
Telephone (212) 839-5300
Facsimile (212) 839-5599
February 25, 1998
Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, D.C. 20549
Attention: Division of Investment Management
Re: MuniHoldings Florida Insured Fund II
Registration Statement on Form 8-A under
the Securities Exchange Act of 1934
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Ladies and Gentlemen:
On behalf of MuniHoldings Florida Insured Fund II (the "Fund"), enclosed
for filing with the Securities and Exchange Commission (the "Commission") is
the Fund's Registration Statement on Form 8-A under the Securities Exchange
Act of 1934, as amended (the "Exchange Act").
Pursuant to Part A of the General Instructions to Form 8-A, a
Registration Statement automatically becomes effective under the Exchange Act
upon the later of the following three events:
1. Receipt by the Commission of a certification from the national
securities exchange upon which the Fund's shares will be listed;
2. Effectiveness of the Fund's Registration Statement on Form N-2
under the Securities Act of 1933 relating to the class of
securities being registered under the Exchange Act; and
3. Filing of Form 8-A with the Commission.
We have been informed by representatives of the New York Stock Exchange
that a certification with respect to the Fund's common shares previously has
been forwarded to the Commission, and we have been informed by the staff of
the Division of Investment Management that the Fund's Registration Statement
on Form N-2 (File No. 333-42055) was declared effective under the Securities
Act at 4:00 p.m. on Friday, February 20, 1998.
Therefore, the Fund's Registration Statement on Form 8-A automatically
will become effective under the Exchange Act upon filing with the Commission.
Very truly yours,
/s/ Julie L. Wilson
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Julie L. Wilson
Associate Awaiting Admission
Enclosure
