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 CALIFORNIA INSURED 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 California Insured 08536
Fund II, Inc. ---------------
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 SO NAME OF EACH EXCHANGE ON WHICH
REGISTERED EACH CLASS IS TO BE REGISTERED
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Shares of Common Stock, New York Stock Exchange
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 Stock" in the Registrant's
prospectus dated February 24, 1998 forming a part of the Registrant's
Registration Statement on Form N-2 (No. 333-43147) (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 Charter and the By-Laws of the Registrant
defining the rights of holders 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) Charter 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 CALIFORNIA INSURED FUND II, INC.
(Registrant)
By: /s/ ALICE A. PELLEGRINO
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Alice A. Pellegrino
Assistant Secretary
February 26, 1998
