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 NEW JERSEY INSURED FUND, 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 New Jersey 08536
Insured Fund, 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 NAME OF EACH EXCHANGE ON WHICH
SO 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 March 6, 1998 forming a part of the Registrant's
Registration Statement on Form N-2 (No. 333-45365) (the "Registration
Statement"), as filed with the Securities and Exchange Commission (the
"Commission") on March 6, 1998, is incorporated herein by reference.
ITEM 2. EXHIBITS.
(I) The following exhibits have been filed with the Commission:
(1) Form of Specimen Certificate for shares of Common Stock.*
(2) Portions of the Articles of Incorporation 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) Articles of Incorporation of the Registrant.
(b) By-Laws of the Registrant.
(5) Specimen Certificate for shares of 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 NEW JERSEY INSURED
FUND, INC.
(Registrant)
By: /s/ Alice A. Pellegrino
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Alice A. Pellegrino
Assistant Secretary
March 11, 1998
BROWN & WOOD LLP
One World Trade Center
New York, New York 10048-0557
Telephone (212) 839-5300
Facsimile (212) 839-5599
March 11, 1998
Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, D.C. 20549
Attention: Division of Investment Management
Re: MuniHoldings New Jersey Insured Fund, Inc.
Registration Statement on Form 8-A under
the Securities Exchange Act of 1934
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Ladies and Gentlemen:
On behalf of MuniHoldings New Jersey Insured Fund, Inc. (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 will be
forwarded to the Commission immediately following this filing, 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. 333-45365) was declared
effective under the Securities Act at 2:45 p.m. on Friday, March 6, 1998.
Very truly yours,
/s/ Elizabeth Keeley
________________________________
Elizabeth Keeley
Enclosure
