December 9, 1999
Electronic Filing
Securities & 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. Pre-Effective Amendment
No. 1 to the Registration Statement on Form N-14 (Securities Act
File No. 333-87083, Investment Company Act File No. 811-8621)
Ladies and Gentlemen:
Pursuant to Rule 497(j) under the Securities Act of 1933, as amended
(the "1933 Act"), MuniHoldings New Jersey Insured Fund, Inc. (the "Fund")
hereby certifies that:
(1) the form of Prospectus and Statement of Additional Information that
would have been filed pursuant to Rule 497(b) under the 1933 Act
would not have differed from that contained in Pre-Effective
Amendment No. 1 to the Fund's Registration Statement on Form N-14,
constituting the most recent amendment to the Fund's Registration
Statement on Form N-14; and
(2) the text of Pre-Effective Amendment No. 1 of the Fund's Registration
Statement on Form N-14 was filed electronically with the Securities
and Exchange Commission on November 4, 1999.
Very truly yours,
MuniHoldings New Jersey Insured
Fund, Inc.
William E. Zitelli, Jr.
Secretary
