MUNIHOLDINGS FLORIDA INSURED FUND III
September 29, 1998
VIA ELECTRONIC FILING
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 III
Pre-Effective Amendment No. 2 to
Registration Statement on Form N-2
(Securities Act File No. 333-56721
Investment Company Act No. 811-08815)
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Ladies and Gentlemen:
Pursuant to Rule 497(j) under the Securities Act of 1933, as amended
(the "1933 Act"), MuniHoldings Florida Insured Fund III, (the "Fund") hereby
certifies that:
(1) the form of Prospectus that would have been filed pursuant to Rule
497(c) under the 1933 Act would not have differed from that contained in
Pre-Effective Amendment No. 2 to the Fund's Registration Statement on
Form N-2; and
(2) the text of Pre-Effective Amendment No. 2 to the Fund's
Registration Statement on Form N-2 was filed electronically with the
Securities and Exchange Commission on September 28, 1998.
Very truly yours,
MUNIHOLDINGS FLORIDA INSURED FUND III
By: /s/ Patrick D. Sweeney
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Patrick D. Sweeney
Secretary
