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 III
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Massachussetts Applied For
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(STATE OF INCORPORATION OR (IRS EMPLOYER IDENTIFICATION NO.)
ORGANIZATION)
MuniHoldings Florida Insured Fund III ----------------------------------
800 Scudders Mill Road 08536
Plainsboro, New Jersey ------
------------------------------- (ZIP CODE)
(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 Shares" in the Registrant's
prospectus dated September 28, 1998, forming a part of Pre-Effective Amendment
No. 2 to the Registrant's Registration Statement on Form N-2 (No. 333-56721)
(the "Registration Statement"), as filed with the Securities and Exchange
Commission (the "Commission") on September 28, 1998, is incorporated herein by
reference.
<PAGE>
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 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.
<PAGE>
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 III
(Registrant)
By: /s/ Patrick D. Sweeney
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Patrick D. Sweeney
Secretary
September 29, 1998
