SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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 II, INC.
(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 Insured
Fund II, Inc. 08536
800 Scudders Mill Road -----------------------
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 NAME OF EACH EXCHANGE ON WHICH
BE SO REGISTERED EACH CLASS IS TO BE REGISTERED
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 September 22, 1998 forming a part of the
Registrant's Registration Statement on Form N-2 (Nos. 333-61965, and 811-08971)
(the "Registration Statement"), as filed with the Securities and Exchange
Commission (the "Commission") on September 22, 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 NEW JERSEY INSURED
FUND II, INC.
(Registrant)
By: /s/ ALICE A. PELLEGRINO
------------------------------
Name: Alice A. Pellegrino
Title: Secretary
September 24, 1998
September 23, 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 II, 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 II, 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. 333-61965) was declared effective
under the Securities Act at 4:30 p.m. on Tuesday, September 22, 1998.
Very truly yours
/s/ Elizabeth Keeley
Enclosure
