MUNIHOLDINGS CALIFORNIA INSURED FUND III INC
N-8A, 1998-08-20
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<PAGE>
 
                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                   FORM N-8A

                         NOTIFICATION OF REGISTRATION
                       FILED PURSUANT TO SECTION 8(a) OF
                      THE INVESTMENT COMPANY ACT OF 1940

        The undersigned investment company hereby notifies the Securities and
Exchange Commission that it registers under and pursuant to the provisions of
Section 8(a) of the Investment Company Act of 1940, and in correction with such
Notification of Registration submits the following information:

Name: MUNIHOLDINGS CALIFORNIA INSURED FUND III, INC.

Address of Principal Business Office (No. & Street, City, State, and Zip Code):

        MuniHoldings California Insured Fund III, Inc. 
        800 Scudders Mill Road 
        Plainsboro, New Jersey 08536

Telephone Number (including area code): (609) 282-2800

Name and Address of Agent for Service of Process:

Arthur Zeikel
800 Scudders Mill Road
Plainsboro, New Jersey 08536

Check Appropriate Box:

        Registrant is filing a Registration Statement pursuant to Section 
        8(b) of the Investment Company Act of 1940 concurrently with the 
        filing of Form N-8A:

          YES [X]                                               NO [ ]
<PAGE>
 
                                   SIGNATURES

        Pursuant to the requirements of the Investment Company Act of 1940, the
Registrant has caused this Notification of Registration to be duly signed on its
behalf in the City of Plainsboro and State of New Jersey on the 17th day of
August, 1998.

                                  MUNIHOLDINGS CALIFORNIA INSURED FUND III, INC.

                                  By: /s/ Alice A. Pellegrino
                                      --------------------------
                                      President

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