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 INSURED FUND II, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Maryland Applied For
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(STATE OF INCORPORATION OR ORGANIZATION) (IRS EMPLOYER IDENTIFICATION NO.)
MuniHoldings
Insured Fund II, Inc. 08536
800 Scudders Mill Road ----------
Plainsboro, New Jersey (ZIP CODE)
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
If this form relates to the If this form relates to the
registration of a class of registration of a class of
securities pursuant to Section securities pursuant to Section
12(b) of the Exchange Act and is 12(g) of the Exchange Act and is
effective pursuant to General effective pursuant to General
Instruction A.(c), please check the Instruction A.(d), please check the
following box. |X| following box. |X|
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
<PAGE>
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
The section captioned "Description of Capital Stock" in the Registrant's
prospectus dated February 23, 1999, forming a part of the Registrant's
Registration Statement on Form N-2 (Nos. 333-70183, and 811-09191) (the
"Registration Statement"), as filed with the Securities and Exchange
Commission (the "Commission") on February 23, 1999, 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.
<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 INSURED FUND II, INC.
(Registrant)
By: /s/ Arthur Zeikel
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Arthur Zeikel
President
February 17, 1999
