MUNIHOLDINGS MICHIGAN INSURED FUND INC
8-A12B, 1999-02-01
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                      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 MICHIGAN INSURED FUND, INC.

            (Exact name of registrant as specified in its charter)



         Maryland                                      Applied For 
- ----------------------------               ---------------------------------
(State of incorporation or                 (IRS employer identification no.)
organization)


MuniHoldings Michigan                                     08536 
Insured Fund, Inc.                                ----------------------
800 Scudders Mill Road                                  (zip code)
Plainsboro, New Jersey
- --------------------------------                  
(Address of principal executive
offices)


Securities to be registered pursuant to Section 12(b) of the Act:


Title of each class to be so       Name of each exchange on which each class is
registered                         to be registered                   
- -----------------------------      --------------------------------------------
Shares of Common Stock,            New York Stock Exchange
par value $.10 per share

<PAGE>

Securities to be registered pursuant to Section 12(g) of the Act:

None

     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              securities pursuant to Section
     Section 12(b) of the Exchange        12(g)  of the  Exchange  Act
     Act and is  effective                and is  effective pursuant to
     pursuant to General Instruction      General Instruction A.(d), please
     A.(c),  please check the             check the following box | |
     following box.  |x|

Item 1.  Description of Registrant's Securities to be Registered.

     The section captioned "Description of Capital Shares" in the Registrant's
prospectus dated January 26, 1999, forming a part of the Registrant's
Registration Statement on Form N-2 (No. 333-68389 and 811-09125) (the
"Registration Statement"), as filed with the Securities and Exchange
Commission (the "Commission") on January 26, 1999, 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 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.

________________
*   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 MICHIGAN INSURED
                                        FUND, INC.
                                        (Registrant)



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




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