MUNIHOLDINGS NEW YORK INSURED FUND III INC, 497J, 1999-01-27

MUNIHOLDINGS NEW YORK INSURED FUND III INC
497J, 1999-01-27

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                  MUNIHOLDINGS NEW YORK INSURED FUND III, INC.



                                                        January 27, 1999

VIA ELECTRONIC FILING

Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, D.C.  20549

Attention:  Division of Investment Management

                  Re:   MuniHoldings New York Insured Fund III, Inc.,
                        Pre-Effective Amendment No. 2 to
                        Registration Statement on Form N-2
                        (Securities Act File No. 333-68419)
                        (Investment Company Act File No. 811-09131)
                        --------------------------------------------

Ladies and Gentlemen:

     Pursuant to Rule 497(j) under the Securities Act of 1933, as amended (the
"1933 Act"), MuniHoldings New York Insured Fund III, Inc. (the "Fund") hereby
certifies that:

     (1)  the form of Prospectus that would have been filed pursuant to Rule
          497(c) under the 1933 Act would not have differed from that contained
          in Pre-Effective Amendment No. 2 to the Fund's Registration Statement
          on Form N-2; and

     (2)  the text of Pre-Effective Amendment No. 2 to the Fund's Registration
          Statement on Form N-2 was filed electronically with the Securities
          and Exchange Commission on January 26, 1999.

                                    Very truly yours,

                                    MUNIHOLDINGS NEW YORK INSURED
                                    FUND III, INC.


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