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 PENNSYLVANIA INSURED FUND
(Exact name of registrant as specified in its charter)
Massachusetts Applied For
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(State of incorporation or organization) (IRS employer identification no.)
MuniHoldings Pennsylvania 08536
Insured Fund -------------------------
800 Scudders Mill Road (zip code)
Plainsboro, New Jersey
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(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
registered each class is to be registered
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Common Shares of Beneficial Interest,
par value $.10 per share American Stock Exchange
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 Shares" in the
Registrant's prospectus dated February 23, 1999, forming a part of Pre-Effective
Amendment No. 2 to the Registrant's Registration Statement on Form N-2 (No.
333-68451) (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 Shares.*
(2) Portions of the Declaration of Trust and the By-Laws of the Registrant
defining the rights of holders of Common Shares.**
(II) The following exhibits are to be filed with the American Stock Exchange
only:
(1) Not applicable.
(2) Not applicable.
(3) Not applicable.
(4) (a) Declaration of Trust of the Registrant.
(b) By-Laws of the Registrant.
(5) Specimen Certificate for Common Shares.
(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 PENNSYLVANIA INSURED FUND
(Registrant)
By: /s/ Alice A. Pellegrino
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Alice A. Pellegrino
Secretary
