MUNIHOLDINGS PENNSYLVANIA INSURED FUND
February 24, 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 Pennsylvania Insured Fund
Pre-Effective Amendment No. 2 to
Registration Statement on Form N-2
(Securities Act File No. 333-68451)
(Investment Company Act File No. 811-09133)
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Ladies and Gentlemen:
Pursuant to Rule 497(j) under the Securities Act of 1933, as
amended (the "1933 Act"), MuniHoldings Pennsylvania Insured Fund (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 February 23, 1999.
Very truly yours,
MUNIHOLDINGS PENNSYLVANIA INSURED FUND
By: /s/ Alice A. Pellegrino
Alice A. Pellegrino
Secretary
