SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

                                   FORM N-8A

                          NOTIFICATION OF REGISTRATION
                       FILED PURSUANT TO SECTION 8(a) OF
                       THE INVESTMENT COMPANY ACT OF 1940



          The undersigned investment company hereby notifies the Securities and
Exchange Commission that it registers under and pursuant to the provisions of
Section 8(a) of the Investment Company Act of 1940, and in connection with such
Notification of Registration submits the following information:

Name:  MUNIHOLDINGS INSURED FUND, INC.

Address of Principal Business Office (No. & Street, City, State, and Zip Code):

          MuniHoldings Insured Fund, Inc.
          800 Scudders Mill Road
          Plainsboro, New Jersey 08536

Telephone Number (including area code):  (609) 282-2800

Name and Address of Agent for Service of Process:

          Arthur Zeikel
          MuniHoldings Insured Fund, Inc.
          800 Scudders Mill Road
          Plainsboro, New Jersey 08536

Check Appropriate Box:

          Registrant is filing a Registration Statement pursuant to Section 8(b)
          of the Investment Company Act of 1940 concurrently with the filing of
          Form N-8A:

          YES [X]                                NO [_]

 
SIGNATURES

Pursuant to the requirements of the Investment Company Act of 1940, the
Registrant has caused this Notification of Registration to be duly signed on its
behalf in the City of Plainsboro and State of New Jersey on the 19th day of
March 1998.



                              MUNIHOLDINGS INSURED FUND, INC.

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