SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549SCHEDULE 13D/A
(Amendment No. 3)
Under the Securities Exchange Act of 1934
BlackRock MuniHoldings New York Insured Fund, Inc. (MHN)
(Name of Issuer)Auction Market Preferred Stock
(Title of Class of Securities)09255C403
09255C304
09255C502
09255C601
09255C205
(CUSIP Number)Karpus/ Bulldog Group
183 Sully's Trail
Pittsford, New York 14534
(585) 586-4680
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)June 23, 2010
(Date of Event which Requires Filing of this Statement)If the filing person has previously filed a statement on Schedule 13G
to report the acquisition that is the subject of this Schedule 13D/A,
and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or
240.13d-1(g), check the following box.
CUSIP No.: 09255C403; 09255C304; 09255C502; 09255C601; 09255C205
1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).Karpus/ Bulldog Group
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) X
(b)
3. SEC Use Only
4. Source of Funds (See Instructions)WC
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)N/A
6. Citizenship or Place of OrganizationUSA
Number of Shares Beneficially Owned by Each reporting Person With:
- 7. Sole Voting PowerN/A8. Shared Voting PowerN/A9. Sole Dispositive PowerN/A10. Shared Dispositive PowerN/A
11. Aggregate Amount Beneficially Owned by Each Reporting Person2,079
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)N/A
13. Percent of Class Represented by Amount in Row (11)21.33%*
*Item 13, above, is calculated based on the aggregate amount of 9745 outstanding auction rate preferred shares indicated by the Issuer's Annual Statement filed with the U.S. Securities and Exchange Commission on May 6, 2010, dated as of February 28, 2010.
14. Type of Reporting Person (See Instructions)N/A
CUSIP No.: 09255C403; 09255C304; 09255C502; 09255C601; 09255C205
1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).Karpus Management, Inc., d/b/a Karpus Investment Management
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) X
(b)
3. SEC Use Only
4. Source of Funds (See Instructions)WC
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)N/A
6. Citizenship or Place of OrganizationUSA
Number of Shares Beneficially Owned by Each reporting Person With:
- 7. Sole Voting Power2,0488. Shared Voting Power09. Sole Dispositive Power2,04810. Shared Dispositive Power0
11. Aggregate Amount Beneficially Owned by Each Reporting Person2,048
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)N/A
13. Percent of Class Represented by Amount in Row (11)21.02%*
*Item 13, above, is calculated based on the aggregate amount of 9745 outstanding auction rate preferred shares indicated by the Issuer's Annual Statement filed with the U.S. Securities and Exchange Commission on May 6, 2010, dated as of February 28, 2010.
14. Type of Reporting Person (See Instructions)IA
CUSIP No.: 09255C403; 09255C304; 09255C502; 09255C601; 09255C205
1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).Bulldog Investors, Phillip Goldstein and Andrew Dakos
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) X
(b)
3. SEC Use Only
4. Source of Funds (See Instructions)WC
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)N/A
6. Citizenship or Place of OrganizationUSA
Number of Shares Beneficially Owned by Each reporting Person With:
- 7. Sole Voting Power208. Shared Voting PowerN/A9. Sole Dispositive Power2010. Shared Dispositive PowerN/A
11. Aggregate Amount Beneficially Owned by Each Reporting Person20
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)N/A
13. Percent of Class Represented by Amount in Row (11)0.21%*
*Item 13, above, is calculated based on the aggregate amount of 9745 outstanding auction rate preferred shares indicated by the Issuer's Annual Statement filed with the U.S. Securities and Exchange Commission on May 6, 2010, dated as of February 28, 2010.
14. Type of Reporting Person (See Instructions)N/A
CUSIP No.: 09255C403; 09255C304; 09255C502; 09255C601; 09255C205
1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).Brooklyn Capital Management, Phillip Goldstein and Andrew Dakos
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) X
(b)
3. SEC Use Only
4. Source of Funds (See Instructions)WC
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)N/A
6. Citizenship or Place of OrganizationUSA
Number of Shares Beneficially Owned by Each reporting Person With:
- 7. Sole Voting Power118. Shared Voting PowerN/A9. Sole Dispositive Power1110. Shared Dispositive PowerN/A
11. Aggregate Amount Beneficially Owned by Each Reporting Person11
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)N/A
13. Percent of Class Represented by Amount in Row (11)0.11%*
*Item 13, above, is calculated based on the aggregate amount of 9745 outstanding auction rate preferred shares indicated by the Issuer's Annual Statement filed with the U.S. Securities and Exchange Commission on May 6, 2010, dated as of February 28, 2010.
14. Type of Reporting Person (See Instructions)N/A
The following constitutes Amendment No. 3 ("Amendment No. 3") to the Schedule 13D filed by the undersigned. This Amendment amends the original Schedule 13D as specifically set forth.
Item 3. Source and Amount of Funds or Other Considerations.KIM, an independent investment advisor, has accumulated 2048 shares of MHN Auction Market Preferred Stock on behalf of accounts that are managed by KIM (the “Accounts”) under limited powers of attorney, which represents 21.02% of the outstanding shares. All funds that have been utilized in making such purchases are from such Accounts.Bulldog Investors, Phillip Goldstein, and Andrew Dakos have accumulated 20 shares of MHN Auction Market Preferred Stock on behalf of the accounts that are managed by them.Brooklyn Capital Management, Phillip Goldstein, and Andrew Dakos have accumulated 11 shares of MHN Auction Market Preferred Stock for the Special Opportunities Fund for which they manage.Item 4. Purpose of Transaction.The filing persons previously formed a formal group (the "Karpus/Bulldog Group"), orginally submitted to the U.S. Securities and Exchange Commission on Schedule 13D on May 26, 2010, with the objective of affording all preferred shareholders of the issuer an opportunity to obtain full value for their preferred shares. On June 23, 2010, the nomination of Phillip Goldsetin and Brad Orvieto for election as the directors of the Company to be elected by the vote of the Auction Market Preferred Shares was withdrawn. Due to the withdrawal of the director nominees', the Karpus/Bulldog Group has been terminated.Item 5. Interest in Securities of the Issuer.(a.) and (b.) The Karpus/ Bulldog Group is deemed to be the beneficial owners of 2073 shares of MHN Auction Market Preferred Stock or 21.27% of the outstanding shares. KIM has the sole power to dispose of and to vote all of such shares under limited powers of attorney.Karpus Investment Management represents beneficial ownership of 2048 shares or 21.02% of the outstanding shares. George W. Karpus presently owns 15 shares. Mr. Karpus purchased shares on March 3, 2009 at $18,750 (4 shares), April 28, 2010 at $21,250 (7 shares), May 13, 2010 at $20,625 (6 shares), and on May 18, 2010 at $21,000 (8 shares). JoAnn Van Degriff presently owns 2 shares. Ms. Van Degriff purchased shares on October 24, 2008 at $22,000 (1 share), and on March 3, 2009 at $18,750 (1 share). Dana R. Consler presently owns 1 share. Mr. Consler purchased 1 share on May 18, 2010 at $21,000. The Estate of Sophie P. Karpus presently owns 1 share. The Estate purchased 1 share on May 18, 2010 at $21,000. Karpus Investment Management Defined Benefit Plan presently owns 2 shares. The Benefit Plan purchased shares on October 24, 2008 at $22,000 (2 shares). Karpus Investment Management Profit Sharing Plan Fund B presently owns 5 shares. The Plan purchased shares on October 24, 2008 at $22,000 (5 shares). Karpus Investment Management Profit Sharing Plan Fund C presently owns 1 share. The Plan purchased 1 share on March 2, 2009 at $18,750. None of the other principals of KIM presently own shares of MHN Auction Market Preferred Stock.Bulldog Investors, Phillip Goldstein and Andrew Dakos are deemed to be the beneficial owner of 20 shares of MHN Auction Market Preferred Stock or 0.21% of the outstanding shares. Power to vote and dispose of such securities resides with Mr. Goldstein and Mr. Dakos.Brooklyn Capital Management are deemed to be the beneficial owner of 11 shares of MHN Auction Market Preferred Stock or 0.11% of the outstanding shares. Power to vote and dispose of such securities resides with Mr. Goldstein and Mr. Dakos.(c) During the last sixty days the following shares of auction rate preferred stock were traded:
KIMDate Shares Price 4/28/2010 426 $21,250 5/7/2010 9 $20,750 5/13/2010 6 $20,625 5/18/2010 553 $21,000 6/8/2010 12 $20,750 6/11/2010 (26)* *- Shares transferred out due to account closing.Bulldog Investors, Phillip Goldstein and Andrew Dakos
Date Shares Price 6/3/2010 20 $20,625Brooklyn Capital Management, Phillip Goldstein and Andrew Dakos
Date Shares Price 5/20/2010 11 $21,375(d) Beneficiaries of managed accounts are entitled to receive any dividends or sales proceeds.Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.The filing persons previoulsy formed a group (the "Karpus/ Bulldog Group"), originally submitted to the U.S. Securities and Exchange Commission on a Schedule 13D on May 26, 2010, with the objective of affording all preferred shareholders of the issuer an opportunity to obtain full value for their preferred shares.The Group has recently withdrawed their directors nominated for BlackRock MuniHolding New York Insured Fund Inc., and is hereby terminating the Karpus/Bulldog Group.Item 7. Materials to be Filed as Exhibits.On June 23, 2010, Karpus sent a letter to the Fund withdrawing their directors nominated for the BlackRock MuniHolding New York Insured Fund Inc, a copy of which is attached as Exhibit 1.
Karpus Management, Inc. By: /s/ Name: Cody B. Bartlett Jr., CFA Title: Managing Director of Investments Date: June 24, 2010 Brooklyn Capital Management By: /s/ Name: Phillip Goldstein Date: June 24, 2010 By: /s/ Name: Andrew Dakos Date: June 24, 2010