UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-Q QUARTERLY SCHEDULE OF PORTFOLIO HOLDINGS OF REGISTERED MANAGEMENT INVESTMENT COMPANY Investment Company Act File number 811-8081 Name of Fund: BlackRock MuniHoldings Fund, Inc. Fund Address: P.O. Box 9011 Princeton, NJ 08543-9011 Name and address of agent for service: Robert C. Doll, Jr., Chief Executive Officer, BlackRock MuniHoldings Fund, Inc., 800 Scudders Mill Road, Plainsboro, NJ, 08536. Mailing address: P.O. Box 9011, Princeton, NJ, 08543-9011 Registrant's telephone number, including area code: (609) 282-2800 Date of fiscal year end: 04/30/2007 Date of reporting period: 11/01/06 - 01/31/07 Item 1 - Schedule of Investments BlackRock MuniHoldings Fund, Inc. Schedule of Investments as of January 31, 2007 (In Thousands) Face State Amount Municipal Bonds Value Alabama - 4.2% $ 1,590 Birmingham, Alabama, Special Care Facilities Financing Authority, Revenue Refunding Bonds (Ascension Health Credit), Series C-2, 5% due 11/15/2036 $ 1,647 1,160 Birmingham, Alabama, Special Care Facilities Financing Authority, Revenue Refunding Bonds (Ascension Health Credit), Series C-2, 5% due 11/15/2039 1,199 1,750 Camden, Alabama, IDB, Exempt Facilities Revenue Bonds (Weyerhaeuser Company), Series A, 6.125% due 12/01/2024 1,910 4,550 Jefferson County, Alabama, Limited Obligation School Warrants, Series A, 5% due 1/01/2024 4,741 Arizona - 3.1% 900 Maricopa County, Arizona, IDA, Education Revenue Bonds (Arizona Charter Schools Project 1), Series A, 6.50% due 7/01/2012 918 2,200 Maricopa County, Arizona, IDA, Education Revenue Bonds (Arizona Charter Schools Project 1), Series A, 6.75% due 7/01/2029 2,237 2,215 Phoenix, Arizona, IDA, Airport Facility, Revenue Refunding Bonds (America West Airlines Inc. Project), AMT, 6.30% due 4/01/2023 2,260 1,000 Pinal County, Arizona, COP, 5% due 12/01/2029 1,036 510 Show Low, Arizona, Improvement District Number 5, Special Assessment Bonds, 6.375% due 1/01/2015 522 Arkansas - 0.9% 2,000 University of Arkansas, University Construction Revenue Bonds (UAMS Campus), Series B, 5% due 11/01/2023 (h) 2,110 California - 19.2% 875 Agua Caliente Band of Cahuilla Indians, California, Casino Revenue Bonds, 5.60% due 7/01/2013 908 2,965 California Infrastructure and Economic Development Bank, Insured Revenue Bonds (Rand Corporation), Series A, 5.50% due 4/01/2032 (b) 3,158 2,400 California State, GO, 5.50% due 4/01/2014 (i) 2,658 100 California State, GO, 5.50% due 4/01/2028 109 6,800 California State Public Works Board, Lease Revenue Bonds (Department of Corrections), Series C, 5.25% due 6/01/2028 7,183 3,870 California Statewide Communities Development Authority, Health Facility Revenue Bonds (Memorial Health Services), Series A, 6% due 10/01/2023 4,269 Portfolio Abbreviations To simplify the listings of BlackRock MuniHoldings Fund, Inc.'s portfolio holdings in the Schedule of Investments,we have abbreviated the names of many of the securities according to the list below. AMT Alternative Minimum Tax (subject to) COP Certificates of Participation EDA Economic Development Authority GO General Obligation Bonds HDA Housing Development Authority HFA Housing Finance Agency IDA Industrial Development Authority IDB Industrial Development Board IDR Industrial Development Revenue Bonds PCR Pollution Control Revenue Bonds VRDN Variable Rate Demand Notes BlackRock MuniHoldings Fund, Inc. Schedule of Investments as of January 31, 2007 (concluded) (In Thousands) Face State Amount Municipal Bonds Value California $ 2,000 East Side Union High School District, California, Santa Clara County, GO (concluded) (Election of 2002), Series D, 5% due 8/01/2021 (k) $ 2,133 1,165 Golden State Tobacco Securitization Corporation of California, Tobacco Settlement Revenue Bonds, Series A-3, 7.875% due 6/01/2042 1,420 8,745 Los Angeles, California, Unified School District, GO, Series A, 5% due 7/01/2013 (h)(i) 9,373 2,405 Montebello, California, Unified School District, GO, 5.61% due 8/01/2022 (c)(m) 1,227 2,455 Montebello, California, Unified School District, GO, 5.61% due 8/01/2023 (c)(m) 1,195 2,095 Oceanside, California, Unified School District, GO (Election of 2000), Series C, 5.25% due 8/01/2032 (h) 2,214 3,490 Sequoia, California, Unified High School District, GO, Refunding, Series B, 5.50% due 7/01/2035 (e) 3,889 1,000 Sunnyvale, California, School District, GO (Election of 2004), Series A, 5% due 9/01/2026 (e) 1,058 2,915 Tustin, California, Unified School District, Senior Lien Special Tax Bonds (Community Facilities District Number 97-1), Series A, 5% due 9/01/2032 (e) 3,020 Colorado - 1.7% 2,645 Elk Valley, Colorado, Public Improvement Revenue Bonds (Public Improvement Fee), Series A, 7.35% due 9/01/2031 2,799 1,000 Plaza Metropolitan District Number 1, Colorado, Tax Allocation Revenue Bonds (Public Improvement Fees), 8.125% due 12/01/2025 1,007 Connecticut - 2.4% 2,165 Connecticut State Development Authority, Airport Facility Revenue Bonds (Learjet Inc. Project), AMT, 7.95% due 4/01/2026 2,602 2,735 Connecticut State Development Authority, IDR (AFCO Cargo BDL-LLC Project), AMT, 8% due 4/01/2030 2,962 Florida - 9.3% 2,900 Highlands County, Florida, Health Facilities Authority, Hospital Revenue Refunding Bonds (Adventist Health System), Series G, 5.125% due 11/15/2032 3,019 2,340 Miami-Dade County, Florida, Subordinate Special Obligation Revenue Bonds, Series A, 5.24% due 10/01/2037 (h)(m) 499 2,250 Midtown Miami, Florida, Community Development District, Special Assessment Revenue Bonds, Series A, 6.25% due 5/01/2037 2,440 2,550 Midtown Miami, Florida, Community Development District, Special Assessment Revenue Bonds, Series B, 6.50% due 5/01/2037 2,808 3,225 Orange County, Florida, Health Facilities Authority, Hospital Revenue Bonds (Orlando Regional Healthcare), 6% due 12/01/2012 (i) 3,566 2,095 Orlando, Florida, Greater Orlando Aviation Authority, Airport Facilities Revenue Bonds (JetBlue Airways Corp.), AMT, 6.50% due 11/15/2036 2,257 800 Orlando, Florida, Urban Community Development District, Capital Improvement Special Assessment Bonds, Series A, 6.95% due 5/01/2033 863 725 Palm Coast Park Community Development District, Florida, Special Assessment Revenue Bonds, 5.70% due 5/01/2037 741 1,645 Preserve at Wilderness Lake, Florida, Community Development District, Capital Improvement Bonds, Series A, 5.90% due 5/01/2034 1,711 1,000 Tern Bay Community Development District, Florida, Capital Improvement Revenue Refunding Bonds, Series A, 5.375% due 5/01/2037 1,001 2,300 West Villages Improvement District, Florida, Special Assessment Revenue Refunding Bonds (Unit of Development Number 2), 5.80% due 5/01/2036 2,393 Georgia - 0.8% 1,750 Atlanta, Georgia, Tax Allocation Bonds (Atlantic Station Project), 7.90% due 12/01/2024 1,935 Illinois - 3.4% 1,000 Chicago, Illinois, O'Hare International Airport, Special Facility Revenue Refunding Bonds (American Airlines Inc. Project), 8.20% due 12/01/2024 1,030 1,200 Chicago, Illinois, Special Assessment Bonds (Lake Shore East), 6.75% due 12/01/2032 1,298 4,000 Illinois HDA, Homeowner Mortgage Revenue Bonds, AMT, Sub-Series C-2, 5.35% due 2/01/2027 4,121 700 Illinois State Finance Authority Revenue Bonds (Landing At Plymouth Place Project), Series A, 6% due 5/15/2025 742 625 Naperville, Illinois, IDR (General Motors Corporation), Refunding, VRDN, 8% due 12/01/2012 (f) 625 Indiana - 2.7% 8,985 Allen County, Indiana, Redevelopment District Tax Increment Revenue Bonds (General Motors Development Area), 7% due 5/15/2008 (i)(m) 6,088 Kentucky - 0.9% 2,000 Louisville and Jefferson Counties, Kentucky, Metropolitan Sewer District, Sewer and Drain System Revenue Bonds, Series A, 5.50% due 5/15/2034 (h) 2,144 Louisiana - 4.3% 4,115 Louisiana Public Facilities Authority, Hospital Revenue Bonds (Franciscan Missionaries of Our Lady Health System, Inc.), Series A, 5.25% due 8/15/2036 4,317 1,750 New Orleans, Louisiana, Financing Authority Revenue Bonds (Xavier University of Louisiana Project), 5.30% due 6/01/2026 (h) 1,835 3,540 New Orleans, Louisiana, GO (Public Improvements), 5% due 10/01/2033 (h) 3,660 Maryland - 3.0% 1,875 Anne Arundel County, Maryland, Special Obligation Revenue Bonds (Arundel Mills Project), 7.10% due 7/01/2009 (i) 2,049 1,760 Maryland State Economic Development Corporation, Student Housing Revenue Bonds (University of Maryland College Park Project), 6.% due 6/01/2013 (i) 1,978 2,750 Maryland State Energy Financing Administration, Limited Obligation Revenue Bonds (Cogeneration-AES Warrior Run), AMT, 7.40% due 9/01/2019 2,765 Massachusetts - 3.6% 2,900 Massachusetts State HFA, Housing Revenue Bonds, AMT, Series A, 5.25% due 12/01/2048 2,983 5,000 Massachusetts State School Building Authority, Dedicated Sales Tax Revenue Bonds, Series A, 5% due 8/15/2030 (e) 5,274 Michigan - 3.0% 1,400 Flint, Michigan, Hospital Building Authority, Revenue Refunding Bonds (Hurley Medical Center), Series A, 6% due 7/01/2020 (a) 1,525 300 Michigan State Hospital Finance Authority Revenue Bonds (Trinity Health Credit Group), VRDN, Series F, 3.69% due 11/01/2018 (f) 300 3,000 Michigan State Strategic Fund, Limited Obligation Revenue Refunding Bonds (Detroit Edison Company Pollution Control Project), AMT, Series B, 5.65% due 9/01/2029 3,167 1,300 Michigan State Strategic Fund, PCR (General Motors Corporation Project), VRDN, 7% due 12/01/2008 (f) 1,300 500 Royal Oak, Michigan, Hospital Finance Authority, Hospital Revenue Refunding Bonds (William Beaumont Hospital), VRDN, Series T, 3.68% due 1/01/2020 (b)(f) 500 Minnesota - 1.6% 3,500 Minneapolis, Minnesota, Community Development Agency, Supported Development Revenue Refunding Bonds, Series G-3, 5.45% due 12/01/2011 (i) 3,748 Mississippi - 5.3% 7,675 Claiborne County, Mississippi, PCR, Refunding (System Energy Resources Inc. Project), 6.20% due 2/01/2026 7,706 2,500 Mississippi Business Finance Corporation, Mississippi, PCR, Refunding (System Energy Resources Inc. Project), 5.90% due 5/01/2022 2,526 1,000 Mississippi Development Bank, Special Obligation Revenue Refunding Bonds (Gulfport Water and Sewer System Project), 5.25% due 7/01/2017 (e) 1,097 810 Mississippi Development Bank, Special Obligation Revenue Refunding Bonds (Gulfport Water and Sewer System Project), 5.25% due 7/01/2019 (e) 886 Missouri - 1.4% 1,915 Fenton, Missouri, Tax Increment Revenue Refunding and Improvement Bonds (Gravois Bluffs), 7% due 10/01/2011 (i) 2,185 1,000 Missouri State Development Finance Board, Infrastructure Facilities Revenue Refunding Bonds (Branson), Series A, 5.50% due 12/01/2032 1,050 New Jersey - 12.8% 5,385 New Jersey EDA, Cigarette Tax Revenue Bonds, 5.75% due 6/15/2029 5,787 2,280 New Jersey EDA, Cigarette Tax Revenue Bonds, 5.75% due 6/15/2034 2,435 1,475 New Jersey EDA, Retirement Community Revenue Bonds (Cedar Crest Village Inc. Facility), Series A, 7.25% due 11/15/2011 (i) 1,681 2,600 New Jersey EDA, Retirement Community Revenue Bonds (Seabrook Village Inc.), Series A, 8.25% due 11/15/2010 (i) 2,990 1,965 New Jersey EDA, School Facilities Construction Revenue Bonds, Series O, 5.125% due 3/01/2030 2,073 1,000 New Jersey EDA, Special Facility Revenue Bonds (Continental Airlines Inc. Project), AMT, 6.625% due 9/15/2012 1,085 2,950 New Jersey EDA, Special Facility Revenue Bonds (Continental Airlines Inc. Project), AMT, 6.25% due 9/15/2029 3,075 3,325 New Jersey Health Care Facilities Financing Authority Revenue Bonds (South Jersey Hospital), 6% due 7/01/2012 (i) 3,658 3,500 New Jersey State Turnpike Authority, Turnpike Revenue Bonds, Series C, 5% due 1/01/2030 (e) 3,677 2,315 Tobacco Settlement Financing Corporation of New Jersey, Asset-Backed Revenue Bonds, 7% due 6/01/2013 (i) 2,718 New Mexico - 2.7% 2,000 Farmington, New Mexico, PCR, Refunding (Public Service Company of New Mexico - San Juan Project), Series A, 6.30% due 12/01/2016 2,043 3,720 New Mexico Finance Authority, Senior Lien State Transportation Revenue Bonds, Series A, 5.125% due 6/15/2018 (h) 4,004 New York - 14.7% 1,185 Dutchess County, New York, IDA, Civic Facility Revenue Refunding Bonds (Saint Francis Hospital), Series A, 7.50% due 3/01/2029 1,315 1,400 Hudson Yards Infrastructure Corporation, New York, Revenue Bonds, Series A, 5% due 2/15/2047 1,461 535 New York City, New York, City IDA, Civic Facility Revenue Bonds, Series C, 6.80% due 6/01/2028 586 725 New York City, New York, City IDA, Special Facility Revenue Bonds (Continental Airlines Inc. Project), AMT, 8% due 11/01/2012 804 725 New York City, New York, City IDA, Special Facility Revenue Bonds (Continental Airlines Inc. Project), AMT, 8.375% due 11/01/2016 812 9,115 New York City, New York, Sales Tax Asset Receivable Corporation Revenue Bonds, Series A, 5% due 10/15/2020 (h) 9,708 3,680 New York State Dormitory Authority Revenue Bonds (School Districts Financing Program), Series D, 5.25% due 10/01/2023 (h) 3,921 3,150 Tobacco Settlement Financing Corporation of New York Revenue Bonds, Series A-1, 5.50% due 6/01/2018 3,378 3,500 Tobacco Settlement Financing Corporation of New York Revenue Bonds, Series C-1, 5.50% due 6/01/2017 3,718 3,800 Tobacco Settlement Financing Corporation of New York Revenue Bonds, Series C-1, 5.50% due 6/01/2020 (c) 4,114 1,400 Tobacco Settlement Financing Corporation of New York Revenue Bonds, Series C-1, 5.50% due 6/01/2022 1,511 2,080 Westchester County, New York, IDA, Continuing Care Retirement, Mortgage Revenue Bonds (Kendal on Hudson Project), Series A, 6.50% due 1/01/2034 2,228 North Carolina - 1.8% 4,320 North Carolina Capital Facilities Finance Agency, Revenue Refunding Bonds (Duke University Project), Series B, 4.25% due 7/01/2042 4,055 Pennsylvania - 6.7% 1,700 Bucks County, Pennsylvania, IDA, Retirement Community Revenue Bonds (Ann's Choice Inc.), Series A, 6.25% due 1/01/2035 1,801 3,500 Pennsylvania Economic Development Financing Authority, Exempt Facilities Revenue Bonds (National Gypsum Company), AMT, Series B, 6.125% due 11/01/2027 3,654 725 Philadelphia, Pennsylvania, Authority for IDR, Commercial Development, 7.75% due 12/01/2017 727 2,500 Philadelphia, Pennsylvania, Authority for IDR, Commercial Development (Days Inn), Refunding, Series B, 6.50% due 2/01/2007 (i) 2,550 1,105 Philadelphia, Pennsylvania, Authority for Industrial Development, Senior Living Revenue Bonds (Arbor House Inc. Project), Series E, 6.10% due 7/01/2033 1,167 1,245 Philadelphia, Pennsylvania, Authority for Industrial Development, Senior Living Revenue Bonds (Saligman House Project), Series C, 6.10% due 7/01/2033 1,315 3,500 Sayre, Pennsylvania, Health Care Facilities Authority, Revenue Bonds (Guthrie Healthcare System), Series B, 7.125% due 12/01/2031 4,143 Rhode Island - 1.4% 2,820 Rhode Island State Health and Educational Building Corporation, Hospital Financing Revenue Bonds (Lifespan Obligation Group), 6.50% due 8/15/2012 (i) 3,188 South Carolina - 1.5% 3,020 Medical University Hospital Authority, South Carolina, Hospital Facilities Revenue Refunding Bonds, Series A, 6.375% due 8/15/2012 (i) 3,405 Tennessee - 7.3% 4,280 Hardeman County, Tennessee, Correctional Facilities Corporation Revenue Bonds, 7.75% due 8/01/2017 4,398 4,575 Shelby County, Tennessee, Health, Educational and Housing Facility Board, Hospital Revenue Refunding Bonds (Methodist Healthcare), 6.50% due 9/01/2012 (i) 5,191 3,500 Shelby County, Tennessee, Health, Educational and Housing Facility Board, Hospital Revenue Refunding Bonds (Saint Jude Children's Research Hospital), 5% due 7/01/2031 3,655 3,400 Tennessee Educational Loan Revenue Bonds (Educational Funding South Inc.), AMT, Senior Series B, 6.20% due 12/01/2021 3,406 Texas - 11.9% 1,300 Alliance Airport Authority, Inc., Texas, Special Facilities Revenue Bonds (American Airlines Inc. Project), AMT, 7.50% due 12/01/2029 1,326 4,000 Austin, Texas, Convention Center Revenue Bonds (Convention Enterprises Inc.), First Tier, Series A, 6.70% due 1/01/2011 (i) 4,409 2,340 Brazos River Authority, Texas, Revenue Refunding Bonds (Reliant Energy Inc. Project), Series B, 7.75% due 12/01/2018 2,471 3,655 Brazos River, Texas, Harbor Navigation District, Brazoria County Environmental Revenue Refunding Bonds (Dow Chemical Company Project), AMT, Series A-7, 6.625% due 5/15/2033 4,084 1,800 Houston, Texas, Health Facilities Development Corporation, Retirement Facility Revenue Bonds (Buckingham Senior Living Community), Series A, 7.125% due 2/15/2034 2,006 3,000 Lower Colorado River Authority, Texas, PCR (Samsung Austin Semiconductor), AMT, 6.375% due 4/01/2027 3,071 1,485 Matagorda County, Texas, Navigation District Number 1, Revenue Refunding Bonds (Reliant Energy Inc.), Series C, 8% due 5/01/2029 1,567 1,425 Port Corpus Christi, Texas, Individual Development Corporation, Environmental Facilities Revenue Bonds (Citgo Petroleum Corporation Project), AMT, 8.25% due 11/01/2031 1,464 3,890 Texas State Department of Housing and Community Affairs, Residential Mortgage Revenue Bonds, AMT, Series A, 5.70% due 1/01/2033 (d) 3,925 2,785 Texas State Department of Housing and Community Affairs, Residential Mortgage Revenue Refunding Bonds, AMT, Series B, 5.25% due 7/01/2022 (d) 2,850 Vermont - 1.1% 2,370 Vermont Educational and Health Buildings Financing Agency, Revenue Bonds (Developmental and Mental Health), Series A, 6% due 6/15/2017 2,470 Virginia - 5.3% 1,150 Chesterfield County, Virginia, IDA, PCR (Virginia Electric and Power Company), Series A, 5.875% due 6/01/2017 1,232 3,000 Fairfax County, Virginia, EDA, Resource Recovery Revenue Refunding Bonds, AMT, Series A, 6.10% due 2/01/2011 (b) 3,230 3,825 Pocahontas Parkway Association, Virginia, Toll Road Revenue Bonds, Senior-Series A, 5.50% due 8/15/2008 (i) 4,001 1,500 Pocahontas Parkway Association, Virginia, Toll Road Revenue Bonds, Senior-Series B, 8.40% due 8/15/2008 (i)(m) 426 300 Pocahontas Parkway Association, Virginia, Toll Road Revenue Bonds, Senior-Series B, 8.80% due 8/15/2008 (i)(m) 80 3,035 Tobacco Settlement Financing Corporation of Virginia, Asset-Backed Revenue Bonds, 5.625% due 6/01/2037 3,243 Washington - 0.6% 1,360 Seattle, Washington, Housing Authority Revenue Bonds (Replacement Housing Project), 6.125% due 12/01/2032 1,392 Wisconsin - 1.2% 825 Wisconsin State Health and Educational Facilities Authority Revenue Bonds (New Castle Place Project), Series A, 7% due 12/01/2031 860 1,755 Wisconsin State Health and Educational Facilities Authority Revenue Bonds (Synergyhealth Inc.), 6% due 11/15/2032 1,899 Puerto Rico - 0.9% 2,060 Puerto Rico Industrial, Medical and Environmental Pollution Control Facilities Financing Authority, Special Facilities Revenue Bonds (American Airlines Inc.), Series A, 6.45% due 12/01/2025 2,103 U.S. Virgin 3,460 Virgin Islands Government Refinery Facilities, Revenue Refunding Bonds (Hovensa Islands - 1.7% Coker Project), AMT, 6.50% due 7/01/2021 3,894 Total Municipal Bonds (Cost - $305,563) - 142.4% 325,336 Municipal Bonds Held in Trust (g) California - 3.2% 6,810 California Pollution Control Financing Authority, PCR, Refunding (Pacific Gas and Electric), AMT, Series A, 5.35% due 12/01/2016 (h) 7,258 Maryland - 5.1% 10,835 Baltimore, Maryland, Convention Center Hotel Revenue Bonds, Senior Series A, 5.25% due 9/01/2039 (k) 11,707 New York - 2.0% 4,240 New York City, New York, Sales Tax Asset Receivable Corporation Revenue Bonds, Series A, 5.25% due 10/15/2027 (b) 4,580 South Carolina - 5.2% 11,600 South Carolina State Ports Authority, Ports Revenue Bonds, AMT, 5.30% due 7/01/2026 (e) 11,871 Texas - 5.3% 11,760 Harris County, Texas, Toll Road Revenue Refunding Bonds, Senior Lien, Series A, 5.25% due 8/15/2035 (e) 12,218 Total Municipal Bonds Held in Trust (Cost - $47,598) - 20.8% 47,634 Shares Held Short-Term Securities 9 Merrill Lynch Institutional Tax-Exempt Fund, 3.46% (j)(l) 9 Total Short-Term Securities (Cost - $9) - 0.0% 9 Total Investments (Cost - $353,170*) - 163.2% 372,979 Other Assets Less Liabilities - 1.5% 3,430 Liability for Trust Certificates, Including Interest Expense Payable - (10.0%) (22,866) Preferred Stock, at Redemption Value - (54.7%) (125,077) ----------- Net Assets Applicable to Common Stock - 100.0% $ 228,466 =========== * The cost and unrealized appreciation (depreciation) of investments as of January 31, 2007, as computed for federal income tax purposes, were as follows: Aggregate cost $ 330,550 ================= Gross unrealized appreciation $ 20,169 Gross unrealized depreciation (363) ----------------- Net unrealized appreciation $ 19,806 ================= (a) ACA Insured. (b) AMBAC Insured. (c) FGIC Insured. (d) FNMA/GNMA Collateralized. (e) FSA Insured. (f) Security may have a maturity of more than one year at time of issuance, but has variable rate and demand features that qualify it as a short-term security. The rate disclosed is that currently in effect. This rate changes periodically based upon prevailing market rates. (g) Securities represent underlying bonds transferred to a separate securitization trust established in a tender option bond transaction in which the Fund may have acquired the residual interest certificates. These securities serve as collateral in a financing transaction. (h) MBIA Insured. (i) Prerefunded. (j) Investments in companies considered to be an affiliate of the Fund, for purposes of Section 2(a)(3) of the Investment Company Act of 1940, were as follows: Net Dividend Affiliate Activity Income Merrill Lynch Institutional Tax-Exempt Fund - -+ + Amount is less than $1,000. (k) XL Capital Insured. (l) Represents the current yield as of January 31, 2007. (m) Represents a zero coupon bond; the interest rate shown reflects the effective yield at the time of purchase. Item 2 - Controls and Procedures 2(a) - The registrant's certifying officers have reasonably designed such disclosure controls and procedures to ensure material information relating to the registrant is made known to us by others particularly during the period in which this report is being prepared. The registrant's certifying officers have determined that the registrant's disclosure controls and procedures are effective based on our evaluation of these controls and procedures as of a date within 90 days prior to the filing date of this report. 2(b) - As of September 29, 2006, with the conclusion of the combination of Merrill Lynch's asset management business with BlackRock, the registrant was migrated to BlackRock's trading and compliance monitoring systems, and various personnel changes occurred. In conjunction with these business improvements, there were no changes in the registrants internal control over financial reporting (as defined in Rule 30a-3(d) under Act (17 CFR 270.30a-3(d)) that occurred during the last fiscal half-year of the period covered by this report that has materially affected, or is reasonably likely to affect, the registrant's internal control over financial reporting. Item 3 - Exhibits Certifications - Attached hereto Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. BlackRock MuniHoldings Fund, Inc. By: /s/ Robert C. Doll, Jr. ----------------------- Robert C. Doll, Jr. Chief Executive Officer BlackRock MuniHoldings Fund, Inc. Date: March 26, 2007 Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. By: /s/ Robert C. Doll, Jr. ----------------------- Robert C. Doll, Jr. Chief Executive Officer BlackRock MuniHoldings Fund, Inc. Date: March 26, 2007 By: /s/ Donald C. Burke ------------------- Donald C. Burke Chief Financial Officer BlackRock MuniHoldings Fund, Inc. Date: March 26, 2007