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:  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, 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: 05/01/06 - 07/31/06

Item 1 - Schedule of Investments


MuniHoldings Fund, Inc.



Schedule of Investments as of July 31, 2006                                                                        (in Thousands)

                          Face
State                   Amount   Municipal Bonds                                                                          Value
                                                                                                             
Alabama - 2.9%        $  1,750   Camden, Alabama, IDB, Exempt Facilities Revenue Bonds (Weyerhaeuser Company),
                                 Series A, 6.125% due 12/01/2024                                                      $     1,895

                         4,550   Jefferson County, Alabama, Limited Obligation School Warrants, Series A, 5%
                                 due 1/01/2024                                                                              4,657


Arizona - 3.3%             900   Maricopa County, Arizona, IDA, Education Revenue Bonds (Arizona Charter
                                 Schools Project 1), Series A, 6.50% due 7/01/2012                                            907

                         2,200   Maricopa County, Arizona, IDA, Education Revenue Bonds (Arizona Charter
                                 Schools Project 1), Series A, 6.75% due 7/01/2029                                          2,190

                         2,745   Phoenix, Arizona, IDA, Airport Facility, Revenue Refunding Bonds (America West
                                 Airlines Inc. Project), AMT, 6.30% due 4/01/2023                                           2,708

                         1,000   Pinal County, Arizona, COP, 5% due 12/01/2029                                              1,015

                           610   Show Low, Arizona, Improvement District Number 5, Special Assessment Bonds,
                                 6.375% due 1/01/2015                                                                         629


Arkansas - 0.9%          2,000   University of Arkansas, University Construction Revenue Bonds (UAMS Campus),
                                 Series B, 5% due 11/01/2023 (h)                                                            2,075


California - 19.5%         875   Agua Caliente Band of Cahuilla Indians, California, Casino Revenue Bonds, 5.60%
                                 due 7/01/2013                                                                                905

                         2,965   California Infrastructure and Economic Development Bank, Insured Revenue Bonds
                                 (Rand Corporation), Series A, 5.50% due 4/01/2032 (b)                                      3,152

                         3,405   California Pollution Control Financing Authority, PCR, Refunding, DRIVERS, AMT,
                                 Series 878Z, 6.719% due 12/01/2009 (g)(h)                                                  3,803

                           300   California State, GO, 5.50% due 4/01/2014 (i)                                                333

                         2,200   California State, GO, 5.50% due 4/01/2028                                                  2,378

                         6,800   California State Public Works Board, Lease Revenue Bonds (Department of
                                 Corrections), Series C, 5.25% due 6/01/2028                                                7,059

                         3,870   California Statewide Communities Development Authority, Health Facility Revenue
                                 Bonds (Memorial Health Services), Series A, 6% due 10/01/2023                              4,215

                         2,000   East Side Union High School District, California, Santa Clara County, GO (Election
                                 of 2002), Series D, 5% due 8/01/2021 (k)                                                   2,099

                         1,165   Golden State Tobacco Securitization Corporation of California, Tobacco Settlement
                                 Revenue Bonds, Series A-3, 7.875% due 6/01/2042                                            1,398



Portfolio Abbreviations


To simplify the listings of 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
DRIVERS    Derivative Inverse Tax-Exempt Receipts
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
RIB        Residual Interest Bonds
VRDN       Variable Rate Demand Notes



MuniHoldings Fund, Inc.



Schedule of Investments as of July 31, 2006 (concluded)                                                            (in Thousands)


                          Face
State                   Amount   Municipal Bonds                                                                          Value
                                                                                                             
California            $  6,000   Los Angeles, California, Unified School District, GO, Series A, 5% due
(concluded)                      1/01/2028 (h)                                                                        $     6,192

                         2,405   Montebello, California, Unified School District, GO, 5.61% due 8/01/2022 (c)(m)            1,133

                         2,455   Montebello, California, Unified School District, GO, 5.61% due 8/01/2023 (c)(m)            1,098

                         2,095   Oceanside, California, Unified School District, GO (Election of 2000), Series C,
                                 5.25% due 8/01/2032 (h)                                                                    2,196

                         3,490   Sequoia, California, Unified High School District, GO, Refunding, Series B, 5.50%
                                 due 7/01/2035 (e)                                                                          3,813

                         1,000   Sunnyvale, California, School District, GO (Election of 2004), Series A, 5% due
                                 9/01/2026 (e)                                                                              1,041

                         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)                2,972


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                                           1,002


Connecticut - 3.2%       2,285   Bridgeport, Connecticut, Senior Living Facilities Revenue Bonds (3030 Park
                                 Retirement Community Project), 7.25% due 4/01/2035                                         1,721

                         2,165   Connecticut State Development Authority, Airport Facility Revenue Bonds (Learjet
                                 Inc. Project), AMT, 7.95% due 4/01/2026                                                    2,566

                         2,735   Connecticut State Development Authority, IDR (AFCO Cargo BDL-LLC Project), AMT,
                                 8% due 4/01/2030                                                                           2,952


Florida - 8.1%           2,340   Miami-Dade County, Florida, Subordinate Special Obligation Revenue Bonds, Series A,
                                 5.24% due 10/01/2037 (h)(m)                                                                  456

                         2,250   Midtown Miami, Florida, Community Development District, Special Assessment Revenue
                                 Bonds, Series A, 6.25% due 5/01/2037                                                       2,439

                         2,550   Midtown Miami, Florida, Community Development District, Special Assessment Revenue
                                 Bonds, Series B, 6.50% due 5/01/2037                                                       2,805

                         3,225   Orange County, Florida, Health Facilities Authority, Hospital Revenue Bonds (Orlando
                                 Regional Healthcare), 6% due 12/01/2012 (i)                                                3,586

                         2,095   Orlando, Florida, Greater Orlando Aviation Authority, Airport Facilities Revenue
                                 Bonds (JetBlue Airways Corp.), AMT, 6.50% due 11/15/2036                                   2,185

                           800   Orlando, Florida, Urban Community Development District, Capital Improvement Special
                                 Assessment Bonds, Series A, 6.95% due 5/01/2033                                              862

                           725   Palm Coast Park Community Development District, Florida, Special Assessment Revenue
                                 Bonds, 5.70% due 5/01/2037                                                                   728

                         1,645   Preserve at Wilderness Lake, Florida, Community Development District, Capital
                                 Improvement Bonds, Series A, 5.90% due 5/01/2034                                           1,692

                         1,000   Tern Bay Community Development District, Florida, Capital Improvement Revenue
                                 Refunding Bonds, Series A, 5.375% due 5/01/2037                                              995

                         2,300   West Villages Improvement District, Florida, Special Assessment Revenue Refunding
                                 Bonds (Unit of Development Number 2), 5.80% due 5/01/2036                                  2,357


Georgia - 0.9%           1,750   Atlanta, Georgia, Tax Allocation Bonds (Atlantic Station Project), 7.90% due
                                 12/01/2024                                                                                 1,934


Illinois - 3.8%            730   Beardstown, Illinois, IDR (Jefferson Smurfit Corp. Project), 8% due 10/01/2016               747

                         1,000   Chicago, Illinois, O'Hare International Airport, Special Facility Revenue Refunding
                                 Bonds (American Airlines Inc. Project), 8.20% due 12/01/2024                               1,027

                         1,200   Chicago, Illinois, Special Assessment Bonds (Lake Shore East), 6.75% due 12/01/2032        1,289

                         4,000   Illinois HDA, Homeowner Mortgage Revenue Bonds, AMT, Sub-Series C-2, 5.35% due
                                 2/01/2027                                                                                  4,076

                           700   Illinois State Finance Authority Revenue Bonds (Landing At Plymouth Place Project),
                                 Series A, 6% due 5/15/2025                                                                   724

                           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)                                          5,955


Kentucky - 1.0%          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)                              2,136


Louisiana - 4.8%         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                            4,235

                         1,050   Louisiana State, Gas and Fuels Tax Revenue Bonds, Series A, 5% due 5/01/2030 (c)           1,080

                         1,750   New Orleans, Louisiana, Financing Authority Revenue Bonds (Xavier University of
                                 Louisiana Project), 5.30% due 6/01/2026 (h)                                                1,820

                         3,540   New Orleans, Louisiana, GO (Public Improvements), 5% due 10/01/2033 (h)                    3,592


Maryland - 5.7%          1,875   Anne Arundel County, Maryland, Special Obligation Revenue Bonds (Arundel Mills
                                 Project), 7.10% due 7/01/2009 (i)                                                          2,077

                         5,417   Baltimore, Maryland, Convention Center Hotel Revenue Bonds, RIB, Series 1252X,
                                 6.60% due 9/01/2039 (g)(k)                                                                 6,007

                         1,760   Maryland State Economic Development Corporation, Student Housing Revenue Bonds
                                 (University of Maryland College Park Project), 6% due 6/01/2013 (i)                        1,966

                         2,750   Maryland State Energy Financing Administration, Limited Obligation Revenue Bonds
                                 (Cogeneration-AES Warrior Run), AMT, 7.40% due 9/01/2019                                   2,774


Massachusetts - 4.4%     2,900   Massachusetts State, HFA, Housing Revenue Bonds, AMT, Series A, 5.25% due 12/01/2048       2,923

                         6,695   Massachusetts State School Building Authority, Dedicated Sales Tax Revenue Bonds,
                                 Series A, 5% due 8/15/2030 (e)                                                             6,936


Michigan - 2.6%          1,400   Flint, Michigan, Hospital Building Authority, Revenue Refunding Bonds (Hurley Medical
                                 Center), Series A, 6% due 7/01/2020 (a)                                                    1,500

                         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              3,138

                         1,300   Michigan State Strategic Fund, PCR (General Motors Corporation Project), VRDN,
                                 7.75% due 12/01/2008 (f)                                                                   1,300


Minnesota - 1.7%         3,500   Minneapolis, Minnesota, Community Development Agency, Supported Development Revenue
                                 Refunding Bonds, Series G-3, 5.45% due 12/01/2011 (i)                                      3,765


Mississippi - 5.4%       7,675   Claiborne County, Mississippi, PCR, Refunding (System Energy Resources Inc. Project),
                                 6.20% due 2/01/2026                                                                        7,712

                         2,500   Mississippi Business Finance Corporation, Mississippi, PCR, Refunding (System Energy
                                 Resources Inc. Project), 5.90% due 5/01/2022                                               2,508

                         1,000   Mississippi Development Bank, Special Obligation Revenue Refunding Bonds (Gulfport
                                 Water and Sewer System Project), 5.25% due 7/01/2017 (e)                                   1,085

                           810   Mississippi Development Bank, Special Obligation Revenue Refunding Bonds (Gulfport
                                 Water and Sewer System Project), 5.25% due 7/01/2019 (e)                                     873


Missouri - 1.4%          1,915   Fenton, Missouri, Tax Increment Revenue Refunding and Improvement Bonds (Gravois
                                 Bluffs), 7% due 10/01/2011 (i)                                                             2,205

                         1,000   Missouri State Development Finance Board, Infrastructure Facilities Revenue
                                 Refunding Bonds (Branson), Series A, 5.50% due 12/01/2032                                  1,030


New Jersey - 12.7%       5,385   New Jersey EDA, Cigarette Tax Revenue Bonds, 5.75% due 6/15/2029                           5,703

                         2,280   New Jersey EDA, Cigarette Tax Revenue Bonds, 5.75% due 6/15/2034                           2,399

                         1,475   New Jersey EDA, Retirement Community Revenue Bonds (Cedar Crest Village Inc.
                                 Facility), Series A, 7.25% due 11/15/2031                                                  1,595

                         2,600   New Jersey EDA, Retirement Community Revenue Bonds (Seabrook Village Inc.),
                                 Series A, 8.25% due 11/15/2030                                                             2,896

                         1,965   New Jersey EDA, School Facilities Construction Revenue Bonds, Series O, 5.125%
                                 due 3/01/2030                                                                              2,029

                         1,000   New Jersey EDA, Special Facility Revenue Bonds (Continental Airlines Inc. Project),
                                 AMT, 6.625% due 9/15/2012                                                                  1,053

                         2,950   New Jersey EDA, Special Facility Revenue Bonds (Continental Airlines Inc. Project),
                                 AMT, 6.25% due 9/15/2029                                                                   3,015

                         3,325   New Jersey Health Care Facilities Financing Authority Revenue Bonds (South Jersey
                                 Hospital), 6% due 7/01/2026                                                                3,521

                         3,500   New Jersey State Turnpike Authority, Turnpike Revenue Bonds, Series C, 5% due
                                 1/01/2030 (e)                                                                              3,616

                         2,315   Tobacco Settlement Financing Corporation of New Jersey, Asset-Backed Revenue Bonds,
                                 7% due 6/01/2041                                                                           2,637


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                                          2,053

                         3,720   New Mexico Finance Authority, Senior Lien State Transportation Revenue Bonds,
                                 Series A, 5.125% due 6/15/2018 (h)                                                         3,961


New York - 15.3%         1,185   Dutchess County, New York, IDA, Civic Facility Revenue Refunding Bonds (Saint
                                 Francis Hospital), Series A, 7.50% due 3/01/2029                                           1,286

                           535   New York City, New York, City IDA, Civic Facility Revenue Bonds, Series C, 6.80%
                                 due 6/01/2028                                                                                575

                           725   New York City, New York, City IDA, Special Facility Revenue Bonds (Continental
                                 Airlines Inc. Project), AMT, 8% due 11/01/2012                                               790

                           725   New York City, New York, City IDA, Special Facility Revenue Bonds (Continental
                                 Airlines Inc. Project), AMT, 8.375% due 11/01/2016                                           801

                         2,120   New York City, New York, Sales Tax Asset Receivable Corporation Revenue Bonds,
                                 DRIVERS, Series 1133Z, 6.621% due 10/15/2012 (b)(g)                                        2,396

                         9,115   New York City, New York, Sales Tax Asset Receivable Corporation Revenue Bonds,
                                 Series A, 5% due 10/15/2020 (h)                                                            9,590

                         3,680   New York State Dormitory Authority Revenue Bonds (School Districts Financing
                                 Program), Series D, 5.25% due 10/01/2023 (h)                                               3,915

                         3,150   Tobacco Settlement Financing Corporation of New York Revenue Bonds, Series A-1,
                                 5.50% due 6/01/2018                                                                        3,366

                         3,500   Tobacco Settlement Financing Corporation of New York Revenue Bonds, Series C-1,
                                 5.50% due 6/01/2017                                                                        3,717

                         3,800   Tobacco Settlement Financing Corporation of New York Revenue Bonds, Series C-1,
                                 5.50% due 6/01/2020 (c)                                                                    4,088

                         1,400   Tobacco Settlement Financing Corporation of New York Revenue Bonds, Series C-1,
                                 5.50% due 6/01/2022                                                                        1,492

                         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                            2,206


Oklahoma - 0.7%            200   Oklahoma State Industries Authority, Revenue Refunding Bonds (Integris Baptist),
                                 VRDN, Series B, 3.66% due 8/15/2029 (f)(h)                                                   200

                         1,425   Tulsa, Oklahoma, Municipal Airport Trust Revenue Refunding Bonds (AMR Corporation),
                                 AMT, Series A, 5.375% due 12/01/2035                                                       1,425


Oregon - 0.9%            2,050   Western Generation Agency, Oregon, Cogeneration Project Revenue Bonds (Wauna
                                 Cogeneration Project), AMT, Series B, 7.40% due 1/01/2016                                  2,058


Pennsylvania - 6.8%      1,700   Bucks County, Pennsylvania, IDA, Retirement Community Revenue Bonds (Ann's
                                 Choice Inc.), Series A, 6.25% due 1/01/2035                                                1,775

                         3,500   Pennsylvania Economic Development Financing Authority, Exempt Facilities Revenue
                                 Bonds (National Gypsum Company), AMT, Series B, 6.125% due 11/01/2027                      3,658

                           725   Philadelphia, Pennsylvania, Authority for IDR, Commercial Development, 7.75%
                                 due 12/01/2017                                                                               731

                         2,500   Philadelphia, Pennsylvania, Authority for IDR, Commercial Development (Days Inn),
                                 Refunding, Series B, 6.50% due 2/01/2007 (i)                                               2,579

                         1,105   Philadelphia, Pennsylvania, Authority for Industrial Development, Senior Living
                                 Revenue Bonds (Arbor House Inc. Project), Series E, 6.10% due 7/01/2033                    1,144

                         1,245   Philadelphia, Pennsylvania, Authority for Industrial Development, Senior Living
                                 Revenue Bonds (Saligman House Project), Series C, 6.10% due 7/01/2033                      1,289

                         3,500   Sayre, Pennsylvania, Health Care Facilities Authority, Revenue Bonds (Guthrie
                                 Healthcare System), Series B, 7.125% due 12/01/2031                                        4,126


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)                         3,206


South Carolina - 4.3%    3,020   Medical University Hospital Authority, South Carolina, Hospital Facilities Revenue
                                 Refunding Bonds, Series A, 6.375% due 8/15/2012 (i)                                        3,427

                         5,800   South Carolina State Ports Authority, Ports Revenue Bonds, RIB, AMT, Series 1390X,
                                 6.67% due 7/01/2026 (e)(g)                                                                 6,094


Tennessee - 8.3%         4,280   Hardeman County, Tennessee, Correctional Facilities Corporation Revenue Bonds,
                                 7.75% due 8/01/2017                                                                        4,424

                         1,845   Shelby County, Tennessee, Health, Educational and Housing Facility Board, Hospital
                                 Revenue Refunding Bonds (Methodist Healthcare), 6.50% due 9/01/2012 (i)                    2,108

                         2,730   Shelby County, Tennessee, Health, Educational and Housing Facility Board, Hospital
                                 Revenue Refunding Bonds (Methodist Healthcare), 6.50% due 9/01/2012 (i)                    3,119

                         3,400   Tennessee Educational Loan Revenue Bonds (Educational Funding South Inc.), AMT,
                                 Senior Series B, 6.20% due 12/01/2021                                                      3,412

                         5,200   Tennessee Energy Acquisition Corporation, Gas Revenue Bonds, Series A, 5.25% due
                                 9/01/2026                                                                                  5,640


Texas - 15.0%            4,000   Austin, Texas, Convention Center Revenue Bonds (Convention Enterprises Inc.), First
                                 Tier, Series A, 6.70% due 1/01/2028                                                        4,247

                         1,000   Brazos River Authority, Texas, PCR, Refunding (TXU Energy Company LLC Project),
                                 Series B, 4.75% due 5/01/2029                                                              1,002

                         2,340   Brazos River Authority, Texas, Revenue Refunding Bonds (Reliant Energy Inc. Project),
                                 Series B, 7.75% due 12/01/2018                                                             2,501

                         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                                                                              4,087

                         3,450   Harris County, Texas, Revenue Refunding Bonds, DRIVERS, Series 1111, 6.53% due
                                 8/15/2009 (e)(g)                                                                           3,713

                         2,430   Harris County, Texas, Revenue Refunding Bonds, DRIVERS, Series 1172-Z, 6.541%
                                 due 8/15/2009 (e)(g)                                                                       2,607

                         1,800   Houston, Texas, Health Facilities Development Corporation, Retirement Facility
                                 Revenue Bonds (Buckingham Senior Living Community), Series A, 7.125% due 2/15/2034         1,985

                         3,000   Lower Colorado River Authority, Texas, PCR (Samsung Austin Semiconductor), AMT,
                                 6.375% due 4/01/2027                                                                       3,110

                         1,485   Matagorda County, Texas, Navigation District Number 1, Revenue Refunding Bonds
                                 (Reliant Energy Inc.), Series C, 8% due 5/01/2029                                          1,586

                         1,425   Port Corpus Christi, Texas, Individual Development Corporation, Environmental
                                 Facilities Revenue Bonds (Citgo Petroleum Corporation Project), AMT, 8.25% due
                                 11/01/2031                                                                                 1,482

                         4,455   Texas State Department of Housing and Community Affairs, Residential Mortgage
                                 Revenue Bonds, AMT, Series A, 5.70% due 1/01/2033 (d)                                      4,526

                         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)                            2,858


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                              2,454


Virginia - 5.4%          1,150   Chesterfield County, Virginia, IDA, PCR (Virginia Electric and Power Company),
                                 Series A, 5.875% due 6/01/2017                                                             1,237

                         3,000   Fairfax County, Virginia, EDA, Resource Recovery Revenue Refunding Bonds, AMT,
                                 Series A, 6.10% due 2/01/2011 (b)                                                          3,239

                         3,825   Pocahontas Parkway Association, Virginia, Toll Road Revenue Bonds, Senior-Series A,
                                 5.50% due 8/15/2008 (i)                                                                    4,025

                         1,500   Pocahontas Parkway Association, Virginia, Toll Road Revenue Bonds, Senior-Series B,
                                 8.40% due 8/15/2008 (i)(m)                                                                   416

                           300   Pocahontas Parkway Association, Virginia, Toll Road Revenue Bonds, Senior-Series B,
                                 8.80% due 8/15/2008 (i)(m)                                                                    79

                         3,035   Tobacco Settlement Financing Corporation of Virginia, Asset-Backed Revenue Bonds,
                                 5.625% due 6/01/2037                                                                       3,149


Washington - 0.6%        1,365   Seattle, Washington, Housing Authority Revenue Bonds (Replacement Housing Project),
                                 6.125% due 12/01/2032                                                                      1,385


Wisconsin - 1.2%           825   Wisconsin State Health and Educational Facilities Authority Revenue Bonds (New
                                 Castle Place Project), Series A, 7% due 12/01/2031                                           850

                         1,755   Wisconsin State Health and Educational Facilities Authority Revenue Bonds
                                 (Synergyhealth Inc.), 6% due 11/15/2032                                                    1,882


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                                                             2,061


U.S. Virgin              3,460   Virgin Islands Government Refinery Facilities, Revenue Refunding Bonds
Islands - 1.7%                   (Hovensa Coker Project), AMT, 6.50% due 7/01/2021                                          3,876

                                 Total Municipal Bonds (Cost - $326,989) - 153.0%                                         343,519




                        Shares
                          Held   Short-Term Securities
                                                                                                                

                             9   Merrill Lynch Institutional Tax-Exempt Fund, 3.45% (j)(l)                                      9

                                 Total Short-Term Securities (Cost - $9) - 0.0%                                                 9

                                 Total Investments (Cost - $326,998*) - 153.0%                                            343,528
                                 Other Assets Less Liabilities - 2.7%                                                       6,079
                                 Preferred Stock, at Redemption Value - (55.7%)                                         (125,064)
                                                                                                                      -----------
                                 Net Assets Applicable to Common Stock - 100.0%                                       $   224,543
                                                                                                                      ===========


  * The cost and unrealized appreciation (depreciation) of investments
    as of July 31, 2006, as computed for federal income tax purposes,
    were as follows:


    Aggregate cost                              $           326,998
                                                ===================
    Gross unrealized appreciation               $            17,801
    Gross unrealized depreciation                           (1,271)
                                                -------------------
    Net unrealized appreciation                 $            16,530
                                                ===================


(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) The rate disclosed is that currently in effect. This rate changes
    periodically and inversely based upon prevailing market rates.

(h) MBIA Insured.

(i) Prerefunded.

(j) Represents the current yield as of July 31, 2006.

(k) XL Capital Insured.

(l) 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.


(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) -   There were no changes in the registrant's internal control over
         financial reporting (as defined in Rule 30a-3(d) under the Act
         (17 CFR 270.30a-3(d)) that occurred during the last fiscal quarter of
         the period covered by this report that has materially affected, or is
         reasonably likely to materially 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.


MuniHoldings Fund, Inc.


By:    /s/ Robert C. Doll, Jr.
       -----------------------
       Robert C. Doll, Jr.
       Chief Executive Officer
       MuniHoldings Fund, Inc.


Date:  September 20, 2006


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
       MuniHoldings Fund, Inc.


Date:  September 20, 2006


By:    /s/ Donald C. Burke
       -----------------------
       Donald C. Burke
       Chief Financial Officer
       MuniHoldings Fund, Inc.


Date:  September 20, 2006