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: 04/30/06

Date of reporting period: 05/01/05 - 07/31/05

Item 1 - Schedule of Investments


MuniHoldings Fund, Inc.



Schedule of Investments as of July 31, 2005                                                                        (in Thousands)

                             Face
State                      Amount    Municipal Bonds                                                                     Value
                                                                                                            
Alabama - 3.0%         $    1,750    Camden, Alabama, IDB, Exempt Facilities Revenue Bonds (Weyerhaeuser Company),
                                     Series A, 6.125% due 12/01/2024                                                 $      1,945
                            4,550    Jefferson County, Alabama, Limited Obligation School Warrants, Series A,
                                     5% due 1/01/2024                                                                       4,753

Arizona - 2.7%                       Maricopa County, Arizona, IDA, Education Revenue Bonds (Arizona Charter
                                     Schools Project 1), Series A:
                              935        6.50% due 7/01/2012                                                                  941
                            2,300        6.75% due 7/01/2029                                                                2,262
                            3,000    Phoenix, Arizona, IDA, Airport Facility, Revenue Refunding Bonds (America West
                                     Airlines Inc. Project), AMT, 6.30% due 4/01/2023                                       2,266
                              675    Show Low, Arizona, Improvement District No. 5, Special Assessment Bonds, 6.375%
                                     due 1/01/2015                                                                            704

Arkansas - 1.0%             2,000    University of Arkansas, University Construction Revenue Bonds (UAMS Campus),
                                     Series B, 5% due 11/01/2023 (h)                                                        2,134

California - 26.3%            875    Agua Caliente Band of Cahuilla Indians, California, Casino Revenue Bonds,
                                     5.60% due 7/01/2013                                                                      890
                            2,965    California Infrastructure and Economic Development Bank, Insured Revenue Bonds
                                     (Rand Corporation), Series A, 5.50% due 4/01/2032 (a)                                  3,258
                            3,405    California Pollution Control Financing Authority, PCR, Refunding, DRIVERS, AMT,
                                     Series 878Z, 7.778% due 12/01/2009 (g)(h)                                              3,979
                            7,000    California State Department of Water Resources, Power Supply Revenue Bonds,
                                     Series A, 5.25% due 5/01/2020                                                          7,519
                            3,000    California State, GO, Refunding, 5.375% due 10/01/2027                                 3,228
                            6,800    California State Public Works Board, Lease Revenue Bonds (Department of
                                     Corrections), Series C, 5.25% due 6/01/2028                                            7,219
                            2,500    California State, Various Purpose, GO, 5.50% due 4/01/2028                             2,755
                            3,870    California Statewide Communities Development Authority, Health Facility Revenue
                                     Bonds (Memorial Health Services), Series A, 6% due 10/01/2023                          4,301



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)
DRIVERS    Derivative Inverse Tax-Exempt Receipts
EDA        Economic Development Authority
GO         General Obligation Bonds
HDA        Housing Development Authority
IDA        Industrial Development Authority
IDB        Industrial Development Board
IDR        Industrial Development Revenue Bonds
PCR        Pollution Control Revenue Bonds
VRDN       Variable Rate Demand Notes



MuniHoldings Fund, Inc.



Schedule of Investments as of July 31, 2005 (concluded)                                                            (in Thousands)

                             Face
State                      Amount    Municipal Bonds                                                                     Value
                                                                                                            
California             $    2,000    East Side Union High School District, California, Santa Clara County, GO

                           Shares
                             Held    Short-Term Securities
                                                                                                               
                                9    Merrill Lynch Institutional Tax-Exempt Fund (j)                                            9

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

                                     Total Investments (Cost - $319,042**) - 149.1%                                       338,316
                                     Liabilities in Excess of Other Assets - (0.6%)                                       (1,339)
                                     Preferred Stock, at Redemption Value - (48.5%)                                     (110,023)
                                                                                                                     ------------
                                     Net Assets Applicable to Common Stock - 100.0%                                  $    226,954
                                                                                                                     ============


  * Represents a zero coupon bond; the interest rate shown reflects the effective yield at
    the time of purchase by the Fund.

 ** The cost and unrealized appreciation (depreciation) of investments as of July 31, 2005,
    as computed for federal income tax purposes, were as follows:

                                                             (in Thousands)

    Aggregate cost                                           $      319,042
                                                             ==============
    Gross unrealized appreciation                            $       20,381
    Gross unrealized depreciation                                   (1,107)
                                                             --------------
    Net unrealized appreciation                              $       19,274
                                                             ==============

(a) AMBAC Insured.

(b) FGIC Insured.

(c) Radian Insured.

(d) FNMA/GNMA Collateralized.

(e) XL Capital Insured.

(f) FSA Insured.

(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) 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:

                                                             (in Thousands)

                                                  Net              Dividend
    Affiliate                                   Activity             Income

    Merrill Lynch Institutional
       Tax-Exempt Fund                             -                     -*

    * Amount is less than $1,000.

(k) 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.

(l) ACA Insured.



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 23, 2005


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 23, 2005


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


Date: September 23, 2005