UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 1)

BlackRock MuniHoldings Fund, Inc. (MHD)

(Name of Issuer)

Auction Rate Preferred

(Title of Class of Securities)

09253N203
09253N302
09253N401

(CUSIP Number)

June 16, 2011

(Date of Event which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

X   Rule 13d-1(b)
__ Rule 13d-1(c)
__ Rule 13d-1(d)