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