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MuniHoldings Fund, Inc.
April 30, 1997
VIA ELECTRONIC FILING
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Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, D.C. 20549
Attention: Division of Investment Management
Re: MuniHoldings Fund, Inc.
Pre-Effective Amendment No. 2 under the
Securities Act of 1933 and Amendment No. 2
under the Investment Company Act of 1940 to the
Registration Statement on Form N-2
(Files Nos. 333-22645 and 811-08081
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Ladies and Gentlemen:
Pursuant to Rule 497(j) under the Securities Act of 1933, as amended
(the "1933 Act"), MuniHoldings Fund, Inc. (the "Fund") hereby certifies that:
(1) the form of prospectus that would have been filed pursuant to
Rule 497(c) under the 1933 Act would not have differed from that
contained in Pre-Effective Amendment No. 2 to the Fund's
Registration Statement on Form N-2, constituting the most recent
amendment to the Fund's Registration Statement on Form N-2; an d
(2) the text of Pre-Effective Amendment No. 2 to the Fund's
Registration Statement on Form N-2 was filed electronically with the
Securities and Exchange Commission on April 29, 1997.
Very truly yours,
MUNIHOLDINGS FUND, INC.
By: /s/ Alice A. Pellegrino
Alice A. Pellegrino
Assistant Secretary
