UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-CSRS CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT INVESTMENT COMPANIES Investment Company Act file number 811-08181 Name of Fund: BlackRock MuniHoldings Fund, Inc. (MHD) Fund Address: 100 Bellevue Parkway, Wilmington, DE 19809 Name and address of agent for service: Donald C. Burke, Chief Executive Officer, BlackRock 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: (800) 882-0052, Option 4 Date of fiscal year end: 04/30/2008 Date of reporting period: 05/01/2007 - 10/31/2007 Item 1 - Report to Stockholders EQUITIES FIXED INCOME REAL ESTATE LIQUIDITY ALTERNATIVES BLACKROCK SOLUTIONS Semi-Annual Report OCTOBER 31, 2007 (UNAUDITED) BlackRock MuniHoldings Fund, Inc. (MHD) BlackRock MuniHoldings Insured Fund, Inc. (MUS) (BLACKROCK logo) NOT FDIC INSURED MAY LOSE VALUE NO BANK GUARANTEE This report, including the financial information herein, is transmitted to shareholders of BlackRock MuniHoldings Fund, Inc. and BlackRock MuniHoldings Insured Fund, Inc. for their information. This is not a prospectus. Past performance results shown in this report should not be considered a representation of future performance. The Funds have leveraged their Common Stock and intend to remain leveraged by issuing Preferred Stock to provide the Common Stock shareholders with potentially higher rates of return. Leverage creates risks for Common Stock shareholders, including the likelihood of greater volatility of net asset value and market price of shares of the Common Stock, and the risk that fluctuations in the short-term dividend rates of the Preferred Stock may affect the yield to Common Stock shareholders. Statements and other information herein are as dated and are subject to change. A description of the policies and procedures that the Funds use to determine how to vote proxies relating to portfolio securities is available (1) without charge, upon request, by calling toll-free 1-800-441-7762; (2) on www.blackrock.com; and (3) on the Securities and Exchange Commission's Web site at http://www.sec.gov. Information about how the Funds vote proxies relating to securities held in the Funds' portfolios during the most recent 12-month period ended June 30 is available (1) at www.blackrock.com and (2) on the Securities and Exchange Commission's Web site at http://www.sec.gov. BlackRock MuniHoldings Fund, Inc. BlackRock MuniHoldings Insured Fund, Inc. P.O. Box 9011 Princeton, NJ 08543-9011 (GO PAPERLESS... logo) It's Fast, Convenient, & Timely! Table of Contents Page A Letter to Shareholders 3 Semi-Annual Report: Fund Summary 4 The Benefits and Risks of Leveraging 6 Swap Agreements 6 Financial Statements: Schedule of Investments 7 Statements of Net Assets 16 Statements of Operations 17 Statements of Changes in Net Assets 18 Financial Highlights 19 Notes to Financial Statements 21 Officers and Directors 24 Additional Information 25 SEMI-ANNUAL REPORT OCTOBER 31, 2007 A Letter to Shareholders Dear Shareholder The October reporting period was fairly tumultuous for financial markets, but culminated in positive performance for most major benchmarks: Total Returns as of October 31, 2007 6-month 12-month U.S. equities (S&P 500 Index) +5.49% +14.56% Small cap U.S. equities (Russell 2000 Index) +2.25% + 9.27% International equities (MSCI Europe, Australasia, Far East Index) +8.19% +24.91% Fixed income (Lehman Brothers U.S. Aggregate Bond Index) +2.68% + 5.38% Tax-exempt fixed income (Lehman Brothers Municipal Bond Index) +1.30% + 2.91% High yield bonds (Lehman Brothers U.S. Corporate High Yield 2% Issuer Cap Index) -0.07% + 6.89% Past performance is no guarantee of future results. Index performance shown for illustrative purposes only. You cannot invest directly in an index. Subprime mortgage woes dominated headlines for much of 2007, but intensified in the summer and fall, spawning a widespread liquidity and credit crisis with ramifications across global markets. The Federal Reserve Board (the "Fed") and other countries' central banks stepped in to inject liquidity into the markets and bolster investor confidence. The Fed cut the federal funds rate by 0.50% in September and another 0.25% on the final day of the reporting period, bringing its target rate to 4.50%. In taking action, the central bankers, who had long deemed themselves inflation fighters, were seeking to stem the fallout from the credit crunch and forestall a wider economic unraveling. By period-end, the Fed had cited the risks between slower economic growth and faster inflation as equally balanced. Amid the volatility throughout the past year, equity markets have displayed surprising resilience. Most recently, the credit turmoil dampened corporate merger-and-acquisition (M&A) activity, a key source of strength for equity markets. Still, market fundamentals have held firm, dividend payouts and share buybacks have continued to grow, and valuations remain attractive. These tailwinds generally have prevailed over the headwinds created by the slowing U.S. economy, troubled housing market and, recently, a more difficult corporate earnings backdrop. International markets fared even better than U.S. equities, benefiting from robust M&A activity and generally stronger economies. In fixed income markets, mixed economic signals and the credit woes resulted in a flight to quality. At the height of the uncertainty, investors shunned bonds associated with the housing and credit markets in favor of higher- quality Treasury issues. The yield on 10-year Treasury issues, which touched 5.30% in June (its highest level in five years), fell to 4.48% by period-end, while prices correspondingly rose. The tax-exempt bond market has been challenged by a combination of record-setting supply year-to-date, economic uncertainty and concerns around the credit worthiness of bond insurers. This has brought municipal bond prices to relatively attractive levels and, as such, demand generally has remained firm. As you navigate market volatility, we encourage you to review your investment goals with your financial professional and to make portfolio changes, as needed. For more market insight and commentary from BlackRock investment professionals, we invite you to visit www.blackrock.com/funds. As always, we thank you for entrusting BlackRock with your investment assets, and we look forward to continuing to serve you in the months and years ahead. Sincerely, /s/ Robert C. Doll, Jr. ----------------------- Robert C. Doll, Jr. Vice Chairman, BlackRock, Inc. /s/ Peter J. Hayes ------------------ Peter J. Hayes Managing Director, BlackRock, Inc. THIS PAGE NOT PART OF YOUR FUND REPORT Fund Summary as of October 31, 2007 BlackRock MuniHoldings Fund, Inc. Investment Objective BlackRock MuniHoldings Fund, Inc. (MHD) seeks to provide shareholders with current income exempt from federal income taxes by investing primarily in a portfolio of long-term, investment grade municipal obligations the interest on which, in the opinion of bond counsel to the issuer, is exempt from federal income taxes. Fund Information Symbol on New York Stock Exchange MHD Initial Offering Date May 2, 1997 Yield on Closing Market Price as of October 31, 2007 ($14.77)* 5.77% Tax Equivalent Yield** 8.88% Current Monthly Distribution per share of Common Stock*** $.071 Current Annualized Distribution per share of Common Stock*** $.852 Leverage as of October 31, 2007**** 35.81% * Yield on closing market price is calculated by dividing the current annualized distribution per share by the closing market price. Past performance does not guarantee future results. ** Tax equivalent yield assumes the maximum federal tax rate of 35%. *** The distribution is not constant and is subject to change. A portion of the distribution may be deemed a tax return of capital or net realized gain at fiscal year end. **** As a percentage of managed assets, which is the total assets of the Fund (including any assets attributable to Auction Market Preferred Stock that may be outstanding) minus the sum of accrued liabilities (other than debt representing financial leverage). The table below summarizes the changes in the Fund's market price and net asset value per share: 10/31/07 4/30/07 Change High Low Market Price $14.77 $16.49 (10.43%) $16.68 $14.42 Net Asset Value $16.09 $16.51 (2.54%) $16.53 $15.63 The following charts show the portfolio composition and credit quality allocations of the Fund's long-term investments: Portfolio Composition Credit Quality Allocations* Sector 10/31/07 4/30/07 Industrial & Pollution Control 19% 19% Hospital 18 19 City, County & State 14 14 Sales Tax 13 10 Transportation 9 11 Education 9 10 Power 6 3 Tobacco 4 6 Housing 4 4 Lease Revenue 3 3 Water & Sewer 1 1 Credit Rating 10/31/07 4/30/07 AAA/Aaa 35% 37% AA/Aa 12 10 A/A 18 16 BBB/Baa 13 15 BB/Ba 1 1 B/B 1 1 CCC/Caa 2 2 NR (Not Rated) 18 18 * Using the higher of S&P's or Moody's ratings. SEMI-ANNUAL REPORT OCTOBER 31, 2007 Fund Summary as of October 31, 2007 BlackRock MuniHoldings Insured Fund, Inc. Investment Objective BlackRock MuniHoldings Insured Fund, Inc. (MUS) seeks to provide shareholders with current income exempt from federal income taxes by investing primarily in a portfolio of long-term, investment grade municipal obligations the interest on which, in the opinion of bond counsel to the issuer, is exempt from federal income taxes. Under normal circumstances, the Fund also invests at least 80% of its total assets in municipal bonds that are covered by insurance. Fund Information Symbol on New York Stock Exchange MUS Initial Offering Date May 1, 1998 Yield on Closing Market Price as of October 31, 2007 ($12.14)* 4.79% Tax Equivalent Yield** 7.37% Current Monthly Distribution per share of Common Stock*** $.0485 Current Annualized Distribution per share of Common Stock*** $.582 Leverage as of October 31, 2007**** 43.03% * Yield on closing market price is calculated by dividing the current annualized distribution per share by the closing market price. Past performance does not guarantee future results. ** Tax equivalent yield assumes the maximum federal tax rate of 35%. *** The distribution is not constant and is subject to change. A portion of the distribution may be deemed a tax return of capital or net realized gain at fiscal year end. **** As a percentage of managed assets, which is the total assets of the Fund (including any assets attributable to Auction Market Preferred Stock that may be outstanding) minus the sum of accrued liabilities (other than debt representing financial leverage). The table below summarizes the changes in the Fund's market price and net asset value per share: 10/31/07 4/30/07 Change High Low Market Price $12.14 $13.13 (7.54%) $13.18 $11.85 Net Asset Value $13.74 $14.10 (2.55%) $14.11 $13.25 The following charts show the portfolio composition and credit quality allocations of the Fund's long-term investments: Portfolio Composition Credit Quality Allocations* Sector 10/31/07 4/30/07 City, County & State 17% 23% Sales Tax 15 17 Education 13 14 Hospital 11 6 Lease Revenue 10 10 Housing 9 7 Power 9 2 Transportation 9 10 Industrial & Pollution Control 4 6 Water & Sewer 2 2 Resource Recovery 1 1 Tobacco 0 2 Credit Rating 10/31/07 4/30/07 AAA/Aaa 90% 89% AA/Aa 2 4 A/A 5 3 BBB/Baa 3 4 * Using the higher of S&P's or Moody's ratings. SEMI-ANNUAL REPORT OCTOBER 31, 2007 The Benefits and Risks of Leveraging The Funds utilize leverage to seek to enhance the yield and net asset value of their Common Stock. However, these objectives cannot be achieved in all interest rate environments. To leverage, each Fund issues Preferred Stock, which pays dividends at prevailing short-term interest rates, and invests the proceeds in long-term municipal bonds. The interest earned on these investments is paid to Common Stock shareholders in the form of dividends, and the value of these portfolio holdings is reflected in the per share net asset value of each Fund's Common Stock. However, in order to benefit Common Stock shareholders, the yield curve must be positively sloped; that is, short-term interest rates must be lower than long-term interest rates. At the same time, a period of generally declining interest rates will benefit Common Stock shareholders. If either of these conditions change, then the risks of leveraging will begin to outweigh the benefits. To illustrate these concepts, assume a fund's Common Stock capitalization of $100 million and the issuance of Preferred Stock for an additional $50 million, creating a total value of $150 million available for investment in long-term municipal bonds. If prevailing short-term interest rates are approximately 3% and long-term interest rates are approximately 6%, the yield curve has a strongly positive slope. The fund pays dividends on the $50 million of Preferred Stock based on the lower short-term interest rates. At the same time, the fund's total portfolio of $150 million earns the income based on long-term interest rates. In this case, the dividends paid to Preferred Stock shareholders are significantly lower than the income earned on the fund's long-term investments, and therefore the Common Stock shareholders are the beneficiaries of the incremental yield. However, if short-term interest rates rise, narrowing the differential between short-term and long-term interest rates, the incremental yield pickup on the Common Stock will be reduced or eliminated completely. At the same time, the market value on the fund's Common Stock (that is, its price as listed on the New York Stock Exchange), may, as a result, decline. Furthermore, if long-term interest rates rise, the Common Stock's net asset value will reflect the full decline in the price of the portfolio's investments, since the value of the fund's Preferred Stock does not fluctuate. In addition to the decline in net asset value, the market value of the fund's Common Stock may also decline. As of October 31, 2007, BlackRock MuniHoldings Fund, Inc. and BlackRock MuniHoldings Insured Fund, Inc. had leverage amounts, due to Auction Market Preferred Stock, of 35.81% and 43.03% of total net assets, respectively, before the deduction of Preferred Stock. As a part of their investment strategy, the Funds may invest in certain securities whose potential income return is inversely related to changes in a floating interest rate ("inverse floaters"). In general, income on inverse floaters will decrease when short-term interest rates increase and increase when short-term interest rates decrease. Investments in inverse floaters may be characterized as derivative securities and may subject the Funds to the risks of reduced or eliminated interest payments and losses of invested principal. In addition, inverse floaters have the effect of providing investment leverage and, as a result, the market value of such securities will generally be more volatile than that of fixed-rate, tax-exempt securities. To the extent the Funds invest in inverse floaters, the market value of each Fund's portfolio and the net asset value of each Fund's shares may also be more volatile than if the Funds did not invest in these securities. (See Note 1(c) to Financial Statements for details of municipal bonds held in trust.) Swap Agreements The Funds may invest in swap agreements, which are over-the-counter contracts in which one party agrees to make periodic payments based on the change in market value of a specified bond, basket of bonds, or index in return for periodic payments based on a fixed or variable interest rate or the change in market value of a different bond, basket of bonds or index. Swap agreements may be used to obtain exposure to a bond or market without owning or taking physical custody of securities. Swap agreements involve the risk that the party with whom each Fund has entered into a swap will default on its obligation to pay the Fund and the risk that the Fund will not be able to meet its obligations to pay the other party to the agreement. SEMI-ANNUAL REPORT OCTOBER 31, 2007 Schedule of Investments as of October 31, 2007 (Unaudited) BlackRock MuniHoldings Fund, Inc. (In Thousands) Face 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 $ 1,868 4,550 Jefferson County, Alabama, Limited Obligation School Warrants, Series A, 5% due 1/01/2024 4,698 Arizona--6.6% Maricopa County, Arizona, IDA, Education Revenue Bonds (Arizona Charter Schools Project 1), Series A: 900 6.50% due 7/01/2012 898 2,200 6.75% due 7/01/2029 2,141 2,215 Phoenix, Arizona, IDA, Airport Facility, Revenue Refunding Bonds (America West Airlines Inc. Project), AMT, 6.30% due 4/01/2023 2,220 1,000 Pinal County, Arizona, COP, 5% due 12/01/2029 1,002 Salt Verde Financial Corporation, Arizona, Senior Gas Revenue Bonds: 3,505 5% due 12/01/2032 3,383 4,905 5% due 12/01/2037 4,692 510 Show Low, Arizona, Improvement District Number 5, Special Assessment Bonds, 6.375% due 1/01/2015 516 Arkansas--0.9% 2,000 University of Arkansas, University Construction Revenue Bonds (UAMS Campus), Series B, 5% due 11/01/2023 (d) 2,088 California--17.0% 875 Agua Caliente Band of Cahuilla Indians, California, Casino Revenue Bonds, 5.60% due 7/01/2013 899 2,965 California Infrastructure and Economic Development Bank, Insured Revenue Bonds (Rand Corporation), Series A, 5.50% due 4/01/2012 (a)(f) 3,138 6,800 California State Public Works Board, Lease Revenue Bonds (Department of Corrections), Series C, 5.25% due 6/01/2028 7,019 California State, GO (f): 300 5.50% due 4/01/2014 334 2,100 5.50% due 4/01/2014 2,338 100 5.50% due 4/01/2014 111 3,955 California State, GO, Refunding, 5% due 6/01/2032 4,017 3,870 California Statewide Communities Development Authority, Health Facility Revenue Bonds (Memorial Health Services), Series A, 6% due 10/01/2023 4,123 2,000 East Side Union High School District, California, Santa Clara County, GO (Election of 2002), Series D, 5% due 8/01/2021 (g) 2,109 1,165 Golden State Tobacco Securitization Corporation of California, Tobacco Settlement Revenue Bonds, Series A-3, 7.875% due 6/01/2013 (f) 1,412 Face Amount Municipal Bonds Value California (concluded) Montebello, California, Unified School District, GO (b)(m): $ 2,405 5.61% due 8/01/2022 $ 1,240 2,455 5.61% due 8/01/2023 1,198 2,095 Oceanside, California, Unified School District, GO (Election of 2000), Series C, 5.25% due 8/01/2032 (d) 2,202 3,490 Sequoia, California, Unified High School District, GO, Refunding, Series B, 5.50% due 7/01/2035 (c) 3,785 1,000 Sunnyvale, California, School District, GO (Election of 2004), Series A, 5% due 9/01/2026 (c) 1,046 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 (c) 2,976 Colorado--1.7% 2,645 Elk Valley, Colorado, Public Improvement Revenue Bonds (Public Improvement Fee), Series A, 7.35% due 9/01/2031 2,752 1,000 Plaza Metropolitan District Number 1, Colorado, Tax Allocation Revenue Bonds (Public Improvement Fees), 8.125% due 12/01/2025 985 Connecticut--2.4% 2,165 Connecticut State Development Authority, Airport Facility Revenue Bonds (Learjet Inc. Project), AMT, 7.95% due 4/01/2026 2,515 2,735 Connecticut State Development Authority, IDR (AFCO Cargo BDL-LLC Project), AMT, 8% due 4/01/2030 2,908 Florida--7.7% 3,190 Hillsborough County, Florida, IDA, Hospital Revenue Bonds (H. Lee Moffitt Cancer Center Project), Series A, 5.25% due 7/01/2037 3,216 2,340 Miami-Dade County, Florida, Subordinate Special Obligation Revenue Bonds, Series A, 5.24% due 10/01/2037 (d)(m) 501 Midtown Miami, Florida, Community Development District, Special Assessment Revenue Bonds: 2,250 Series A, 6.25% due 5/01/2037 2,205 2,550 Series B, 6.50% due 5/01/2037 2,567 3,225 Orange County, Florida, Health Facilities Authority, Hospital Revenue Bonds (Orlando Regional Healthcare), 6% due 12/01/2012 (f) 3,578 2,095 Orlando, Florida, Greater Orlando Aviation Authority, Airport Facilities Revenue Bonds (JetBlue Airways Corp.), AMT, 6.50% due 11/15/2036 2,126 800 Orlando, Florida, Urban Community Development District, Capital Improvement Special Assessment Bonds, Series A, 6.95% due 5/01/2033 842 Portfolio Abbreviations To simplify the listings of portfolio holdings in the Schedule of Investments, we have abbreviated the names and descriptions of many of the securities according to the list below and at right. 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 M/F Multi-Family PCR Pollution Control Revenue Bonds S/F Single-Family VRDN Variable Rate Demand Notes SEMI-ANNUAL REPORT OCTOBER 31, 2007 Schedule of Investments (continued) BlackRock MuniHoldings Fund, Inc. (In Thousands) Face Amount Municipal Bonds Value Florida (concluded) $ 725 Palm Coast Park Community Development District, Florida, Special Assessment Revenue Bonds, 5.70% due 5/01/2037 $ 655 1,615 Preserve at Wilderness Lake, Florida, Community Development District, Capital Improvement Bonds, Series A, 5.90% due 5/01/2034 1,581 Georgia--2.9% 1,750 Atlanta, Georgia, Tax Allocation Bonds (Atlantic Station Project), 7.90% due 12/01/2011 (f) 2,051 Atlanta, Georgia, Tax Allocation Refunding Bonds (Atlantic Station Project) (e): 1,000 5.25% due 12/01/2020 1,080 2,000 5.25% due 12/01/2021 2,152 1,000 5.25% due 12/01/2022 1,074 Illinois--3.0% 1,200 Chicago, Illinois, Special Assessment Bonds (Lake Shore East), 6.75% due 12/01/2032 1,260 4,000 Illinois HDA, Homeowner Mortgage Revenue Bonds, AMT, Sub-Series C-2, 5.35% due 2/01/2027 4,050 700 Illinois State Finance Authority Revenue Bonds (Landing At Plymouth Place Project), Series A, 6% due 5/15/2025 712 625 Naperville, Illinois, IDR (General Motors Corporation), Refunding, VRDN, 6.50% due 12/01/2012 (i) 625 Indiana--2.4% 7,645 Allen County, Indiana, Redevelopment District Tax Increment Revenue Bonds (General Motors Development Area), 7% due 5/15/2008 (f)(m) 5,340 Kentucky--1.3% 2,000 Louisville and Jefferson Counties, Kentucky, Metropolitan Sewer District, Sewer and Drain System Revenue Bonds, Series A, 5.50% due 5/15/2034 (d) 2,129 800 Public Energy Authority of Kentucky, Inc., Gas Supply Revenue Bonds (BP Corporation of North America), VRDN, Series A, 3.54% due 8/01/2016 (i) 800 Louisiana--4.3% 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 4,172 1,750 New Orleans, Louisiana, Financing Authority Revenue Bonds (Xavier University of Louisiana Project), 5.30% due 6/01/2026 (d) 1,815 3,540 New Orleans, Louisiana, GO (Public Improvements), 5% due 10/01/2033 (d) 3,626 Maryland--3.0% 1,870 Anne Arundel County, Maryland, Special Obligation Revenue Bonds (Arundel Mills Project), 7.10% due 7/01/2009 (f) 2,009 1,760 Maryland State Economic Development Corporation, Student Housing Revenue Bonds (University of Maryland College Park Project), 6% due 6/01/2013 (f) 1,976 2,750 Maryland State Energy Financing Administration, Limited Obligation Revenue Bonds (Cogeneration-AES Warrior Run), AMT, 7.40% due 9/01/2019 2,757 Face Amount Municipal Bonds Value Massachusetts--3.6% $ 5,000 Massachusetts State School Building Authority, Dedicated Sales Tax Revenue Bonds, Series A, 5% due 8/15/2030 (c) $ 5,189 2,900 Massachusetts State, HFA, Housing Revenue Bonds, AMT, Series A, 5.25% due 12/01/2048 2,903 Michigan--2.6% 1,400 Flint, Michigan, Hospital Building Authority, Revenue Refunding Bonds (Hurley Medical Center), Series A, 6% due 7/01/2020 (e) 1,477 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 3,081 1,300 Michigan State Strategic Fund, PCR (General Motors Corporation Project), VRDN, 7% due 12/01/2008 (i) 1,300 Minnesota--1.7% 3,499 Minneapolis, Minnesota, Community Development Agency, Supported Development Revenue Refunding Bonds, Series G-3, 5.45% due 12/01/2011 (f) 3,753 Mississippi--5.5% 7,675 Claiborne County, Mississippi, PCR, Refunding (System Energy Resources Inc. Project), 6.20% due 2/01/2026 7,707 2,500 Mississippi Business Finance Corporation, Mississippi, PCR, Refunding (System Energy Resources Inc. Project), 5.90% due 5/01/2022 2,528 Mississippi Development Bank, Special Obligation Revenue Refunding Bonds (Gulfport Water and Sewer System Project) (c): 1,000 5.25% due 7/01/2017 1,097 810 5.25% due 7/01/2019 881 Missouri--1.4% 1,915 Fenton, Missouri, Tax Increment Revenue Refunding and Improvement Bonds (Gravois Bluffs), 7% due 10/01/2011 (f) 2,172 1,000 Missouri State Development Finance Board, Infrastructure Facilities Revenue Refunding Bonds (Branson), Series A, 5.50% due 12/01/2032 1,007 New Jersey--12.9% New Jersey EDA, Cigarette Tax Revenue Bonds: 5,385 5.75% due 6/15/2029 5,641 2,280 5.75% due 6/15/2034 2,396 New Jersey EDA, Retirement Community Revenue Bonds (f): 1,475 (Cedar Crest Village Inc. Facility), Series A, 7.25% due 11/15/2011 1,684 2,600 (Seabrook Village Inc.), Series A, 8.25% due 11/15/2010 2,975 1,965 New Jersey EDA, School Facilities Construction Revenue Bonds, Series O, 5.125% due 3/01/2030 2,045 New Jersey EDA, Special Facility Revenue Bonds (Continental Airlines Inc. Project), AMT: 2,950 6.25% due 9/15/2029 2,982 1,000 6.625% due 9/15/2012 1,032 SEMI-ANNUAL REPORT OCTOBER 31, 2007 Schedule of Investments (continued) BlackRock MuniHoldings Fund, Inc. (In Thousands) Face Amount Municipal Bonds Value New Jersey (concluded) $ 3,325 New Jersey Health Care Facilities Financing Authority Revenue Bonds (South Jersey Hospital), 6% due 7/01/2012 (f) $ 3,656 3,500 New Jersey State Turnpike Authority, Turnpike Revenue Bonds, Series C, 5% due 1/01/2030 (c) 3,630 2,315 Tobacco Settlement Financing Corporation of New Jersey, Asset-Backed Revenue Bonds, 7% due 6/01/2013 (f) 2,706 New Mexico--0.9% 2,000 Farmington, New Mexico, PCR, Refunding (Public Service Company of New Mexico--San Juan Project), Series A, 6.30% due 12/01/2016 2,044 New York--12.4% 1,155 Dutchess County, New York, IDA, Civic Facility Revenue Refunding Bonds (Saint Francis Hospital), Series A, 7.50% due 3/01/2029 1,253 535 New York City, New York, City IDA, Civic Facility Revenue Bonds, Series C, 6.80% due 6/01/2028 573 New York City, New York, City IDA, Special Facility Revenue Bonds (Continental Airlines Inc. Project), AMT: 725 8% due 11/01/2012 774 725 8.375% due 11/01/2016 780 9,115 New York City, New York, Sales Tax Asset Receivable Corporation Revenue Bonds, Series A, 5% due 10/15/2020 (d) 9,675 3,680 New York State Dormitory Authority Revenue Bonds (School Districts Financing Program), Series D, 5.25% due 10/01/2023 (d) 3,912 Tobacco Settlement Financing Corporation of New York Revenue Bonds: 3,150 Series A-1, 5.50% due 6/01/2018 3,357 3,500 Series C-1, 5.50% due 6/01/2017 3,689 1,400 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 2,164 Pennsylvania--5.8% 1,700 Bucks County, Pennsylvania, IDA, Retirement Community Revenue Bonds (Ann's Choice Inc.), Series A, 6.25% due 1/01/2035 1,743 3,500 Pennsylvania Economic Development Financing Authority, Exempt Facilities Revenue Bonds (National Gypsum Company), AMT, Series B, 6.125% due 11/01/2027 3,559 725 Philadelphia, Pennsylvania, Authority for IDR, Commercial Development, 7.75% due 12/01/2017 726 Philadelphia, Pennsylvania, Authority for Industrial Development, Senior Living Revenue Bonds: 1,105 (Arbor House Inc. Project), Series E, 6.10% due 7/01/2033 1,141 1,245 (Saligman House Project), Series C, 6.10% due 7/01/2033 1,285 Face Amount Municipal Bonds Value Pennsylvania (concluded) $ 300 Philadelphia, Pennsylvania, Hospitals and Higher Education Facilities Authority, Hospital Revenue Refunding Bonds (Children's Hospital Project), VRDN, Series A, 3.48% due 2/15/2014 (i) $ 300 3,500 Sayre, Pennsylvania, Health Care Facilities Authority, Revenue Bonds (Guthrie Healthcare System), Series B, 7.125% due 12/01/2011 (f) 4,195 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 (f) 3,178 South Carolina--1.5% 3,020 Medical University Hospital Authority, South Carolina, Hospital Facilities Revenue Refunding Bonds, Series A, 6.375% due 8/15/2012 (f) 3,387 South Dakota--0.8% 1,825 South Dakota State Health and Educational Facilities Authority Revenue Bonds (Sanford Health), 5% due 11/01/2040 1,827 Tennessee--6.6% 4,030 Hardeman County, Tennessee, Correctional Facilities Corporation Revenue Bonds, 7.75% due 8/01/2017 4,114 Shelby County, Tennessee, Health, Educational and Housing Facility Board, Hospital Revenue Refunding Bonds: 4,575 (Methodist Healthcare), 6.50% due 9/01/2012 (f) 5,172 2,250 (Saint Jude Children's Research Hospital), 5% due 7/01/2031 2,277 3,160 Tennessee Educational Loan Revenue Bonds (Educational Funding South Inc.), AMT, Senior Series B, 6.20% due 12/01/2021 3,166 Texas--13.6% 4,000 Austin, Texas, Convention Center Revenue Bonds (Convention Enterprises Inc.), First Tier, Series A, 6.70% due 1/01/2011 (f) 4,379 300 Bell County, Texas, Health Facilities Development Corporation, Hospital Revenue Bonds (Scott & White Memorial Hospital), VRDN, Series B-1, 3.55% due 8/15/2029 (d)(i) 300 2,340 Brazos River Authority, Texas, Revenue Refunding Bonds (Reliant Energy Inc. Project), Series B, 7.75% due 12/01/2018 2,420 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 3,898 1,800 Houston, Texas, Health Facilities Development Corporation, Retirement Facility Revenue Bonds (Buckingham Senior Living Community), Series A, 7.125% due 2/15/2014 (f) 2,149 3,000 Lower Colorado River Authority, Texas, PCR (Samsung Austin Semiconductor), AMT, 6.375% due 4/01/2027 3,049 SEMI-ANNUAL REPORT OCTOBER 31, 2007 Schedule of Investments (continued) BlackRock MuniHoldings Fund, Inc. (In Thousands) Face Amount Municipal Bonds Value Texas (concluded) $ 1,485 Matagorda County, Texas, Navigation District Number 1, Revenue Refunding Bonds (Reliant Energy Inc.), Series C, 8% due 5/01/2029 $ 1,532 200 North Central Texas, Health Facility Development Corporation Revenue Bonds (Methodist Hospitals- Dallas), VRDN, Series B, 3.55% due 10/01/2015 (d)(i) 200 1,425 Port Corpus Christi, Texas, Individual Development Corporation, Environmental Facilities Revenue Bonds (Citgo Petroleum Corporation Project), AMT, 8.25% due 11/01/2031 1,457 SA Energy Acquisition Public Facilities Corporation, Texas, Gas Supply Revenue Bonds: 2,425 5.50% due 8/01/2023 2,526 1,100 5.50% due 8/01/2024 1,144 1,120 5.50% due 8/01/2025 1,163 3,225 Texas State Department of Housing and Community Affairs, Residential Mortgage Revenue Bonds, AMT, Series A, 5.70% due 1/01/2033 (j) 3,274 2,770 Texas State Department of Housing and Community Affairs, Residential Mortgage Revenue Refunding Bonds, AMT, Series B, 5.25% due 7/01/2022 (j) 2,853 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 2,487 Virginia--3.7% 1,150 Chesterfield County, Virginia, IDA, PCR (Virginia Electric and Power Company), Series A, 5.875% due 6/01/2017 1,220 3,000 Fairfax County, Virginia, EDA, Resource Recovery Revenue Refunding Bonds, AMT, Series A, 6.10% due 2/01/2011 (a) 3,217 1,800 Pocahontas Parkway Association, Virginia, Toll Road Revenue Bonds, Senior Series B, 8.40% due 8/15/2008 (f)(m) 522 3,035 Tobacco Settlement Financing Corporation of Virginia, Asset-Backed Revenue Bonds, 5.625% due 6/01/2015 (f) 3,399 Washington--0.6% 1,340 Seattle, Washington, Housing Authority Revenue Bonds (Replacement Housing Project), 6.125% due 12/01/2032 1,355 Wisconsin--1.2% Wisconsin State Health and Educational Facilities Authority Revenue Bonds: 825 (New Castle Place Project), Series A, 7% due 12/01/2031 845 1,755 (SynergyHealth Inc.), 6% due 11/15/2032 1,820 Puerto Rico--2.1% 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 2,069 19,236 Puerto Rico Sales Tax Financing Corporation, Sales Tax Revenue Refunding Bonds, Series A, 5.06% due 8/01/2047 (a)(m) 2,623 Face Amount Municipal Bonds Value U.S. Virgin Islands--1.6% $ 3,460 Virgin Islands Government Refinery Facilities, Revenue Refunding Bonds (Hovensa Coker Project), AMT, 6.50% due 7/01/2021 $ 3,672 Total Municipal Bonds (Cost--$292,603)--137.1% 306,710 Municipal Bonds Held in Trust (h) California--5.6% 6,810 California Pollution Control Financing Authority, PCR, Refunding (Pacific Gas and Electric), AMT, Series A, 5.35%, due 12/01/2016 (d) 7,157 5,210 San Jose, California, Airport Revenue Refunding Bonds, Series A, 5.50% due 3/01/2032 (a) 5,514 Maryland--5.1% 10,835 Baltimore, Maryland, Convention Center Hotel Revenue Bonds, Senior Series A, 5.25% due 9/01/2039 (g) 11,357 New York--2.0% 4,240 New York City, New York, Sales Tax Asset Receivable Corporation Revenue Bonds, Series A, 5.25% due 10/15/2027 (a) 4,503 South Carolina--5.3% 11,600 South Carolina State Ports Authority, Ports Revenue Bonds, AMT, 5.30% due 7/01/2026 (c) 11,790 Texas--5.5% 11,760 Harris County, Texas, Toll Road Revenue Refunding Bonds, Senior Lien, Series A, 5.25% due 8/15/2035 (c) 12,319 Total Municipal Bonds Held in Trust (Cost--$53,013)--23.5% 52,640 Shares Held Short-Term Securities 9 Merrill Lynch Institutional Tax-Exempt Fund, 3.43% (k)(l) 9 Total Short-Term Securities (Cost--$9)--0.0% 9 Total Investments (Cost--$345,625*)--160.6% 359,359 Other Assets Less Liabilities--6.6% 14,837 Liability for Trust Certificates, Including Interest Expense Payable--(11.3%) (25,454) Preferred Stock, at Redemption Value--(55.9%) (125,040) ---------- Net Assets Applicable to Common Stock--100.0% $ 223,702 ========== SEMI-ANNUAL REPORT OCTOBER 31, 2007 Schedule of Investments (concluded) BlackRock MuniHoldings Fund, Inc. (In Thousands) * The cost and unrealized appreciation (depreciation) of investments as of October 31, 2007, as computed for federal income tax purposes, were as follows: Aggregate cost $ 320,193 =============== Gross unrealized appreciation $ 15,228 Gross unrealized depreciation (1,290) --------------- Net unrealized appreciation $ 13,938 =============== (a) AMBAC Insured. (b) FGIC Insured. (c) FSA Insured. (d) MBIA Insured. (e) ACA Insured. (f) Prerefunded. (g) XL Capital Insured. (h) Securities represent underlying bonds transferred to a separate securitization trust established in a tender option bond transaction in which the Fund may have acquired the residual interest certificates. These securities serve as collateral in a financing transaction. See Note 1(c) to Financial Statements for details of municipal bonds held in trust. (i) 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. (j) FNMA/GNMA Collateralized. (k) 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. (l) Represents the current yield as of October 31, 2007. (m) Represents a zero coupon bond; the interest rate shown reflects the effective yield at the time of purchase. See Notes to Financial Statements. SEMI-ANNUAL REPORT OCTOBER 31, 2007 Schedule of Investments as of October 31, 2007 (Unaudited) BlackRock MuniHoldings Insured Fund, Inc. (In Thousands) Face Amount Municipal Bonds Value Alabama--1.3% $ 2,170 Jefferson County, Alabama, Limited Obligation School Warrants, Series A, 5.50% due 1/01/2022 $ 2,324 Arizona--1.1% 2,100 Salt Verde Financial Corporation, Arizona, Senior Gas Revenue Bonds, 5% due 12/01/2037 2,009 California--26.7% 2,000 California State Public Works Board, Lease Revenue Bonds (Department of General Services--Capitol East End Complex), Series A, 5% due 12/01/2027 (a) 2,080 1,300 California State, GO, 5.50% due 4/01/2014 (f) 1,448 5,955 California State, Various Purpose, GO, 5.25% due 12/01/2022 (d) 6,325 East Side Union High School District, California, Santa Clara County, GO (Election of 2002): 1,800 Series B, 5% due 8/01/2027 (b) 1,871 5,155 Series D, 5% due 8/01/2029 (g) 5,359 2,565 Modesto, California, Schools Infrastructure Financing Agency, Special Tax Bonds, 5.50% due 9/01/2036 (a) 2,714 1,265 San Jose, California, GO (Libraries, Parks and Public Safety Projects), 5% due 9/01/2030 (e) 1,305 San Pablo, California, Joint Powers Financing Authority, Tax Allocation Revenue Refunding Bonds (e)(q): 2,635 5.66% due 12/01/2024 1,110 2,355 5.66% due 12/01/2025 935 2,355 5.66% due 12/01/2026 886 4,265 Santa Ana, California, Unified School District, GO, 5% due 8/01/2032 (e) 4,363 3,145 Sequoia, California, Unified High School District, GO, Refunding, Series B, 5.50% due 7/01/2035 (d) 3,411 4,540 Stockton, California, Public Financing Revenue Bonds (Redevelopment Projects), Series A, 5.25% due 9/01/2031 (h) 4,575 Tustin, California, Unified School District, Senior Lien Special Tax Bonds (Community Facilities District Number 97-1), Series A (d): 2,180 5% due 9/01/2032 2,226 2,800 5% due 9/01/2038 2,854 2,000 University of California Revenue Bonds (Multiple Purpose Projects), Series Q, 5% due 9/01/2022 (d) 2,088 3,480 West Contra Costa, California, Unified School District, GO, Series C, 5% due 8/01/2021 (b) 3,654 Colorado--6.4% 10,620 Aurora, Colorado, COP, 5.75% due 12/01/2010 (a)(f) 11,321 Connecticut--0.1% 200 Connecticut State Health and Educational Facilities Authority Revenue Bonds (Quinnipiac University), VRDN, Series F, 4.60% due 7/01/2031 (h)(i) 200 Face Amount Municipal Bonds Value District of Columbia - 0.9% $ 1,500 District of Columbia, Deed Tax Revenue Bonds (Housing Production Trust Fund--New Communities Project), Series A, 5% due 6/01/2032 (e) $ 1,557 Florida - 23.8% 1,470 Broward County, Florida, HFA, S/F Mortgage Revenue Refunding Bonds, AMT, Series E, 5.90% due 10/01/2039 (n)(o) 1,559 2,100 Hillsborough County, Florida, HFA, S/F Mortgage Revenue Bonds, AMT, Series 1, 5.375% due 10/01/2049 (n)(o) 2,226 3,300 Hillsborough County, Florida, IDA, Hospital Revenue Bonds (H. Lee Moffitt Cancer Center Project), Series A, 5.25% due 7/01/2037 3,327 4,515 Jacksonville, Florida, Health Facilities Authority, Hospital Revenue Bonds (Baptist Medical Center Project), 5% due 8/15/2037 (d) 4,602 2,500 Lee County, Florida, HFA, S/F Mortgage Revenue Bonds (Multi-County Program), AMT, Series A-2, 6% due 9/01/2040 (n)(o) 2,717 Lee Memorial Health System, Florida, Hospital Revenue Bonds, Series A: 1,060 5% due 4/01/2032 1,062 3,000 5% due 4/01/2032 (a) 3,070 7,225 Miami-Dade County, Florida, Aviation Revenue Refunding Bonds (Miami International Airport), AMT, Series A, 5% due 10/01/2040 (g) 7,234 2,225 Miami-Dade County, Florida, Subordinate Special Obligation Revenue Bonds, Series A, 5.24% due 10/01/2037 (e)(q) 476 1,000 Okaloosa County, Florida, Water and Sewer Revenue Refunding Bonds, 5% due 7/01/2036 (d) 1,030 1,500 Orange County, Florida, School Board, COP, Series A, 5% due 8/01/2032 (b) 1,542 3,850 Pasco County, Florida, Half-Cent Sales Tax Revenue Bonds, 5.125% due 12/01/2028 (a) 3,983 4,295 Saint Petersburg, Florida, Public Utilities Revenue Refunding Bonds, 5% due 10/01/2035 (e) 4,411 2,275 South Florida Water Management District, COP, 5% due 10/01/2036 (a) 2,327 University of North Florida Financing Corporation, Capital Improvement Revenue Bonds (Housing Project) (b): 1,210 5% due 11/01/2032 1,254 1,290 5% due 11/01/2037 1,325 Georgia--2.4% 4,000 Augusta, Georgia, Water and Sewer Revenue Bonds, 5.25% due 10/01/2034 (d) 4,189 Illinois--7.5% 7,965 Chicago, Illinois, GO, Series A, 6% due 7/01/2010 (b)(f) 8,553 4,500 Illinois State, GO, First Series, 6% due 1/01/2018 (b) 4,712 45 Lake, Cook, Kane and McHenry Counties, Illinois, Community Unit School District Number 220, GO, 5.75% due 12/01/2019 (b) 48 SEMI-ANNUAL REPORT OCTOBER 31, 2007 Schedule of Investments (continued) BlackRock MuniHoldings Insured Fund, Inc. (In Thousands) Face Amount Municipal Bonds Value Indiana--3.5% $ 6,000 Indiana Municipal Power Agency, Power Supply System Revenue Bonds, Series A, 5% due 1/01/2042 (e) $ 6,141 Louisiana--3.9% 6,650 Louisiana State, Gas and Fuels Tax Revenue Bonds, Series A, 5% due 5/01/2041 (b) 6,831 Massachusetts--11.6% 3,375 Massachusetts Bay Transportation Authority, Sales Tax Revenue Refunding Bonds, Senior Series A, 5% due 7/01/2035 3,407 5,600 Massachusetts State Health and Educational Facilities Authority Revenue Bonds (Lahey Clinic Medical Center), Series D, 5.25% due 8/15/2037 5,685 8,000 Massachusetts State School Building Authority, Dedicated Sales Tax Revenue Bonds, Series A, 5% due 8/15/2030 (d) 8,302 565 Massachusetts State, HFA, Housing Development Revenue Refunding Bonds, AMT, Series A, 5.15% due 6/01/2011 (e) 574 2,440 Massachusetts State, HFA, Rental Housing Mortgage Revenue Bonds, AMT, Series C, 5.50% due 7/01/2032 (d) 2,536 Michigan--2.3% 2,035 Boyne City, Michigan, Public School District, GO, 5.75% due 5/01/2009 (b)(f) 2,103 Michigan State Strategic Fund, Limited Obligation Revenue Refunding Bonds (g): 400 DRIVERS, AMT, Series 858Z, 7.161% due 12/01/2011 (j) 434 1,500 (Detroit Edison Company Pollution Control Project), AMT, Series B, 5.65% due 9/01/2029 1,554 Minnesota--2.4% 4,015 Sauk Rapids, Minnesota, Independent School District Number 47, GO, Series A, 5.65% due 2/01/2019 (e) 4,268 Missouri--5.2% 2,000 Cape Girardeau, Missouri, School District Number 063, GO (Missouri Direct Deposit Program), 5.50% due 3/01/2018 (b) 2,081 Mehlville, Missouri, School District Number R-9, COP, Series A (d): 1,925 5.50% due 3/01/2014 2,039 2,175 5.50% due 3/01/2015 2,304 1,170 5.50% due 3/01/2016 1,239 1,500 5.50% due 3/01/2017 1,584 Nebraska--1.8% 2,000 Omaha Convention Hotel Corporation, Nebraska, Convention Center Revenue Bonds, First Tier, Series A, 5.50% due 4/01/2012 (a)(f) 2,159 1,000 Scotts Bluff County, Nebraska, Hospital Authority Number 1, Hospital Revenue Refunding Bonds (Regional West Medical Center Project), VRDN, 5.50% due 12/01/2028 (h)(i) 1,000 Face Amount Municipal Bonds Value New Jersey--13.7% New Jersey EDA, Cigarette Tax Revenue Bonds: $ 1,800 5.625% due 6/15/2018 $ 1,822 5,295 5.75% due 6/15/2029 5,546 3,800 5.75% due 6/15/2034 (l) 4,128 6,700 New Jersey EDA, Motor Vehicle Surcharge Revenue Bonds, Series A, 5.25% due 7/01/2033 (e) 7,037 5,500 New Jersey State Turnpike Authority, Turnpike Revenue Bonds, Series C, 5% due 1/01/2030 (d) 5,704 New Mexico--2.0% 3,325 New Mexico Finance Authority, Senior Lien State Transportation Revenue Bonds, Series A, 5.125% due 6/15/2018 (e) 3,550 New York--16.4% 10,000 Nassau Health Care Corporation, New York, Health System Revenue Bonds, 5.75% due 8/01/2009 (d)(f) 10,584 4,000 New York City, New York, GO, Series E, 5% due 11/01/2017 (d) 4,283 New York City, New York, Sales Tax Asset Receivable Corporation Revenue Bonds, Series A (a): 4,000 5% due 10/15/2032 4,155 4,095 5.25% due 10/15/2027 4,349 3,505 New York State Dormitory Authority Revenue Bonds (School Districts Financing Program), Series D, 5.25% due 10/01/2023 (e) 3,726 1,800 New York State Dormitory Authority, Non-State Supported Debt Revenue Bonds (New York University), Series A, 5% due 7/01/2032 (a) 1,875 Ohio--0.3% 600 Trumbull County, Ohio, Health Care Facilities Revenue Bonds (Shepherd of the Valley), VRDN, 5.10% due 10/01/2031 (h)(i) 600 Oregon--0.8% 1,400 Portland, Oregon, Urban Renewal and Redevelopment Tax Allocation Bonds (Oregon Convention Center), Series A, 5.75% due 6/15/2015 (a) 1,488 Pennsylvania--3.8% 3,900 Pennsylvania State Higher Educational Facilities Authority, State System of Higher Education Revenue Bonds, Series O, 5.125% due 6/15/2024 (a) 3,904 2,615 Pittsburgh, Pennsylvania, GO, Series C, 5.25% due 9/01/2017 (d) 2,864 Rhode Island--4.7% 5,000 Providence, Rhode Island, Redevelopment Agency Revenue Refunding Bonds (Public Safety and Municipal Buildings), Series A, 5.75% due 4/01/2010 (a)(f) 5,312 2,870 Rhode Island State Health and Educational Building Corporation Revenue Bonds (Rhode Island School of Design), Series D, 5.50% due 8/15/2031 (g) 3,055 SEMI-ANNUAL REPORT OCTOBER 31, 2007 Schedule of Investments (continued) BlackRock MuniHoldings Insured Fund, Inc. (In Thousands) Face Amount Municipal Bonds Value South Carolina--8.6% $ 1,525 Medical University Hospital Authority, South Carolina, Hospital Facilities Revenue Refunding Bonds, Series A, 5.25% due 2/15/2025 (c)(e) $ 1,602 3,400 South Carolina Jobs EDA, Hospital Revenue Bonds (Oconee Memorial Hospital Project), VRDN, Series A, 6% due 10/01/2036 (h)(i) 3,400 10,000 South Carolina State Public Service Authority, Revenue Refunding Bonds, Series A, 5% due 1/01/2042 (a) 10,296 Tennessee--2.9% 600 Sevier County, Tennessee, Public Building Authority, Local Government Public Improvement Revenue Bonds, VRDN, Series IV-E-5, 3.57% due 6/01/2020 (a)(i) 600 Tennessee HDA, Revenue Refunding Bonds (Homeownership Program), AMT, Series A (d): 2,355 5.25% due 7/01/2022 2,384 2,165 5.35% due 1/01/2026 2,189 Texas--3.1% 2,651 Houston, Texas, Community College System, Participation Interests, COP (Alief Center Project), 5.75% due 8/15/2022 (e) 2,739 2,700 Tarrant County, Texas, Health Facilities Development Corporation, Hospital Revenue Refunding Bonds (Cumberland Rest, Inc. Project), VRDN, Series, 4.95% due 8/15/2032 (h)(i) 2,700 Virginia--0.9% 1,500 Virginia State, HDA, Commonwealth Mortgage Revenue Bonds, Series H, Sub-Series H-1, 5.35% due 7/01/2031 (e) 1,533 Washington--4.9% 4,000 Bellevue, Washington, GO, Refunding, 5.50% due 12/01/2039 (e) 4,305 2,310 Chelan County, Washington, Public Utility District Number 001, Consolidated Revenue Bonds (Chelan Hydro System), AMT, Series A, 5.45% due 7/01/2037 (a) 2,376 1,810 Snohomish County, Washington, Public Utility District Number 001, Electric Revenue Bonds, 5.50% due 12/01/2022 (d) 1,939 West Virginia--2.9% 5,000 West Virginia State Housing Development Fund, Housing Finance Revenue Refunding Bonds, Series D, 5.20% due 11/01/2021 (e) 5,112 Wisconsin--0.3% 500 Wisconsin State Health and Educational Facilities Authority Revenue Bonds (Blood Center of Southeastern Wisconsin Project), 5.50% due 6/01/2024 511 Face Amount Municipal Bonds Value Puerto Rico--2.0% $ 605 Puerto Rico Commonwealth, Public Improvement, GO, Refunding, Series B, 5.25% due 7/01/2032 $ 624 1,000 Puerto Rico Electric Power Authority, Power Revenue Bonds, Series TT, 5% due 7/01/2037 1,015 1,870 Puerto Rico Public Buildings Authority, Government Facilities Revenue Refunding Bonds, Series D, 5.25% due 7/01/2036 1,906 Total Municipal Bonds (Cost--$291,586)--168.2% 297,716 Municipal Bonds Held in Trust (p) Arkansas--4.3% 7,420 Arkansas State Development Finance Authority, M/F Mortgage Revenue Refunding Bonds, Series C, 5.35% due 12/01/2035 (c)(e) 7,578 Illinois--2.6% 4,300 Chicago, Illinois, O'Hare International Airport Revenue Bonds, Third Lien, AMT, Series B-2, 6%, due 1/01/2027 (e)(g) 4,657 Michigan--2.8% Michigan State Strategic Fund, Limited Obligation Revenue Refunding Bonds (Detroit Edison Company Pollution Control Project), AMT (g): 1,200 Series A, 5.50%, due 6/01/2030 1,251 3,500 Series C, 5.65%, due 9/01/2029 3,625 Texas--4.7% 8,000 Dallas-Fort Worth, Texas, International Airport Revenue Bonds, AMT, Series A, 5.50% due 11/01/2033 (e) 8,306 Total Municipal Bonds Held in Trust (Cost--$25,879)--14.4% 25,417 Shares Held Short-Term Securities 21 Merrill Lynch Institutional Tax-Exempt Fund, 3.43% (k)(m) 21 Total Short-Term Securities (Cost--$21)--0.0% 21 Total Investments (Cost--$317,486*)--182.6% 323,154 Other Assets Less Liabilities--0.1% 290 Liability for Trust Certificates, Including Interest Expense Payable--(7.0%) (12,394) Preferred Stock, at Redemption Value--(75.7%) (134,052) ---------- Net Assets Applicable to Common Stock--100.0% $ 176,998 ========== SEMI-ANNUAL REPORT OCTOBER 31, 2007 Schedule of Investments (concluded) BlackRock MuniHoldings Insured Fund, Inc. (In Thousands) * The cost and unrealized appreciation (depreciation) of investments as of October 31, 2007, as computed for federal income tax purposes, were as follows: Aggregate cost $ 305,416 ============== Gross unrealized appreciation $ 6,238 Gross unrealized depreciation (710) -------------- Net unrealized appreciation $ 5,528 ============== (a) AMBAC Insured. (b) FGIC Insured. (c) FHA Insured. (d) FSA Insured. (e) MBIA Insured. (f) Prerefunded. (g) XL Capital Insured. (h) Radian Insured. (i) 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. (j) The rate disclosed is that currently in effect. This rate changes periodically and inversely based upon prevailing market rates. (k) 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. (l) Assured Guaranty Insured. (m) Represents the current yield as of October 31, 2007. (n) FHLMC Collateralized. (o) FNMA/GNMA Collateralized. (p) Securities represent underlying bonds transferred to a separate securitization trust established in a tender option bond transaction in which the Fund may have acquired the residual interest certificates. These securities serve as a collateral in financing transaction. See Note 1(c) to Financial Statements for details of municipal bonds held in trust. (q) Represents a zero coupon bond; the interest rate shown reflects the effective yield at the time of purchase. See Notes to Financial Statements. SEMI-ANNUAL REPORT OCTOBER 31, 2007 Statements of Net Assets BlackRock BlackRock MuniHoldings MuniHoldings Insured As of October 31, 2007 (Unaudited) Fund, Inc. Fund, Inc. Assets Investments in unaffiliated securities, at value* $ 359,350,004 $ 323,133,238 Investments in affiliated securities, at value** 8,920 20,846 Cash 29,504 7,454 Receivable for securities sold 13,540,861 -- Interest receivable 5,672,089 4,390,232 Prepaid expenses and other assets 2,779 2,887 --------------- --------------- Total assets 378,604,157 327,554,657 --------------- --------------- Liabilities Trust certificates 25,227,500 12,210,000 Payable for securities purchased 3,225,856 3,337,092 Interest expense payable 226,409 183,671 Payable to investment adviser 162,852 127,322 Payable to other affiliates 2,027 1,806 Dividends payable to shareholders 987,321 624,981 Accrued expenses and other liabilities 30,258 19,738 --------------- --------------- Total liabilities 29,862,223 16,504,610 --------------- --------------- Preferred Stock Preferred Stock, at redemption value, par value $.10 per share*** of AMPS+++ at $25,000 per share liquidation preference 125,040,289 134,051,764 --------------- --------------- Net Assets Applicable to Common Stock Net assets applicable to Common Stock $ 223,701,645 $ 176,998,283 =============== =============== Net Assets Consist of Undistributed investment income--net $ 1,590,320 $ 909,745 Accumulated realized capital gains (losses)--net 1,296,590 (21,334,205) Unrealized appreciation--net 13,733,968 5,667,608 --------------- --------------- Total accumulated earnings (losses)--net 16,620,878 (14,756,852) --------------- --------------- Common Stock, par value $.10 per share++ 1,390,593 1,288,620 Paid-in capital in excess of par 205,690,174 190,466,515 --------------- --------------- Net Assets $ 223,701,645 $ 176,998,283 =============== =============== Net asset value per share of Common Stock $ 16.09 $ 13.74 =============== =============== Market price $ 14.77 $ 12.14 =============== =============== * Identified cost of unaffiliated securities $ 345,616,036 $ 317,465,630 =============== =============== ** Identified cost of affiliated securities $ 8,920 $ 20,846 =============== =============== *** Preferred Stock authorized, issued and outstanding: Series A Shares 2,200 2,680 =============== =============== Series B Shares 2,200 2,680 =============== =============== Series C Shares 600 -- =============== =============== ++ Common Stock issued and outstanding 13,905,925 12,886,200 =============== =============== +++ Auction Market Preferred Stock. See Notes to Financial Statements. SEMI-ANNUAL REPORT OCTOBER 31, 2007 Statements of Operations BlackRock BlackRock MuniHoldings MuniHoldings Insured For the Six Months Ended October 31, 2007 (Unaudited) Fund, Inc. Fund, Inc. Investment Income Interest and amortization of premium and discount earned $ 9,857,660 $ 8,644,694 Dividends from affiliates 158 369 --------------- --------------- Total income 9,857,818 8,645,063 --------------- --------------- Expenses Investment advisory fees 965,459 859,610 Interest expense and fees 464,139 289,517 Commission fees 154,667 169,925 Accounting services 61,560 58,845 Professional fees 58,424 55,052 Transfer agent fees 22,616 18,211 Directors' fees and expenses 13,521 13,898 Printing and shareholder reports 22,122 16,206 Custodian fees 10,020 9,801 Pricing fees 10,599 8,199 Listing fees 4,659 4,715 Other 19,695 20,961 --------------- --------------- Total expenses before waiver and/or reimbursement 1,807,481 1,524,940 Waiver and/or reimbursement of expenses (9) (107,375) --------------- --------------- Total expenses after waiver and/or reimbursement 1,807,472 1,417,565 --------------- --------------- Investment income--net 8,050,346 7,227,498 --------------- --------------- Realized and Unrealized Gain (Loss)--Net Realized gain (loss) on: Investments--net 162,036 (453,214) Forward interest rate swaps--net 66,610 207,457 --------------- --------------- Total realized gain (loss)--net 228,646 (245,757) --------------- --------------- Change in unrealized appreciation/depreciation on: Investments--net (5,865,345) (5,213,294) Forward interest rate swaps--net -- (31,667) --------------- --------------- Total change in unrealized appreciation/depreciation--net (5,865,345) (5,244,961) --------------- --------------- Total realized and unrealized loss--net (5,636,699) (5,490,718) --------------- --------------- Dividends to Preferred Stock Shareholders Investment income--net (2,314,383) (2,500,087) --------------- --------------- Net Increase (Decrease) in Net Assets Resulting from Operations $ 99,264 $ (763,307) =============== =============== See Notes to Financial Statements. SEMI-ANNUAL REPORT OCTOBER 31, 2007 Statements of Changes in Net Assets BlackRock MuniHoldings BlackRock MuniHoldings Fund, Inc. Insured Fund, Inc. For the For the For the For the Six Months Ended Year Ended Six Months Ended Year Ended October 31, 2007 April 30, October 31, 2007 April 30, Increase (Decrease) in Net Assets: (Unaudited) 2007 (Unaudited) 2007 Operations Investment income--net $ 8,050,346 $ 16,239,704 $ 7,227,498 $ 11,974,605 Realized gain (loss)--net 228,646 1,240,725 (245,757) 611,540 Change in unrealized appreciation/depreciation--net (5,865,345) 4,521,157 (5,244,961) 4,113,935 Dividends to Preferred Stock shareholders (2,314,383) (4,394,391) (2,500,087) (4,679,918) -------------- -------------- -------------- -------------- Net increase (decrease) in net assets resulting from operations 99,264 17,607,195 (763,307) 12,020,162 -------------- -------------- -------------- -------------- Dividends to Common Stock Shareholders Investment income--net (5,923,592) (12,475,627) (3,878,746) (8,169,851) -------------- -------------- -------------- -------------- Stock Transactions Value of shares issued to Common Stock shareholders in reinvestment of dividends 149,627 587,176 -- -- -------------- -------------- -------------- -------------- Net Assets Applicable to Common Stock Total increase (decrease) in net assets applicable to Common Stock (5,674,701) 5,718,744 (4,642,053) 3,850,311 Beginning of period 229,376,346 223,657,602 181,640,336 177,790,025 -------------- -------------- -------------- -------------- End of period* $ 223,701,645 $ 229,376,346 $ 176,998,283 $ 181,640,336 ============== ============== ============== ============== * Undistributed investment income--net $ 1,590,320 $ 1,777,949 $ 909,745 $ 61,080 ============== ============== ============== ============== See Notes to Financial Statements. SEMI-ANNUAL REPORT OCTOBER 31, 2007 Financial Highlights BlackRock MuniHoldings Fund, Inc. For the The following per share data and ratios Six Months Ended have been derived from information October 31, 2007 For the Year Ended April 30, provided in the financial statements. (Unaudited) 2007 2006 2005 2004 2003 Per Share Operating Performance Net asset value, beginning of period $ 16.51 $ 16.14 $ 16.31 $ 15.54 $ 15.07 $ 14.50 ------------ ---------- ---------- ---------- ---------- ---------- Investment income--net++++ .58 1.17 1.16 1.20 1.25 1.25 Realized and unrealized gain (loss)--net (.40) .42 --++++++ .84 .40 .40 Less dividends to Preferred Stock shareholders from investment income--net (.17) (.32) (.23) (.12) (.07) (.10) ------------ ---------- ---------- ---------- ---------- ---------- Total from investment operations .01 1.27 .93 1.92 1.58 1.55 ------------ ---------- ---------- ---------- ---------- ---------- Less dividends to Common Stock shareholders from investment income--net (.43) (.90) (1.08) (1.15) (1.11) (.98) ------------ ---------- ---------- ---------- ---------- ---------- Offering and underwriting costs resulting from the issuance of Preferred Stock -- -- (.02) -- -- -- ------------ ---------- ---------- ---------- ---------- ---------- Net asset value, end of period $ 16.09 $ 16.51 $ 16.14 $ 16.31 $ 15.54 $ 15.07 ============ ========== ========== ========== ========== ========== Market price per share, end of period $ 14.77 $ 16.49 $ 16.20 $ 16.12 $ 14.43 $ 14.43 ============ ========== ========== ========== ========== ========== Total Investment Return++ Based on net asset value per share .19%+++++ 8.06% 5.69% 12.95% 10.94% 11.54% ============ ========== ========== ========== ========== ========== Based on market price per share (7.92%)+++++ 7.52% 7.34% 20.22% 7.58% 15.75% ============ ========== ========== ========== ========== ========== Ratios Based on Average Net Assets Applicable to Common Stock Total expenses, net of reimbursement and excluding interest expense and fees* 1.19%+++ 1.17% 1.15% 1.13% 1.14% 1.18% ============ ========== ========== ========== ========== ========== Total expenses, net of reimbursement* 1.60%+++ 1.54% 1.30% 1.15% 1.23% 1.37% ============ ========== ========== ========== ========== ========== Total expenses* 1.60%+++ 1.54% 1.30% 1.15% 1.24% 1.37% ============ ========== ========== ========== ========== ========== Total investment income--net* 7.12%+++ 7.14% 7.15% 7.61% 7.98% 8.40% ============ ========== ========== ========== ========== ========== Amount of dividends to Preferred Stock shareholders 2.05%+++ 1.93% 1.45% .74% .45% .66% ============ ========== ========== ========== ========== ========== Investment income to Common Stock shareholders--net 5.08%+++ 5.20% 5.70% 6.87% 7.53% 7.74% ============ ========== ========== ========== ========== ========== Supplemental Data Net assets applicable to Common Stock, end of period (in thousands) $ 223,702 $ 229,376 $ 223,658 $ 225,218 $ 214,473 $ 207,960 ============ ========== ========== ========== ========== ========== Preferred Stock outstanding at liquidation preference, end of period (in thousands) $ 125,000 $ 125,000 $ 125,000 $ 110,000 $ 110,000 $ 110,000 ============ ========== ========== ========== ========== ========== Portfolio turnover 10% 20% 45% 34% 41% 46% ============ ========== ========== ========== ========== ========== Leverage Asset coverage per $1,000 $ 2,790 $ 2,835 $ 2,789 $ 3,047 $ 2,950 $ 2,891 ============ ========== ========== ========== ========== ========== * Do not reflect the effect of dividends to Preferred Stock shareholders. ++ Total investment returns based on market value, which can be significantly greater or lesser than the net asset value, may result in substantially different returns. Total investment returns exclude the effects of sales charges. ++++ Based on average shares outstanding. ++++++ Amount is less than $(.01). +++ Annualized. +++++ Aggregate total investment return. See Notes to Financial Statements. SEMI-ANNUAL REPORT OCTOBER 31, 2007 Financial Highlights BlackRock MuniHoldings Insured Fund, Inc For the The following per share data and ratios Six Months Ended have been derived from information October 31, 2007 For the Year Ended April 30, provided in the financial statements. (Unaudited) 2007 2006 2005 2004 2003 Per Share Operating Performance Net asset value, beginning of period $ 14.10 $ 13.80 $ 14.44 $ 14.12 $ 14.48 $ 13.78 ------------ ---------- ---------- ---------- ---------- ---------- Investment income--net*** .56 .93 .97 1.01 1.04 1.06 Realized and unrealized gain (loss)--net (.43) .36 (.50) .38 (.42) .62 Less dividends to Preferred Stock shareholders from investment income--net (.19) (.36) (.28) (.16) (.09) (.13) ------------ ---------- ---------- ---------- ---------- ---------- Total from investment operations (.06) .93 .19 1.23 .53 1.55 ------------ ---------- ---------- ---------- ---------- ---------- Less dividends to Common Stock shareholders from investment income--net (.30) (.63) (.83) (.91) (.89) (.85) ------------ ---------- ---------- ---------- ---------- ---------- Net asset value, end of period $ 13.74 $ 14.10 $ 13.80 $ 14.44 $ 14.12 $ 14.48 ============ ========== ========== ========== ========== ========== Market price per share, end of period $ 12.14 $ 13.13 $ 13.10 $ 13.70 $ 12.64 $ 13.50 ============ ========== ========== ========== ========== ========== Total Investment Return** Based on net asset value per share (.18%)++++ 7.29% 1.46% 9.35% 4.07% 12.04% ============ ========== ========== ========== ========== ========== Based on market price per share (5.29%)++++ 5.25% 1.51% 15.90% (.07%) 13.79% ============ ========== ========== ========== ========== ========== Ratios Based on Average Net Assets Applicable to Common Stock Total expenses, net of waiver and/or reimbursement and excluding interest expense and fees* 1.27%++ 1.23% 1.24% 1.24% 1.24% 1.28% ============ ========== ========== ========== ========== ========== Total expenses, net of waiver and/or reimbursement* 1.59%++ 1.56% 1.54% 1.60% 1.57% 1.69% ============ ========== ========== ========== ========== ========== Total expenses* 1.71%++ 1.67% 1.65% 1.70% 1.67% 1.79% ============ ========== ========== ========== ========== ========== Total investment income--net* 8.11%++ 6.62% 6.87% 7.09% 7.12% 7.55% ============ ========== ========== ========== ========== ========== Amount of dividends to Preferred Stock shareholders 2.81%++ 2.59% 2.00% 1.09% .65% .91% ============ ========== ========== ========== ========== ========== Investment income to Common Stock shareholders--net 5.30%++ 4.03% 4.87% 6.00% 6.47% 6.64% ============ ========== ========== ========== ========== ========== Supplemental Data Net assets applicable to Common Stock, end of period (in thousands) $ 176,998 $ 181,640 $ 177,790 $ 185,821 $ 181,726 $ 186,372 ============ ========== ========== ========== ========== ========== Preferred Stock outstanding at liquidation preference, end of period (in thousands) $ 134,000 $ 134,000 $ 134,000 $ 134,000 $ 134,000 $ 134,000 ============ ========== ========== ========== ========== ========== Portfolio turnover 28% 29% 59% 43% 41% 48% ============ ========== ========== ========== ========== ========== Leverage Asset coverage per $1,000 $ 2,321 $ 2,356 $ 2,327 $ 2,387 $ 2,356 $ 2,391 ============ ========== ========== ========== ========== ========== * Do not reflect the effect of dividends to Preferred Stock shareholders. ** Total investment returns based on market value, which can be significantly greater or lesser than the net asset value, may result in substantially different returns. Total investment returns exclude the effects of sales charges. *** Based on average shares outstanding. ++ Annualized. ++++ Aggregate total investment return. See Notes to Financial Statements. SEMI-ANNUAL REPORT OCTOBER 31, 2007 Notes to Financial Statements (Unaudited) 1. Significant Accounting Policies: BlackRock MuniHoldings Fund, Inc. and BlackRock MuniHoldings Insured Fund, Inc. (the "Funds" or individually as the "Fund") are registered under the Investment Company Act of 1940, as amended, as non-diversified, closed-end management investment companies. The Funds' financial statements are prepared in conformity with U.S. generally accepted accounting principles, which may require the use of management accruals and estimates. Actual results may differ from these estimates. These unaudited financial statements reflect all adjustments, which are, in the opinion of management, necessary to present a fair statement of the results for the interim period. All such adjustments are of a normal, recurring nature. The Funds determine and make available for publication the net asset values of their Common Stock on a daily basis. The Funds' Common Stock shares are listed on the New York Stock Exchange under the symbols MHD and MUS, respectively. The following is a summary of significant accounting policies followed by the Funds. (a) Valuation of investments--Municipal bonds are traded primarily in the over- the-counter ("OTC") markets and are valued at the last available bid price in the OTC market or on the basis of values as obtained by a pricing service. Pricing services use valuation matrixes that incorporate both dealer-supplied valuations and valuation models. The procedures of the pricing service and its valuations are reviewed by the officers of the Funds under the general direction of the respective Board of Directors. Such valuations and procedures are reviewed periodically by the Board of Directors of the Funds. Financial futures contracts and options thereon, which are traded on exchanges, are valued at their closing prices as of the close of such exchanges. Effective September 4, 2007, exchange-traded options are valued at the mean between the last bid and ask prices at the close of the options market in which the options trade and previously were valued at the last sales price as of the close of options trading on the applicable exchanges. Options traded in the OTC market are valued at the last asked price (options written) or the last bid price (options purchased). Swap agreements are valued by quoted fair values received daily by the Funds' pricing service. Investments in open-end investment companies are valued at their net asset value each business day. Securities and other assets for which market quotations are not readily available are valued at fair value as determined in good faith by or under the direction of the Boards of Directors of the Funds. (b) Derivative financial instruments--Each Fund may engage in various portfolio investment strategies both to increase the return of the Fund and to hedge, or protect, its exposure to interest rate movements and movements in the securities markets. Losses may arise due to changes in the value of the contract due to an unfavorable change in the price of the underlying security or index or if the counterparty does not perform under the contract. The counterparty for certain instruments may pledge cash or securities as collateral. * Financial futures contracts--Each Fund may purchase or sell financial futures contracts and options on such financial futures contracts. Financial futures contracts are contracts for delayed delivery of securities at a specific future date and at a specific price or yield. Upon entering into a contract, the Fund deposits, and maintains as collateral, such initial margin as required by the exchange on which the transaction is effected. Pursuant to the contract, the Fund agrees to receive from, or pay to the broker, an amount of cash equal to the daily fluctuation in value of the contract. Such receipts or payments are known as variation margin and are recorded by the Fund as unrealized gains or losses. When the contract is closed, the Fund records a realized gain or loss equal to the difference between the value of the contract at the time it was opened and the value at the time it was closed. * Options--Each Fund may write covered call options and purchase call and put options. When the Fund writes an option, an amount equal to the premium received by the Fund is reflected as an asset and an equivalent liability. The amount of the liability is subsequently marked-to-market to reflect the current market value of the option written. When a security is purchased or sold through an exercise of an option, the related premium paid (or received) is added to (or deducted from) the basis of the security acquired or deducted from (or added to) the proceeds of the security sold. When an option expires (or the Fund enters into a closing transaction), the Fund realizes a gain or loss on the option to the extent of the premiums received or paid (or gain or loss to the extent the cost of the closing transaction exceeds the premium paid or received). Written and purchased options are non-income producing investments. * Forward interest rate swaps--Each Fund may enter into forward interest rate swaps. In a forward interest rate swap, the Fund and the counterparty agree to make periodic net payments on a specified notional contract amount, commencing on a specified future effective date, unless terminated earlier. When the agreement is closed, the Fund records a realized gain or loss in an amount equal to the value of the agreement. * Swaps--Each Fund may enter into swap agreements, which are OTC contracts in which the Fund and a counterparty agree to make periodic net payments on a specified notional amount. The net payments can be made for a set period of time or may be triggered by a predetermined credit event. The net periodic payments may be based on a fixed or variable interest rate; the change in market value of a specified security, basket of securities, or index; or the return generated by a security. These periodic payments received or made by the Fund are recorded in the accompanying Statements of Operations as realized gains or losses, respectively. Gains or losses are also realized upon termination of the swap agreements. Swaps are marked- to-market daily and changes in value are recorded as unrealized appreciation (depreciation). Risks include changes in the returns of the underlying instruments, failure of the counterparties to perform under the contracts' terms and the possible lack of liquidity with respect to the swap agreements. SEMI-ANNUAL REPORT OCTOBER 31, 2007 Notes to Financial Statements (continued) (c) Municipal bonds held in trust--Certain Funds invest in leveraged residual certificates ("TOB Residuals") issued by tender option bond trusts ("TOBs"). A TOB is established by a third party sponsor forming a special purpose entity, into which a Fund, or an agent on behalf of the Fund, transfers municipal securities. A TOB typically issues two classes of beneficial interests: short- term floating rate certificates, which are sold to third party investors, and residual certificates, which are generally issued to the Fund which made the transfer or to affiliates of the Fund. Each Fund transfers of the municipal securities to a TOB do not qualify for sale treatment under Statement of Financial Accounting Standards No. 140, "Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities" ("FAS 140"), therefore the municipal securities deposited into a TOB are presented in the Funds' schedules of investments and the proceeds from the transactions are reported as liability for trust certificates of the Funds. Similarly, proceeds from residual certificates issued to affiliates, if any, from the transaction are included in the liability for trust certificates. Interest income from the underlying security is recorded by the Funds on an accrual basis. Interest expense incurred on the secured borrowing and other expenses related to remarketing, administration and trustee services to a TOB are reported as expenses of a Fund. The floating rate certificates have interest rates that generally reset weekly and their holders have the option to tender certificates to the TOB for redemption at par at each reset date. The residual interests held by the Funds include the right of the Funds (1) to cause the holders of a proportional share of floating rate certificates to tender their certificates at par, and (2) to transfer a corresponding share of the municipal securities from the TOB to the Funds. At October 31, 2007, the aggregate value of the underlying municipal securities transferred to TOBs and the related liability for trust certificates were: Underlying Municipal Liability for Range of Bonds Trust Interest Transferred Certificates Rates to TOBs BlackRock MuniHoldings 3.704%-- Fund, Inc. $25,227,500 3.801% $52,640,265 BlackRock MuniHoldings 3.776%-- Insured Fund, Inc. $12,210,000 3.806% $25,416,859 Financial transactions executed through TOBs generally will under perform the market for fixed rate municipal bonds in a rising interest rate environment, but tend to outperform the market for fixed rate bonds when interest rates decline or remain relatively stable. Should short-term interest rates rise, the Funds' investments in TOB Residuals likely will adversely affect the Funds' investment income--net and distributions to shareholders. Fluctuations in the market value of municipal securities deposited into the TOB may adversely affect the Funds' net asset values per share. While the Funds' investment policies and restrictions expressly permit investments in inverse floating rate securities such as TOB Residuals, they generally do not allow the Funds to borrow money for purposes of making investments. Fund management believes that the Funds' restrictions on borrowings do not apply to the liabilities for trust certificates reflected as a result of the Funds' investment in TOB Residuals. (d) Security transactions and investment income--Security transactions are recorded on the dates the transactions are entered into (the trade dates). Realized gains and losses on security transactions are determined on the identified cost basis. Dividend income is recorded on the ex-dividend dates. Interest income is recognized on the accrual basis. The Funds amortize all premiums and discounts on debt securities. (e) Dividends and distributions--Dividends from net investment income are declared and paid monthly. Distributions of capital gains are recorded on the ex-dividend dates. (f) Income taxes--It is each Fund's policy to comply with the requirements of the Internal Revenue Code applicable to regulated investment companies and to distribute substantially all of its taxable income to its shareholders. Therefore, no federal income tax provision is required. (g) Recent accounting pronouncements--Effective June 29, 2007, the Funds implemented Financial Accounting Standards Board ("FASB") Interpretation No. 48 ("FIN 48"), "Accounting for Uncertainty in Income Taxes--an interpretation of FASB Statement No. 109." FIN 48 prescribes the minimum recognition threshold a tax position must meet in connection with accounting for uncertainties in income tax positions taken or expected to be taken by an entity, including investment companies, before being measured and recognized in the financial statements. Management has evaluated the application of FIN 48 to the Funds, and has determined that the adoption of FIN 48 does not have a material impact on the Funds' financial statements. The Funds file U.S. and various state tax returns. No income tax returns are currently under examination. The statute of limitations on the Funds' tax returns remains open for the years ended April 30, 2004 through April 30, 2007. SEMI-ANNUAL REPORT OCTOBER 31, 2007 Notes to Financial Statements (continued) In September 2006, Statement of Financial Accounting Standards No. 157, "Fair Value Measurements" ("FAS 157"), was issued and is effective for fiscal years beginning after November 15, 2007. FAS 157 defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. At this time, management is evaluating the implications of FAS 157 and its impact on each of the Funds' financial statements, if any, has not been determined. In addition, in February 2007, FASB issued Statement of Financial Accounting Standards No. 159, "The Fair Value Option for Financial Assets and Financial Liabilities" ("FAS 159"), which is effective for fiscal years beginning after November 15, 2007. Early adoption is permitted as of the beginning of a fiscal year that begins on or before November 15, 2007, provided the entity also elects to apply the provisions of FAS 157. FAS 159 permits entities to choose to measure many financial instruments and certain other items at fair value that are not currently required to be measured at fair value. FAS 159 also establishes presentation and disclosure requirements designed to facilitate comparisons between entities that choose different measurement attributes for similar types of assets and liabilities. At this time, management is evaluating the implications of FAS 159 and its impact on each of the Funds' financial statements, if any, has not been determined. 2. Investment Advisory Agreement and Transactions with Affiliates: Each Fund has entered into an Investment Advisory Agreement with BlackRock Advisors, LLC (the "Manager"), an indirect, wholly owned subsidiary of BlackRock Inc. Merrill Lynch & Co., Inc. ("Merrill Lynch") and The PNC Financial Services Group, Inc. are the principal owners of BlackRock, Inc. The Manager is responsible for the management of each Fund's portfolio and provides the necessary personnel, facilities, equipment and certain other services necessary to the operations of each Fund. For such services, each Fund pays a monthly fee at an annual rate of .55% of the Fund's average daily net assets, including proceeds from the issuance of Preferred Stock. The Manager has agreed to reimburse its management fee by the amount of management fees each Fund pays to the Manager indirectly through its investment in the Merrill Lynch Institutional Tax-Exempt Fund. The reimbursements for the six months ended October 31, 2007 were as follows: Reimbursement by the Manager BlackRock MuniHoldings Fund, Inc. $ 9 BlackRock MuniHoldings Insured Fund, Inc. $ 21 In addition, the Manager has agreed to waive its management fee based on the proceeds of Preferred Stock that exceeds 35% of each Fund's total net assets. The waivers for the six months ended October 31, 2007 were as follows: Fees Waived by the Manager BlackRock MuniHoldings Fund, Inc. $ -- BlackRock MuniHoldings Insured Fund, Inc. $ 107,354 In addition, the Manager has entered into separate sub-advisory agreements with BlackRock Investment Management, LLC, an affiliate of the Manager, with respect to each Fund, under which the Manager pays the sub-adviser for services it provides a monthly fee at an annual rate equal to a percentage of the management fee paid by each Fund to the Manager. The Funds reimbursed the Manager for certain accounting services. The reimbursements for the six months ended October 31, 2007 were as follows: Reimbursement Fund to the Manager BlackRock MuniHoldings Fund, Inc. $ 3,014 BlackRock MuniHoldings Insured Fund, Inc. $ 2,754 Certain officers and/or directors of the Funds are officers and/or directors of BlackRock, Inc. or its affiliates. 3. Investments: Purchases and sales of investments, excluding short-term securities, for the six months ended October 31, 2007 were as follows: Total Total Purchases Sales BlackRock MuniHoldings Fund, Inc. $37,239,299 $44,130,919 BlackRock MuniHoldings Insured Fund, Inc. $90,625,096 $99,228,887 4. Stock Transactions: Each Fund is authorized to issue 200,000,000 shares of stock, including Preferred Stock, par value $.10 per share, all of which were initially classified as Common Stock. Each Board of Directors is authorized, however, to reclassify any unissued shares of stock without approval of holders of Common Stock. Common Stock BlackRock MuniHoldings Fund, Inc. Shares issued and outstanding during the six months ended October 31, 2007 and during the year ended April 30, 2007 increased by 9,125 and 35,650, respectively, as a result of dividend reinvestment. SEMI-ANNUAL REPORT OCTOBER 31, 2007 Notes to Financial Statements (concluded) BlackRock MuniHoldings Insured Fund, Inc. Shares issued and outstanding during the six months ended October 31, 2007 and during the year ended April 30, 2007 remained constant. Preferred Stock Auction Market Preferred Stock are shares of Preferred Stock of the Funds, with a par value of $.10 per share and a liquidation preference of $25,000 per share, plus accrued and unpaid dividends that entitle their holders to receive cash dividends at an annual rate that may vary for the successive dividend periods. The yields in effect at October 31, 2007 were as follows: BlackRock BlackRock MuniHoldings MuniHoldings Fund, Inc. Insured Fund, Inc. Series A 3.50% 3.55% Series B 3.55% 3.45% Series C 3.55% -- Each Fund pays commissions to certain broker-dealers at the end of each auction at an annual rate ranging from .25% to .375%, calculated on the proceeds of each auction. For the six months ended October 31, 2007, Merrill Lynch, Pierce, Fenner & Smith Incorporated, a wholly owned subsidiary of Merrill Lynch, earned commissions as follows: Commissions BlackRock MuniHoldings Fund, Inc. $64,063 BlackRock MuniHoldings Insured Fund, Inc. $75,697 5. Capital Loss Carryforward: On April 30, 2007, BlackRock MuniHoldings Insured Fund, Inc. had a net capital loss carryforward of $18,093,121, of which $8,509,208 expires in 2008 and $9,583,913 expires in 2009. This amount will be available to offset like amounts of any future taxable gains. 6. Subsequent Event: Each Fund paid a tax-exempt income dividend to holders of Common Stock in the amounts of $.071000 and $.048500 per share relating to BlackRock MuniHoldings Fund, Inc. and BlackRock MuniHoldings Insured Fund, Inc., respectively, on December 3, 2007 to shareholders of record on November 15, 2007. Officers and Directors as of October 31, 2007 Robert C. Doll, Jr., Fund President and Director Ronald W. Forbes, Director Cynthia A. Montgomery, Director Jean Margo Reid, Director Roscoe S. Suddarth, Director Richard R. West, Director Donald C. Burke, Vice President and Treasurer Karen Clark, Chief Compliance Officer Howard Surloff, Secretary Custodian The Bank of New York Mellon One Wall Street New York, NY 10286 Transfer Agents Common Stock: The Bank of New York Mellon 101 Barclay Street--11 East New York, NY 10286 Preferred Stock: The Bank of New York Mellon 101 Barclay Street--7 West New York, NY 10286 Accounting Agent State Street Bank and Trust Company Princeton, NJ 08540 Independent Registered Public Accounting Firm Deloitte & Touche LLP Princeton, NJ 08540 Legal Counsel Sidley Austin LLP New York, NY 10019 SEMI-ANNUAL REPORT OCTOBER 31, 2007 Additional Information Proxy Results BlackRock MuniHoldings Fund, Inc. During the six-month period ended October 31, 2007, the Common Stock and Auction Market Preferred Stock (Series A-C) shareholders of BlackRock MuniHoldings Fund, Inc. voted on the following proposal, which was approved at an annual shareholders' meeting on August 16, 2007. This proposal was part of the reorganization of the Fund's Board of Directors to take effect on or about November 1, 2007. A description of the proposal and number of shares voted are as follows: Shares Voted Shares Withheld For From Voting To elect the Fund's Directors: G. Nicholas Beckwith, III 12,886,357 292,177 Richard E. Cavanagh 12,889,538 288,996 Richard S. Davis 12,889,534 289,000 Kent Dixon 12,882,622 295,912 Kathleen F. Feldstein 12,888,926 289,608 James T. Flynn 12,890,303 288,231 Henry Gabbay 12,885,034 293,500 Jerrold B. Harris 12,886,357 292,177 R. Glenn Hubbard 12,889,538 288,996 Karen P. Robards 12,889,035 279,499 Robert S. Salomon, Jr. 12,897,147 281,387 During the six-month period ended October 31, 2007, the Auction Market Preferred Stock shareholders (Series A-C) of BlackRock MuniHoldings Fund, Inc. voted on the following proposal, which was approved at an annual shareholders' meeting on August 16, 2007. This proposal was part of the reorganization of the Fund's Board of Directors to take effect on or about November 1, 2007. A description of the proposal and number of shares voted for each Director are as follows: Shares Voted Shares Withheld For From Voting To elect the Fund's Directors: Frank J. Fabozzi and W. Carl Kester 4,236 43 SEMI-ANNUAL REPORT OCTOBER 31, 2007 Additional Information (continued) Proxy Results BlackRock MuniHoldings Insured Fund, Inc. During the six-month period ended October 31, 2007, the Common Stock and Auction Market Preferred Stock (Series A&B) shareholders of BlackRock MuniHoldings Insured Fund, Inc. voted on the following proposal, which was approved at an annual shareholders' meeting on August 16, 2007. This proposal was part of the reorganization of the Fund's Board of Directors to take effect on or about November 1, 2007. A description of the proposal and number of shares voted are as follows: Shares Voted Shares Withheld For From Voting To elect the Fund's Directors: G. Nicholas Beckwith, III 11,247,765 837,611 Richard E. Cavanagh 11,247,476 837,900 Richard S. Davis 11,248,595 836,781 Kent Dixon 11,245,005 840,371 Kathleen F. Feldstein 11,249,229 836,147 James T. Flynn 11,251,705 833,671 Henry Gabbay 11,518,344 567,032 Jerrold B. Harris 11,247,476 837,900 R. Glenn Hubbard 11,245,495 839,881 Karen P. Robards 11,257,738 827,638 Robert S. Salomon, Jr. 11,251,416 833,960 During the six-month period ended October 31, 2007, the Auction Market Preferred Stock shareholders (Series A&B) of BlackRock MuniHoldings Insured Fund, Inc. voted on the following proposal, which was approved at an annual shareholders' meeting on August 16, 2007. This proposal was part of the reorganization of the Fund's Board of Directors to take effect on or about November 1, 2007. A description of the proposal and number of shares voted for each Director are as follows: Shares Voted Shares Withheld For From Voting To elect the Fund's Directors: Frank J. Fabozzi and W. Carl Kester 4,874 1 Dividend Policy The Funds' dividend policy is to distribute all or a portion of their net investment income to their shareholders on a monthly basis. In order to provide shareholders with a more stable level of dividend distributions, the Funds may at times pay out less than the entire amount of net investment income earned in any particular month and may at times in any particular month pay out such accumulated but undistributed income in addition to net investment income earned in that month. As a result, the dividends paid by the Funds for any particular month may be more or less than the amount of net investment income earned by the Funds during such month. The Funds' current accumulated but undistributed net investment income, if any, is disclosed in the Statements of Net Assets, which comprises part of the financial information included in these reports. SEMI-ANNUAL REPORT OCTOBER 31, 2007 Additional Information (concluded) Availability of Quarterly Schedule of Investments The Funds file their complete schedules of portfolio holdings with the Securities and Exchange Commission ("SEC") for the first and third quarters of each fiscal year on Form N-Q. The Funds' Forms N-Q are available on the SEC's Web site at http://www.sec.gov. The Funds' Forms N-Q may also be reviewed and copied at the SEC's Public Reference Room in Washington, DC. Information on the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330. Electronic Delivery Electronic copies of most financial reports and prospectuses are available on each Fund's Web site. Shareholders can sign up for e-mail notifications of quarterly statements, annual and semi-annual reports and prospectuses by enrolling in the Funds' electronic delivery program. Shareholders Who Hold Accounts with Investment Advisers, Banks or Brokerages: Please contact your financial advisor to enroll. Please note that not all investment advisers, banks or brokerages may offer this service. BlackRock Privacy Principles BlackRock is committed to maintaining the privacy of its current and former fund investors and individual clients (collectively, "Clients") and to safeguarding their nonpublic personal information. The following information is provided to help you understand what personal information BlackRock collects, how we protect that information and why in certain cases we share such information with select parties. If you are located in a jurisdiction where specific laws, rules or regulations require BlackRock to provide you with additional or different privacy-related rights beyond what is set forth below, then BlackRock will comply with those specific laws, rules or regulations. BlackRock obtains or verifies personal nonpublic information from and about you from different sources, including the following: (i) information we receive from you or, if applicable, your financial intermediary, on applications, forms or other documents; (ii) information about your transactions with us, our affiliates, or others; (iii) information we receive from a consumer reporting agency; and (iv) from visits to our Web sites. BlackRock does not sell or disclose to nonaffiliated third parties any nonpublic personal information about its Clients, except as permitted by law or as is necessary to respond to regulatory requests or to service Client accounts. These nonaffiliated third parties are required to protect the confidentiality and security of this information and to use it only for its intended purpose. We may share information with our affiliates to service your account or to provide you with information about other BlackRock products or services that may be of interest to you. In addition, BlackRock restricts access to nonpublic personal information about its Clients to those BlackRock employees with a legitimate business need for the information. BlackRock maintains physical, electronic and procedural safeguards that are designed to protect the nonpublic personal information of its Clients, including procedures relating to the proper storage and disposal of such information. SEMI-ANNUAL REPORT OCTOBER 31, 2007 Item 2 - Code of Ethics - Not Applicable to this semi-annual report Item 3 - Audit Committee Financial Expert - Not Applicable to this semi-annual report Item 4 - Principal Accountant Fees and Services - Not Applicable to this semi-annual report Item 5 - Audit Committee of Listed Registrants - Not Applicable to this semi-annual report Item 6 - Schedule of Investments - The registrant's Schedule of Investments is included as part of the Report to Stockholders filed under Item 1 of this form. Item 7 - Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies - Not Applicable to this semi-annual report Item 8 - Portfolio Managers of Closed-End Management Investment Companies - Not Applicable to this semi-annual report Item 9 - Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers - Not Applicable Item 10 - Submission of Matters to a Vote of Security Holders - The registrant's Nominating Committee will consider nominees to the Board recommended by shareholders when a vacancy becomes available. Shareholders who wish to recommend a nominee should send nominations which include biographical information and set forth the qualifications of the proposed nominee to the registrant's Secretary. There have been no material changes to these procedures. Item 11 - Controls and Procedures 11(a) - The registrant's principal executive and principal financial officers or persons performing similar functions have concluded that the registrant's disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940, as amended (the "1940 Act")) are effective as of a date within 90 days of the filing of this report based on the evaluation of these controls and procedures required by Rule 30a-3(b) under the 1940 Act and Rule 13a-15(b) under the Securities and Exchange Act of 1934, as amended. 11(b) - There were no changes in the registrant's internal control over financial reporting (as defined in Rule 30a-3(d) under the 1940 Act) that occurred during the second fiscal quarter of the period covered by this report that have materially affected, or are reasonably likely to materially affect, the registrant's internal control over financial reporting. Item 12 - Exhibits attached hereto 12(a)(1) - Code of Ethics - Not Applicable to this semi-annual report 12(a)(2) - Certifications - Attached hereto 12(a)(3) - Not Applicable 12(b) - 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. BlackRock MuniHoldings Fund, Inc. By: /s/ Donald C. Burke ------------------- Donald C. Burke, Chief Executive Officer of BlackRock MuniHoldings Fund, Inc. Date: December 19, 2007 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/ Donald C. Burke ------------------- Donald C. Burke, Chief Executive Officer (principal executive officer) of BlackRock MuniHoldings Fund, Inc. Date: December 19, 2007 By: /s/ Neal J. Andrews -------------------- Neal J. Andrews, Chief Financial Officer (principal financial officer) of BlackRock MuniHoldings Fund, Inc. Date: December 19, 2007