<DOCUMENT>
<TYPE>EX-99.77BACCTLTTR
<SEQUENCE>2
<FILENAME>mh77b.txt
<TEXT>



Report of Independent Auditors


To the Shareholders and Board of Directors,
MuniHoldings Fund, Inc.

In planning and performing our audit of the financial
statements of MuniHoldings Fund, Inc. for the year ended
April 30, 2001, we considered its internal control, including
control activities for safeguarding securities, in order to
determine our auditing procedures for the purpose of
expressing our opinion on the financial statements and to
comply with the requirements of Form N-SAR, not to
provide assurance on the internal control.

The management of MuniHoldings Fund, Inc. is
responsible for establishing and maintaining internal
control.  In fulfilling this responsibility, estimates and
judgments by management are required to assess the
expected benefits and related costs of controls.  Generally,
controls that are relevant to an audit pertain to the entitys
objective of preparing financial statements for external
purposes that are fairly presented in conformity with
accounting principles generally accepted in the United
States.  Those controls include the safeguarding of assets
against unauthorized acquisition, use, or disposition.

Because of inherent limitations in internal control, error or
fraud may occur and not be detected.  Also, projection of
any evaluation of internal control to future periods is
subject to the risk that it may become inadequate because of
changes in conditions or that the effectiveness of the design
and operation may deteriorate.

Our consideration of internal control would not necessarily
disclose all matters in internal control that might be
material weaknesses under standards established by the
American Institute of Certified Public Accountants.  A
material weakness is a condition in which the design or
operation of one or more of the internal control components
does not reduce to a relatively low level the risk that
misstatements caused by error or fraud in amounts that
would be material in relation to the financial statements
being audited may occur and not be detected within a
timely period by employees in the normal course of
performing their assigned functions.  However, we noted no
matters involving internal control and its operation,
including controls for safeguarding securities that we
consider to be material weaknesses as defined above as of
April 30, 2001.

This report is intended solely for the information and use of
the Board of Directors and management of MuniHoldings
Fund, Inc. and the Securities and Exchange Commission
and is not intended to be and should not be used by anyone
other than these specified parties.




MetroPark, New Jersey
June 1, 2001
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