<DOCUMENT>
<TYPE>EX-99.77B ACCT LTTR
<SEQUENCE>4
<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, 2002, 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 entity's 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, 2002.

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 3, 2002


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