UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~Washington~~WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) ~~of the~~

of the Securities Exchange Act of 1934

Date of ~~report~~Report (Date of earliest event reported): ~~June~~November 2, 152021 (November 2, ~~2011~~ 2021)

~~BlackRock~~BLACKROCK ~~MuniHoldings~~MUNIHOLDINGS ~~Fund~~FUND, ~~Inc~~INC.

(Exact Name of Registrant as Specified in Charter)

Maryland	811-08081	22-3508039
MARYLAND		811-08081	22-3508039
(State or Other Jurisdiction of Incorporation)	~~(Commission File Number)~~	(~~IRS~~Commission ~~Employer~~File ~~Identification No.~~Number)	(IRS Employer Identification No.)

40 East 52nd Street, New York, New York		10022
(Address of Principal Executive Offices)		(Zip Code)

55 East 52nd Street

~~Registrant's~~New ~~telephone number~~York, ~~including~~New ~~area~~York ~~code: (212)~~10055 ~~810-5300~~

(~~Former~~Address ~~Name~~of orprincipal ~~Former~~executive ~~Address~~offices, ifincluding ~~Changed~~zip ~~Since Last Report~~code)

~~£ Written communications pursuant to Rule 425 under the Securities Act~~ (~~17 CFR 230.425~~212) ~~£ Soliciting material pursuant to Rule 14a~~810-125300 under the Exchange Act (17 CFR 240.14a-12) £ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) £ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~Section~~(Registrant’s 7telephone -number, ~~Regulation~~including FDarea code)

~~Item~~N/A ~~7.01 Regulation FD Disclosure.~~

On June 15, 2011, BlackRock MuniHoldings New York Quality Fund, Inc., BlackRock MuniHoldings Fund, Inc., BlackRock New Jersey Municipal Bond Trust, BlackRock Municipal Income Investment Quality Trust, BlackRock Maryland Municipal Bond Trust, BlackRock Municipal Bond Trust, BlackRock Investment Quality Municipal Income Trust, BlackRock Virginia Municipal Bond Trust, BlackRock Municipal Bond Investment Trust, The BlackRock Pennsylvania Strategic Municipal Trust, BlackRock Municipal Income Investment Trust, BlackRock California Municipal 2018 Term Trust, BlackRock Municipal 2018 Term Trust and BlackRock New York Municipal Bond Trust (~~the~~Former ~~"Funds")~~name ~~and~~or former ~~certain other BlackRock closed-end registered investment companies (the "Other Funds") entered into an agreement (the "Agreement") with Karpus Management~~address, ~~Inc.~~if ~~("Karpus"),~~changed ~~Special~~since ~~Opportunities~~last ~~Fund, Inc. ("SOF"~~report) and Opportunity Partners L.P. ("Opportunity Partners" and, together with SOF, the "Bulldog/Brooklyn Funds"), pursuant to which, among other things, Karpus and the Bulldog/Brooklyn Funds agreed to withdraw all director nominations and shareholder proposals that they had previously submitted to the Funds.

~~Each~~Check ~~Fund~~the ~~has~~appropriate ~~agreed~~box ~~that,~~ below if ~~all of~~ the ~~outstanding~~Form ~~auction~~8-K ~~rate~~filing preferred securities ("AMPS") of such Fund have not been redeemed two weeks prior to the date a Fund mails its proxy materials to shareholders in connection with the Fund's 2012 annual meeting of shareholders (each, a "2012 Annual Meeting"), Karpus or the Bulldog/Brooklyn Funds, as applicable (based on the party who submitted the nomination notice), will be entitled to designate an individual (the "Designee") to be nominated as a director/trustee elected by the preferred shareholders of such Fund, to serve on the board of directors/trustees of such Fund, and such Fund will include the Designee in the Fund's proxy materials, and such Fund's board of directors/trustees will recommend that the Designee be elected, in connection with its 2012 Annual Meeting if the Designee is ~~reasonably~~intended ~~acceptable~~ to ~~the~~simultaneously ~~board~~satisfy ~~of directors/trustees of a Fund and agrees to resign from~~ the ~~board~~filing ofobligation ~~directors/trustees at such time as all~~ of the ~~AMPS~~registrant ~~of a Fund are redeemed. The Funds are~~ under ~~no obligation to redeem~~ any of the ~~AMPS~~following ~~and~~provisions: ~~any redemption of AMPS will be made only after a determination by the board of directors/trustees of a Fund that such redemption is in the best interests of all of a Fund's shareholders.~~

~~Pursuant~~☐ toWritten ~~the~~communications ~~Agreement,~~pursuant ~~(a) Karpus and the Bulldog/Brooklyn Funds each withdrew its purported nomination(s) of individual(s) for election~~ to the boards of directors/trustees for each of the Funds for the 2011 annual meetings of the shareholders (the "2011 Annual Meetings") and agreed to vote all shares of the Funds that they own in favor of the nominees of the board of directors/trustees at the 2011 Annual Meetings and the 2012 Annual Meetings; (b) Karpus withdrew the Rule ~~14a-8~~425 ~~shareholder~~under ~~proposal that it made to certain of~~ the ~~Funds~~Securities inAct ~~connection with the 2011 Annual Meetings; and~~ (c)17 ~~the~~CFR ~~Bulldog/Brooklyn Funds withdrew the three non-Rule 14a-8 shareholder proposals that they made to certain of the Funds in connection with the 2011 Annual Meetings~~230.425)

In☐ ~~addition,~~Soliciting ~~Karpus~~material ~~and the Bulldog/Brooklyn Funds each agreed that, until after the Funds' 2014 annual meetings of shareholders, it will not make any shareholder proposals (~~pursuant to Rule 14a-812 orunder ~~otherwise); make, participate in or encourage any solicitation of proxies or consents; seek~~ the ~~election,~~Exchange ~~appointment~~Act or removal of any director; form or join a "group" with respect to the Funds; act to control or to influence or act to seek control or influence the management, policies or boards of directors/trustees of the Funds; propose any extraordinary transaction; or participate or take action pursuant to any "shareholder access" proposal. Also, until after the 2012 Annual Meetings, (a)17 ~~Karpus~~CFR and the Bulldog/Brooklyn Funds agreed to be bound by the foregoing "standstill" covenants and not take any of the above actions with respect to the Other Funds and (b) the parties agreed to a mutual non-disparagement provision240.14a-12)

~~Under~~☐ ~~the~~Pre-commencement ~~terms~~communications ofpursuant ~~the Agreement, the parties agreed~~ to ~~take~~Rule all steps necessary to cause the litigation in the Delaware Chancery Court between Karpus, the Bulldog/Brooklyn Funds and certain of the Funds to be dismissed, without prejudice. Pursuant to the Agreement, the Funds and the Other Funds will reimburse Karpus and the Bulldog/Brooklyn Funds for up to $150,000 14d-2(~~in the aggregate~~b) ofunder ~~reasonable, documented out-of-pocket fees and expenses incurred in connection with~~ the ~~litigation~~Exchange ~~and~~Act ~~their~~(17 ~~proxy~~CFR ~~solicitation~~240.14d-2(b))

~~The~~☐ ~~above~~Pre-commencement ~~summary~~communications ofpursuant ~~the Agreement is qualified entirely by reference~~ to ~~the~~Rule ~~full~~13e-4(c) ~~text~~under of the ~~Agreement,~~Exchange aAct ~~copy~~(17 ofCFR ~~which is attached hereto as Exhibit 99~~240.~~1 and is incorporated herein by reference.~~13e-4(c))

~~Section~~Item 97.01. –Regulation ~~Financial~~FD ~~Statements and Exhibits~~Disclosure.

On November 2, 2021, the Board of Directors (the “Board”) of BlackRock MuniHoldings Fund, Inc., a Maryland corporation (the “Fund”), adopted resolutions to cause the Fund to be subject to the Maryland Control Share Acquisition Act (the “MCSAA”), effective November 2, 2021, and elected to classify the Board, effective November 18, 2021, pursuant to provisions of the Maryland General Corporation Law. Also on November 2, 2021, the Board approved amending and restating the bylaws of the Fund in their entirety (the “Amended and Restated Bylaws”) to reflect the Fund’s election to be subject to the MCSAA, classify the Board and amend Article I, Section 11 of the bylaws relating to the election of Directors. The Amended and Restated Bylaws provide that the provisions of the MCSAA do not apply to, among other things, the voting rights of the holders of any shares of preferred stock of the Fund (but only with respect to such preferred stock) or to the voting rights of any person acquiring shares of stock of the Fund in a control share acquisition (as defined in the MCSAA) if, prior to the acquisition, the person obtains approval of the Board exempting the acquisition from the MCSAA specifically, generally, or generally by types, which exemption may include the person and the person’s affiliates or associates or other persons. The Amended and Restated Bylaws are effective November 2, 2021. A copy of the Amended and Restated Bylaws is included as Exhibit 3.1 to this report and incorporated by reference herein. The initial classes of Directors of the Fund are set out in Exhibit 99.1 to this report.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Exhibit
ExhibitNumber		Description
99.1		Agreement, dated June 15, 2011.
3.1		Amended and Restated Bylaws of BlackRock MuniHoldings Fund, Inc., effective as of November 2, 2021
99.1		Initial Classes of Directors

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

~~Date:~~BLACKROCK ~~June~~MUNIHOLDINGS 16FUND, ~~2011~~INC. By: /S/ JANEY AHN Name: Janey Ahn Title: Secretary

~~BLACKROCK~~DATE: ~~MUNIHOLDINGS FUND~~November 2, ~~INC.~~2021 ~~By: /s/ John Perlowski Name: John Perlowski Title: President and Chief Executive Officer~~

~~Exhibit~~- ~~Index~~3 -

Exhibit No.		Exhibit
99.1		Agreement, dated June 15, 2011.

EXHIBIT INDEX


Exhibit Number		Description

3.1		Amended and Restated Bylaws of BlackRock MuniHoldings Fund, Inc., effective as of November 2, 2021

99.1		Initial Classes of Directors

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