BlackRock MuniHoldings Fund (MHD) N-14 8C/A Registration statement for closed-end investment company (amended)

Exhibit (1)(b)

MUNIHOLDINGS FUND, INC.

ARTICLES OF AMENDMENT

MuniHoldings Fund, Inc. a Maryland corporation (the “Corporation”), does hereby certify to the State Department of Assessments and Taxation of Maryland that:

FIRST:         The name of the corporation is MuniHoldings Fund, Inc.

SECOND:    The charter of the Corporation is hereby amended by deleting Article I thereof in its entirety and inserting the following in lieu thereof:

ARTICLE I

NAME

The name of the Corporation is

BlackRock MuniHoldings Fund, Inc.

THIRD:        These Articles of Amendment have been approved by a majority of the entire Board of Directors of the Corporation and are limited to a change expressly authorized by Section 2-605 of the Maryland General Corporation Law and are therefore made without action by the stockholders.

FOURTH:    The authorized capital stock of the Corporation has not been increased by these Articles of Amendment.

FIFTH:        As amended hereby, the Corporation’s charter shall remain in full force and effect.

SIXTH:        These Articles of Amendment shall be effective as of the 29^th day of September, 2006.

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IN WITNESS WHEREOF, MuniHoldings Fund, Inc. has caused these presents to be signed in its name and on its behalf by its Vice President and witnessed by its Secretary as of the 14^th day of September, 2006.

MUNIHOLDINGS FUND, INC.
By:	/s/ Donald C. Burke
	Name:	Donald C. Burke, Vice President

Witness:

/s/ Alice A. Pellegrino                

Alice A. Pellegrino, Secretary

THE UNDERSIGNED, Vice President of the Corporation, who executed on behalf of the Corporation the foregoing Articles of Amendment of which this certificate is made a part, hereby acknowledges in the name and on behalf of the Corporation the foregoing Articles of Amendment to be the corporate act of the Corporation and further certifies, as to all of the matters and fact required to be verified under oath, that to the best of his knowledge, information and belief, the matter and facts set forth herein are true in all material respects, under the penalties of perjury.

/s/ Donald C. Burke                      

Donald C. Burke, Vice President

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