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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Name of Issuer)

(Title of Class of Securities)

(CUSIP Number)

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13D/A 0000019617 XXXXXXXX LIVE 1 VARIABLE RATE MUNI TERM PREFERRED SHARES 02/09/2026 false 0001034665 09253N609 BLACKROCK MUNIHOLDINGS FUND, INC. 100 Bellevue Parkway Wilmington DE 19809 Michael Lees (212) 270-6000 JPMorgan Chase & Co. 270 Park Avenue New York NY 10017 0000019617 N JPMorgan Chase & Co. OO Y DE 0 7178 0 7178 7178 N 100 HC CO 0002005954 N DNT Asset Trust OO N DE 0 7178 0 7178 7178 N 100 OO VARIABLE RATE MUNI TERM PREFERRED SHARES BLACKROCK MUNIHOLDINGS FUND, INC. 100 Bellevue Parkway Wilmington DE 19809 This Amendment No. 1 (this "Amendment") amends, as set forth below, the statement on Schedule 13D, dated December 20, 2023 and filed with the SEC on January 2, 2024 (the "Original Schedule 13D"), for JPMorgan Chase & Co. ("JPMC") and DNT Asset Trust ("DNT Trust") (collectively, the "Reporting Persons") with respect to certain Variable Rate Muni Term Preferred Shares ("Preferred Shares") of BLACKROCK MUNIHOLDINGS FUND, INC. (the "Issuer"). This Amendment is being filed as a result of the reorganization of BlackRock MuniHoldings Quality Fund II, Inc. ("MUE"), BlackRock Municipal Income Trust ("BFK"), BlackRock Municipal Income Quality Trust ("BYM"), BlackRock Municipal Income Trust II ("BLE") into the Issuer on February 9, 2026 (the "Reorganization") pursuant to which DNT Trust exchanged its 780 Preferred Shares of MUE (CUSIP No. 09254C602), 1,541 Preferred Shares of BFK (CUSIP No. 09263Q204), 976 Preferred Shares of BYM (CUSIP No. 092479609), and 1,741 Preferred Shares of BLE (CUSIP No. 09249N705) for an equal number of Preferred Shares of the Issuer (CUSIP No. 09253N609). This information is not changed by this Amendment. This information is not changed by this Amendment. Item 2 of the Original Schedule 13D is hereby amended by deleting Schedule A and Schedule B referenced therein and replacing them with Schedule A and Schedule B included with this Amendment and attached as an Exhibit hereto. Item 2 of the Original Schedule 13D is hereby amended by deleting Schedule A and Schedule B referenced therein and replacing them with Schedule A and Schedule B included with this Amendment and attached as an Exhibit hereto. Item 2 of the Original Schedule 13D is hereby amended by deleting Schedule A and Schedule B referenced therein and replacing them with Schedule A and Schedule B included with this Amendment and attached as an Exhibit hereto. Item 2 of the Original Schedule 13D is hereby amended by deleting Schedule A and Schedule B referenced therein and replacing them with Schedule A and Schedule B included with this Amendment and attached as an Exhibit hereto. Item 3 of the Original Schedule 13D is hereby amended by adding the following paragraph at the end thereof: "In connection with the Reorganization of MUE, BFK, BYM, and BLE into the Issuer, DNT Trust exchanged its 780 Preferred Shares of MUE (CUSIP No. 09254C602), 1,541 Preferred Shares of BFK (CUSIP No. 09263Q204), 976 Preferred Shares of BYM (CUSIP No. 092479609), and 1,741 Preferred Shares of BLE (CUSIP No. 09249N705) for an equal number of Preferred Shares of the Issuer (CUSIP No. 09253N609)." Item 4 of the Original Schedule 13D is hereby amended by adding the following paragraph at the end thereof: "In connection with the Reorganization of MUE, BFK, BYM, and BLE into the Issuer, DNT Trust exchanged its 780 Preferred Shares of MUE (CUSIP No. 09254C602), 1,541 Preferred Shares of BFK (CUSIP No. 09263Q204), 976 Preferred Shares of BYM (CUSIP No. 092479609), and 1,741 Preferred Shares of BLE (CUSIP No. 09249N705) for an equal number of Preferred Shares of the Issuer (CUSIP No. 09253N609) pursuant to that certain Amended and Restated Variable Rate Muni Term Preferred Shares Purchase and Exchange Agreement dated February 9, 2026." This information is not changed by this Amendment. This information is not changed by this Amendment. This information is not changed by this Amendment. This information is not changed by this Amendment. This information is not changed by this Amendment. Item 6 of the Original Schedule 13D is hereby amended by adding the following at the end of the first paragraph thereof: "The voting and consent rights on the 5,038 Preferred Shares acquired in connection with in the Reorganization will be subject to the Voting Trust and will be treated in the same manner as previously described in this Item 6." Item 7 of the Original Schedule 13D is hereby amended by deleting Exhibit 99.1 thereto and inserting the following exhibits in its place: "Exhibit Description of Exhibit 99.1 Joint Filing Agreement" Item 7 of the Original Schedule 13D is hereby further amended by adding the following Exhibit to the listings of exhibits to be attached to this Schedule 13D: "Exhibit Description of Exhibit 99.5 Amended and Restated Schedule A and Schedule B 99.6 Ameded and Restated Variable Rate Muni Term Preferred Shares Purchase Agreement dated February 9, 2026 99.7 Amended and Restated Registration Rights Agreement, dated February 9, 2026" JPMorgan Chase & Co. /s/ Michael Lees Michael Lees, Executive Director 02/26/2026 DNT Asset Trust /s/ Tim A. Self Tim A. Self, Authorized Officer 02/26/2026 Please note that Item 2 of the Original Schedule 13D is hereby amended by deleting Schedule A and Schedule B referenced therein and replacing them with the amended and restated Schedule A and Schedule B attached to this Amendment.