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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)

X0202 SCHEDULE 13D/A 0000019617 XXXXXXXX LIVE 2 VARIABLE RATE MUNI TERM PREFERRED SHARES 06/02/2026 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. 2 (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"), as amended by that certain Amendment No. 1 dated as of February 09, 2026, and filed with the SEC on February 26, 2026, 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 in relation to the deposit by DNT Trust of 7,178 Prefered Shares (CUSIP No. 09253N609) into a tender option trust and custody arrangement designated as the JPM PD Series 5114 Trust on June 2, 2026. 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. This information is not changed by this Amendment. This information is not changed by this Amendment. The responses of the Reporting Persons in Item 3 and Item 4 of this Statement are incorporated herein by reference. On June 2, 2026, JPMorgan Chase & Co. ("JPMC") deposited 7,178 Variable Rate Muni Term Preferred Shares of the Issuer (CUSIP No. 09253N609) into a tender option bond trust arrangement designated as JPM PD Series 5114 Trust (the "TOB Trust"). The TOB Trust has title to such 7,178 Preferred Shares but does not independently have the power to dispose or direct the disposition of the Preferred Shares. JPMC, through its interests in and contractual rights with respect to the TOB Trust, retains an indirect beneficial ownership in the Preferred Shares, including with respect to the voting rights on the Preferred Shares, which additionally remain subject to the Voting Trust. 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 language after the last paragraph thereof: On June 2, 2026, JPMorgan Chase & Co. ("JPMC") deposited 7,178 Variable Rate Muni Term Preferred Shares of the Issuer (CUSIP No. 09253N609) into a tender option bond trust arrangement designated as JPM PD Series 5114 Trust (the "TOB Trust"). The TOB Trust has title to such 7,178 Preferred Shares but does not independently have the power to dispose or direct the disposition of the Preferred Shares. JPMC, through its interests in and contractual rights with respect to the TOB Trust, retains an indirect beneficial ownership in the Preferred Shares, including with respect to the voting rights on the Preferred Shares, which additionally remain subject to the Voting Trust. Item 7 of the Original Schedule 13D is hereby amended by deleting Exhibit 99.1 and Exhibit 99.5 thereto and inserting the following exhibits in thier place: "Exhibit Description of Exhibit 99.1 Joint Filing Agreement 99.5 Amended and Restated Schedule A and Schedule B" JPMorgan Chase & Co. /s/ Michael Lees Michael Lees, Executive Director 06/04/2026 DNT Asset Trust /s/ Sean Saroya Sean Saroya, Authorized Officer 06/04/2026 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.