MUNIVEST FUND INC
N-30D, 1994-10-17
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MUNIVEST
FUND, INC.




FUND LOGO




Annual Report  August 31, 1994



This report, including the financial information herein,
is transmitted to the shareholders of MuniVest Fund, Inc.
for their information. It is not a prospectus, circular or
representation intended for use in the purchase of shares
of the Fund or any securities mentioned in the report.
Past performance results shown in this report should not
be considered a representation of future performance.
The Fund has leveraged its Common Stock by issuing
Preferred Stock to provide the Common Stock share-
holders with a potentially higher rate of return. Leverage
creates risks for Common Stock shareholders, including
the likelihood of greater volatility of net asset value and
market price shares of the Common Stock, and the risk
that fluctuations in the short-term dividend rates of the
Preferred Stock may affect the yield to Common Stock
shareholders.

MuniVest Fund, Inc.
Box 9011
Princeton, NJ
08543-9011

<PAGE>



MUNIVEST FUND, INC.

The Benefits and
Risks of
Leveraging

MuniVest Fund, Inc. utilizes leveraging to seek to enhance the
yield and net asset value of its Common Stock. However, these
objectives cannot be achieved in all interest rate environments.
To leverage, the Fund issues Preferred Stock, which pays
dividends at prevailing short-term interest rates, and invests
the proceeds in long-term municipal bonds. The interest earned on
these investments is paid to Common Stock shareholders in the
form of dividends, and the value of these portfolio holdings is
reflected in the per share net asset value of the Fund's Common
Stock. However, in order to benefit Common Stock shareholders,
the yield curve must be positively sloped; that is, short-term
interest rates must be lower than long-term interest rates. At
the same time, a period of generally declining interest rates
will benefit Common Stock shareholders. If either of these
conditions change, then the risks of leveraging will begin to
outweigh the benefits.

To illustrate these concepts, assume a fund's Common Stock
capitalization of $100 million and the issuance of Preferred
Stock for an additional $50 million, creating a total value of
$150 million available for investment in long-term municipal
bonds. If prevailing short-term interest rates are approximately
3% and long-term interest rates are approximately 6%, the yield curve
has a strongly positive slope. The fund pays dividends on the $50
million of Preferred Stock based on the lower short-term interest
rates. At the same time, the fund's total portfolio of $150
million earns the income based on long-term interest rates.

In this case, the dividends paid to Preferred Stock shareholders
are significantly lower than the income earned on the fund's
long-term investments, and therefore the Common Stock
shareholders are the beneficiaries of the incremental yield.
However, if short-term interest rates rise, narrowing the
differential between short-term and long-term interest rates, the
incremental yield pick-up on the Common Stock will be reduced. At
the same time, the market value on the fund's Common Stock (that
is, its price as listed on the American Stock Exchange), may, as
a result, decline. Furthermore, if long-term interest rates rise,
the Common Stock's net asset value will reflect the full decline
in the price of the portfolio's investments, since the value of
the fund's Preferred Stock does not fluctuate. In addition to
the decline in net asset value, the market value of the fund's
Common Stock may also decline.
<PAGE>

Officers and
Directors

Arthur Zeikel, President and Director
Ronald W. Forbes, Director
Cynthia A. Montgomery, Director
Charles C. Reilly, Director
Kevin A. Ryan, Director
Richard R. West, Director
Terry K. Glenn, Executive Vice President
Donald C. Burke, Vice President
Vincent R. Giordano, Vice President
Kenneth A. Jacob, Vice President
Gerald M. Richard, Treasurer
Mark B. Goldfus, Secretary

Custodian
The Bank of New York
110 Washington Street
New York, New York 10286

ASE Symbol
MVF

Transfer Agents

Common Stock:
The Bank of New York
110 Washington Street
New York, New York 10286

Preferred Stock:
IBJ Schroder Bank & Trust Company
One State Street
New York, New York 10004



TO OUR SHAREHOLDERS

For the year ended August 31, 1994, the Common Stock of MuniVest
Fund, Inc. earned $0.970 per share income dividends, representing
a net annualized yield of 10.14%, based on a month-end per share
net asset value of $9.57. Over the same period, the Fund's total
investment return was -0.44%, based on a change in per share net
asset value from $10.65 to $9.57, and assuming reinvestment of
$0.976 per share income dividends and $0.053 capital gains
distributions.

For the six months ended August 31, 1994, the Common Stock of
MuniVest Fund, Inc. earned $0.341 per share income dividends,
representing a net annualized yield of 7.10%, based on a month-
end per share net asset value of $9.57. Over the same period, the
Fund's total investment return was -1.84%, based on a change in
per share net asset value from $10.12 to $9.57, and assuming
reinvestment of $0.340 per share income dividends.
<PAGE>
For the year ended August 31, 1994, the Fund's Preferred Stock
had an average dividend yield as follows: Series A, 2.558%;
Series B, 2.503%; Series C, 2.577%; Series D, 2.569%; and Series
E, 2.515%.

The Environment
Concerns of increasing inflationary pressures continued to prompt
volatility in the US stock and bond markets during the March--
August period. In addition, the weakness of the US dollar in
foreign exchange markets prolonged stock and bond market declines
during July. While the immediate concerns regarding the US dollar
had diminished by late July, the possibility of continued
tightening by the Federal Reserve Board resurfaced after Chairman
Alan Greenspan gave his most recent Congressional testimony.
However, a lower-than-expected rate of growth reported for the US
economy during the second calendar quarter allayed inflationary
concerns to some degree, despite the fifth increase in short-term
interest rates made by the central bank in mid-August.

While the economic recovery is continuing, data suggest that it
is losing some momentum. Consumer spending is increasing, but at
a relatively slow pace, and existing home sales may have peaked.
In the industrial sector, capital goods spending is still on the
rise, but the gain for the second quarter was revised downward to
6.5%. On balance, the growth in US industry is progressing at a
steady, modest rate.

Despite evidence of a moderating trend in the US economy, Chairman
Greenspan indicated in his July Humphrey-Hawkins testimony that
the central bank would prefer to err on the side of too much monetary
tightening rather than too little. In the weeks ahead, investors will
continue to assess economic data and inflationary trends in order to
gauge whether further increases in short-term interest rates are
imminent. Continued indications of moderate and sustainable levels
of economic growth would be positive for the US capital markets.

The Municipal Market
During the six-month period ended August 31, 1994, tax-exempt
bond yields exhibited continued volatility as they rose to their
highest level in nearly two years. As measured by the Bond Buyer
Revenue Bond Index, the yield on a newly issued municipal revenue
bond maturing in 30 years rose approximately 60 basis points (0.60%)
to 6.46% at the end of August. Yields on seasoned municipal issues
rose by approximately 70 basis points in sympathy with the even more
dramatic rise in US Treasury bond yields. By the end of August,
yields on US Treasury securities had risen approximately 80 basis
points to end the period at 7.47%.
<PAGE>
Long-term tax-exempt interest rates continued to rise in March, as
investors began to sell securities in anticipation of further
interest rate increases by the Federal Reserve Board. These fears
were realized as the Federal Reserve Board continued to raise
interest rates in subsequent months. Municipal bond yields rose
to a high of 6.60% in mid-May amid indications of a continued
strong economic recovery and potential resurgent inflationary
pressures. In recent months, a number of economic indicators have
suggested that the pace of the current economic expansion is
slowing. Also, many analysts believe that the Federal Reserve
Board will now wait some period of time before acting again in
order to judge the overall impact of their actions upon economic
growth and inflation. These factors have allowed municipal bond
yields to decline approximately 15 basis points to 6.46% and
attain a small measure of overall stability in recent weeks.

The magnitude of the rise in tax-exempt bond yields during the
past six months has not been seen since 1987 when municipal bond
yields rose 250 basis points from March to October in that year.
It is very important to note that the municipal bond price
declines over the last six months, while certainly damaging, were
essentially much different than the 1987 episode. Recent price
declines have largely been the result of consistent and insistent
selling pressures over the last six months. In the 1987 period,
the tax-exempt bond market was much more volatile and, at times,
chaotic as investors sought to liquidate positions without much
concern to fundamental value. The recent price deterioration, for
the most part, has been orderly and the municipal bond market's
liquidity and integrity have not been challenged or jeopardized.

To a large extent, the municipal bond market has continued to be
supported by its strong technical position. New-issue volume for
the last six months was approximately $83 billion, which
represents a decline of approximately 50% versus the comparable
period a year earlier. This reduction was expected and discussed in
earlier shareholder reports. This decline in issuance minimized
potential selling pressures in recent months as institutional
investors have been wary of selling appreciable amounts of
securities that they may be unable to replace later this year at
any price level. We expect this decline in new bond issuance to
continue this year and into 1995.

Despite recent price declines, tax-exempt securities remain among
the most attractive investment alternatives available. Longer-
term municipal securities, after the recent yield increases,
provide a yield approximately 85% of comparable US Treasury
issues. Purchasers of these municipal bonds also accrue
substantial after-tax yield advantages. For example, to investors
in the 39% marginal Federal income tax bracket, the purchase of a
tax-exempt product yielding 6.40% represents an after-tax
equivalent of 10.50%. With prevailing estimates of 1994 inflation
at no more than 3%--4%, real (inflation adjusted) after-tax rates
in excess of 6.25% easily compensate longer-term investors for
much of the price volatility recently experienced.
<PAGE>
We continue to look for municipal bond yields to decline later
this year and into 1995, as inflationary pressures remain low,
and as the domestic economy is further slowed by the impact of
higher interest rates. As this scenario unfolds, currently
available tax-exempt products should generate attractive returns
for long-term investors.

Portfolio Strategy
In March and April 1994, it became apparent that the Federal
Reserve Board was committed to further increases in short-term
interest rates in order to prevent the creation of any
significant inflationary pressures. Therefore, we restructured
MuniVest Fund, Inc. by raising its cash reserves to approximately
10% of net assets and reducing the Fund's holdings of more
interest rate-sensitive issues. In addition, we placed greater
emphasis on higher-coupon, more defensive issues. We maintained
this strategy throughout the remainder of the six-month period
ended August 31, 1994. Consequently, the Fund's current yield was
enhanced and its responsiveness to interest rate volatility
was reduced.

Looking ahead, we expect to maintain our current strategy until
signs that the economic expansion is slowing become more
pronounced and no additional increases by the Federal Reserve
Board seem forthcoming. The Fund's current composition and
structure will allow it to recapture much, if not all, of its
capital depreciation should tax-exempt interest rates decline
further in 1994 and 1995. However, the Fund's recent
restructuring should prevent any material capital depreciation in
response to further interest rate volatility. The increased
current yield gained during the restructuring should continue to
augment the Fund's dividend well into the next decade.

Over the past six months, short-term cash equivalents have traded
in the 2.50%--3% range, rising approximately 75 basis points in
response to the series of Federal Reserve Board interest rate
increases. During the same period, yields on corresponding
taxable instruments rose approximately 150 basis points. This
relatively smaller response by short-term municipal securities
has allowed the leverage of the Preferred Stock to continue to
have a very positive impact upon the yield of the Common Stock
shareholder. However, should the spread between short-term and
long-term tax-exempt rates narrow, the benefits of this leverage
will diminish and reduce the yield on the Fund's Common Stock. For
a complete explanation of the benefits and risks of leveraging,
see page 1 of this report to shareholders.
<PAGE>
We appreciate your ongoing interest in MuniVest Fund, Inc., and
we look forward to serving your investment needs and objectives
in the months and years to come.

Sincerely,

(Arthur Zeikel)
Arthur Zeikel
President

(Vincent R. Giordano)
Vincent R. Giordano
Vice President and Portfolio Manager

September 23, 1994


<TABLE>
SCHEDULE OF INVESTMENTS                                                                                            (in Thousands)
<CAPTION>
S&P       Moody's    Face                                                                                                 Value
Ratings   Ratings   Amount    Issue                                                                                     (Note 1a)
<C>       <C>       <C>       <S>                                                                                       <C>
STATE
Alabama--2.8%
AAA       NR        $ 9,795   Alabama HFA, S/F Mortgage Revenue Bonds, Series A, 7.60% due 10/01/2022 (d)               $ 10,226
BBB       Baa1        8,750   Courtland, Alabama, Industrial Development Board, Revenue Refunding Bonds
                              (Champion International Corporation), Series A, 7.20% due 12/01/2013                         9,081
BBB       Baa1        5,000   Courtland, Alabama, Industrial Development Board, Solid Waste Disposal Revenue Bonds
                              (Champion International Corporation Project), AMT, 7% due 6/01/2022                          5,034

Alaska--3.2%                  North Slope Boro, Alaska, Revenue Bonds, UT, Series B (c):
AAA       Aaa         6,000     5.10%* due 1/01/2002                                                                       4,039
AAA       Aaa         6,000     5.20%* due 1/01/2003                                                                       3,796
AA-       A1         18,250   Valdez, Alaska, Marine Terminal Revenue Refunding Bonds (Sohio Pipeline),
                              7.125% due 12/01/2025                                                                       19,203

Arizona--4.1%
NR        Aa          5,000   Arizona Educational Loan Marketing Corporation, Educational Loan Revenue Bonds,
                              Senior Series B, VRDN, 3.20% due 12/01/2002 (g)                                              5,000
A-1       P1          2,500   Maricopa County, Arizona, Pollution Control Corporation, PCR, Refunding (Arizona
                              Public Service Company), Series D, VRDN, 3.30% due 5/01/2029 (g)                             2,500
AA-       Aa         10,000   Maricopa County, Arizona, Unified School District No. 48 (Scottsdale Improvement),
                              UT, 4.40% due 7/01/2013                                                                      7,902
A         A1          5,000   Phoenix, Arizona, Civic Improvement Corporation, Wastewater System Lease Revenue
                              Refunding Bonds, 4.75% due 7/01/2023                                                         3,931
A-1+      VMIG1       2,100   Phoenix, Arizona, Series 2, UT, VRDN, 3.35% due 6/01/2018 (g)                                2,100
AA        P1            900   Pinal County, Arizona, IDA, PCR (Magma-Copper/Newmont Mining Corporation), VRDN,
                              3.35% due 12/01/2009 (g)                                                                       900
                              Salt River Project, Arizona, Agricultural Improvement and Power District,
                              Electric System Revenue Bonds:
AA        Aa          5,000     Refunding, Series C, 4.75% due 1/01/2017                                                   4,062
AA        Aa          9,000     Series A, 6.50% due 1/01/2022                                                              9,149
<PAGE>
Arkansas--0.1% 
AAA       NR          1,000   Arkansas State Development Finance Authority, S/F Mortgage Revenue Bonds (Mortgage
                              Backed Security Program), Series B, AMT, 6.40% due 1/01/2027 (d)                               989

California--3.5%
                              Los Angeles, California, Department of Water and Power, Electric Plant Crossover
                              Revenue Refunding Bonds:
AA        Aa          3,890     4.75% due 8/15/2014                                                                        3,176
AA        Aa          7,500     Second Issue, 4.75% due 11/15/2019                                                         5,945
                              Los Angeles, California, Department of Water and Power, Waterworks Crossover Revenue
                              Refunding Bonds, Second Issue:
AA        Aa          7,060     4.50% due 5/15/2013                                                                        5,576
AA        Aa          7,270     4.50% due 5/15/2018                                                                        5,552
                              University of California, COP (UCLA Central Chiller/Cogeneration) (k):
NR        NR          1,245     10.75% due 11/01/1998                                                                      1,522
NR        NR          3,315     10.75% due 11/01/1999                                                                      4,180
AAA       Aaa         5,000   University of California, Revenue Refunding Bonds (Multiple Purpose Projects), Series C,
                              4.75% due 9/01/2015 (h)                                                                      4,099
</TABLE>

Portfolio
Abbreviations

To simplify the listings of MuniVest Fund, Inc.'s portfolio holdings
in the Schedule of Investments, we have abbreviated the names
of many of the securities according to the list at right.

ACES SM Adjustable Convertible Extendable Securities
AMT     Alternative Minimum Tax (subject to)
ARCS    Auction Rate Certificates
BAN     Bond Anticipation Notes
COP     Certificates of Participation
DATES   Daily Adjustable Tax-Exempt Securities
GO      General Obligation Bonds
HFA     Housing Finance Authority
IDA     Industrial Development Authority
INFLOS  Inverse Floating Rate Municipal Bonds
LEVRRS  Leveraged Reverse Rate Securities
PARS    Periodic Auction Reset Securities
PCR     Pollution Control Revenue Bonds
RAN     Revenue Anticipation Notes
RIB     Residual Interest Bonds
SAVRS   Select Auction Variable Rate Securities
S/F     Single-Family
TAN     Tax Anticipation Notes
TRAN    Tax Revenue Anticipation Notes
UT      Unlimited Tax
VRDN    Variable Rate Demand Notes
<PAGE>

<TABLE>
SCHEDULE OF INVESTMENTS (continued)                                                                                (in Thousands)
<CAPTION>
S&P       Moody's    Face                                                                                                 Value
Ratings   Ratings   Amount    Issue                                                                                     (Note 1a)
<C>       <C>       <C>       <S>                                                                                       <C>
STATE

Colorado--3.9%
BBB+      NR        $ 3,250   Boulder County, Colorado, Hospital Revenue Bonds (Longmont United Hospital Project),
                              8.20% due 12/01/2020 (a)                                                                  $  3,822
                              Denver, Colorado, City and County Airport Revenue Bonds:
BB        Baa        11,150     AMT, Series C, 6.75% due 11/15/2013                                                       10,173
BB        Baa         1,905     AMT, Series C, 6.75% due 11/15/2022                                                        1,712
BB        Baa         7,340     Series A, 7.25% due 11/15/2025                                                             7,153
                              Denver, Colorado, City and County School District No. 001, UT:
A+        A           2,000     COP, Series B, 10% due 12/01/2000                                                          2,512
A+        A           2,000     COP, Series B, 10% due 12/01/2001                                                          2,565
A+        A           1,450     Series A, 9.40% due 12/15/2000                                                             1,773
AAA       NR          1,910   El Paso County, Colorado, S/F Mortgage Revenue Bonds, AMT, Series A,
                              8% due 9/01/2022 (d)                                                                         1,984
NR        A           1,335   Larimer County, Colorado, COP (Poudre School District No. R-1), 10% due 12/01/2000           1,680

Connecticut--1.8%
A-        VMIG1       3,100   Connecticut State, Economic Recovery Notes, VRDN, Series B, 3.05% due 6/01/1996 (g)          3,100
AA-       Aa         10,000   Connecticut State, GO, Series A, 9.875% due 3/01/2001                                       12,633

District of Columbia--0.3%
AAA       Aaa         2,270   District of Columbia, Revenue Refunding Bonds, Series A-1, UT, 6.50% due 6/01/2010 (c)       2,338

Florida--3.5%
BBB       Baa1        3,000   Escambia County, Florida, PCR (Champion International Corporation Project), AMT,
                              6.90% due 8/01/2022                                                                          3,000
NR        Aaa        11,450   Florida HFA, Home Ownership Revenue Bonds, AMT, 7.90% due 3/01/2022 (d)                     11,868
A-1+      VMIG1         200   Hillsborough County, Florida, IDA, PCR, Refunding (Tampa Electric Company Project),
                              VRDN, 3.35% due 5/15/2018 (g)                                                                  200
                              Largo, Florida, Suncoast Health System, Hospital Revenue Refunding Bonds:
BBB-      NR          2,000     6.20% due 3/01/2013                                                                        1,879
BBB-      NR          3,015     6.30% due 3/01/2020                                                                        2,759
AAA       Aaa         4,985   Orange County, Florida, Health Facilities Authority, Revenue Refunding Bonds (Pooled
                              Hospital Loan), Series A, 7.875% due 12/01/2025 (f)                                          5,284
NR        VMIG1         400   Palm Beach County, Florida, Water and Sewer Revenue Bonds, VRDN, 3.35% due 10/01/2011 (g)      400
A-1       VMIG1       2,900   Pinellas County, Florida, Health Facilities Authority, Revenue Refunding Bonds
                              (Pooled Hospital Loan Project), DATES, 3.35% due 12/01/2015 (g)                              2,900
A-1       VMIG1       2,100   Saint Lucie County, Florida, PCR, Refunding (Florida Power & Light Company Project),
                              VRDN, 3.30% due 1/01/2026 (g)                                                                2,100
<PAGE>
Georgia--8.9%
AAA       Aaa         7,450   Fulton County, Georgia, Water and Sewer Revenue Refunding Bonds, 6.375% due 1/01/2014 (f)    7,775
A+        A           7,500   Georgia Municipal Electric Authority, Power Revenue Refunding Bonds, Series V,
                              6.60% due 1/01/2018                                                                          7,838
                              Georgia Municipal Electric Authority, Special Obligation Revenue Bonds:
A+        A           2,000     (First Crossover Series--General Resolution), 6.50% due 1/01/2020                          2,068
A+        A           7,750     (Fifth Crossover Series--Project One), 6.50% due 1/01/2017                                 8,076
A+        A           5,000     (Fourth Crossover Series--Project One), 6.50% due 1/01/2020                                5,170
A+        A           4,850     (Third Crossover Series), 6.60% due 1/01/2018                                              5,069
                              Georgia State, GO:
AA+       Aaa        10,000     Series D, UT, 6.80% due 8/01/2011                                                         11,022
AA+       Aaa         8,900     Series F, 6.50% due 12/01/2006                                                             9,743
AA+       Aaa        10,000     Series F, 6.50% due 12/01/2007                                                            10,911
AA-       A3          4,785   Monroe County, Georgia, Development Authority, PCR, Refunding (Oglethorpe Power),
                              Series A, 6.80% due 1/01/2011                                                                5,031
BBB+      NR          4,250   Tri City Hospital Authority, Georgia, Hospital Revenue Bonds (South Fulton Medical
                              Center--Certificates), 6.375% due 7/01/2016                                                  3,910

Hawaii--0.4%
AAA       NR          3,500   Hawaii State Department of Budget and Finance, Special Purpose Mortgage Revenue Bonds
                              (Citizens Utility Company), Linked RIB and SAVRS, AMT, Series 91A,
                              6.66% due 11/01/2021 (g) (j)                                                                 3,562

Illinois--4.9%
                              Cook County, Illinois, COP, UT (Community College--District No. 508) (f):
AAA       Aaa         5,000     8.40% due 1/01/2001                                                                        5,836
AAA       Aaa         2,500     8.75% due 1/01/2004                                                                        3,076
BBB       Baa2        7,000   Illinois Development Finance Authority, PCR, Refunding (Commonwealth Edison Company
                              Project), 7.25% due 6/01/2011                                                                7,246
                              Illinois Educational Facilities Authority Revenue Bonds:
BBB+      NR          2,500     (Chicago Osteopathic Health System), 7.25% due 5/15/2022                                   2,540
A+        A1          1,930     Refunding (Loyola University), 6.50% due 7/01/2015                                         1,937
NR        Baa1        7,375   Illinois Health Facilities Authority Revenue Bonds (Ravenswood Hospital Medical Center),
                              6.90% due 6/01/2022                                                                          7,347
A-        NR          2,500   Illinois Health Facilities Authority, Revenue Refunding and Improvement Bonds (Swedish
                              Covenant), Series A, 6.375% due 8/01/2023                                                    2,381
A+        A1          3,000   Illinois Health Facilities Authority, Revenue Refunding Bonds (OSF Healthcare Systems),
                              6% due 11/15/2023                                                                            2,759
AAA       Aa          5,750   Illinois State Sales Tax Revenue Bonds, Series P, 6.50% due 6/15/2022                        6,000
BBB       NR          2,500   Lansing, Illinois, Tax Increment Revenue Refunding Bonds (Sales Tax--Landings
                              Redevelopment), 7% due 12/01/2008                                                            2,594

Indiana--0.7%
                              Indianapolis, Indiana, Local Public Improvement Bond Bank, Revenue Refunding Bonds,
                              Series D:
A+        NR          2,100     6.75% due 2/01/2014                                                                        2,259
A+        NR          4,000     6.75% due 2/01/2020                                                                        4,037

Iowa--0.7%
NR        Aaa         4,505   Iowa Finance Authority, S/F Mortgage Revenue Bonds, AMT, Series A, 7.90%
                              due 11/01/2022 (d)                                                                           4,681
<PAGE>
A-1+      NR          1,000   Iowa Finance Authority, Solid Waste Disposal Revenue Bonds (Cedar River Paper Company
                              Project), Series A, VRDN, 3.50% due 7/01/2023 (g)                                            1,000

Kentucky--0.6%
AAA       Aaa         3,685   University of Kentucky, University Revenue Refunding Bonds, Consolidated Educational
                              Building, Second Series, 4.60% due 5/01/2011 (c)                                             3,057
AAA       Aaa         2,935   University of Kentucky, University Revenue Refunding Bonds, Educational Community
                              Colleges, Second Series, 4.60% due 5/01/2010 (h)                                             2,463

Louisiana--0.7%
A-1+      NR          2,600   Calcasieu Parish Incorporated, Louisiana, Industrial Development Board, Revenue
                              Refunding Bonds (Olin Corporation Project), VRDN, Series B, 3.20% due 2/01/2016 (g)          2,600
NR        Baa3        3,000   Lake Charles, Louisiana, Harbor and Terminal District, Port Facilities Revenue
                              Refunding Bonds (Trunkline Long Company Project), 7.75% due 8/15/2022                        3,234
</TABLE>

<TABLE>
SCHEDULE OF INVESTMENTS (continued)                                                                                (in Thousands)
<CAPTION>
S&P       Moody's    Face                                                                                                 Value
Ratings   Ratings   Amount    Issue                                                                                     (Note 1a)
<C>       <C>       <C>       <S>                                                                                       <C>
STATE

Massachusetts--9.9%
AAA       Aaa       $ 2,035   Boston, Massachusetts, Water and Sewer Commission Revenue Bonds, Series A,
                              9.25% due 1/01/2011 (k)                                                                   $  2,717
                              Massachusetts Bay Transportation Authority Revenue Bonds (Massachusetts General
                              Transportation Systems), Series A:
A+        A           3,010     7% due 3/01/2019                                                                           3,352
A+        A          16,000     7% due 3/01/2021                                                                          17,926
A+        A           5,690   Massachusetts State, GO (Consolidated Loans), UT, Series B, 9.25% due 7/01/2000              6,871
AAA       Aaa         7,300   Massachusetts State Health and Educational Facilities Authority Revenue Bonds
                              (Saint Elizabeth's Hospital), Linked ARCS and LEVRRS, 6.70% due 8/15/2021 (g) (i) (j)        7,557
BBB       Baa1        2,300   Massachusetts State Health and Educational Facilities Authority Revenue Bonds (Sisters
                              Providence Health System), Series A, 6.625% due 11/15/2022                                   2,175
AA-       NR            875   Massachusetts State Port Authority Revenue Bonds, Series A, 9.25% due 7/01/2005                926
A         A          39,630   Massachusetts State Water Resource Authority Revenue Bonds, Series A,
                              6.50% due 7/15/2019                                                                         41,642
NR        NR          1,500   Merrimack Valley, Massachusetts, Regional Transportation Authority, BAN,
                              2.75% due 10/28/1994                                                                         1,498
<PAGE>
Michigan--4.5%
AAA       Aaa         1,930   Detroit, Michigan, Water Supply System, Revenue Refunding Bonds, 4.75% due 7/01/2019 (f)     1,549
BBB       Baa1        4,950   Dickinson County, Michigan, Economic Development Corporation, PCR, Refunding (Champion
                              International Corporation Project), 5.85% due 10/01/2018                                     4,380
BBB       NR          4,385   Lapeer, Michigan, Economic Development Corporation, Limited Obligation Revenue Bonds
                              (Lapeer Health Services Project), 8.50% due 2/01/2000 (a)                                    5,163
AA-       A           1,000   Michigan State Building Authority, Revenue Refunding Bonds, Series I, 6.75% due 10/01/2011   1,048
                              Michigan State Hospital Finance Authority, Revenue Refunding Bonds, Series A:
A-        A           2,000     (Detroit Medical Center), 6.25% due 8/15/2013                                              1,937
A-        A           7,430     (Detroit Medical Center), 6.50% due 8/15/2018                                              7,341
NR        A1          2,800     (McLaren Obligation Group), 5.375% due 10/15/2013                                          2,430
                              Michigan State Housing Development Authority, S/F Mortgage Revenue Bonds, Series A:
AA+       NR          2,000     6.45% due 12/01/2014                                                                       2,001
AA+       NR          1,000     6.50% due 12/01/2017                                                                       1,002
AAA       Aaa         1,565   Michigan State Municipal Bond Authority Revenue Bonds (Local Government Loan Program),
                              Series A, 6.125% due 12/01/2018 (f)                                                          1,558
NR        P1          1,700   Michigan State Strategic Fund, Limited Obligation Revenue Bonds (Dow Chemical Company
                              Project), VRDN, AMT, 3.50% due 12/01/2014 (g)                                                1,700
                              Michigan State Trunk Line, Series A:
AA-       A1          2,000     5.60% due 11/15/2010                                                                       1,908
AAA       Aaa         1,500     5.75% due 11/15/2020 (f)                                                                   1,415
AA-       Aa          2,500   Royal Oak, Michigan, Hospital Finance Authority, Hospital Revenue Refunding Bonds
                              (Beaumont Properties, Inc.), Series E, 6.625% due 1/01/2019                                  2,548
Aa        Aa1         3,000   University of Michigan, University Revenue Refunding Bonds, Series A,
                              5.75% due 12/01/2012                                                                         2,850

Minnesota--0.7%
BBB       Baa1        5,700   Sartell, Minnesota, PCR, Refunding (Champion International Corporation),
                              6.95% due 10/01/2012                                                                         5,828

Mississippi--0.3%
AAA       Aaa         2,500   De Soto County, Mississippi, School District Revenue Bonds, UT, 4.75% due 2/01/2013 (c)      2,108

Missouri--0.3%
AAA       Aaa         2,090   Phelps County, Missouri, Hospital Revenue Bonds (Phelps County Regional Medical Center),
                              8.30% due 3/01/2000 (a)                                                                      2,449

Nebraska--0.3%
AAA       Aaa         2,830   Nebraska Investment Finance Authority, S/F Mortgage Revenue Bonds, AMT, Series 1,
                              8.125% due 8/15/2038 (c) (d)                                                                 2,960

New Jersey--1.0%
                              New Jersey State Turnpike Authority, Revenue Refunding Bonds, Series C:
A         A           3,250     6.50% due 1/01/2009                                                                        3,463
A         A           5,000     6.50% due 1/01/2016                                                                        5,249

New Mexico--0.1%
NR        Aa            675   New Mexico System Revenue Bonds (Military Institution at Rosewell), 6% due 6/01/2013           674
<PAGE>
New York--8.8%
NR        MIG1++      4,000   Erie County, New York, RAN, UT, 4.75% due 8/15/1995                                          4,026
                              New York City, New York, GO, UT:
A-        Baa1        2,000     Series A, 7.75% due 3/15/2004                                                              2,217
SP-1+     MIG1++      6,000     Series A, TAN, 4.25% due 2/15/1995                                                         6,014
A-        Baa1        5,000     Series D, 9.50% due 8/01/2001                                                              6,195
A-        Baa1        6,500     Series F, 8.10% due 11/15/1999                                                             7,268
A-        Baa1        1,610     Series I, 7.50% due 8/15/2002                                                              1,750
A-        Baa1        5,450     Series I, 7.50% due 8/15/2005                                                              5,945
A-1+      NR         13,000   New York State Energy Research and Development Authority, PCR (Niagara Power
                              Corporation Project), AMT, Series B, VRDN, 3.45% due 7/01/2027 (g)                          13,000
A-1+      NR          1,600   New York State Environmental Facilities Corporation, Resource Recovery Revenue
                              Bonds (Equity Huntington Project), AMT, VRDN, 3.25% due 11/01/2014 (g)                       1,600
                              New York State Local Government Assistance Corporation Revenue Bonds:
A         A           3,500     Series A, 6.875% due 4/01/2019                                                             3,681
A         A          13,000     Series C, 7% due 4/01/2010                                                                13,955
AA        Aa          9,400   New York State Medical Care Facilities Finance Agency, Hospital and Nursing Home
                              Mortgage Revenue Bonds (Long Island College Hospital), Series B, 8.10% due 2/15/2022 (b)    10,293

North Carolina--0.2%
NR        Aa2           600   Halifax County, North Carolina, Industrial Facilities and Pollution Control Financing
                              Authority Revenue Bonds (Exempt Facilities--Westmoreland), VRDN, AMT,
                              3.45% due 12/01/2019 (g)                                                                       600
NR        VMIG1         700   North Carolina Medical Care Community, Hospital Revenue Bonds (Pooled Financing
                              Project), Series B, ACES, 3.35% due 10/01/2013 (g)                                             700

North Dakota--0.1%
A+        Aa          1,100   North Dakota State HFA, S/F Mortgage Revenue Bonds, Series C, 8.75% due 1/01/2019            1,146

Ohio--3.6%
AAA       Aaa         1,740   Lakota, Ohio, Local School District Revenue Bonds, UT, 7% due 12/01/2008 (h)                 1,953
                              Ohio HFA, S/F Mortgage Revenue Bonds, AMT (d):
AAA       NR         11,580     Series A, 7.65% due 3/01/2029                                                             12,246
AAA       Aaa         4,250     Series B-4, RIB, 10.227% due 3/31/2031 (j)                                                 4,335
AAA       NR          6,550     Series C, 8.125% due 3/01/2020                                                             6,916
AAA       NR          4,935     Series C, 7.85% due 9/01/2021                                                              5,158

Oregon--0.1%
A-1       NR          1,000   Port St. Helen, Oregon, PCR (Portland General Electric Company Project), AMT,
                              Series A, VRDN, 3.45% due 8/01/2014 (g)                                                      1,000
</TABLE>

<TABLE>
SCHEDULE OF INVESTMENTS (concluded)                                                                                (in Thousands)
<CAPTION>
S&P       Moody's    Face                                                                                                 Value
Ratings   Ratings   Amount    Issue                                                                                     (Note 1a)
<C>       <C>       <C>       <S>                                                                                       <C>
STATE

Pennsylvania--3.9%
A+        Aa3       $ 5,000   Delaware County, Pennsylvania, IDA, Revenue Refunding Bonds (Resource Recovery Project),
                              Series A, 8.10% due 12/01/2013                                                            $  5,313
                              Pennsylvania HFA, S/F Mortgage Revenue Bonds, AMT:
AA        Aa         11,665     Series R, 8.125% due 10/01/2019                                                           12,361
AA        Aa          4,890     Series U, 7.80% due 10/01/2020                                                             5,128
AAA       Aaa        10,000   Pennsylvania State Higher Education Assistance Agency, Student Loan Revenue Bonds,
                              AMT, RIB, 10.342% due 9/03/2026 (h) (j)                                                     10,513
<PAGE>
Rhode Island--3.1%
A-        Baa1       15,000   Rhode Island Depositors Economic Protection Corporation, Special Obligation Revenue
                              Refunding Bonds, Series A, 6.375% due 8/01/2022                                             14,608
AAA       Aaa         6,000   Rhode Island Health and Education Building Corporation Revenue Bonds (Rhode Island
                              Hospital), Linked PARS and INFLOS, 6.85% due 8/15/2021 (f) (g) (j)                           6,214
AA+       A1          6,000   Rhode Island Housing and Mortgage Finance Corporation, INFLOS, Series B,
                              10.722% due 4/01/2024 (j)                                                                    6,113

South Carolina--0.3%
AAA       Aaa         2,045   Richland County, South Carolina, Hospital Facilities Revenue Refunding Bonds (South
                              Carolina Baptist Hospital), Series B, 10% due 8/01/2001 (h)                                  2,623

Texas--8.9%
                              Austin, Texas, Utility System Revenue Bonds (Prior Lien) (a):
AAA       Aaa        20,000     10% due 5/15/2000 (e)                                                                     24,874
AAA       Aaa         5,450     10.75% due 5/15/2000                                                                       6,976
AAA       Aaa         6,000     Series A, 9.50% due 5/15/2000                                                              7,332
BBB       Baa1        4,000   Gulf Coast, IDA, Revenue Refunding Bonds (Champion International Corporation),
                              7.125% due 4/01/2010                                                                         4,152
AA+       Aa          2,400   Harris County, Texas, Certificates of Obligation, Tax and Revenue Bonds,
                              10% due 10/01/2002                                                                           3,147
                              Harris County, Texas, Health Facilities Development Corporation, Hospital Revenue Bonds
                              (Memorial Hospital Systems Project), Series A:
A-        A           3,500     6.60% due 6/01/2014                                                                        3,505
A-        A           2,500     6.625% due 6/01/2024                                                                       2,453
SP-1+     MIG1++     10,000   Houston, Texas, GO, TRAN, 4.50% due 6/29/1995                                               10,036
A-1+      NR          1,800   Houston, Texas, Health Facilities Development Corporation, Hospital Revenue Bonds
                              (Methodist Hospital Project), VRDN, 3.75% due 12/01/2014 (g)                                 1,799
AA        Aa          5,750   North Central, Texas, Health Facilities Development Corporation Revenue Bonds (Baylor
                              University Medical Center), INFLOS, Series A, 10.333% due 5/15/2016 (j)                      6,088
NR        VMIG1         400   Port Arthur, Texas, Navigational District, PCR, Refunding (Texaco Inc., Project),
                              VRDN, 3.35% due 10/01/2024 (g)                                                                 400
                              Tarrant County, Texas, Water Control and Improvement, District #001, Water Revenue
                              Refunding Bonds (h):
AAA       Aaa         2,500     4.50% due 3/01/2011                                                                        2,051
AAA       Aaa         5,000     4.75% due 3/01/2013                                                                        4,170

Virginia--2.6%
AAA       Aaa         3,000   Fairfax County, Virginia, Sewer Revenue Refunding Bonds, 5.65% due 11/15/2015 (h)            2,823
                              Virginia State Housing Development Authority, Commonwealth Mortgage:
AA+       Aa          2,950     Series G--Subseries G-2, AMT, 6.65% due 1/01/2019                                          2,992
AA+       Aa          4,060     Series H, 6.60% due 7/01/2008                                                              4,148
AA+       Aa         10,000     Series H, 6.85% due 7/01/2014                                                             10,140
AA        Aa          2,250   Virginia State Transportation Board, Transportation Contract Revenue Refunding Bonds
                              (Route 28 Project), 6.50% due 4/01/2018                                                      2,314
<PAGE>
Washington--7.1%              King County, Washington, Revenue Refunding Bonds:
AA+       Aa1         3,420     Series B, 4.50% due 1/01/2013                                                              2,740
AA+       Aa1         3,580     Series B, 4.50% due 1/01/2014                                                              2,840
AA+       Aa1         1,720     Series C, UT, 4.50% due 6/01/2012                                                          1,390
AA+       Aa1         1,890     Series C, UT, 4.50% due 6/01/2014                                                          1,495
AA+       Aa1         1,055     Series C, UT, 4.50% due 6/01/2015                                                            829
AA-       A1          3,000   Seattle, Washington, Municipality Metropolitan Sewer Revenue Bonds, 6.25% due 1/01/2018      3,013
AAA       NR          9,890   Washington State Housing Finance Commission, S/F Mortgage Revenue Refunding Bonds,
                              Series A, 7.70% due 7/01/2016 (d)                                                           10,251
                              Washington State Public Power Supply System, Revenue Refunding Bonds (Nuclear
                              Project No. 1):
AA        Aa          3,000     Series A, 7% due 7/01/2008                                                                 3,306
AA        Aa          5,000     Series B, 7.25% due 7/01/2009                                                              5,602
AA        Aa         13,820     Series B, 7.125% due 7/01/2016                                                            15,301
AA        Aa          3,000   Washington State Public Power Supply System, Revenue Refunding Bonds (Nuclear Project
                              No. 2), Series B, 7% due 7/01/2012                                                           3,107
AA        Aa         12,570   Washington State, Series B, GO, UT, 5% due 5/01/2017                                        10,651

West Virginia--1.0%
BBB+      A3          8,760   Mason County, West Virginia, PCR, Refunding (Appalachian Power Company Project),
                              Series I, 6.85% due 6/01/2022                                                                8,839

Wisconsin--0.5%
NR        A           4,000   Wisconsin State Health and Educational Facilities Authority, Revenue Refunding Bonds
                              (Saint Claire Hospital Project), 7% due 2/15/2011                                            4,041

Puerto Rico--0.4%
A-1       VMIG1       3,900   Puerto Rico Commonwealth, Government Development Bank, Revenue Refunding Bonds, VRDN,
                              2.90% due 12/01/2015 (g)                                                                     3,900

Total Investments (Cost--$840,155)--97.8%                                                                                840,820
Other Assets Less Liabilities--2.2%                                                                                       18,860
                                                                                                                        --------
Net Assets--100.0%                                                                                                      $859,680
                                                                                                                        ========

(a) Prerefunded.
(b) FHA Insured.
(c) MBIA Insured.
(d) GNMA Collateralized.
(e) BIGI Insured.
(f) FGIC Insured.
(g) The interest rate is subject to change periodically based upon the prevailing market rate.
    The interest rate shown is the rate in effect at August 31, 1994.
(h) AMBAC Insured.
(i) FSA Insured.
(j) The interest rate is subject to change periodically and inversely to the prevailing market rate.
    The interest rate shown is the rate in effect at August 31, 1994.
(k) Escrowed to Maturity.
   *Represents the yield to maturity.
  ++Highest short-term rating by Moody's Investors Service, Inc.
    Ratings of issues shown have not been audited by Deloitte & Touche LLP.

See Notes to Financial Statements.
</TABLE>
<PAGE>

<TABLE>
STATEMENT OF ASSETS, LIABILITIES AND CAPITAL
<CAPTION>
                   As of August 31, 1994
<S>                <S>                                                                             <C>               <C>
Assets:            Investments, at value (identified cost--$840,155,292) (Note 1a)                                   $840,820,370
                   Receivables:
                     Securities sold                                                               $ 23,863,147
                     Interest                                                                        13,757,511        37,620,658
                                                                                                   ------------
                   Prepaid expenses and other assets                                                                       22,018
                                                                                                                     ------------
                   Total assets                                                                                       878,463,046
                                                                                                                     ------------

Liabilities:       Payables:
                     Securities purchased                                                            12,245,532
                     Dividends to Common Stock shareholders (Note 1f)                                   795,040
                     Investment adviser (Note 2)                                                        387,396        13,427,968
                                                                                                   ------------
                   Accrued expenses and other liabilities                                                               5,354,852
                                                                                                                     ------------
                   Total liabilities                                                                                   18,782,820
                                                                                                                     ------------

Net Assets:        Net assets                                                                                        $859,680,226
                                                                                                                     ============

Capital:           Preferred Stock, par value $.10 per share; 10,000,000 shares authorized
                   (2,750 shares of AMPS* issued and outstanding, at $100,000 per share
                   liquidation preference) (Note 4)                                                                  $275,000,000
                   Common Stock, par value $.10 per share; 150,000,000 shares authorized
                   (61,123,140 shares issued and outstanding) (Note 4)                             $  6,112,314
                   Paid-in capital in excess of par                                                 563,529,671
                   Undistributed investment income--net                                               6,654,455
                   Undistributed realized capital gains--net                                          7,718,708
                   Unrealized appreciation on investments--net                                          665,078
                                                                                                   ------------
                   Total--Equivalent to $9.57 net asset value per share of Common Stock
                   (market price--$8.50)                                                                              584,680,226
                                                                                                                     ------------
                   Total capital                                                                                     $859,680,226
                                                                                                                     ============

                  <FN>
                  *Auction Market Preferred Stock.

                   See Notes to Financial Statements.
</TABLE>
<PAGE>
<TABLE>
STATEMENT OF OPERATIONS
<CAPTION>
                   For the Year Ended August 31, 1994
<S>                <S>                                                                             <C>               <C>
Investment         Interest and amortization of premium and discount earned                                          $ 56,869,868
Income (Note 1d):


Expenses:          Investment advisory fees (Note 2)                                               $  4,432,672
                   Commission fees (Note 4)                                                             703,221
                   Transfer agent fees                                                                  198,172
                   Professional fees                                                                     84,156
                   Accounting services (Note 2)                                                          67,850
                   Printing and shareholder reports                                                      62,964
                   Custodian fees                                                                        61,411
                   Directors' fees and expenses                                                          33,890
                   Pricing fees                                                                          18,600
                   Listing fees                                                                          14,500
                   Other                                                                                 32,152
                                                                                                   ------------
                   Total expenses                                                                                       5,709,588
                                                                                                                     ------------
                   Investment income--net                                                                              51,160,280
                                                                                                                     ------------


Realized &         Realized gain on investments--net                                                                   18,031,016
Unrealized Gain    Change in unrealized appreciation on investments--net                                              (65,699,451)
(Loss) on                                                                                                            ------------
Investments--      Net Increase in Net Assets Resulting from Operations                                              $  3,491,845
Net (Notes 1d & 3):                                                                                                  ============


                   See Notes to Financial Statements.
</TABLE>
<PAGE>

<TABLE>
STATEMENTS OF CHANGES IN NET ASSETS
<CAPTION>
                                                                                                   For the Year Ended August 31,
                   Increase (Decrease) in Net Assets:                                                  1994              1993
<S>                <S>                                                                             <C>               <C>
Operations:        Investment income--net                                                          $ 51,160,280      $ 54,510,029
                   Realized gain on investments--net                                                 18,031,016        11,158,872
                   Change in unrealized appreciation on investments--net                            (65,699,451)       30,340,925
                                                                                                   ------------      ------------
                   Net increase in net assets resulting from operations                               3,491,845        96,009,826
                                                                                                   ------------      ------------


Dividends &        Investment income--net:
Distributions to     Preferred Stock                                                                 (6,969,913)       (6,992,500)
Shareholders         Common Stock                                                                   (42,880,970)      (46,467,995)
(Note 1f):         Realized gain on investments--net, to Common Stock shareholders                  (19,681,289)      (15,079,136)
                                                                                                   ------------      ------------
                   Net decrease in net assets resulting from dividends and distributions
                   to shareholders                                                                  (69,532,172)      (68,539,631)
                                                                                                   ------------      ------------


Common Stock       Net increase in net assets derived from shares issued to Common Stock
Transactions       shareholders in reinvestment of dividends                                          8,190,313        14,011,267
(Note 4):                                                                                          ------------      ------------


Net Assets:        Total increase (decrease) in net assets                                          (57,850,014)       41,481,462
                   Beginning of year                                                                917,530,240       876,048,778
                                                                                                   ------------      ------------
                   End of year*                                                                    $859,680,226      $917,530,240
                                                                                                   ------------      ------------
                  *Undistributed investment income--net                                            $  6,654,455      $  5,345,058
                                                                                                   ------------      ------------
                   See Notes to Financial Statements.
</TABLE>
<PAGE>
<TABLE>
FINANCIAL HIGHLIGHTS
<CAPTION>
                     The following per share data and ratios have been derived
                     from information provided in the financial statements.
                                                                                         For the Year Ended August 31,
                     Increase (Decrease) in Net Asset Value:                    1994      1993       1992        1991      1990
<S>                  <S>                                                     <C>        <C>        <C>        <C>        <C>
Per Share            Net asset value, beginning of year                      $  10.65   $  10.19   $   9.76   $   9.28   $   9.58
Operating                                                                    --------   --------   --------   --------   --------
Performance:         Investment income--net                                       .84        .92        .97        .96       1.02
                     Realized and unrealized gain (loss) on investments--net     (.78)       .69        .58        .49       (.26)
                                                                             --------   --------   --------   --------   --------
                     Total from investment operations                             .06       1.61       1.55       1.45        .76
                                                                             --------   --------   --------   --------   --------
                     Less dividends and distributions to Common Stock
                     shareholders:
                       Investment income--net                                    (.70)      (.78)      (.79)      (.73)      (.71)
                       Realized gain on investments--net                         (.32)      (.25)      (.16)        --       (.05)
                                                                             --------   --------   --------   --------   --------
                     Total dividends and distributions to Common Stock
                     shareholders                                               (1.02)     (1.03)      (.95)      (.73)      (.76)
                                                                             --------   --------   --------   --------   --------
                     Effect of Preferred Stock activity:
                       Dividends to Preferred Stock shareholders:
                       Investment income--net                                    (.12)      (.12)      (.17)      (.24)      (.30)
                                                                             --------   --------   --------   --------   --------
                     Net asset value, end of year                            $   9.57   $  10.65   $  10.19   $   9.76   $   9.28
                                                                             ========   ========   ========   ========   ========
                     Market price per share, end of year                     $   8.50   $  11.25   $  11.25   $  10.25   $  9.375
                                                                             ========   ========   ========   ========   ========


Total Investment     Based on market price per share                          (16.29%)    10.39%     20.39%     18.02%      0.26%
Return:*                                                                     ========   ========   ========   ========   ========
                     Based on net asset value per share                         (.44%)    15.38%     14.52%     13.53%      4.89%
                                                                             ========   ========   ========   ========   ========


Ratios               Expenses                                                    .64%       .65%       .65%       .66%       .67%
To Average                                                                   ========   ========   ========   ========   ========
Net Assets:**        Investment income--net                                     5.76%      6.17%      6.58%      6.84%      7.05%
                                                                             ========   ========   ========   ========   ========

Supplemental         Net assets, net of Preferred Stock, end of year
Data:                (in thousands)                                          $584,680   $642,530   $601,049   $593,867   $527,574
                                                                             ========   ========   ========   ========   ========
                     Preferred Stock outstanding at end of year
                     (in thousands)                                          $275,000   $275,000   $275,000   $275,000   $275,000
                                                                             ========   ========   ========   ========   ========
                     Portfolio turnover                                       100.92%     73.38%    112.10%    129.73%    112.81%
                                                                             ========   ========   ========   ========   ========
<PAGE>
Dividends Per        Series A--Investment income--net                        $  2,530   $  2,530   $  3,512   $  5,003   $  6,096
Share on Preferred   Series B--Investment income--net                           2,548      2,568      3,528      4,973      6,108
Stock Outstanding:   Series C--Investment income--net                           2,575      2,497      3,444      4,947      6,096
                     Series D--Investment income--net                           2,533      2,575      3,659      5,160      6,101
                     Series E--Investment income--net                           2,503      2,543      3,534      5,046      6,034

               <FN>
                    *Total investment returns based on market value, which can be significantly 
                     greater or lesser than the net asset value, result in substantially different 
                     returns. Total investment returns exclude the effects of sales loads.
                   **Do not reflect the effect of dividends to Preferred Stock shareholders.

                     See Notes to Financial Statements.
</TABLE>


NOTES TO FINANCIAL STATEMENTS

1. Significant Accounting Policies:
MuniVest Fund, Inc. (the "Fund") is registered under the
Investment Company Act of 1940 as a non-diversified, closed-end
management investment company. The following is a summary
of significant accounting policies followed by the Fund. The Fund
determines and makes available for publication the net asset
value of its Common Stock on a weekly basis. The Fund's Common Stock
is listed on the American Stock Exchange under the symbol MVF.

(a) Valuation of investments--Municipal bonds are traded
primarily in the over-the-counter markets and are valued at the
most recent bid price or yield equivalent as obtained by the
Fund's pricing service from dealers that make markets in such
securities. Financial futures contracts, which are traded on
exchanges, are valued at their closing prices as of the close of
such exchanges. Options, which are traded on exchanges, are
valued at their last sale price as of the close of such exchanges
or, lacking any sales, at the last available bid price.
Securities with remaining maturities of sixty days or less are
valued at amortized cost, which approximates market value.
Securities for which market quotations are not readily available
are valued at fair value as determined in good faith by or under
the direction of the Board of Directors of the Fund.
<PAGE>
(b) Financial futures contracts--The Fund may purchase or sell
interest rate futures contracts and options on such futures
contracts for the purpose of hedging the market risk on existing
or the intended purchase of securities. Futures contracts are
contracts for delayed delivery of securities at a specific future
date and at a specific price or yield. Upon entering into a
contract, the Fund deposits and maintains as collateral such initial
margin as required by the exchange on which the transaction is
effected. Pursuant to the contract, the Fund agrees to receive from
or pay to the broker an amount of cash equal to the daily
fluctuation in value of the contract. Such receipts or payments are
known as variation margin and are recorded by the Fund as unrealized
gains or losses. When the contract is closed, the Fund records a
realized gain or loss equal to the difference between the value of
the contract at the time it was opened and the value at the time it
was closed.

(c) Income taxes--It is the Fund's policy to comply with the
requirements of the Internal Revenue Code applicable to regulated
investment companies and to distribute substantially all of its
taxable income to its shareholders. Therefore, no Federal income
tax provision is required.

(d) Security transactions and investment income--Security
transactions are recorded on the dates the transactions are
entered into (the trade dates). Interest income is recognized on
the accrual basis. Discounts and market premiums are amortized
into interest income. Realized gains and losses on security
transactions are determined on the identified cost basis.

(e) Non-income producing investments--Written and purchased
options are non-income producing investments.

(f) Dividends and distributions--Dividends and distributions paid
by the Fund are recorded on the ex-dividend dates.

2. Investment Advisory Agreement and Transactions
with Affiliates:
The Fund has entered into an Investment Advisory Agreement with
Fund Asset Management, L.P. ("FAM"). Effective January 1, 1994,
the investment advisory business of FAM was reorganized from a
corporation to a limited partnership. Both prior to and after the
reorganization, ultimate control of FAM was vested with Merrill
Lynch & Co., Inc. ("ML & Co."). The general partner of FAM is
Princeton Services, Inc. ("PSI"), an indirect wholly-owned
subsidiary of ML & Co. The limited partners are ML & Co. and Fund
Asset Management, Inc. ("FAMI"), which is also an indirect
wholly-owned subsidiary of ML & Co.

FAM is responsible for the management of the Fund's portfolio and
provides the necessary personnel, facilities, equipment and
certain other services necessary to the operations of the Fund.
For such services, the Fund pays a monthly fee at an annual rate
of .50% of the Fund's average weekly net assets.
<PAGE>
Accounting services are provided to the Fund by FAM at cost.

Certain officers and/or directors of the Fund are officers and/or
directors of FAM, FAMI, PSI, Merrill Lynch, Pierce, Fenner &
Smith Inc. ("MLPF&S"), and/or ML & Co.

3. Investments:
Purchases and sales of investments, excluding short-term securi-
ties, for the year ended August 31, 1994 were $838,188,535 and
$873,326,627, respectively.

Net realized and unrealized gains (losses) as of August 31, 1994
were as follows:

                                  Realized     Unrealized
                               Gains (Losses) Gains (Losses)

Long-term investments           $ 7,630,641   $   704,950
Short-term investments               (2,153)      (39,872)
Financial futures contracts      10,402,528            --
                                -----------   -----------
Total                           $18,031,016   $   665,078
                                ===========   ===========

As of August 31, 1994, net unrealized appreciation for Federal
income tax purposes aggregated $585,101, of which $16,705,596
related to appreciated securities and $16,120,495 related to
depreciated securities. The aggregate cost of investments at
August 31, 1994 for Federal income tax purposes was $840,235,269.

4. Capital Stock Transactions:
Common Stock
At August 31, 1994, the Fund had one class of shares of Common
Stock, par value $.10 per share, of which 150,000,000 shares were
authorized. For the year ended August 31, 1994, shares issued and
outstanding increased by 779,075 to 61,123,140 as a result of
dividend reinvestment. At August 31, 1994, total paid-in capital
amounted to $569,641,985.

Preferred Stock
The AMPS of each series are shares of Preferred Stock of the
Fund that entitle their holders to receive cash dividends at an
annual rate that may vary for the successive dividend periods for
each series.

The number of AMPS shares authorized, issued and outstanding for
the year ended August 31, 1994 are as follows:

Series A    Series B    Series C    Series D    Series E
  AMPS        AMPS        AMPS        AMPS        AMPS

  500         500         500         500         750

Liquidation preference is $100,000 per share.
<PAGE>
The yields in effect at August 31, 1994 were as follows: Series
A, 2.865%; Series B, 3.09%; Series C, 3.20%; Series D, 2.94%; and
Series E, 3.10%.

The Fund pays a commission to certain broker-dealers at the end
of each auction at the annual rate of one-quarter of 1%
calculated on the proceeds of each auction. For the year ended
August 31, 1994, MLPF&S, an affiliate of MLIM, received $473,232
as commissions.

5. Subsequent Event:
On September 9, 1994, the Fund's Board of Directors declared an
ordinary income dividend to Common Stock shareholders in the
amount of $.057084 per share, payable on September 29, 1994 to
shareholders of record as of September 19, 1994.

<AUDIT-REPORT>
INDEPENDENT AUDITORS' REPORT

The Board of Directors and Shareholders,
MuniVest Fund, Inc.

We have audited the accompanying statement of assets, liabilities
and capital, including the schedule of investments, of MuniVest
Fund, Inc. as of August 31, 1994, the related statements of
operations for the year then ended and changes in net assets for
each of the years in the two-year period then ended, and the
financial highlights for each of the years in the five-year period
then ended. These financial statements and the financial highlights
are the responsibility of the Fund's management. Our responsibility
is to express an opinion on these financial statements and the
financial highlights based on our audits.

We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements and the financial highlights are free of
material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial
statements. Our procedures included confirmation of securities
owned at August 31, 1994 by correspondence with the custodian and
brokers. An audit also includes assessing the accounting
principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our
opinion.

In our opinion, such financial statements and financial
highlights present fairly, in all material respects, the
financial position of MuniVest Fund, Inc. as of August 31, 1994,
the results of its operations, the changes in its net assets, and
the financial highlights for the respective stated periods in
conformity with generally accepted accounting principles.


Deloitte & Touche LLP
Princeton, New Jersey
September 30, 1994
</AUDIT-REPORT>
<PAGE>
IMPORTANT TAX INFORMATION (unaudited)

All of the net investment income distributions paid monthly by
MuniVest Fund, Inc. during its taxable year ended August 31, 1994
qualify as tax-exempt interest dividends for Federal income tax
purposes. Additionally, the Fund distributed short-term capital
gains of $0.186370 per share and long-term capital gains of
$0.138618 per share to shareholders of record on December 20,
1993. 

Please retain this information for your records.

<TABLE>
PER SHARE INFORMATION (unaudited)
<CAPTION>
Per Share Selected Quarterly Financial Data*

                                              Net          Realized      Unrealized           Dividends/Distributions
                                           Investment       Gains          Gains         Net Investment Income    Capital
For the Quarter                              Income        (Losses)       (Losses)       Common      Preferred     Gains
<S>                                          <C>           <C>            <C>            <C>           <C>         <C>
September 1, 1992 to November 31, 1992       $.24            --           $(.11)         $.20          $.03          --
December 1, 1992 to February 28, 1993         .22          $.08             .56           .20           .03        $.25
March 1, 1993 to May 31, 1993                 .23           .02            (.25)          .19           .03          --
June 1, 1993 to August 31, 1993               .23           .09             .30           .19           .03          --
September 1, 1993 to November 30, 1993        .22           .17            (.30)          .19           .03          --
December 1, 1993 to February 28, 1994         .21           .05            (.12)          .17           .02         .32
March 1, 1994 to May 31, 1994                 .21           .13            (.69)          .17           .03          --
June 1, 1994 to August 31, 1994               .20          (.05)            .03           .17           .04          --
<PAGE>
<CAPTION>
                                                            Net Asset Value               Market Price**
For the Quarter                                           High           Low           High           Low         Volume***
<S>                                                      <C>           <C>           <C>            <C>           <C>
September 1, 1992 to November 31, 1992                   $10.33        $ 9.77        $11.75         $10.25        3,299
December 1, 1992 to February 28, 1993                     10.46          9.82         11.375         10.50        2,526
March 1, 1993 to May 31, 1993                             10.56         10.11         11.375         10.625       2,105
June 1, 1993 to August 31, 1993                           10.65         10.25         11.50          10.75        2,190
September 1, 1993 to November 30, 1993                    10.86         10.44         11.25          10.25        2,454
December 1, 1993 to February 28, 1994                     10.76         10.11         10.75           9.375       2,851
March 1, 1994 to May 31, 1994                             10.05          9.18          8.875          9.875       3,341
June 1, 1994 to August 31, 1994                            9.83          9.35          8.25           9.625       3,361

<FN>
  *Calculations are based upon shares of Common Stock outstanding at the end of each quarter.
 **As reported in the consolidated transaction reporting system.
***In thousands.
</TABLE>




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