MUNIVEST FUND INC
N-30D, 1995-04-13
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MUNIVEST
FUND, INC.




FUND LOGO




Semi-Annual Report

February 28, 1995


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 shareholders 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. Of course, increases in
short-term interest rates would reduce (and even eliminate) the
dividends on the Common Stock.

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 or eliminated completely. 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
90 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 six months ended February 28, 1995, the Common Stock of
MuniVest Fund, Inc. earned $0.322 per share income dividends, which
included earned and unpaid dividends of $0.053 per share. This
represents a net annualized yield of 6.97%, based on a month-end per
share net asset value of $9.31. Over the same period, the Fund's
total investment return was +3.31%, based on a change in per share
net asset value from $9.57 to $9.31, and assuming reinvestment of
$0.326 per share income dividends and $0.164 capital gains
distributions.
<PAGE>
For the six months ended February 28, 1995, the Fund's Preferred
Stock had an average dividend yield as follows: Series A, 3.759%;
Series B, 3.276%; Series C, 3.404%; Series D, 3.945%; and Series E,
3.689%.

The Environment
The combination of heightened inflationary concerns, anticipation of
further tightening of monetary policy by the Federal Reserve Board,
the turmoil of the Mexican currency crisis and a weakening US dollar
all exerted negative influences on the US financial markets during
the six-month period ended February 28, 1995. On the positive side,
late in the period there were increasing signs that the US economy
may be losing momentum, suggesting that most of the interest rate
increases for this economic cycle may be behind us. As a result of
these economic cross-currents, the US financial markets continued to
be volatile during the period.

The manufacturing sector proved to be the driving force behind the
US economy as 1994 drew to a close, making an important contribution
to the substantial increase in corporate earnings. US companies have
been successful at containing labor costs, which are an important
component of the inflation outlook. Growth in the economy has not
been translated into higher wages and benefits for US workers.
Consumer spending is growing at a slower pace than in previous
economic recoveries, and was unchanged for the month of January.
Another encouraging sign was the January increase in the personal
savings rate to the highest level in two years. However, this is
following an all-time annual low for the savings rate in 1994.

In the weeks ahead, investors will continue to assess economic data
and inflationary trends in order to gauge whether inflationary pres-
sures have been tempered and the economy is headed for moderate
growth (a "soft landing"), or if the lagged effect of interest rate
rises will result in a curtailment of economic growth. Investors
will also focus on the progress that the new Congress makes on both
reducing spending and the Federal budget deficit and passing tax
cuts that promote savings and investment. At this time, the recent
defeat of the balanced budget amendment in the Senate does not bode
well for the passage of sweeping fiscal reforms.

The Municipal Market
Long-term municipal bond yields generally declined during the six-
month period ended February 28, 1995. As measured by the Bond Buyer
Revenue Bond Index, tax-exempt bond yields fell 12 basis points
(0.12%). While yields fell overall during the period, the tax-exempt
bond market continued to be very volatile. Municipal bonds continued
their upward climb throughout September and October before reaching
a three-year high of 7.37% in mid-November. Yields then began a
steady and significant decline for the remainder of the reporting
period. Tax-exempt bond yields declined approximately 100 basis
points to 6.34% at the end of February. US Treasury bonds exhibited
a similar pattern with the 30-year Treasury bond yield rising almost
70 basis points from the end of August 1994 to a high of 8.15% in
mid-November 1994. Taxable Treasury bond yields then declined 70
basis points to end the February quarter essentially unchanged at
7.45%.
<PAGE>
The recent peak in interest rates last November and their subsequent
decline coincided with an apparent change in investor psychology.
The series of interest rate increases engineered by the Federal
Reserve Board during 1994 ended with an aggressive monetary policy
tightening in mid-November. This move temporarily restored investor
confidence in the Federal Reserve Board's resolve and ability to
foster an environment of moderate economic growth and minimal
inflationary pressures. Investors then turned their attention to
potentially weaker economic growth in 1995, and interest rates began
to decline. As indications of a slowing in economic growth were
released in early 1995, particularly in housing and employment, the
bond market rally intensified. The dramatic increase in bond yields
in 1994 was caused by an overreaction to excessive inflationary
fears combined with continued expected strong economic growth
throughout 1995. As these fears have yet to be realized, investors
now view the yields available in late 1994 as attractive and bond
prices rose accordingly.

The strong technical position of the municipal market intensified
the recent market rally. New-issue supply during the six months
ended February 28, 1995 totaled approximately $60 billion, a
decrease of over 50% versus the comparable period a year earlier. In
recent months the pace of new issuance slowed further. During the
February quarter, less than $25 billion in long-term securities were
issued, a decline of almost 60% from last year. Both January and
February monthly issuance was less than $8 billion, which represents
the lowest monthly issuance since January 1988. Issuance thus far in
1995 led some analysts to lower their 1995 annual issuance
projections from the $150 to $120 billion range. This represents a
20% reduction in an already recent historically low issuance
environment.

At the same time, investor demand slowly returned to the municipal
market. Both January and February saw net cash inflows into tax-
exempt mutual bond funds, a noticeable reversal from that which was
experienced for much of late 1994. Much of the increase in municipal
bond yields in 1994 was because of investor liquidation of municipal
mutual funds in anticipation of additional price declines associated
with expected increases in interest rates. As both bond yields and
new bond issuance declined in recent months, both retail and
institutional investors were hard pressed to repurchase securities
sold in late 1994. The relative scarcity of tax-exempt bond products
is expected to continue throughout 1995, and this expected scarcity
intensified the recent rise in municipal bond prices.

Despite this recent rise in tax-exempt bond prices, municipal bonds
remained attractive compared to other investment alternatives,
especially on an after-tax basis. For example, to investors in the
maximum Federal income tax bracket, long-term municipal bonds
currently yielding 6.35% represent an after-tax equivalent yield of
over 10.375%. Looking forward, while it's likely that interest rate
volatility will remain a factor in 1995, the magnitude of the
increase in bond yields is unlikely to be repeated. Since the tax-
exempt product supply should remain very limited throughout 1995,
presently available bond yields should prove to be attractive to
long-term investors.
<PAGE>
Portfolio Strategy
During the six-month period ended February 28, 1995, we adopted a
more constructive posture toward the municipal bond market. From
September to late October, we maintained a very defensive attitude
regarding the tax-exempt bond market. The Fund's cash reserves of
nearly 10% of net assets were held to help limit further capital
depreciation. We sold interest rate-sensitive issues when possible
and replaced them with less volatile securities bearing appreciably
large coupons. In late October and early November, we lowered the
Fund's cash reserve position to below 5%. At that time we believed
that much, if not all, of the increase in bond yields experienced in
1994 was over and only minimal interest rate volatility should be
expected. We believe the restructuring of the Fund, which we started
in March 1994, is adequate to preserve the Fund's net asset value
under the above-described environment.

Adopting a more constructive posture allowed us to add a number of
attractively priced, investment-grade issues yielding in excess of
7% to the Fund's portfolio. We were able to participate fully in the
dramatic rally in the tax-exempt bond market since mid-November, and
the Fund's net asset value rose accordingly. Looking forward, we
expect to maintain minimal cash reserves to seek to enhance the
Fund's coupon dividend. We will continue to emphasize maintaining
the Fund's high-credit quality structure (over 50% of the Fund's
portfolio is rated Aa or higher by at least one of the major rating
services), and improving the Fund's ability to maintain its current
dividend by purchasing noncallable issues whenever they are
attractively priced.

Short-term tax-exempt interest rates traded in the 3%--4.50% range
for most of the last six months. Traditional year-end financing
pressures briefly caused short-term interest rates to rise into the
4%--4.50% range. Cash equivalents quickly rallied once these
temporary pressures abated and yielded below 4% by mid-January.
Despite year-end pressures, the municipal yield curve remained
steeply positive. This generated a beneficial impact on the yield
paid to the Common Stock shareholder. However, should the spread
between short-term and long-term interest rates narrow, the benefits
of the leverage effect will diminish and the yield on the Fund's
Common Stock will be reduced. (For a complete explanation of the
benefits and risks of leveraging, see page 1 of this report to
shareholders.)

In Conclusion
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
<PAGE>


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


March 29, 1995



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)
COP      Certificates of Participation
CP       Commercial Paper
GO       General Obligation Bonds
HFA      Housing Finance Authority
IDA      Industrial Development Authority
IDR      Industrial Development Revenue Bonds
INFLOS   Inverse Floating Rate Municipal Bonds
M/F      Multi-Family
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
TRAN     Tax Revenue Anticipation Notes
UT       Unlimited Tax
VRDN     Variable Rate Demand Notes


<PAGE>
<TABLE>
SCHEDULE OF INVESTMENTS                                                                                     (in Thousands)
<CAPTION>
                 S&P     Moody's    Face                                                                          Value
STATE          Ratings   Ratings   Amount   Issue                                                               (Note 1a)
<S>             <S>       <S>     <C>       <S>                                                                 <C>
Alabama--2.9%   AAA       NR*     $ 9,795   Alabama HFA, S/F Mortgage Revenue Bonds, Series A, 7.60% due
                                            10/01/2022 (d)                                                      $ 10,420
                BBB       Baa1      8,750   Courtland, Alabama, Industrial Development Board, Revenue
                                            Refunding Bonds (Champion International Corporation), Series
                                            A, 7.20% due 12/01/2013                                                9,074
                BBB       Baa1      5,000   Courtland, Alabama, Industrial Development Board, Solid
                                            Waste Disposal Revenue Bonds (Champion International
                                            Corporation Project), AMT, 7% due 6/01/2022                            5,026


Alaska--3.5%                                North Slope Boro, Alaska, Revenue Bonds, UT, Series B (c):
                AAA       Aaa       6,000    5.10%** due 1/01/2002                                                 4,085
                AAA       Aaa       6,000    5.20%** due 1/01/2003                                                 3,847
                AA-       A1       20,750   Valdez, Alaska, Marine Terminal Revenue Refunding Bonds
                                            (Sohio Pipeline), 7.125% due 12/01/2025                               21,704


California      AA        Aa        3,890   Los Angeles, California, Department of Water and Power,
- --1.1%                                      Electric Plant Crossover Revenue Refunding Bonds, 4.75%
                                            due 8/15/2014                                                          3,196
                A1        NR*         200   Moorpark, California, M/F Mortgage Revenue Refunding Bonds  
                                            (Le Club Apartments Project), VRDN, Series A, 3.90% due
                                            11/01/2015 (g)                                                           200
                                            University of California, COP (UCLA Central Chiller/
                                            Cogeneration):
                NR*       Aa        1,245    10.75% due 11/01/1998                                                 1,465
                NR*       Aa        3,315    10.75% due 11/01/1999                                                 4,022


Colorado--3.2%  BBB+      NR*       3,250   Boulder County, Colorado, Hospital Revenue Bonds (Longmont
                                            United Hospital Project), 8.20% due 12/01/2000 (a)                     3,764
                                            Denver, Colorado, City and County Airport Revenue Bonds:
                BB        Baa      11,150    AMT, Series C, 6.75% due 11/15/2013                                  10,720
                BB        Baa       1,905    AMT, Series C, 6.75% due 11/15/2022                                   1,800
                BB        Baa       7,340    Series A, 7.25% due 11/15/2025                                        7,477
                AAA       NR*       1,150   El Paso County, Colorado, S/F Mortgage Revenue Bonds, AMT,
                                            Series A, 8% due 9/01/2022 (d)                                         1,214
                NR*       A         1,335   Larimer County, Colorado, COP (Poudre School District 
                                            No. R-1), 10% due 12/01/2000                                           1,643
                AAA       MIG1++      600   Northglenn, Colorado, IDR, Refunding (Castle Gardens), VRDN,
                                            4% due 1/01/2009 (g)                                                     600

<PAGE>
Delaware--0.5%  AAA       Aaa       3,630   Delaware Transporation Authority, Transportation System,
                                            Senior Revenue Bonds, 7% due 7/01/2014 (f)                             3,958


Florida--1.3%   NR*       Aaa      10,610   Florida HFA, Home Ownership Revenue Bonds, AMT, Series G1,
                                            7.90% due 3/01/2022 (d)                                               11,192


Georgia--7.2%   A+        A         7,500   Georgia Municipal Electric Authority, Power Revenue Refunding
                                            Bonds, Series V, 6.60% due 1/01/2018                                   8,025
                                            Georgia Municipal Electric Authority, Special Obligation
                                            Revenue Bonds:
                A+        A        12,940    (Fifth Crossover Series--Project One), 6.50% due 1/01/2017           13,672
                A+        A         4,850    (Third Crossover Series), 6.60% due 1/01/2018                         5,190
                                            Georgia State, GO:
                AA+       Aaa      10,000    Series D, UT, 6.80% due 8/01/2011                                    11,197
                AA+       Aaa       8,900    Series F, 6.50% due 12/01/2006                                        9,759
                AA+       Aaa       7,000    Series F, 6.50% due 12/01/2007                                        7,662
                A+        A3        4,785   Monroe County, Georgia, Development Authority, PCR, Refunding
                                            (Oglethorpe Power), Series A, 6.80% due 1/01/2011                      5,117


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                       3,527


Idaho--0.6%     NR*       Aaa       5,000   Idaho Housing Agency, S/F Mortgage Revenue Bonds, AMT, Series
                                            E-2, 6.90% due 1/01/2027                                               5,070
</TABLE>



<TABLE>
SCHEDULE OF INVESTMENTS (continued)                                                                        (in Thousands)
<CAPTION>
                 S&P     Moody's    Face                                                                          Value
STATE          Ratings   Ratings   Amount   Issue                                                               (Note 1a)
<S>             <S>       <S>     <C>       <S>                                                                 <C>
Illinois--10.9%                             Chicago, Illinois, Metropolitan Water Reclamation District,
                                            Greater Chicago Capital Improvement Bonds:
                AA        Aa      $ 2,500    5.50% due 12/01/2010                                               $  2,404
                AA        Aa       10,500    5.50% due 12/01/2012                                                  9,930
                AAA       Aaa       2,500   Cook County, Illinois, COP, UT (Community College--District
                                            No. 508), 8.75% due 1/01/2004 (f)                                      3,067
                BBB       Baa2      7,000   Illinois Development Finance Authority, PCR, Refunding (Common-
                                            wealth Edison Company Project), 7.25% due 6/01/2011                    7,218
                                            Illinois Educational Facilities Authority Revenue Bonds:
                BBB+      NR*       2,500    (Chicago Osteopathic Health System), 7.25% due 5/15/2022              2,508
<PAGE>          A+        A1        2,000    Refunding (Loyola University), Series A, 7.125% due 7/01/2021         2,102
                NR*       Baa1      7,375   Illinois Health Facilities Authority Revenue Bonds (Ravenswood
                                            Hospital Medical Center), 6.90% due 6/01/2022                          7,052
                A-        NR*       2,500   Illinois Health Facilities Authority, Revenue Refunding and
                                            Improvement Bonds (Swedish Covenant), Series A, 6.375% due
                                            8/01/2023                                                              2,331
                                            Illinois Health Facilities Authority Revenue Refunding Bonds:
                AA        Aa       15,000    (Northwestern Memorial Hospital), Series A, 6% due 8/15/2024         14,114
                A+        A1        3,000    (OSF Healthcare Systems), 6% due 11/15/2023                           2,705
                                            Illinois Housing Development Authority Revenue Bonds (M/F
                                            Housing Program):
                A+        A1        2,000    Refunding, Series A, 7.375% due 7/01/2017                             2,150
                A+        A1        7,000    Series 5, 6.75% due 9/01/2023                                         7,146
                                            Illinois State Sales Tax Revenue Bonds:
                AAA       A1        3,835    Refunding, Series Q, 5.75% due 6/15/2014                              3,673
                AAA       A1        7,650    Series P, 6.50% due 6/15/2022                                         8,106
                AAA       A1        4,000    Series R, 5.50% due 6/15/2015                                         3,692
                BBB       NR*       2,500   Lansing, Illinois, Tax Increment Revenue Refunding Bonds
                                            (Sales Tax--Landings Redevelopment), 7% due 12/01/2008                 2,620
                                            Regional Transportation Authority, Illinois, GO:
                AAA       Aaa       3,500    Series A, 7.20% due 11/01/2020 (h)                                    4,031
                AAA       Aaa       4,000    Series C, UT, 7.75% due 6/01/2020 (f)                                 4,886
                AAA       Aaa       2,500    Series C, UT, 7.10% due 6/01/2025 (f)                                 2,695


Indiana--6.5%   A         NR*       5,250   Indiana Bond Bank Revenue Bonds (State Revolving Fund
                                            Program), Series A, 6.75% due 2/01/2017                                5,375
                NR*       Aa1       6,855   Indiana State HFA, S/F Mortgage Revenue Refunding Bonds,
                                            Series A, 6.80% due 1/01/2017                                          6,982
                A         A         5,000   Indiana Transportation Finance Authority, Airport Facilities
                                            Lease Revenue Bonds (United Air), Series A, 6.75% due 11/01/2011       5,157
                A+        A1        7,195   Indiana Transportation Finance Authority, Highway Revenue
                                            Bonds, Series A, 6.80% due 12/01/2016                                  7,851
                                            Indianapolis, Indiana, Local Public Improvement Bond Bank,
                                            Revenue Refunding Bonds, Series D:
                A+        NR*      15,335    6.75% due 2/01/2014                                                  16,284
                A+        NR*      13,350    6.75% due 2/01/2020                                                  13,639


Iowa--0.5%      NR*       Aaa       4,300   Iowa Finance Authority, S/F Mortgage Revenue Bonds, AMT,
                                            Series A, 7.90% due 11/01/2022 (d)                                     4,558


Kentucky--0.7%  A1+       VMIG1++     400   Daviess County, Kentucky, Solid Waste Disposal Facility
                                            Revenue Bonds (Scott Paper Company Project), VRDN,
                                            AMT, Series A, 4.20% due 12/01/2023 (g)                                  400
                AAA       Aaa       3,685   University of Kentucky, University Revenue Refunding Bonds,
                                            Consolidated Educational Building, Second Series,
                                            4.60% due 5/01/2011 (c)                                                3,172
                AAA       Aaa       2,935   University of Kentucky, University Revenue Refunding
                                            Bonds, Educational Community Colleges, Second Series,
                                            4.60% due 5/01/2010 (h)                                                2,550

<PAGE>
Louisiana--0.4% 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                             3,199


Massachusetts   AAA       Aaa       2,035   Boston, Massachusetts, Water and Sewer Commission Revenue
- --10.3%                                     Bonds, Series A, 9.25% due 1/01/2011 (k)                               2,720
                                            Massachusetts Bay Transportation Authority Revenue Bonds
                                            (Massachusetts General Transportation Systems), Series A:
                A+        A1       16,000    7% due 3/01/2021                                                     18,255
                A+        A1        3,010    Refunding, 7% due 3/01/2019                                           3,420
                AAA       Aaa       7,300   Massachusetts State Health and Educational Facilities
                                            Authority Revenue Bonds, 6.70% due 8/15/2021 (i)                       7,585
                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                               2,137
                                            Massachusetts State, HFA (Residential Development) (l):
                AAA       Aaa       3,375    Series A, 6.90% due 11/15/2024                                        3,505
                AAA       Aaa       2,360    Series D, Section 8, 6.875% due 11/15/2021                            2,447
                                            Massachusetts State Water Resource Authority Revenue Bonds:
                A         A         5,000    Refunding, Series B, 5.50% due 11/01/2015                             4,650
                A         A        39,630    Series A, 6.50% due 7/15/2019                                        41,780


Michigan--5.5%  BBB       Baa1      4,950   Dickinson County, Michigan, Economic Development Corporation,
                                            PCR, Refunding (Champion International Corporation Project),
                                            5.85% due 10/01/2018                                                   4,449
                AAA       Aaa       3,450   Greenville, Michigan, Public Schools Revenue Bonds, UT, 5.75%
                                            due 5/01/2019 (c)                                                      3,319
                BBB       NR*       4,385   Lapeer, Michigan, Economic Development Corporation, Limited
                                            Obligation Revenue Bonds (Lapeer Health Services Project),
                                            8.50% due 2/01/2000 (a)                                                5,085
                AAA       Aaa       4,500   Michigan State Building Authority, Revenue Refunding Bonds,
                                            Series I, 5.20% due 10/01/2010 (h)                                     4,173
                                            Michigan State Hospital Finance Authority, Revenue Refunding
                                            Bonds, Series A:
                A-        A         2,000    (Detroit Medical Center), 6.25% due 8/15/2013                         1,944
                A-        A         7,430    (Detroit Medical Center), 6.50% due 8/15/2018                         7,272
                NR*       A1        2,800    (McLaren Obligation Group), 5.375% due 10/15/2013                     2,406
                AAA       Aaa       4,630   Michigan State Housing Development Authority, Rental Housing
                                            Revenue Refunding Bonds, Series A, 5.90% due 4/01/2023 (h)             4,405
                AA+       NR*       6,000   Michigan State Housing Development Authority, S/F Mortgage
                                            Revenue Refunding Bonds, AMT, Series D, 6.85% due 6/01/2026            6,125
                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                                                2,519
                AAA       Aaa       5,000   Wayne State University, Michigan, General Revenue Refunding
                                            Bonds, 5.65% due 11/15/2015 (h)                                        4,805

<PAGE>
Minnesota--3.5%                             Minnesota State, HFA, S/F Mortgage Revenue Bonds:
                AA+       Aa        3,750    AMT, Series L, 6.70% due 7/01/2020                                    3,799
                AA+       Aa        6,000    AMT, Series M, 6.70% due 7/01/2026                                    6,096
                AA+       Aa        7,500    Series E, 6.80% due 7/01/2025                                         7,752
                AA+       Aa        4,250    Series H, 6.70% due 1/01/2018                                         4,371
                AA+       Aa        2,000    Series Q, 6.70% due 1/01/2017                                         2,057
                BBB       Baa1      5,700   Sartell, Minnesota, PCR, Refunding (Champion International
                                            Corporation), 6.95% due 10/01/2012                                     5,815
</TABLE>



<TABLE>
SCHEDULE OF INVESTMENTS (continued)                                                                        (in Thousands)
<CAPTION>
                 S&P     Moody's    Face                                                                          Value
STATE          Ratings   Ratings   Amount   Issue                                                               (Note 1a)
<S>             <S>       <S>     <C>       <S>                                                                 <C>
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)            $  2,412


Nebraska--0.3%  AAA       Aaa       2,600   Nebraska Investment Finance Authority, S/F Mortgage Revenue
                                            Bonds, AMT, Series 1, 8.125% due 8/15/2038 (c)(d)                      2,747


Nevada--1.2%    AAA       Aaa       5,000   Clark County, Nevada, School District Revenue Bonds,
                                            6.75% due 6/15/2015 (f)                                                5,311
                AAA       NR*       1,235   Nevada State Housing Division Housing Revenue Bonds
                                            (Multi-Unit), Issue B, AMT, 7.45% due 10/01/2017 (l)                   1,315
                AAA       Aaa       3,245   Nevada State Housing Division Revenue Bonds (S/F Program),
                                            AMT, Series E, 7% due 10/01/2019                                       3,335


New Jersey      AAA       Aaa       3,000   New Jersey State Housing and Mortgage Finance Agency
- --0.4%                                      Revenue Bonds (Home Buyer), AMT, Series M, 6.95% due
                                            10/01/2022 (c)                                                         3,143

New Mexico      A1+       P1          700   Farmington, New Mexico, PCR (Arizona Public Service
- --0.1%                                      Company), VRDN, AMT, Series C, 4.20% due 9/01/2024 (g)                   700


New York--5.5%                              New York City, New York, GO, UT:
                A-        Baa1      2,000    Series A, 7.75% due 3/15/2004                                         2,163
                SP1       MIG1++    2,100    Series B, RAN, 4.75% due 6/30/1995                                    2,102
                A-        Baa1      5,000    Series D, 9.50% due 8/01/2002                                         5,961
                A-        Baa1      6,500    Series F, 8.10% due 11/15/1999                                        7,091
                A-        Baa1      1,610    Series I, 7.50% due 8/15/2002                                         1,706
                A-        Baa1      5,450    Series I, 7.50% due 8/15/2005                                         5,728
                A1+       NR*       8,000   New York City, New York, IDA, IDR (Japan Airlines Company
                                            Ltd. Project), VRDN, AMT, 3.60% due 11/01/2015 (g)                     8,000
                A1+       NR*         100   New York State Energy Research and Development Authority,
                                            PCR (Niagara Power Corporation Project), VRDN, AMT, Series B,
                                            4.20% due 7/01/2027 (g)                                                  100
                A         A        13,000   New York State Local Government Assistance Corporation
                                            Revenue Bonds, Series C, 7% due 4/01/2010                             13,754
<PAGE>

North           NR*       VMIG1++   6,000   North Carolina Medical Care Community, Hospital Revenue
Carolina--                                  Bonds (Pooled Financing Project), ACES, Series A, 3.90%
0.7%                                        due 10/01/2020 (g)                                                     6,000


North           A+        Aa          985   North Dakota State HFA, S/F Mortgage Revenue Bonds,
Dakota--0.1%                                Series C, 8.75% due 1/01/2019                                          1,033


Ohio--4.0%      AAA       Aaa       1,740   Lakota, Ohio, Local School District Revenue Bonds, UT,
                                            7% due 12/01/2008 (h)                                                  1,989
                                            Ohio, HFA, S/F Mortgage Revenue Bonds, AMT (d):
                AAA       NR*      11,145    Series A, 7.65% due 3/01/2029                                        11,801
                AAA       Aaa       8,400    Series B, 6.903% due 3/31/2031                                        8,541
                AAA       NR*       5,695    Series C, 8.125% due 3/01/2020                                        6,057
                AAA       NR*       4,935    Series C, 7.85% due 9/01/2021                                         5,259


Pennsylvania    A+        Aa3       5,000   Delaware County, Pennsylvania, IDA, Revenue Refunding
- --5.5%                                      Bonds (Resource Recovery Project), Series A, 8.10%
                                            due 12/01/2013                                                         5,294
                                            Pennsylvania HFA, S/F Mortgage Revenue Bonds, AMT:
                AA        Aa       11,665    Series R, 8.125% due 10/01/2019                                      12,267
                AA        Aa        4,890    Series U, 7.80% due 10/01/2020                                        5,233
                AAA       Aaa      10,000   Pennsylvania State Higher Education Assistance Agency, Student
                                            Loan Revenue Bonds, RIB, AMT, 9.242% due 9/03/2026 (h)(j)             10,625
                NR*       VMIG1++   1,400   Pennsylvania State Higher Educational Facilities Authority,
                                            College and University Revenue Bonds (Temple University),
                                            VRDN, 3.60% due 10/01/2009 (g)                                         1,400
                A1+       VMIG1++  12,000   Philadelphia, Pennsylvania, Hospitals and Higher Education
                                            Facilities Authority, Hospital Revenue Bonds (Children's
                                            Hospital of Philadelphia Project), VRDN, 3.60% due 3/01/2027 (g)      12,000


Rhode Island    AAA       Aaa       6,000   Rhode Island Health and Education Building Corporation
- --1.5%                                      Revenue Bonds (Rhode Island Hospital), Linked PARS and
                                            INFLOS, Series R, 6.85% due 8/15/2021 (f)                              6,237
                AA+       A1        6,000   Rhode Island Housing and Mortgage Finance Corporation, INFLOS,
                                            AMT, Series B, 9.607% due 4/01/2024 (j)                                6,210


South Carolina  AAA       Aaa       2,045   Richland County, South Carolina, Hospital Facilities Revenue
- --0.3%                                      Refunding Bonds (South Carolina Baptist Hospital), Series B,
                                            10% due 8/01/2001 (h)                                                  2,569

<PAGE>
Texas--8.6%                                 Austin, Texas, Utility System Revenue Bonds (Prior Lien) (a):
                AAA       Aaa      20,000    10% due 5/15/2000 (e)                                                24,393
                AAA       Aaa       5,450    10.75% due 5/15/2000                                                  6,826
                AAA       Aaa       6,000    Series A, 9.50% due 5/15/2000                                         7,180
                                            Copperas Cove, Texas, Independent School District Revenue
                                            Bonds, UT (b):
                AAA       Aaa       1,430    6.90% due 8/15/2011                                                   1,530
                AAA       Aaa       1,610    6.90% due 8/15/2013                                                   1,716
                BBB       Baa1      4,000   Gulf Coast, Texas, IDA, Revenue Refunding Bonds (Champion
                                            International Corporation), 7.125% due 4/01/2010                       4,158
                AA+       Aa        2,400   Harris County, Texas, Certificates of Obligation, Tax and
                                            Revenue Bonds, 10% due 10/01/2002                                      3,096
                                            Harris County, Texas, Health Facilities Development Corporation,
                                            Hospital Revenue Bonds, Series A:
                A-        A         3,500    (Memorial Hospital Systems Project), 6.60% due 6/01/2014              3,513
                A-        A         2,500    (Memorial Hospital Systems Project), 6.625% due 6/01/2024             2,451
                AA        Aa        5,290    (Saint Luke's Episcopal Hospital Project), 6.625% due 2/15/2012       5,337
                SP1+      MIG1++      250   Houston, Texas, GO, TRAN, 4.50% due 6/29/1995                            250
                AA        Aa       11,400   North Central, Texas, Health Facilities Development
                                            Corporation Revenue Bonds (Baylor University Medical Center),
                                            Linked PARS and INFLOS, Series A, 6.85% due 5/15/2016                 11,714
                SP1+      MIG1++      100   Texas State, TRAN, UT, 5% due 8/31/1995                                  100


Utah--0.1%      A+        A1        1,000   Salt Lake City, Utah, Municipal Building Authority, Lease
                                            Revenue Refunding Bonds (Municipal Improvements Project),
                                            Series A, 6% due 10/15/2014                                              957


Virginia--2.1%                              Virginia State Housing Development Authority, Commonwealth
                                            Mortgage Revenue Bonds:
                AA+       Aa        2,950    Series G, Subseries G-2, AMT, 6.65% due 1/01/2019                     2,959
                AA+       Aa1      10,000    Series H, 6.85% due 7/01/2014                                        10,360
                AA+       Aa1       4,400    Series J, Subseries J-2, 6.75% due 7/01/2017                          4,504


Washington                                  King County, Washington, Revenue Refunding Bonds:
- --6.9%          AA+       Aa1       3,420    Series B, 4.50% due 1/01/2013                                         2,781
                AA+       Aa1       3,580    Series B, 4.50% due 1/01/2014                                         2,885
                AA+       Aa1       1,720    Series C, UT, 4.50% due 6/01/2012                                     1,408
                AA+       Aa1       1,890    Series C, UT, 4.50% due 6/01/2014                                     1,519
                AA+       Aa1       1,055    Series C, UT, 4.50% due 6/01/2015                                       840
                                            Washington State Housing Finance Commission, S/F Mortgage
                                            Revenue Refunding Bonds (d):
                AAA       NR*       9,180    Series A, 7.70% due 7/01/2016                                         9,829
                AAA       NR*       2,395    Series D, 6.95% due 7/01/2017 (l)                                     2,473
</TABLE>


<PAGE>
<TABLE>
SCHEDULE OF INVESTMENTS (concluded)                                                                        (in Thousands)
<CAPTION>
                 S&P     Moody's    Face                                                                          Value
STATE          Ratings   Ratings   Amount   Issue                                                               (Note 1a)
<S>             <S>       <S>     <C>       <S>                                                                 <C>
Washington                                  Washington State Public Power Supply System, Revenue
(concluded)                                 Refunding Bonds (Nuclear Project No. 1):
                AA        Aa      $ 3,000    Series A, 7% due 7/01/2008                                         $  3,241
                AA        Aa        5,000    Series A, 6.875% due 7/01/2017                                        5,119
                AA        Aa        5,000    Series B, 7.25% due 7/01/2009                                         5,463
                AAA       Aaa       6,985    Series B, 5.60% due 7/01/2015 (c)                                     6,473
                AA        Aa       14,320    Series B, 7.125% due 7/01/2016                                       15,856


Wisconsin--     NR*       A         4,000   Wisconsin State Health and Educational Facilities
0.5%                                        Authority, Revenue Refunding Bonds (Saint Claire
                                            Hospital Project), 7% due 2/15/2011                                    4,096


Wyoming--0.7%   BBB       Baa3      3,000   Sweetwater County, Wyoming, Solid Waste Disposal Revenue Bonds
                                            (FMC Corporation Project), AMT, Series B, 6.90% due 9/01/2024          2,981
                AA        Aa        2,500   Wyoming Community Development Authority, S/F Mortgage Revenue
                                            Bonds, AMT, Series H, 7.10% due 6/01/2012                              2,603


                Total Investments (Cost--$808,200)--97.8%                                                        825,808
                Other Assets Less Liabilities--2.2%                                                               18,530
                                                                                                                --------
                Net Assets--100.0%                                                                              $844,338
                                                                                                                ========


<FN>
(a)Prerefunded.
(b)PSF Guaranteed.
(c)MBIA Insured.
(d)GNMA Collateralized.
(e)BIGI Insured.
(f)FGIC Insured.
(g)The interest rate is subject to change periodically based upon
   prevailing market rates. The interest rate shown is the rate in
   effect at February 28, 1995.
(h)AMBAC Insured.
(i)FSA Insured.
(j)The interest rate is subject to change periodically and inversely
   to prevailing market rates. The interest rate shown is the rate in
   effect at February 28, 1995.
(k)Escrowed to maturity.
(l)FNMA Collateralized.
  *Not Rated.
 **Represents the yield to maturity.
 ++Highest short-term rating by Moody's Investors Service, Inc.


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

<TABLE>
STATEMENT OF ASSETS, LIABILITIES AND CAPITAL
<CAPTION>
                    As of February 28, 1995   
<S>                 <S>                                                                    <C>              <C>
Assets:             Investments, at value (identified cost--$808,199,913)(Note 1a)                          $825,807,806
                    Cash                                                                                         133,526
                    Receivables:
                      Securities sold                                                      $ 16,615,275
                      Interest                                                               12,775,359       29,390,634
                                                                                           ------------
                    Prepaid expenses and other assets                                                             22,018
                                                                                                            ------------
                    Total assets                                                                             855,353,984
                                                                                                            ------------


Liabilities:        Payables:
                      Securities purchased                                                    9,872,305
                      Dividends to Common Stock shareholders (Note 1e)                          678,090
                      Investment adviser (Note 2)                                               320,924       10,871,319
                                                                                           ------------
                    Accrued expenses and other liabilities                                                       144,276
                                                                                                            ------------
                    Total liabilities                                                                         11,015,595
                                                                                                            ------------


Net Assets:         Net assets                                                                              $844,338,389
                                                                                                            ============


Capital:            Preferred Stock, par value $.10 per share; 10,000,000 shares
                    authorized (11,000 shares of AMPS* issued and outstanding, 
                    at $25,000 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                                      6,483,164
                    Accumulated realized capital losses on investments--net                 (24,394,653)
                    Unrealized appreciation on investments--net                              17,607,893
                                                                                           ------------
                    Total--Equivalent to $9.31 net asset value per share of Common
                    Stock (market price--$8.75)                                                              569,338,389
                                                                                                            ------------

                    Total capital                                                                           $844,338,389
                                                                                                            ============

                   <FN>
                   *Auction Market Preferred Stock.
</TABLE>
<PAGE>

<TABLE>
STATEMENT OF OPERATIONS
<CAPTION>
                    For the Six Months Ended February 28, 1995
<S>                 <S>                                                                    <C>              <C>
Investment          Interest and amortization of premium and discount earned                                $ 27,427,421
Income (Note 1d):


Expenses:           Investment advisory fees (Note 2)                                      $  2,035,458
                    Commission fees (Note 4)                                                    330,088
                    Transfer agent fees                                                         108,355
                    Accounting services (Note 2)                                                 56,924
                    Professional fees                                                            49,356
                    Printing and shareholder reports                                             40,248
                    Custodian fees                                                               31,141
                    Directors' fees and expenses                                                 19,086
                    Pricing fees                                                                 11,785
                    Listing fees                                                                  6,965
                    Other                                                                        15,738
                                                                                           ------------
                    Total expenses                                                                             2,705,144
                                                                                                            ------------
                    Investment income--net                                                                    24,722,277
                                                                                                            ------------


Realized &          Realized loss on investments                                                             (22,093,934)
Unrealized Gain     Change in unrealized appreciation on investments--net                                     16,942,815
(Loss) on                                                                                                   ------------
Investments--Net    Net Increase in Net Assets Resulting from Operations                                    $ 19,571,158
(Notes 1b,                                                                                                  ============
1d & 3):

                    See Notes to Financial Statements.
</TABLE>


<TABLE>
STATEMENTS OF CHANGES IN NET ASSETS
<CAPTION>
                                                                                           For the Six        For the
                                                                                           Months Ended      Year Ended
                    Increase (Decrease) in Net Assets:                                    Feb. 28, 1995    Aug. 31, 1994
<S>                 <S>                                                                    <C>              <C>
Operations:         Investment income--net                                                 $ 24,722,277     $ 51,160,280
                    Realized gain (loss) on investments--net                                (22,093,934)      18,031,016
                    Change in unrealized appreciation on investments--net                    16,942,815      (65,699,451)
                                                                                           ------------     ------------
                    Net increase in net assets resulting from operations                     19,571,158        3,491,845
                                                                                           ------------     ------------

<PAGE>
Dividends &         Investment income--net:
Distributions to      Preferred Stock                                                        (4,938,758)      (6,969,913)
Shareholders          Common Stock                                                          (19,954,810)     (42,880,970)
(Note 1e):          Realized gain on investments to Common Stock--net                       (10,019,427)     (19,681,289)
                                                                                           ------------     ------------
                    Net decrease in net assets resulting from dividends and
                    distributions to shareholders                                           (34,912,995)     (69,532,172)
                                                                                           ------------     ------------


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


Net Assets:         Total decrease in net assets                                            (15,341,837)     (57,850,014)
                    Beginning of period                                                     859,680,226      917,530,240
                                                                                           ------------     ------------
                    End of period*                                                         $844,338,389     $859,680,226
                                                                                           ------------     ------------
                   *Undistributed investment income--net                                   $  6,483,164     $  6,654,455
                                                                                           ============     ============
</TABLE>


<TABLE>
FINANCIAL HIGHLIGHTS
<CAPTION>
                    The following per share data and ratios have
                    been derived from information provided in the    For the Six
                    financial statements.                            Months Ended
                                                                       Feb. 28,      For the Year Ended August 31,
                    Increase (Decrease) in Net Asset Value:              1995      1994       1993       1992      1991
<S>                 <S>                                                <C>        <C>       <C>       <C>       <C>
Per Share           Net asset value, beginning of period               $   9.57   $  10.65  $  10.19  $   9.76  $   9.28
Operating                                                              --------   --------  --------  --------  --------
Performance:        Investment income--net                                  .41        .84       .92       .97       .96
                    Realized and unrealized gain (loss) on invest-
                    ments--net                                             (.10)      (.78)      .69       .58       .49
                                                                       --------   --------  --------  --------  --------
                    Total from investment operations                        .31        .06      1.61      1.55      1.45
                                                                       --------   --------  --------  --------  --------
                    Less dividends and distributions to Common
                    Stock shareholders:
                      Investment income--net                               (.33)      (.70)     (.78)     (.79)     (.73)
                      Realized gain on investments--net                    (.16)      (.32)     (.25)     (.16)       --
                                                                       --------   --------  --------  --------  --------
                    Total dividends and distributions to Common
                    Stock shareholders                                     (.49)     (1.02)    (1.03)     (.95)     (.73)
                                                                       --------   --------  --------  --------  --------
                    Effect of Preferred Stock Activity:
                      Dividends to Preferred Stock shareholders:
                      Investment income--net                               (.08)      (.12)     (.12)     (.17)     (.24)
                                                                       --------   --------  --------  --------  --------
                    Net asset value, end of period                     $   9.31   $   9.57  $  10.65  $  10.19  $   9.76
                                                                       --------   --------  --------  --------  --------
                    Market price per share, end of period              $   8.75   $   8.50  $  11.25  $  11.25  $  10.25
                                                                       ========   ========  ========  ========  ========

<PAGE>
Total               Based on market price per share                    9.32%+++    (16.29%)   10.39%    20.39%    18.02%
Investment                                                             ========   ========  ========  ========  ========
Return:**           Based on net asset value per share                 3.31%+++     (0.44%)   15.38%    14.52%    13.53%
                                                                       ========   ========  ========  ========  ========


Ratios to           Expenses                                              .66%*       .64%      .65%      .65%      .66%
Average                                                                ========   ========  ========  ========  ========
Net Assets:***      Investment income--net                               6.07%*      5.76%     6.17%     6.58%     6.84%
                                                                       ========   ========  ========  ========  ========


Supplemental        Net assets, net of Preferred Stock, end
Data:               of period (in thousands)                           $569,338   $584,680  $642,530  $601,049  $593,867
                                                                       ========   ========  ========  ========  ========
                    Preferred Stock outstanding, end of
                    period (in thousands)                              $275,000   $275,000  $275,000  $275,000  $275,000
                                                                       ========   ========  ========  ========  ========
                    Portfolio turnover                                   47.11%    100.92%    73.38%   112.10%   129.73%
                                                                       ========   ========  ========  ========  ========


Dividends Per       Series A--Investment income--net                    $   466  $     633  $    633  $    878  $  1,251
Share on            Series B--Investment income--net                        406        637       642       882     1,243
Preferred Stock     Series C--Investment income--net                        422        644       624       861     1,237
Outstanding:++      Series D--Investment income--net                        489        633       644       915     1,290
                    Series E--Investment income--net                        457        626       636       884     1,261


                 <FN>
                   *Annualized.
                  **Total investment returns based on market value, which can be
                    significantly greater or lesser than the net asset value, may result
                    in substantially different returns. Total investment returns exclude
                    the effect of sales loads.
                 ***Do not reflect the effect of dividends to Preferred Stock
                    shareholders.
                  ++Dividends per share have been adjusted to reflect a four-for-one
                    stock split.
                 +++Aggregate total investment return.


                 See Notes to Financial Statements.
</TABLE>


<PAGE>
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. These unaudited financial statements reflect all
adjustments which are, in the opinion of management, necessary to a
fair statement of the results for the interim period presented. All
such adjustments are of a normal recurring nature. 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. The
following is a summary of significant accounting policies followed
by the Fund.

(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.

(b) Derivative financial instruments--The Fund may engage in various
portfolio strategies to seek to increase its return by hedging its
portfolio against adverse movements in the debt markets. Losses may
arise due to changes in the value of the contract or if the
counterparty does not perform under the contract.

* 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
securities 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.

<PAGE>
NOTES TO FINANCIAL STATEMENTS (concluded)


* Options--The Fund can write covered call options and purchase put
options. When the Fund writes an option, an amount equal to the
premium received by the Fund is reflected as an asset and an
equivalent liability. The amount of the liability is subsequently
marked to market to reflect the current market value of the option
written.

When a security is purchased or sold through an exercise of an
option, the related premium paid (or received) is added to (or
deducted from) the basis of the security acquired or deducted from
(or added to) the proceeds of the security sold. When an option
expires (or the Fund enters into a closing transaction), the Fund
realizes a gain or loss on the option to the extent of the premiums
received or paid (or gain or loss to the extent the cost of the
closing transaction exceeds the premiums paid or received).

Written and purchased options are non-income producing investments.

(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) Dividends and distributions--Dividends from net investment
income are declared and paid monthly. Distributions of capital gains
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"). The general partner of FAM is
Princeton Services, Inc. ("PSI"), an indirect wholly-owned
subsidiary of Merrill Lynch & Co. ("ML & Co."), which is the limited
partner.

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 0.50% 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, PSI, Merrill Lynch, Pierce, Fenner & Smith Inc.
("MLPF&S"), and/or ML & Co.


3. Investments:
Purchases and sales of investments, excluding short-term securities,
for the six months ended February 28, 1995 were $385,874,920 and
$364,032,131, respectively.

Net realized and unrealized gains (losses) as of February 28, 1995
were as follows:


                                    Realized      Unrealized
                                     Losses         Gains

Long-term investments            $(16,536,499)    $15,767,321
Short-term investments                (29,802)      1,840,572
Financial futures contracts        (5,527,633)             --
                                 ------------     -----------
Total                            $(22,093,934)    $17,607,893
                                 ============     ===========


As of February 28, 1995, net unrealized appreciation for Federal
income tax purposes aggregated $17,607,893, of which $24,041,036
related to appreciated securities and $6,433,143 related to
depreciated securities. The aggregate cost of investments at
February 28, 1995 for Federal income tax purposes was $808,199,913.


4. Capital Stock Transactions:

Common Stock
At February 28, 1995, 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 six months ended February 28, 1995, shares
issued and outstanding remained constant at 61,123,140. At February
28, 1995, total paid-in capital amounted to $569,641,985.

Preferred Stock
The Auction Market Preferred Stock ("AMPS") 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 Fund is authorized to issue
10,000,000 shares of Preferred Stock having a par value of $.10 per
share. The yields in effect at February 28, 1995 were as follows:
Series A, 3.96%; Series B, 4.05%; Series C, 3.98%; Series D, 3.96%;
and Series E, 3.875%.
<PAGE>
A four-for-one stock split occurred on December 1, 1994. As a
result, for the six months ended February 28, 1995, there were
11,000 AMPS shares issued and outstanding with a liquidation
preference of $25,000 per share, plus accumulated and unpaid
dividends of $285,007. Prior to the stock split, there were 2,750
AMPS shares outstanding with a liquidation preference of $100,000.

The Fund pays commissions to certain broker-dealers at the end of
each auction at an annual rate of approximately one-quarter of 1%
calculated on the proceeds of each auction. For the six months ended
February 28, 1995, MLPF&S, an affiliate of FAM, earned $62,775 as
commissions.

5. Subsequent Event:
On March 13, 1995, the Fund's Board of Directors declared an
ordinary income dividend to Common Stock shareholders in the amount
of $0.052544 per share, payable on March 30, 1995 to shareholders of
record as of March 24, 1995.


PER SHARE INFORMATION


<TABLE>
Per Share
Selected Quarterly
Financial Data*
<CAPTION>
                                                    Net     Realized  Unrealized           Dividends/Distributions
                                                 Investment  Gains      Gains     Net Investment Income    Capital Gains
For the Quarter                                    Income   (Losses)   (Losses)     Common   Preferred   Common   Preferred
<S>                                                <C>       <C>         <C>         <C>        <C>       <C>         <C>
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       --         --
September 1, 1994 to November 30, 1994              .21       (.28)       (.77)       .17        .04       --         --
December 1, 1994 to February 28, 1995               .20       (.09)       1.04        .16        .04       .16        --

<CAPTION>
                                                        Net Asset Value               Market Price**
For the Quarter                                         High         Low            High            Low          Volume***
<S>                                                    <C>          <C>           <C>             <C>              <C> 
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          9.875           8.875          3,341
June 1, 1994 to August 31, 1994                          9.83         9.35          9.625           8.25           3,361
September 1, 1994 to November 30, 1994                   9.57         8.32          8.375           7.125          7,824
December 1, 1994 to February 28, 1995                    9.31         8.49          8.75            7.50           6,243

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



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