MUNIYIELD FUND INC
N-30D, 1994-12-23
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MUNIYIELD
FUND, INC.



FUND LOGO



Annual Report

October 31, 1994




Officers and Directors
Arthur Zeikel, President and Director
Kenneth S. Axelson, Director
Herbert I. London, Director
Robert R. Martin, Director
Joseph L. May, Director
Andre F. Perold, 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

Transfer Agents
Common Stock:
The Bank of New York
101 Barclay Street
New York, New York 10286

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

NYSE Symbol
MYD
<PAGE>




This report, including the financial information herein,
is transmitted to the shareholders of MuniYield 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 of 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.

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



MuniYield Fund, Inc.

DEAR SHAREHOLDER

For the year ended October 31, 1994, the Common
Stock of MuniYield Fund, Inc. earned $1.208 per share
income dividends, which includes earned and unpaid
dividends of $0.088. This represents a net annualized
yield of 8.42%, based on a month-end net asset value
of $14.35 per share. Over the same period, the total
investment return on the Fund's Common Stock was
- -6.71%, based on a change in per share net asset
value from $16.80 to $14.35, and assuming reinvest-
ment of $1.214 per share income dividends and $0.090
per share capital gains distributions.

For the six-month period ended October 31, 1994, the
total investment return on the Fund's Common Stock
was -0.44%, based on a change in per share net asset
value from $14.99 to $14.35, and assuming reinvest-
ment of $0.525 per share income dividends.
<PAGE>
For the year ended October 31, 1994, the Fund's
Auction Market Preferred Stock had an average yield
as follows: Series A, 3.015%; Series B, 3.13%; Series C,
3.03%; Series D, 2.988%; and Series E, 3.20%.

The Environment
As discussed in our last report to shareholders, the
Federal Reserve Board moved to counteract inflation-
ary pressures by tightening monetary policy. This
trend continued during the May--October period.
Despite the series of preemptive strikes against
inflation by the central bank, concerns of increasing
inflationary pressures continued to prompt volatility
in the US capital markets during the period. In addi-
tion, the weakness of the US dollar in foreign exchange
markets prolonged stock and bond market declines.

Ongoing strength in the manufacturing sector and
better-than-expected economic results continue to
fuel speculation that the Federal Reserve Board will
continue to raise short-term interest rates in the
months ahead. However, although consumer spending
is increasing, it is doing so at a lower rate than has
been the case in recent economic recoveries. In the
weeks ahead, investors will continue to assess eco-
nomic 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. At the same time,
greater US dollar stability in foreign exchange markets
would help to dampen expectations of significantly
higher short-term interest rates.

The Municipal Market
The long-term tax-exempt market continued to erode
throughout the three months ended October 31, 1994.
As measured by the Bond Buyer Revenue Bond Index,
yields on A-rated municipal revenue bonds maturing
in 30 years rose by almost 50 basis points (0.50%) to
6.95% during the October 31, 1994 quarter. This
represents the highest level in tax-exempt bond yields
in over two years. US Treasury bonds suffered even
greater declines during the quarter as Treasury bond
yields rose approximately 60 basis points to end the
quarter at 8.00%.
<PAGE>
The tax-exempt bond market reacted negatively
throughout the October quarter to indications that,
despite a series of interest rate increases by the
Federal Reserve Board, the strength of the domestic
economy seen in recent quarters has not yet been
significantly reduced. While inflationary pressures
have remained well contained, additional Federal
Reserve Board actions have been expected both to
ensure that domestic economic growth is eventually
confined to current levels and to assure nervous
financial markets of its anti-inflationary intentions.

Fortunately, while the demand for tax-exempt bonds
has declined somewhat in recent months, new bond
issuance has remained greatly reduced. During the
quarter ended October 31, 1994, only $32 billion in
long-term tax-exempt securities were issued, a decline
of over 50% versus the October 31, 1993 quarter. Simi-
larly, for the six months ended October 31, 1994, only
$75 billion in municipal securities were underwritten,
a decline of over 50% versus the comparable period
a year earlier. This reduction in issuance in recent
quarters has allowed the municipal bond market to
react to both the decline in investor demand and the
rise in fixed-income yields in a more orderly fashion
than in similar situations in the past, particularly
during 1987.

Long-term tax-exempt revenue bonds currently yield
approximately 7%, or almost 11.5% on an after-tax
equivalent basis, to an investor in the 39.6% Federal
income tax bracket. As inflation has only marginally
increased in the past year, real tax-exempt interest
rates have risen dramatically. The Federal Reserve
Board appears committed to maintaining inflation at
or below its current levels. Indeed, most forecasts
expect inflation to remain in its present range of
3%--4% throughout 1995 and potentially, for the remainder
of the the 1990s. Real after-tax equivalent interest
rates exceeding 7% represent historically attractive
municipal investments for long-term investors.
<PAGE>
Federal Reserve Board actions taken thus far have yet
to fully impact US domestic growth and expected
additional actions should promote only a modest
economic expansion within a benign inflationary
context beginning sometime early in 1995. Within
such an environment, it is unlikely that tax-exempt
interest rates will remain at their current attractive
levels. Tax-exempt bond issuance is unlikely to return
to the historic high levels seen in 1992 and 1993, while
investor demand should return as markets stabilize.
As we have discussed in earlier reports, the total
number of tax-exempt bonds outstanding is sched-
uled to decline dramatically in 1994 and 1995 as a
result of both regualr bond maturities and early
redemptions. Investors seeking tax-advantaged issues
are likely to find it very difficult to obtain currently
available tax-exempt yields as the current supply/
demand balance is unlikely to be maintained in the
coming quarters.

Portfolio Strategy
During the six months ended October 31, 1994, our
portfolio strategy evolved to reflect a somewhat more
constructive market outlook. While our efforts in that
direction have proven somewhat premature, we remain
convinced that long-term tax-exempt interest rates
represent extraordinary value in light of what we
perceive to be unwarranted inflationary fears within
the investor community. We have kept cash reserves
at low levels in recognition of the strong technical
foundation underlying the municipal market. Indeed,
long-term volume for the year ended October 31, 1994
is down significantly from levels of one year ago. At the
same time, demand for municipals has also declined
sharply this year, muting the favorable impact of
diminished supply. Nevertheless, we believe that
when the market does turn, scarcity will be a
serious obstacle for the underinvested attempting to
enhance total return.

Another phase of our investment strategy has been to
reduce the Fund's holdings of prerefunded bonds and
to reinvest the proceeds in long-term, high-quality
current coupon securities. The former have been
trading at historically overvalued levels, while the
latter are quite attractive when considered on a
taxable equivalent basis. These efforts will not only
maintain a competitive yield over time, but they will
also contribute to the Fund's ability to more fully
benefit from the anticipated rebound in the fixed-
income markets.
<PAGE>
While Preferred Stock interest rates have risen some-
what over the last six months, the rise has been muted
relative to other comparable measures in the short-
term taxable market. As a consequence, the persistent
steepness of the municipal yield curve continues
to benefit the leveraged Common Stock shareholder.
Nonetheless, a portion of the Fund's Preferred Stock
remains in an extended mode, and as short-term
interest rates continue to edge up, we believe that the
Fund's Common Stock is likely to continue to be at
least somewhat insulated from the consequences of a
flattening yield curve. (For a complete explanation
of the benefits and risks of leveraging, see page 3
of this report to shareholders.)

We appreciate your ongoing interest in MuniYield
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


December 5, 1994



THE BENEFITS AND RISKS OF LEVERAGING


MuniYield 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.
<PAGE>
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 differen-
tial 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 New York 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.


PORTFOLIO ABBREVIATIONS

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

AMT        Alternative Minimum Tax (subject to)
DATES      Daily Adjustable Tax-Exempt Securities
GO         General Obligation Bonds
HFA        Housing Finance Authority
IDA        Industrial Development Authority
IDB        Industrial Development Board
IDR        Industrial Development Revenue Bonds
M/F        Multi-Family
PCR        Pollution Control Revenue Bonds
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--1.1%        BBB      Baa1     $  8,750      Courtland, Alabama, IDB, Industrial Development Revenue
                                                     Refunding Bonds (Champion International Corporation),
                                                     Series A, 7.20% due 12/01/2013                                       $  8,660

Alaska--3.8%         A+       Aa         12,285      Alaska State, Housing Finance Corporation, GO, Series B,
                                                     7% due 12/01/2027                                                      12,128
                                                     Valdez, Alaska, Marine Terminal Revenue Refunding Bonds:
                     AA-      A1          8,000        (British Petroleum Pipeline), Series B, 7% due 12/01/2025             7,979
                     AA-      A1          9,635        (Sohio Pipeline), 7.125% due 12/01/2025                               9,748

Arizona--0.7%        BB       Ba2         6,550      Maricopa County, Arizona, Pollution Control Corporation, PCR,
                                                     Refunding (Public Service Company--Palo Verde), Series A,
                                                     6.375% due 8/15/2023                                                    5,623

Arkansas--0.0%       NR*      NR*           210      Ozark, Arkansas, IDR (Baldor Electric Company Project), AMT,
                                                     5.75% due 5/01/2003                                                       200

California--7.3%     AA       Aa          5,000      California State, Department of Water Resources, Water System
                                                     Revenue Refunding Bonds (Central Valley Project), Series L,
                                                     5.875% due 12/01/2025                                                   4,353
                                                     Los Angeles, California, Department of Water and Power,
                                                     Electric Plant Revenue Refunding Bonds:
                     AA       Aa          5,750        6.375% due 2/01/2020                                                  5,443
                     AA       Aa          5,000        5.375% due 9/01/2023                                                  4,030
                     A        A1          7,730      Los Angeles, California, Wastewater System Revenue
                                                     Refunding Bonds, Series C, 7.10% due 6/01/2018                          7,871
                     NR*      NR*         7,000      Orange County, California, Community Facilities District,
                                                     Special Tax No. 88-1 Revenue Bonds (Aliso Viejo Project),
                                                     Series A, 7.35% due 8/15/2002 (a)                                       7,832
                     SP-1+    MIG1++      8,000      Santa Clara County, California, TRAN, UT, 4.25% due 7/07/1995           7,985
                                                     University of California Revenue Bonds (Multiple
                                                     Purpose Projects):
                     AAA      Aaa         8,000        Refunding, Series C, 5% due 9/01/2023 (c)                             6,100
                     AAA      Aaa        13,600        Series D, 6.375% due 9/01/2019 (e)                                   13,035

Colorado--2.8%       BBB+     Baa1        4,000      Colorado Health Facilities Authority Revenue Bonds
                                                     (P/SL Healthcare System Project), Series A, 6.875%
                                                     due 2/15/2023                                                           3,721
                     NR*      VMIG1         800      Colorado HFA, M/F Housing Revenue Bonds (Hampden and Estes),
                                                     VRDN, 3.25% due 12/01/2005 (b)                                            800
                                                     Denver, Colorado, City and County Airport Revenue Bonds:
                     BB       Baa         8,000        AMT, Series D, 7.75% due 11/15/2013                                   7,882
                     BB       Baa         3,310        AMT, Series D, 7.75% due 11/15/2021                                   3,173
                     BB       Baa         5,000        Series A, 7.25% due 11/15/2025                                        4,636
                     NR*      NR*         1,650      Mountain Village, Colorado, Metropolitan District, San Miguel
                                                     County Refunding Bonds, UT, 7.95% due 12/01/2003                        1,760
<PAGE>
Connecticut--0.6%    NR*      Baa1          500      Connecticut State, Health and Educational Facilities Authority
                                                     Revenue Bonds (The Griffin Hospital), Series A, 5.75% due 7/01/2023       399
                     A1+      VMIG1         600      Connecticut State, Special Assessment Unemployment
                                                     Compensation, Advanced Fund Revenue Bonds (Connecticut
                                                     Unemployment), VRDN, Series B, 3.45% due 11/01/2001 (b)                   600
                     A1       VMIG1         600      Connecticut State, Special Tax Obligation Revenue Bonds
                                                     (Transportation Infrastructure), VRDN, Second Lien, Series 1,
                                                     3.45% due 12/01/2010 (b)                                                  600
                     NR*      NR*         2,685      New Haven, Connecticut, Facilities Revenue Bonds
                                                     (Hill Health Corporation Project), 9.25% due 5/01/2017                  2,829

District of          BBB      Baa1        1,890      District of Columbia, Hospital Revenue Refunding Bonds
Columbia--0.2%                                       (Metlantic--Washington Hospital Center), Series A, 7.125%
                                                     due 8/15/2019                                                           1,776
</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>
Florida--1.9%        A+       A1       $  7,000      Orange County, Florida, Sales Tax Revenue Bonds, Series B,
                                                     5.375% due 1/01/2024                                                 $  5,666
                     AA       Aa1        10,000      Orlando, Florida, Utilities Commission, Water and Electric
                                                     Revenue Bonds, 5.125% due 10/01/2019                                    7,942
                     A1       VMIG1         900      Saint Lucie County, Florida, PCR, Refunding (Florida Power
                                                     and Light Company Project), VRDN, 3.65% due 1/01/2026 (b)                 900

Georgia--1.2%        NR*      NR*         5,765      Atlanta, Georgia, Urban Residential Finance Authority, 
                                                     College Facilities Revenue Bonds (Morris Brown College 
                                                     Project), 9.50% due 6/01/2011                                           5,477
                     AAA      Aaa         4,200      Georgia Municipal Electric Authority, Special Obligation Bonds
                                                     (Fifth Crossover Series--Project One), 6.40% due 1/01/2013 (c)          4,116

Hawaii--0.9%                                         Hawaii State Housing, Finance and Development Corporation,
                                                     S/F Mortgage Purchase Revenue Bonds:
                     A        Aa          1,945        AMT, Series A, 7% due 7/01/2011                                       1,947
                     A        Aa            870        AMT, Series A, 7.10% due 7/01/2024                                      866
                     A        Aa          3,040        Series B, 6.90% due 7/01/2016                                         3,023
                     A        Aa          1,110        Series B, 7% due 7/01/2031                                            1,090

Idaho--0.6%          AA       NR*         4,345      Idaho Housing Agency, S/F Mortgage Bonds, AMT, Series C-2,
                                                     7.15% due 7/01/2023                                                     4,373
<PAGE>
Illinois--1.7%       BBB      Baa2        2,750      Illinois Development Financing Authority, PCR, Refunding
                                                     (Illinois Power Company Project), Series A, 7.375% due 7/01/2021        2,758
                     BBB+     NR*         2,500      Illinois Educational Facilities Authority Revenue Bonds
                                                     (Chicago Osteopathic Health Systems), 7.25% due 5/15/2022               2,402
                                                     Illinois Health Facilities Authority Revenue Bonds:
                     A        A           1,500        (Edward Hospital Association Project), 7% due 2/15/2022               1,461
                     A+       A1          5,000        Refunding (OSF Healthcare Systems), 6% due 11/15/2023                 4,236
                     BBB-     NR*         2,625        Refunding (Saint Elizabeth Hospital), Chicago, 7.75% due 7/01/2016    2,529


Indiana--1.7%        A+       A1          7,000      Fort Wayne, Indiana, Hospital Authority, Revenue Refunding Bonds
                                                     (Parkview Memorial Hospital Inc. Project), 6.40% due 11/15/2022         6,387
                     NR*      A           2,500      Indiana Health Facilities Financing Authority, Hospital Revenue
                                                     Refunding Bonds (Saint Anthony Medical Center), Series A,
                                                     7% due 10/01/2017                                                       2,417
                     BBB      Baa2        5,000      Indianapolis, Indiana, Airport Authority, Special Facilities
                                                     Revenue Bonds (Federal Express Corporation Project), AMT,
                                                     7.10% due 1/15/2017                                                     4,875

Kansas--1.1%         AAA      Aaa         8,300      Burlington, Kansas, PCR, Refunding (Kansas Gas and Electric
                                                     Company Project), 7% due 6/01/2031 (e)                                  8,404

Kentucky--2.6%       BBB      Baa1        2,500      Ashland, Kentucky, Solid Waste Revenue Bonds (Ashland Oil
                                                     Incorporated Project), AMT, 7.20% due 10/01/2020                        2,488
                     A1+     VMIG1        1,400      Daviess County, Kentucky, Solid Waste Disposal Facility Revenue
                                                     Bonds (Scott Paper Co. Project), VRDN, AMT, Series B, 3.65%
                                                     due 12/01/2023 (b)                                                      1,400
                                                     Kenton County, Kentucky, Airport Board, Airport Special Facilities
                                                     Revenue Bonds (Delta Airlines Project), AMT, Series A:
                     BB       Ba1        10,575        7.125% due 2/01/2021                                                  9,585
                     BB       Ba1         3,000        6.125% due 2/01/2022                                                  2,385
                                                     Trimble County, Kentucky, PCR (Louisville Gas and Electric
                                                     Company), AMT, Series A:
                     AA       Aa2           750        7.625% due 11/01/2000 (a)                                               841
                     AA       Aa2         3,775        7.625% due 11/01/2020                                                 3,979

Louisiana--4.7%      NR*      Baa3       35,000      Lake Charles, Louisiana, Harbor and Terminal District,
                                                     Port Facilities Revenue Refunding Bonds (Trunkline Company
                                                     Project), 7.75% due 8/15/2022                                          36,556

Maine--1.3%          AA-      Aa         10,460      Maine Housing Authority, S/F Mortgage Acquisition Bonds,
                                                     Series 1, 7.15% due 11/01/2021                                         10,386
</TABLE>
<PAGE>



<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>
Maryland--0.7%                                       Prince Georges County, Maryland, Hospital Revenue Bonds:
                     NR*      Aaa      $  4,500        (Dimensions Health Corporation), 7.25% due 7/01/2002 (a)           $  4,971
                     NR*      Baa           815        (Greater Southeast Healthcare Systems), 6.20% due 1/01/2008             753

Massachusetts--5.2%                                  Massachusetts Bay Transportation Authority, Massachusetts,
                                                     General Transportation Systems Revenue Bonds:
                     A+       Aaa         8,500        Series A, 7% due 3/01/2001 (a)                                        9,251
                     A+       A          12,600        Series B, 5.875% due 3/01/2019                                       11,086
                     NR*      Aa          5,400      Massachusetts State Health and Educational Facilities
                                                     Authority Revenue Refunding Bonds (Daughters of Charity),
                                                     Series D, 6% due 7/01/2009                                              5,093
                     A+       Aa          2,915      Massachusetts State, HFA, Housing Revenue Bonds, AMT,
                                                     Series 29, 6.75% due 6/01/2026                                          2,769
                     AAA      Aaa         5,000      Massachusetts State, HFA, Residential Development Bonds,
                                                     Series C, 6.90% due 11/15/2021 (f)                                      5,007
                     AAA      Aaa        10,000      Massachusetts State, Water Reserve Authority, GO, Refunding,
                                                     Series B, 5% due 3/01/2022 (e)                                          7,656

Michigan--0.8%       AA-      A           5,575      Michigan State, Building Authority Revenue Refunding Bonds,
                                                     Series I, 6.75% due 10/01/2011                                          5,593
                     A        P1            700      Midland County, Michigan, Economic Development Corp., Economic
                                                     Development, Limited Obligation Revenue Refunding Bonds (Dow
                                                     Chemical Co. Project), VRDN, Series B, 3.75% due 2/01/2015 (b)            700

Minnesota--3.2%      A1+      NR*           500      Beltrami County, Minnesota, Environmental Control Revenue
                                                     Refunding Bonds (Northwood Panelboard), VRDN, 3.70%
                                                     due 12/01/2021 (b)                                                        500
                     A+       A1         10,000      Minnesota State, HFA, Housing Development Bonds, Series A,
                                                     6.95% due 2/01/2014                                                    10,067
                     AA+      Aa          3,440      Minnesota State, HFA, S/F Mortgage Bonds, AMT, Series A, 7.05%
                                                     due 7/01/2022                                                           3,446
                     BBB-     Baa         6,000      Saint Paul, Minnesota, Housing and Redevelopment Authority,
                                                     Hospital Revenue Bonds (Healtheast Project), Series B,
                                                     6.625% due 11/01/2017                                                   5,354
                     BBB      Baa1        5,700      Sartell, Minnesota, PCR, Refunding (Champion International
                                                     Corporation), 6.95% due 10/01/2012                                      5,580
Mississippi--2.7%    A        A2         17,750      Lowndes County, Mississippi, Solid Waste Disposal and
                                                     PCR, Refunding (Weyerhaeuser Company Project), Series A, 6.80%
                                                     due 4/01/2022                                                          17,467
                     NR*      Baa         2,615      Mississippi Hospital Equipment and Facilities Authority Revenue
                                                     Bonds (Riley Memorial Hospital), Series B, 7.125% due 5/01/2022         2,465
                     NR*      P1            800      Perry County, Mississippi, PCR, Refunding (Leaf River Forest
                                                     Project), VRDN, 3.55% due 3/01/2002 (b)                                   800
<PAGE>
Missouri--0.4%       BBB-     NR*         3,000      Joplin, Missouri, IDA, Hospital Facilities Revenue Refunding and
                                                     Improvement Bonds (Tri-State Osteopathic), 8.25% due 12/15/2014         3,148

New Jersey--3.7%     NR*      Baa         4,050      Atlantic County, New Jersey, Utilities Authority, Solid Waste
                                                     Revenue Bonds, 7.125% due 3/01/2016                                     3,901
                                                     Camden County, New Jersey, Pollution Control Financing Authority,
                                                     Solid Waste Resource Recovery Revenue Bonds, AMT:
                     BBB+     Baa1        2,500        Series A, 7.50% due 12/01/2010                                        2,415
                     BBB+     Baa1        7,000        Series B, 7.50% due 12/01/2009                                        6,785
                     AAA      NR*         9,500      New Jersey State, Housing and Mortgage Financing Agency,
                                                     M/F Housing Revenue Refunding Bonds (Presidential Plaza),
                                                     7% due 5/01/2030 (d)                                                    9,389
                     AA-      A1          8,000      Port Authority of New York and New Jersey, Consolidated Revenue
                                                     Bonds, Ninety-First Series, 5.20% due 11/15/2016                        6,517
</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>
New Mexico--1.3%                                     Farmington, New Mexico, PCR, Refunding, Series A:
                     BB       Ba2      $  5,000        (Public Service Company--San Juan Project), 6.40%
                                                       due 8/15/2023                                                      $  4,328
                     A+       Aa3         5,850        (Southern California Edison Company), 7.20% due 4/01/2021             5,983

New York--13.1%                                      Metropolitan Transportation Authority, New York, Service Contract
                                                     Revenue Refunding Bonds, Series 5:
                     BBB      Baa1        3,590        (Commuter Facilities), 6.90% due 7/01/2005                            3,643
                     BBB      Baa1        6,100        (Transit Facilities), 6.90% due 7/01/2005                             6,190
                                                     New York City, New York, GO, UT:
                     A-       Baa1        2,000        Series A, 7.75% due 8/15/2008                                         2,131
                     A-       Baa1        4,600        Series A, 7.75% due 8/15/2012                                         4,875
                     A-       Baa1        5,000        Series A, 7.75% due 8/15/2016                                         5,299
                     A-       Baa1       15,000        Series B, 7.75% due 2/01/2010                                        15,933
                     A-       Baa1        1,555        Series B, 7.75% due 2/01/2013                                         1,652
                     A-       Baa1        5,000        Series C, Subseries C-1, 7.50% due 8/01/2021                          5,152
                     AAA      VMIG1         800      New York City, New York, Municipal Water Finance Authority,
                                                     Water and Sewer System Revenue Bonds, VRDN, Series G, 3.60%
                                                     due 6/15/2024 (b) (h)                                                     800
                     BBB+     Baa1        5,000      New York State, Dormitory Authority, Educational Facilities
                                                     Revenue Bonds (State University), Series B, 5.75% due 5/15/2024         4,165
                                                     New York State, Energy Research and Development Authority,
                                                     Electric Facilities Revenue Bonds (Con Edison Co. of
                                                     New York, Inc. Project), AMT:
                     A+       Aa3         5,000        Series A, 7.50% due 1/01/2026                                         5,252
<PAGE>               A+       Aa3         7,000        Series C, 7.25% due 11/01/2024                                        7,192
                     A        Aa         24,200      New York State, Environmental Facilities Corporation, PCR
                                                     (State Water Revolving Fund), Series E, 6.875% due 6/15/2010           24,951
                     AAA      Aaa         5,000      New York State, Local Government Assistance Corporation Revenue
                                                     Bonds, Series D, 7% due 4/01/2002 (a)                                   5,487
                     A+       Aa         12,000      Triborough Bridge and Tunnel Authority, Revenue Refunding
                                                     Bonds (General Purpose), Series A, 5% due 1/01/2015                     9,669

North Carolina--2.9% NR*      Aa2           900      Halifax County, North Carolina, Industrial Facilities and Pollution
                                                     Control Financing Authority Revenue Bonds (Exempt Facilities--
                                                     Westmoreland), VRDN, 3.75% due 12/01/2019 (b)                             900
                                                     North Carolina HFA, S/F Mortgage Revene Bonds:
                     A+       Aa          5,385        AMT, Series T, 7.05% due 9/01/2020                                    5,359
                     A+       Aa         15,520        Refunding, Series S, 6.95% due 3/01/2017                             15,539
                     NR*      P1          1,000      Wake County, North Carolina, Industrial Facilities and Pollution
                                                     Control Finance Authority Revenue Bonds (Carolina Power and
                                                     Light Company Project), DATES, 3.65% due 3/01/2017 (b)                  1,000

North Dakota--0.5%   A+       Aa          4,090      North Dakota State, HFA, S/F Mortgage Revenue Bonds, Series A,
                                                     7% due 7/01/2023                                                        4,089

Ohio--0.7%           AAA      Aaa         3,000      Hamilton, Ohio, Electric System Mortgage Revenue Refunding
                                                     Bonds, Series A, 6% due 10/15/2023 (h)                                  2,751
                     BBB-     Baa         2,000      Montgomery County, Ohio, Health Systems Revenue Bonds
                                                     (Franciscan Sisters of the Poor), Series B-1, 8.10% due 7/01/2018       2,082

Oklahoma--0.1%       A+       A1            730      Oklahoma State Turnpike Authority, Turnpike Revenue Bonds,
                                                     First Senior, Series A, 6.125% due 1/01/2020                              688

Pennsylvania--3.7%                                   Pennsylvania Convention Center Authority, Revenue Refunding
                                                     Bonds, Series A:
                     BB       Ba          9,675        6.70% due 9/01/2014                                                   9,070
                     BB       Ba          7,325        6.75% due 9/01/2019                                                   6,786
                     BBB-     NR*         5,000      Pennsylvania Economic Development Financing Authority,
                                                     Resource Recovery Revenue Bonds (Colver Project), AMT,
                                                     Series D, 7.15% due 12/01/2018                                          4,747
                     AA-      A1         10,000      Pennsylvania State University, Revenue Refunding Bonds,
                                                     Second Series, 5.50% due 8/15/2016                                      8,502
</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>
South Carolina--2.3% A-       A1        $ 7,000      Richland County, South Carolina, PCR, Refunding (Union Camp
                                                     Corporation Project), Series C, 6.55% due 11/01/2020                 $  6,689
                     A+       Aaa        10,125      South Carolina State, Public Service Authority, Revenue Refunding
                                                     Bonds (Santee Cooper), Series B, 7.10% due 7/01/2001 (a)               11,105
<PAGE>
South Dakota--0.3%   BBB      Baa         2,500      South Dakota State, Health and Educational Facilities Authority,
                                                     Revenue Refunding Bonds (Prairie Lakes Health Care),
                                                     7.25% due 4/01/2022                                                     2,367

Tennessee--0.3%      NR*      NR*         1,885      Knox County, Tennessee, Health, Educational, and Housing
                                                     Facilities Board, Hospital Facilities Revenue Bonds (Baptist Health
                                                     Systems of East Tennessee), 8.50% due 4/15/2004                         1,986

Texas--11.7%         BBB      Baa2        5,000      Brazos River Authority, Texas, PCR (Texas Utilities Electric
                                                     Company Project), AMT, Series A, 7.875% due 3/01/2021                   5,243
                     BBB      A           3,900      Ector County, Texas, Hospital District Revenue Bonds (Medical
                                                     Center Hospital), 7.30% due 4/15/2012                                   3,858
                     BBB      Baa1        8,400      Gulf Coast, Texas, Waste Disposal Authority Revenue Bonds
                                                     (Champion International Corporation), AMT, 7.45% due 5/01/2026          8,426
                     A        A2          7,000      Matagorda County, Texas, Navigational District No. 1, PCR
                                                     (Central Power and Light Company Project), 7.50% due 12/15/2014         7,392
                                                     Port Corpus Christi Authority, Texas, Nueces County, PCR
                                                     (Hoechst Celanese Corporation Project):
                     AA-      A2         10,000        AMT, 6.875% due 4/01/2017                                             9,870
                     AA-      A2          9,600        Refunding, 7.50% due 8/01/2012                                       10,160
                     AA-      A2          5,000      Red River Authority, Texas, PCR (Hoechst Celanese Corporation
                                                     Project), AMT, 6.875% due 4/01/2017                                     4,885
                     AA       Aa1         5,960      San Antonio, Texas, Electric and Gas Revenue Refunding Bonds,
                                                     Series B, 6.50% due 2/01/2012                                           5,826
                     NR*      Aa          5,000      Tarrant County, Texas, Health Facilities Development Corp.,
                                                     Health System Revenue Bonds (Harris Methodist Health Systems),
                                                     6% due 9/01/2014                                                        4,537
                                                     Texas National Research Laboratory, Community Financing
                                                     Corporation, Lease Revenue Bonds (Superconducting Super
                                                     Collider Project):
                     A-       A          10,000        6.95% due 12/01/2012                                                 10,350
                     A-       A          16,900        7.10% due 12/01/2021                                                 17,491
                                                     Travis County, Texas, Housing Finance Corporation, Residential
                                                     Mortgage Revenue Refunding Bonds, Series A (f) (g):
                     AAA      NR*         1,045        7% due 12/01/2011                                                     1,034
                     AAA      NR*         2,805        7.05% due 12/01/2025                                                  2,756

Utah--0.3%           AA       NR*         2,280      Utah State, HFA, S/F Mortgage Revenue Bonds, AMT, Series E-2,
                                                     7.15% due 7/01/2024                                                     2,274

Virginia--1.9%       AA+      Aa          8,125      Virginia State, Housing Development Authority, Commonwealth
                                                     Mortgage Revenue Bonds, Series A, 7.10% due 1/01/2025                   8,135
                     AA       Aa          6,600      Virginia State, Transportation Board, Transportation Contract
                                                     Revenue Refunding Bonds (Route 28 Project), 6.50% due 4/01/2018         6,467
<PAGE>
Washington--5.0%                                     Washington State, Public Power Supply Systems Revenue
                                                     Refunding Bonds:
                     AA       Aa          9,235        (Nuclear Project No. 1), Series A, 7% due 7/01/2011                   9,302
                     AA       Aa         19,775        (Nuclear Project No. 1), Series A, 6.875% due 7/01/2017              19,761
                     AA       Aa          5,000        (Nuclear Project No. 2), Series A, 6.30% due 7/01/2012                4,814
                     AA       Aa          5,000        (Nuclear Project No. 2), Series B, 7% due 7/01/2012                   4,979

West Virginia--1.6%  BBB+     A3          7,500      Mason County, West Virginia, PCR, Refunding (Appalachian
                                                     Power Company Project), Series I, 6.85% due 6/01/2022                   7,143
                     BBB+     Baa1        5,500      Randolph County, West Virginia, Building Community Hospital
                                                     Revenue Refunding and Improvement Bonds (Davis Memorial
                                                     Hospital Project), Series A, 7.65% due 11/01/2021                       5,500
</TABLE>


<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>
Wisconsin--0.6%      NR*      A         $ 5,360      Wisconsin State Health and Educational Facilities Authority
                                                     Revenue Bonds (Mercy Hospital of Janesville Incorporated),
                                                     6.60% due 8/15/2022                                                  $  5,030

Puerto Rico--1.4%    A        Baa        10,000      Puerto Rico Commonwealth, Aqueduct and Sewer Authority
                                                     Revenue Bonds, Series A, 7.875% due 7/01/2017                          10,926

Total Investments (Cost--$777,551)--98.6%                                                                                  770,886

Other Assets Less Liabilities--1.4%                                                                                         10,771
                                                                                                                          --------
Net Assets--100.0%                                                                                                        $781,657
                                                                                                                          ========

<FN>
(a)Prerefunded.
(b)The interest rate is subject to change periodically based upon
   the prevailing market rate. The interest rate shown is the rate
   in effect at October 31, 1994.
(c)AMBAC Insured.
(d)FHA Insured.
(e)MBIA Insured.
(f)FNMA Collateralized.
(g)GNMA Collateralized.
(h)FGIC Insured.
  *Not Rated.
 ++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>


PER SHARE INFORMATION (unaudited)

<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>
November 1, 1992 to January 31, 1993          $.34       $.05       $.69           $.28        $.05           $.16        $.03
February 1, 1993 to April 30, 1993             .33        .11        .55            .27         .04             --          --
May 1, 1993 to July 31, 1993                   .32        .04        .32            .28         .04             --          --
August 1, 1993 to October 31, 1993             .32        .07        .44            .28         .04             --          --
November 1, 1993 to January 31, 1994           .33        .20       (.07)           .27         .05            .23         .03
February 1, 1994 to April 30, 1994             .31        .10      (1.79)           .27         .03             --          --
May 1, 1994 to July 31, 1994                   .32         --        .20            .26         .05             --          --
August 1, 1994 to October 31, 1994             .33       (.04)      (.83)           .27         .05             --          --

<CAPTION>
                                                                      Net Asset Value             Market Price**
For the Quarter                                                     High           Low         High           Low       Volume***
<S>                                                               <C>            <C>         <C>            <C>          <C>
November 1, 1992 to January 31, 1993                              $15.31         $14.71      $15.875        $14.75       2,406
February 1, 1993 to April 30, 1993                                 16.32          15.24       16.375         15.50       3,060
May 1, 1993 to July 31, 1993                                       16.45          15.85       16.75          15.625      3,166
August 1, 1993 to October 31, 1993                                 16.99          16.28       16.875         16.25       3,357
November 1, 1993 to January 31, 1994                               16.82          16.35       16.75          15.125      3,287
February 1, 1994 to April 30, 1994                                 16.65          14.63       16.50          13.50       3,670
May 1, 1994 to July 31, 1994                                       15.52          14.68       14.375         13.625      3,341
August 1, 1994 to October 31, 1994                                 15.23          14.35       14.625         11.875      5,570


<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>
<PAGE>

<TABLE>
FINANCIAL INFORMATION
<CAPTION>
Statement of Assets, Liabilities and Capital as of October 31, 1994
<S>                <S>                                                                                  <C>           <C>
Assets:            Investments, at value (identified cost--$777,551,040) (Note 1a)                                    $770,886,099
                   Cash                                                                                                      2,764
                   Receivables:
                     Interest                                                                           $ 15,807,620
                     Securities sold                                                                       9,559,479    25,367,099
                                                                                                        ------------
                   Deferred organization expenses (Note 1e)                                                                 22,480
                   Prepaid expenses and other assets                                                                       218,458
                                                                                                                      ------------
                   Total assets                                                                                        796,496,900
                                                                                                                      ------------


Liabilities:       Payables:
                     Securities purchased                                                                 12,496,746
                     Dividends to shareholders (Note 1g)                                                   1,827,674
                     Investment adviser (Note 2)                                                             336,026    14,660,446
                                                                                                        ------------
                   Accrued expenses and other liabilities                                                                  179,033
                                                                                                                      ------------
                   Total liabilities                                                                                    14,839,479
                                                                                                                      ------------


Net Assets:        Net assets                                                                                         $781,657,421
                                                                                                                      ============


Capital:           Capital Stock (200,000,000 shares authorized) (Note 4):
                     Preferred Stock, par value $.10 per share (5,000 shares of AMPS* issued and
                     outstanding at $50,000 per share liquidation preference)                                         $250,000,000
                     Common Stock, par value $.10 per share (37,061,414 shares issued
                     and outstanding)                                                                   $  3,706,141
                   Paid-in capital in excess of par                                                      519,009,869
                   Undistributed investment income--net                                                    6,136,765
                   Undistributed realized capital gains--net                                               9,469,587
                   Unrealized depreciation on investments--net                                            (6,664,941)
                                                                                                        ------------
                   Total--Equivalent to $14.35 net asset value per share of Common Stock
                   (market price--$12.125)                                                                             531,657,421
                                                                                                                      ------------
                   Total capital                                                                                      $781,657,421
                                                                                                                      ============


                  *Auction Market Preferred Stock.

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

<TABLE>
FINANCIAL INFORMATION (continued)
<CAPTION>
Statement of Operations
                                                                                                                For the Year Ended
                                                                                                                  October 31, 1994
<S>                <S>                                                                                  <C>           <C>
Investment Income  Interest and amortization of premium and discount earned                                           $ 53,111,701
(Note 1d):


Expenses:          Investment advisory fees (Note 2)                                                    $  4,147,735
                   Commission fees (Note 4)                                                                  765,060
                   Transfer agent fees                                                                       128,795
                   Accounting services (Note 2)                                                              100,354
                   Professional fees                                                                          78,009
                   Custodian fees                                                                             59,817
                   Printing and shareholder reports                                                           56,212
                   Directors' fees and expenses                                                               45,480
                   Listing fees                                                                               35,778
                   Pricing fees                                                                               16,726
                   Amortization of organization expenses (Note 1e)                                            10,841
                   Other                                                                                      41,987
                                                                                                        ------------
                   Total expenses                                                                                        5,486,794
                                                                                                                      ------------
                   Investment income--net                                                                               47,624,907
                                                                                                                      ------------


Realized & Unreal- Realized gain on investments                                                                          9,469,638
ized Gain (Loss)   Change in unrealized appreciation/depreciation on investments--net                                  (92,046,200)
on Investments--Net                                                                                                   ------------
(Notes 1d & 3):    Net Decrease in Net Assets Resulting from Operations                                               $(34,951,655)
                                                                                                                      ============


</TABLE>
<PAGE>



<TABLE>
Statements of Changes in Net Assets
<CAPTION>
                                                                                                        For the Year Ended Oct. 31,
Increase (Decrease) in Net Assets:                                                                         1994            1993
<S>                <S>                                                                                  <C>           <C>
Operations:        Investment income--net                                                               $ 47,624,907  $ 47,354,528
                   Realized gain on investments--net                                                       9,469,638     9,699,758
                   Change in unrealized appreciation/depreciation on investments--net                    (92,046,200)   72,689,721
                                                                                                        ------------  ------------
                   Net increase (decrease) in net assets resulting from operations                       (34,951,655)  129,744,007
                                                                                                        ------------  ------------


Dividends &        Investment income--net:
Distributions to     Common Stock                                                                        (39,600,729)  (40,472,606)
Shareholders         Preferred Stock                                                                      (6,723,911)   (5,537,729)
(Note 1g):         Realized gain on investments--net:
                     Common Stock                                                                         (8,671,336)   (5,767,714)
                     Preferred Stock                                                                      (1,008,475)   (1,226,622)
                                                                                                        ------------  ------------
                   Net decrease in net assets resulting from dividends and distributions
                   to shareholders                                                                       (56,004,451)  (53,004,671)
                                                                                                        ------------  ------------


Capital Stock      Value of shares issued to Common Stock shareholders in reinvestment of
Transactions       dividends and distributions                                                             2,807,654    16,748,873
(Note 1e & 4):     Offering costs resulting from the issuance of Preferred Stock                              30,500            --
                                                                                                        ------------  ------------
                   Net increase in net assets derived from capital stock transactions                      2,838,154    16,748,873
                                                                                                        ------------  ------------


Net Assets:        Total increase (decrease) in net assets                                               (88,117,952)   93,488,209
                   Beginning of year                                                                     869,775,373   776,287,164
                                                                                                        ------------  ------------
                   End of year*                                                                         $781,657,421  $869,775,373
                                                                                                        ============  ============


                  *Undistributed investment income--net                                                 $  6,136,765  $  4,836,498
                                                                                                        ============  ============
                   See Notes to Financial Statements.
</TABLE>
<PAGE>


FINANCIAL INFORMATION (concluded)

<TABLE>
Financial Highlights
<CAPTION>
The following per share data and rations have been derived
From information provided in the financial statements.                                   For the Year Ended         For the Period
                                                                                             October 31,            Nov. 29, 1991++
Increase(Decrease)in Net Asset Value:                                                   1994            1993      to Oct. 31, 1992
<S>                    <S>                                                        <C>               <C>             <C>      
Per Share Operating    Net asset value, beginning of period                       $      16.80      $     14.69     $     14.18
Performance:                                                                      ------------      -----------     -----------
                       Investment income--net                                             1.29             1.31            1.18
                       Realized and unrealized gain (loss) on investments--net           (2.23)            2.27             .57
                                                                                  ------------      -----------     -----------
                       Total from investment operations                                   (.94)            3.58            1.75
                                                                                  ------------      -----------     -----------
                       Less dividends and distributions to Common Stock
                       shareholders:
                         Investment income--net                                          (1.07)           (1.11)           (.89)
                         Realized gain on investments--net                                (.23)            (.16)             --
                                                                                  ------------      -----------     -----------
                       Total dividends and distributions                                 (1.30)           (1.27)           (.89)
                                                                                  ------------      -----------     -----------
                       Capital charge resulting from issuance of Common Stock               --               --            (.02)
                                                                                  ------------      -----------     -----------
                       Effect of Preferred Stock activity++++:
                         Dividends and distributions to Preferred Stock 
                         shareholders:
                           Investment income--net                                         (.18)            (.17)           (.19)
                           Realized gain on investments--net                              (.03)            (.03)             --
                         Capital charge resulting from issuance of Preferred 
                         Stock                                                             --                --            (.14)
                                                                                  ------------      -----------     -----------
                         Total effect of Preferred Stock activity                         (.21)            (.20)           (.33)
                                                                                  ------------      -----------     -----------
                       Net asset value, end of period                             $      14.35      $     16.80     $     14.69
                                                                                  ============      ===========     ===========
                       Market price per share, end of period                      $     12.125      $     16.75     $    15.125
                                                                                  ============      ===========     ===========


Total Investment       Based on market price per share                                 (20.94%)          19.91%           7.06%+++
Return:**                                                                         ============      ===========     ===========
                       Based on net asset value per share                               (6.71%)          23.83%           9.99%+++
                                                                                  ============      ===========     ===========


Ratios to Average      Expenses, net of reimbursement                                     .66%             .64%            .58%*
Net Assets:***                                                                    ============      ===========     ===========
                       Expenses                                                           .66%             .64%            .65%*
                                                                                  ============      ===========     ===========
                       Investment income--net                                            5.76%            5.72%           6.08%*
                                                                                  ============      ===========     ===========

<PAGE>
Supplemental           Net assets, net of Preferred Stock, at end of period
Data:                  (in thousands)                                             $    531,657      $   619,775     $   526,287
                                                                                  ============      ===========     ===========
                       Preferred Stock outstanding, at end of period
                       (in thousands)                                             $    250,000      $   250,000     $   250,000
                                                                                  ============      ===========     ===========
                       Portfolio turnover                                               44.27%           25.58%          66.45%
                                                                                  ============      ===========     ===========


Dividends Per Share    Series A--Investment income--net                           $      1,195      $     1,119     $     1,360
On Preferred Stock     Series B--Investment income--net                                  1,466            1,108           1,379
Outstanding:           Series C--Investment income--net                                  1,294            1,131           1,369
                       Series D--Investment income--net                                  1,317            1,111           1,375
                       Series E--Investment income--net                                  1,413            1,083           1,376


                   <FN>
                      *Annualized.
                     **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.
                     ++Commencement of Operations.
                   ++++The Fund's Preferred Stock was issued on December 23, 1991.
                    +++Aggregate total investment return.

                       See Notes to Financial Statements.
</TABLE>



NOTES TO FINANCIAL STATEMENTS

1. Significant Accounting Policies:
MuniYield Fund, Inc. (the "Fund") is registered under
the Investment Company Act of 1940 as a non-diversi-
fied, closed-end management investment company.
The Fund determines and makes available for publi-
cation the net asset value of its Common Stock on a
weekly basis. The Fund's Common Stock is listed
on the New York Stock Exchange under the symbol
MYD. The following is a summary of significant
accounting policies followed by the Fund.
<PAGE>
(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 price 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 their fair value as determined in good
faith by or under the direction of the Board of Directors
of the Fund.

(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 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.

(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 secu-
rity transactions are determined on the identified
cost basis.
<PAGE>
(e) Deferred organization expenses--Deferred organiza-
tion expenses are amortized on a straight-line basis
over a five-year period. Direct expenses relating to the
public offering of the Common and Preferred Stock
were charged to capital at the time of issuance.

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

(g) 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").
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, facil-
ities, 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.


NOTES TO FINANCIAL STATEMENTS (concluded)


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.
<PAGE>
3. Investments:
Purchases and sales of investments, excluding
short-term securities, for the year ended October 31,
1994 were $369,154,748 and $350,322,451, respectively.


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

                             Realized
                               Gains      Unrealized
                             (Losses)       Losses

Long-term investments       $4,400,292    $(6,622,869)
Short-term investments          (1,180)       (42,072)
Financial future contracts   5,070,526             --
                            ----------    -----------
Total                       $9,469,638    $(6,664,941)
                            ==========    ===========


As of October 31, 1994, net unrealized depreciation for
Federal income tax purposes aggregated $6,664,941,
of which $11,470,115 related to appreciated securities
and $18,135,056 related to depreciated securities. The
aggregate cost of investments at October 31, 1994 for
Federal income tax purposes was $777,551,040.


4. Capital Stock Transactions:
The Fund is authorized to issue 200,000,000 shares
of capital stock, including Preferred Stock, par value
$.10 per share, all of which were initially classified as
Common Stock. The Board of Directors is authorized,
however, to reclassify any unissued shares of capital
stock without approval of the holders of Common Stock.

Common Stock
For the year ended October 31, 1994, shares issued
and outstanding increased by 169,647 to 37,061,414 as
a result of dividend reinvestment. At October 31, 1994,
total paid-in capital amounted to $522,716,010.

Preferred Stock
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. The yields
in effect at October 31, 1994 were as follows: Series A,
3.244%; Series B, 3.13%; Series C, 3.03%; Series D,
3.31%; and Series E, 3.20%.
<PAGE>
For the year ended October 31, 1994, there were
5,000 AMPS shares authorized, issued and outstand-
ing with a liquidation preference of $50,000 per share,
plus accumulated and unpaid dividends of $702,710.
Effective December 1, 1994, as a result of a two-for-one
stock split, there will be 10,000 AMPS shares with a
$25,000 liquidation preference per share.

The Fund pays commissions to certain broker-dealers
at the end of each auction at an annnual rate ranging
from 0.25% to 0.375%, calculated on the proceeds of
each auction. For the year ended October 31, 1994,
MLPF&S, an affiliate of FAMI, earned $487,037 as 
commissions.

5. Subsequent Event:
On November 8, 1994, the Fund's Board of Directors
declared an ordinary income dividend to Common
Stock shareholders in the amount of $0.087905 per
share, payable on November 29, 1994 to shareholders of
record as of November 18, 1994.


<AUDIT-REPORT>
INDEPENDENT AUDITORS' REPORT

The Board of Directors and Shareholders of
MuniYield Fund, Inc.:

We have audited the accompanying statement of
assets, liabilities and capital, including the schedule
of investments, of MuniYield Fund, Inc. as of October
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
two-year period then ended and the period November
29, 1991 (commencement of operations) to October 31,
1992. These financial statements and the financial
highlights are the responsibility of the Fund's manage-
ment. Our responsibility is to express an opinion on
these financial statements and the financial highlights
based on our audits.
<PAGE>
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 pro-
cedures included confirmation of securities owned at
October 31, 1994 by correspondence with the cus-
todian 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 MuniYield Fund, Inc. as of October
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
December 5, 1994
</AUDIT-REPORT>


IMPORTANT TAX INFORMATION (unaudited)

All of the net investment income distributions paid 
monthly by MuniYield Fund, Inc. during its taxable year
ended October 31, 1994 qualify as tax-exempt interest 
dividends for Federal income tax purposes.

Additionally, the following table summarizes the per 
share capital gains distributions paid by the Fund 
during the year:
<PAGE>
<TABLE>
<CAPTION>
                                                Payable    Short-Term      Long-Term
                                                 Date     Capital Gains  Capital Gains
<S>                             <S>            <C>          <C>            <C>
Common Stock Shareholders                      12/30/93     $  0.145052    $  0.089996

Preferred Stock Shareholders:   Series A       12/08/93     $ 99.59        $ 57.20
                                               01/05/94     $ 26.94        $ 21.01

                                Series B       12/01/93     $ 61.59        $ 35.38
                                               12/30/93     $ 63.05        $ 41.67

                                Series C       12/01/93     $112.70        $ 64.72
                                               12/30/93     $ 14.60        $ 13.97

                                Series D       12/01/93     $ 95.68        $ 54.95
                                               12/29/93     $ 29.84        $ 22.64

                                Series E       11/23/93     $ 21.03        $ 12.08
                                               12/01/93     $ 27.53        $ 16.06
                                               12/08/93     $ 24.01        $ 14.35
                                               12/15/93     $ 18.96        $ 11.74
                                               12/22/93     $ 21.04        $ 13.65
                                               12/29/93     $  8.60        $  7.02

Please retain this information for your records.
</TABLE>




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