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



FUND LOGO

STRATEGIC
Performance


Annual Report

October 31, 1994




This report, including the financial information herein,
is transmitted to the shareholders of MuniYield Insured
Fund, Inc. for their information. It is not a prospectus,
circular or representation intended for use in the pur-
chase 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 share-
holders, 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
Insured Fund, Inc.
Box 9011
Princeton, NJ
08543-9011
<PAGE>



MuniYield Insured Fund, Inc.


TO OUR SHAREHOLDERS

For the year ended October 31, 1994, the Common
Stock of MuniYield Insured Fund, Inc. earned $1.148
per share income dividends, which includes earned
and unpaid dividends of $0.082. This represents a net
annualized yield of 8.29%, based on a month-end net
asset value of $13.85 per share. Over the same period,
the total investment return on the Fund's Common
Stock was -9.98%, based on a change in per share net
asset value from $16.76 to $13.85, and assuming
reinvestment of $1.152 per share income dividends
and $0.089 per share capital gain distributions.

For the six-month period ended October 31, 1994, the
total investment return on the Fund's Common Stock
was -2.72%, based on a change in per share net asset
value from $14.77 to $13.85, and assuming reinvest-
ment of $0.487 per share income dividends.

The average yields of the Fund's Auction Market
Preferred Stock for the six months ended October 31,
1994 were: Series A, 3.06%; Series B, 3.07%; Series C,
3.13%; Series D, 3.04%; and Series E, 3.03%.

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
addition, the weakness of the US dollar in foreign
exchange markets prolonged stock and bond market
declines.
<PAGE>
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%.

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.
<PAGE>
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 1990s. Real after-tax equivalent
interest rates exceeding 7% represent historically
attractive municipal investments for long-term
investors.

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 regular 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 quarter ended October 31, 1994, we
adopted a somewhat more defensive stance by mod-
estly altering the composition of the portfolio. Our
course of action was to sell discounted securities and
purchase current coupon securities, which increased
the average coupon level of the portfolio. Within this
framework, we concentrated on increasing the Fund's
holdings of high tax state issues because we believe
that the yield ratio to other municipal bonds will
decline as we go out to 1995-1996.
<PAGE>
We kept cash reserves at a minimum in order to seek
to take advantage of the steep yield spread between
short-term and long-term interest rates. As of
October 31, 1994, the yield spread was 300 basis
points, which continued to generate positive benefits
to Common Stock shareholders, derived from the
leveraging of the Preferred Stock. However, should the
spread between short-term and long-term interest
rates narrow, the benefits of the leverage will decline
and, as a result, reduce the yield of the Fund's
Common Stock. (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
Insured Fund, Inc., and we look forward to assisting
you with your financial needs in the months and
years ahead.

Sincerely,


(Arthur Zeikel)
Arthur Zeikel
President


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


December 2, 1994




THE BENEFITS AND RISKS OF LEVERAGING

MuniYield Insured 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 prevail-
ing 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 there-
fore the Common Stock shareholders are the benefici-
aries of the incremental yield. However, if short-term
interest rates rise, narrowing the differential between
short-term and long-term interest rates, the incremental
yield pick-up on the Common Stock will be reduced. At
the same time, the market value on the fund's Common
Stock (that is, its price as listed on the 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.




<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--0.4%        NR*      NR*      $  3,500      Huntsville, Alabama, Health Care Authority Facilities Revenue
                                                     Bonds, Series B, 6.625% due 6/01/2023 (d)                            $  3,500

Arizona--1.1%        SP-1     MIG2        6,000      Maricopa County, Arizona, CP, TAN, 5% due 7/28/1995                     6,032
                     A1+      VMIG1       1,100      Maricopa County, Arizona, IDA, Hospital Facility Revenue
                                                     Bonds (Samaritan Health Services Hospital),
                                                     VRDN, Series B2, 3.70% due 12/01/2008 (a) (d)                           1,100
                     A1+      NR*         2,500      Phoenix, Arizona, IDA, M/F Housing Revenue Refunding Bonds
                                                     (Lynwood Apartments Projects), VRDN, 3.05% due 10/01/2025 (a)           2,500
                     AA       P1          1,000      Pinal County, Arizona, IDA, PCR (Magma Copper/Newmont
                                                     Mining Corp.), VRDN, 3.70% due 12/01/2009 (a)                           1,000

Arkansas--0.6%       AAA      NR*         2,625      Arkansas State Development Finance Authority, S/F Mortgage
                                                     Revenue Bonds, Series C, 6.60% due 7/01/2017 (j) (k)                    2,556
                     NR*      P1            350      Crosset, Arkansas, PCR (Georgia Pacific Corp. Project), VRDN,
                                                     3.40% due 10/01/2007 (a)                                                  350
                     A1+      Aaa         1,700      Little Rock, Arkansas, Health Facilities Board Hospital Revenue
                                                     Bonds (Southwest Hospital Capital Guaranty), VRDN, 3.525%
                                                     due 10/01/2018 (a)                                                      1,700
                     AAA      Aaa         1,500      North Little Rock, Arkansas, Electric Revenue Refunding Bonds,
                                                     Series A, 6.50% due 7/01/2010 (d)                                       1,531

California--16.4%    AAA      Aaa         6,550      Anaheim, California, Public Financing Authority, Revenue
                                                     Refunding Bonds (Anaheim Electric Utilities Projects), 5.625%
                                                     due 10/01/2022 (d) (l)                                                  5,564
                                                     California HFA, Revenue Bonds, AMT:
                     AA-      Aa          4,000        RIB, 9.111% due 8/01/2023 (i)                                         3,470
                     AAA      Aaa         2,090        Series E, 7% due 8/01/2026 (d)                                        2,087
                     AAA      Aaa        10,000      California State, GO, 6% due 5/01/2018 (b)                              9,144
                                                     California State Public Works Board Lease Revenue Bonds:
                     AAA      Aaa         4,000        (Department of Corrections--California State Prison),
                                                       Series B, 5.375% due 12/01/2019 (d)                                   3,277
                     A        A           8,500        (Department of Corrections--Monterey County),
                                                       Series A, 7% due 11/01/2019                                           8,480
                     A-       A           3,500        Refunding (Various University of California Projects), Series A,
                                                       5.50% due 6/01/2021                                                   2,810
                     A-       A           2,750        (University of California Project), Series A, 6.375% 
                                                       due 10/01/2019                                                        2,539
                     AAA      Aaa         3,000        (Various University of California Projects), Series A, 6.40%
                                                       due 12/01/2016 (b)                                                    2,920
                     A-       A1          4,000        (Various University of California Projects), Series B, 6.625%
                                                       due 12/01/2019                                                        3,810
</TABLE>
<PAGE>

PORTFOLIO ABBREVIATIONS


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


AMT        Alternative Minimum Tax (subject to)
COP        Certificates of Participation
CP         Commercial Paper
DATES      Daily Adjustable Tax-Exempt Securities
EDA        Economic Development Authority
GO         General Obligation Bonds
HFA        Housing Finance Authority
IDA        Industrial Development Authority
IDR        Industrial Development Revenue Bonds
M/F        Multi Family
PCR        Pollution Control Revenue Bonds
RIB        Residual Interest Bonds
RAN        Revenue Anticipation Notes
S/F        Single Family
TAN        Tax Anticipation Notes
TRAN       Tax Revenue Anticipation Notes
UPDATES    Unit Priced Daily Adjustable Tax-Exempt
             Securities
UT         Unlimited Tax
VRDN       Variable Rate Demand Notes

<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>
California           AAA      Aaa      $  5,000      California State, RAN, Series C, 5.75% due 4/25/1996 (c)             $  5,064
(concluded)          AAA      Aaa         5,000      Calleguas-Las Virgines, California, Public Financing Authority
                                                     Installment Purchase, Revenue Refunding Bonds (Calleguas
                                                     Municipal Water District Project), 5.125% due 7/01/2014 (c)             4,047
                     AAA      Aaa         5,000      Contra Costa, California, Water District, Water Revenue Bonds,
                                                     Series D, 6.375% due 10/01/2022 (b)                                     4,783
                     AA       Aa          6,000      Los Angeles, California, Department of Water and Power,
                                                     Electric Plant Revenue Bonds, Crossover Refunding,  
                                                     Second Issue, 5.25% due 11/15/2026                                      4,671
                     AA       Aa          4,500      Los Angeles, California, Department of Water and Power,
                                                     Waterworks Revenue Cross Refunding Bonds, 5.25% due 4/15/2018           3,625
                                                     Los Angeles, California, Wastewater System Revenue Bonds:
                     AAA      Aaa        16,000        Refunding, Series A, 5.70% due 6/01/2020 (d)                         13,809
                     AAA      Aaa         3,000        Series A, 5.875% due 6/01/2024 (d)                                    2,638
                     AAA      Aaa         3,250        Series B, 6% due 6/01/2022 (b)                                        2,965
                     AAA      Aaa         5,000      Los Angeles County, California, Transportation Commission,
                                                     Sales Tax Revenue Refunding Bonds, AMT, Series B, 6.50%
                                                     due 7/01/2015 (c)                                                       4,916
                                                     M-S-R Public Power Agency, California, Revenue Bonds
                                                     (San Juan Project), Series E (d):
                     AAA      Aaa         8,210        6.75% due 7/01/2011                                                   8,327
                     AAA      Aaa         4,750        6% due 7/01/2022                                                      4,311
                     AAA      Aaa         2,190      Northern California Transmission Revenue Bonds
                                                     (California-Oregon Transmission Project), Series A,
                                                     6.50% due 5/01/2016 (d)                                                 2,150
                     AAA      Aaa         3,000      Orange County, California, Financing Authority, Tax Allocation
                                                     Revenue Refunding Bonds, Series A, 6.25% due 9/01/2014 (d)              2,875
                     AAA      Aaa         3,000      Redwood City, California, Public Financing Authority,
                                                     Local Agency Revenue Refunding Bonds, Series A,
                                                     6.50% due 7/15/2011 (b)                                                 2,987
                     AAA      Aaa         3,000      Sacramento County, California, COP, Refunding
                                                     (Sacramento Main Detention), 5.75% due 6/01/2015 (d)                    2,644
                     SP-1+    NR*         5,600      San Diego, California, Area Local Government, COP, TRAN,
                                                     4.50% due 6/30/1995                                                     5,611
                     A+       Aa3         4,000      San Diego, California, IDR, Refunding (San Diego Gas &
                                                     Electric), Series C, 5.90% due 9/01/2018                                3,535
                     AAA      Aaa         6,000      San Francisco, California, City and County Airports,
                                                     Revenue Bonds (Commerce International Airports), AMT,  
                                                     2nd Series, 6.60% due 5/01/2024 (b)                                     5,774
                     AAA      Aaa         3,000      San Francisco, California, City and County Sewer Revenue
                                                     Refunding Bonds, 5.375% due 10/01/2022 (c)                              2,443
<PAGE>               AAA      Aaa         5,375      San Mateo County, California, Joint Powers Financing Authority,
                                                     Lease Revenue Bonds (San Mateo County Health Care Center),
                                                     Series A, 5.75% due 7/15/2022 (e)                                       4,651
                     AAA      Aaa         3,000      Southern California Public Power Authority, Transmission
                                                     Project, Revenue Refunding Bonds, Sub-series A, 5.25%
                                                     due 7/01/2020 (d)                                                       2,408
                     NR*      Aa          5,700      University of California, COP, Refunding (UCLA Center Chiller/
                                                     Cogen Project), 5.60% due 11/01/2020                                    4,677
                     AAA      Aaa         5,000      University of California, Revenue Bonds (Multiple Purpose
                                                     Projects), Series D, 6.375% due 9/01/2024 (d)                           4,778
                                                     West Covina, California, COP, GO (Queen of the Valley Hospital):
                     A        A           5,410        6.50% due 8/15/2014                                                   5,061
                     A        A           2,500        6.50% due 8/15/2019                                                   2,326
</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>
Colorado--0.7%       AAA      Aaa      $  3,200      Denver, Colorado, City and County, COP (School District No. 001),
                                                     Series B, 6.75% due 12/01/2002 (d) (g)                               $  3,431
                     AAA      Aaa         2,500      Douglas County, Colorado, School District No. 1 (Douglas and Elbert
                                                     Counties Improvement), Series A, 6.50% due 12/15/2016 (d)               2,468
                     AAA      Aaa         1,000      Eagle, Garfield and Routt Counties, Colorado, School District  
                                                     No. 50J, UT, 6.30% due 12/01/2012 (c)                                     980

Connecticut--0.4%    AAA      Aaa         3,500      Connecticut State HFA, Revenue Bonds (Mortgage
                                                     Finance Program), Series B, 6.75% due 11/15/2023 (d)                    3,430

Delaware--1.1%       AAA      Aaa         2,000      Delaware River and Bay Authority, Revenue Refunding Bonds,
                                                     4.75% due 1/01/2024 (d)                                                 1,475
                     AAA      Aaa         8,490      Delaware State EDA, PCR, Refunding (Delmarva Power Project),
                                                     Series B, 7.15% due 7/01/2018 (c)                                       8,709
 
District of          AAA      Aaa         7,000      District of Columbia, UT, Series B, 6.10% due 6/01/2011 (d)             6,616
Columbia--3.0%                                       Metropolitan of Washington, D.C., Airport Authority,
                                                     Revenue Bonds, AMT, Series A (d):
                     AAA      Aaa        20,100        6.625% due 10/01/2019                                                19,376
                     AAA      Aaa         3,000        5.50% due 10/01/2024                                                  2,445

Florida--2.0%        A1+      VMIG1       3,000      Dade County, Florida, Water and Sewer System Revenue Bonds,
                                                     VRDN, 3.30% due 10/05/2022 (a) (c)                                      3,000
                     AA       Aa          3,500      Florida HFA, S/F Mortgage Revenue Bonds, AMT, Series B,
                                                     6.65% due 7/01/2026                                                     3,298
                     AAA      Aaa         9,940      Orange County, Florida, Tourist Development Tax, Revenue
                                                     Refunding Bonds, Series B, 6.50% due 10/01/2019 (b)                     9,854
                     NR*      VMIG1         200      Palm Beach County, Florida, Water and Sewer Revenue Bonds,
                                                     VRDN, 3.70% due 10/01/2011 (a)                                            200
                     A1       VMIG1         300      Pinellas County, Florida, Health Facilities Authority, Revenue
                                                     Refunding Bonds (Pooled Hospital Loan Project), DATES, 3.70%
                                                     due 12/01/2015 (a)                                                        300
                     A1       VMIG1       1,900      Saint Lucie County, Florida, PCR, Refunding (Florida Power &
                                                     Light Company Project), VRDN, 3.75% due 1/01/2026 (a)                   1,900
<PAGE>
Georgia--4.4%        AAA      Aaa         4,000      Atlanta, Georgia, COP (Atlanta Pre-trial Detention Center),
                                                     6.25% due 12/01/2017 (d)                                                3,772
                     AAA      Aaa         3,000      Chatam County, Georgia, School District Revenue Bonds,
                                                     GO, UT, 6.75% due 8/01/2018 (d)                                         3,011
                     AAA      Aaa        10,000      Georgia Municipal Electric Authority Power Revenue Bonds,
                                                     Series EE, 6.40% due 1/01/2023 (b)                                      9,596
                     AAA      Aaa         8,955      Metropolitan Atlanta Rapid Transportation Authority, Georgia,
                                                     Sales Tax Revenue Bonds, Series O, 6.55% due 7/01/2020 (c)              8,833
                     AAA      Aaa         6,000      Municipal Electric Authority, Georgia (Project One),
                                                     Sub-series A, 6.25% due 1/01/2014 (b)                                   5,754
                     AAA      Aaa        10,800      Municipal Electric Authority, Georgia, Special Obligation Bonds
                                                     (Fifth Crossover Series--Project One), 6.40% due 1/01/2013 (b)         10,583

Hawaii--1.8%         AAA      Aaa        17,145      Hawaii State Airport Systems Revenue Bonds, AMT, Second Series,
                                                     6.75% due 7/01/2021 (d)                                                16,913

Illinois--8.0%                                       Chicago, Illinois, GO (Central Public Library) (b) (g):
                     AAA      Aaa         7,000        Series B, 6.85% due 7/01/2002                                         7,535
                     AAA      Aaa         3,400        Series C, 6.85% due 7/01/2002                                         3,673
                     AAA      Aaa         8,200      Chicago, Illinois, Midway Airport Revenue Bonds, AMT, Series A,
                                                     6.25% due 1/01/2024 (d)                                                 7,514
</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             AAA      Aaa      $  2,750      Chicago, Illinois, O'Hare International Airport, Special Facilities
(concluded)                                          Revenue Bonds (International Terminal), AMT, 6.75% due
                                                     1/01/2012 (d)                                                        $  2,751
                     AAA      Aaa        12,000      Chicago, Illinois, Public Building Commission, Building Revenue
                                                     Bonds, Series A, 6.50% due 1/01/2018 (d) (h)                           12,201
                     AAA      Aaa         3,690      Cook County, Illinois, Community Consolidated School District,
                                                     GO, UT (No. 054--Schaumburg Township), Series A, 6.50% due
                                                     1/01/2010 (c)                                                           3,675
                                                     Cook County, Illinois, GO, UT:
                     AAA      Aaa         7,000        6.75% due 11/01/2001 (b) (g)                                          7,539
                     AAA      Aaa        15,000        Series A, 6.60% due 11/15/2022 (d)                                   14,489
                                                     Illinois Health Facilities Authority Revenue Bonds:
                     AAA      Aaa         6,000        Refunding (Carle Foundation), Series A, 6.75% due 1/01/2010 (c)       6,077
                     A+       A           1,500        Refunding (Lutheran General Health), Series C, 7% due 4/01/2014       1,520
                     AAA      Aaa         8,545        (Rockford Memorial Hospital), Series B, 6.75% due 8/15/2018 (b)       8,375

Indiana--2.0%        AAA      Aaa        10,000      Indiana Health Facilities Financing Authority, Hospital Revenue
                                                     Bonds (Lutheran Hospital of Indiana, Inc.), 7% due 2/15/2019 (b)       10,062
                     AAA      Aaa         5,000      Indianapolis, Indiana, Gas Utility Revenue Bonds, Series A,
                                                     6.20% due 6/01/2023 (c)                                                 4,612
                     A+       NR*         2,350      Indianapolis, Indiana, Local Public Improvement Revenue
                                                     Refunding Bonds, Series D, 6.75% due 2/01/2020                          2,240
                     AAA      Aaa         2,000      Monroe County, Indiana, Hospital Authority Revenue Bonds
                                                     (Bloomington Hospital Project), 6.70% due 5/01/2012 (d)                 2,004
<PAGE>
Iowa--0.2%           A1+      NR*         2,300      Iowa Finance Authority, Solid Waste Disposal Revenue Bonds
                                                     (Cedar River Paper Company Project), VRDN, Series A,
                                                     3.80% due 6/01/2024 (a)                                                 2,300

Kansas--2.2%         AAA      Aaa        20,250      Burlington, Kansas, PCR, Refunding (Kansas Gas and Electric
                                                     Company Project), 7% due 6/01/2031 (d)                                 20,505

Kentucky--0.9%       AAA      Aaa         9,030      Owensboro, Kentucky, Water Revenue Improvement and
                                                     Refunding Bonds, 6.25% due 9/15/2017 (c)                                8,628

Maryland--1.2%       AAA      Aaa         8,700      Maryland State Health and Higher Educational Facilities
                                                     Authority, Revenue Refunding Bonds (University of Maryland
                                                     Medical System), 5% due 7/01/2020 (c)                                   6,672
                     AAA      Aaa         5,000      Maryland State Transportation Authority, Special Obligation
                                                     Revenue Bonds (Baltimore/Washington International Airport
                                                     Project), AMT, Series A, 6.25% due 7/01/2014 (c)                        4,714

Massachusetts--3.2%  AAA      Aaa         4,000      Massachusetts Municipal Wholesale Electric Company, Power Supply
                                                     System Revenue Refunding Bonds, Series B, 5% due 7/01/2017 (d)          3,127
                                                     Massachusetts State Health and Higher Educational Facilities
                                                     Authority Revenue Bonds (c):
                     AAA      Aaa         6,400        (Bay State Medical Center), Series D, 5.50% due 7/01/2016             5,412
                     AAA      Aaa         7,130        (New England Medical Center Hospitals), Series F, 6.625%
                                                       due 7/01/2025                                                         6,996
                     AAA      Aaa         5,000      Massachusetts State Industrial Finance Agency Revenue Bonds
                                                     (Brandeis University), Series C, 6.80% due 10/01/2019 (d)               5,016
                     AAA      Aaa        11,000      Massachusetts State Water Resources Authority, Series A,
                                                     6% due 8/01/2024 (d)                                                    9,985
</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>
Michigan--3.7%       A1+      VMIG1    $    800      Grand Rapids, Michigan, Water Supply Systems, Revenue
                                                     Refunding Bonds, VRDN, 3.70% due 1/01/2020 (a) (d)                   $    800
                     A-       A           2,900      Michigan State Hospital Finance Authority, Revenue Refunding
                                                     Bonds (Detroit Medical Center Obligation Group), Series A,
                                                     6.50% due 8/15/2018                                                     2,649
                     AAA      Aaa        21,750      Michigan State Strategic Fund, Limited Obligation Revenue
                                                     Refunding Bonds (Detroit--Edison Company Pollution Project),
                                                     6.875% due 12/01/2021 (c)                                              22,034
                                                     Monroe County, Michigan, PCR (Detroit Edison County College),
                                                     AMT (d):
                     AAA      Aaa         5,000        Series CC, 6.55% due 6/01/2024                                        4,829
                     AAA      Aaa         5,000        Series I-B, 6.55% due 9/01/2024                                       4,828
<PAGE>

Minnesota--0.7%                                      Minnesota State HFA, S/F Mortgage Revenue Bonds, AMT:
                     AA+      Aa          3,800        Series H, 6.50% due 1/01/2026                                         3,551
                     AA+      Aa          3,000        Series L, 6.70% due 7/01/2020                                         2,910

Missouri--0.5%       NR*      Baa1        6,000      Missouri State Health and Educational Facilities Authority,
                                                     Health Facilities Revenue Refunding Bonds (Jefferson Memorial
                                                     Hospital Association Project), 6% due 8/15/2023                         4,883

Nevada--5.3%                                         Humboldt County, Nevada, PCR, Refunding (Sierra Pacific Power
                                                     Company Project) (b):
                     AAA      Aaa        14,250        6.55% due 10/01/2013                                                 14,022
                     AAA      Aaa         4,500        Series A, 6.30% due 7/01/2022                                         4,189
                                                     Las Vegas, Nevada, GO, Refunding (c):
                     AAA      Aaa         4,180        6.60% due 10/01/2010                                                  4,176
                     AAA      Aaa         4,470        6.60% due 10/01/2011                                                  4,447
                     AAA      Aaa         4,770        6.60% due 10/01/2012                                                  4,720
                     AAA      Aaa         2,400      Reno, Nevada, Hospital Revenue Bonds (Saint Mary's Regional
                                                     Medical Center), Series A, 6.70% due 7/01/2021 (d)                      2,341
                     AAA      Aaa         2,000      Washoe County, Nevada, Gas and Water Facilities, Revenue Refunding
                                                     Bonds (Sierra Pacific Power Company), 6.30% due 12/01/2014 (b)          1,891
                     AAA      Aaa        15,000      Washoe County, Nevada, Gas Facilities Revenue Bonds
                                                     (Sierra Pacific Power Company), AMT, 6.65% due 12/01/2017 (b)          14,336

New Hampshire--      AAA      Aaa         7,660      New Hampshire Higher Educational and Health Facilities
0.7%                                                 Authority Revenue Bonds (Elliot Hospital of Manchester),
                                                     6.25% due 10/01/2021 (b)                                                7,089

New Jersey--1.5%                                     New Jersey State Housing and Mortgage Finance Agency,
                                                     Revenue Bonds (Home Buyer), AMT (d):
                     AAA      Aaa         4,695        Series K, 6.375% due 10/01/2026                                       4,322
                     NR*      NR*         5,000        Series M, 6.95% due 10/01/2022                                        4,969
                     AAA      Aaa         5,000      Port Authority of New York and New Jersey, Consolidated
                                                     Revenue Bonds, AMT, 96th Series, 6.60% due 10/01/2023 (c)               4,868

New Mexico--1.4%     AAA      Aaa        10,275      Farmington, New Mexico, PCR, Refunding (Southern California
                                                     Edison Company), Series A, 5.875% due 6/01/2023 (d)                     8,967
                     AAA      Aaa         1,600      New Mexico Educational Assistance Foundation, Student Loan
                                                     Revenue Bonds, AMT, Series A, 6.85% due 4/01/2005 (b)                   1,651
                     AAA      Aaa         3,000      Santa Fe, New Mexico, Revenue Bonds, Series A, 6.30%
                                                     due 6/01/2024 (b)                                                       2,842
</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>
New York--8.5%       BBB      Baa1     $ 10,980      Metropolitan Transportation Authority, New York, Service Contract 
                                                     Revenue Refunding Bonds (Transit Facilities), Series 5,
                                                     7% due 7/01/2012                                                     $ 11,028
                                                     New York City, New York, GO, UT:
                     A-       Baa1        2,210        Series C, Sub-series C-1, 7.50% due 8/01/2019                         2,277
                     A-       Baa1        1,000        Series D, 7.50% due 2/01/2016                                         1,031
                     A-       Baa1       12,000        Series D, 7.50% due 2/01/2019                                        12,353
                     A-       Baa1        5,000        Series H, 7.10% due 2/01/2011                                         5,019
                     A-       Baa1        3,000        Series H, 7% due 2/01/2019                                            2,955
                     A-       Baa1        1,925        Series H, 7% due 2/01/2020                                            1,893
                     AAA      Aaa         6,650      New York City, New York, GO, UT, Refunding, Series C,
                                                       Subseries C-1, 6.625% due 8/01/2002 (d) (g)                           7,095
                     SP-1+    MIG1++      7,000      New York City, New York, UT, TAN, Series A, 4.25% due 2/15/1995         7,010
                                                     New York State Dormitory Authority Revenue Refunding Bonds
                                                     (State University Educational Facilities):
                     BBB+     Baa1        7,595        Refunding, Series B, 7% due 5/15/2016                                 7,595
                     BBB+     Baa1        6,250        Series A, 6% due 5/15/2022                                            5,464
                     AAA      Aaa         5,000      New York State Energy Research and Development Authority,
                                                     PCR, Refunding (Rochester Gas and Electric Project), AMT,
                                                     Series B, 6.50% due 5/15/2032 (d)                                       4,758
                     AAA      Aaa         1,750      New York State Medical Care Facilities Finance Agency
                                                     Revenue Bonds (Mental Health Services), Series A, 5.25%
                                                     due 8/15/2023 (e)                                                       1,376
                     AAA      Aaa         4,050      New York State Thruway Authority, General Revenue Bonds,
                                                     Series A, 5.50% due 1/01/2023 (c)                                       3,384
                     BBB      Baa1        2,950      New York State Urban Development Corporation, Correctional
                                                     Capital Facilities Revenue Bonds, Series 4, 5.375% due 1/01/2023        2,307
                     A+       Aa          6,000      Triborough Bridge and Tunnel Authority, New York, Revenue Bonds
                                                     (General Purposes), Series A, 5.20% due 1/01/2020                       4,831
  
North Dakota--0.2%   AAA      Aaa         2,500      Grand Forks, North Dakota, Health Care Facilities Revenue Bonds
                                                     (United Hospital Obligated Group), 6.25% due 12/01/2024 (d)             2,301

Ohio--2.1%           AAA      Aaa         3,000      Columbus, Ohio, Municipal Airport Authority, Revenue
                                                     Improvement Bonds (Port Columbus International Airport), AMT,
                                                     Series A, 6.25% due 1/01/2024 (d)                                       2,788
                     AAA      Aaa        14,735      Cuyahoga County, Ohio, Hospital Improvement and Revenue
                                                     Refunding Bonds (University Hospital Health Systems), Series A,
                                                     6.875% due 1/15/2019 (f)                                               14,803
                     AAA      Aaa         2,500      Ohio State Higher Educational Facilities Commission, Mortgage
                                                     Revenue Bonds (University of Dayton Project), 6.60%
                                                     due 12/01/2017 (c)                                                      2,485
<PAGE>
Oregon--0.4%         A+       A1          3,750      Portland, Oregon, Sewer System Revenue Bonds, Series A, 6.25%
                                                     6/01/2015                                                               3,563

Pennsylvania--2.3%   AAA      Aaa         5,000      Bristol Township, Pennsylvania, School District, GO, Series A,
                                                     6.625% due 2/15/2002 (d) (g)                                            5,332
                     AAA      Aaa        16,000      Montgomery County, Pennsylvania, IDA, PCR, Refunding
                                                     (Philadelphia Electric Company), Series B, 6.70% 
                                                     due 12/01/2021 (d)                                                     15,959
</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--6.3%                                 South Carolina State Port Authority Revenue Bonds, AMT (b):
                     AAA      Aaa      $  4,560        6.625% due 7/01/2011                                               $  4,463
                     AAA      Aaa        10,250        6.75% due 7/01/2021                                                   9,893
                                                     South Carolina State Public Service Authority, Revenue Bonds
                                                     (Santee Cooper), Series D (b):
                     AAA      Aaa        17,375        6.50% due 7/01/2002 (g)                                              18,452
                     AAA      Aaa         9,900        6.50% due 7/01/2014                                                   9,684
                     AAA      Aaa        12,500      South Carolina State Public Service Authority, Revenue Refunding
                                                     Bonds, Series A, 5.50% due 7/01/2021 (d)                               10,351
                     AAA      Aaa         7,000      Spartanburg County, South Carolina, Hospital Facilities Revenue
                                                     Refunding Bonds (Spartanburg General Hospital System), Series A,
                                                     6.625% due 4/15/2022 (e)                                                6,781

Tennessee--2.1%                                      Johnson City, Tennessee, Health and Educational Facilities
                                                     Board, Hospital Revenue Refunding and Improvement Bonds
                                                     (Johnson City Medical Center) (d):
                     AAA      Aaa         7,080        6.75% due 7/01/2001 (g)                                               7,629
                     AAA      Aaa         3,820        6.75% due 7/01/2016                                                   3,827
                     AAA      Aaa         4,450      Metropolitan Nashville Airport Authority, Tennessee, Airport
                                                     Revenue Bonds, Series C, 6.60% due 7/01/2015 (c)                        4,395
                     A+       A1          3,900      Tennessee, Housing Development Agency Mortgage Finance,
                                                     AMT, Series A, 6.90% due 7/01/2025                                      3,779

Texas--6.3%          AAA      Aaa         3,800      Brazos River Authority, Texas, PCR (Texas Utilities Electric
                                                     Company Project), AMT, Series A, 6.75% due 4/01/2022 (b)                3,703
                     AAA      Aaa        12,140      Brazos River Authority, Texas, Revenue Refunding Bonds
                                                     (Houston Light and Power), Series A, 6.70% due 3/01/2017 (b)           12,055
                                                     Corpus Christi, Texas, Improvement and Refunding, GO (c):
                     AAA      Aaa         9,730        6.65% due 3/01/2007                                                   9,927
                     AAA      Aaa         3,500        6.70% due 3/01/2008                                                   3,573
                                                     Harris County, Texas, Toll Road Revenue Refunding Bonds,
                                                     Series A (c):
<PAGE>               AAA      Aaa         9,290        (Senior Lien), 6.50% due 8/15/2002 (g)                                9,871
                     AAA      Aaa         1,750        6.50% due 8/15/2011                                                   1,734
                     AAA      Aaa         6,885      Houston, Texas, Airport System Revenue Bonds (Sub-Lien), AMT,
                                                     Series A, 6.75% due 7/01/2021 (c)                                       6,710
                     AAA      Aaa        11,795      Matagorda County, Texas, Navigational District No. 1, Revenue
                                                     Refunding Bonds (Houston Light & Power), Series A, 6.70%
                                                     due 3/01/2027 (b)                                                      11,594

Utah--0.9%           AAA      Aaa        10,000      Salt Lake City, Utah, Airport Revenue Bonds, AMT, Series A,
                                                     6.125% due 12/01/2022 (c)                                               8,975

Virginia--0.1%       AAA      Aa2           900      Peninsula Ports Authority, Virginia, Port Facility Revenue 
                                                     Refunding Bonds (Shell Oil Company Project), UPDATES, AMT,
                                                     CP, Series A, 3.65% due 12/01/2005 (a)                                    900

Washington--5.3%     AAA      Aaa         9,495      Port Seattle, Washington, Revenue Bonds (Sub-Lien) Series C,
                                                     6.625% due 8/01/2017 (d)                                                9,335
                                                     Seattle, Washington, Metropolitan Seattle Municipality Sewer
                                                     Revenue Bonds:
                     AAA      Aaa        10,560        Series U, 6.60% due 1/01/2032 (c)                                    10,136
                     AAA      Aaa         1,750        Series W, 6.25% due 1/01/2022 (d)                                     1,633
</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>
Washington           AAA      Aaa      $  5,115      Snohomish County, Washington, Public Utility District No. 001,
(concluded)                                          Electric Revenue Refunding Bonds (Generation System), UT,
                                                     6% due 1/01/2018 (c)                                                 $  4,586
                     AAA      Aaa         2,000      University of Washington Alumni Association, Lease Revenue
                                                     Bonds (University of Washington Medical Center-Roosevelt II),
                                                     6.25% due 8/15/2012                                                     1,899
                     A+       A1          8,300      Washington State Health Care Facilities Authority Revenue Bonds
                                                     (Children's Hospital and Medical Center), 6% due 10/01/2022             7,426
                                                     Washington State Public Power Supply Systems, Revenue
                                                     Refunding Bonds (Nuclear Project No. 1), Series A (d):
                     AAA      Aaa         5,000        5.70% due 7/01/2017                                                   4,296
                     AAA      Aaa        11,175        6.25% due 7/01/2017                                                  10,407

West Virginia--0.9%  AAA      Aaa         4,425      Harrison County, West Virginia, Commonwealth Solid Waste Disposal,  
                                                     Revenue Bonds (Monongahela Power), AMT, Series C,
                                                     6.75% due 8/01/2024 (b)                                                 4,287
                     AAA      Aaa         1,300      Putnam County, West Virginia, PCR, Refunding (Appalachian
                                                     Power Company Project), Series D, 5.45% due 6/01/2019 (b)               1,068
<PAGE>               AAA      Aaa         2,800      West Virginia School Building Authority, Revenue and Capital
                                                     Improvement Bonds, Series B, 6.75% due 7/01/2017 (d)                    2,758

Wisconsin--1.3%      AA       Aa          2,000      Wisconsin, Housing & Economic Development Authority, Home
                                                     Ownership Revenue Bonds, AMT, Series B, 6.75% due 9/01/2025             1,901
                     AAA      Aaa         6,000      Wisconsin State Health and Educational Facilities Authority 
                                                     Revenue Bonds (Aurora Health Care Obligated Group), 5.25%
                                                     due 8/15/2023 (d)                                                       4,682
                                                     Wisconsin State Health and Educational Facilities Authority,
                                                     Revenue Refunding Bonds (Wheaton-Franciscan Services) (d):
                     AAA      Aaa         3,955        6.50% due 8/15/2011                                                   3,841
                     AAA      Aaa         2,000        6% due 8/15/2015                                                      1,802

Wyoming--0.1%        NR*      P1            800      Unita County, Wyoming, PCR, Refunding (Chevron USA Inc.,
                                                     Project), VRDN, 3.60% due 8/15/2020 (a)                                   800

Puerto Rico--0.0%    A1       VMIG1         400      Puerto Rico Commonwealth, Government Development Bank
                                                     Refunding Bonds, VRDN, 3.10% due 12/01/2015 (a)                           400

Total Investments (Cost--$965,940)--100.2%                                                                                 947,486

Variation Margin on Futures Contracts**--0.0%                                                                                   46
Liabilities in Excess of Other Assets--(0.2)%                                                                               (1,902)
                                                                                                                          --------
Net Assets--100.0%                                                                                                        $945,630
                                                                                                                          ========


<FN>
(a)The interest rate is subject to change periodically based upon
   prevailing market rates. The interest rate shown is the rate
   in effect at October 31, 1994.
(b)AMBAC Insured.
(c)FGIC Insured.
(d)MBIA Insured.
(e)FSA Insured.
(f)BIG Insured.
(g)Prerefunded.
(h)Escrowed to maturity.
(i)The interest rate is subject to change periodically and inversely
   based upon prevailing market rates. The interest rate shown
   is the rate in effect at October 31, 1994.
(j)FNMA Collateralized.
(k)GNMA Collateralized.
(l)Portion of security held in connection with open futures contracts.
 ++Highest short-term rating by Moody's Investors Service, Inc.
  *Not Rated.
 **Financial futures contracts sold as of October 31, 1994 were as follows:

                                                  (in thousands)
Number of                          Expiration          Value
Contracts         Issue               Date           (Note 1a)

  1,480      US Treasury Notes    December 1994      ($150,428)

(Total Contract Price--$152,332)                     ($150,428)
                                                  ============
 
Ratings of issues shown have not been audited by Deloitte & Touche LLP.

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



FINANCIAL INFORMATION

<TABLE>
Statement of Assets, Liabilities and Capital as of October 31, 1994
<S>                <S>                                                                             <C>              <C>
Assets:            Investments, at value (identified cost--$965,939,750) (Note 1a)                                  $  947,486,060
                   Cash                                                                                                    527,794
                   Receivables:
                     Securities sold                                                               $   34,085,216
                     Interest                                                                          18,357,898
                     Variation margin (Note 1b)                                                            46,250       52,489,364
                                                                                                   --------------
                   Deferred organization expenses (Note 1e)                                                                 15,186
                   Prepaid expenses and other assets                                                                       124,610
                                                                                                                    --------------
                   Total assets                                                                                      1,000,643,014
                                                                                                                    --------------


Liabilities:       Payables:
                     Securities purchased                                                              52,915,755
                     Dividends to shareholders (Note 1g)                                                1,562,668
                     Investment adviser (Note 2)                                                          407,717       54,886,140
                                                                                                   --------------
                   Accrued expenses and other liabilities                                                                  126,946
                                                                                                                    --------------
                   Total liabilities                                                                                    55,013,086
                                                                                                                    --------------


Net Assets:        Net assets                                                                                       $  945,629,928
                                                                                                                    ==============

Capital:           Capital Stock (200,000,000 shares authorized) (Note 4):
                     Preferred Stock, par value $.10 per share (6,400 shares of AMPS* issued and
                     outstanding at $50,000 per share liquidation preference)                                       $  320,000,000
                     Common Stock, par value $.10 per share (45,187,339 shares issued
                     and outstanding)                                                              $    4,518,734
                     Paid-in capital in excess of par                                                 630,233,103
                   Undistributed investment income--net                                                 7,243,470
                   Undistributed realized capital gains on investments--net                               184,233
                   Unrealized depreciation on investments--net                                        (16,549,612)
                                                                                                   --------------
                   Total--Equivalent to $13.85 net asset value per share of Common Stock
                   (market price--$11.625)                                                                             625,629,928
                                                                                                                    --------------
                   Total capital                                                                                    $  945,629,928
                                                                                                                    ==============

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

                   See Notes to Financial Statements.
</TABLE>




FINANCIAL INFORMATION (continued)

<TABLE>
Statement of Operations
<CAPTION>
                                                                                                                For the Year Ended
                                                                                                                  October 31, 1994
<S>                <S>                                                                               <C>            <C>
Investment Income  Interest and amortization of premium and discount earned                                         $   61,249,626
(Note 1d):


Expenses:          Investment advisory fees (Note 2)                                                 $  5,083,469
                   Commission fees (Note 4)                                                               971,571
                   Transfer agent fees                                                                    150,057
                   Professional fees                                                                      114,122
                   Accounting services (Note 2)                                                            82,794
                   Printing and shareholder reports                                                        64,246
                   Directors' fees and expenses                                                            58,972
                   Custodian fees                                                                          46,478
                   Listing fees                                                                            39,971
                   Pricing fees                                                                            23,625
                   Amortization of organization expenses (Note 1e)                                          6,313
                   Other                                                                                   48,454

                   Total expenses                                                                                        6,690,072
                                                                                                                    --------------
                   Investment income--net                                                                               54,559,554
                                                                                                                    --------------

Realized & Unreal- Realized gain on investments--net                                                                       184,275
ized Gain (Loss)   Change in unrealized appreciation/depreciation on investments--net                                 (120,465,020)
on Investments--                                                                                                    --------------
Net (Notes 1b,     Net Decrease in Net Assets Resulting from Operations                                             $  (65,721,191)
1d & 3):                                                                                                            ==============

</TABLE>
<PAGE>



<TABLE>
Statements of Changes in Net Assets
<CAPTION>
                                                                                                     For the Year Ended October 31,
Increase (Decrease) in Net Assets:                                                                       1994            1993
<S>                <S>                                                                             <C>              <C>
Operations:        Investment income--net                                                          $   54,559,554   $   54,800,742
                   Realized gain on investments--net                                                      184,275       13,666,112
                   Change in unrealized appreciation/depreciation on investments--net                (120,465,020)     102,799,939
                                                                                                   --------------   --------------
                   Net increase (decrease) in net assets resulting from operations                    (65,721,191)     171,266,793
                                                                                                   --------------   --------------

Dividends &        Investment income--net:
Distributions to     Common Stock                                                                     (44,380,022)     (45,166,236)
Shareholders         Preferred Stock                                                                   (7,730,046)      (8,488,818)
(Note 1g):         Realized gain on investments--net:
                     Common Stock                                                                     (11,709,621)      (4,381,621)
                     Preferred Stock                                                                   (1,956,511)        (937,775)
                                                                                                   --------------   --------------
                   Net decrease in net assets resulting from dividends and distributions
                   to shareholders                                                                    (65,776,200)     (58,974,450)
                                                                                                   --------------   --------------

Capital Stock      Value of shares issued to Common Stock shareholders in reinvestment of
Transactions       dividends                                                                                   --        6,696,023
(Notes 1e & 4):    Offering and underwriting costs from the issuance of Common Stock                      (18,766)              --
                   Offering and underwriting costs from the issuance of Preferred Stock                     8,000               --
                                                                                                   --------------   --------------
                   Net increase (decrease) in net assets derived from capital stock 
                   transactions                                                                           (10,766)       6,696,023
                                                                                                   --------------   --------------


Net Assets:        Total increase (decrease) in net assets                                           (131,508,157)     118,988,366
                   Beginning of year                                                                1,077,138,085      958,149,719
                                                                                                   --------------   --------------
                   End of year*                                                                    $  945,629,928   $1,077,138,085
                                                                                                   ==============   ==============
<PAGE>
<FN>
                  *Undistributed investment income--net                                            $    7,243,470   $    4,793,984
                                                                                                   ==============   ==============


                   See Notes to Financial Statements.
</TABLE>



FINANCIAL INFORMATION (concluded)
<TABLE>
Financial Highlights
<CAPTION>
                                                                                                                  For the Period
The following per share data and ratios have been derived                                                             March 27,
from information provided in the financial statements.                                  For the Year Ended           1992++ to
                                                                                            October 31,             October 31,
Increase (Decrease) in Net Asset Value:                                               1994              1993           1992
<S>                     <S>                                                         <C>               <C>            <C>
Per Share Operating     Net asset value, beginning of period                        $     16.76       $     14.27    $     14.18
Performance:                                                                        -----------       -----------    -----------
                        Investment income--net                                             1.20              1.21            .66
                        Realized and unrealized gain (loss) on investments--net           (2.66)             2.59            .16
                                                                                    -----------       -----------    -----------
                        Total from investment operations                                  (1.46)             3.80            .82
                                                                                    -----------       -----------    -----------
                        Less dividends and distributions to Common Stock
                        shareholders:
                          Investment income--net                                           (.98)            (1.00)          (.48)
                          Realized gain on investments--net                                (.26)             (.10)            --
                                                                                    -----------       -----------    -----------
                        Total dividends and distributions                                 (1.24)            (1.10)          (.48)
                                                                                    -----------       -----------    -----------
                        Capital charge resulting from issuance of Common Stock               --                --           (.01)
                                                                                    -----------       -----------    -----------
                        Effect of Preferred Stock activity++++:
                          Dividends and distributions to Preferred Stock 
                          shareholders:
                            Investment income--net                                         (.17)             (.19)          (.10)
                            Realized gain on investments--net                              (.04)             (.02)            --
                          Capital charge resulting from issuance of Preferred 
                          Stock                                                              --                --           (.14)
                                                                                    -----------       -----------    -----------
                        Total effect of Preferred Stock activity                           (.21)             (.21)          (.24)
                                                                                    -----------       -----------    -----------
                        Net asset value, end of period                              $     13.85       $     16.76    $     14.27
                                                                                    ===========       ===========    ===========
                        Market price per share, end of period                       $    11.625       $    15.875    $    14.875
                                                                                    ===========       ===========    ===========


Total Investment        Based on market price per share                                 (20.23%)           14.51%          2.46%+++
Return:**                                                                           ===========       ===========    ===========
                        Based on net asset value per share                               (9.98%)           26.01%          3.97%+++
                                                                                    ===========       ===========    ===========
<PAGE>

Ratios to Average       Expenses, net of reimbursement                                     .66%              .65%           .47%*
Net Assets:***                                                                      ===========       ===========    ===========
                        Expenses                                                           .66%              .65%           .66%*
                                                                                    ===========       ===========    ===========
                        Investment income--net                                            5.35%             5.35%          5.69%*
                                                                                    ===========       ===========    ===========


Supplemental            Net assets, net of Preferred Stock, end of period
Data:                   (in thousands)                                              $   625,630       $   757,138    $   638,150
                                                                                    ===========       ===========    ===========
                        Preferred Stock outstanding, end of period (in thousands)   $   320,000       $   320,000    $   320,000
                                                                                    ===========       ===========    ===========
                        Portfolio turnover                                               45.71%            39.93%         21.89%
                                                                                    ===========       ===========    ===========


Dividends Per Share     Series A--Investment income--net                            $     1,184      $      1,150    $       688
On Preferred Stock      Series B--Investment income--net                                  1,090             1,253            656
Outstanding:            Series C--Investment income--net                                  1,278             1,175            659
                        Series D--Investment income--net                                  1,144             1,426            767
                        Series E--Investment income--net                                  1,282             1,492            766


                    <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 May 22, 1992.
                     +++Aggregate total investment return.

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


NOTES TO FINANCIAL STATEMENTS

1. Significant Accounting Policies:
MuniYield Insured Fund, Inc. (the "Fund") is registered
under the Investment Company Act of 1940 as a non-
diversified, closed-end management investment
company. 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 New York Stock Exchange under the symbol
MYI. 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 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 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.
<PAGE>
(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 trans-
actions are determined on the identified cost basis.

(e) Deferred organization expenses and offering
expenses--Deferred organization expenses are amor-
tized 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 pur-
chased 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.
<PAGE>

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.

3. Investments:
Purchases and sales of investments, excluding short-
term securities, for the year ended October 31, 1994
were $441,492,674 and $451,972,397, respectively.

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

                                    Realized        Unrealized
                                      Gains           Gains
                                    (Losses)         (Losses)

Long-term investments            $(1,537,427)     $(18,446,816)
Short-term investments               (31,254)           (6,874)
Financial futures contracts        1,752,956         1,904,078
                                 -----------      -------------
Total                            $   184,275      $(16,549,612)
                                 ===========      ============

As of October 31, 1994, net unrealized depreciation for
Federal income tax purposes aggregated $18,453,690,
of which $7,630,515 related to appreciated securities
and $26,084,205 related to depreciated securities.
The aggregate cost of investments at October 31, 1994
for Federal income tax purposes was $965,939,750.

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 author-
ized, 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 remained constant at 45,187,339. At
October 31, 1994, total paid-in capital amounted to
$634,751,837.
<PAGE>
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, 3.34%; Series B, 3.33%; Series C,
3.29% Series D, 3.375%; and Series E, 3.03%.

For the year ended October 31, 1994, there were
6,400 AMPS shares authorized, issued and outstanding
with a liquidation preference of $50,000 per share,
plus accumulated and unpaid dividends of $1,628,346.
Effective December 1, 1994, as a result of a two-for-one
stock split, there will be 12,800 AMPS shares with a
liquidation preference of $25,000 per share.

The Fund pays commissions to certain broker-dealers
at the end of each auction at an annual 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 $591,736 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 $.081534 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,
MuniYield Insured Fund, Inc.:

We have audited the accompanying statement of
assets, liabilities and capital, including the schedule
of investments, of MuniYield Insured 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 March 27, 1992 (commencement of operations)
to October 31, 1992. These financial statements and
the financial highlights are the responsibility of the
Fund's management. Our responsibility is to express
an opinion on these financial statements and the
financial highlights based on our audits.
<PAGE>
We conducted our audits in accordance with generally
accepted auditing standards. Those standards require
that we plan and perform the audit to obtain reason-
able assurance about whether the financial state-
ments and the financial highlights are free of material
misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and dis-
closures in the financial statements. Our procedures
included confirmation of securities owned at October
31, 1994 by correspondence with the custodian and
brokers. An audit also includes assessing the account-
ing 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 the finan-
cial highlights present fairly, in all material respects,
the financial position of MuniYield Insured Fund, Inc.
as of October 31, 1994, the results of its operations,
the changes in its net assets, and the financial high-
lights 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 
Insured 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 declared by the Fund during the year:
<PAGE>
<TABLE>
<CAPTION>
                                             Payable       Short-Term     Long-Term
                                              Date       Capital Gains  Capital Gains
<S>                                         <C>             <C>           <C>
Common Stock Shareholders                   12/30/93        $   .169974   $  .089161

Preferred Stock Shareholders: Series A      12/02/93        $106.21       $51.78
                                            12/30/93        $ 66.13       $38.62

                              Series B      12/02/93        $108.29       $52.80
                                            12/30/93        $ 81.55       $46.79

                              Series C      11/18/93        $ 97.88       $47.72
                                            12/01/93        $ 57.27       $30.35
                                            12/30/93        $ 21.95       $14.83

                              Series D      11/26/93        $101.80       $49.63
                                            12/23/93        $ 98.29       $50.92
                                            01/20/94        $ 15.47       $12.53

                              Series E      12/01/93        $127.19       $62.00
                                            12/09/93        $ 32.90       $17.48
                                            12/16/93        $ 22.43       $12.35
                                            12/30/93        $ 43.98       $26.98

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



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           $.30       $.01           $.85         $.25         $.04       $.10         $.02
February 1, 1993 to April 30, 1993              .31        .08            .56          .25          .05         --          --
May 1, 1993 to July 31, 1993                    .30        .11            .21          .25          .05         --          --
August 1, 1993 to October 31, 1993              .30        .11            .66          .25          .05         --          --
November 1, 1993 to January 31, 1994            .31        .03            .07          .25          .02        .26          .04
February 1, 1994 to April 30, 1994              .29        .12          (1.94)         .25          .05         --          --
May 1, 1994 to July 31, 1994                    .30       (.02)           .22          .24          .05         --          --
August 1, 1994 to October 31, 1994              .30       (.13)         (1.01)         .24          .05         --          --

<PAGE>
<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                                   $15.01       $14.27       $15.375    $14.50          2,855
February 1, 1993 to April 30, 1993                                      16.18        14.99        15.75      15.00          3,558
May 1, 1993 to July 31, 1993                                            16.20        15.60        16.00      15.125         4,021
August 1, 1993 to October 31, 1993                                      17.08        16.00        16.625     15.625         4,706
November 1, 1993 to January 31, 1994                                    16.78        16.19        16.50      15.00          4,038
February 1, 1994 to April 30, 1994                                      16.55        14.26        16.25      13.25          4,706
May 1, 1994 to July 31, 1994                                            15.36        14.38        14.00      13.125         3,962
August 1, 1994 to October 31, 1994                                      15.00        13.85        13.75      11.625         7,359


<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>



OFFICERS AND DIRECTORS

Arthur Zeikel, President and Director
Joe Grills, Director
Walter Mintz, Director
Melvin R. Seiden, Director
Stephen B. Swensrud, Director
Henry Woolf, 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
State Street Bank and Trust Company
225 Franklin Street
Boston, Massachusetts 02110

Transfer Agents
Common Stock:
State Street Bank and Trust Company
225 Franklin Street
Boston, Massachusetts 02110

Preferred Stock:
IBJ Schroder Bank & Trust Company
One State Street
New York, New York 10004
<PAGE>
NYSE Symbol
MYI



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