MUNIYIELD QUALITY FUND II INC
N-30D, 1995-06-19
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MUNIYIELD
QUALITY
FUND II, INC.






FUND LOGO






Semi-Annual Report

April 30, 1995




Officers and Directors
Arthur Zeikel, President and Director
Herbert I. London, Director
Robert R. Martin, Director
Joseph L. May, Director
Andre F. Perold, Director
Terry K. Glenn, Executive Vice President
Donald C. Burke, Vice President
Vincent R. Giordano, Vice President
Kenneth A. Jacob, Vice President
Gerald M. Richard, Treasurer
Mark B. Goldfus, Secretary
<PAGE>
Custodian
The Bank of New York
90 Washington Street
New York, New York 10286

Transfer Agents

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

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

NYSE Symbol
MQT





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




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




<PAGE>
MuniYield Quality Fund II, Inc.

TO OUR SHAREHOLDERS

For the six months ended April 30, 1995, the Common Stock of
MuniYield Quality Fund II, Inc. earned $0.453 per share income
dividends, which included earned and unpaid dividends of $0.071.
This represents a net annualized yield of 6.55%, based on a month-
end net asset value of $13.95 per share. Over the same period, the
total investment return on the Fund's Common Stock was +10.74%,
based on a change in per share net asset value from $13.20 to
$13.95, and assuming reinvestment of $0.464 per share income
dividends and $0.098 per share capital gains distributions.

The average yields of the Fund's Auction Market Preferred Stock for
the six months ended April 30, 1995 were as follows: Series A,
3.94%; Series B, 4.40%; and Series C, 4.19%.

The Environment
During the six months ended April 30, 1995, the perception that the
US economy was overheating and inflationary pressures were
increasing gave way to a more benign economic outlook. With more
signs of slowing growth, investors now appear to be forecasting a
"soft landing" for the US economy. Although gross domestic product
was reported to have increased at a revised 5.1% rate during the
final quarter of 1994, declines in other indicators such as new home
sales and durable goods orders registered thus far in 1995 have led
investors to anticipate that the economy is losing enough momentum
to keep inflation under control and preclude further significant
monetary policy tightening by the Federal Reserve Board. A further
indication of a slowing economy was the reported decline in the
Index of Leading Economic Indicators for March.

As US stock and bond markets have risen on more positive economic
news, the value of the US dollar has reached new lows relative to
the yen and the Deutschemark. Persistent trade deficits and exports
of capital from the United States have kept the US currency in a
decade-long decline relative to the Japanese and German currencies.
Over the longer term, since the United States has the highest
productivity among industrialized nations and among the lowest labor
costs, demand for US dollar-denominated assets may improve. However,
a reduction of the still-widening US trade deficit may be necessary
before the US dollar appreciates substantially relative to the yen
and the Deutschemark.
<PAGE>
The first months of 1995 have been very positive for the stock and
bond markets. Continued signs of a moderating expansion and well-
contained inflationary pressures would provide further assurance
that the peak in interest rates is behind us. On the other hand,
indications of reaccelerating growth and further significant
monetary policy tightening by the Federal Reserve Board would be a
decided negative for the US financial markets.

The Municipal Market
During the six-month period ended April 30, 1995, the tax-exempt
bond market gradually recouped much of the losses sustained during
1994. Signs of a weakening domestic economy and ongoing moderate
inflationary pressures have fostered an environment of declining
interest rates. Since October 31, 1994, A-rated, uninsured municipal
revenue bond yields, as measured by the Bond Buyer Revenue Bond
Index, have declined over 65 basis points (0.65%) to close the six-
month period ended April 30, 1995 at 6.29%. Tax-exempt bond yields
initially continued to climb in late 1994, reaching a high of 7.37%
in late November 1994. Municipal bond yields have since declined
over 100 basis points from their recent highs and are presently
lower than they were a year ago. US Treasury bond yields have
experienced similar declines over the last six months to end the
April period at 7.34%.

Much of the recent improvement in the tax-exempt bond market,
however, has occurred over the last three months. During this most
recent quarter, municipal bond yields have fallen approximately 50
basis points, while US Treasury bond yields declined only 35 basis
points. Tax-exempt bond yields declined more than their taxable
counterparts in recent months, largely in response to the
significant decline in new bond issuance in recent quarters. Over
the last six months, less than $60 billion in new long-term
municipal securities were underwritten, a decline of nearly 45%
versus the comparable period a year earlier. Issuance was
particularly low this past January and February, with monthly volume
of less than $8 billion. These levels are the lowest monthly totals
since the mid-1980s.

To compound the municipal market's already strong technical posture,
both institutional and individual investors have seen significant
cash inflows in recent months. These assets were derived from
regular coupon payments, bond maturities and the proceeds from early
bond calls and redemptions. It has been estimated that investors
received over $20 billion in principal redemptions and coupon income
in January 1995 alone. With monthly issuance in the $10 billion
range thus far this year, the current supply/demand imbalance has
dominated the municipal market and bond prices have risen
accordingly. The tax-exempt bond market's technical position is
likely to remain very strong throughout most of 1995. Investors are
expected to receive almost $40 billion in principal and coupon
payments on July 1, 1995. Investor proceeds from all sources have
been estimated to exceed $200 billion for all of 1995. Estimates of
total new bond issuance for 1995 have continued to be lowered with
most estimates now in the $125 billion range. Investors should find
it increasingly difficult to replace existing holdings as they
mature and to reinvest coupon income in such an environment.
<PAGE>
The municipal bond market's outperformance thus far this year caused
the tax-exempt market to become temporarily expensive relative to
its taxable counterpart in late April. Investor concerns regarding
the international currency situation and the future impact of
proposed revisions to US taxation policies upon the tax advantage
inherent to municipal bonds have combined to cause tax exempt bond
yields to increase marginally in recent weeks. Municipal bond yields
have risen approximately 15 basis points from their lows in mid-
April 1995. Long-term US Treasury bond yields have remained
essentially stable. Such an underperformance by the tax-exempt bond
market is likely to be limited in duration. The recent increase in
tax exempt bond yields has already begun to attract institutional
investors since some municipal bonds yielding in excess of 85% of US
Treasury bond yields are again available. Also, concerns regarding
the implication for municipal bonds' tax advantage resulting from
various proposed tax law changes (for example, flat-tax, value-added
tax or national sales tax) are all likely to quickly recede as
investors realize that such, if any, changes are unlikely to be
enacted before late 1996 at the earliest. Long-term investors will
also recall 1986 when similar tax proposals were made and tax-exempt
bond yields initially rose and then quickly fell. Investors are
likely to view the current situation as an opportunity to purchase
very attractively priced tax-advantaged products. This should cause
municipal bond yields to quickly return to their more historic
relationship.

Portfolio Strategy
During the six months ended April 30, 1995, MuniYield Quality Fund
II, Inc. fully participated in the fixed-income market rebound that
began in November 1994. Selective purchases of high-quality
performance-oriented securities enhanced the Fund's total return.
However, overall performance was dictated primarily by our portfolio
strategy which centered around maintaining an attractive and
competitive yield. Therefore, cash reserves were kept fairly low,
averaging close to 5% of net assets. Portfolio structure also
figures prominently in this income-oriented strategy. Issues bearing
large coupons provide not only an attractive current return but also
some protection from interest rate volatility. This insulating
quality becomes particularly valuable in the later stages of a
rising market. Given the Fund's potential for greater volatility as
a result of its use of leverage, we purchased these issues whenever
possible to seek to limit risk.
<PAGE>
Leveraging continues to benefit Common Stock shareholders as the
municipal yield curve remains positively sloped. This allows the
Fund to generate an incrementally greater yield over what would
otherwise be available with conventional long-term tax-exempt
securities. However, should the spread between short-term and long-
term interest rates narrow, the benefits of leverage will diminish
and the yield on the Fund's Common Stock will be reduced. (For a
complete explanation of the benefits and risks of leveraging, see
the information provided below.)

In terms of net assets, the Fund rose in value dramatically,
recouping much of what was lost in 1994 as well as demonstrating the
volatility inherent in this leveraged product. In terms of market
price, the change is even more notable as these positive returns
were accentuated by a marked narrowing in the discount to net asset
value.

Looking ahead, we have grown somewhat cautious regarding the
market's wholesale acceptance of the successfully engineered soft
landing for the economy. Signs of renewed economic momentum may be
forthcoming and, to the extent that the implications may prove
troublesome for fixed-income markets, a more defensive approach may
be warranted in the months ahead.

In Conclusion
We appreciate your ongoing interest in MuniYield Quality Fund II,
Inc., and we look forward to serving your investment needs and
objectives in the months and years to come.

Sincerely,




(Arthur Zeikel)
Arthur Zeikel
President




(Vincent R. Giordano)
Vincent R. Giordano
Vice President and Portfolio Manager
<PAGE>

June 5, 1995



THE BENEFITS AND RISKS OF LEVERAGING

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

To illustrate these concepts, assume a fund's Common Stock
capitalization of $100 million and the issuance of Preferred Stock
for an additional $50 million, creating a total value of $150
million available for investment in long-term municipal bonds. If
prevailing short-term interest rates are approximately 3% and long-
term interest rates are approximately 6%, the yield curve has a
strongly positive slope. The fund pays dividends on the $50 million
of Preferred Stock based on the lower short-term interest rates. At
the same time, the fund's total portfolio of $150 million earns the
income based on long-term interest rates. Of course, increases in
short-term interest rates would reduce (and even eliminate) the
dividends on the Common Stock.
<PAGE>
In this case, the dividends paid to Preferred Stock shareholders are
significantly lower than the income earned on the fund's long-term
investments, and therefore the Common Stock shareholders are the
beneficiaries of the incremental yield. However, if short-term
interest rates rise, narrowing the differential between short-term
and long-term interest rates, the incremental yield pick-up on the
Common Stock will be reduced or eliminated completely.At the same
time, the market value on the fund's Common Stock (that is, its
price as listed on the New York Stock Exchange) may, as a result,
decline. Furthermore, if long-term interest rates rise, the Common
Stock's net asset value will reflect the full decline in the price
of the portfolio's investments, since the value of the fund's
Preferred Stock does not fluctuate. In addition to the decline in
net asset value, the market value of the fund's Common Stock may
also decline.




PORTFOLIO ABBREVIATIONS

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

AMT            Alternative Minimum Tax (subject to)
CARS           Complementary Auction Rate Securities
CP             Commercial Paper
DATES          Daily Adjustable Tax-Exempt Securities
EDA            Economic Development Authority
GO             General Obligation Bonds
HDA            Housing Development Authority
HFA            Housing Finance Agency
IDA            Industrial Development Authority
IDB            Industrial Development Board
M/F            Multi-Family
PCR            Pollution Control Revenue Bonds
S/F            Single-Family
TRAN           Tax Revenue Anticipation Notes
UT             Unlimited Tax
VRDN           Variable Rate Demand Notes


<TABLE>
SCHEDULE OF INVESTMENTS                                                                                   (in Thousands)
<CAPTION>
                 S&P      Moody's   Face                                                                         Value
State           Ratings   Ratings  Amount                        Issue                                         (Note 1a)
<S>             <S>       <S>     <C>       <S>                                                                 <C>
Alabama--1.7%   NR*       Aaa     $ 7,625   Alabama, HFA, S/F, Revenue Bonds (Collateral Home Mortgage
                                            Program), Series B-1, 6.65% due 10/01/2025                          $  7,833

Alaska--1.3%    A-        A         2,580   Alaska Industrial Development and Export Authority,
                                            Revolving Fund, AMT, Series A, 6.375% due 4/01/2008                    2,642
                NR*       NR*       3,500   Valdez, Alaska, Marine Term Revenue Refunding Bonds
                                            (Amerada Hess Pipeline Corporation), 6.10% due 2/01/2024               3,147
<PAGE>
Arizona--0.7%   NR*       VMIG1++   3,000   Maricopa County, Arizona, IDA, Hospital Facility Revenue
                                            Bonds (Samaritan Health Service Hospital), VRDN, Series B-2,
                                            4.90% due 12/01/2008 (a)(c)                                            3,000
                A1+       P1          200   Pinal County, Arizona, IDA, PCR (Magma Copper/Newmont
                                            Mining Corporation), DATES, 5% due 12/01/2009 (a)                        200

Arkansas--0.9%  AAA       NR*       4,000   Arkansas State Development Financing Authority, S/F, Mortgage
                                            Revenue Refunding Bonds (Mortgage Backed Securities
                                            Program), AMT, Series B, 6.70% due 7/01/2027 (d)                       4,043

California--    A         A1        3,000   Los Angeles, California, Wastewater System Revenue Refunding
3.6%                                        Bonds, Series C, 7.10% due 6/01/2018                                   3,181
                AAA       Aaa      13,000   University of California Revenue Bonds (Multiple Purpose
                                            Projects), Series D, 6.375% due 9/01/2019 (c)                         13,167

Colorado--3.9%  BBB+      Baa1      1,350   Colorado Health Facilities Authority Revenue Bonds (Hospital
                                            P/SL Healthcare SystemProject), Series A, 6.875% due 2/15/2023         1,299
                                            Denver, Colorado, City and County Airport Revenue Bonds:
                BB        Baa       4,020      AMT, Series B, 7.50% due 11/15/2025                                 4,077
                BB        Baa       9,500      AMT, Series C, 6.75% due 11/15/2022                                 9,256
                BB        Baa       3,000      Series A, 7.25% due 11/15/2025                                      3,081

Connecticut                                 Connecticut State Learning Regional Educational Service
- --0.8%                                      Center Revenue Bonds (Office/Education Center Facilities):
                NR*       NR*       2,150      7.50% due 2/01/2005                                                 2,163
                NR*       NR*       1,100      7.75% due 2/01/2015                                                 1,108

District of     AA-       A1        4,460   District of Columbia Revenue Bonds (Howard University),
Columbia--1.0%                              Series A, 7.25% due 10/01/2020                                         4,586
</TABLE>


<TABLE>
SCHEDULE OF INVESTMENTS (continued)                                                                       (in Thousands)
<CAPTION>
                 S&P      Moody's   Face                                                                         Value
State           Ratings   Ratings  Amount                        Issue                                         (Note 1a)
<S>             <S>       <S>     <C>       <S>                                                                 <C>
Florida--2.8%   BBB       Baa1    $ 2,500   Escambia County, Florida, PCR (Champion International
                                            Corporation Project), AMT, 6.90% due 8/01/2022                      $  2,545
                A1        VMIG1++   1,700   Martin County, Florida, PCR, Refunding (Florida Power &
                                            Light Company Project), VRDN, 5.25% due 9/01/2024 (a)                  1,700
                A+        A1        5,500   Orange County, Florida, Sales Tax Revenue Bonds, Series B,
                                            5.375% due 1/01/2024                                                   4,922
                NR*       Baa       2,500   Palm Bay, Florida, Lease Revenue Refunding Bonds (Florida
                                            Education & Research Foundation Project), Series A,
                                            7% due 9/01/2024                                                       2,472
                A1        VMIG1++   1,000   Pinellas County, Florida, Health Facilities Authority,
                                            Revenue Refunding Bonds (Pooled Hospital Loan Program),
                                            DATES, 5% due 12/01/2015 (a)                                           1,000
<PAGE>
Georgia--3.8%   A1        VMIG1++   1,000   Burke County, Georgia, Development Authority, PCR
                                            (Georgia Power Company-Plant Vogtle Project), VRDN,
                                            5% due 7/01/2024 (a)                                                   1,000
                AAA       Aaa      10,000   Georgia Municipal Electric Authority, Special Obligation
                                            Revenue Bonds, Fifth Crossover Series (Project No. 1),
                                            6.40% due 1/01/2013 (b)(g)                                            10,543
                AA+       Aa        6,000   Georgia State HFA, Revenue Bonds, S/F, Mortgage, AMT,
                                            Sub-Series A-2, 6.55% due 12/01/2027                                   5,952

Idaho--1.1%                                 Idaho Student Loan Revenue Bonds (Student Loan Marketing
                                            Association, Inc.), AMT:
                NR*       Aaa       3,245      Series B, 6.60% due 10/01/2006                                      3,237
                NR*       Aa        2,005      Sub-Series 1, 6.80% due 10/01/2006                                  2,000

Illinois--7.0%  BBB-      Baa       2,760   Chicago, Illinois, Revenue Refunding Bonds (Skyway Toll
                                            Bridge), 6.75% due 1/01/2017                                           2,729
                AAA       Aaa       4,000   Chicago, Illinois, Wastewater Transmission Revenue Bonds,
                                            6.375% due 1/01/2024 (c)                                               4,018
                A+        A1        3,645   Illinois Educational Facilities Authority, Revenue Refunding
                                            Bonds (Loyola University--Chicago), Series A, 7.125% due
                                            7/01/2021                                                              3,827
                NR*       A         1,000   Illinois Health Facilities Authority Revenue Bonds (Mercy
                                            Center for Health Care Services), 6.65% due 10/01/2022                   980
                A+        A1        7,500   Illinois HDA, M/F Program Bonds, Series 5, 6.75% due 9/01/2023         7,517
                A+        A1        7,500   Illinois State Toll Highway Authority, Toll HighwayPriority
                                            Revenue Bonds, Series A, 6.375% due 1/01/2015                          7,499
                NR*       Aaa       6,000   Illinois Student Assistance Commission, Student Loan Revenue
                                            Bonds, AMT, Senior Series BB, 6.75% due 3/01/2015                      6,111

Indiana--2.7%   A         NR*       2,675   Indiana Bond Bank Revenue Bonds (State Revolving Fund
                                            Program), Series A, 6.75% due 2/01/2017                                2,769
                NR*       A         2,200   Indiana Health Facility Finance Authority, Hospital Revenue
                                            Refunding Bonds (Methodist Hospital Incorporated),
                                            6.75% due 9/15/2009                                                    2,272
                BBB       Baa2      5,000   Indianapolis, Indiana, Airport Authority, Special Facilities
                                            Revenue Bonds (Federal Express Corporation Project), AMT,
                                            7.10% due 1/15/2017                                                    5,104
                NR*       A1        2,200   Indianapolis, Indiana, Local Public Improvement Bond Bank,
                                            Series C, 6.70% due 1/01/2017                                          2,245

Iowa--0.8%      A1+       NR*         300   Iowa Finance Authority, Solid Waste Disposal Revenue Bonds
                                            (Cedar River Paper Company Project), VRDN, Series A,
                                            5.25% due 6/01/2024 (a)                                                  300
                BBB+      NR*       3,675   Ottumwa, Iowa, Hospital Facilities Revenue Refunding and
                                            Improvement Bonds (Ottumwa Regional Health),
                                            6% due 10/01/2018                                                      3,194
</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>
Kentucky--1.4%  AAA       VMIG1++ $ 3,800   Daviess County, Kentucky, Solid Waste Disposal Facility
                                            Revenue Bonds (Scott Paper Co. Project), VRDN, AMT, Series
                                            A, 5.05% due 5/01/2024 (a)                                          $  3,800
                NR*       NR*       3,000   Perry County, Kentucky, Solid Waste Disposal Revenue Bonds
                                            (TJ International Project), AMT, 7% due 6/01/2024                      2,934

Louisiana--1.2% NR*       Baa3      5,000   Lake Charles, Louisiana, Harbor and Terminal District, Port
                                            Facilities Revenue Refunding Bonds (Trunkline Long Company
                                            Project), 7.75% due 8/15/2022                                          5,381

Maryland--2.1%  NR*       A        10,000   Northeast, Maryland, Waste Disposal Authority, Solid Waste
                                            Revenue Bonds (Montgomery County Resource Recreation
                                            Project), AMT, Series A, 6.30% due 7/01/2016                           9,714

Massachusetts   BBB+      A         2,000   Massachusetts Municipal Wholesale Electric Company, Revenue
- --7.7%                                      Refunding Bonds (Power Supply System), Series A,
                                            6.75% due 7/01/2011                                                    2,065
                                            Massachusetts State Health and Educational Facilities
                                            Authority Revenue Bonds:
                NR*       Baa       2,000      (Anna Jaques Hospital), Series B, 6.875% due 10/01/2012             1,950
                AAA       Aaa       5,150      (Central Massachusetts Medical Center), CARS, Series B,
                                               8.64% due 6/23/2022 (b)(e)                                          5,530
                NR*       Aa        2,500      Refunding (Daughters of Charity), Series D,
                                               6.10% due 7/01/2014                                                 2,453
                A-        NR*       3,500      Refunding (Melrose--Wakefield Hospital), Series B,
                                               6.375% due 7/01/2016                                                3,360
                NR*       Ba        2,640      Refunding (New England Memorial Hospital), Series B,
                                               6% due 7/01/2008                                                    2,190
                NR*       Ba        4,590      Refunding (New England Memorial Hospital), Series B,
                                               6.125% due 7/01/2013                                                3,772
                BBB       Baa1      5,000      (Sisters Providence Health System), Series A,
                                               6.625% due 11/15/2022                                               4,629
                AAA       Aaa       5,000   Massachusetts State, HFA (Residential Development), Series A,
                                            6.875% due 11/15/2011 (d)                                              5,213
                AAA       Aaa       5,000   Massachusetts State Water Resources Authority, Refunding,
                                            Series C, 5.25% due 12/01/2020 (c)                                     4,438

Michigan--      A-        A         3,250   Michigan State Hospital Finance Authority, Revenue Refunding
0.7%                                        Bonds (Detroit Medical Center Obligation Group), Series A,
                                            6.25% due 8/15/2013                                                    3,163
<PAGE>
Mississippi     A         A2        6,000   Lowndes County, Mississippi, Solid Waste Disposal, PCR,
- --1.4%                                      Refunding (Weyerhaeuser Company Project), Series A,
                                            6.80% due 4/01/2022                                                    6,386

Missouri--0.4%  NR*       VMIG1++   2,000   Missouri Higher Education Loan Authority, Student Loan
                                            Revenue Bonds, VRDN, AMT, Series A, 4.75% due 6/01/2017 (a)            2,000

New Jersey      AAA       Aaa       5,000   Cape May County, New Jersey, PCR, Industrial Finance Authority,
- --2.3%                                      Revenue Refunding Bonds (Atlantic City Electric Company
                                            Project), Series B, 7% due 11/01/2029 (c)                              5,515
                A+        Aa        5,000   New Jersey Sports and Exposition Authority Revenue Bonds
                                            (State Contract), Series A, 6% due 3/01/2021                           4,941

New Mexico      NR *      VMIG1++   1,800   Hurley, New Mexico, PCR (Kennecott Santa Fe), VRDN,
- --1.5%                                      5% due 12/01/2015 (a)                                                  1,800
                A         A3        5,000   Lordsburg, New Mexico, PCR, Refunding (Phelps Dodge
                                            Corporation Project), 6.50% due 4/01/2013                              5,062
</TABLE>


<TABLE>
SCHEDULE OF INVESTMENTS (continued)                                                                       (in Thousands)
<CAPTION>
                 S&P      Moody's   Face                                                                         Value
State           Ratings   Ratings  Amount                        Issue                                         (Note 1a)
<S>             <S>       <S>     <C>       <S>                                                                 <C>
New York--9.8%                              New York City, New York, GO, UT:
                A-        Baa1    $ 5,150      Series H, 7% due 2/01/2021                                       $  5,237
                A1+       VMIG1++     300      Sub-Series B-5, VRDN, 5.75% due 8/01/2021 (a)(c)                      300
                                            New York City, New York, IDA, Civic Facilities Revenue Bonds
                                            (New York Blood Center Incorporated Project):
                BBB       NR*       2,000      7.20% due 5/01/2012                                                 2,074
                BBB       NR*       3,250      7.25% due 5/01/2022                                                 3,336
                AAA       VMIG1++  10,400   New York City, New York, Municipal Water Finance Authority,
                                            Water and Sewer System Revenue Bonds, VRDN, Series G,
                                            4.80% due 6/15/2024 (a)(h)                                            10,400
                A         Aa        7,500   New York State Environmental Facilities Corporation, PCR
                                            (State Water Revolving Fund), Series E, 6.50% due 6/15/2014            7,821
                                            New York State Local Government Assistance Corporation
                                            Revenue Bonds:
                A         A         6,250      Refunding, Series B, 5.50% due 4/01/2021                            5,637
                A         A         5,000      Refunding, Series C, 5% due 4/01/2021                               4,180
                A         A         5,000      Series A, 6.875% due 4/01/2019                                      5,331

North           A         A2       13,000   Martin County, North Carolina, Industrial Facilities and
Carolina--2.9%                              Pollution Control Financing Authority, Solid Waste Disposal
                                            Revenue Bonds (Weyerhaeuser Company), AMT, 6.80% due 5/01/2024        13,354

Ohio--1.4%      AA-       Aa3       6,500   Ohio State Air Quality Development Authority, Revenue
                                            Refunding Bonds (Dayton Power and Light Project), Series B,
                                            6.40% due 8/15/2027                                                    6,576
<PAGE>
Oklahoma--1.1%  AA-       A1        5,000   Muskogee, Oklahoma, Industrial Collateralized Trust, PCR
                                            (Oklahoma Gas & Electric Co. Project), Series A, 7% due
                                            3/01/2017                                                              5,203

Oregon--0.2%    A1        VMIG1++     200   Medford, Oregon, Hospital Facilities Authority Revenue Bonds
                                            (Gross--Rogue Valley Health Services), VRDN, 4.60% due
                                            10/16/2016 (a)                                                           200
                SP1+      NR*       1,000   Oregon State Health, Housing, Educational and Cultural
                                            Facilities Authority Revenue Bonds (Guide Dogs for the Blind),
                                            VRDN, Series A, 4.60% due 7/01/2025 (a)                                1,000

Pennsylvania    AAA       Aaa       5,000   Pennsylvania HFA, Revenue Refunding Bonds (Rental Housing),
- --2.9%                                      6.50% due 7/01/2023 (d)                                                5,041
                AA        Aa        5,000   Pennsylvania HFA, S/F, Mortgage Revenue Bonds, Series 34A,
                                            6.85% due 4/01/2016                                                    5,178
                A-        Baa1      3,150   Philadelphia, Pennsylvania, Hospitals and Higher Education
                                            Facilities Authority, Hospital Revenue Refunding Bonds (Temple
                                            University Hospital), Series A, 6.625% due 11/15/2023                  3,073

Rhode           A-        Baa1      5,000   Rhode Island Depositors Economic Protection Corporation,
Island--1.0%                                Special Obligation Refunding Bonds, Series A, 5.75% due
                                            8/01/2021                                                              4,542

South           A-        A2        5,175   Berkeley County, South Carolina, PCR (South Carolina Electric
Carolina--5.3%                              and Gas Company), 6.50% due 10/01/2014                                 5,249
                A         A1        4,150   Fairfield County, South Carolina, PCR (South Carolina Electric
                                            and Gas Company), 6.50% due 9/01/2014                                  4,246
                A-        A1        7,000   Richland County, South Carolina, PCR, Refunding (Union Camp
                                            Corporation Project), Series C, 6.55% due 11/01/2020                   7,054
                BBB-      Baa       5,000   South Carolina Jobs, EDA, Economic Development Revenue Bonds
                                            (Saint Francis Hospital--Franciscan Sisters), 7% due 7/01/2015         4,909
                NR*       NR*       2,500   Spartanburg County, South Carolina, Solid Waste Disposal
                                            Facilities Revenue Bonds (BMW Project), AMT,
                                            7.55% due 11/01/2024                                                   2,640
</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>
South           AA+       Aa1     $10,460   South Dakota, HDA, Homeownership Mortgage, Series B,
Dakota--2.4%                                7.10% due 5/01/2017                                                 $ 10,853

Tennessee--1.1% BBB-      Baa1      5,000   McMinn County, Tennessee, IDB, Solid Waste Revenue Bonds
                                            (Recycling Facilities--Calhoun Newsprint), AMT,
                                            7.40% due 12/01/2022                                                   5,152
<PAGE>
Texas--6.1%     BBB       Baa1      4,200   Gulf Coast, Texas, Waste Disposal Authority Revenue Bonds
                                            (Champion International Corporation), AMT, 7.375% due
                                            10/01/2025                                                             4,400
                A-        A         4,000   Harris County, Texas, Health Facilities Development Corporation,
                                            Hospital Revenue Bonds (Memorial Hospital Systems Project),
                                            Series A, 6.625% due 6/01/2024                                         3,982
                BBB       NR*       1,600   Midland County, Texas, Hospital District Revenue Bonds
                                            (Midland Memorial Hospital), 7.50% due 6/01/2016                       1,654
                BBB       Baa       3,000   Tarrant County, Texas, Health Facilities Development
                                            Corporation, Hospital Revenue Refunding and Improvement
                                            Bonds (Fort Worth Osteopathic), 7% due 5/15/2028                       2,895
                SP1+      MIG1++    6,000   Texas State, CP, TRAN, UT, 5% due 8/31/1995                            6,015
                AA        Aa        8,200   Texas State, Refunding (Veterans Land), UT, 7.40% due
                                            12/01/2020                                                             8,799

Utah--2.8%      AA        Aa        8,000   Salt Lake City, Utah, Hospital Revenue Refunding Bonds
                                            (IHC Hospital Incorporated), 6.25% due 2/15/2023                       7,814
                AAA       Aaa       5,000   Utah State Board of Regents, Student Loan Revenue Bonds,
                                            AMT, Series H, 6.70% due 11/01/2015 (b)                                5,091

Virginia--3.9%                              Virginia State HDA, Commonwealth Mortgage:
                AA+       Aa1       7,840      Series B, Sub-Series B-3, 6.35% due 1/01/2017                       7,839
                AA+       Aa1       5,085      Series C, Sub-Series C-9, 6.45% due 1/01/2015                       5,108
                AA+       Aa1       5,025      Series J, Sub-Series J-2, 6.65% due 7/01/2014                       5,147

Washington      AA        Aaa       6,250   Lewis County, Washington, Public Utility District No. 1
- --4.9%                                      Revenue Bonds (Cowlitz Falls Hydroelectric Project),
                                            7% due 10/01/2001 (f)                                                  6,998
                AA        Aa       15,250   Washington State Public Power Supply System, Revenue Refunding
                                            Bonds (Nuclear Project No. 1), Series A, 6.50% due 7/01/2015          15,353

West Virginia   NR*       A1        2,500   West Virginia Hospital Financing Authority, Hospital Revenue
- --0.6%                                      Bonds (Charleston Medical Center Incorporated), Series A,
                                            6.50% due 9/01/2023                                                    2,480

Wisconsin--1.6% NR*       A         5,300   Wisconsin Health and Educational Facilities Authority Revenue
                                            Bonds (Mercy Hospital of Janesville Incorporated),
                                            6.50% due 8/15/2011                                                    5,321
                SP1+      MIG1++    2,000   Wisconsin State, Operating Notes, 4.50% due 6/15/1995                  2,000

Total Investments (Cost--$448,172)--98.8%                                                                        452,497

Other Assets Less Liabilities--1.2%                                                                                5,456
                                                                                                                --------
Net Assets--100.0%                                                                                              $457,953
                                                                                                                ========

<PAGE>
<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 April 30, 1995.
(b)AMBAC Insured.
(c)MBIA Insured.
(d)FNMA Insured.
(e)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 April 30, 1995.
(f)Prerefunded.
(g)Escrow to maturity.
(h)FGIC Insured.
  *Not Rated.
 ++Highest short-term ratings by Moody's Investors Service, Inc.

   See Notes to Financial Statements.
</TABLE>


FINANCIAL INFORMATION


<TABLE>
Statement of Assets, Liabilities and Capital as of April 30, 1995
<S>                 <S>                                                                    <C>              <C>
Assets:             Investments, at value (identified cost--$448,171,849) (Note 1a)                         $452,496,698
                    Cash                                                                                          86,702
                    Interest receivable                                                                        8,055,950
                    Deferred organization expenses (Note 1e)                                                      16,017
                    Prepaid expenses and other assets                                                             57,699
                                                                                                            ------------
                    Total assets                                                                             460,713,066
                                                                                                            ------------

Liabilities:        Payables:
                      Securities purchased                                                 $  1,628,479
                      Dividends to shareholders (Note 1f)                                       837,258
                      Investment adviser (Note 2)                                               177,728        2,643,465
                                                                                           ------------
                    Accrued expenses and other liabilities                                                       116,395
                                                                                                            ------------
                    Total liabilities                                                                          2,759,860
                                                                                                            ------------

Net Assets:         Net assets                                                                              $457,953,206
                                                                                                            ============
<PAGE>
Capital:            Capital Stock (200,000,000 shares authorized) (Note 4):
                      Preferred Stock, par value $.10 per share (6,000 shares of
                      AMPS* issued and outstanding at $25,000 per share
                      liquidation preference)                                                               $150,000,000
                      Common Stock, par value $.10 per share (22,070,885 shares
                      issued and outstanding)                                              $  2,207,089
                    Paid-in capital in excess of par                                        307,417,515
                    Undistributed investment income--net                                      2,958,773
                    Accumulated realized capital losses on investments--net                  (8,955,020)
                    Unrealized appreciation on investments--net                               4,324,849
                                                                                           ------------
                    Total--Equivalent to $13.95 net asset value per share of Common
                    Stock (market price--$12.25)                                                             307,953,206
                                                                                                            ------------
                    Total capital                                                                           $457,953,206
                                                                                                            ============


                   <FN>
                   *Auction Market Preferred Stock.

                    See Notes to Financial Statements.
</TABLE>


FINANCIAL INFORMATION (continued)


<TABLE>
Statement of Operations
<CAPTION>
                                                                                                            For the Six
                                                                                                            Months Ended
                                                                                                          April 30, 1995
<S>                 <S>                                                                    <C>              <C>
Investment Income   Interest and amortization of premium and discount earned                                $ 14,324,892
(Note 1d):

Expenses:           Investment advisory fees (Note 2)                                      $  1,093,046
                    Commission fees (Note 4)                                                    194,930
                    Transfer agent fees                                                          38,324
                    Professional fees                                                            35,901
                    Accounting services (Note 2)                                                 32,185
                    Printing and shareholder reports                                             28,309
                    Listing fees                                                                 18,899
                    Custodian fees                                                               13,569
                    Directors' fees and expenses                                                 11,388
                    Pricing fees                                                                  7,350
                    Amortization of organization expenses (Note 1e)                               2,786
                    Other                                                                        20,192
                                                                                           ------------
                    Total expenses                                                                             1,496,879
                                                                                                            ------------
                    Investment income--net                                                                    12,828,013
                                                                                                            ------------
<PAGE>
Realized &          Realized loss on investments--net                                                         (8,920,459)
Unrealized Gain     Change in unrealized appreciation/depreciation on investments--net                        28,191,680
(Loss) on                                                                                                   ------------
Investments         Net Increase in Net Assets Resulting from Operations                                    $ 32,099,234
- --Net (Notes                                                                                                ============
1b, 1d & 3):

                    See Notes to Financial Statements.
</TABLE>


FINANCIAL INFORMATION (continued)


<TABLE>
Statements of Changes in Net Assets
<CAPTION>
                                                                                           For the Six        For the
                                                                                           Months Ended      Year Ended
Increase (Decrease) in Net Assets:                                                        April 30, 1995   Oct. 31, 1994
<S>                 <S>                                                                    <C>              <C>
Operations:         Investment income--net                                                 $ 12,828,013     $ 26,174,204
                    Realized gain (loss) on investments--net                                 (8,920,459)       2,464,397
                    Change in unrealized appreciation/depreciation on investments
                    --net                                                                    28,191,680      (61,640,797)
                                                                                           ------------     ------------
                    Net increase (decrease) in net assets resulting from operations          32,099,234      (33,002,196)
                                                                                           ------------     ------------

Dividends &         Investment income--net:
Distributions to      Common Stock                                                          (10,242,591)     (21,297,432)
Shareholders          Preferred Stock                                                        (2,742,420)      (3,453,990)
(Note 1f):          Realized gain on investments--net:
                      Common Stock                                                           (2,169,193)      (8,271,594)
                      Preferred Stock                                                          (329,750)      (1,657,090)
                                                                                           ------------     ------------
                    Net decrease in net assets resulting from dividends and
                    distributions to shareholders                                           (15,483,954)     (34,680,106)
                                                                                           ------------     ------------
<PAGE>
Net Assets:         Total increase (decrease) in net assets                                  16,615,280      (67,682,302)
                    Beginning of period                                                     441,337,926      509,020,228
                                                                                           ------------     ------------
                    End of period*                                                         $457,953,206     $441,337,926
                                                                                           ============     ============

                   <FN>
                   *Undistributed investment income--net                                   $  2,958,773     $  3,115,771
                                                                                           ============     ============

                    See Notes to Financial Statements.
</TABLE>


FINANCIAL INFORMATION (concluded)

<PAGE>
<TABLE>
Financial Highlights
<CAPTION>

                                                                                                                For the
                                                                               For the                          Period
The following per share data and ratios have been derived                     Six Months                        Aug. 28,
from information provided in the financial statements.                          Ended     For the Year Ended   1992++ to
                                                                              April 30,       October 31,       Oct. 31,
Increase (Decrease) in Net Asset Value:                                         1995       1994        1993       1992
<S>                 <S>                                                       <C>        <C>         <C>        <C>
Per Share           Net asset value, beginning of period                      $  13.20   $  16.27    $  13.58   $  14.18
Operating                                                                     --------   --------    --------   --------
Performance:        Investment income--net                                         .57       1.18        1.21        .15
                    Realized and unrealized gain (loss) on invest-
                    ments--net                                                     .87      (2.68)       2.75       (.59)
                                                                              --------   --------    --------   --------
                    Total from investment operations                              1.44      (1.50)       3.96       (.44)
                                                                              --------   --------    --------   --------
                    Less dividends and distributions to Common
                    Stock shareholders:
                      Investment income--net                                      (.46)      (.96)      (1.07)        --
                      Realized gain on investments--net                           (.10)      (.37)         --         --
                                                                              --------   --------    --------   --------
                    Total dividends and distributions to Common Stock
                    shareholders                                                  (.56)     (1.33)      (1.07)        --
                                                                              --------   --------    --------   --------
                    Capital charge resulting from issuance of Common
                    Stock                                                           --         --          --       (.02)
                                                                              --------   --------    --------   --------
                    Effect of Preferred Stock activity:++++
                      Dividends and distributions to Preferred
                      Stock shareholders:
                        Investment income--net                                    (.12)      (.16)       (.20)      (.01)
                        Realized gain on investments--net                         (.01)      (.08)         --         --
                      Capital charge resulting from issuance of
                      Preferred Stock                                               --         --          --       (.13)
                                                                              --------   --------    --------   --------
                    Total effect of Preferred Stock activity                      (.13)      (.24)       (.20)      (.14)
                                                                              --------   --------    --------   --------
                    Net asset value, end of period                            $  13.95   $  13.20    $  16.27   $  13.58
                                                                              ========   ========    ========   ========
                    Market price per share, end of period                     $  12.25   $ 11.125    $  15.50   $  14.25
                                                                              ========   ========    ========   ========

Total               Based on market price per share                             15.38%+++ (20.98%)     16.82%     (5.00%)+++
Investment                                                                    ========   ========    ========   ========
Return:**           Based on net asset value per share                          10.74%+++ (10.68%)     28.67%     (4.23%)+++
                                                                              ========   ========    ========   ========
<PAGE>
Ratios to           Expenses, net of reimbursement                                .69%*      .69%        .57%        --%*
Average                                                                       ========   ========    ========   ========
Net Assets:***      Expenses                                                      .69%*      .69%        .61%       .60%*
                                                                              ========   ========    ========   ========
                    Investment income--net                                       5.88%*     5.46%       5.49%      6.18%*
                                                                              ========   ========    ========   ========

Supplemental        Net assets, net of Preferred Stock, end of period
Data:               (in thousands)                                            $307,953   $291,338    $359,020   $297,414
                                                                              ========   ========    ========   ========
                    Preferred Stock outstanding, end of period (in
                    thousands)                                                $150,000   $150,000    $150,000   $150,000
                                                                              ========   ========    ========   ========
                    Portfolio turnover                                          23.64%     47.42%      81.12%      5.07%
                                                                              ========   ========    ========   ========

Dividends Per       Series A--Investment income--net                          $    429   $    564    $    760   $     29
Share on            Series B--Investment income--net                               486        564         811         30
Preferred Stock     Series C--Investment income--net                               456        600         640         24
Outstanding:++++++


              <FN>
                   *Annualized.
                  **Total investment returns based on market value, which can be
                    significantly greater or lesser than the net asset value, may result
                    in substantially different returns. Total investment returns exclude
                    the 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 October 19, 1992.
              ++++++Dividends per share have been adjusted to reflect a two-for-
                    one stock split.
                 +++Aggregate total investment return.

                    See Notes to Financial Statements.
</TABLE>

<PAGE>
NOTES TO FINANCIAL STATEMENTS

1. Significant Accounting Policies:
MuniYield Quality Fund II, Inc. (the "Fund") is registered under the
Investment Company Act of 1940 as a non-diversified, closed-end
management investment company. These unaudited financial statements
reflect all adjustments which are, in the opinion of management,
necessary to a fair statement of the results for the interim period
presented. All such adjustments are of a normal recurring nature.
The Fund determines and makes available for publication the net
asset value of its Common Stock on a weekly basis. The Fund's Common
Stock is listed on the New York Stock Exchange under the symbol MQT.
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 and options thereon, which are traded on
exchanges, are valued at their closing prices as of the close of
such exchanges. Options, which are traded on exchanges, are valued
at their last sale price as of the close of such exchanges or,
lacking any sales, at the last available bid price. Securities with
remaining maturities of sixty days or less are valued at amortized
cost, which approximates market value. Securities for which market
quotations are not readily available are valued at their fair value
as determined in good faith by or under the direction of the Board
of Directors of the Fund.

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

* Financial futures contracts--The Fund may purchase or sell
interest rate futures contracts and options on such futures
contracts for the purpose of hedging the market risk on existing
securities or the intended purchase of securities. Futures contracts
are contracts for delayed delivery of securities at a specific
future date and at a specific price or yield. Upon entering into a
contract, the Fund deposits and maintains as collateral such initial
margin as required by the exchange on which the transaction is
effected. Pursuant to the contract, the Fund agrees to receive from
or pay to the broker an amount of cash equal to the daily
fluctuation in value of the contract. Such receipts or payments are
known as variation margin and are recorded by the Fund as unrealized
gains or losses. When the contract is closed, the Fund records a
realized gain or loss equal to the difference between the value of
the contract at the time it was opened and the value at the time it
was closed.
<PAGE>
* Options--The Fund is authorized to write covered call options and
purchase put options. When the Fund writes an option, an amount
equal to the premium received by the Fund is reflected as an asset
and an equivalent liability. The amount of the liability is
subsequently marked to market to reflect the current market value of
the option written. When a security is purchased or sold through an
exercise of an option, the related premium paid (or received) is
added to (or deducted from) the basis of the security acquired or
deducted from (or added to) the proceeds of the security sold. When
an option expires (or the Fund enters into a closing transaction),
the Fund realizes a gain or loss on the option to the extent of the
premiums received or paid (or gain or loss to the extent the cost of
the closing transaction exceeds the premium paid or received).

Written and purchased options are non-income producing investments.

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

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

(e) Deferred organization expenses--Deferred organization expenses
are amortized on a straight-line basis over a five-year period.

(f) Dividends and distributions--Dividends from net investment
income are declared and paid monthly. Distributions of capital gains
are recorded on the ex-dividend dates.


NOTES TO FINANCIAL STATEMENTS (concluded)


2. Investment Advisory Agreement 
and Transactions with Affiliates:
The Fund has entered into an Investment Advisory Agreement with Fund
Asset Management, L.P. ("FAM"). The general partner of FAM is
Princeton Services, Inc. ("PSI"), an indirect wholly-owned
subsidiary of Merrill Lynch & Co., Inc. ("ML & Co."), which is the
limited partner.
<PAGE>
FAM is responsible for the management of the Fund's portfolio and
provides the necessary personnel, facilities, equipment and certain
other services necessary to the operations of the Fund. For such
services, the Fund pays a monthly fee at an annual rate of 0.50% of
the Fund's average weekly net assets.

Accounting services are provided to the Fund by FAM at cost.

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

3. Investments:
Purchases and sales of investments, excluding short-term securities,
for the six months ended April 30, 1995 were $97,775,645 and
$124,233,284, respectively.

Net realized and unrealized gains (losses) as of April 30, 1995 were
as follows:

                                    Realized      Unrealized
                                 Gains (Losses)     Gains

Long-term investments            $(3,927,001)     $3,937,495
Short-term investments                   638         387,354
Financial futures contracts       (4,994,096)             --
                                 -----------      ----------
Total                            $(8,920,459)     $4,324,849
                                 ===========      ==========

As of April 30, 1995, net unrealized appreciation for Federal income
tax purposes aggregated $4,324,849, of which $8,605,689 related to
appreciated securities and $4,280,840 related to depreciated
securities. The aggregate cost of investments at April 30, 1995 
for Federal income tax purposes was $448,171,849.

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

Common Stock
For the six months ended April 30, 1995, shares issued and
outstanding remained constant at 22,070,885. At April 30, 1995,
total paid-in capital amounted to $309,624,604.
<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 April 30, 1995 were as
follows: Series A, 4.08%; Series B, 4.15%; and Series C, 4.15%.

A two-for-one stock split occurred on December 1, 1994. As a result,
at April 30, 1995, there were 6,000 AMPS shares authorized, issued
and outstanding with a liquidation preference of $25,000 per share,
plus accumulated and unpaid dividends of $180,400.

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 six months ended
April 30, 1995, MLPF&S, an affiliate of FAM, earned $105,229 as
commissions.

5. Subsequent Event:
On May 9, 1995, the Fund's Board of Directors declared an ordinary
income dividend to Common Stock shareholders in the amount of
$0.070504 per share, payable on May 30, 1995 to shareholders of
record as of May 19, 1995.


PER SHARE INFORMATION

<TABLE>
Per Share Selected Quarterly Financial Data*
<CAPTION>
                                                                                     Dividends/Distributions
                                         Net       Realized    Unrealized
                                      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>
May 1, 1993 to July 31, 1993            $.30        $ .07      $   .20         $.25         $.05        --            --
August 1, 1993 to October 31, 1993       .30          .12          .66          .25          .05        --            --
November 1, 1993 to January 31, 1994     .30          .49          .19          .24          .01       $.37          $.07
February 1, 1994 to April 30, 1994       .28         (.35)       (2.06)         .24          .05        --            --
May 1, 1994 to July 31, 1994             .29          .01          .25          .24          .05        --            .01
August 1, 1994 to October 31, 1994       .31         (.04)       (1.17)         .24          .05        --            --
November 1, 1994 to January 31, 1995     .30         (.18)         .60          .24          .04        .10           .01
February 1, 1995 to April 30, 1995       .27         (.22)         .67          .22          .08        --            --
<PAGE> 
<CAPTION>
                                                     Net Asset Value                    Market Price**
For the Quarter                                   High             Low              High             Low         Volume***
<S>                                              <C>              <C>              <C>              <C>            <C>
May 1, 1993 to July 31, 1993                     $15.68           $15.07           $15.375          $14.50         1,722
August 1, 1993 to October 31, 1993                16.51            15.49            15.75            15.00         2,734
November 1, 1993 to January 31, 1994              16.29            15.70            15.75            14.375        2,309
February 1, 1994 to April 30, 1994                16.05            13.58            15.625           12.375        2,063
May 1, 1994 to July 31, 1994                      14.75            13.78            13.25            12.50         2,172
August 1, 1994 to October 31, 1994                14.42            13.20            13.25            11.125        4,298
November 1, 1994 to January 31, 1995              13.53            12.15            12.375           10.125        6,116
February 1, 1995 to April 30, 1995                14.25            13.56            12.75            12.00         2,541

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




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