MUNIYIELD INSURED FUND II INC
N-30D, 1994-06-28
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MuniYield Insured Fund II, Inc.


Semi-Annual 
Report
April 30, 1994


Officers and Directors
Arthur Zeikel, President and Director
Donald Cecil, Director
M. Colyer Crum, Director
Edward H. Meyer, Director
Jack B. Sunderland, Director
J. Thomas Touchton, 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
MTI

This report, including the financial information herein,
is transmitted to the shareholders of MuniYield Insured
Fund II, Inc. for their information. It is not a pros-
pectus, circular or representation intended for use in
the purchase of shares of the Fund or any securities men-
tioned 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 re-
turn. 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 II, Inc.
Box 9011
Princeton, NJ
08543-9011


MuniYield Insured Fund II, Inc.

TO OUR SHAREHOLDERS

For the six-month period ended April 30, 1994, the Common Stock
of MuniYield Insured Fund II, Inc. earned $0.731 per share income
dividends, which includes earned and unpaid dividends of $0.076.
This represents a net annualized yield of 10.18%, based on a
month-end per share net asset value of $14.48. Over the same
period, the total investment return on the Fund's Common Stock
was -8.60%, based on a change in per share net asset value from
$16.63 to $14.48, and assuming reinvestment of $0.741 per share
income dividends.

For the six-month period ended April 30, 1994, the Fund's
Preferred Stock had an average yield of 2.446% for Series A and
2.878% for Series B.
<PAGE>
The Environment
Inflationary expectations and investor sentiment changed for
the worse during the three-month period ended April 30, 1994.
Following stronger-than-expected economic results through year-
end 1993, the Federal Reserve Board broke with tradition on
February 4, 1994 and publicly announced a modest 25 basis point
(0.25%) increase in short-term interest rates. At the March 22,
1994 meeting of the Federal Open Market Committee, the Federal
Reserve Board again raised the Federal Funds rate by 25 basis
points, followed by another 25 basis point increase on April 18,
1994.

Rather than view the Federal Reserve Board's first tightening
move as a preemptive strike against inflation, fixed-income in-
vestors focused on Chairman Greenspan's implicit promise of
further tightening should the rate of inflation accelerate, and
bond prices declined sharply. The setback in the bond market
was also reflected in greater stock market volatility. While the
second and third increases in the Federal Funds rate were less
of a surprise, investors remained concerned that interest rates
would trend upward sharply as the central bank aggressively
attempted to contain the inflationary pressures of an improving
economy. At the same time, highly leveraged investors were forced
to liquidate positions in the face of declining stock and bond
prices. Investor confidence was not restored with the announce-
ment of the surprisingly slow 2.6% gross domestic product growth
rate for the first calendar quarter of 1994. Instead, investors
focused on the higher-than-expected (but still moderate) broad
inflation measures and became concerned that business activity
was beginning to stagnate as inflationary pressures were increasing.

The volatility in the US capital markets was mirrored in inter-
national markets during the period. Political and economic
developments, along with concerns of heightened global infla-
tionary pressures, led to a sell-off in most capital markets,
especially the emerging markets that had appreciated strongly
in 1993.

The Municipal Market
During the six months ended April 30, 1994, tax-exempt bond
yields exhibited considerable volatility as they rose to their
highest level in the past two years. As measured by the Bond
Buyer Revenue Bond Index, the yield on newly issued municipal
bonds maturing in 30 years rose over 90 basis points to 6.42% by
the end of April. Yields on seasoned municipal revenue bonds rose
by over 100 basis points in sympathy with the equally dramatic
increase in US Treasury bond yields. By the end of April, yields
of US Treasury securities rose by over 95 basis points to
approximately 7.30%.
<PAGE>
Long-term tax-exempt bond yields were essentially unchanged from
the end of October 1993 to the end of January 1994. However, on a
weekly basis, tax-exempt bond yields fluctuated by as much as 15
basis points as investors were unable to reconcile the rapid eco-
nomic growth seen late last year with continued low inflation.
Following the initial interest rate increase by the Federal
Reserve Board in early February, municipal bond prices began to
erode in concert with taxable bond prices as investors began to
sell securities in anticipation of further interest rate in-
creases. This fear led investors to withdraw from the tax-exempt
market. From early February to the end of March, total assets
of all tax-exempt bond funds declined by $14 billion to $247
billion. This decline in investor demand, coupled with fears
that the robust economic recovery seen during the fourth quarter
of 1993 would continue well into 1994, helped push municipal bond
yields higher in February and March. Attracted by tax-exempt
yields in excess of 6.25%, investor demand returned in April,
allowing yields to decline approximately 15 basis points to end
the April period at approximately 6.40%.

The magnitude of the rise in tax-exempt bond yields experienced
over the past six months has not been seen since 1987 when muni-
cipal bond rates rose 250 basis points between March and October
of that year. It is very important to note that the recent muni-
cipal bond price declines were largely the result of consistent
and insistent selling pressures over the last two months. In 1987,
the tax-exempt bond market was much more volatile and, at times,
chaotic as investors sought to liquidate positions without con-
cern for fundamental value. For the most part, the recent price
deterioration has been orderly, and the municipal bond market's
liquidity and integrity have not been challenged or jeopardized.

To a large extent, the municipal bond market has continued to be
supported by its strong technical position. New-issue volume for
the last six months has been less than $105 billion. This
represents a decline of approximately 20% versus the comparable
period a year ago. This decline was expected and has been
discussed in previous shareholder reports. This reduced issuance
has minimized potential selling pressure in recent months since
institutional investors have been wary of selling appreciable
amounts of securities that they may be unable to replace later
this year at any price level. We expect this decline in issuance
to continue since we anticipate recent yield increases to
significantly impact future municipal bond issuance. Just as
higher mortgage rates slow home mortgage refinancings, the recent
rise in bond yields will prevent bond refinancings from becoming
the driving force in bond issuance in 1994 as they were in 1993.
<PAGE>
Despite recent price declines, tax-exempt securities remain among
the most attractive investment alternatives available. After the
recent yield increases, longer-term municipal securities yield
approximately 90% of comparable US Treasury yields. Purchasers of
these municipal bonds also accrue substantial after-tax yield
advantages. To investors in the 39% marginal Federal income tax
bracket, the purchase of a municipal bond yielding 6.50%
represents an after-tax equivalent of 10.65%. With prevailing
estimates of 1994 inflation at no more than 3%--4%, real after-
tax rates in excess of 6.50% easily compensate longer-term
investors for much of the price volatility recently experienced.

Portfolio Strategy
During the six-month period ended April 30, 1994, our strategy
was to continue to structure the Fund's portfolio so that it
would maintain an attractive level of tax-exempt income. Within
this framework we sold prerefunded bonds with approaching call
dates and particular issues that we perceived to be fully valued
in relation to the market as a whole. Subsequently, we had an
opportunity to make additions to the portfolio, notably in the
insured sector of the municipal market. We emphasized the acqui-
sition of current coupon income-oriented issues in specific
high-tax states. Our expectations for long-term municipal in-
terest rates is positive. Given the recent rise in yields and
the alternative investment choices, municipal securities are
offering very attractive yield levels.

We have kept the Fund's cash reserve position at a minimum level
to take advantage of the steep yield spread between short-term
and long-term interest rates, which continues to generate
positive benefits to Common Stock shareholders as a result of the
leveraging of the Preferred Stock. 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. Should the interest rate differential between short-term
and long-term interest rates narrow because of a rise in short-
term interest rates, the incremental yield "pick-up" on the
Common Stock will be reduced. Furthermore, if long-term interest
rates rise, the Common Stock's net asset value will reflect the
full decline in the entire portfolio holdings, since the value of
the Fund's Preferred Stock does not fluctuate. During the six-
month period ended April 30, 1994, long-term interest rates rose,
reflected in the decline in the net asset value of the Fund's
Common Stock. For a complete explanation of leveraging, see the
description given below.
<PAGE>
We appreciate your ongoing interest in MuniYield Insured Fund II,
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

June 6, 1994


THE BENEFITS AND RISKS OF LEVERAGING

MuniYield Insured Fund II, Inc. utilizes leveraging to seek to
enhance the yield and net asset value of its Common Stock. How-
ever, 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 in-
vests 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.
<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. At the same time, the market
value of 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 in-
vestments, since the value of the fund's Preferred Stock does not
fluctuate. In addition to the decline in net asset value, the mar-
ket value of the fund's Common Stock may also decline.

PER SHARE INFORMATION
<TABLE>
Per Share Selected Quarterly Financial Data*
<CAPTION>
                                                     Net                 Unrealized             Dividends/Distributions
                                                 Investment   Realized      Gains     Net Investment Income      Capital Gains
For the Period                                     Income       Gains     (Losses)     Common    Preferred    Common    Preferred
<S>                                                 <C>         <C>         <C>        <C>         <C>         <C>        <C>
October 30, 1992++ to January 31, 1993              $.25        $.01        $ .68      $.13        $.04         --         --
February 1, 1993 to April 31, 1993                   .30         .07          .63       .25         .04         --         --
May 1, 1993 to July 31, 1993                         .30         .15          .14       .25         .05         --         --
August 1, 1993 to October 31, 1993                   .30         .07          .78       .25         .05         --         --
November 1, 1993 to January 31, 1994                 .30         .19         (.12)      .25         .01        $.25       $.05
February 1, 1994 to April 30, 1994                   .28         .18         2.13       .24         .05         --         --

<CAPTION>
                                                                           Net Asset Value          Market Price**
For the Period                                                            High         Low         High        Low      Volume***
<S>                                                                      <C>         <C>         <C>         <C>         <C>
October 30, 1992++ to January 31, 1993                                   $14.78      $14.75      $15.125     $14.125      8,336
February 1, 1993 to April 31, 1993                                        16.00       14.75       15.875      14.625     17,791
May 1, 1993 to July 31, 1993                                              16.01       15.39       15.75       15.00       1,237
August 1, 1993 to October 31, 1993                                        16.95       15.80       16.50       15.25       2,677
November 1, 1993 to January 31, 1994                                      16.61       16.03       16.75       15.375        998
February 1, 1994 to April 30, 1994                                        16.38       13.87       16.125      12.75       1,791

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

PORTFOLIO ABBREVIATIONS
<PAGE>
To simplify the listings of MuniYield Insured 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)
COP     Certificates of Participation
EDA     Economic Development Authority
GO      General Obligation Bonds
HFA     Housing Finance Authority
PCR     Pollution Control Revenue Bonds
RAN     Revenue Anticipation Notes
RIB     Residual Interest Bonds
S/F     Single-Family
TAN     Tax Anticipation Notes
TRAN    Tax Revenue Anticipation Notes
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--0.5%                AAA       Aaa      $ 2,000    East Alabama Health Care Authority, Health Care
                                                           Facilities, Revenue Refunding Bonds, TAN, 5.25%
                                                           due 9/01/2014 (d)                                           $  1,761

Arizona--0.6%                AAA       Aaa        2,165    Chandler, Arizona, Water and Sewer, Revenue Refunding
                                                           Bonds, 6.25% due 7/01/2013 (c)                                 2,183
<PAGE>
California--13.9%            AAA       Aaa        1,500    California State, GO (Variable Purpose), 6% due 10/01/2021
                                                           (d)                                                            1,445
                             AAA       Aaa        5,000    California State Public Works Board, Lease Revenue Bonds
                                                           (Department of Corrections--California State Prison),
                                                           Series B, 5.375% due 12/01/2019 (d)                            4,398
                                                           California State Public Works Board, Lease Revenue Bonds
                                                           (Various Universities of California Projects):
                             A         A1         2,000     Refunding, Series A, 5.50% due 6/01/2021                      1,728
                             AAA       Aaa        7,250     Series A, 6.40% due 12/01/2016 (b)                            7,299
                             A         A1         5,000     Series B, 5.50% due 6/01/2019 (d)                             4,357
                             SP-1      MIG1++     5,000    California State, RAN, Series B, 3.50% due 7/26/1994           5,006
                             SP-1+     MIG1++     2,100    Los Angeles, California, University School District, TRAN,
                                                           3.25% due 7/15/1994                                            2,101
                             AAA       Aaa        2,250    Los Angeles, California, Wastewater System Revenue Re-
                                                           funding Bonds, Series A, 5.70% due 6/01/2020 (d)               2,078
                             AAA       Aaa        5,000    Los Angeles County, California, COP (Correctional Facil-
                                                           ities Project), 6.50% due 9/01/2013 (d)                        5,076
                             AAA       Aaa        8,000    Los Angeles County, California, Transportation Commission,
                                                           Sales Tax Revenue Bonds, Proposition C, Second Senior,
                                                           Series A, 6% due 7/01/2023 (d)                                 7,691
                             AAA       Aaa        1,750    Moulton Niguel Water District, California, COP, 4.80% due
                                                           9/01/2017 (b)                                                  1,426
                             AAA       Aaa        1,250    Sacramento, California, Municipal Utility District,
                                                           Electric Revenue Refunding Bonds, Series D, 5.25% due
                                                           11/15/2020 (d)                                                 1,077
                             AAA       Aaa        1,440    Southern California Public Power Authority, Power Project
                                                           Revenue Bonds (San Juan Unit 3), Series A, 5.25% due
                                                           1/01/2014 (d)                                                  1,274
                             AAA       Aaa        2,000    Southern California Public Power Authority, Revenue Re-
                                                           funding Bonds (Transmission Project), Subseries A, 5.25%
                                                           due 7/01/2020 (d)                                              1,725
                             NR        Aa         2,300    University of California, COP, Refunding (UCLA Center
                                                           Chiller/Cogen Project), 5.60% due 11/01/2020                   2,053
                             AAA       Aaa        1,000    University of California, Revenue Refunding Bonds (Housing
                                                           System), Series A, 5% due 11/01/2013 (d)                         862
</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>
Connecticut--2.3%            AAA       Aaa      $ 8,000    Connecticut State HFA, Revenue Bonds (Housing Mortgage
                                                           Finance Program), Series B, 6.75% due 11/15/2023 (d)        $  8,126

Delaware--1.2%               AAA       Aaa        2,500    Delaware River and Bay Authority, Delaware, Revenue
                                                           Refunding Bonds, 4.75% due l/01/2024 (d)                       2,008
                             AAA       Aaa        2,500    Delaware State EDA, Gas Facility Revenue Bonds (Delmarva
                                                           Power and Light), Series A, AMT, 6.05% due 6/01/2032 (d)       2,393
<PAGE>
Florida--3.4%                AAA       Aaa        1,500    Brevard County, Florida, School Board, COP, Refunding,
                                                           Series A, 6.50% due 7/01/2012 (b)                              1,538
                                                           Florida State Municipal Power Agency Revenue Bonds:
                             AAA       Aaa        2,000     (Power Supply Project), 5.10% due 10/01/2025                  1,661
                             AAA       Aaa        3,850     Refunding (Saint Lucie Project), 5.25% due 10/01/2021 (c)     3,352
                             AAA       Aaa        3,350    Orlando and Orange County Expressway Authority, Florida,
                                                           Revenue Refunding Bonds (Florida Expressway), Junior Lien,
                                                           Series A, 5.25% due 7/01/2019 (c)                              2,931
                             AAA       Aaa        3,000    West Palm Beach, Florida, Utility System Revenue Bonds,
                                                           Series B, 5.40% due 10/01/2023 (c)                             2,662

Georgia--3.4%                AAA       Aaa        4,700    Albany, Georgia, Sewer System Revenue Bonds, 6.70% due
                                                           7/01/2022 (d)                                                  4,864
                             AAA       Aaa        5,000    Atlanta, Georgia, COP (Atlanta Pretrial Detention Center),
                                                           6.25% due 12/01/2017 (d)                                       4,981
                             AA-       A3         2,000    Monroe County, Georgia, Development Authority, PCR,
                                                           Refunding (Oglethorpe Power Scherer), Series A, 6.80% due
                                                           l/01/2012                                                      2,067

Hawaii--2.4%                 AAA       Aaa        6,000    Hawaii State Airport System Revenue Bonds, Second Series,
                                                           AMT, 7% due 7/01/2018 (d)                                      6,431
                             AAA       Aaa        2,625    Hawaii State, Department of Budget and Finance, Special
                                                           Purpose Mortgage Revenue Bonds (Hawaiian Electric Company
                                                           and Subsidiary Project), AMT, 5.45% due 11/01/2023 (d)         2,296

Illinois--8.1%                                             Chicago, Illinois, O'Hare International Airport, Special
                                                           Facilities Revenue Bonds (International Terminal), AMT (d):
                             AAA       Aaa        2,000     6.75% due l/01/2012                                           2,072
                             AAA       Aaa        3,870     6.75% due 1/01/2018                                           3,955
                             AAA       Aaa       10,375    Chicago, Illinois, Wastewater Transmission Revenue Bonds,
                                                           6.35% due 1/01/2022 (c)                                       10,320
                             A-        NR         1,300    Illinois Health Facilities Authority Revenue Bonds
                                                           (Northern Illinois Medical Center Project), 5.875% due
                                                           9/01/2013                                                      1,192
                                                           Metropolitan Pier and Exposition Authority, Illinois,
                                                           Dedicated State Tax Revenue Bonds, Series A:
                             A+        A          1,505     6.50% due 6/15/2022                                           1,497
                             AAA       Aaa       10,000     6.50% due 6/15/2027 (b)                                      10,070

Indiana--2.6%                AAA       Aaa        3,800    Ball State University, Indiana, University Revenue Bonds
                                                           (Student Fee), Series G, 6.125% due 7/01/2014                  3,661
                             AAA       Aaa        1,390    Indiana Municipal Power Agency, Power Supply System,
                                                           Revenue Refunding Bonds, Series B, 6% due 1/01/2012 (d)        1,369
                             A+        NR         4,650    Indianapolis, Indiana, Local Public Improvement Bond Bank,
                                                           Refunding Bonds, Series D, 6.75% due 2/01/2020                 4,627

Iowa--1.3%                   AAA       Aaa        4,715    Iowa Financing Authority, S/F, Mortgage Revenue Refunding
                                                           Bonds, Series F, 6.35% due 7/01/2009 (b)                       4,696
<PAGE>
Louisiana--0.6%              NR        Aa         2,000    Louisiana Public Facilities Authority, Student Loan Revenue
                                                           Bonds, Senior Series A-2, AMT, 6.75% due 9/01/2006             2,042
</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>
Massachusetts--4.7%                                        Massachusetts State Health and Educational Facilities
                                                           Authority Revenue Bonds:
                             NR        VMIG1    $ 1,500     (Capital Asset Program), Series E, VRDN, 3% due 1/01/2035
                                                            (a)                                                        $  1,500
                             AAA       Aaa        5,000     (Massachusetts General Hospital), Series F, 6.25% due
                                                            7/01/2020 (b)                                                 4,961
                             AAA       Aaa       10,000     (Northeastern University), Series E, 6.55% due 10/01/2022
                                                            (d)                                                          10,196

Michigan--2.2%               AAA       Aaa        2,750    Caledonia, Michigan, Community Schools, Revenue Refunding
                                                           Bonds, UT, 6.625% due 5/01/2014 (b)                            2,828
                             BBB       Baa1       1,750    Michigan State, Hospital Financing Authority, Revenue Re-
                                                           funding Bonds (Pontiac Osteopathic), Series A, 6% due
                                                           2/01/2024                                                      1,515
                             AAA       Aaa        3,500    Monroe County, Michigan, PCR (Detroit Edison Company--Coll
                                                           Project), Series I-B, AMT, 6.55% due 9/01/2024 (d)             3,556

Minnesota--1.3%              A-        A          4,500    Minneapolis and St. Paul, Minnesota, Housing and Redevel-
                                                           opment Authority, Health Care System Revenue Bonds (Group
                                                           Health Plan Incorporated Project), 6.90% due 10/15/2022        4,622

Missouri--0.6%               AAA       Aaa        2,000    Missouri State Health and Educational Facility Authority,
                                                           Health Facilities Revenue Bonds (Heartland Health Systems
                                                           Project), 6.35% due 11/15/2017 (b)                             2,018

Nebraska--0.7%               NR        Aa         2,700    Nebraska Higher Education Loan Program Incorporated Revenue
                                                           Bonds, Senior Sub-Lien, Series A-5, AMT, 6.65% due
                                                           6/01/2008                                                      2,676

Nevada--3.5%                 AAA       Aaa        2,770    Henderson, Nevada, Health Care Facilities, Revenue Re-
                                                           funding Bonds (Catholic Healthcare), Series A, 5% due
                                                           7/01/2020 (b)                                                  2,286
                             AAA       Aaa        5,000    Washoe County, Nevada, Gas Facility Revenue Bonds (Sierra
                                                           Pacific Power), AMT, 6.55% due 9/01/2020 (d)                   5,045
                             AAA       Aaa        5,000    Washoe County, Nevada, Water Facility Revenue Bonds (Sierra
                                                           Pacific Power), AMT, 6.65% due 6/01/2017 (d)                   5,111

New Jersey--1.0%             AAA       Aaa        3,650    New Jersey EDA, Water Facilities, Revenue Refunding Bonds
                                                           (Hackensack Water Company Project), Series A, 5.80% due
                                                           3/01/2024 (d)                                                  3,452
<PAGE>
New Mexico--2.1%             AAA       Aaa        7,250    Gallup, New Mexico, PCR, Refunding (Plains Electric Gener-
                                                           ation), 6.65% due 8/15/2017 (d)                                7,478

New York--7.9%               A-        Baa1       7,500    New York City, New York, GO, Series C, Subseries C-l , 7%
                                                           due 8/01/2018                                                  7,848
                                                           New York City, New York, Municipal Water Finance Authority,
                                                           Water and Sewer System Revenue Bonds, Series B:
                             AAA       Aaa        2,575     5.375% due 6/15/2019 (b)                                      2,282
                             AAA       Aaa          475     5.375% due 6/15/2019 (d)                                        421
                             BBB-      Baa1       5,725    New York State Dormitory Authority Revenue Bonds (Upstate
                                                           Community Colleges), Series A, 5.70% due 7/01/2021             5,097
                             BB+       Baa        1,000    New York State Energy Research and Development Authority,
                                                           Electric Facilities Revenue Bonds (Long Island Lighting), 
                                                           Series A, AMT, 7.15% due 6/01/2020                             1,015
                             A         A          1,500    New York State Local Government Assistance Corporation
                                                           Revenue Bonds, Series D, 5% due 4/01/2023                      1,223
                                                           New York State Medical Care Facilities Finance Agency 
                                                           Revenue Bonds (Mental Health Services Facility):
                             BBB+      Baa1       3,500     Refunding, Series F, 5.375% due 2/15/2014                     3,075
                             BBB+      Baa1       5,685     Refunding, Series F, 5.25% due 2/15/2019                      4,784
                             BBB+      Baa1       3,000     Series A, 5.25% due 8/15/2023                                 2,481

Ohio--1.2%                   AAA       Aaa        5,000    Ohio Municipal Electric Generation Agency, COP (Joint 
                                                           Venture 5), 5.375% due 2/15/2024 (b)                           4,424
</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>
Oklahoma--0.6%               AAA       Aaa      $ 2,500    Oklahoma State Municipal Power Authority, Power Supply
                                                           System, Revenue Refunding Bonds, Series A, 4.75% due
                                                           1/01/2022 (c)                                               $  2,040

Oregon--0.4%                 AAA       Aaa        1,500    Oregon State Department of Transportation Revenue Bonds
                                                           (Regulation Light Rail Fund--Westside Project), 6.25% due
                                                           6/01/2009 (d)                                                  1,533

Pennsylvania--3.0%                                         Allegheny County, Pennsylvania, Hospital Development
                                                           Authority Revenue Bonds (Health Center Presbyterian 
                                                           University), Series A (d):
                             AAA       Aaa        5,000     6.25% due 11/01/2023                                          4,927
                             A1+       VMIG1        100     VRDN, 3.20% due 3/01/2020 (a)                                   100
                             AAA       Aaa        1,000    Beaver County, Pennsylvania, Hospital Authority, Revenue
                                                           Refunding Bonds (Medical Center Beaver County, Incorpor-
                                                           ated), 6.625% due 7/01/2010 (b)                                1,039
                             AA        Aa         4,000    Pennsylvania HFA, RIB, AMT, 8.769% due 4/01/2025 (g)           3,525
                             BBB+      Baa1       1,150    Philadelphia, Pennsylvania, Hospitals and Higher Education
                                                           Facilities Authority, Hospital Revenue Refunding Bonds 
                                                           (Temple University Hospital), Series A, 6.625% due 
                                                           11/15/2023                                                     1,103
<PAGE>
South Carolina--4.2%                                       Piedmont, South Carolina, Municipal Power Agency, Electric
                                                           Revenue Refunding Bonds (d):
                             AAA       Aaa        3,500     6.30% due 1/01/2014                                           3,476
                             AAA       Aaa       10,000     6.30% due 1/01/2022                                           9,857
                             AAA       Aaa        2,000    South Carolina State Public Service Authority Revenue Bonds
                                                           (Santee Cooper), Series D, 6.50% due 7/01/2014 (b)             2,031

South Dakota--0.7%           AAA       Aaa        2,300    Rapid City, South Dakota, Sales Tax Revenue Refunding 
                                                           Bonds, Series B, 6% due 6/01/2012 (c)                          2,312

Tennessee--1.1%              AAA       Aaa        1,000    Clarksville, Tennessee, Water, Sewer and Gas Revenue Re-
                                                           funding and Improvement Bonds, Series B, 6.25% due 2/01/2018
                                                           (d)                                                              999
                             AAA       Aaa        2,905    Knox County, Tennessee, Health Educational and Housing
                                                           Facilities Board, Hospital Facilities Revenue Refunding 
                                                           Bonds (Fort Sanders Alliance), Series C, 6.25% due 1/01/2013
                                                           (d)                                                            2,940

Texas--9.2%                                                Brazos River Authority, Texas, Revenue Refunding Bonds (b):
                             AAA       Aaa        7,000     (Coll Houston Light & Power), Series A, 6.70% due
                                                            3/01/2017                                                     7,202
                             AAA       Aaa       11,500     PCR (Coll Texas Utilities Company Project), AMT, 6.50% due
                                                            12/01/2027                                                   11,543
                             AAA       Aaa        6,105    Brownsville, Texas, Utilities System Revenue Bonds, 6.50%
                                                           due 9/01/2017 (b)                                              6,175
                             AAA       Aaa        l,000    Harris County, Texas, Revenue Refunding Bonds (Toll Road
                                                           Senior Lien), Series A, 6.50% due 8/15/2017 (b)                1,081
                             AAA       Aaa        5,565    Houston, Texas, Water and Sewer System Revenue Bonds, 
                                                           Junior Lien, Series A, 6.375% due 12/01/2022 (d)               5,609
                             AAA       Aaa        1,500    Sabine River Authority, Texas, PCR, Refunding (Coll Texas
                                                           Utilities Electric Company Project), 6.55% due 10/01/2022
                                                           (c)                                                            1,521
</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>
Virginia--2.1%               AAA       Aaa      $ 6,750    Prince William County, Virginia, Service Authority, Water
                                                           and Sewer System Revenue Bonds, 6.50% due 7/01/2001 (c)(e)  $  7,341
<PAGE>
Washington--9.0%             AA        Aa         3,000    Seattle, Washington, Water System Revenue Refunding Bonds,
                                                           5.50% due 6/01/2014                                            2,741
                             AAA       Aaa       11,000    Spokane County, Washington, Lease Revenue Refunding
                                                           Financing Bonds (Multi-Purpose Arena Project), Series A,
                                                           AMT, 6.60% due 1/01/2014 (b)                                  11,203
                             AAA       Aaa        2,500    Washington State, Health Care Facilities Authority Revenue
                                                           Bonds (Virginia Mason Obligation Group, Seattle), 6.30% 
                                                           due 2/15/2017 (d)                                              2,444
                                                           Washington State Public Power Supply System, Revenue
                                                           Refunding Bonds (Nuclear Project Number 1) (d):
                             AAA       Aaa        4,000     Series A, 6.25% due 7/01/2017                                 3,947
                             AAA       Aaa        3,485     Series B, 5.60% due 7/01/2015                                 3,183
                                                           Washington State Public Power Supply System, Revenue
                                                           Refunding Bonds (Nuclear Project Number 2), Series A:
                             AA        Aa         2,500     5.375% due 7/01/2010                                          2,244
                             AA        Aa         2,500     5.375% due 7/01/2011                                          2,223
                             AAA       Aaa        4,150    Yakima--Tieton, Washington, Irrigation District, Revenue
                                                           Refunding Bonds, 6.125% due 6/01/2013 (f)                      4,111

Wisconsin--2.5%                                            Wisconsin State Health and Educational Facilities Authority
                                                           Revenue Bonds:
                             AAA       Aaa        4,000     (Aurora Health Care Obligated Group), 5.25% due
                                                            8/15/2023 (d)                                                 3,371
                             AAA       Aaa        6,000     Refunding (Meriter Hospital Incorporated), Series A, 6% 
                                                            due 12/01/2022 (c)                                            5,649

Wyoming--0.1%                A1+       Aaa          300    Lincoln County, Wyoming, PCR (Exxon Project), Series C, 
                                                           AMT, VRDN, 2.80% due 7/01/2017 (a)                               300

Total Investments (Cost--$352,451)--98.4%                                                                               352,015
Other Assets Less Liabilities--1.6%                                                                                       5,754
                                                                                                                       --------
Net Assets--100.0%                                                                                                     $357,769
                                                                                                                       ========
<FN>
(a) The interest rate is subject to change periodically based
    upon the prevailing market rate. The interest rates shown are 
    the rates in effect at April 30, 1994.
(b) AMBAC Insured.
(c) FGIC Insured.
(d) MBIA Insured.
(e) Prerefunded.
(f) FSA Insured.
(g) The interest rate is subject to change periodically and
    inversely based upon the prevailing market rate. The interest
    rates shown are the rates in effect at April 30, 1994.
  + Highest short-term rating by Moody's Investors Service, Inc.

See Notes to Financial Statements.
</TABLE>

<PAGE>
FINANCIAL INFORMATION
<TABLE>
Statement of Assets, Liabilities and Capital as of April 30, 1994
<CAPTION>
<S>                     <S>                                                                       <C>             <C>
Assets:                 Investments, at value (identified cost $352,450,950) (Note 1a)                            $352,014,576
                        Cash                                                                                            72,201
                        Receivables:
                          Interest                                                                $  6,942,022
                          Securities sold                                                            2,187,619       9,129,641
                                                                                                  ------------
                        Deferred organization expenses (Note 1e)                                                        32,978
                        Prepaid expenses and other assets                                                              136,151
                                                                                                                  ------------
                        Total assets                                                                               361,385,547
                                                                                                                  ------------

Liabilities:            Payables:
                          Securities purchased                                                       2,803,007
                          Dividends to shareholders (Note 1g)                                          671,523
                          Investment adviser (Note 2)                                                  141,737       3,616,267
                                                                                                  ------------    ------------
                        Total liabilities                                                                            3,616,267
                                                                                                                  ------------

Net Assets:             Net assets                                                                                $357,769,280
                                                                                                                  ============

Capital:                Capital Stock (200,000,000 shares authorized) (Note 4):
                          Preferred Stock, par value $.10 per share (2,400 shares of AMPS* 
                          issued and outstanding at $50,000 per share liquidation preference)                     $120,000,000
                          Common Stock, par value $.10 per share (16,420,827 shares issued and
                          outstanding)                                                            $  1,642,083
                        Paid-in capital in excess of par                                           228,565,325
                        Undistributed investment income--net                                         1,983,059
                        Undistributed realized capital gains--net                                    6,015,187
                        Unrealized depreciation on investments--net                                   (436,374)
                                                                                                  ------------
                        Total--Equivalent to $14.48 net asset value per share of Common Stock
                        (market price--$13.375)                                                                    237,769,280
                                                                                                                  ------------
                        Total capital                                                                             $357,769,280
                                                                                                                  ============

                      <FN>
                      * Auction Market Preferred Stock.

                        See Notes to Financial Statements.
</TABLE>
<PAGE>
FINANCIAL INFORMATION (continued)
<TABLE>
Statement of Operations for the Six Months Ended April 30, 1994
<CAPTION>
<S>                     <S>                                                                       <C>             <C>
Investment Income       Interest and amortization of premium and discount earned                                  $ 10,803,427
(Note 1d):

Expenses:               Investment advisory fees (Note 2)                                         $    942,194
                        Commission fees (Note 4)                                                       158,466
                        Professional fees                                                               37,576
                        Transfer agent fees                                                             26,228
                        Accounting services (Note 2)                                                    18,705
                        Listing fees                                                                    15,357
                        Printing and shareholder reports                                                13,475
                        Directors' fees and expenses                                                    11,174
                        Custodian fees                                                                   9,829
                        Pricing fees                                                                     5,694
                        Amortization of organization expenses (Note 1e)                                  3,402
                        Other                                                                           15,665
                                                                                                  ------------
                        Total expenses                                                                               1,257,765
                                                                                                                  ------------
                        Investment income--net                                                                       9,545,662
                                                                                                                  ------------

Realized &              Realized gain on investments--net                                                            6,015,193
Unrealized Gain         Change in unrealized appreciation/depreciation on investments--net                         (36,959,687)
(Loss) on                                                                                                         ------------
Investments--Net        Net Decrease in Net Assets Resulting from Operations                                      $(21,398,832)
(Notes 1d & 3):                                                                                                   ============

                        See Notes to Financial Statements.
</TABLE>

FINANCIAL INFORMATION (continued)
<TABLE>
Statements of Changes in Net Assets
<CAPTION>
                                                                                                   For the Six    For the Year
                                                                                                  Months Ended       Ended
Increase (Decrease) in Net Assets:                                                               April 30, 1994   Oct. 31, 1993
<S>                     <S>                                                                       <C>             <C>
Operations:             Investment income--net                                                    $  9,545,662    $ 18,825,793
                        Realized gain on investments--net                                            6,015,193       4,951,515
                        Change in unrealized appreciation/depreciation on investments--net         (36,959,687)     36,523,313
                                                                                                  ------------    ------------
                        Net increase (decrease) in net assets resulting from operations            (21,398,832)     60,300,621
                                                                                                  ------------    ------------
<PAGE>
Dividends &             Investment income--net:
Distributions to          Common Stock                                                              (7,974,869)    (14,394,871)
Shareholders              Preferred Stock                                                           (1,063,896)     (2,954,760)
(Note 1g):              Realized gain on investments--net:
                          Common Stock                                                              (4,174,365)             --
                          Preferred Stock                                                             (777,156)             --
                                                                                                  ------------    ------------
                        Net decrease in net assets resulting from dividends and distributions
                        to shareholders                                                            (13,990,286)    (17,349,631)
                                                                                                  ------------    ------------

Common &                Proceeds from issuance of Preferred Stock                                           --     120,000,000
Preferred Stock         Value of shares issued to Common Stock shareholders in reinvestment
Transactions            of dividends                                                                   519,444       1,373,218
(Notes 1e & 4):         Offering and underwriting costs resulting from the issuance of
                        Preferred Stock                                                                     --      (2,352,020)
                                                                                                  ------------    ------------
                        Net increase in net assets derived from Common and Preferred Stock
                        transactions                                                                   519,444     119,021,198
                                                                                                  ------------    ------------

Net Assets:             Total increase (decrease) in net assets                                    (34,869,674)    161,972,188
                        Beginning of period                                                        392,638,954     230,666,766
                                                                                                  ------------    ------------
                        End of period*                                                            $357,769,280    $392,638,954
                                                                                                  ============    ============
                      <FN>
                      * Undistributed investment income--net                                      $  1,983,059    $  1,476,162
                                                                                                  ============    ============
                        See Notes to Financial Statements.
</TABLE>

FINANCIAL INFORMATION (concluded)
<TABLE>
Financial Highlights
<CAPTION>
                                                                                                                       For the
                                                                                          For the Six                  Period
The following per share data and ratios have been derived                                    Months       For the     October 30,
from information provided in the financial statements.                                        Ended     Year Ended     1992++ to
                                                                                            April 30,   October 31,   October 31,
Increase (Decrease) in Net Asset Value:                                                       1994         1993          1992
<S>                       <S>                                                              <C>          <C>          <C>
Per Share                 Net asset value, beginning of period                             $    16.63   $    14.15   $    14.18
Operating                                                                                  ----------   ----------   ----------
Performance:                 Investment income--net                                               .58         1.15           --
                             Realized and unrealized gain (loss) on
                             investments--net                                                   (1.88)        2.53           --
                                                                                           ----------   ----------   ----------
                          Total from investment operations                                      (1.30)        3.68           --
                                                                                           ----------   ----------   ----------
<PAGE>
                          Less dividends and distributions to Common Stock
                          shareholders:
                             Investment income--net                                              (.49)        (.88)          --
                             Realized gain on investments--net                                   (.25)          --           --
                                                                                           ----------   ----------   ----------
                          Total dividends and distributions to Common Stock
                          shareholders                                                           (.74)        (.88)          --
                                                                                           ----------   ----------   ----------
                          Capital charge resulting from issuance of Common Stock                   --           --         (.03)
                                                                                           ----------   ----------   ----------
                          Effect of Preferred Stock activity++++:
                             Dividends and distributions to Preferred Stock
                             shareholders:
                                 Investment income--net                                          (.06)        (.18)          --
                                 Realized gain on investments--net                               (.05)          --           --
                             Capital charge resulting from issuance of Common
                             Stock                                                                 --         (.14)          --
                                                                                           ----------   ----------   ----------
                          Total effect of Preferred Stock activity                               (.11)        (.32)          --
                                                                                           ----------   ----------   ----------
                          Net asset value, end of period                                   $    14.48   $    16.63   $    14.15
                                                                                           ==========   ==========   ==========
                          Market price per share, end of period                            $   13.375   $   15.875   $    15.00
                                                                                           ==========   ==========   ==========

Total Investment          Based on market price per share                                     (11.56%)+++   11.95%        0.00%+++
Return:**                                                                                  ==========   ==========   ==========
                          Based on net asset value per share                                   (8.60%)+++   24.32%       (0.21%)+++
                                                                                           ==========   ==========   ==========

Ratios to Average         Expenses, net of reimbursement                                         .66%*        .54%          --%
Net Assets:***                                                                             ==========   ==========   ==========
                          Expenses                                                               .66%*        .65%          --%
                                                                                           ==========   ==========   ==========
                          Investment income--net                                                5.05%*       5.25%          --%
                                                                                           ==========   ==========   ==========

Supplemental              Net assets, net of Preferred Stock, end of period
Data:                     (in thousands)                                                   $  237,769   $  272,639   $  230,667
                                                                                           ==========   ==========   ==========
                          Preferred Stock outstanding, end of period
                          (in thousands)                                                   $  120,000   $  120,000   $       --
                                                                                           ==========   ==========   ==========
                          Portfolio turnover                                                   24.81%       38.69%          --%
                                                                                           ==========   ==========   ==========

Dividends Per Share       Series A--Investment income--net                                 $      372   $    1,183   $       --
On Preferred Stock        Series B--Investment income--net                                        515        1,279           --
Outstanding:
<PAGE>
                      <FN>
                       ++ Commencement of Operations.
                     ++++ The Fund's Preferred Stock was issued on November 30, 1992.
                        * 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.
                      +++ Aggregate total investment return.

                          See Notes to Financial Statements.
</TABLE>


NOTES TO FINANCIAL STATEMENTS

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

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

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

(e) Deferred organization and offering expenses--Deferred organ-
ization expenses are amortized on a straight-line basis over
a five-year period. Direct expenses relating to the public offer-
ing of the Common and Preferred Stock were charged to capital at
the time of issuance.

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

(g) Dividends and distributions--Dividends from net investment
income are declared and paid monthly. Distributions of capital
gains are recorded on the ex-dividend dates.
<PAGE>
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., an indirect wholly-owned subsidiary of
ML & Co. The limited partners are ML & Co. and Merrill Lynch
Investment Management, Inc. ("MLIM"), which is also an indirect
wholly-owned subsidiary of ML & Co.

FAM is responsible for the management of the Fund's portfolio and
provides the necessary personnel, facilities, equipment and
certain other services necessary to the operations of the Fund.
For such services, the Fund pays a monthly fee at an annual rate
of 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, MLIM, 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, 1994 were
$88,306,865 and $95,937,769, respectively.

Net realized and unrealized gains (losses) as of April 30, 1994
were as follows:

                                    Realized     Unrealized
                                     Gains         Losses

Long-term investments              $4,735,116    $ (376,173)
Short-term investments                  9,837       (60,201)
Financial futures contracts         1,270,240            --
                                   ----------    ----------
Total                              $6,015,193    $ (436,374)
                                   ==========    ==========

As of April 30, 1994, net unrealized depreciation for Federal
income tax purposes aggregated $436,374, of which $5,911,670
related to appreciated securities and $6,348,044 related to
depreciated securities. The aggregate cost of investments at
April 30, 1994 for Federal income tax purposes was $352,450,950.
<PAGE>
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, 1994, shares issued and
outstanding increased by 30,267 to 16,420,827 as a result of
dividend reinvestment. At April 30, 1994, total paid-in capital
amounted to $230,207,408.

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, 1994 were as
follows: Series A, 2.65% and Series B, 3.075%.

In connection with the offering of AMPS, the Board of Directors
reclassified 2,400 shares of unissued capital stock as AMPS. For
the six months ended April 30, 1994, there were 2,400 AMPS shares
authorized, issued and outstanding with a liquidation preference
of $50,000 per share, plus accumulated and unpaid dividends of
$507,378.

The Fund pays commissions to certain broker-dealers at the end of
each auction at the annual rate of one-quarter of 1% calculated
on the proceeds of each auction. For the six months ended April
30, 1994, MLPF&S, an affiliate of MLIM, earned $137,149 as
commissions.

5. Subsequent Event:
On May 6, 1994, the Fund's Board of Directors declared an
ordinary income dividend to Common Stock shareholders in the
amount of $.076257 per share payable on May 27, 1994 to
shareholders of record as of May 17, 1994.




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