MUNIVEST FUND II INC
N-30D, 1995-06-12
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MUNIVEST
FUND II, INC.






FUND LOGO






Semi-Annual Report

April 30, 1995





This report, including the financial information herein, is transmitted to the 
shareholders of MuniVest 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.
<PAGE>









MuniVest Fund II, Inc.
Box 9011
Princeton, NJ
08543-9011



MUNIVEST FUND II, INC.


The Benefits and
Risks of
Leveraging

MuniVest 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.




Officers and
Directors

Arthur Zeikel, President and Director
Ronald W. Forbes, Director
Cynthia A. Montgomery, Director
Charles C. Reilly, Director
Kevin A. Ryan, Director
Richard R. West, Director
Terry K. Glenn, Executive Vice President
Donald C. Burke, Vice President
Vincent R. Giordano, Vice President
Kenneth A. Jacob, Vice President
Fred K. Stuebe, Vice President
Gerald M. Richard, Treasurer
Mark B. Goldfus, Secretary

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

Custodian
The Bank of New York
90 Washington Street
New York, New York 10286

NYSE Symbol
MVT
<PAGE>
              

       
DEAR SHAREHOLDER

For the six months ended April 30, 1995, the Common Stock of MuniVest Fund II, 
Inc. earned $0.422 per share income dividends, which included earned and
unpaid dividends of $0.069. This represents a net annualized yield of 6.37%, 
based on a month-end net asset value of $13.36 per share. Over the same period,
the total investment return on the Fund's Common Stock was +10.47%, based on a
change in per share net asset value from $12.56 to $13.36, and assuming
reinvestment of $0.426 per share income dividends.

For the six-month period ended April 30, 1995, the Fund's Auction Market
Preferred Stock had an average yield as follows: Series A, 4.19%; Series B,
3.56%; and Series C, 3.97%.

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-month period ended April 30, 1995, we maintained the 
constructive outlook toward the municipal bond market that we adopted near the 
end of 1994. We reduced cash reserves to below 5% both to allow the Fund to 
fully participate in the recent bond market rally and to enhance the Fund's 
current dividend payout. We continue to emphasize the purchase of larger 
coupon, more defensive issues rather than those securities that are more 
interest rate-sensitive. The Fund remains well positioned to respond to the
recent declines in interest rates, and its net asset value has increased
accordingly.

Looking ahead, since we have adopted a more neutral outlook regarding the 
direction of tax-exempt bond interest rates, we are likely to follow a 
somewhat more defensive portfolio strategy. The relative scarcity of 
attractively priced tax-exempt securities prevents us from raising the Fund's 
cash reserves to the levels held throughout much of the last half of 1994. 
Therefore, we will focus on seeking to enhance current income and preserving 
net asset value until the direction of interest rates becomes clearer.
<PAGE>
Short-term tax-exempt bond interest rates rose into the 3.75%--4.25% range 
over the past six months. The recent rise was largely in response to investor 
fears of inflationary pressures resulting from the dramatic decline in the 
value of the US dollar and increases in many crude raw materials. It is 
unclear whether the decline in the value of the US dollar or rising raw 
material prices will be enough to rekindle inflation, since wage pressures 
remain weak and the economy has significantly weakened since late 1994. It is 
important to note that the municipal yield curve remained steeply positive, 
despite the recent rise in short-term interest rates. Therefore, the leverage 
effect of the issuance of Preferred Stock continued to have a positive impact 
on the yield paid to the Common Stock shareholder. However, should the spread 
between short-term and long-term interest rates narrow, the benefits of the 
leverage will decline and, as a result, reduce the yield of the Fund's Common 
Stock. (For a complete explanation of the benefits and risks of leveraging, 
see page 1 of this report to shareholders.)

In Conclusion
We appreciate your ongoing interest in MuniVest 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



May 30, 1995
                


<PAGE>
Portfolio
Abbreviations

To simplify the listings of MuniVest 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)
GO      General Obligation Bonds
HDA     Housing Development Authority
HFA     Housing Finance Agency
IDA     Industrial Development Authority
IDR     Industrial Development Revenue Bonds
INFLOS  Inverse Floating Rate Municipal Bonds
M/F     Multi-Family
PARS    Periodic Auction Reset Securities
PCR     Pollution Control Revenue Bonds
RIB     Residual Interest Bonds
SAVRS   Select Auction Variable Rate Securities
S/F     Single-Family
TRAN    Tax Revenue Anticipation Notes
UT      Unlimited Tax
VRDN    Variable Rate Demand Notes


<TABLE>
SCHEDULE OF INVESTMENTS                                                                                              (in Thousands)
<CAPTION>
S&P       Moody's      Face                                                                                                 Value
Ratings   Ratings     Amount   Issue                                                                                      (Note 1a)

STATE
<S>       <S>        <C>       <S>                                                                                         <C>
Alaska--3.3%
AA-       A1         $12,500   Valdez, Alaska, Marine Terminal Revenue Refunding Bonds (Sohio Pipeline),
                               7.125% due 12/01/2025                                                                       $13,178

Arizona--0.7%
AAA       Aaa          2,315   Maricopa County, Arizona, School District No. 3, Refunding and Improvement Bonds
                               (Tempe Elementary School), UT, 7.50% due 7/01/2010 (c)                                        2,739
<PAGE>
California--0.5%
A-        A            2,000   California State Public Works Board, Lease Revenue Bonds (Various Community
                               College Projects), 7% due 3/01/2014                                                           2,104

Colorado--3.9%
NR*       Aa           4,500   Colorado HFA, S/F Program Revenue Bonds, AMT, Senior Series F, 8.625% due 6/01/2025 (h)       5,246
BB        Baa          7,500   Denver, Colorado, City and County Airport Revenue Bonds, AMT, Series C, 6.75% due
                               11/15/2022                                                                                    7,308
                               Denver, Colorado, City and County School District Number 1, Revenue Refunding
                               Bonds, Series A:
A+        A            1,000    6.50% due 6/01/2010                                                                          1,073
A+        A            2,000    6.50% due 12/01/2010                                                                         2,149

Delaware--0.6%
AAA       Aaa          2,250   Delaware Transportation Authority, Transportation System Revenue Bonds, Senior
                               Series, 7% due 7/01/2014 (c)                                                                  2,465

Florida--1.3%
A1        NR*          1,300   Dade County, Florida, IDA, PCR, Refunding (Florida Power & Light Co. Project),
                               VRDN, AMT, 5% due 4/01/2020 (a)                                                               1,300
AAA       Aaa          4,000   Reedy Creek, Florida, Recreational Facilities Improvement Revenue Bonds,
                               Series A, 5.75% due 6/01/2019 (d)                                                             3,854

Georgia--10.6%
A1        VMIG1++        700   Burke County, Georgia, Development Authority, PCR (Georgia Power Company--
                               Plant Vogtle Project), VRDN, Third Series, 5% due 7/01/2024 (a)                                 700
A+        A            4,500   Georgia Municipal Electric Authority, Power Revenue Refunding Bonds, Series V,
                               6.60% due 1/01/2018                                                                           4,723
                               Georgia Municipal Electric Authority, Special Obligation Revenue Bonds:
A+        A            6,000    (3rd Crossover Series), 6.60% due 1/01/2018                                                  6,282
A+        A            1,250    (4th Crossover Series), Project One, 6.50% due 1/01/2020                                     1,295
A+        A           11,035    (5th Crossover Series), Project One, 6.50% due 1/01/2017                                    11,439
                               Georgia State, GO:
AA+       Aaa          5,000    Series F, 6.50% due 12/01/2006                                                               5,514
AA+       Aaa          3,150    Series F, 6.50% due 12/01/2007                                                               3,469
AA+       Aaa          7,960    UT, Series D, 6.80% due 8/01/2011                                                            8,961

Idaho--0.6%
NR*       Aaa          2,500   Idaho Housing Agency, S/F Mortgage Revenue Bonds, AMT, Series E-2, 6.90%
                               due 1/01/2027                                                                                 2,537
</TABLE>

<PAGE>
<TABLE>
SCHEDULE OF INVESTMENTS (continued)                                                                                  (in Thousands)
<CAPTION>
S&P       Moody's      Face                                                                                                 Value
Ratings   Ratings     Amount   Issue                                                                                      (Note 1a)

STATE
<S>       <S>        <C>       <S>                                                                                        <C>
Illinois--15.1%
AA-       Aa3        $ 4,000   Chicago, Illinois, Gas Supply Revenue Bonds (People's Gas), 6.875% due 3/01/2015           $  4,183
AA        Aa           3,700   Chicago, Illinois, Metropolitan Water Reclamation District Revenue Bonds
                               (Greater Chicago Capital Improvement), 5.50% due 12/01/2012                                   3,470
AAA       Aaa          3,475   Chicago, Illinois, Water Revenue Refunding Bonds, 6.50% due 11/01/2015 (c)                    3,636
                               Illinois HDA, M/F Program Revenue Bonds:
A+        A1           9,360    Refunding, Series A, 7.375% due 7/01/2017                                                   10,053
A+        A1           6,500    Series 5, 6.75% due 9/01/2023                                                                6,514
A+        Aa           2,550   Illinois HDA, Residential Mortgage Revenue Bonds, Linked SAVRS and RIB, AMT,
                               6.874% due 2/01/2018                                                                          2,609
                               Illinois Health Facilities Authority Revenue Bonds:
NR*       Baa1         3,235    (Holy Cross Hospital Project), 6.75% due 3/01/2024                                           3,014
A         A            2,750    Refunding (Edward Hospital), Series A, 6% due 2/15/2019                                      2,468
                               Illinois State Sales Tax Revenue Bonds:
AAA       A1           1,500    Series O, 6.50% due 6/15/2013                                                                1,548
AAA       A1           4,500    Series P, 6.50% due 6/15/2022                                                                4,706
                               Regional Transportation Authority, Illinois, Revenue Bonds:
AAA       Aaa          4,815    Series A, 6.50% due 6/01/2015 (b)                                                            4,904
AAA       Aaa          1,500    Series A, 7.20% due 11/01/2020 (b)                                                           1,701
AAA       Aaa          7,000    Series A, 6.70% due 11/01/2021 (c)                                                           7,500
AAA       Aaa          2,500    UT, Series C, 7.75% due 6/01/2020 (c)                                                        3,008
AAA       Aaa          1,000    UT, Series C, 7.10% due 6/01/2025 (c)                                                        1,084

Indiana--12.7%
                               Indiana Bond Bank Revenue Bonds (State Revolving Fund Program), Series A:
A         NR*          2,750    6.875% due 2/01/2012                                                                         2,910
A         NR*          5,750    6.75% due 2/01/2017                                                                          5,952
NR*       Aaa          7,350   Indiana State HFA, S/F Mortgage Revenue Refunding Bonds, Series A, 6.80%
                               due 1/01/2017                                                                                 7,479
AAA       Aaa          2,050   Indiana State Toll Road Commission, Toll Road Revenue Bonds (East-West Toll
                               Road), 9% due 1/01/2015 (e)                                                                   2,705
A         A            1,915   Indiana Transportation Finance Authority, Airport Facilities Lease Revenue
                               Bonds (United Air), Series A, 6.75% due 11/01/2011                                            1,964
                               Indiana Transportation Finance Authority, Highway Revenue Bonds, Series A:
A+        A1           2,000    7.25% due 6/01/2015                                                                          2,277
A+        A1           3,775    6.80% due 12/01/2016                                                                         4,109
                               Indianapolis, Indiana, Local Public Improvement Bond Bank, Revenue
                               Refunding Bonds, Series D:
A+        NR*          8,750    6.75% due 2/01/2014                                                                          9,399
A+        NR*         10,000    6.75% due 2/01/2020                                                                         10,250
AAA       Aaa          3,770   South Newton, Indiana, First Mortgage Revenue Bonds (School Building Corp.), UT,
                               7% due 1/15/2017 (d)                                                                          4,047

Iowa--0.8%
A1+       NR*            100   Iowa Finance Authority, Solid Waste Disposal Revenue Bonds (Cedar River Paper Co.
                               Project), VRDN, Series A, 5.25% due 6/01/2024 (a)                                               100
BBB+      NR*          3,355   Ottumwa, Iowa, Hospital Facility Revenue Refunding and Improvement Bonds
                               (Ottumwa Regional Health Center), 6% due 10/01/2010                                           3,062
<PAGE>
Kentucky--0.0%
A1+       VMIG1++        200   Daviess County, Kentucky, Solid Waste Disposal Facility Revenue Bonds (Scott
                               Paper Co. Project), VRDN, AMT, Series A, 5.05% due 12/01/2023 (a)                               200

Louisiana--0.5%
NR*       Baa3         2,000   Lake Charles, Louisiana, Harbor and Terminal District, Port Facilities Revenue
                               Refunding Bonds (Trunkline Long Co. Project), 7.75% due 8/15/2022                             2,153

Maine--1.7%
AA-       A1           6,790   Maine State Housing Authority, Mortgage Purchase Revenue Bonds, AMT,
                               Series C-2, 6.875% due 11/15/2023                                                             6,873

Maryland--0.3%
AAA       Aaa          1,000   Maryland State Health and Higher Educational Facilities Authority Revenue
                               Bonds (University of Maryland Medical Systems), Series B, 7% due 7/01/2022 (c)                1,127

Massachusetts--
6.6%
                               Massachusetts Bay Transportation Authority Revenue Bonds (Massachusetts
                               General Transportation System), Series A:
A+        A1           7,500    7% due 3/01/2021                                                                             8,298
A+        A1           4,270    Refunding, 7% due 3/01/2011                                                                  4,711
AAA       Aaa          1,000   Massachusetts State HFA, Residential Development Revenue Bonds, Series C,
                               6.90% due 11/15/2021 (f)                                                                      1,035
A+        A1           1,000   Massachusetts State Revenue Refunding Bonds (College Building Authority Project),
                               Series A, 7.50% due 5/01/2011                                                                 1,162
                               Massachusetts State Water Resource Authority Revenue Bonds:
A         A            2,500    Refunding, Series B, 5.50% due 11/01/2015                                                    2,290
A         A            8,500    Series A, 6.50% due 7/15/2019                                                                8,893

Michigan--7.6%
AAA       Aaa          1,670   Battle Creek, Michigan, Water Supply System, Revenue Refunding Bonds,
                               4.75% due 9/01/2010 (b)                                                                       1,447
BBB       Baa1         3,500   Dickinson County, Michigan, Economic Development Corp., Solid Waste Disposal
                               Revenue Refunding Bonds (Champion International), 6.55% due 3/01/2007                         3,580
AAA       Aaa          2,250   Greenville, Michigan, Public Schools Building Revenue Bonds, UT,
                               5.75% due 5/01/2019 (d)                                                                       2,143
AAA       Aaa          1,500   Inkster, Michigan, School District, Refunding Bonds, UT, 5.50% due 5/01/2013 (b)              1,413
AAA       Aaa          3,200   Marysville, Michigan, Public Schools District Revenue Bonds, UT, 5.75%
                               due 5/01/2019 (d)                                                                             3,048
A+        NR*          3,000   Michigan State HDA, Rental Housing Revenue Refunding Bonds, Series A,
                               6.65% due 4/01/2023                                                                           3,023
                               Michigan State HDA, S/F Mortgage Revenue Bonds:
AA+       NR*          3,715    Refunding, AMT, Series D, 6.85% due 6/01/2026                                                3,789
AA+       NR*          4,885    Series A, 6.875% due 6/01/2023                                                               5,002
BBB       Baa1         2,000   Michigan State Hospital Finance Authority, Revenue Refunding Bonds
                               (Pontiac Hospital Osteopathic), Series A, 6% due 2/01/2014                                    1,711
A+        A1           2,500   Michigan State Strategic Fund, Limited Obligation Revenue Bonds
                               (Ford Motor Co. Project), AMT, Series A, 6.55% due 10/01/2022                                 2,512
NR*       P1             400   Monroe County, Michigan, Economic Development Corporation, Limited
                               Obligation Revenue Refunding Bonds (Detroit Edison Co.), VRDN,
                               Series CC, 5% due 10/01/2024 (a)                                                                400
AAA       Aaa          2,430   Monroe County, Michigan, PCR (Detroit Edison Co.), AMT, Series I-B, 6.55% due
                               9/01/2024 (d)                                                                                 2,472
<PAGE>
Minnesota--2.4%
                               Minnesota State HFA, S/F Mortgage Revenue Bonds:
A+        Aa           2,750    AMT, Series L, 6.70% due 7/01/2020                                                           2,783
A+        Aa           4,000    AMT, Series M, 6.70% due 7/01/2026                                                           4,054
AA+       Aa           2,500    Series E, 6.80% due 7/01/2025                                                                2,586

Mississippi--0.3%
AAA       Aaa          1,500   De Soto County, Mississippi, School District Revenue Bonds, UT, 4.75%
                               due 2/01/2014 (d)                                                                             1,274
</TABLE>


<TABLE>
SCHEDULE OF INVESTMENTS (concluded)                                                                                  (in Thousands)
<CAPTION>
S&P       Moody's      Face                                                                                                 Value
Ratings   Ratings     Amount   Issue                                                                                      (Note 1a)

STATE
<S>       <S>        <C>       <S>                                                                                        <C>
Nevada--3.1%
AAA       Aaa        $ 2,500   Clark County, Nevada, School District Revenue Bonds, 6.75% due 6/15/2015 (c)               $  2,648
AAA       Aaa          1,500   Nevada State Housing Division Revenue Bonds (S/F Program), AMT, Series E, 7% due
                               10/01/2019                                                                                    1,541
AA        Aa           5,430   Nevada State Revenue Refunding Bonds (Colorado River Commission--Hoover),
                               6.60% due 10/01/2016                                                                          5,630
AAA       Aaa          2,500   Washoe County, Nevada, Gas Facilities Revenue Bonds (Sierra Pacific Power Co.),
                               AMT, 6.65% due 12/01/2017 (b)                                                                 2,568

New Jersey--1.2%
AAA       Aaa          4,435   New Jersey State Housing and Mortgage Finance Agency Revenue Bonds (Home Buyer),
                               AMT, Series M, 6.95% due 10/01/2022 (d)                                                       4,649

New York--2.8%
A-        Baa1         2,000   New York City, New York, GO, Series B, Sub-Series B-1, UT, 7.25% due 8/15/2019                2,083
A1+       NR*          5,100   New York City, New York, IDA, IDR (Japan Airlines Company Ltd. Project), VRDN,
                               AMT, 5.25% due 11/01/2015 (a)                                                                 5,100
AAA       VMIG1++      1,000   New York City, New York, Municipal Water Finance Authority, Water and Sewer
                               System Revenue Bonds, VRDN, Series C, 5.10% due 6/15/2023 (a)(c)                              1,000
A1+       NR*            600   New York State Energy Research and Development Authority, PCR (Niagara Power
                               Corp. Project), VRDN, AMT, Series B, 5.40% due 7/01/2027 (a)                                    600
A+        Aa           2,500   Triborough Bridge and Tunnel Authority, New York, General Purpose Revenue
                               Refunding Bonds, Series Y, 5.50% due 1/01/2017                                                2,338
<PAGE>
Ohio--0.9%
AAA       Aaa          1,500   Cleveland, Ohio, Water Works Revenue Refunding Bonds (First Mortgage), Series F-92B,
                               6.50% due 1/01/2011 (b)                                                                       1,572
AAA       Aaa          1,740   Lakota, Ohio, Local School District Revenue Bonds, UT, 7% due 12/01/2007 (b)                  1,992

Pennsylvania--1.8%
AA        Aa           1,250   Pennsylvania HFA, S/F Mortgage Revenue Bonds, AMT, Series 43, 7.40%
                               due 10/01/2014                                                                                1,343
BBB+      NR*          6,340   Philadelphia, Pennsylvania, Hospitals and Higher Education Facilities Authority,
                               Revenue Refunding Bonds (Philadelphia Mental Retardation Project), 6.20% due 8/01/2011        5,880

South Carolina--
1.0%
A-        A1           3,000   Richland County, South Carolina, Solid Waste Disposal Facilities Revenue
                               Bonds (Union Camp Corp. Project), AMT, Series B, 7.125% due 9/01/2021                         3,113
NR*       Aa           1,000   South Carolina State Housing Finance and Development Authority, Mortgage
                               Revenue Bonds, AMT, Series A, 6.70% due 7/01/2027                                               999

Texas--7.8%
NR*       NR*         10,300   Gulf Coast, Texas, IDA, Solid Waste Disposal Revenue Bonds (Citgo Petroleum
                               Corp. Project), VRDN, 5.10% due 4/01/2025 (a)                                                10,300
                               Harris County, Texas, Health Facilities Development Corporation,
                               Hospital Revenue Bonds:
A-        A            1,500    (Memorial Hospital Systems Project), Series A, 6.60% due 6/01/2014                           1,503
A-        A            1,500    (Memorial Hospital Systems Project), Series A, 6.625% due 6/01/2024                          1,493
AA        Aa           2,500    (Saint Luke's Episcopal Hospital Project), Series A, 6.625% due 2/15/2012                    2,555
SP1+      MIG1++         600   Houston, Texas, TRAN, 4.50% due 6/29/1995                                                       600
AA        Aa           8,000   North Central, Texas, Health Facilities Development Corporation Revenue
                               Bonds (Baylor University Medical Center), Linked PARS and INFLOS,
                               Series A, 6.85% due 5/15/2016                                                                 8,253
NR*       VMIG1++      5,200   Southwest Texas, Higher Education Authority Incorporated, Revenue Refunding Bonds
                               (Southern Methodist University), VRDN, 4.90% due 7/01/2015 (a)                                5,200
BBB       Baa2         1,250   West Side Calhoun County, Texas, Navigation District, Solid Waste Disposal
                               Revenue Bonds (Union Carbide Chemicals Project), AMT, 6.40% due 5/01/2023                     1,179

Virginia--3.7%
A-        A1           3,115   Isle Wight County, Virginia, IDA, Solid Waste Disposal Facilities Revenue Bonds
                               (Union Camp Corp. Project), AMT, 6.55% due 4/01/2024                                          3,127
                               Virginia State HDA, Commonwealth Mortgage Revenue Bonds:
AA+       Aa1          2,000    AMT, Series B, Sub-Series B-2, 6.85% due 1/01/2027                                           2,023
AA+       Aa           2,500    AMT, Series G, Sub-Series G-2, 6.65% due 1/01/2019                                           2,505
AA+       Aa1          2,000    Series B, Sub-Series B-5, 6.90% due 7/01/2013                                                2,060
AA+       Aa1          5,100    Series H, 6.85% due 7/01/2014                                                                5,278

Washington--4.6%
AAA       NR*          2,395   Washington State Housing Finance Commission, S/F Mortgage Revenue Refunding
                               Bonds, Series D, 6.95% due 7/01/2017 (f)(g)                                                   2,472
                               Washington State Public Power Supply System, Revenue Refunding Bonds, Series B:
AA        Aa           4,950    (Nuclear Project No. 1), 7.25% due 7/01/2009                                                 5,420
AA        Aa           5,000    (Nuclear Project No. 1), 7.125% due 7/01/2016                                                5,368
AAA       Aaa          3,500    (Nuclear Project No. 1--Bonneville Power Administration), 5.60% due 7/01/2015 (d)            3,218
AAA       Aaa          1,900    (Nuclear Project No. 3), 7.125% due 7/01/2016 (d)                                            2,120
<PAGE>
Wisconsin--1.1%
NR*       A            2,000   Wisconsin State Health and Educational Facilities Authority, Revenue
                               Refunding Bonds (Saint Claire Hospital Project), 7% due 2/15/2011                             2,044
AA        Aa           2,250   Wisconsin State Housing and Economic Development Authority, Home Ownership
                               Revenue Bonds, AMT, Series D, 6.65% due 7/01/2025                                             2,235

Wyoming--1.5%
BBB       Baa3         2,000   Sweetwater County, Wyoming, Solid Waste Disposal Revenue Bonds (FMC Corp.
                               Project), AMT, Series B, 6.90% due 9/01/2024                                                  1,992
                               Wyoming Community Development Authority, S/F Mortgage Revenue Bonds:
AA        Aa           1,500    AMT, Series H, 7.10% due 6/01/2012                                                           1,559
AA        Aa           2,500    Series B, 6.70% due 6/01/2017                                                                2,571

Total Investments (Cost--$390,656)--99.0%                                                                                  397,098

Other Assets Less Liabilities--1.0%                                                                                          3,809
                                                                                                                          --------
Net Assets--100.0%                                                                                                        $400,907
                                                                                                                          ========

<FN>
(a)The interest rate is subject to change periodically 
   based upon the prevailing market rates. The interest 
   rate shown is the rate in effect at April 30, 1995.
(b)AMBAC Insured.
(c)FGIC Insured.
(d)MBIA Insured.
(e)Escrowed to Maturity.
(f)FNMA Collateralized.
(g)GNMA Collateralized.
(h)FHA Insured.
  *Not Rated.
 ++Highest short-term rating by Moody's Investors Service, Inc.

See Notes to Financial Statements.
</TABLE>
                    

<TABLE>
STATEMENT OF ASSETS, LIABILITIES AND CAPITAL
<CAPTION>
                      As of April 30, 1995
<S>                   <S>                                                                            <C>             <C>
Assets:               Investments, at value (identified cost--$390,656,460) (Note 1a)                                $397,097,942
                      Receivables:
                         Interest                                                                    $  7,563,368 
                         Securities sold                                                                6,419,210      13,982,578
                                                                                                     ------------ 
                      Deferred organization expenses (Note 1e)                                                             28,225
                      Prepaid expenses and other assets                                                                    25,839
                                                                                                                     ------------
                      Total assets                                                                                    411,134,584
                                                                                                                     ------------
<PAGE>
Liabilities:          Payables:
                         Securities purchased                                                           7,445,661 
                         Dividends to shareholders (Note 1f)                                              617,978 
                         Investment adviser (Note 2)                                                      155,605       8,219,244
                                                                                                     ------------ 
                      Accrued expenses and other liabilities                                                            2,008,411
                                                                                                                     ------------
                      Total liabilities                                                                                10,227,655
                                                                                                                     ------------

Net Assets:           Net assets                                                                                     $400,906,929
                                                                                                                     ============

Capital:              Capital Stock (200,000,000 shares authorized)(Note 4):
                         Preferred Stock, par value $.10 per share (5,400 shares of AMPS* issued
                         and outstanding at $25,000 per share liquidation preference)                                $135,000,000
                         Common Stock, par value $.10 per share (19,907,055 shares 
                         issued and outstanding)                                                     $  1,990,705 
                      Paid-in capital in excess of par                                                277,543,484 
                      Undistributed investment income--net                                              2,279,632 
                      Accumulated realized capital losses on investments--net (Note 5)                (22,348,374) 
                      Unrealized appreciation on investments--net                                       6,441,482 
                                                                                                     ------------ 
                      Total--Equivalent to $13.36 net asset value per share of Common Stock
                      (market price--$11.625)                                                                         265,906,929
                                                                                                                     ------------
                      Total capital                                                                                  $400,906,929
                                                                                                                     ============
                     <FN>
                     *Auction Market Preferred Stock.
</TABLE>


<TABLE>
STATEMENT OF OPERATIONS
<CAPTION>
                      For the Six Months Ended April 30, 1995
<S>                   <S>                                                                               <C>           <C>
Investment            Interest and amortization of premium and discount earned                                        $12,371,656
Income (Note 1d):
<PAGE>
Expenses:             Investment advisory fees (Note 2)                                                 $ 965,118 
                      Commission fees (Note 4)                                                            174,554 
                      Professional fees                                                                    37,209 
                      Transfer agent fees                                                                  33,766 
                      Accounting services (Note 2)                                                         32,006 
                      Printing and shareholder reports                                                     25,904 
                      Custodian fees                                                                       15,385 
                      Listing fees                                                                         12,241 
                      Directors' fees and expenses                                                         12,091 
                      Pricing fees                                                                          7,150 
                      Amortization of organization expenses (Note 1e)                                       4,155 
                      Other                                                                                19,878 
                                                                                                        --------- 
                      Total expenses                                                                                    1,339,457
                                                                                                                     ------------
                      Investment income--net                                                                           11,032,199
                                                                                                                     ------------

Realized &            Realized loss on investments--net                                                               (16,344,136)
Unrealized Gain       Change in unrealized appreciation/depreciation on investments--net                               32,235,699
(Loss) on                                                                                                            ------------
Investments--Net      Net Increase in Net Assets Resulting from Operations                                           $ 26,923,762
(Notes 1b, 1d & 3):                                                                                                  ============
</TABLE>


<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                                                         $ 11,032,199    $ 21,439,599
                      Realized loss on investments--net                                               (16,344,136)     (6,004,219)
                      Change in unrealized appreciation/depreciation on investments--net               32,235,699     (44,336,422)
                                                                                                     ------------    ------------
                      Net increase (decrease) in net assets from operations                            26,923,762     (28,901,042)
                                                                                                     ------------    ------------

Dividends &           Investment income--net:
Distributions to         Common Stock                                                                  (8,480,107)    (17,256,192)
Shareholders             Preferred Stock                                                               (2,616,201)     (3,546,657)
(Note 1f):            Realized gain on investments--net:
                         Common Stock                                                                          --      (1,493,468)
                         Preferred Stock                                                                       --        (238,878)
                                                                                                     ------------    ------------
                      Net decrease in net assets resulting from dividends and 
                      distributions to shareholders                                                   (11,096,308)    (22,535,195)
                                                                                                     ------------    ------------

Capital Stock         Offering and underwriting costs resulting from the issuance of 
Transactions          Preferred Stock                                                                          --           8,817
(Notes 1e & 4):                                                                                      ------------    ------------
                      Net increase in net assets derived from capital stock transactions                       --           8,817
                                                                                                     ------------    ------------
<PAGE>
Net Assets:           Total increase (decrease) in net assets                                          15,827,454     (51,427,420)
                      Beginning of period                                                             385,079,475     436,506,895
                                                                                                     ------------    ------------
                      End of period*                                                                 $400,906,929    $385,079,475
                                                                                                     ============    ============

                     <FN>
                     *Undistributed investment income--net                                           $  2,279,632    $  2,343,741
                                                                                                     ============    ============

                      
                      See Notes to Financial Statements.
</TABLE>
                  

<TABLE>
FINANCIAL HIGHLIGHTS
<CAPTION>
                    The following per share data and ratios have been derived
                    from information provided in the financial statements.         For the Six        For the     For the Period
                                                                                  Months Ended      Year Ended   Mar. 29, 1993++ to
                    Increase (Decrease) in Net Asset Value:                      April 30, 1995   Oct. 31, 1994    Oct. 31, 1993
<S>                 <S>                                                            <C>             <C>               <C>
Per Share           Net asset value, beginning of period                           $     12.56     $     15.15       $     14.18
Operating                                                                          -----------     -----------       -----------
Performance:        Investment income--net                                                 .55            1.08               .62
                    Realized and unrealized gain (loss) on investments--net                .81           (2.53)             1.02
                                                                                   -----------     -----------       -----------
                    Total from investment operations                                      1.36           (1.45)             1.64
                                                                                   -----------     -----------       -----------
                    Less dividends and distributions to Common Stock
                    shareholders:
                       Investment income--net                                             (.43)           (.87)             (.45)
                       Realized gain on investments--net                                    --            (.08)               --
                                                                                   -----------     -----------       -----------
                    Total dividends and distributions to Common Stock
                    shareholders                                                          (.43)           (.95)             (.45)
                                                                                   -----------     -----------       -----------
                    Capital charge resulting from issuance of Common Stock                  --              --              (.02)
                                                                                   -----------     -----------       -----------
                    Effect of Preferred Stock activity++++:                          
                       Dividends and distributions to Preferred Stock
                       shareholders:                                                           
                          Investment income--net                                          (.13)           (.18)             (.09)
                          Realized gain on investments--net                                 --            (.01)               --
                       Capital charge resulting from issuance of Preferred Stock            --              --              (.11)
                                                                                   -----------     -----------       -----------
                    Total effect of Preferred Stock activity                              (.13)           (.19)             (.20)
                                                                                   -----------     -----------       -----------
                    Net asset value, end of period                                 $     13.36     $     12.56       $     15.15
                                                                                   ===========     ===========       ===========
                    Market price per share, end of period                          $    11.625     $    10.375       $    14.625
                                                                                   ===========     ===========       ===========
<PAGE>
Total Investment    Based on market price per share                                     16.36%+++      (23.56%)             .53%+++
Return:**                                                                          ===========     ===========       ===========
                    Based on net asset value per share                                  10.47%+++      (10.72%)           10.16%+++
                                                                                   ===========     ===========       ===========
                                                                                              
Ratios to Average   Expenses, net of reimbursement                                        .70%*           .68%              .35%*
Net Assets:***                                                                     ===========     ===========       ===========
                    Expenses                                                              .70%*           .68%              .49%*
                                                                                   ===========     ===========       ===========
                    Investment income--net                                               5.73%*          5.17%             5.17%*
                                                                                   ===========     ===========       ===========
                                                                                            
Supplemental        Net assets, net of Preferred Stock, end of period
Data:               (in thousands)                                                 $   265,907         250,079       $   301,507
                                                                                   ===========     ===========       ===========
                    Preferred Stock outstanding, end of period (in thousands)      $   135,000     $   135,000       $   135,000
                                                                                   ===========     ===========       ===========
                    Portfolio turnover                                                  53.19%         114.56%            25.00%
                                                                                   ===========     ===========       ===========
                                                                                              
Dividends Per       Series A--Investment income--net                               $       519     $       644       $       292
Share on            Series B--Investment income--net                                       442             693               352
Preferred Stock     Series C--Investment income--net                                       493             634               302
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 April 26, 1993.
              ++++++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:
MuniVest 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 MVT. 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 
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.

* 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.
<PAGE>
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 and offering expenses--Deferred organization 
expenses are amortized on a straight-line basis over a five-year period 
beginning with the commencement of operations of the Fund. Direct expenses 
relating to the public offering of the Fund's Common and Preferred Stock were 
charged to capital at the time of issuance of the shares.

(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.

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.
<PAGE>
3. Investments:
Purchases and sales of investments, excluding short-term securities, for the 
six months ended April 30, 1995 were $195,096,654 and $204,430,445, 
respectively.

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


                                                              
                                                 Realized      Unrealized
                                                  Losses     Gains (Losses)

Long-term investments                         $(11,556,002)    $6,442,287
Short-term investments                             (40,836)          (805)
Financial futures contracts                     (4,747,298)            --
                                              ------------     ----------
Total                                         $(16,344,136)    $6,441,482
                                              ============     ==========

As of April 30, 1995, net unrealized appreciation for Federal income tax 
purposes aggregated $6,441,482, of which $9,305,262 related to appreciated 
securities and $2,863,780 related to depreciated securities. The aggregate 
cost of investments at April 30, 1995 for Federal income tax purposes was 
$390,656,460.

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 holders of 
Common Stock.

Common Stock
For the six months ended April 30, 1995, shares issued and outstanding 
remained constant at 19,907,055. At April 30, 1995, total paid-in capital 
amounted to $279,534,189.

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, 4.20%; Series B, 3.965%; and Series
C, 4.50%.

A two-for-one stock split occurred on December 1, 1994. As a result, at April
30, 1995, there were 5,400 AMPS authorized, issued and outstanding with a
liquidation preference of $25,000 per share, plus accumulated and unpaid
dividends of $165,205.
<PAGE>
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 $96,436 as commissions.

5. Capital Loss Carryforward:
At October 31, 1994, the Fund had a capital loss carryforward of approximately
$6,004,000, all of which expires in 2002. This amount will be available to
offset like amounts of any future taxable gains.

6. 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 $0.069208 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>
                                               Net       Realized     Unrealized               Dividends/Distributions
                                           Investment      Gains         Gains       Net Investment Income         Capital Gains
For the Quarter                              Income      (Losses)      (Losses)       Common     Preferred      Common    Preferred
<S>                                           <C>          <C>           <C>           <C>          <C>         <C>        <C>   
May 1, 1993 to July 31, 1993                  $.29         $.02          $ .24         $.22         $.05           --         --
August 1, 1993 to October 31, 1993             .27          .07            .58          .23          .04           --         --
November 1, 1993 to January 31, 1994           .28          .10            .10          .22          .05         $.08       $.01
February 1, 1994 to April 30, 1994             .27          .08          (1.88)         .22          .04           --         --
May 1, 1994 to July 31, 1994                   .26         (.12)           .41          .22          .04           --         --
August 1, 1994 to October 31, 1994             .27         (.37)          (.85)         .21          .05           --         --
November 1, 1994 to January 31, 1995           .28         (.64)           .95          .22          .07           --         --
February 1, 1995 to April 30, 1995             .27         (.18)           .68          .21          .06           --         --

<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                             $14.71           $14.20          $15.125          $13.875           967
August 1, 1993 to October 31, 1993                        15.36            14.50           14.75            14.25          1,568
November 1, 1993 to January 31, 1994                      15.27            14.67           14.75            13.375         2,643
February 1, 1994 to April 30, 1994                        15.23            12.80           14.50            11.875         2,175
May 1, 1994 to July 31, 1994                              14.15            13.15           12.625           11.875         1,966
August 1, 1994 to October 31, 1994                        13.79            12.56           12.375           10.50          4,443
November 1, 1994 to January 31, 1995                      12.87            11.51           11.25             9.625         5,533
February 1, 1995 to April 30, 1995                        13.66            12.89           11.875           11.125         2,714


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



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