<PAGE>
<HTML>
<body bgcolor="white">
<H3 align="center">As filed with the Securities and Exchange Commission on
May 23, 2000<BR> </H3><BR>
<HR width="100%" size="2"><BR>
<H3 align="center">UNITED STATES<BR>
SECURITIES AND EXCHANGE COMMISSION<BR>
Washington, D.C. 20549<BR>
</H3><BR>
<HR size="1" width="150"><BR>
<H3 align="center">SCHEDULE 14A INFORMATION<BR>
PROXY STATEMENT PURSUANT TO SECTION 14(a)<BR>
OF THE
SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. )<BR><BR><BR><HR size="1" width="150"><BR></H3>
<P>Filed by the Registrant [X]<BR> Filed by a Party other than the
Registrant [ ]
</P>
<P><U>Check the appropriate box:</U>
</P>
<P>[ ] Preliminary Proxy Statement
</P>
<P>[X] Definitive Proxy Statement
</P>
<P>[ ] Definitive Additional Materials
</P>
<P>[ ] Soliciting Material Pursuant to Rule 14a-11(c) or
Rule 14a-12
</P>
<P align="center"><FONT sixe="+2"><B>MuniVest Fund II, Inc.</B></FONT><BR> (Name of Registrant as
Specified In Its Charter)
</P>
<P align="center"><FONT size="+2"><B>Same as Above</B></FONT><BR> (Name of Person(s) Filing Proxy
Statement)
<P>
<P>Payment of filing fee (Check the appropriate box):<BR>
</P>
<P>[X] No fee required.
</P>
<P>[ ] Fee computed on table below per Exchange Act Rules
14a-6(i)(1) and 0-11.
</P>
<P> (1) Title of each class of securities to which
transaction applies:
</P>
<P> (2) Aggregate number of securities to which transaction
applies:<BR>
</P>
<P> (3) Per unit price or other underlying value of
transaction computed pursuant to Exchange Act Rule 0-11:1 (Set
forth the amount on which the filing fee is calculated and state how it
was determined.)
</P>
<P> (4) Proposed maximum aggregate value of
transaction:<BR>
</P>
<P>[ ] Check box if any part of the fee is offset as
provided by Exchange Act Rule 0-11(a)(2) and identify the filing for
which the offsetting fee was paid previously. Identify the previous
filing by registration statement number, or the form or schedule and
the date of its filing.
</P>
<P> (1) Amount Previously Paid:<BR>
</P>
<P> (2) Form, Schedule or Registration Statement No.:<BR>
</P>
<P> (3) Filing Party:<BR>
</P>
<P> (4) Date Filed:<BR>
</P>
<BR>
<HR width="100%" size="2"><BR>
<PAGE>
<P align="center"><B>MUNIVEST FUND II, INC.</B><BR><BR>
</P>
<P align="center"><B>P.O.
Box 9011 <BR>Princeton, New Jersey 08543-9011
</B>
<BR></P>
<HR size="1" width="150"><BR>
<P align="center"><B>NOTICE OF 2000 ANNUAL
MEETING OF STOCKHOLDERS
</B></P>
<BR>
<HR size="1" width="150"><BR>
<P align="center"><B>TO BE HELD ON JUNE 27,
2000
</B></P>
<P> To the Stockholders of M<FONT size="-2">UNI</FONT>V<FONT size="-2">EST</FONT> F<FONT size="-2">UND</FONT> II,
I<FONT size="-2">NC</FONT>.<BR>
</P>
<P> NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders
(the "Meeting") of MuniVest Fund II, Inc. (the
"Fund") will be held at the offices of Fund Asset
Management, L.P., 800 Scudders Mill Road, Plainsboro, New Jersey, on
Tuesday, June 27, 2000 at 10:40 a.m. for the following purposes:
</P>
<P> (1) To elect a Board of Directors of the Fund to serve
for the ensuing year;
</P>
<P> (2) To consider and act upon a proposal to ratify the
selection of Deloitte & Touche <FONT size="-2">LLP</FONT> to serve as independent
auditors of the Fund for its current fiscal year; and
</P>
<P> (3) To transact such other business as may properly come
before the Meeting or any adjournment thereof.
</P>
<P> The Board of Directors of the Fund has fixed the close of business
on May 5, 2000 as the record date for the determination of
stockholders entitled to notice of and to vote at the Meeting or any
adjournment thereof.
</P>
<P> A complete list of the stockholders of the Fund entitled to vote
at the Meeting will be available and open to the examination of any
stockholder of the Fund for any purpose germane to the Meeting during
ordinary business hours from and after June 13, 2000, at the
office of the Fund, 800 Scudders Mill Road, Plainsboro, New Jersey. You
are cordially invited to attend the Meeting. <B>Stockholders who do
not expect to attend the Meeting in person are requested to complete,
date and sign the enclosed form of proxy and return it promptly in the
envelope provided for this purpose.
If
you have been provided with the opportunity on your proxy
card or voting instruction form to provide voting instructions via
telephone or the
internet,
please take advantage of these prompt and efficient voting
options</B>. The
enclosed
proxy is being solicited on behalf of the Board of Directors of the
Fund.
</P>
<P> If you have any questions regarding the enclosed proxy material or
need assistance in voting your shares, please contact our proxy
solicitor, Shareholder Communications Corporation, at
1-800-542-2561.
</P>
<P>
By Order of the
Board of Directors<BR>
</P>
<P>
William E.
Zitelli, Jr.<BR>
<I>Secretary</I>
<BR>
</P>
<P>Plainsboro, New Jersey<BR> Dated:
May 23, 2000
</P>
<PAGE>
<H3 align="center">PROXY STATEMENT<BR></H3>
<BR>
<HR size="1" width="150"><BR>
</h1>
<H3 align="center">MUNIVEST FUND II, INC.<BR>P.O. Box 9011<BR> Princeton, New Jersey
08543-9011
</H3>
<BR>
<HR size="1" width="150"><BR>
<H3 align="center">2000 ANNUAL MEETING OF STOCKHOLDERS
</H3><HR size="1" width="150"><BR>
<H3 align="center">JUNE 27, 2000
</H3>
<H3 align="center">INTRODUCTION
</H3>
<P> This Proxy Statement is furnished in connection with
the solicitation of proxies on behalf of the Board of Directors of
MuniVest Fund II, Inc. (the "Fund") to be voted
at the 2000 Annual Meeting of Stockholders of the Fund (the
"Meeting"), to be held at the offices of Fund
Asset Management, L.P. ("FAM"), 800 Scudders Mill
Road, Plainsboro, New Jersey, on Tuesday, June 27, 2000 at 10:40
a.m. The approximate mailing date of this Proxy Statement is May
24,
2000.
</P>
<P> All properly executed proxies received prior to the Meeting will
be voted at the Meeting in accordance with the instructions marked
thereon or otherwise as provided therein. Unless instructions to the
contrary are marked, proxies will be voted <I>FOR </I>the election
of the Board of Directors of the Fund (the
"Board") to serve for the ensuing year and
<I>FOR </I>the ratification of the selection of independent
auditors to serve for the Fund's current fiscal year. Any proxy may be
revoked at any time prior to the exercise thereof by giving written
notice to the Secretary of the Fund at the Fund's address indicated
above or by voting in person at the Meeting.
</P>
<P> The Board has fixed the close of business on May 5, 2000 as
the record date (the "Record Date") for the
determination of stockholders entitled to notice of and to vote at the
Meeting and at any adjournment thereof. Stockholders of the Fund on the
Record Date will be entitled to one vote for each share held, with no
shares having cumulative voting rights. As of the Record Date, the Fund
had outstanding 19,907,055 shares of common stock, par value $.10 per
share ("Common Stock"), and 5,400 shares of
auction market preferred stock
("AMPS"),
par
value $.05 per share
and a liquidation preference of $25,000 per share plus an amount equal
to accumulated but unpaid dividends thereon
. To the
knowledge of the Fund, as of the Record Date, no person is the
beneficial owner of more than five percent of its outstanding shares of
Common Stock or
more than five percent of
its outstanding shares of AMPS.
</P>
<P> The Board knows of no business other than that mentioned in Items
1 and 2 of the Notice of Meeting that will be presented for
consideration at the Meeting. If any other matter is properly presented
at the Meeting or any adjournment thereof it is the intention of the
persons named in the enclosed proxy to vote in accordance with their
best judgment.
</P>
<H3 align="center">ITEM 1: ELECTION OF DIRECTORS
</H3>
<P> At the Meeting, the Board will be elected to serve until the
Fund's next Annual Meeting of Stockholders and until their successors
are elected and qualified. It is intended that all properly executed
proxies will be voted (unless such authority has been withheld in the
proxy or properly revoked) as follows: </P>
<PAGE>
<P>
<BLOCKQUOTE>
(1) All such proxies of the holders of AMPS,
voting separately as a class, in favor of the two (2) persons
designated as Directors to be elected by holders of AMPS; and
</BLOCKQUOTE></P>
<P><BLOCKQUOTE>(2) All such proxies of the holders of Common
Stock and AMPS, voting together as a single class, in favor of the
seven (7) persons designated as Directors to be elected by holders of
Common Stock and AMPS.
</BLOCKQUOTE>
</P>
<P> The Board knows of no reason why any of these nominees will be
unable to serve, but in the event of any such unavailability, the
proxies received will be voted for such substitute nominee or nominees
as the Board may recommend.
</P>
<P> Certain information concerning the nominees, including their
addresses, biographies and ages, is set forth below.
</P>
<H3 align="center">To Be Elected by Holders of AMPS, Voting Separately as a Class
</H3>
<TABLE align="center" cellpadding="5">
<TR valign="bottom"><TH rowspan="2" width="300">Name
and Address of Nominee<BR><HR size="1" width="100%"></TH><TH rowspan="2" align="center">Age<BR><HR size="1" width="100%"></TH><TH rowspan="2">Principal
Occupations<BR>
During Past Five Years<BR>
and Public
Directorships<sup>(1)</sup><BR><HR size="1" width="100%"></TH><TH rowspan="2" align="center">Director Since<BR><HR size="1" width="100%"></TH><TH colspan="2">Shares Beneficially<BR>
Owned
at<BR>
the Record
Date<BR><HR size="1" width="100%"></TH></TR>
<TR valign="bottom"><TH align="center">Common<BR>
Stock<BR><HR size="1" width="100%"></TH><TH align="center">AMPS<BR><HR size="1" width="100%"></TH></TR>
<TR align="right"valign="top"><TD align="left">Ronald
W. Forbes<sup>(1)(2)</sup> <BR> 1400 Washington Avenue<BR>
Albany, New York
12222</TD>
<TD align="left">59</TD>
<TD align="left">Professor
of Finance, School of Business, State University of New York at Albany,
since 1989;
International Consultant, Urban
Institute, Washington, D.C.
from 1995
to 1999.</TD>
<TD align="center">1993
</TD>
<TD align="center">556<BR>
</TD>
<TD align="center">0<BR>
</TD>
</TR>
<TR align="right" valign="top"><TD align="left"></TD>
</TR>
<TR align="right" valign="top"><TD align="left">Richard
R. West<sup>(1)(2)</sup> <BR> Box 604<BR> Genoa, Nevada
89411</TD>
<TD align="center">62</TD>
<TD align="left">Professor of Finance since 1984, Dean from 1984 to 1993
and currently Dean Emeritus of New York University, Leonard N. Stern
School of Business Administration; Director of Bowne & Co., Inc.,
Vornado Realty Trust, Inc., Vornado Operating Company, Inc. and
Alexander's
Inc.</TD>
<TD align="center">1993</TD>
<TD align="center">0<BR>
</TD>
<TD align="center">0<BR>
</TD>
</TR></TABLE>
<P align="center">2</P>
<PAGE>
<H3 align="center"> To Be Elected by Holders of Common Stock and AMPS, Voting
Together as a Single Class
</H3>
<TABLE align="center" cellpadding="5">
<TR valign="bottom"><TH rowspan="2" width="300">Name
and Address of Nominee<BR><HR size="1" width="100%"></TH><TH rowspan="2">Age<BR><HR size="1" width="100%"></TH><TH rowspan="2">Principal
Occupations<BR>
During Past Five Years<BR>
and Public
Directorships<sup>(1)</sup><BR><HR size="1" width="100%"></TH><TH rowspan="2">Director Since<BR><HR size="1" width="100%"></TH><TH colspan="2">Shares Beneficially<BR>
Owned
at<BR>
the Record Date<BR><HR size="1" width="100%"></TH></TR>
<TR valign="bottom"><TH>Common<BR>
Stock<BR><HR size="1" width="100%"></TH><TH>AMPS<BR><HR size="1" width="100%"></TH></TR>
<TR align="right" valign="top"><TD align="left">Terry K. Glenn<sup>(1)*</sup> <BR>
P.O. Box 9011<BR> Princeton, NJ
08543-9011</TD>
<TD align="center">59</TD>
<TD align="left">Executive
Vice President of FAM and its affiliate, Merrill Lynch Asset
Management, L.P. ("MLAM") (which terms as used
herein include their corporate predecessors), since 1983; President of
Princeton Funds Distributor, Inc. ("PFD") since
1986 and Director thereof since 1991; Executive Vice President and
Director of Princeton Services, Inc. ("Princeton
Services") since 1993; President of Princeton
Administrators, L.P. ("Princeton Administrators")
since
1988.</TD>
<TD align="center">1999</TD>
<TD align="center">0<BR>
</TD>
<TD align="center">0<BR>
</TD>
</TR>
<TR align="right" valign="top"><TD align="left"></TD>
</TR>
<TR align="right" valign="top"><TD align="left">Cynthia A. Montgomery<sup>(1)(2)</sup> <BR> Harvard
Business School<BR> Soldiers Field Road<BR> Boston,
Massachusetts 02163</TD>
<TD align="left">47</TD>
<TD align="left">Professor, Harvard Business School, since
1989; Associate Professor, J.L. Kellogg Graduate School of Management,
Northwestern University, from 1985 to 1989; Assistant Professor,
Graduate School of Business Administration, The University of Michigan,
from 1979 to 1985; Director, UnumProvident
Corporation
since 1990; Director, NewellRubbermaid since
1995.</TD>
<TD align="center">1993
</TD>
<TD align="center">0<BR>
</TD>
<TD align="center">0<BR>
</TD>
</TR>
<TR align="right" valign="top"><TD align="left"></TD>
</TR></TABLE>
<P align="center">3</P>
<PAGE>
<TABLE align="center" cellpadding="5">
<TR valign="bottom"><TH rowspan="2" width="300">Name
and Address of Nominee<BR><HR size="1" width="100%"></TH><TH rowspan="2">Age<BR><HR size="1" width="100%"></TH><TH rowspan="2">Principal
Occupations<BR>
During Past Five Years<BR>
and Public
Directorships<sup>(1)</sup><BR><HR size="1" width="100%"></TH><TH rowspan="2">Director Since<BR><HR size="1" width="100%"></TH><TH colspan="2">Shares Beneficially<BR>
Owned
at<BR>
the Record Date<BR><HR size="1" width="100%"></TH></TR>
<TR valign="bottom"><TH>Common<BR>
Stock<BR><HR size="1" width="100%"></TH><TH>AMPS<BR><HR size="1" width="100%"></TH></TR>
<TR align="right" valign="top"><TD align="left">Charles C. Reilly<sup>(1)(2)</sup> <BR>
9 Hampton Harbor Road<BR> Hampton Bays, New York
11946</TD>
<TD align="center">68</TD>
<TD align="left">Self-employed financial consultant since 1990; President
and Chief Investment Officer of Verus Capital, Inc., from 1979 to 1990;
Senior Vice President of Arnhold and S. Bleichroeder, Inc., from 1973
to 1990; Adjunct Professor, Columbia University Graduate School of
Business, from 1990 to 1991; Adjunct Professor, Wharton School, The
University of Pennsylvania from 1989 to 1990; Partner, Small Cities
Cable Television, from 1986 to 1997.</TD>
<TD align="center">1993
</TD>
<TD align="center">7765<BR>
</TD>
<TD align="center">0<BR>
</TD>
</TR>
<TR align="right" valign="top"><TD align="left"></TD>
</TR>
<TR align="right" valign="top"><TD align="left">Kevin
A. Ryan<sup>(1)(2)</sup> <BR> 127 Commonwealth Avenue<BR>
Chestnut Hill, Massachusetts 02167</TD>
<TD align="left">67</TD>
<TD align="left">Founder and current
Director of The Boston University Center for the Advancement of Ethics
and Character; Professor of Education at Boston University since 1982;
formerly taught on the faculties of The University of Chicago, Stanford
University and Ohio State University.</TD>
<TD align="center">1993
</TD>
<TD align="center">0<BR>
</TD>
<TD align="center">0<BR>
</TD>
</TR>
<TR align="right" valign="top"><TD align="left"></TD>
</TR>
<TR align="right" valign="top"><TD align="left">Roscoe
S. Suddarth<sup>(1)</sup>† <BR>
1761 N. Street, N.W.<BR> Washington, D.C.
20036</TD>
<TD align="center">65</TD>
<TD align="left">President, Middle East Institute, since 1995, Foreign
Service Officer, United States Foreign Service from 1961 to 1995;
Career Minister from 1989 to 1995; U.S. Ambassador to the Hashemite
Kingdom of Jordan from 1987 to 1990; Deputy Inspector General U. S.
Department of State from 1991 to
1994.</TD>
<TD align="center">N/A</TD>
<TD align="center">0<BR>
</TD>
<TD align="center">0<BR></TABLE>
<P align="center">4
<PAGE>
<TABLE align="center" cellpadding="5">
<TR valign="bottom"><TH rowspan="2" width="300">Name
and Address of Nominee<BR><HR size="1" width="100%"></TH><TH rowspan="2">Age<BR><HR size="1" width="100%"></TH><TH rowspan="2">Principal
Occupations<BR>
During Past Five Years<BR>
and Public
Directorships<sup>(1)</sup><BR><HR size="1" width="100%"></TH><TH rowspan="2">Director Since<BR><HR size="1" width="100%"></TH><TH colspan="2">Shares Beneficially<BR>
Owned
at<BR>
the Record Date<BR><HR size="1" width="100%"></TH></TR>
<TR valign="bottom"><TH>Common<BR>
Stock<BR><HR size="1" width="100%"></TH><TH>AMPS<BR><HR size="1" width="100%"></TH></TR>
<TR align="right" valign="top"><TD align="left">
Arthur Zeikel<sup>(1)*</sup> <BR>
300 Woodland Avenue<BR> Westfield, New Jersey
07090</TD>
<TD align="center">67</TD>
<TD align="left">Chairman of FAM and MLAM from 1997 to 1999; President of
FAM and MLAM from 1977 to 1997; Chairman of Princeton Services since
1997 and Director thereof since 1993; President of Princeton Services
from 1993 to 1997; Executive Vice President of Merrill Lynch & Co.,
Inc. ("ML & Co.") from 1990 to
1999.</TD>
<TD align="center">1993</TD>
<TD align="center">0<BR>
</TD>
<TD align="center">0<BR>
</TD>
</TR>
<TR align="right" valign="top"><TD align="left"></TD>
</TR>
<TR align="right" valign="top"><TD align="left">Edward D. Zinbarg<sup>(1)</sup>†
<BR> 5 Hardwell Road<BR> Short Hills, New Jersey
07078-2217</TD>
<TD align="center">65</TD>
<TD align="left">Self-employed financial consultant
since 1994; Executive Vice President of The Prudential
Insurance Company of America from 1988 to 1994; former Director of
Prudential Reinsurance Company and former Trustee of the Prudential
Foundation.</TD>
<TD align="center">N/A</TD>
<TD align="center">0<BR>
</TD>
<TD align="left">0<BR>
</TD>
</TR></TABLE>
<BR>
<HR align="left" width="120">
<P><sup>(1)</sup> Each nominee is a director, trustee or
member of an advisory board of certain other investment companies for
which FAM or MLAM acts as investment adviser. See "Compensation of
Directors" below.
</P>
<P><sup>(2)</sup> Member of the Audit Committee of the
Board.<BR>
</P>
<P><sup>*</sup> Interested person, as defined in the
Investment Company Act of 1940, as amended, of the
Fund.
</P>
<P><sup>†</sup> Messrs. Suddarth and Zinbarg are now nominees
and are not "interested persons," as defined in the Investment Company Act
of 1940, as amended. If they are elected as Directors, they will also
become members of the Audit Committee of the Board of Directors.
</P>
<P> <I>Committee and Board Meetings.
</I> The Fund's Board has a standing Audit Committee, which consists of
Directors who are not "interested persons" of the Fund within the
meaning of the Investment Company Act of 1940, as amended (the
"Investment Company Act"). The principal purpose
of the Audit Committee is to review the scope of the annual audit
conducted by the Fund's independent auditors and the evaluation by
such auditors of the accounting procedures followed by the Fund. The
Audit Committee also reviews and nominates candidates to serve as
non-interested Directors. The Audit Committee generally will not
consider nominees for Director recommended by stockholders of the Fund.
The non-interested Directors have retained independent legal counsel to
assist them in connection with these duties.
</P>
<P> During the fiscal year ended October 31, 1999, the Board held
four
meetings and the
Audit Committee held
four
meetings. All of the Directors then in office attended at least 75% of
the aggregate of the total number of meetings of the Board held during
the fiscal year and, if a member, of the total number of meetings of
the Audit Committee held during the period for which he or she served.
</P>
<P> <I>Compliance with Section 16(a) of the Securities Exchange Act of
1934.
</I> Section 16(a) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), requires the Fund's
officers and Directors and persons who own more than ten percent of a
registered class of the Fund's equity securities, to file reports of
</P>
<P align="center">5</P>
<PAGE>
<P>ownership and changes in ownership on Forms 3, 4
and 5 with the Securities and Exchange Commission (the
"SEC") and the New York Stock Exchange (the
"NYSE"). Officers, Directors and greater than ten
percent shareholders are required by SEC regulations to furnish the
Fund with copies of all Forms 3, 4 and 5 they file.
</P>
<P> Based solely on the Fund's review of the copies of such forms,
and amendments thereto, furnished to it during or with respect to its
most recent fiscal year, and written representations from certain
reporting persons that such persons were not required to file Form 5
with respect to the most recent fiscal year, the Fund believes that all
of its officers, Directors, greater than ten percent beneficial owners
and other persons subject to Section 16 of the Exchange Act because of
the requirements of Section 30 of the Investment Company Act
(<I>i.e.,</I> any advisory board member, investment adviser or
affiliated person of the Fund's investment adviser) have complied with
all filing requirements applicable to them with respect to transactions
during the Fund's most recent fiscal year, except that
Fred K. Stuebe inadvertently made a late Form
5
(Annual Statement of Changes in Beneficial Ownership)
filing.
</P>
<P> <I>Interested Persons.
</I> The Fund considers Mr. Glenn and Mr. Zeikel to be "interested
persons" of the Fund within the meaning of Section 2(a)(19) of the
Investment Company Act because of the positions each holds or has held
with FAM and its affiliates. Mr. Glenn is the President of the Fund.
</P>
<P> <I>Compensation of Directors.
</I> FAM, the Fund's investment adviser, pays all compensation to all
officers of the Fund and all Directors of the Fund who are affiliated
with ML & Co. or its subsidiaries. The Fund pays each Director not
affiliated with FAM (each, a "non-interested Director") a fee of
$2,000 per year plus $200 per meeting attended, together with such
Director's actual out-of-pocket expenses relating to attendance at
such meetings. The Fund also pays each member of its Audit Committee,
which consists of all of the non-interested Directors, a fee of $800
per year, together with such Director's out-of-pocket expenses
relating to attendance at such meetings. The Chairman of the Audit
Committee receives an additional annual fee of $1,000. For the fiscal
year ended October 31, 1999 these fees and expenses aggregated
$20,040.
</P>
<P> The following table sets forth for the fiscal year ended
October 31, 1999 compensation paid by the Fund to the
non-interested Directors and, for the calendar year ended December
31, 1999, the aggregate compensation paid by all investment companies
advised by FAM and its affiliate, MLAM ("FAM/MLAM advised
funds"), to the non-interested Directors.<BR>
</P>
<TABLE align="center" cellpadding="5">
<TR valign="bottom"><TH>Name
of Director<BR><HR size="1" width="100%"></TH><TH>Compensation<BR> from Fund<BR><HR size="1" width="100%"></TH><TH>Pension or Retirement<BR> Benefits Accrued as Part<BR> of Fund
Expenses<BR><HR size="1" width="100%"></TH><TH>Aggregate Compensation<BR> from Fund and<BR> FAM/MLAM
Advised<BR> Funds Paid to Directors<BR><HR size="1" width="100%"></TH></TR>
<TR align="center" valign="bottom"><TD align="left">Ronald W.
Forbes<sup>(1)</sup> </TD>
<TD>$3,600</TD>
<TD>None</TD>
<TD>$213,900</TD>
</TR>
<TR align="center" valign="bottom"><TD align="left">Cynthia
A.
Montgomery<sup>(1)</sup> </TD>
<TD>$3,600</TD>
<TD>None</TD>
<TD>$213,900</TD>
</TR>
<TR align="center" valign="bottom"><TD align="left">Charles
C.
Reilly<sup>(1)</sup> </TD>
<TD>$4,600</TD>
<TD>None</TD>
<TD>$400,025</TD>
</TR>
<TR align="center" valign="bottom"><TD align="left">Kevin
A.
Ryan<sup>(1)</sup> </TD>
<TD>$3,600</TD>
<TD>None</TD>
<TD>$213,900</TD>
</TR>
<TR align="center" valign="bottom"><TD align="left">Roscoe
S.
Suddarth<sup>(1)</sup></TD>
<TD>None</TD>
<TD>None</TD>
<TD>None<sup>(2)</sup></TD>
</TR>
<TR align="center" valign="bottom"><TD align="left">Richard
R.
West<sup>(1)</sup> </TD>
<TD>$3,600</TD>
<TD>None</TD>
<TD>$388,775</TD>
</TR>
<TR align="center" valign="bottom"><TD align="left">Edward
D. Zinbarg<sup>(1)</sup></TD>
<TD>None</TD>
<TD>None</TD>
<TD>$140,875</TD>
</TR></TABLE>
<BR>
<HR align="left" width="120">
<P><sup>(1)</sup> The nominees serve on the boards of
FAM/MLAM advised funds as follows: Mr. Forbes (36 registered investment
companies consisting of 49 portfolios); Ms. Montgomery (36 registered
investment companies consisting of 49 portfolios); Mr. Reilly (57
registered investment companies consisting of 68 portfolios); Mr. Ryan
(36 registered investment companies consisting of 49 portfolios); Mr.
Suddarth (6
registered
investment companies consisting of
4
portfolios); Mr. West
(65 registered investment companies consisting of 72 portfolios); and
Mr. Zinbarg (21 registered investment companies consisting of 19
portfolios).
</P>
<P><sup>(2)</sup> Mr. Suddarth was appointed to the Board of
certain FAM/MLAM advised funds on January 20, 2000. </P>
<P align="center">6</P>
<PAGE>
<P> <I>Officers of the Fund.
</I> The Board has elected six officers of the Fund.
Set forth below are the names of the
officers of the Fund, certain biographical
information relating to such officers and the year in which they
were first elected to their respective
offices.
</P>
<TABLE align="center" cellpadding="5">
<TR valign="bottom"><TH width="500">Name of Principal
Occupation<BR><HR size="1" width="100%"></TH><TH>Age<BR><HR size="1" width="100%"></TH><TH>Office<BR><HR size="1" width="100%"></TH><TH>Officer Since<BR><HR size="1" width="100%"></TH></TR>
<TR align="center" valign="top"><TD align="left" width="500">Terry K. Glenn <BR> Executive
Vice President of FAM and MLAM since 1983; President of PFD since 1986
and Director thereof since 1991; Executive Vice President and Director
of Princeton Services since 1993; President of Princeton Administrators
since 1988.</TD>
<TD>59</TD>
<TD>President
</TD>
<TD>1993<sup>*</sup> </TD>
</TR>
<TR align="center" valign="top"><TD align="left" width="500">Vincent R. Giordano <BR> Senior
Vice President of FAM and MLAM since 1984; Senior Vice President of
Princeton Services since 1993; Vice President of MLAM from 1980 to
1984; Portfolio Manager of FAM and MLAM since
1977.</TD>
<TD>55</TD>
<TD>Senior<BR>Vice<BR>
President</TD>
<TD>1993 </TD>
</TR>
<TR align="center" valign="top"><TD align="left" width="500">Kenneth A. Jacob <BR> First Vice
President of FAM and MLAM since 1997; Vice President of FAM and MLAM
from 1984 to 1997.</TD>
<TD>49</TD>
<TD>Vice President </TD>
<TD>1993 </TD>
</TR>
<TR align="center" valign="top"><TD align="left" width="500">Fred K.
Stuebe <BR> Vice President of MLAM since
1989.</TD>
<TD>49</TD>
<TD>Vice President</TD>
<TD>1993 </TD>
</TR>
<TR align="center" valign="top"><TD align="left" width="500">Donald C. Burke <BR>
Senior Vice President and Treasurer of FAM and MLAM since
1999; Senior Vice President and Treasurer of Princeton Services since
1999; Vice President of PFD since 1999; First Vice President of MLAM
from 1997 to 1999; Vice President of MLAM from 1990 to 1997; Director
of Taxation of MLAM since 1990.</TD>
<TD>39</TD>
<TD>Vice President<BR>
Treasurer</TD>
<TD>1993<BR> 1999 </TD>
</TR>
<TR align="center" valign="top"><TD align="left" width="500">William E. Zitelli, Jr. <BR>
Vice President of MLAM since 2000; Attorney with MLAM since
1998; Associate with Pepper Hamilton LLP from 1997 to 1998; Associate
with Reboul, MacMurray, Hewitt & Kristol from 1994 to
1997.</TD>
<TD>31</TD>
<TD>Secretary</TD>
<TD>1999</TD>
</TR></TABLE>
<BR>
<HR align="left" width="120">
<P>* Mr. Glenn was elected President of the Fund in
1999. Prior to that he served as Executive Vice President of the Fund.
</P>
<P> <I>Stock Ownership.
</I> As of the Record Date, the Directors, nominees and officers of the
Fund as a group (14 persons) owned an aggregate of less than 1% of the
Common Stock of the Fund outstanding at such date and owned none of the
AMPS outstanding at such date. At such date, Mr. Glenn, President and a
Director of the Fund, Mr. Zeikel, a Director of the
Fund,
and the other officers of the Fund
owned an aggregate of less than 1% of the outstanding shares of common
stock of ML & Co. </P>
<P align="center">7</P>
<PAGE>
<H3 align="center">ITEM 2: SELECTION OF INDEPENDENT AUDITORS
</H3>
<P> The Board, including a majority of the Directors who are not
interested persons of the Fund, has selected the firm of Deloitte &
Touche <FONT size="-2">LLP</FONT> ("D&T") as independent
auditors to examine the financial statements of the Fund for the
Fund's current fiscal year. The Fund knows of no direct or indirect
financial interest of such auditors in the Fund. Such appointment is
subject to ratification or rejection by the Fund's stockholders.
Unless a contrary specification is made, the accompanying proxy will be
voted in favor of ratifying the selection of such auditors.
</P>
<P> D&T also acts as independent auditors for ML & Co. and most of its
subsidiaries, including FAM, and for most other investment companies
for which FAM acts as investment adviser. The fees received by D&T from
these other entities are substantially greater, in the aggregate, than
the total fees received by it from the Fund. The Board considered the
fact that D&T has
been
retained as the independent auditors for ML & Co. and the other
entities described above in its evaluation of the independence of D&T
with respect to the Fund.
</P>
<P> Representatives of D&T are expected to be present at the Meeting
and will have the opportunity to make a statement if they so desire and
to respond to questions from stockholders.
</P>
<H3 align="center">LEGAL PROCEEDINGS
</H3>
<P> On June 21, 1996, a putative class action titled <I>Jack
Green, et al. v. Fund Asset Management, L.P., et al. </I>was filed in
the United States District Court for the District of Massachusetts.
Among the named defendants in the action are seven of the leveraged
closed-end municipal bond funds (including the Fund) for which FAM
serves as the investment adviser. In addition to the named defendants,
plaintiffs also purport to assert claims against a defendant class
consisting of all other publicly traded, closed-end investment
companies for which FAM serves as investment adviser and which, among
other things, have issued AMPS. The named plaintiffs, who claim to be
investors in the seven named funds, purport to bring the action on
behalf of a class consisting of all holders of the common stock of the
subject funds.
</P>
<P> Plaintiffs allege that FAM and other affiliated defendants
received excessive compensation for managing the subject funds.
Plaintiffs claim, among other things, that the registration statements,
annual reports and other documents filed by the funds with the SEC were
misleading because such documents allegedly failed to disclose that
proceeds arising from the issuance of AMPS would be included in a
fund's net assets for the purposes of calculating the investment
advisory fee payable to FAM. In addition, plaintiffs allege that a
conflict of interest existed because it would always be in the
defendants' interest to keep the funds fully leveraged to maximize the
advisory fees and collateral compensation notwithstanding adverse
market conditions. Plaintiffs also allege an additional conflict of
interest arising from the receipt by such affiliates of underwriting
discounts, or other revenues in connection with the sale of the AMPS by
the funds. The complaint also attempted to assert claims under Sections
8(e), 34(b), 36(a) and 36(b) of the Investment Company Act and the
common law. Plaintiffs seek unspecified monetary damages as well as
injunctive relief. By order dated July 16, 1997, the District
Court Judge ordered the case transferred to the District of New Jersey.
</P>
<P> On September 17, 1997, defendants moved to dismiss
plaintiffs' complaint on the ground that plaintiffs had failed to
state a claim upon which relief could be granted. On February 23,
1998, the Court granted defendants' motion in substantial part and
dismissed plaintiffs' claims under Sections 8(e), 34(b) and 36(a) of
the Investment Company Act with prejudice, but declined to dismiss
plaintiffs' class under Section 36(b) of the Investment Company Act
and state law. Defendants filed an Answer on April 30, 1998,
denying the substantive allegations in the First Amended Complaint. The
court subsequently granted defendants' motion to dismiss plaintiffs'
state law claims for breach of fiduciary duty and deceit, holding that
Section 36(b) of the Investment </P>
<P align="center">8</P>
<PAGE>
<P> Company Act preempted these state law claims.
Plaintiffs have appealed this decision and the Third Circuit has agreed
to hear the appeal. Discovery in the case is
ongoing.
</P>
<P> The defendants believe that the plaintiffs' allegations are
without merit and intend to defend the action vigorously. FAM has
agreed to indemnify the named defendant funds (including the Fund) for
any liabilities or expenses that they may incur in connection with this
litigation.<BR>
</P>
<H3 align="center"> ADDITIONAL INFORMATION
</H3>
<P> The expenses of preparation, printing and mailing of the enclosed
forms of proxy and accompanying Notice and Proxy Statement will be
borne by the Fund. The Fund will reimburse banks, brokers and others
for their reasonable expenses in forwarding proxy solicitation material
to the beneficial owners of the shares of the Fund.
</P>
<P> In order to obtain the necessary quorum at the Meeting
(<I>i.e.</I>, a majority of the shares of each class of the Fund's
securities entitled to vote at the Meeting, present in person or by
proxy), supplementary solicitation may be made by mail, telephone,
telegraph or personal interview by officers of the Fund.
The Fund has retained Shareholder
Communications Corporation, 17 State Street, New York, New York 10004
to assist in the solicitation of proxies at a cost to the Fund of
approximately $3,500 plus out-of-pocket
expenses.
</P>
<P> If,
by the time scheduled for the Meeting, a quorum of
the stockholders is not present or if a quorum is present but
sufficient votes to allow action on the proposals are not received from
the stockholders, the persons named as proxies may propose one or more
adjournments of the Meeting to permit further solicitation of proxies
from stockholders. Any such adjournment will require the affirmative
vote of a majority of the shares of the Fund present in person or by
proxy and entitled to vote at the session of the Meeting to be
adjourned. The persons named as proxies will vote in favor of any such
adjournment if they determine that adjournment and additional
solicitation are reasonable and in the interests of the Fund's
stockholders.
</P>
<P> All shares represented by properly executed proxies, unless such
proxies have previously been revoked, will be voted at the Meeting in
accordance with the directions on the proxies; if no direction is
indicated, the shares will be voted "FOR" the Director nominees,
and "FOR" the ratification of D&T as independent auditors.
</P>
<P> With respect to Item 1, "Election of Directors," holders of
AMPS, voting separately as a class, are entitled to elect the two
Directors designated above and holders of Common Stock and AMPS, voting
together as a single class, are entitled to elect the remaining seven
Directors designated above. Assuming a quorum is present, (i) election
of the two Directors to be elected by the holders of AMPS, voting
separately as a class, will require a plurality of the votes cast by
the holders of AMPS, represented at the Meeting and entitled to vote
and (ii) election of the remaining Directors will require a plurality
of the votes cast by the holders of Common Stock and the AMPS, voting
together as a single class, represented at the Meeting and entitled to
vote. A "plurality of the votes" means the candidate must receive
more votes than any other candidate for the same position, but not
necessarily a majority of the votes cast.
</P>
<P> With respect to Item 2, "Ratification of the Selection of
Independent Auditors," assuming a quorum is present, approval will
require the affirmative vote of a majority of the votes cast by the
holders of shares of Common Stock and AMPS, voting together as a single
class, represented at the Meeting and entitled to vote.
</P>
<P> Broker-dealer firms, including Merrill Lynch, Pierce, Fenner &
Smith Incorporated ("MLPF&S"), holding shares of
the Fund in "street name" for the benefit of their customers and
clients, will request the instructions of such customers and clients on
how to vote their shares on each Item before the Meeting. The Fund </P>
<P align="center">9</P>
<PAGE>
<P>understands that, under the rules of the NYSE,
such broker-dealer firms may, without instructions from their customers
and clients, grant authority to the proxies designated to vote on the
election of Directors (Item 1) and ratification of the selection of
independent auditors (Item 2) if no instructions have been received
prior to the date specified in the broker-dealer firm's request for
voting instructions. The Fund will include shares held of record by
broker-dealers as to which such authority has been granted in its
tabulation of the total number of votes present for purposes of
determining whether the necessary quorum of stockholders
exists.
Proxies that are returned but that
are marked "abstain" or on which a broker-dealer has declined to
vote on any proposal ("broker non-votes") will be counted as
present for the purposes of the quorum. MLPF&S has advised the Fund
that it intends to vote shares held in its name for which no
instructions are received, except as limited by agreement or applicable
law, on Item 1 and Item 2 in the same proportion as the votes received
from beneficial owners of those shares for which instructions have been
received, whether or not held in nominee name. Abstentions and broker
non-votes will not be counted as votes cast. Therefore, abstentions and
broker non-votes will not have an effect on the vote on Item 1 or Item
2.
</P>
<H3>Address of Investment Adviser
</H3>
<P> The principal office of FAM is located at 800 Scudders Mill Road,
Plainsboro, New Jersey 08536.
</P>
<H3>Annual Report Delivery
</H3>
<P> The Fund will furnish, without charge, a copy of its annual report
for the fiscal year ended October 31, 1999 to any stockholder upon
request. Such requests should be directed to MuniVest Fund II, Inc.,
P.O. Box 9011, Princeton, New Jersey 08543-9011, Attention: William E.
Zitelli, Jr., Secretary, or to 1-800-456-4587 ext. 123.
</P>
<H3>Stockholder Proposals
</H3>
<P> It is currently intended that the Fund's 2001 Annual Meeting of
Stockholders will be held in April 2001. If a stockholder intends
to present a proposal at the 2001 Annual Meeting of Stockholders of the
Fund, and desires to have the proposal included in the Fund's proxy
statement and form of proxy for that meeting, the stockholder must
deliver the proposal to the offices of the Fund by
December 22,
2000.
</P>
<P>
By Order of the
Board of Directors
</P>
<P>
William E.
Zitelli, Jr.<BR>
Secretary
</P>
<H3>Dated: May 23, 2000</H3>
<P align="center">10</P>
<PAGE>
<H3 align="right"> AUCTION MARKET<BR>PREFERRED STOCK<BR></H3>
<H3 align="center"> MUNIVEST FUND II,
INC.<BR>P.O. Box 9011<BR>Princeton, New Jersey 08543-9011</H3>
<H3 align="center"> PROXY<BR><BR>This proxy is
solicited on behalf of the Board of Directors
</H3>
<P> The undersigned hereby appoints Terry K. Glenn, Donald C. Burke
and William E. Zitelli, Jr. as proxies, each with the power to appoint
his substitute, and hereby authorizes each of them to
represent and to vote, as designated on the reverse hereof, all the
shares of Auction Market Preferred Stock of MuniVest
Fund II,
Inc. (the "Fund") held
of record by the undersigned on May 5, 2000 at the annual meeting of
stockholders of the Fund to be held on June 27, 2000 or any adjournment
thereof.
</P>
<BLOCKQUOTE> <B>This proxy when properly executed will be voted
in the manner directed herein by the undersigned stockholder. If no
direction is made, this proxy will be voted FOR Proposals 1 and 2.
</B>
</BLOCKQUOTE>
<P> By signing and dating the reverse side of this card, you authorize
the proxies to vote each proposal as marked, or if not marked, to vote
"FOR" each proposal, and to use their discretion to vote for any
other matter as may properly come before the meeting or any adjournment
thereof. If you do not intend to personally attend the meeting, please
complete and return this card at once in the enclosed envelope.
</P>
<P align="right">(Continued and to be signed on the reverse side)<BR></P>
<PAGE>
Please mark boxes [X] or [X] in blue or black ink.
1. ELECTION OF DIRECTORS FOR all nominees listed below
(except as marked to the contrary below) [ ]
WITHHOLD AUTHORITY
to vote for all nominees listed below [ ]
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, STRIKE
A LINE THROUGH THE NOMINEE'S NAME IN THE LIST BELOW.)
RONALD W. FORBES, TERRY K. GLENN, CYNTHIA A. MONTGOMERY, CHARLES C. REILLY,
KEVIN A. RYAN, ROSCOE S. SUDDARTH, RICHARD R. WEST, ARTHUR ZEIKEL AND EDWARD D.
ZINBARG
2. Proposal to ratify the selection of Deloitte & Touche LLP as the independent
auditors of the Fund to serve for the current fiscal year.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
3. In the discretion of such proxies, upon such other business as may properly
come before the meeting or any adjournment thereof.
If the undersigned is a broker-dealer, it hereby instructs the proxies,
pursuant to Rule 452 of the New York Stock Exchange, to vote any uninstructed
Auction Market Preferred Stock, in the same proportion as votes cast by holders
of Auction Market Preferred Stock, who have responded to this proxy
solicitation.
Please sign exactly as name appears
hereon. When shares are held by joint
tenants, both should sign. When signing
as attorney or as executor,
administrator, trustee or guardian,
please give full title as such. If a
corporation, please sign in full
corporate name by president or other
authorized officer. If a partnership,
please sign in partnership name by
authorized person.
Dated:
-------------------------------- , 2000
X
---------------------------------------
Signature
X
---------------------------------------
Signature, if held jointly
SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE.
<PAGE>
<H3 align="right"> COMMON STOCK<BR></H3>
<H3 align="center"> MUNIVEST FUND II,
INC.<BR>P.O. Box 9011<BR>Princeton, New Jersey 08543-9011</H3>
<H3 align="center"> PROXY<BR><BR>This proxy is
solicited on behalf of the Board of Directors
</H3>
<P> The undersigned hereby appoints Terry K. Glenn, Donald C. Burke
and William E. Zitelli, Jr. as proxies, each with the power to appoint
his substitute, and hereby authorizes each of them to represent and to
vote, as designated on the reverse hereof, all the shares of Common
Stock of MuniVest Fund II,
Inc. (the
"Fund") held of record by the undersigned on May 5, 2000 at the
annual meeting of stockholders of the Fund to be held on June 27, 2000
or any adjournment thereof.
</P>
<BLOCKQUOTE> <B>This proxy when properly executed will be voted
in the manner directed herein by the undersigned stockholder. If no
direction is made, this proxy will be voted FOR Proposals 1 and
2.
</B>
</BLOCKQUOTE>
<P> By signing and dating the reverse side of this card, you authorize
the proxies to vote each proposal as marked, or if not marked, to vote
"FOR" each proposal, and to use their discretion to vote for any
other matter as may properly come before the meeting or any adjournment
thereof. If you do not intend to personally attend the meeting, please
complete and return this card at once in the enclosed envelope.
</P>
<P align="right">(Continued and to be signed on the reverse side)</P>
<PAGE>
Please mark boxes [X] or [X] in blue or black ink.
1. ELECTION OF DIRECTORS FOR all nominees listed below
(except as marked to the contrary below) [ ]
WITHHOLD AUTHORITY
to vote for all nominees listed below [ ]
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, STRIKE
A LINE THROUGH THE NOMINEE'S NAME IN THE LIST BELOW.)
TERRY K. GLENN, CYNTHIA A. MONTGOMERY, CHARLES C. REILLY, KEVIN A. RYAN, ROSCOE
S. SUDDARTH, ARTHUR ZEIKEL AND EDWARD D. ZINBARG
2. Proposal to ratify the selection of Deloitte & Touche LLP as the independent
auditors of the Fund to serve for the current fiscal year.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
3. In the discretion of such proxies, upon such other business as may properly
come before the meeting or any adjournment thereof.
Please sign exactly as name appears
hereon. When shares are held by joint
tenants, both should sign. When signing
as attorney or as executor,
administrator, trustee or guardian,
please give full title as such. If a
corporation, please sign in full
corporate name by president or other
authorized officer. If a partnership,
please sign in partnership name by
authorized person.
Dated:
-------------------------------- , 2000
X
---------------------------------------
Signature
X
---------------------------------------
Signature, if held jointly
SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE.
</body>
</HTML>
