MUNIASSETS FUND INC, DEF 14A, 1998-07-30

MUNIASSETS FUND INC
DEF 14A, 1998-07-30

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SCHEDULE 14A

(RULE 14A-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES

EXCHANGE ACT OF 1934 (AMENDMENT NO. )

<TABLE>
<S> <C>
Filed by the registrant [X] [ ] Confidential, For Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
Filed by a party other than the registrant [ ] [X] Definitive proxy statement
Check the appropriate box: [X] Definitive additional materials
[ ] Preliminary proxy statement [ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
</TABLE>

MUNIASSETS FUND, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)

MUNIASSETS FUND, INC.
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)

Payment of filing fee (Check the appropriate box):

[X] No Fee Required.

[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

(1) Title of each class of securities to which transaction applies:
--------------------------------------------------------------------------

(2) Aggregate number of securities to which transactions applies:
--------------------------------------------------------------------------

(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:(1)
--------------------------------------------------------------------------

(4) Proposed maximum aggregate value of transaction:
--------------------------------------------------------------------------

(5) Total fee paid:
--------------------------------------------------------------------------

[ ] Fee paid previously with preliminary materials:
--------------------------------------------------------------------------

[ ] 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.

(1) Amount previously paid:
___________________________________________________________________________

(2) Form, schedule or registration statement no.:
___________________________________________________________________________

(3) Filing party:
___________________________________________________________________________

(4) Date filed:
___________________________________________________________________________

- ---------------
(1) Set forth the amount on which the filing fee is calculated and state how it
was determined.

<PAGE>

MUNIASSETS FUND, INC.
P.O. BOX 9011
PRINCETON, NEW JERSEY 08543-9011

------------------------

NOTICE OF 1998 ANNUAL MEETING OF STOCKHOLDERS
__________________

SEPTEMBER 14, 1998

TO THE STOCKHOLDERS OF
MUNIASSETS FUND, INC.

Notice is hereby given that the 1998 Annual Meeting of Stockholders (the
"Meeting") of MuniAssets Fund, Inc. (the "Fund") will be held at the offices of
Fund Asset Management, L.P. ("FAM"), 800 Scudders Mill Road, Plainsboro, New
Jersey 08536, on Monday, September 14, 1998 at 9:15 A.M. for the following
purposes:

(1) To elect two Class I Directors for a term of three years;

(2) To consider and act upon a proposal to ratify the selection of
Deloitte & Touche LLP ("D&T") to serve as independent auditors of
the Fund for its current fiscal year; and

(3) To transact such other business as may properly come before the
Meeting or any adjournment thereof.

The Board of Directors has fixed the close of business on July 15, 1998 as
the record date for the determination of stockholders entitled to notice of and
to vote at the Meeting or any adjournment thereof.

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 August 31, 1998, at the office of the Fund, 800 Scudders Mill Road,
Plainsboro, New Jersey. You are cordially invited to attend the Meeting.
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. The enclosed proxy is being solicited on
behalf of the Board of Directors of the Fund.

By Order of the Board of Directors

PATRICK D. SWEENEY
SECRETARY

Plainsboro, New Jersey
Dated: July 30, 1998

<PAGE>

PROXY STATEMENT

------------------------

MUNIASSETS FUND, INC.
P.O. BOX 9011
PRINCETON, NEW JERSEY 08543-9011

------------------------

1998 ANNUAL MEETING OF STOCKHOLDERS
__________________

SEPTEMBER 14, 1998

INTRODUCTION

This Proxy Statement is furnished in connection with the solicitation of
proxies on behalf of the Board of Directors of MuniAssets Fund, Inc., a Maryland
corporation (the "Fund"), to be voted at the 1998 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 08536, on Monday,
September 14, 1998 at 9:15 A.M. The approximate mailing date of this Proxy
Statement is July 30, 1998.

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 FOR the election of the nominees for Directors, and FOR 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.

The Board of Directors has fixed the close of business on July 15, 1998 as
the record date for the determination of stockholders entitled to notice of and
to vote at the Meeting and at any adjournment thereof. Stockholders on the
record date will be entitled to one vote for each share held, with no shares
having cumulative voting rights. As of July 15, 1998, the Fund had outstanding
10,424,616 shares of common stock, par value $.10 per share ("Common Stock"). To
the knowledge of the Fund, as of July 15, 1998, no person is the beneficial
owner of more than five percent of the outstanding shares of Common Stock.

Approval of Items 1 and 2 below will require the affirmative vote of the
holders of a majority of the Fund's shares of Common Stock, voting in person or
by proxy, at a meeting in which a quorum is present and duly constituted. The
Board of Directors of the Fund knows of no business other than that mentioned in
Items 1 and 2 of the Notice of Meeting which will be presented for consideration
at the Meeting. If any other matter is properly presented, it is the intention
of the persons named in the enclosed proxy to vote in accordance with their best
judgment.

<PAGE>

ITEM 1. ELECTION OF DIRECTORS

At the Meeting, two Class I Directors will be elected to serve for a term of
three years 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) in favor of Arthur Zeikel and Robert S. Salomon, Jr. as
Class I Directors. The Board of Directors of the Fund 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 of Directors may recommend.

Pursuant to the Fund's By-Laws, the terms of office of the Directors are
staggered. The Board of Directors is divided into three classes, designated
Class I, Class II and Class III, with each class having a term of three years.
Each year the term of one class expires. Class I consists of Arthur Zeikel and
Robert S. Salomon, Jr. Class II consists of Joe Grills and Walter Mintz. Class
III consists of Melvin R. Seiden and Stephen B. Swensrud. Only the Directors in
Class I are being considered for election at this Meeting. All of the Directors
have been members of the Board of Directors of the Fund since the Fund's initial
public offering in 1993, except Joe Grills, who has been a member of the Board
of Directors of the Fund since January 1994, and Robert S. Salomon, Jr., who has
been a member of the Board of Directors of the Fund since January 1996.

Certain information concerning the Directors (which includes the nominees)
is set forth as follows:

<PAGE>

<TABLE>
<CAPTION>
SHARES OF
COMMON STOCK
OF THE FUND
PRINCIPAL OCCUPATIONS BENEFICIALLY
DURING PAST FIVE YEARS DIRECTOR OWNED AT
NAME AND ADDRESS OF DIRECTORS AGE AND PUBLIC DIRECTORSHIPS(1) SINCE JULY 15, 1998
- ----------------------------- --- --------------------------- -------- -------------
<S> <C> <C> <C> <C>
Walter Mintz(1)(2)............... 69 Special Limited Partner of 1993 0
1114 Avenue of the Americas Cumberland Associates (investment partnership)
New York, New York 10036 since 1982.
Robert S. Salomon, Jr.(1)(2)..... 61 Principal of STI Management 1996 0
106 Dolphin Cove Quay (investment adviser); Chairman and CEO of Salomon
Stamford, Connecticut 06902 Brothers Asset Management from 1992 to 1995;
Monthly columnist with Forbes Magazine since 1992;
Chairman of Salomon Brothers equity mutual funds
from 1992 to 1995; Director of Stock Research and
U.S. Equity Strategist at Salomon Brothers Inc.
from 1975 to 1991; Trustee of The Common Fund
since 1980.
Melvin R. Seiden(1)(2)........... 67 Director of Silbanc Properties, 1993 0
780 Third Avenue Ltd. (real estate, investment and consulting) and
Suite 2502 President thereof since 1987; Chairman and
New York, New York 10017 President of Seiden & de Cuevas, Inc. (private
investment firm) from 1964 to 1987.
Stephen B. Swensrud(1)(2)........ 65 Chairman of Fernwood Advisors 1993 0
24 Federal Street (investment adviser) since 1996; Principal of
Suite 400 Fernwood Associates (financial consultants) since
Boston, Massachusetts 02110 1975.
Arthur Zeikel(1)(3).............. 66 Chairman of Merrill Lynch Asset 1993 0
P.O. Box 9011 Management, L.P. ("MLAM") and FAM (which terms as
Princeton, New Jersey 08543-9011 used hereunder include their corporate
predecessors) since 1997; President of MLAM and
FAM from 1977 to 1997; Chairman of Princeton
Services, Inc. ("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.") since 1990.
</TABLE>

- ---------------
(1) Each of the directors 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.

(2) Member of Audit Committee of the Board of Directors.

(3) Interested person, as defined in the Investment Company Act of 1940, as
amended (the "Investment Company"), of the Fund.

<PAGE>

COMMITTEES AND BOARD OF DIRECTORS' MEETINGS. The Board of Directors has a
standing Audit Committee, which consists of the Directors who are not
"interested persons" of the Fund within the meaning of 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
non-interested Directors have retained independent legal counsel to assist them
in connection with these duties. The Board of Directors does not have a
nominating committee.

During the fiscal year ended May 31, 1998, the Board of Directors held four
meetings and the Audit Committee held four meetings. Each of the Directors then
in office attended at least 75% of the total number of meetings of the Board of
Directors. Each member of the Audit Committee then in office attended at least
75% of the total number of meetings of the Audit Committee held during such
period.

COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934.
Section 16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), requires the Fund's officers, directors and persons who own more than ten
percent of a registered class of the Fund's equity securities, to file reports
of ownership and changes in ownership on Forms 3, 4 and 5 with the Securities
and Exchange Commission ("SEC") and the New York Stock Exchange. Officers,
directors and greater than ten percent stockholders are required by SEC
regulations to furnish the Fund with copies of all Forms 3, 4 and 5 they file.

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
they 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.e., 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.

INTERESTED PERSONS. The Fund considers Mr. Zeikel to be an "interested
person" of the Fund within the meaning of Section 2(a)(19) of the Investment
Company Act as a result of the position he holds with FAM and its affiliates.
Mr. Zeikel is the President of the Fund and the Chairman of FAM and MLAM.

COMPENSATION OF DIRECTORS. FAM, the investment adviser, pays all
compensation of 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 the investment adviser a fee of $2,000 per year plus $500 per
regular meeting attended, together with such Director's actual out-of-pocket
expenses relating to attendance at meetings. The Fund also pays each member of
its Audit Committee a fee of $2,000 per year plus $500 per meeting attended,
together with such Director's out-of-pocket expenses relating to attendance at
such meetings. These fees and expenses aggregated $40,350 for the fiscal year
ended May 31, 1998.

The following table sets forth for the fiscal year ended May 31, 1998,
compensation paid by the Fund to the non-interested Directors and, for the
calendar year ending December 31, 1997, the aggregate compensation paid by all
investment companies advised by FAM and its affiliate, MLAM ("FAM/MLAM Advised
Funds"), to the non-interested Directors.

<PAGE>

<TABLE>
<CAPTION>
PENSION OR RETIREMENT AGGREGATE COMPENSATION FROM
COMPENSATION BENEFITS ACCRUED AS PART FUND AND FAM/MLAM ADVISED
NAME OF DIRECTOR FROM FUND OF FUND EXPENSES FUNDS PAID TO DIRECTORS
- ---------------- ------------ ------------------------ ---------------------------
<S> <C> <C> <C>
Joe Grills(1).............................. $8,000 None $ 171,500
Walter Mintz(1)............................ $8,000 None $ 159,500
Robert S. Salomon, Jr.(1).................. $8,000 None $ 159,500
Melvin R. Seiden(1)........................ $8,000 None $ 159,500
Stephen B. Swensrud(1)..................... $8,000 None $ 175,500
</TABLE>

- ---------------
(1) The Directors serve on the boards of FAM/MLAM Advised Funds as follows: Mr.
Grills (21 registered investment companies consisting of 51 portfolios); Mr.
Mintz (20 registered investment companies consisting of 41 portfolios); Mr.
Salomon (20 registered investment companies consisting of 41 portfolios);
Mr. Seiden (20 registered investment companies consisting of 41 portfolios);
and Mr. Swensrud (23 registered investment companies consisting of 56
portfolios).

OFFICERS OF THE FUND. The Board of Directors has elected nine officers of
the Fund. The following sets forth information concerning each of these
officers:

<TABLE>
<CAPTION>
OFFICER
NAME AND PRINCIPAL OCCUPATION OFFICE AGE SINCE
- ----------------------------- ------ --- -------
<S> <C> <C> <C>
Arthur Zeikel................................................................... President 66 1993
Chairman of MLAM and FAM since 1997; President of MLAM and FAM 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
ML & Co. since 1990.
Terry K. Glenn.................................................................. Executive Vice 57 1993
Executive Vice President of FAM and MLAM since 1983; Executive President
President Vice President and Director of Princeton Services since 1993;
President of Princeton Funds Distributor, Inc. ("PFD") (formerly, Merrill Lynch
Funds Distributor, Inc.) since 1986 and Director thereof since 1991; President
of Princeton Administrators, L.P. since 1988.
Vincent R. Giordano............................................................. Senior Vice 53 1993
Senior Vice President of FAM and MLAM since 1984; Senior Vice President
President President of Princeton Services since 1993.
Kenneth A. Jacob................................................................ Vice President 47 1993
First Vice President of MLAM since 1997; Vice President of MLAM from 1984 to
1997.
Donald C. Burke................................................................. Vice President 38 1993
First Vice President of MLAM since 1997; Vice President of MLAM from 1990 to
1997; Director of Taxation of MLAM since 1990.
Theodore R. Jaeckel, Jr......................................................... Vice President 38 1997
Director (Municipal Tax-Exempt) of MLAM since 1997; Vice President of MLAM from
1991 to 1997.
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
OFFICER
NAME AND PRINCIPAL OCCUPATION OFFICE AGE SINCE
- ----------------------------- ------ --- -------
<S> <C> <C> <C>
John Loffredo, CFA.............................................................. Vice President 34 1998
First Vice President of MLAM since 1997; Vice President of MLAM since 1991.
Gerald M. Richard............................................................... Treasurer 49 1993
Senior Vice President and Treasurer of FAM and MLAM since 1984; Senior Vice
President and Treasurer of Princeton Services since 1993; Treasurer of PFD since
1984 and Vice President since 1981.
Patrick D. Sweeney.............................................................. Secretary 44 1997
First Vice President of MLAM since 1997; Vice President of MLAM from 1990 to
1997.
</TABLE>

STOCK OWNERSHIP. At July 15, 1998, the Directors 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. At such date, Mr. Zeikel, a Director of
the Fund, and the officers of the Fund owned an aggregate of less than 1% of the
outstanding shares of common stock of ML & Co.

ITEM 2. SELECTION OF INDEPENDENT AUDITORS

The Board of Directors of the Fund, including a majority of the Directors
who are not interested persons of the Fund, has selected the firm of Deloitte &
Touche LLP ("D&T"), independent auditors, to examine the financial statements of
the Fund for the current fiscal year. The Fund knows of no direct or indirect
financial interest of D&T in the Fund. Such appointment is subject to
ratification or rejection by the stockholders of the Fund. Unless a contrary
specification is made, the accompanying proxy will be voted in favor of
ratifying the selection of such auditors.

D&T also acts as independent auditors for ML & Co. and all of its
subsidiaries and for substantially all of the other investment companies for
which FAM or MLAM 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 of Directors of the Fund 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.

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.

ADDITIONAL INFORMATION

The expenses of preparation, printing and mailing of the enclosed form 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. The Fund may also hire proxy solicitors at the expense of the Fund.

<PAGE>

In order to obtain the necessary quorum at the Meeting (I.E., a majority of
the shares of the Fund 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. It is anticipated that the cost of
such supplementary solicitation, if any, will be nominal.

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 for the Fund.

Broker-dealer firms, including Merrill Lynch, Pierce, Fenner & Smith
Incorporated ("MLPF&S"), holding Fund shares 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
understands that, under the rules of the New York Stock Exchange, 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 a quorum. MLPF&S has advised the Fund that, except as
limited by agreement or applicable law, the Fund intends to vote shares held in
its name for which no instructions are received in the same proportion as the
votes received from the beneficial owners of these 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. Abstentions and broker non-votes,
therefore, will have no effect on the vote on Item 1 or Item 2.

ADDRESS OF INVESTMENT ADVISER

The principal office of FAM is located at 800 Scudders Mill Road,
Plainsboro, New Jersey 08536.

ANNUAL REPORT DELIVERY

The Fund will furnish, without charge, a copy of its annual report for the
fiscal year ended May 31, 1998 to any stockholder upon request. Such requests
should be directed to MuniAssets Fund, Inc., P.O. Box 9011, Princeton, New
Jersey 08543-9011, Attention: Patrick D. Sweeney, Secretary or to 1-800-456-4587
ext. 123.

STOCKHOLDER PROPOSALS

If a stockholder intends to present a proposal at the 1999 Annual Meeting
of Stockholders of the Fund, which is anticipated to be held in August 1999, 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 June 11, 1999.

By Order of the Board of Directors
PATRICK D. SWEENEY
SECRETARY

Dated: July 30, 1998

<PAGE>

MUNIASSETS FUND, INC. COMMON STOCK
P.O. BOX 9011
Princeton, New Jersey 08543-9011

P R O X Y

This proxy is solicited on behalf of the Board of Directors

The undersigned hereby appoints Arthur Zeikel, Terry K. Glenn and
Patrick D. Sweeney as proxies, each with the power to appoint his substitute,
and authorizes each of them to represent and to vote, as designated on the
reverse hereof, all the Common Stock of MuniAssets Fund, Inc. (the "Fund") held
of record by the undersigned on July 15, 1998 at the Annual Meeting of
Stockholders of the Fund to be held on September 14, 1998 or any adjournment
thereof.

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.

By signing and dating the reverse side of the card, you authorized 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.

(Continued and to be signed on the reverse side)

<TABLE>
<CAPTION>
<S><C>
1. To elect two Class I Directors FOR all nominees listed WITHHOLD AUTHORITY
for a term of three years. below (except as marked to [ ] to vote for all nominees [ ]
the contrary below) listed below

(INSTRUCTION: To withhold authority for any individual nominee strike a line
through the nominees name in the list below.)

Class I Nominees: Arthur Zeikel, Robert S. Salomon, Jr.

2. To consider and act upon a proposal to ratify the selection
of Deloitte & Touche LLP ("D&T") as the independent auditors FOR [ ] AGAINST [ ] ABSTAIN [ ]
of the Fund to serve for the current fiscal year.

3. To transact such other business as may properly come before
the Meeting or any adjournment thereof.

Please sign this proxy in the space provided below. Execution by
stockholders who are not individuals must be made by an authorized
signatory.

Dated: _____________________________________________________, 1998

__________________________________________________________________
Name of Stockholder

__________________________________________________________________
Signature
</TABLE>

Please mark boxes [ ] or [X] in blue or black ink.
Please sign, date and return this Proxy promptly using the enclosed envelope.

<PAGE>

<TABLE>
<CAPTION>
<S><C>
1. To elect two Class I Directors FOR all nominees listed WITHHOLD AUTHORITY EXCEPTIONS* [ ]
for a term of three years. below [ ] to vote for all nominees [ ]
listed below

*(INSTRUCTION: To withhold authority for any individual nominee mark the
Exception box and strike a line through the nominees name in
the list below.)

Class I Nominees: Arthur Zeikel, Robert S. Salomon, Jr.

2. To consider and act upon a proposal to ratify the selection
Deloitte & Touche LLP ("D&T") as the independent auditors FOR [ ] AGAINST [ ] ABSTAIN [ ]
auditors of the Fund to serve for the current fiscal year.

3. To transact such other business as may properly come before
the Meeting or any adjournment thereof.

Address change [ ]
mark here

Please sign this proxy in the space provided below. Execution by
stockholders who are not individuals must be made by an authorized
signatory.

Dated: _____________________________________________________, 1998

__________________________________________________________________
Name of Stockholder

__________________________________________________________________
Signature

Please Sign, Date and Return Promptly in the enclosed envelope. No postage is required. Votes must be indicated [ ]
(X) in Black or Blue ink.

</TABLE>

MUNIASSETS FUND, INC. COMMON STOCK
P.O. BOX 9011
Princeton, New Jersey 08543-9011

P R O X Y

This proxy is solicited on behalf of the Board of Directors

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.

(Continued and to be signed on the reverse side)

MUNIASSETS FUND, INC.
P.O. BOX 11183
NEW YORK, N.Y. 10203-0123