AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 3, 1995
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )

Filed by the Registrant /X/
Filed by a Party other than the Registrant / /

Check the appropriate box:

/ / Preliminary Proxy Statement

/X/ Definitive Proxy Statement

/ / Definitive Additional Materials

/ / Soliciting Material Pursuant to Rule 14a-11(c)
or Rule 14a-12

MuniVest Fund II, Inc.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)

MuniVest Fund II, Inc.
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)

Payment of Filing Fee (Check the appropriate box):

/X/ $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2).

/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).

/ / 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 transaction 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:
- --------------------------------------------------------------------------------

/ / 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.
2

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

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

NOTICE OF 1995 ANNUAL MEETING OF STOCKHOLDERS
JUNE 16, 1995
------------------------

TO THE STOCKHOLDERS OF MUNIVEST FUND II, INC.:

Notice is hereby given that the 1995 Annual Meeting of Stockholders (the
"Meeting") of MuniVest Fund II, Inc. (the "Fund") will be held at the offices of
Merrill Lynch Asset Management, L.P., 800 Scudders Mill Road, Plainsboro, New
Jersey, on Friday, June 16, 1995 at 10:00 A.M. for the following purposes:

(1) To elect a Board of Directors to serve for the ensuing year;

(2) To consider and act upon a proposal to ratify the selection of
Deloitte & Touche LLP 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 April 24, 1995 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 May 26, 1995, 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

MARK B. GOLDFUS
Secretary

Plainsboro, New Jersey
Dated: May 2, 1995
3

PROXY STATEMENT

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

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

1995 ANNUAL MEETING OF STOCKHOLDERS
JUNE 16, 1995

INTRODUCTION

This Proxy Statement is furnished in connection with the solicitation of
proxies on behalf of the Board of Directors of MuniVest Fund II, Inc., a
Maryland corporation (the "Fund"), to be voted at the 1995 Annual Meeting of
Stockholders of the Fund (the "Meeting"), to be held at the offices of Merrill
Lynch Asset Management, L.P. ("MLAM"), 800 Scudders Mill Road, Plainsboro, New
Jersey, on Friday, June 16, 1995 at 10:00 A.M. The approximate mailing date of
this Proxy Statement is May 5, 1995.

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 Board of Directors to serve for the
ensuing year 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 at the Fund's address indicated above or by voting in person at the
Meeting.

The Board of Directors has fixed the close of business on April 24, 1995 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 April 24, 1995, 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, par value $.10 per share and
liquidation preference of $25,000 per share plus an amount equal to accumulated
but unpaid dividends thereon ("AMPS"). To the knowledge of the Fund, as of April
24, 1995, no person is the beneficial owner of more than five percent of the
outstanding shares of Common Stock or five percent of the outstanding AMPS.

With respect to Item 1, Election of Directors, holders of AMPS are entitled
to elect the two directors designated below and holders of Common Stock and
AMPS, voting together as a class, are entitled to elect the remaining Directors.
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 the affirmative
vote of the holders of a majority of the AMPS, represented at the Meeting and
entitled to vote; (ii) election of the remaining Directors will require the
affirmative vote of the holders of a majority of the Common Stock and the AMPS
represented at the Meeting and entitled to vote, voting together as a single
class, and (iii) approval of Item 2, Selection of Independent Auditors, will
require the affirmative vote of the holders of a majority of the Common Stock
and the AMPS represented at the Meeting and entitled to vote, voting together as
a single class.

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.
4

ITEM 1. ELECTION OF DIRECTORS

At the Meeting, the Board of Directors will be elected to serve until the
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) as follows:

(1) All such proxies of the holders of AMPS, voting separately by
class, in favor of the two (2) persons designated as Directors to be
elected by holders of AMPS; and

(2) All such proxies of the holders of Common Stock and AMPS, voting
together as a single class, in favor of the four (4) persons designated as
Directors to be elected by holders of Common Stock and AMPS.

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.

Certain information concerning the nominees, including their designated
classes, is set forth as follows:

TO BE ELECTED BY HOLDERS OF AMPS, VOTING SEPARATELY AS A CLASS

SHARES
BENEFICIALLY
OWNED AT
APRIL 24,
1995
PRINCIPAL OCCUPATIONS ------------
DURING PAST FIVE YEARS DIRECTOR COMMON
NAME AND ADDRESS OF NOMINEE AGE AND PUBLIC DIRECTORSHIPS(1) SINCE STOCK AMPS
- --------------------------------- --- ------------------------------ -------- ------ ----

Ronald W. Forbes(1)(2)........... 54 Professor of Finance, School 1988 0 0
1400 Washington Avenue of Business, State University
Albany, New York 12222 of New York at Albany, since
1989, and Associate
Professor prior thereto;
Member, Task Force on
Municipal Securities
Markets, Twentieth Century
Fund.
Richard R. West(1)(2)............ 57 Professor of Finance, and Dean 1988 0 0
482 Tepi Drive from 1984 to 1993, New York
Southbury, Connecticut 06488 University Leonard N. Stern
School of Business
Administration; Professor of
Finance at the Amos Tuck
School of Business
Administration from 1976 to
1984 and Dean from 1976 to
1983; Director of Vornado,
Inc. (real estate investment
trust), Alexander's Inc.
(real estate company), Bowne
& Co., Inc. (financial
printer), Smith- Corona
Corporation (manufacturer of
typewriters and word
processors) and Re Capital
Corp. (reinsurance holding
company).

2
5

TO BE ELECTED BY HOLDERS OF COMMON STOCK AND AMPS, VOTING TOGETHER AS A CLASS

Cynthia A. Montgomery(1)(2)...... 42 Professor, Harvard Business 1993 0 0
Harvard Business School School since 1989; Associate
Soldiers Field Road Professor, J.L. Kellogg
Boston, Massachusetts 02163 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, UNUM
Corporation.
Charles C. Reilly(1)(2).......... 63 Self-employed financial 1990 0 0
9 Hampton Harbor Road consultant since 1990;
Hampton Bays, New York President and Chief
11946 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, 1990;
Adjunct Professor, Wharton
School, University of
Pennsylvania, 1990; Partner,
Small Cities CableVision.

Kevin A. Ryan(1)(2).............. 62 Founder, current Director and 1992 0 0
127 Commonwealth Avenue Professor of The Boston
Chestnut Hill, University Center for the
Massachusetts 02167 Advancement of Ethics and
Character; Professor of
Education at Boston
University from 1982 until
1994; Formerly taught on the
faculties of the University
of Chicago, Stanford
University and Ohio State
University.

(Footnotes on following page)

3
6

Arthur Zeikel(1)*................ 62 President of Fund Asset 1988 0 0
P.O. Box 9011 Management, L.P. ("FAM",
Princeton, New Jersey which term as used herein
08543-9011 includes its corporate
predecessors) since 1977;
President of MLAM (which
term as used herein includes
its corporate predecessors)
since 1977; President and
Director of Princeton
Services, Inc. ("Princeton
Services") since 1993;
Executive Vice President of
Merrill Lynch & Co., Inc.
("ML & Co.") since 1990;
Executive Vice President of
Merrill Lynch, Pierce,
Fenner & Smith Incorporated
("MLPF&S") since 1990 and a
Senior Vice President
thereof from 1985 to 1990;
Director of Merrill Lynch
Funds Distributor, Inc.
("MLFD").

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

* Interested person, as defined in the Investment Company Act of 1940, as
amended, of the Fund.

Committee's 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 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 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 October 31, 1994, the Board of Directors held
five meetings and the Audit Committee held four meetings. All of the Directors
attended at least 75% of the total number of meetings of the Board of Directors
and, if a member, 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

4
7

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, except that Ms. Montgomery inadvertently filed a late report to
disclose her election as a Director of the Fund, and except that Elizabeth
Griffin inadvertently filed a late report to disclose her election as a Senior
Vice President of FAM.

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 because of the positions he holds with FAM and its affiliates. Mr.
Zeikel is the President of the Fund and the President of FAM and MLAM.

Compensation of Directors. FAM, the Fund's 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 FAM a fee of $2,000 per year plus $400 per 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,
which consists of all of the non-affiliated Directors, a fee of $1,000 per year,
together with such Director's out-of-pocket expenses relating to attendance at
meetings. The Chairman of the Audit Committee receives an additional annual fee
of $1,000. These fees and expenses aggregated $27,505 for the fiscal year ended
October 31, 1994.

The following table sets forth for the fiscal year ended October 31, 1994
compensation paid by the Fund to the non-affiliated Directors and, for the
calendar year ended December 31, 1994, the aggregate compensation paid by all
investment companies advised by FAM and its affiliate, MLAM ("FAM/MLAM Advised
Funds"), to the non-affiliated Directors.

TOTAL COMPENSATION FROM
AGGREGATE PENSION OR RETIREMENT FUND AND FAM/MLAM
COMPENSATION BENEFITS ACCRUED AS PART ADVISED FUNDS PAID TO
NAME OF DIRECTOR FROM FUND OF FUND EXPENSES DIRECTORS
- ------------------------------------- ------------ ------------------------ -----------------------

Ronald W. Forbes(1).................. $4,600 None $ 154,400
Cynthia A. Montgomery(1)............. $4,350 None $ 133,817
Charles C. Reilly(1)................. $4,600 None $ 276,900
Kevin A. Ryan(1)..................... $4,600 None $ 154,400
Richard R. West(1)................... $5,600 None $ 300,900

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

(1) In addition to the Fund, the Directors serve on the Boards of other FAM/MLAM
Advised Funds as follows: Mr. Forbes (24 boards); Ms. Montgomery (24
boards); Mr. Reilly (41 boards); Mr. Ryan (24 boards); and Mr. West (41
boards).

5
8

Officers of the Fund. The Board of Directors has elected seven officers of
the Fund. The following sets forth information concerning each of these
officers:

OFFICER
NAME AND PRINCIPAL OCCUPATION OFFICE AGE SINCE
---------------- ---- -----

Arthur Zeikel.................................................... President 62 1993
President of FAM since 1977; President of MLAM since 1977;
President and Director of Princeton Services since 1993;
Executive Vice President of ML & Co. since 1990; Executive
Vice President of MLPF&S since 1990 and a Senior Vice
President thereof from 1985 to 1990; Director of MLFD.

Terry K. Glenn................................................... Executive Vice 54 1993
Executive Vice President of FAM and MLAM since 1983; President
Executive Vice President and Director of Princeton Services
since 1993;
President of MLFD since 1986 and Director thereof since 1991.

Vincent R. Giordano.............................................. Vice President 50 1993
Senior Vice President of FAM and MLAM since 1984 and
Vice President of MLAM from 1980 to 1984; Portfolio
Manager of FAM and MLAM since 1977; Senior Vice President of
Princeton Services since 1993.

Kenneth A. Jacob................................................. Vice President 45 1993
Vice President of MLAM since 1984; employed by MLAM since 1978.

Donald C. Burke.................................................. Vice President 34 1993
Vice President and Director of Taxation of MLAM since 1990;
employee of Deloitte & Touche LLP from 1982 to 1990.

Gerald M. Richard................................................ Treasurer 46 1993
Senior Vice President and Treasurer of FAM and MLAM since 1984;
Senior Vice President and Treasurer of Princeton Services since
1993;
Vice President of MLFD since 1981 and Treasurer thereof since
1984.

Mark B. Goldfus.................................................. Secretary 48 1993
Vice President of FAM and MLAM since 1985.

Stock Ownership. At April 24, 1995, the Directors and officers of the Fund
as a group (12 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. Zeikel, an officer and 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.

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 such firm 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.

6
9

D&T also acts as independent auditors for ML & Co. and all of its
subsidiaries and for most 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 or
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.

In order to obtain the necessary quorum at the Meeting (i.e., 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. 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.

Broker-dealer firms, including 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.
Accordingly, 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
shareholders exists. Proxies which are returned but which 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 purposes of a quorum. MLPF&S has
advised that it intends to exercise discretion over shares held in its name for
which no instructions are received by voting such shares in the same proportion
as it has voted shares for which it has received instructions. Abstentions and
broker non-votes will not be counted as votes cast. Abstentions and broker
non-votes, therefore, will not have an 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.

7
10

ANNUAL REPORT DELIVERY

THE FUND WILL FURNISH, WITHOUT CHARGE, A COPY OF ITS ANNUAL REPORT FOR THE
FISCAL YEAR ENDED OCTOBER 31, 1994 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: Mark B. Goldfus, or to 1-800-MERRILL ext. 9368
(1-800-637-7455 ext. 9368).

STOCKHOLDER PROPOSALS

If a stockholder intends to present a proposal at the 1996 Annual Meeting
of Stockholders of the Fund, which is anticipated to be held in June 1996, 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 January 8, 1996.

By Order of the Board of Directors

MARK B. GOLDFUS
Secretary

Dated: May 2, 1995

8
11

COMMON STOCK

MUNIVEST FUND II, INC.
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 Mark B.
Goldfus 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 April 24, 1995 at the annual meeting of
stockholders of the Fund to be held on June 16, 1995 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.

(Continued and to be signed on the reverse side)

PLEASE MARK BOXES / / OR /X/ IN BLUE OR BLACK INK.

1. ELECTION OF DIRECTORS FOR all nominees listed below WITHHOLD AUTHORITY
(except as marked to the contrary below) / / 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.) Charles C.
Reilly, Kevin A. Ryan, Cynthia A. Montgomery and Arthur Zeikel

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: , 1995
--------------------------------------

X
-------------------------------------------------
Signature

X
-------------------------------------------------
Signature, if held jointly

SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE.
12

AUCTION MARKET
PREFERRED STOCK

MUNIVEST FUND II, INC.
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 Mark B.
Goldfus 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 April 24, 1995 at the
annual meeting of stockholders of the Fund to be held on June 16, 1995 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.

(Continued and to be signed on the reverse side)

PLEASE MARK BOXES / / OR /X/ IN BLUE OR BLACK INK.

1. ELECTION OF DIRECTORS FOR all nominees listed below WITHHOLD AUTHORITY
(except as marked to the contrary below) / / 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, Richard R. West, Charles C. Reilly, Kevin A. Ryan,
Cynthia A. Montgomery and Arthur Ziekel

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.

Dated: , 1995
-------------------------------------

X
------------------------------------------------
Signature

X
------------------------------------------------
Signature, if held jointly

SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE.