AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 27, 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 / / Confidential, for Use of the
/X/ Definitive Proxy Statement Commission Only (as permitted
/ / Definitive Additional Materials by Rule 14a-6(e)(2))
/ / Soliciting Material Pursuant to
Rule 14a-11(c) or Rule 14a-12

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

MUNIENHANCED FUND, INC.
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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)
or Item 22(a)(2) of Schedule 14A.
/ / $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 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.
2

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

NOTICE OF 1995 ANNUAL MEETING OF STOCKHOLDERS
------------------------
SEPTEMBER 8, 1995

TO THE STOCKHOLDERS OF MUNIENHANCED FUND, INC.:

Notice is hereby given that the 1995 Annual Meeting of Stockholders (the
"Meeting") of MuniEnhanced Fund, 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, September 8, 1995 at 11:00 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 July 14, 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 August 25, 1995, at the office of the Fund, 800 Scudders Mill Road,
Plainsboro, New Jersey 08536. 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: July 28, 1995
3

PROXY STATEMENT
------------------------

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

1995 ANNUAL MEETING OF STOCKHOLDERS
------------------------

SEPTEMBER 8, 1995

INTRODUCTION

This Proxy Statement is furnished in connection with the solicitation of
proxies on behalf of the Board of Directors of MuniEnhanced Fund, 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, September 8, 1995 at 11:00 A.M. The approximate mailing date
of this Proxy Statement is July 31, 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 July 14, 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 July 14, 1995, the Fund had outstanding
29,007,770 shares of common stock, par value $.10 per share ("Common Stock"),
and 6,000 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 July
14, 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.

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

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 BY CLASS

SHARES
BENEFICIALLY
OWNED AT
JULY 14, 1995
PRINCIPAL OCCUPATIONS -----------------
DURING PAST FIVE YEARS DIRECTOR COMMON
NAME AND ADDRESS OF NOMINEE AGE AND PUBLIC DIRECTORSHIPS(1) SINCE STOCK AMPS
- ------------------------------ --- -------------------------------- -------- ------- -------

Herbert I. London(1)(2)....... 56 Dean, Gallatin Division of New 1989 0 0
113-115 University Place York University from 1978 to
New York, New York 10003 1993 and Director from 1975 to
1976; John M. Olin Professor
of Humanities, New York
University since 1993 and
Professor thereof since 1980;
Distinguished Fellow, Herman
Kahn Chair, Hudson Institute
from 1984 to 1985; Trustee,
Hudson Naval Institute since
1980; Overseer, Center for
Naval Analyses; Director,
Damon Corporation since 1991.

Andre F. Perold(1)(2)......... 43 Professor, Harvard Business 1989 0 0
Morgan Hall School since 1989 and Associate
Soldiers Field Professor from 1983 to 1989;
Boston, Massachusetts 02163 Trustee, The Common Fund,
since 1989; Director, Quantec
Limited since 1991 and
Teknekron Software Systems
since 1994.

2
5

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

James H. Bodurtha(1)(2)....... 51 Chairman and Chief Executive 1995 0 0
124 Long Pond Road Officer, China Enterprise
Plymouth, Massachusetts Management Corporation since
02360 1993; Vice President, Bank
House International Management
Corporation since 1993;
Chairman, Berkshire
Corporation since 1980;
Partner, Squire, Sanders &
Dempsey from 1990 to 1993

Robert R. Martin(1)(2)........ 68 Director, WTC Industries, Inc. 1993 0 0
513 Grand Hill since 1995 and Chairman
St. Paul, Minnesota 55102 thereof from 1994 to 1995;
Chairman and Chief Executive
Officer, Kinnard Investments,
Inc. from 1990 to 1993;
Executive Vice President, Dain
Bosworth from 1974 to 1989;
Director, Carnegie Capital
Management from 1977 to 1985
and Chairman thereof in 1979;
Director, Securities Industry
Association from 1981 to 1982
and Public Securities
Association from 1979 to 1980;
Trustee, Northland College
since 1992.

Joseph L. May(1)(2)........... 66 Attorney in private practice 1989 1,000 0
424 Church Street since 1984; President, May and
Suite 2000 Athens Hosiery Mills Division,
Nashville, Tennessee Wayne- Gossard Corporation
37219 from 1954 to 1983; Vice
President, Wayne-Gossard
Corporation from 1972 to 1983;
Chairman, The May Corporation
(personal holding company)
from 1972 to 1983; Director,
Signal Apparel Co. from 1972
to 1989.

3
6

Arthur Zeikel(1)*............. 63 President of Fund Asset 1989 0 0
P.O. Box 9011 Management, L.P. ("FAM", which
Princeton, New Jersey term includes its corporate
08543-9011 predecessors) since 1977;
President of MLAM (which term
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 ("Merrill
Lynch") since 1990 and a
Senior Vice President thereof
from 1985 to 1990; Director of
Merrill Lynch Funds
Distributor, Inc. ("MLFD")
since 1991.

- ---------------
(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 and Officers" below.

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

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

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 January 31, 1995, the Board of Directors held
five meetings and the Audit Committee held four meetings. With the exception of
Mr. Bodurtha (who became a Director of the Fund in June, 1995), all of the
Directors attended at least 75% of the aggregate of the total number of meetings
of the Board of Directors and the total number of meetings held by all
committees on which he served 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

4
7

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 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 and Officers. 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 $5,000 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 $1,000 per year plus $250 per meeting attended, together with
such Director's out-of-pocket expenses relating to attendance at meetings. These
fees and expenses aggregated $45,613 for the fiscal year ended January 31, 1995.

The following table sets forth for the fiscal year ended January 31, 1995
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.

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

James H. Bodurtha(1)(2)........... $ 0 None $ 0
Herbert I. London(1).............. $9,000 None $168,250
Robert R. Martin(1)............... $9,000 None $168,250
Joseph L. May(1).................. $9,000 None $168,250
Andre F. Perold(1)................ $9,000 None $168,250

- ---------------
(1) In addition to the Fund, the Directors serve on the Boards of other FAM/MLAM
Advised Funds as follows: Mr. Bodurtha (46 Funds), Mr. London (46 Funds),
Mr. Martin (46 Funds), Mr. May (46 Funds) and Mr. Perold (46 Funds).

(2) Mr. Bodurtha became a Director of the Fund and other FAM/MLAM Advised Funds
in June, 1995.

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 63 1989
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 Merrill Lynch since 1990
and Senior Vice President from 1985 to 1990;
Director of MLFD since 1991.

Terry K. Glenn.................................... Executive Vice President 54 1989
Executive Vice President of FAM and MLAM since
1983; Executive Vice President and Director
of Princeton Services since 1993; President
of MLFD since 1986 and Director since 1991;
President of Princeton Administrators, L.P.
since 1988.

Vincent R. Giordano............................... Vice President 50 1989
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 44 1989
Vice President of FAM and MLAM since 1984;
employed by MLAM since 1978.

Donald C. Burke................................... Vice President 35 1993
Vice President and Director of Taxation of MLAM
since 1990; Employee of Deloitte & Touche
from 1982 to 1990.
p
Gerald M. Richard................................. Treasurer 46 1989
Senior Vice President and Treasurer of FAM and
MLAM since 1984; Senior Vice President and
Treasurer of Princeton Services since 1993;
Treasurer of MLFD since 1984 and Vice
President since 1981.

Mark B. Goldfus................................... Secretary 48 1989
Vice President of FAM and MLAM since 1985.

Stock Ownership. At July 14, 1995, the Directors and officers of the Fund
as a group (12 persons) owned an aggregate of less than 1/4 of 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 Director of
the Fund, and the other officers of the Fund owned an aggregate of less than
1/4 of 1% of the outstanding shares of common stock of ML&Co.

6
9

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 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 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.

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.

The Directors are to be elected by class vote, two Directors being elected
by the holders of AMPS and the remaining Directors by the holders of AMPS and
Common Stock, voting together as a single class. At a meeting at which a quorum
is duly constituted, (i) the affirmative vote of a majority of the votes cast by
the holders of AMPS, voting separately as a class in person or by proxy, is
required for the election of the two (2) persons designated as Directors to be
elected by the holders of AMPS; (ii) the affirmative vote of a majority of the
votes cast by the holders of AMPS and Common Stock, voting together as a single
class in person or by proxy, is required for the election of the remaining
Directors (Item 1); and (iii) the proposal to ratify the selection of the Fund's
independent auditors (Item 2) may be approved by the affirmative vote of the
holders of a majority of the votes cast by the holders of Common Stock and AMPS,
voting together as a single class in person or by proxy.

Broker-dealer firms, including Merrill Lynch, 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

7
10

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 which are returned but which are marked "abstain"
or on which a broker-dealer has declined to vote on any proposal ("broker non-
vote") will be counted as present for the purpose of a quorum. Merrill Lynch 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
broken non-votes will not be counted as votes cast and therefore will have no
effect on the vote of either 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 January 31, 1995 to any stockholder upon request. Such
requests should be directed to MuniEnhanced Fund, Inc., P.O. Box 9011,
Princeton, New Jersey 08543-9011, Attention: Mark B. Goldfus, Secretary, or to
1-800-456-4587 ext. 123.

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 September 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 March 25, 1996.

By Order of the Board of Directors

MARK B. GOLDFUS
Secretary

Dated: July 28, 1995.

8
11
COMMON STOCK

MUNIENHANCED FUND, 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 them to represent and to vote, as designated on the reverse hereof,
all the shares of Common Stock of MuniEnhanced Fund, Inc. (the "Fund") held of
record by the undersigned on July 14, 1995 at the annual meeting of stockholders
of the Fund to be held on September 8, 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)

1. ELECTION OF DIRECTORS FOR all nominees listed blow 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.)
James H. Bodurtha, Robert R. Martin, Joseph L. May, Arthur Zeikel

2. Proposal to ratify the selection of Deloitte & Touche LLP as the independent FOR / / AGAINST / / ABSTAIN / /
auditors of the Fund to serve for the current fiscal year.

3. In the discretion of such proxies upon such other business as may properly
come before the meeting or any adournment 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 the 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 persons.

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

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

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

Please mark boxes / / or /X/ in blue or black ink. Sign, Date and
Return the Proxy Card Promptly Using the Enclosed Envelope.

12
AUCTION MARKET
MUNIENHANCED FUND, INC. PREFERRED 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 Mark B.
Goldfus as proxies, each with the power to appoint his substitute, and hereby
authorizes them to represent and to vote, as designated on the reverse hereof,
all the shares of Auction Market Preferred Stock of MuniEnhanced Fund, Inc. (the
"Fund") held of record by the undersigned on July 14, 1995 at the annual meeting
of stockholders of the Fund to be held on September 8, 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)

1. ELECTION OF DIRECTORS FOR all nominees listed blow 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.)
James H. Bodurtha, Herbert I. London, Robert R. Martin, Joseph L. May,
Arthur Zeikel

2. Proposal to ratify the selection of Deloitte & Touche LLP as the independent FOR / / AGAINST / / ABSTAIN / /
auditors of the Fund to serve for the current fiscal year.

3. In the discretion of such proxies upon such other business as may properly
come before the meeting or any adournment thereof.

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

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

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

Please mark boxes / / or /X/ in blue or black ink. Sign, Date and
Return the Proxy Card Promptly Using the Enclosed Envelope.