AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 6, 1997

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 BY
RULE 14A-6(e)(2))
[_] Definitive Additional Materials

[_] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12

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

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

Payment of Filing Fee (Check the appropriate box):

[X] No fee required.

[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) 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 ActRule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined.):

(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:

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

NOTICE OF 1997 ANNUAL MEETING OF STOCKHOLDERS
----------------

SEPTEMBER 18, 1997

To The Stockholders of MuniVest Fund, Inc.:

Notice is hereby given that the 1997 Annual Meeting of Stockholders (the
"Meeting") of MuniVest 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 Thursday, September 18, 1997 at 9:00 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 25, 1997 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 September 4, 1997, 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: August 6, 1997

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

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

1997 ANNUAL MEETING OF STOCKHOLDERS
----------------

SEPTEMBER 18, 1997

INTRODUCTION

This Proxy Statement is furnished in connection with the solicitation of
proxies on behalf of the Board of Directors of MuniVest Fund, Inc., a Maryland
corporation (the "Fund"), to be voted at the 1997 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 Thursday, September 18, 1997 at 9:00 a.m. The approximate mailing
date of this Proxy Statement is August 8, 1997.

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 25, 1997 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 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 61,123,140 shares of common stock, par value
$.10 per share ("Common Stock"), and 11,000 shares of auction market preferred
stock, par value $.025 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 the Record Date, 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 that 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.

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 as a
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, voting separately as
a class in favor of the four (4) persons designated as Directors to be
elected by holders of 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 AS A CLASS:

SHARES
BENEFICIALLY
OWNED AT
THE RECORD DATE
PRINCIPAL OCCUPATIONS ----------------
DURING PAST FIVE YEARS DIRECTOR COMMON
NAME AND ADDRESS OF NOMINEE AGE AND PUBLIC DIRECTORSHIPS(/1/) SINCE STOCK AMPS
- --------------------------- --- -------------------------------- -------- -------- -------

Ronald W. 56 Professor of Finance, School of 1988 816 0
Forbes(/1/)(/2/)....... Business, State University of
1400 Washington Avenue New York at Albany, since 1989.
Albany, New York 12222
Richard R. 59 Professor of Finance since 1984, 1988 0 0
West(/1/)(/2/)......... and Dean from 1984 to 1993, and
Box 604 currently Dean Emeritus of New
Genoa, Nevada 89411 York University, Leonard N.
Stern School of Business
Administration; Director of
Bowne & Co., Inc. (financial
printers), Vornado, Inc. (real
estate holding company) and
Alexander's Inc. (real estate
company).

(Footnotes on following page)

TO BE ELECTED BY HOLDERS OF COMMON STOCK, VOTING SEPARATELY AS A CLASS:

SHARES
BENEFICIALLY
OWNED AT
THE RECORD DATE
PRINCIPAL OCCUPATIONS -----------------
DURING PAST FIVE YEARS DIRECTOR COMMON
NAME AND ADDRESS OF NOMINEE AGE AND PUBLIC DIRECTORSHIPS(/1/) SINCE STOCK AMPS
- --------------------------- --- -------------------------------- -------- -------- -------

Cynthia A. 45 Professor, Harvard Business 1993 0 0
Montgomery(/1/)(/2/)... School since 1989; Associate
Harvard Business School Professor, J.L. Kellogg
Soldiers Field Road Graduate School of Management,
Boston, Massachusetts Northwestern University from
02163 1985 to 1989; Assistant
Professor, Graduate School of
Business Administration, The
University of Michigan from
1979 to 1985; Director, UNUM
Corporation since 1990 and
Director of Newell Co. since
1995.
Charles C. 66 Self-employed financial 1990 0 0
Reilly(/1/)(/2/)....... consultant since 1990;
9 Hampton Harbor Road President and Chief Investment
Hampton Bays, New York Officer of Verus Capital, Inc.
11946 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 since 1986.
Kevin A. 64 Founder and current Director of 1992 0 0
Ryan(/1/)(/2/)......... The Boston University Center
127 Commonwealth Avenue for the Advancement of Ethics
Chestnut Hill, and Character; Professor of
Massachusetts 02167 Education at Boston University
since 1982; formerly taught on
the faculties of The University
of Chicago, Stanford University
and Ohio State University.

(Footnotes on following page)

TO BE ELECTED BY HOLDERS OF COMMON STOCK, VOTING SEPARATELY AS A CLASS:

Arthur Zeikel(/1/)*..... 65 President of Fund Asset 1988 0 0
P.O. Box 9011 Management, L.P. ("FAM") (which
Princeton, New Jersey term as used herein includes
08543-9011 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;
Director of Merrill Lynch Funds
Distributor, Inc. ("MLFD")
since 1977.

- --------
(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 the 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 August 31, 1996, the Board of Directors held
four 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 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, except as noted below, 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. However, Messrs.
Kirstein, Giordano and Forbes, and FAM, the Fund's investment adviser, each
inadvertently failed to file a timely report to disclose reinvestment of Fund
dividends during the Fund's fiscal year ended August 31, 1996. In addition,
Patrick Sweeney inadvertently failed to report his election as Secretary of
the Fund by the applicable deadline. These oversights were rectified in
subsequent filings.

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 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 (each an
"unaffiliated Director")a fee of $3,000 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 unaffiliated Directors, a fee of $900
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 $32,519
for the fiscal year ended August 31, 1996.

The following table sets forth for the fiscal year ended August 31, 1996
compensation paid by the Fund to the unaffiliated Directors and, for the
calendar year ended December 31, 1996, the aggregate compensation paid by all
investment companies advised by FAM and its affiliate, MLAM ("FAM/MLAM Advised
Funds"), to the unaffiliated Directors.

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

Ronald W. Forbes(/1/)... $6,200 None $142,500
Cynthia A. Montgom-
ery(/1/)............... $6,200 None $142,500
Charles C. Reilly(/1/).. $6,200 None $293,833
Kevin A. Ryan(/1/)...... $6,200 None $142,500
Richard R. West(/1/).... $7,200 None $272,833

- --------
(1) The Directors serve on the boards of FAM/MLAM Advised Funds as follows:
Mr. Forbes (25 registered investment companies consisting of 38 portfolios);
Ms. Montgomery (25 registered investment companies consisting of 38
portfolios); Mr. Reilly (43 registered investment companies consisting of 56
portfolios); Mr. Ryan (25 registered investment companies consisting of 38
portfolios); and Mr. West (44 registered investment companies consisting of
66 portfolios).

Officers of the Fund. The Board of Directors has elected eight 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 65 1988
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; Director of MLFD since 1977.
Terry K. Glenn...................................... Executive Vice 56 1988
Executive Vice President of FAM and MLAM since President
1983; Executive Vice President and Director of
Princeton Services since 1993; President of MLFD
since 1986 and Director thereof since 1991;
President of Princeton Administrators, L.P. since
1988.
Vincent R. Giordano................................. Vice President 52 1988
Portfolio Manager of FAM and MLAM since 1977 and
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.
Kenneth A. Jacob.................................... Vice President 46 1988
Vice President of FAM and MLAM since 1984.
Fred K. Stuebe...................................... Vice President 46 1989
Vice President of MLAM since 1989.
Donald C. Burke..................................... Vice President 37 1993
Vice President and Director of Taxation of MLAM
since 1990.
Gerald M. Richard................................... Treasurer 48 1988
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; Treasurer since 1984.
Patrick D. Sweeney.................................. Secretary 43 1997
Vice President of MLAM since 1990.

Stock Ownership. At the Record Date, the Directors and officers of the Fund
as a group (13 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.

D&T also acts as independent auditors for certain other investment companies
for which FAM acts as an investment adviser. The fees received by D&T from
these other entities are substantially greater, in the aggregate, than the
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
such other entities 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.

With respect to Item 1, "Election of Directors", holders of AMPS are
entitled to elect the two Directors designated above and holders of Common
Stock 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 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, voting separately as a single
class, represented at the meeting and entitled to vote; 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.

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 American 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 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 purposes of a quorum. MLPF&S has advised the Fund that
it intends to exercise discretion over shares held in its name for which no
instructions have been 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.

ANNUAL REPORT DELIVERY

THE FUND WILL FURNISH, WITHOUT CHARGE, A COPY OF ITS ANNUAL REPORT FOR THE
FISCAL YEAR ENDED AUGUST 31, 1996 AND A COPY OF ITS SEMI-ANNUAL REPORT FOR THE
SIX MONTHS ENDED FEBRUARY 28, 1997 TO ANY STOCKHOLDER UPON REQUEST. Such
requests should be directed to MuniVest 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 1998 Annual Meeting of
Stockholders of the Fund, which is anticipated to be held in September 1998,
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 April 8, 1998.

By Order of the Board of Directors

Patrick D. Sweeney
Secretary

Dated: August 6, 1997

AUCTION MARKET
PREFERRED STOCK
MUNIVEST FUND, INC.
P.O. BOX 9011
PRINCETON, NEW JERSEY 08543-9011

PROXY

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 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, Inc. (the "Fund") held of record by the undersigned on July 25, 1997 at
the annual meeting of stockholders of the Fund to be held on September 18, 1997
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 AND RICHARD R. WEST

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:_____________________________________, 1997

X________________________________________________
Signature

X________________________________________________
Signature, if held jointly

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

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

PROXY

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 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, Inc. (the
"Fund") held of record by the undersigned on July 25, 1997 at the annual meeting
of stockholders of the Fund to be held on September 18, 1997 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:___________________________________________, 1997

X______________________________________________________
Signature

X______________________________________________________
Signature, if held jointly

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