As filed with the Securities and Exchange Commission on August 11, 1998

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 14A INFORMATION

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
COMMISSION ONLY (AS PERMITTED BY
RULE 14A-6(E)(2))

[X] Definitive Proxy Statement

[_] Definitive Additional Materials

[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12

MUNIVEST FUND II, INC.
P.O. Box 9011
Princeton, New Jersey 08543-9011
- --------------------------------------------------------------------------------
(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:

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(2) Aggregate number of securities to which transaction applies:

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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):

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(4) Proposed maximum aggregate value of transaction:

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(5) Total fee paid:

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[_] 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:

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(2) Form, Schedule or Registration Statement No.:

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(3) Filing Party:

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(4) Date Filed:

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Notes:

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

NOTICE OF 1998 ANNUAL MEETING OF STOCKHOLDERS
----------------

SEPTEMBER 24, 1998

To The Stockholders of MuniVest Fund II, Inc.:

Notice is hereby given that the 1998 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 Thursday, September 24, 1998 at 9:30 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 24, 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 September 10, 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: August 11, 1998

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

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

1998 ANNUAL MEETING OF STOCKHOLDERS
----------------

SEPTEMBER 24, 1998

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 1998 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 24, 1998, at 9:30 a.m. The approximate mailing
date of this Proxy Statement is August 13, 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 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 24, 1998 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 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 $.05 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.

Approval of Items 1 and 2 will require the affirmative vote of a majority of
votes cast by the Fund's stockholders, voting in person or by proxy, at a
meeting at 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 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 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
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. 57 Professor of Finance, School of 1993 221 0
Forbes(/1/)(/2/)....... Business, State University of
1400 Washington Avenue New York at Albany, since 1989;
Albany, New York 12222 Consultant, Urban Institute,
Washington, D.C. since 1995.
Richard R. 60 Professor of Finance since 1984, 1993 22,000 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 Realty Trust,
Inc. (real estate holding
company), and Alexander's Inc.
(real estate company).

(Footnotes on following page)

TO BE ELECTED BY HOLDERS OF COMMON STOCK AND AMPS, VOTING TOGETHER AS A SINGLE
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. 46 Professor, Harvard Business 1993 0 0
Montgomery(/1/)(/2/)... School since 1989; Associate
Harvard Business School Professor, J.L. Kellogg Graduate
Soldiers Field Road 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. 67 Self-employed financial 1993 0 0
Reilly(/1/)(/2/)....... consultant since 1990; President
9 Hampton Harbor Road and Chief Investment Officer of
Hampton Bays, New York Verus Capital, Inc. from 1979 to
11946 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.
Kevin A. 65 Founder and current Director of 1993 0 0
Ryan(/1/)(/2/)......... The Boston University Center for
127 Commonwealth Avenue the Advancement of Ethics and
Chestnut Hill, 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 AND AMPS, VOTING TOGETHER AS A SINGLE
CLASS:

Arthur Zeikel(/1/)*..... 66 Chairman of Fund Asset 1993 0 0
P.O. Box 9011 Management, L.P. ("FAM") and
Princeton, New Jersey MLAM (which terms as used herein
08543-9011 includes their corporate
predecessors) since 1997;
President of FAM and MLAM 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.

- --------
(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 October 31, 1997, the Board of Directors held
six 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, except that Michael J. Hennewinkel inadvertently made
a late Form 3 filing reporting his election as a Senior Vice President of FAM,
which report indicated that he owned no shares of any of the Funds and Patrick
D. Sweeney inadvertently failed to make a timely Form 3 filing to report his
appointment as an officer of the Fund.

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 (each an "unaffiliated Director") a fee of $2,000 per year
plus $200 per meeting attended, together with such Director's actual out-of-
pocket expenses relating to attendance at meetings. The Fund also pays each
member of its Audit Committee, which consists of all of the unaffiliated
Directors, a fee of $800 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 $24,462 for the fiscal year ended October 31, 1997.

The following table sets forth for the fiscal year ended October 31, 1997
compensation paid by the Fund to the unaffiliated Directors and, for the
calendar year ended December 31, 1997, 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
COMPENSATION BENEFITS ACCRUED AS PART FAM/MLAM ADVISED
NAME OF DIRECTOR FROM FUND OF FUND EXPENSES FUNDS PAID TO DIRECTORS
---------------- ------------ ------------------------ -----------------------

Ronald W. Forbes(/1/)... $4,600 None $153,500
Cynthia A.
Montgomery(/1/)........ $4,600 None $153,500
Charles C. Reilly(/1/).. $5,600 None $313,000
Kevin A. Ryan(/1/)...... $4,600 None $153,000
Richard R. West(/1/).... $4,600 None $299,000

- --------
(1) The Directors serve on the boards of FAM/MLAM Advised Funds as follows:
Mr. Forbes (28 registered investment companies consisting of 41
portfolios); Ms. Montgomery (28 registered investment companies consisting
of 41 portfolios); Mr. Reilly (46 registered investment companies
consisting of 59 portfolios); Mr. Ryan (28 registered investment companies
consisting of 41 portfolios); and Mr. West (47 registered investment
companies consisting of 59 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 66 1993
Chairman of MLAM and its affiliate FAM since 1997;
President of FAM and MLAM from 1977 to 1997; Chair-
man 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 President
1983; President of Princeton Funds Distributor,
Inc. since 1986 and Director thereof since 1991;
Executive Vice President and Director of Princeton
Services since 1993; President of Princeton Admin-
istrators, L.P. since 1988.
Vincent R. Giordano................................. Vice President 53 1993
Portfolio Manager of FAM and MLAM since 1977; Se-
nior Vice President of FAM and MLAM since 1984; Se-
nior Vice President of Princeton Services since
1993; Vice President of MLAM from 1980 to 1984.
Kenneth A. Jacob.................................... Vice President 47 1993
First Vice President of FAM and MLAM since 1997;
Vice President of FAM and MLAM from 1984 to 1997.
Fred K. Stuebe...................................... Vice President 47 1993
Director of MLAM Tax-Exempt since 1998; Vice Presi-
dent of MLAM from 1989 to 1998.
Donald C. Burke..................................... Vice President 38 1993
First Vice President of MLAM since 1997; Vice Pres-
ident of MLAM from 1990 to 1997; Director of Taxa-
tion of MLAM since 1990.
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; Vice President of
Princeton Funds Distributor, Inc. since 1981 and
Treasurer thereof since 1984.
Patrick D. Sweeney.................................. Secretary 44 1997
First Vice President of MLAM since 1997; Vice Pres-
ident of MLAM from 1990 to 1997.

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 ofML & 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 ML & Co. and all of its
subsidiaries and for most 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.

LEGAL PROCEEDINGS

On June 21, 1996, a purported class action titled Jack Green, et al. v. Fund
Asset Management, L.P., et al. was filed in the United States District Court
for the District of Massachusetts. Among the named defendants in the action
are seven of the leveraged closed-end municipal bond funds (including the
Fund) for which FAM serves as the Investment Adviser (two of these seven funds
have merged since the commencement of the litigation). In addition to the
named defendants, plaintiffs also purport to bring claims against a defendant
class consisting of all other publicly traded, closed-end investment companies
for which FAM serves as investment adviser and which, among other things, have
issued AMPS. The named plaintiffs, who claim to be investors in the seven
named funds, purport to bring the action on behalf of a class consisting of
all holders of the common stock of the subject funds.

Plaintiffs allege the FAM and other affiliated defendants received excessive
compensation for managing the subject funds. Plaintiffs claim, among other
things, that the registration statements, annual reports and other documents
filed by the funds with the SEC were misleading because such documents
allegedly failed to disclose that proceeds arising from the issuance of AMPS
would be included in a fund's net assets for the purposes of calculating the
investment advisory fee payable to FAM. In addition, plaintiffs allege that a
conflict of interest existed because it would always be in the defendants'
interest to keep the funds fully leveraged to maximize the advisory fees and
collateral compensation notwithstanding adverse market conditions. Plaintiffs
also allege an additional conflict of interest arising from the receipt by
such affiliates of underwriting discounts, or other revenues in connection
with the sale of the AMPS by the funds. The complaint asserts claims under
Sections 8(e), 34(b), 36(a) and 36(b) of the Investment Company Act and the
common law. Plaintiffs seek unspecified monetary damages as well as injunctive
relief.

On August 27, 1996, defendants moved to transfer the action to the United
States Court for the District of New Jersey. By order dated July 16, 1997, the
District Court Judge ordered the case transferred to the District of New
Jersey.

On September 17, 1997, defendants moved to dismiss plaintiffs' complaint on
the ground that, even if the allegations in the complaint were true,
plaintiffs had failed to state a claim upon which relief could be granted. On
February 23, 1998, the Court granted defendants' motion in substantial part
and dismissed plaintiffs' claim under Sections 8(e), 34(b) and 36(a) of the
Investment Company Act with prejudice, but declined to dismiss plaintiffs'
claims under Section 36(b) and state law. Plaintiffs filed a First Amended
Complaint on March 31, 1998, realleging their claims under Section 36(b) and
state law. Defendants filed an Answer on April 30, 1998, denying the
substantive allegations in the First Amended Complaint.

The defendants believe that the plaintiffs' allegations are entirely without
merit and intend to defend the action vigorously. FAM has agreed to indemnify
the named defendant funds for any liabilities or expenses that they may incur
in connection with this litigation.

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.

Approval of Items 1 and 2 will require the affirmative vote of a majority of
votes cast by the Fund's stockholders, voting in person or by proxy, at a
meeting in which a quorum is duly constituted.

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 and AMPS, voting together as a single 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 a majority of the votes cast by the
holders of AMPS, represented at the Meeting and entitled to vote; (ii)
election of the remaining Directors will require the affirmative vote of a
majority of the votes cast by the holders of 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 a majority of the votes cast by the holders of
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 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 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 OCTOBER 31, 1997 AND A COPY OF ITS SEMI-ANNUAL REPORT FOR
THE SIX MONTHS ENDED APRIL 30, 1998 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: Patrick D. Sweeney, Secretary or
to 1-800-456-4587 ext. 123.

STOCKHOLDER PROPOSALS

It is currently intended that the 1999 Annual Meeting of Stockholders of the
Fund will be held in May, 1999. If a stockholder intends to present a proposal
at the 1999 Annual Meeting of Stockholders of the Fund, and desires to have
the proposal included in the Fund's proxy statement and form of proxy for that
meeting, the stockholder must deliver the proposal to the offices of the Fund
by December 16, 1998.

By Order of the Board of Directors

Patrick D. Sweeney
Secretary

Dated: August 11, 1998

AUCTION MARKET
PREFERRED STOCK
MUNIVEST FUND II, 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 II, Inc. (the "Fund") held of record by the undersigned on July 24, 1998 at
the annual meeting of stockholders of the Fund to be held on September 24, 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.

(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, CYNTHIA A. MONTEGOMERY, CHARLES C. REILLY, KEVIN A. RYAN, RICHARD R. WEST 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:_____________________________________, 1998

X________________________________________________
Signature

X________________________________________________
Signature, if held jointly

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

COMMON STOCK
MUNIVEST FUND II, 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 II, Inc. (the "Fund")
held of record by the undersigned on July 24, 1998 at the annual meeting of
stockholders of the Fund to be held on September 24, 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.

(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:___________________________________________, 1998

X______________________________________________________
Signature

X______________________________________________________
Signature, if held jointly

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