<DOCUMENT>
<TYPE>EX-99.2(A)(5)
<SEQUENCE>6
<FILENAME>efc4-1273_exh992a5.txt
<TEXT>
                                                                Exhibit (a)(5)




                              MUNIVEST FUND, INC.

                Articles Supplementary creating five series of

                       Auction Market Preferred Stock(R)



     MUNIVEST FUND, INC., a Maryland corporation having its principal Maryland
office in the City of Baltimore (the "Corporation"), certifies to the Maryland
State Department of Assessments and Taxation that:

     FIRST: Pursuant to authority expressly vested in the Board of Directors
of the Corporation by Article FIFTH of its Charter, the Board of Directors has
reclassified 8,250 authorized and unissued shares of common stock of the
Corporation as additional preferred stock of the Corporation and has
authorized the issuance of preferred stock, par value $.10 per share,
liquidation preference $100,000 per share plus an amount equal to accumulated
but unpaid dividends (whether or not earned or declared) thereon, to be
designated Auction Market Preferred Stock.

     SECOND: The preferences, voting powers, restrictions, limitations as to
dividends, qualifications, and terms and conditions of redemption, of the
shares of such preferred stock shall be identical to the 2,750 shares of
Auction Market Preferred Stock previously reclassified and authorized by the
Board of Directors pursuant to Articles Supplementary dated December 7, 1988
and filed on December 7, 1988 with the Maryland State Department of
Assessments and Taxation. Accordingly, these Articles Supplementary hereby
incorporate by reference such previously filed Articles Supplementary
beginning with the section entitled "DESIGNATION"

________________
(R) Registered trademark of Merrill Lynch & Co., Inc.

<PAGE>


and continuing until the end of the final section entitled "Securities
Depository; Stock Certificates," with the following exceptions:


     At page 2, in the section entitled "DESIGNATION," strike out the date
"December 8, 1988" and insert in lieu thereof the date "December 1, 1994";
strike out the number "500" and insert in lieu thereof the number "1,500"; and
strike out the number "750" and insert in lieu thereof the number "2,250".

     IN WITNESS WHEREOF, MUNIVEST FUND, INC. has caused these presents to be
signed in its name and on its behalf by a duly authorized officer, and
attested by its Secretary, and the said officers of the Corporation further
acknowledge said instrument to be the corporate act of the Corporation, and
state under the penalties of perjury that to the best of their knowledge,
information and belief the matters and facts herein set forth with

                                      2


<PAGE>



respect to approval are true in all material respects, all on November 30,
1994.

                                              MUNIVEST FUND, INC.


                                              By /s/  Vincent R. Giordano
                                              --------------------------------
                                                 Name: Vincent R. Giordano
                                                 Title: Senior Vice President

Attest:

 /s/  Mark B. Goldfus
--------------------------
Name:  Mark B. Goldfus
Its:   Secretary


                                      3

</TEXT>
</DOCUMENT>
