<DOCUMENT>
<TYPE>EX-99.2A3
<SEQUENCE>4
<FILENAME>efc4-1994_5621491ex992a3.txt
<TEXT>
                                                                Exhibit (a)(3)

                            MUNIVEST FUND II, INC.
                Articles Supplementary creating three series of

                      Auction Market Preferred Stock(R)

      MUNIVEST FUND II, 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 2,700 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 $50,000 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 2,700 shares of
Auction Market Preferred Stock previously reclassified and authorized by the
Board of Directors pursuant to Articles Supplementary dated April 19, 1993 and
filed on April 20, 1993 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" and continuing until the end of the final
section entitled "Securities Depository; Stock Certificates," with the
following exception:
______________
(R)  Registered trademark of Merrill Lynch & Co., Inc.


<PAGE>

      At page 2, in the section entitled "DESIGNATION," strike out the date
"April 26, 1993" and insert in lieu thereof the date "December 1, 1994";

      IN WITNESS WHEREOF, MUNIVEST FUND II, 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 respect to
approval are true in all material respects, all on November 30, 1994.

                                      MUNIVEST FUND II, 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





</TEXT>
</DOCUMENT>
