<DOCUMENT>
<TYPE>EX-99.2A5
<SEQUENCE>6
<FILENAME>efc4-1994_5621513ex992a5.txt
<TEXT>
                                                                  Exhibit (a)(5)

                            MUNIVEST FUND II, INC.

           Articles of Amendment to Articles Supplementary creating
                      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: The Articles Supplementary, filed on April 20, 1993, and the
Articles Supplementary, filed on December 1, 1994, each creating 2,700 shares
of Auction Market Preferred Stock ("AMPS") of the Corporation (the "Articles
Supplementary"), are hereby amended by these Articles of Amendment as follows:

      In each of the Articles Supplementary, paragraph (c) of section 5
entitled "Right to Vote with Respect to Certain Other Matters" is deleted in
its entirety and replaced with the following:

            (c) Right to Vote with Respect to Certain Other Matters. So long
      as any shares of AMPS are outstanding, the Corporation shall not,
      without the affirmative vote of the holders of a majority of the shares
      of the Preferred Stock Outstanding at the time, voting separately as one
      class: (i) authorize, create or issue any class or series of stock
      ranking prior to the AMPS or any other series of Preferred Stock with
      respect to payment of dividends or the distribution of assets on
      liquidation, or (ii) amend, alter or repeal the provisions of the
      Charter, whether by merger, consolidation or otherwise, so as to
      adversely affect any of the contract rights expressly set forth in the
      Charter of holders of shares of AMPS or any other Preferred Stock. To
      the extent permitted under the 1940 Act, in the event shares of more
      than one series of AMPS are outstanding, the Corporation shall not
      approve any of the actions set forth in clause (i) or (ii) which
      adversely affects the contract rights expressly set forth in the Charter
      of a Holder of shares of a series of AMPS differently than those of a
      Holder of shares of any other series of AMPS without the affirmative
      vote of the holders of at least a majority of the shares of AMPS of each
      series adversely affected and outstanding at such time (each such
      adversely affected series voting separately as a class). The Corporation
      shall notify Moody's and S&P ten Business Days prior to any such vote
      described in clause (i) or (ii). Unless a higher percentage is provided
      for


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

<PAGE>

      under the Charter, the affirmative vote of the holders of a majority of
      the outstanding shares of Preferred Stock, including AMPS, voting
      together as a single class, will be required to approve any plan of
      reorganization (including bankruptcy proceedings) adversely affecting
      such shares or any action requiring a vote of security holders under
      Section 13(a) of the 1940 Act. The class vote of holders of shares of
      Preferred Stock, including AMPS, described above will in each case be in
      addition to a separate vote of the requisite percentage of shares of
      Common Stock and shares of Preferred Stock, including AMPS, voting
      together as a single class necessary to authorize the action in
      question.

      SECOND: The foregoing amendment to the Articles Supplementary has been
effected in the manner and by the vote required by the charter of the
Corporation (the "Charter") and the laws of Maryland. The amendment of the
Articles Supplementary, as hereinabove set forth has been duly advised,
approved, and adopted by a majority of the entire Board of Directors of the
Corporation, and by a majority of the outstanding Common Stock and AMPS voting
together as a single class and by a majority of the outstanding AMPS voting
together as a separate class.

      THIRD: Except as amended, hereby, the Charter shall remain in full force
and effect.

      FOURTH: The authorized capital stock of the Corporation has not been
increased by these Articles of Amendment.

      FIFTH: These Articles of Amendment shall be effective immediately upon
the acceptance for recording or filing by the Maryland State Department of
Assessments and Taxation.

      The undersigned Vice President and Treasurer acknowledges these Articles
of Amendment to be the corporate act of the Corporation and as to all matters
or facts required to be verified under oath, the undersigned Vice President
and Treasurer states that to the best of his knowledge, information and belief
the matters and facts set forth in these Articles of Amendment with respect to
the authorization and approval of the amendment of the Corporation's Articles
Supplementary are true in all material respects, and that this statement is
made under the penalties of perjury.


<PAGE>

      IN WITNESS WHEREOF, MUNIVEST FUND II, INC. has caused these Articles of
Amendment to be signed in its name and on its behalf by its Vice President and
Treasurer, a duly authorized officer of the Corporation, and attested by its
Secretary as of October 11, 1999.

                                      MUNIVEST FUND II, INC.



                                      By    /s/ Donald C. Burke
                                        ----------------------------------
                                        Name:  Donald C. Burke
                                        Title:    Vice President and Treasurer

Attest:



    /s/ William E. Zitelli
--------------------------
Name:  William E. Zitelli
Its:   Secretary

</TEXT>
</DOCUMENT>
