(BULL LOGO) Merrill Lynch Investment Managers Annual Report October 31, 2002 MuniYield Michigan Insured Fund II, Inc. www.mlim.ml.com MuniYield Michigan Insured Fund II, Inc. seeks to provide shareholders with as high a level of current income exempt from Federal and Michigan income taxes as is consistent with its investment policies and prudent investment management by investing primarily in a portfolio of long-term municipal obligations the interest on which, in the opinion of bond counsel to the issuer, is exempt from Federal and Michigan income taxes. This report, including the financial information herein, is transmitted to shareholders of MuniYield Michigan Insured Fund II, Inc. for their information. It is not a prospectus. Past performance results shown in this report should not be considered a representation of future performance. The Fund has leveraged its Common Stock and intends to remain leveraged by issuing Preferred Stock to provide the Common Stock shareholders with a potentially higher rate of return. Leverage creates risks for Common Stock shareholders, including the likelihood of greater volatility of net asset value and market price of shares of the Common Stock, and the risk that fluctuations in the short-term dividend rates of the Preferred Stock may affect the yield to Common Stock shareholders. Statements and other information herein are as dated and are subject to change. MuniYield Michigan Insured Fund II, Inc. Box 9011 Princeton, NJ 08543-9011 Printed on post-consumer recycled paper MUNIYIELD MICHIGAN INSURED FUND II, INC. The Benefits And Risks of Leveraging MuniYield Michigan Insured Fund II, Inc. utilizes leveraging to seek to enhance the yield and net asset value of its Common Stock. However, these objectives cannot be achieved in all interest rate environments. To leverage, the Fund issues Preferred Stock, which pays dividends at prevailing short-term interest rates, and invests the proceeds in long-term municipal bonds. The interest earned on these investments is paid to Common Stock shareholders in the form of dividends, and the value of these portfolio holdings is reflected in the per share net asset value of the Fund's Common Stock. However, in order to benefit Common Stock shareholders, the yield curve must be positively sloped; that is, short-term interest rates must be lower than long-term interest rates. At the same time, a period of generally declining interest rates will benefit Common Stock shareholders. If either of these conditions change, then the risks of leveraging will begin to outweigh the benefits. To illustrate these concepts, assume a fund's Common Stock capitalization of $100 million and the issuance of Preferred Stock for an additional $50 million, creating a total value of $150 million available for investment in long-term municipal bonds. If prevailing short-term interest rates are approximately 3% and long-term interest rates are approximately 6%, the yield curve has a strongly positive slope. The fund pays dividends on the $50 million of Preferred Stock based on the lower short-term interest rates. At the same time, the fund's total portfolio of $150 million earns the income based on long-term interest rates. Of course, increases in short-term interest rates would reduce (and even eliminate) the dividends on the Common Stock. In this case, the dividends paid to Preferred Stock shareholders are significantly lower than the income earned on the fund's long-term investments, and therefore the Common Stock shareholders are the beneficiaries of the incremental yield. However, if short-term interest rates rise, narrowing the differential between short-term and long-term interest rates, the incremental yield pickup on the Common Stock will be reduced or eliminated completely. At the same time, the market value of the fund's Common Stock (that is, its price as listed on the New York Stock Exchange) may, as a result, decline. Furthermore, if long-term interest rates rise, the Common Stock's net asset value will reflect the full decline in the price of the portfolio's investments, since the value of the fund's Preferred Stock does not fluctuate. In addition to the decline in net asset value, the market value of the fund's Common Stock may also decline. As a part of its investment strategy, the Fund may invest in certain securities whose potential income return is inversely related to changes in a floating interest rate ("inverse floaters"). In general, income on inverse floaters will decrease when short-term interest rates increase and increase when short-term interest rates decrease. Investments in inverse floaters may be characterized as derivative securities and may subject the Fund to the risks of reduced or eliminated interest payments and losses of invested principal. In addition, inverse floaters have the effect of providing investment leverage and, as a result, the market value of such securities will generally be more volatile than that of fixed- rate, tax-exempt securities. To the extent the Fund invests in inverse floaters, the market value of the Fund's portfolio and the net asset value of the Fund's shares may also be more volatile than if the Fund did not invest in these securities. Swap Agreements The Fund may also invest in swap agreements, which are over-the- counter contracts in which one party agrees to make periodic payments based on the change in market value of a specified bond, basket of bonds or index in return for periodic payments based on a fixed or variable interest rate or the change in market value of a different bond, basket of bonds or index. Swap agreements may be used to obtain exposure to a bond or market without owning or taking physical custody of securities. MuniYield Michigan Insured Fund II, Inc., October 31, 2002 DEAR SHAREHOLDER On June 3, 2002, the Fund acquired all of the net assets of MuniHoldings Michigan Insured Fund II, Inc. pursuant to a plan of reorganization. At that time, the Fund also changed its name from MuniYield Michigan Fund, Inc. to MuniYield Michigan Insured Fund II, Inc. For the year ended October 31, 2002, the Common Stock of MuniYield Michigan Insured Fund II, Inc. earned $.890 per share income dividends, which included earned and unpaid dividends of $.075. This represents a net annualized yield of 5.95%, based on a year-end per share net asset value of $14.91. During the same period, the total investment return on the Fund's Common Stock was +6.36%, based on a change in per share net asset value from $14.97 to $14.91, and assuming reinvestment of $.887 per share income dividends. For the six-month period ended October 31, 2002, the total investment return on the Fund's Common Stock was +5.66%, based on a change in per share net asset value from $14.58 to $14.91, and assuming reinvestment of $.449 per share income dividends. For the six-month period ended October 31, 2002, the Fund's Auction Market Preferred Stock had an average yield of 1.26% for Series A and 1.08% for Series B. The Municipal Market Environment During the six-month period ended October 31, 2002, the direction of long-term fixed income interest rates was driven as much by volatile U.S. equity markets and continued worldwide political tensions as by economic fundamentals. After rising steadily early in 2002, bond yields reversed course to move sharply lower throughout most of the period. Positive economic fundamentals repeatedly were overwhelmed by falling equity valuations and declines in investor confidence. U.S. gross domestic product (GDP) activity for the first quarter of 2002 measured at 5%, considerably above the level of economic growth seen at the end of 2001. During May and June, a number of economic indicators, such as housing activity, consumer spending and weekly unemployment claims, all pointed to at least a modest economic recovery by the end of 2002. However, steady dramatic declines in U.S. equity markets led the majority of investors to conclude that the Federal Reserve Board was unlikely to increase short-term interest rates for the remainder of the year. U.S. Treasury issue prices were also boosted by erupting Middle East and India/Pakistan conflicts that led many international investors to seek the safe- haven status of U.S. Treasury securities. By the end of June 2002, long-term U.S. Treasury bond yields had declined to 5.50%, a decline of almost 35 basis points (.35%) from their recent highs in mid-March. In late July, second quarter U.S. GDP growth was initially estimated at 1.1%. While subject to revision, this estimate suggested that continued declines in U.S. equity prices were negatively affecting not only consumer but business confidence as well and undermining much of the economic growth witnessed earlier this year. Some analysts extrapolated that recent weakness would continue, if not accelerate. This brought about forecasts that the Federal Reserve Board would soon be obliged to lower short-term interest rates both to offset equity market declines and boost consumer and business spending. The possibility of lower short-term interest rates helped push longer-term bond yields lower still during July and August. The dramatic decline in U.S. equity prices in late August and September triggered a significant fixed income rally as investors again sought the safe-haven status of U.S. Treasury securities. By the end of September, U.S. Treasury bond yields fell to 4.66%. Bolstered by an unexpected decline in the national unemployment rate to 5.6% in early October, U.S. equity markets staged a strong rally throughout much of the month. The Standard & Poor's 500 Index rose more than 8% for the month, triggered by stronger-than-expected earnings reports from a large number of companies, such as General Electric Company, International Business Machines Corporation and Microsoft Corporation. Bond prices continued to trade in an inverse relationship to equity prices. Consequently, as stocks rallied, bond yields rose in October, despite generally weak economic releases. During October, the U.S. housing sector remained quite robust, but retail sales and industrial production slowed. By October 31, 2002, long-term U.S. Treasury bond yields rose to almost 5%, a monthly increase of more than 30 basis points. During the past six months, the yield on 30-year U.S. Treasury bonds declined over 60 basis points. For the six-month period ended October 31, 2002, municipal bond prices also generally increased. Similar to their taxable counterparts, municipal bond yields rose in early 2002, largely on the expectation of short-term interest rate increases by the Federal Reserve Board. By late March, long-term municipal revenue bond yields, as measured by the Bond Buyer Revenue Bond Index, rose to 5.67%, their highest level in more than a year. During recent months, tax-exempt bond yields have generally declined largely in response to the positive fixed income environment engendered by falling equity valuations. The municipal bond market's price advances in tax-exempt issues, however, have not been able to keep pace with U.S. Treasury issues as municipal bonds cannot offer foreign investors the safe-haven status U.S. Treasury issues enjoy in periods of economic and financial instability. The municipal bond market's recent price advances have also been supported by the continued improvement in the tax-exempt market's technical position. Despite sizeable advances in the rate of new municipal bond issuance, investor demand has increased, allowing tax-exempt bond prices to rise. By the end of October 2002, long-term municipal revenue bond yields stood at 5.20%, a decline of more than 30 basis points during the past six months. Investor demand has remained very positive throughout the period. The Investment Company Institute reported that thus far in 2002, municipal bond fund net cash flows remained very strong at over $17.5 billion, up nearly 80% compared to the same period in 2001. Additionally, investors received from June to August 2002 approximately $75 billion from bond maturities, proceeds from early redemptions and coupon income. Given the current weakness in U.S. equity markets, much of these monies were likely reinvested in tax-exempt products. Perhaps more importantly, short-term municipal rates have continued to move lower in response to Federal Reserve Board actions. In reaction to Federal Reserve Board interest rate reductions, short-term municipal rates have declined to the 1% - 1.50% range. As interest rates have declined, investors have extended maturities to take advantage of the steep municipal bond yield curve. The significant income sacrifice incurred by remaining in cash reserves has resulted in ongoing strong demand for municipal securities, especially in the 5-year - 15-year maturity range. Recent performance by the tax-exempt market has been even more impressive considering the increase in new bond issuance seen thus far in 2002. Nationwide, municipalities have used present low interest rate levels both to refinance older debt and fund new capital projects. Over the past six months, more than $200 billion in new long-term municipal bonds was issued, an increase of nearly 40% compared to the same period in 2001. Nearly $100 billion in long- term tax-exempt securities was underwritten during the October quarter of 2002, an increase of over 40% compared to the October quarter of 2001 level. In the coming months, interest rates are likely to remain volatile, with an expected upward bias. However, until equity market conditions stabilize, interest rates should remain near their current historically low levels. While recent stock market declines appear to have negatively affected economic growth in recent months, business activity is likely to accelerate going forward. While governmental stimulus in response to the September 11, 2001 attacks has been significant, the recent 50 basis point decrease in interest rates by the Federal Reserve Board should provide additional incentive to the sluggish U.S. economy. The ongoing U.S. military response to worldwide terrorism has reduced a once-sizeable Federal surplus to a material deficit. Further military action in early 2003 would likely result in higher Federal spending, deficits and increased Treasury financing. Increased Federal borrowings can be expected to put upward pressure on interest rates going forward. Equity market declines helped push interest rates to lower levels than economic fundamentals alone would support. When U.S. equity markets stabilize and economic activity resumes, associated interest rate increases should not be extreme. Inflationary pressures have remained subdued, meaning that significant interest rate increases are unlikely. As equity valuations are likely to only gradually recover, U.S. economic recovery is also likely to be a moderate process. This suggests that the pace of any interest rate increases will be gradual. As the municipal bond market's strong technical position can be expected to remain supportive in the coming months, future tax-exempt rate increases should be more restrained than their taxable counterparts. Specific to Michigan, the state maintains the highest possible credit ratings (Aaa/AAA) from Moody's and Standard & Poor's, respectively, and is rated AA+ by Fitch. Nationally, Michigan ranks 33rd in debt per capita and 35th in debt as a percentage of personal income. These ratios are quite low for a populous state and indicate flexibility in responding to economic downturns relative to other states. Nevertheless, tax revenue collections are exhibiting a downward trend, in line with the national economy. Accordingly, the state has resorted to drawing down on its Budget Stabilization Fund as well as revenue enhancements, such as the sale of state property, and expenditure reductions, including delaying capital projects, in order to balance its current budget. Additional uncertainty surrounding the credit outlook for Michigan came from the gubernatorial election that took place on November 5, 2002 in which Jennifer Granholm was elected governor for the first time. Voters approved only one of three important referendums--the $1 billion in general obligation bonding authority for water and sewer projects --while the referendums for the right to collective bargaining for state employees and diversion of revenues from the Tobacco Master Settlement Agreement to health care providers were defeated. Despite these results, we expect that Michigan will remain among the highest- rated states for credit because of its economic diversity, low debt levels and strong reserves. Any ratings downgrade is likely to have only a limited impact on the Fund's holdings as the Fund's insured structure greatly insulates it from any downward price reaction to a downgrade. It also should be noted that if a downgrade occurs, it is likely to be to Aa+/AA+. Such a minor ratings adjustment, especially given the current strong financial environment, is unlikely to result in a significant price adjustment to state-supported issues. MuniYield Michigan Insured Fund II, Inc., October 31, 2002 Portfolio Strategy During the six months ended October 31, 2002, we maintained the Fund's neutral market position adopted earlier this year. While tax-exempt bond yields declined more than anticipated, the Fund's leveraged structure and fully invested position allowed it to completely participate in the significant market appreciation seen in recent months. The combination of the U.S. equity markets decline, corporate disclosure issues and the prospect of further military action have driven bond prices higher than economic fundamentals alone would have supported in the past. As current tax-exempt rates are at historically low levels, we will carefully continue to monitor business conditions. Should signs of a renewed, sustainable economic recovery appear, we will adopt a more defensive portfolio strategy in an effort to preserve recent gains in the Fund's net asset value. As we focused on further enchancing the Fund's current high level of coupon income, we purchased lower-rated investment-grade issues whenever they were attractively priced. Recently, many corporate-backed municipal bond issues have come under considerable pressure, creating a historically attractive investment opportunity. The addition of these higher-yielding issues should help the Fund continue to provide its current dividend going forward. However, we were able to maintain the Fund's historically high credit quality profile. At October 31, 2002, 83.9% of the Fund's holdings were insured and rated AAA by at least one of the major rating agencies. Throughout the period, the Fund's borrowing costs remained in the 1% - 1.25% range. These attractive funding levels, in combination with a steep tax-exempt yield curve, generated a material income benefit to the Fund's Common Stock shareholders. Further declines in the Fund's borrowing costs would require significant easing of monetary policy by the Federal Reserve Board. We expect the Fund's short-term borrowing costs to stay near current levels for the remainder of this year and into 2003. However, should the spread between short-term and long-term interest rates narrow, the benefits of leverage will decline and, as a result, reduce the yield paid on the Fund's Common Stock. (For a more complete explanation of the risks and benefits of leveraging, see page 1 of this report to shareholders.) In Conclusion We appreciate your ongoing interest in MuniYield Michigan Insured Fund II, Inc., and we look forward to assisting you with your financial needs in the months and years to come. Sincerely, (Terry K. Glenn) Terry K. Glenn President and Director (Kenneth A. Jacob) Kenneth A. Jacob Senior Vice President (John M. Loffredo) John M. Loffredo Senior Vice President (Fred K. Stuebe) Fred K. Stuebe Vice President and Portfolio Manager November 21, 2002 SCHEDULE OF INVESTMENTS (in Thousands) S&P Moody's Face STATE Ratings+++ Ratings+++ Amount Issue Value Michigan-- AAA Aaa $1,000 Anchor Bay, Michigan, School District, GO, Refunding (School 140.6% Building and Site), Series III, 5.50% due 5/01/2015 (c) $ 1,110 Anchor Bay, Michigan, School District, GO (School Building and Site)(d)(f): AAA Aaa 2,000 Series I, 6% due 5/01/2009 2,325 AAA Aaa 2,250 Series I, 6% due 5/01/2009 2,616 AAA Aaa 1,375 Series II, 5.70% due 5/01/2010 1,578 AAA Aaa 3,165 Series II, 5.75% due 5/01/2010 3,643 AAA Aaa 1,160 Berkley, Michigan, City School District, GO, 5.625% due 5/01/2015 (c) 1,288 AAA Aaa 2,150 Bullock Creek, Michigan, School District, GO, 5.50% due 5/01/2026 2,238 Carman-Ainsworth, Michigan, Community School, GO (d): AAA Aaa 2,175 5.50% due 5/01/2018 2,359 AAA Aaa 500 5.50% due 5/01/2020 534 AAA Aaa 1,000 Central Montcalm, Michigan, Public Schools, GO, 5.75% due 5/01/2024 (c) 1,077 AAA Aaa 3,850 Charlotte, Michigan, Public School District, GO, 5.375% due 5/01/2029 (d) 3,951 AAA Aaa 1,500 Comstock Park, Michigan, Public Schools, GO, 5.75% due 5/01/2029 (d) 1,617 AAA Aaa 2,500 Dearborn, Michigan, School District, GO, 5% due 5/01/2015 (e) 2,659 BBB Baa2 1,420 Delta County, Michigan, Economic Development Corporation, Environmental Improvement Revenue Refunding Bonds (Mead Westvaco--Escanaba), Series A, 6.25% due 4/15/2027 1,409 Detroit, Michigan, City School District, GO, Series A: AAA Aaa 2,250 5.50% due 5/01/2013 (e) 2,539 AAA Aaa 1,480 (School Building and Site Improvement), 5.375% due 5/01/2024 (d) 1,540 Detroit, Michigan, Sewage Disposal Revenue Bonds, Series A: AAA Aaa 1,000 5.75% due 1/01/2010 (d)(f) 1,154 AAA Aaa 1,000 5% due 7/01/2027 (c) 998 Detroit, Michigan, Water Supply System Revenue Bonds: AAA NR* 1,000 DRIVERS, Series 200, 9.31% due 7/01/2028 (d)(g) 1,162 AAA Aaa 3,280 Second Lien, Series A, 5.40% due 7/01/2010 (c) 3,682 AAA Aaa 7,600 Senior Lien, Series A, 5.75% due 1/01/2010 (d)(f) 8,761 BBB Baa2 2,500 Dickinson County, Michigan, Economic Development Corporation, Environmental Improvement Revenue Refunding Bonds (International Paper Company Project), Series A, 5.75% due 6/01/2016 2,527 Portfolio Abbreviations To simplify the listings of MuniYield Michigan Insured Fund II, Inc.'s portfolio holdings in the Schedule of Investments, we have abbreviated the names of many of the securities according to the list below and at right. AMT Alternative Minimum Tax (subject to) COP Certificates of Participation DRIVERS Derivative Inverse Tax-Exempt Receipts GO General Obligation Bonds HDA Housing Development Authority PCR Pollution Control Revenue Bonds RIB Residual Interest Bonds S/F Single-Family VRDN Variable Rate Demand Notes MuniYield Michigan Insured Fund II, Inc., October 31, 2002 SCHEDULE OF INVESTMENTS (continued) (in Thousands) S&P Moody's Face STATE Ratings+++ Ratings+++ Amount Issue Value Michigan BBB Baa2 $1,500 Dickinson County, Michigan, Economic Development Corporation, (continued) PCR, Refunding (Champion International Corporation Project), 5.85% due 10/01/2018 $ 1,512 East Grand Rapids, Michigan, Public School District, GO (e)(f): AAA Aaa 1,610 5.75% due 5/01/2009 1,848 AAA Aaa 6,300 6% due 5/01/2009 7,324 A1+ NR* 1,100 Eastern Michigan University Revenue Refunding Bonds, VRDN, 2% due 6/01/2027 (a)(d) 1,100 Grand Blanc, Michigan, Community Schools, GO (d): AAA Aaa 1,000 5.625% due 5/01/2017 1,099 AAA Aaa 1,000 5.625% due 5/01/2018 1,093 AAA Aaa 1,100 5.625% due 5/01/2019 1,195 AAA Aaa 1,600 Grand Ledge, Michigan, Public Schools District, GO, Refunding, 5.375% due 5/01/2024 (c) 1,633 Grand Rapids, Michigan, Building Authority Revenue Bonds, Series A (b): AAA Aaa 1,340 5.50% due 10/01/2018 1,457 AAA Aaa 320 5.50% due 10/01/2019 345 AAA Aaa 1,500 Grand Rapids, Michigan, Sanitation Sewer System, Revenue Refunding and Improvement Bonds, Series A, 5.50% due 1/01/2022 (d) 1,635 Hartland, Michigan, Consolidated School District, GO (d)(f): AAA Aaa 2,925 6% due 5/01/2010 3,416 AAA Aaa 1,075 6% due 5/01/2010 1,256 AAA Aaa 3,425 6% due 5/01/2010 (j) 4,000 AAA Aaa 1,275 Haslett, Michigan, Public School District, Building and Site, GO, 5.625% due 5/01/2018 1,393 AAA Aaa 2,000 Howell, Michigan, Public Schools, GO, 5.875% due 5/01/2009 (c)(f) 2,310 AAA Aaa 3,975 Jackson, Michigan, Public Schools, GO, 5.375% due 5/01/2022 (d) 4,115 AAA Aaa 3,750 Kalamazoo, Michigan, Hospital Finance Authority, Hospital Facility Revenue Refunding and Improvement Bonds (Bronson Methodist Hospital), 5.875% due 5/15/2026 (c) 3,995 NR* Aaa 7,550 Kalamazoo, Michigan, Hospital Finance Authority, Hospital Facility Revenue Refunding Bonds (Bronson Methodist Hospital), 5.50% due 5/15/2028 (c) 7,786 AAA Aaa 4,600 Kent, Michigan, Hospital Finance Authority, Health Care Revenue Bonds (Butterworth Health Systems), Series A, 5.625% due 1/15/2006 (c)(f) 5,148 AAA NR* 3,000 Kent, Michigan, Hospital Finance Authority Revenue Bonds (Spectrum Health), Series A, 5.50% due 1/15/2031 (c) 3,114 BBB NR* 1,000 Michigan Higher Education Facilities Authority, Limited Obligation Revenue Refunding Bonds (Hope College), Series A, 5.90% due 4/01/2032 1,016 Michigan Higher Education Facilities Authority, Revenue Refunding Bonds (College for Creative Studies): NR* Baa2 550 5.85% due 12/01/2022 545 NR* Baa2 1,000 5.90% due 12/01/2027 985 AAA NR* 3,000 Michigan Higher Education Student Loan Authority, Student Loan Revenue Bonds, AMT, Series XVII-B, 5.40% due 6/01/2018 (b) 3,076 AAA Aa1 2,500 Michigan Municipal Bond Authority, Revenue Refunding Bonds (Local Government--Qualified School), Series A, 6.50% due 5/01/2016 2,559 Michigan State Building Authority Revenue Bonds: AAA Aaa 1,185 (Facilities Program), Series II, 4.67%** due 10/15/2009 (b) 913 AAA Aaa 1,675 (Facilities Program), Series II, 4.77%** due 10/15/2010 (b) 1,220 AA+ Aaa 2,675 GO, RIB, Series 481, 8.84% due 4/15/2009 (c)(g) 3,404 NR* Aa1 3,500 Michigan State Building Authority, Revenue Refunding Bonds, RIB, Series 517X, 8.84% due 10/15/2010 (g) 4,449 Michigan State COP: AAA Aaa 3,870 5.50% due 6/01/2027 (b) 4,015 AAA NR* 5,380 RIB, Series 530, 9.30% due 9/01/2011 (c)(g) 6,960 AAA Aaa 2,170 Michigan State, HDA, Rental Housing Revenue Bonds, AMT, Series A, 5.30% due 10/01/2037 (c) 2,171 Michigan State, HDA Revenue Refunding Bonds: AAA Aaa 1,000 AMT, Series B, 5.50% due 6/01/2030 (c) 1,022 AA+ NR* 1,400 Series C, 6.50% due 6/01/2016 (h) 1,472 AAA NR* 1,570 Michigan State, HDA, S/F Housing Revenue Bonds, AMT, Series B, 5.20% due 12/01/2018 (b) 1,592 Michigan State Hospital Finance Authority, Hospital Revenue Refunding Bonds: A+ A2 1,300 (Crittenton Hospital), Series A, 5.625% due 3/01/2027 1,300 A A1 1,250 (Sparrow Obligation Group), 5.625% due 11/15/2031 1,253 AAA Aaa 2,000 Michigan State Hospital Finance Authority Revenue Bonds (Mercy Health Services), Series R, 5.375% due 8/15/2026 (b)(i) 2,070 Michigan State Hospital Finance Authority, Revenue Refunding Bonds: AAA Aaa 3,760 (Ascension Health Credit), Series A, 6.25% due 11/15/2014 (c) 4,254 AAA Aaa 7,000 (Ascension Health Credit), Series A, 6.125% due 11/15/2023 (c) 7,686 AA Aa2 2,500 (Ascension Health Credit), Series A, 6.125% due 11/15/2026 2,635 AAA Aaa 1,000 (Ascension Health Credit), Series A, 6.125% due 11/15/2026 (c) 1,097 BBB- Baa3 1,200 (Detroit Medical Center Obligaion Group), Series A, 6.25% due 8/15/2013 1,209 AAA Aaa 3,215 (Mercy Health Services), Series X, 6% due 8/15/2014 (c) 3,577 AAA Aaa 1,000 (Mercy Mount Clemens), Series A, 6% due 5/15/2014 (c) 1,109 AAA Aaa 2,000 (Mercy Mount Clemens), Series A, 5.75% due 5/15/2029 (c) 2,109 AAA Aaa 1,250 (Mid-Michigan Obligation Group), Series A, 5.375% due 6/01/2027 (e) 1,277 AAA Aaa 5,500 (Trinity Health), Series A, 6% due 12/01/2027 (b) 6,027 Michigan State Strategic Fund, Limited Obligation Revenue Bonds, AMT: BBB Ba1 1,000 (WMX Technologies Inc. Project), 6% due 12/01/2013 1,007 BBB Ba1 2,500 (Waste Management Inc. Project), 6.625% due 12/01/2012 2,552 Michigan State Strategic Fund, Limited Obligation, Revenue Refunding Bonds: AAA Aaa 8,000 (Detroit Edison Company), AMT, Series A, 5.55% due 9/01/2029 (c) 8,293 AAA Aaa 2,000 (Detroit Edison Company Fund--Pollution), Series AA, 6.95% due 5/01/2011 (d) 2,475 BBB Baa1 2,200 (Ford Motor Co. Project), Series A, 7.10% due 2/01/2006 2,301 NR* Aaa 5,000 RIB, Series 382, 10.59% due 9/01/2025 (c)(g) 6,204 Michigan State Strategic Fund, PCR, Refunding: NR* VMIG1++ 3,300 (Consumers Power Project), VRDN, 2% due 4/15/2018 (a)(b) 3,300 BBB A3 2,500 (General Motors Corp.), 6.20% due 9/01/2020 2,556 AAA Aaa 1,500 Milan, Michigan, Area Schools, GO, Series A, 5.75% due 5/01/2010 (d)(f) 1,726 AAA Aaa 6,500 Monroe County, Michigan, Economic Development Corp., Limited Obligation Revenue Refunding Bonds (Detroit Edison Co. Project), Series AA, 6.95% due 9/01/2022 (d) 8,259 AAA Aaa 1,410 Morenci, Michigan, Area Schools, GO, 5.25% due 5/01/2021 (c) 1,463 AAA Aaa 2,500 Oxford, Michigan, Area Community School District, GO, 5.40% due 5/01/2025 (d) 2,564 MuniYield Michigan Insured Fund II, Inc., October 31, 2002 SCHEDULE OF INVESTMENTS (concluded) (in Thousands) S&P Moody's Face STATE Ratings+++ Ratings+++ Amount Issue Value Michigan AAA Aaa $1,000 Plainwell, Michigan, Community Schools, School District, GO (concluded) (School Building and Site), 5.50% due 5/01/2018 (e) $ 1,088 A NR* 1,000 Pontiac, Michigan, Tax Increment Finance Authority, Revenue Refunding Bonds (Tax Increment--Development Area Number 3), 5.375% due 6/01/2017 1,021 AAA Aaa 1,900 Rochester, Michigan, Community School District, GO, Series II, 5.50% due 5/01/2018 (c) 2,054 AAA Aaa 2,900 Romulus, Michigan, Community Schools, GO, 5.75% due 5/01/2009 (d)(f) 3,329 NR* Aaa 6,500 Saint Clair County, Michigan, Economic Revenue Refunding Bonds (Detroit Edison Company), RIB, Series 282, 10.87% due 8/01/2024 (b)(g) 8,665 AAA Aaa 2,650 South Lyon, Michigan, Community Schools, GO, Series A, 5.75% due 5/01/2023 (c) 2,840 AAA Aaa 1,975 Southgate, Michigan, Community School District, GO, Refunding, 4% due 5/01/2011 (c) 2,025 AAA Aaa 1,000 Warren, Michigan, Consolidated School District, GO, 5.375% due 5/01/2016 (e) 1,086 AAA Aaa 6,500 Wayne Charter County, Michigan, Airport Revenue Bonds (Detroit Metropolitan Wayne County), AMT, Series A, 5.375% due 12/01/2015 (c) 6,800 AAA Aaa 2,230 Wayne County, Michigan, COP, 5.625% due 5/01/2011 (b) 2,474 Puerto A A1 2,700 Children's Trust Fund, Puerto Rico, Tobacco Settlement Revenue Bonds, Rico--6.4% 5.625% due 5/15/2043 2,598 AAA Aaa 2,270 Puerto Rico Electric Power Authority, Power Revenue Bonds, Trust Receipts, Class R, Series 16 HH, 9.308% due 7/01/2013 (e)(g) 3,007 A- Baa1 2,500 Puerto Rico Public Buildings Authority, Government Facilities Revenue Refunding Bonds, Series C, 5.75% due 7/01/2022 2,746 BBB+ Baa3 2,900 Puerto Rico Public Finance Corporation, Commonwealth Appropriation Revenue Bonds, Series E, 5.75% due 8/01/2030 3,125 Total Investments (Cost--$242,392)--147.0% 264,101 Variation Margin on Financial Futures Contracts***--0.0% (84) Other Assets Less Liabilities--2.6% 4,590 Preferred Stock, at Redemption Value--(49.6%) (89,000) -------- Net Assets Applicable to Common Stock--100.0% $179,607 ======== (a)The interest rate is subject to change periodically based upon prevailing market rates. The interest rate shown is the rate in effect at October 31, 2002. (b)AMBAC Insured. (c)MBIA Insured. (d)FGIC Insured. (e)FSA Insured. (f)Prerefunded. (g)The interest rate is subject to change periodically and inversely based upon prevailing market rates. The interest rate shown is the rate in effect at October 31, 2002. (h)FHA Insured. (i)Escrowed to maturity. (j)All or a portion of security held as collateral in connection with open financial futures contracts. *Not Rated. **Represents a zero coupon bond; the interest rate shown reflects the effective yield at the time of purchase by the Fund. ***Financial futures contracts sold as of October 31, 2002 were as follows: (in Thousands) Number of Expiration Contracts Issue Date Value 185 U.S. Treasury Notes December 2002 $ 21,223 --------- Total Financial Futures Contracts Sold (Total Contract Price--$20,816) $ 21,223 ========= ++Highest short-term rating by Moody's Investors Service, Inc. +++Ratings of issues shown are unaudited. See Notes to Financial Statements. STATEMENT OF NET ASSETS As of October 31, 2002 Assets: Investments, at value (identified cost--$242,391,868) $264,100,938 Cash 33,262 Receivables: Interest $ 5,008,870 Securities sold 2,428,920 7,437,790 ------------ Prepaid expenses 16,071 ------------ Total assets 271,588,061 ------------ Liabilities: Payables: Securities purchased 2,519,215 Dividends to Common Stock shareholders 158,620 Investment adviser 118,580 Variation margin 83,828 2,880,243 ------------ Accrued expenses and other liabilities 101,013 ------------ Total liabilities 2,981,256 ------------ Preferred Stock: Preferred Stock, par value $.05 per share (2,200 Series A shares and 1,360 Series B shares of AMPS* issued and outstanding at $25,000 per share liquidation preference) 89,000,000 ------------ Net Assets Net assets applicable to Common Stock $179,606,805 Applicable To ============ Common Stock: Analysis of Common Stock, par value $.10 per share (12,046,591 shares Net Assets issued and outstanding) $ 1,204,659 Applicable to Paid-in capital in excess of par 163,993,013 Common Stock: Undistributed investment income--net $ 1,726,522 Accumulated realized capital losses on investments--net (8,619,350) Unrealized appreciation on investments--net 21,301,961 ------------ Total accumulated earnings--net 14,409,133 ------------ Total--Equivalent to $14.91 net asset value per share of Common Stock (market price--$13.45) $179,606,805 ============ *Auction Market Preferred Stock. See Notes to Financial Statements. MuniYield Michigan Insured Fund II, Inc., October 31, 2002 STATEMENT OF OPERATIONS For the Year Ended October 31, 2002 Investment Interest $ 11,404,766 Income: Expenses: Investment advisory fees $ 1,054,867 Commission fees 176,525 Accounting services 91,978 Professional fees 82,182 Transfer agent fees 66,742 Printing and shareholder reports 27,204 Listing fees 20,210 Directors' fees and expenses 16,999 Custodian fees 13,876 Pricing fees 13,605 Other 27,732 ------------ Total expenses 1,591,920 ------------ Investment income--net 9,812,846 ------------ Realized & Realized loss on investments--net (929,471) Unrealized Change in unrealized appreciation on investments--net 1,530,416 Gain (Loss) on ------------ Investments--Net: Total realized and unrealized gain on investments--net 600,945 ------------ Dividends to Investment income--net (939,553) Preferred Stock ------------ Shareholders: Net Increase in Net Assets Resulting from Operations $ 9,474,238 ============ See Notes to Financial Statements. STATEMENTS OF CHANGES IN NET ASSETS For the Year Ended October 31, Increase (Decrease) in Net Assets: 2002 2001++ Operations: Investment income--net $ 9,812,846 $ 7,974,332 Realized gain (loss) on investments--net (929,471) 1,668,490 Change in unrealized appreciation/depreciation on investments--net 1,530,416 7,409,558 Dividends to Preferred Stock shareholders (939,553) (1,754,676) ------------ ------------ Net increase in net assets resulting from operations 9,474,238 15,297,704 ------------ ------------ Dividends to Investment income--net (8,229,879) (6,268,966) Common Stock ------------ ------------ Shareholders: Net decrease in net assets resulting from dividends to Common Stock shareholders (8,229,879) (6,268,966) ------------ ------------ Common Stock Proceeds from issuance of Common Stock resulting from reorganization 59,863,668 -- Transactions: Value of shares issued to Common Stock shareholders in reinvestment of dividends -- 72,224 ------------ ------------ Net increase in net assets derived from Common Stock transactions 59,863,668 72,224 ------------ ------------ Net Assets Total increase in net assets applicable to Common Stock 61,108,027 9,100,962 Applicable To Beginning of year 118,498,778 109,397,816 Common Stock: ------------ ------------ End of year* $179,606,805 $118,498,778 ============ ============ *Undistributed investment income--net $ 1,726,522 $ 1,029,641 ============ ============ ++Certain prior year amounts have been reclassified to conform to current year presentation. See Notes to Financial Statements. MuniYield Michigan Insured Fund II, Inc., October 31, 2002 FINANCIAL HIGHLIGHTS The following per share data and ratios have been derived from information provided in the financial statements. For the Year Ended October 31, Increase (Decrease) in Net Asset Value: 2002 2001 2000 1999 1998 Per Share Net asset value, beginning of year $ 14.97 $ 13.83 $ 13.34 $ 15.85 $ 15.58 Operating --------- --------- --------- --------- --------- Performance:+++ Investment income--net 1.00 1.00 1.04 1.02 1.12 Realized and unrealized gain (loss) on investments--net (.07) 1.15 .51 (1.96) .38 Dividends and distributions to Preferred Stock shareholders: Investment income--net (.10) (.22) (.29) (.18) (.21) Realized gain on investments--net -- -- -- (.01) (.05) In excess of realized gain on investments--net -- -- -- (.06) -- --------- --------- --------- --------- --------- Total from investment operations .83 1.93 1.26 (1.19) 1.24 --------- --------- --------- --------- --------- Less dividends and distributions to Common Stock shareholders: Investment income--net (.89) (.79) (.77) (.88) (.89) Realized gain on investments--net -- -- -- (.05) (.08) In excess of realized gain on investments--net -- -- -- (.39) -- --------- --------- --------- --------- --------- Total dividends and distributions to Common Stock shareholders (.89) (.79) (.77) (1.32) (.97) --------- --------- --------- --------- --------- Net asset value, end of year $ 14.91 $ 14.97 $ 13.83 $ 13.34 $ 15.85 ========= ========= ========= ========= ========= Market price per share, end of year $ 13.45 $ 13.85 $ 11.75 $ 12.25 $ 16.00 ========= ========= ========= ========= ========= Total Based on market price per share 3.70% 25.13% 2.47% (16.42%) 12.56% Investment ========= ========= ========= ========= ========= Return:* Based on net asset value per share 6.36% 14.91% 10.76% (8.12%) 8.25% ========= ========= ========= ========= ========= Ratios Based on Total expenses** 1.12% 1.15% 1.15% 1.12% 1.05% Average Net ========= ========= ========= ========= ========= Assets of Total investment income--net** 6.91% 6.96% 7.62% 6.96% 7.20% Common Stock: ========= ========= ========= ========= ========= Amount of dividends to Preferred Stock shareholders .66% 1.53% 2.12% 1.20% 1.35% ========= ========= ========= ========= ========= Investment income--net, to Common Stock shareholders 6.25% 5.43% 5.50% 5.76% 5.85% ========= ========= ========= ========= ========= Ratios Based on Total expenses .75% .77% .75% .76% .72% Average Net Assets ========= ========= ========= ========= ========= of Common & Total investment income--net 4.65% 4.70% 5.02% 4.73% 4.96% Preferred Stock:** ========= ========= ========= ========= ========= Ratios Based on Dividends to Preferred Stock shareholders 1.36% 3.19% 4.09% 2.55% 2.97% Average Net ========= ========= ========= ========= ========= Assets of Preferred Stock: Supplemental Net assets applicable to Common Stock, Data: end of year (in thousands) $ 179,607 $ 118,508 $ 109,398 $ 105,574 $ 123,119 ========= ========= ========= ========= ========= Preferred Stock outstanding, end of year (in thousands) $ 89,000 $ 55,000 $ 55,000 $ 55,000 $ 55,000 ========= ========= ========= ========= ========= Portfolio turnover 41.77% 72.58% 75.11% 63.64% 40.41% ========= ========= ========= ========= ========= Leverage: Asset coverage per $1,000 $ 3,018 $ 3,155 $ 2,989 $ 2,920 $ 3,239 ========= ========= ========= ========= ========= Dividends Per Series A--Investment income--net $ 343 $ 798 $ 1,026 $ 637 $ 742 Share On ========= ========= ========= ========= ========= Preferred Stock Series B--Investment income--net $ 136 -- -- -- -- Outstanding:++ ========= ========= ========= ========= ========= *Total investment returns based on market value, which can be significantly greater or lesser than the net asset value, may result in substantially different returns. Total investment returns exclude the effects of sales charges. **Do not reflect the effect of dividends to Preferred Stock shareholders. ++The Fund's Preferred Stock was issued on April 10, 1992 (Series A) and May 31, 2002 (Series B). +++Certain prior year amounts have been reclassified to conform to current year presentation. See Notes to Financial Statements. NOTES TO FINANCIAL STATEMENTS 1. Significant Accounting Policies: MuniYield Michigan Insured Fund II, Inc. (the "Fund") (formerly MuniYield Michigan Fund, Inc.) is registered under the Investment Company Act of 1940 as a non-diversified, closed-end management investment company. The Fund's financial statements are prepared in conformity with accounting principles generally accepted in the United States of America, which may require the use of management accruals and estimates. The Fund determines and makes available for publication the net asset value of its Common Stock on a weekly basis. The Fund's Common Stock is listed on the New York Stock Exchange under the symbol MYM. The following is a summary of significant accounting policies followed by the Fund. (a) Valuation of investments--Municipal bonds are traded primarily in the over-the-counter markets and are valued at the most recent bid price or yield equivalent as obtained by the Fund's pricing service from dealers that make markets in such securities. Financial futures contracts and options thereon, which are traded on exchanges, are valued at their closing price as of the close of such exchanges. Options written or purchased are valued at the last sale price in the case of exchange-traded options. In the case of options traded in the over-counter-market, valuation is the last asked price (options written) or the last bid price (options purchased). Securities with remaining maturities of sixty days or less are valued at amortized cost, which approximates market value. Securities and assets for which market quotations are not readily available are valued at their fair value as determined in good faith by or under the direction of the Board of Directors of the Fund, including valuations furnished by a pricing service retained by the Fund, which may utilize a matrix system for valuations. The procedures of the pricing service and its valuations are reviewed by the officers of the Fund under general supervision of the Board of Directors. (b) Derivative financial instruments--The Fund may engage in various portfolio investment strategies to increase or decrease the level of risk to which the Fund is exposed more quickly and efficiently than transactions in other types of instruments. Losses may arise due to changes in the value of the contract or if the counterparty does not perform under the contract. * Financial futures contracts--The Fund may purchase or sell financial futures contracts and options on such futures contracts for the purpose of hedging the market risk on existing securities or the intended purchase of securities. Futures contracts are contracts for delayed delivery of securities at a specific future date and at a specific price or yield. Upon entering into a contract, the Fund deposits and maintains as collateral such initial margin as required by the exchange on which the transaction is effected. Pursuant to the contract, the Fund agrees to receive from or pay to the broker an amount of cash equal to the daily fluctuation in value of the contract. Such receipts or payments are known as variation margin and are recorded by the Fund as unrealized gains or losses. When the contract is closed, the Fund records a realized gain or loss equal to the difference between the value of the contract at the time it was opened and the value at the time it was closed. * Options--The Fund is authorized to write covered call options and purchase put options. When the Fund writes an option, an amount equal to the premium received by the Fund is reflected as an asset and an equivalent liability. The amount of the liability is subsequently marked to market to reflect the current market value of the option written. When a security is purchased or sold through an exercise of an option, the related premium paid (or received) is added to (or deducted from) the basis of the security acquired or deducted from (or added to) the proceeds of the security sold. When an option expires (or the Fund enters into a closing transaction), the Fund realizes a gain or loss on the option to the extent of the premiums received or paid (or gain or loss to the extent the cost of the closing transaction exceeds the premium paid or received). MuniYield Michigan Insured Fund II, Inc., October 31, 2002 NOTES TO FINANCIAL STATEMENTS (concluded) Written and purchased options are non-income producing investments. (c) Income taxes--It is the Fund's policy to comply with the requirements of the Internal Revenue Code applicable to regulated investment companies and to distribute substantially all of its taxable income to its shareholders. Therefore, no Federal income tax provision is required. (d) Security transactions and investment income--Security transactions are recorded on the dates the transactions are entered into (the trade dates). Realized gains and losses on security transactions are determined on the identified cost basis. Interest income is recognized on the accrual basis. As required, effective November 1, 2001, the Fund has adopted the provisions of the AICPA Audit and Accounting Guide for Investment Companies and began amortizing all premiums and discounts on debt securities. The cumulative effect of this accounting change had no impact on total net assets of the Fund, but resulted in a $38,617 increase in cost of securities (which, in turn, results in a corresponding $38,617 decrease in net unrealized appreciation and a corresponding $38,617 increase in undistributed net investment income), based on securities held by the Fund as of October 31, 2001. The effect of this change for the year ended October 31, 2002 was to increase net investment income by $71,508, decrease net unrealized depreciation by $99,401 and increase net realized capital losses by $10,724. The statement of changes in net assets and financial highlights for prior periods have not been restated to reflect this change in presentation. (e) Dividends and distributions--Dividends from net investment income are declared and paid monthly. Distributions of capital gains are recorded on the ex-dividend dates. (f) Change in financial statement classification for Auction Market Preferred Stock ("AMPS")--In accordance with the provisions of the Financial Accounting Standards Board's Emerging Issues Task Force D-98 ("EITF D-98"), "Classification and Measurement of Redeemable Securities," effective for the current period, the Fund has reclassified its AMPS outside of permanent equity in the Net Assets section of the Statement of Net Assets. In addition, dividends to Preferred Stock shareholders are now classified as a component of the "Net Increase in Net Assets Resulting from Operations" on the Statements of Operations and Changes in Net Assets and as a component of the "Total from investment operations" in the Financial Highlights. Prior year amounts presented have been reclassified to conform to this period's presentation. The application of EITF D-98 related entirely to presentation and had no impact on net asset value or the allocation of net investment income or net realized capital gains or losses to Common Stock shareholders. (g) Reclassification--Accounting principles generally accepted in the United States of America require that certain components of net assets be adjusted to reflect permanent differences between financial and tax reporting. Accordingly, the current year's permanent book/tax differences of $14,849 have been reclassified between accumulated net realized capital losses and undistributed net investment income and $12,338 has been reclassified between accumulated net realized capital losses and paid-in capital in excess of par. These reclassifications have no effect on net assets or net asset values per share. 2. Investment Advisory Agreement and Transactions with Affiliates: The Fund has entered into an Investment Advisory Agreement with Fund Asset Management, L.P. ("FAM"). The general partner of FAM is Princeton Services, Inc. ("PSI"), an indirect, wholly-owned subsidiary of Merrill Lynch & Co., Inc. ("ML & Co."), which is the limited partner. FAM is responsible for the management of the Fund's portfolio and provides the necessary personnel, facilities, equipment and certain other services necessary to the operations of the Fund. For such services, the Fund pays a monthly fee at an annual rate of .50% of the Fund's average weekly net assets, including proceeds from the issuance of Preferred Stock. For the year ended October 31, 2002, the Fund reimbursed FAM, $8,828 for certain accounting services. Certain officers and/or directors of the Fund are officers and/or directors of FAM, PSI, and/or ML & Co. 3. Investments: Purchases and sales of investments, excluding short-term securities, for the year ended October 31, 2002 were $89,843,738 and $84,484,779, respectively. Net realized gains (losses) for the year ended October 31, 2002 and net unrealized gains (losses) as of October 31, 2002 were as follows: Realized Unrealized Gains (Losses) Gains (Losses) Long-term investments $ 2,250,685 $ 21,709,070 Financial futures contracts (3,180,156) (407,109) ------------- ------------- Total $ (929,471) $ 21,301,961 ============= ============= As of October 31, 2002, net unrealized appreciation for Federal income tax purposes aggregated $21,808,291, of which $21,869,325 related to appreciated securities and $61,034 related to depreciated securities. The aggregate cost of investments at October 31, 2002 for Federal income tax purposes was $242,292,647. 4. Stock Transactions: The Fund is authorized to issue 200,000,000 shares of stock, including Preferred Stock, par value $.10 per share, all of which were initially classified as Common Stock. The Board of Directors is authorized, however, to reclassify any unissued shares of stock without approval of the holders of Common Stock. Common Stock Shares issued and outstanding during the year ended October 31, 2002 increased by 4,130,421 as a result of reorganization and for the year ended October 31, 2001 increased by 4,844 as a result of dividend reinvestment. Preferred Stock AMPS are redeemable shares of Preferred Stock of the Fund, with a par value of $.05 per share and a liquidation preference of $25,000 per share plus accrued and unpaid dividends, that entitle their holders to receive cash dividends at an annual rate that may vary for the successive dividend periods. The yields in effect at October 31, 2002 were 1.60% for Series A and 1.65% for Series B. Shares issued and outstanding during the year ended October 31, 2002 increased by 1,360 as a result of reorganization and for the year ended October 31, 2001 remained constant. The Fund pays commissions to certain broker-dealers at the end of each auction at an annual rate ranging from .25% to .375%, calculated on the proceeds of each auction. For the year ended October 31, 2002, Merrill Lynch, Pierce Fenner & Smith Incorporated, an affiliate of FAM, earned $105,304 as commissions. 5. Distributions to Shareholders: On November 7, 2002, a tax-exempt income dividend of $.074500 was declared. The dividend was paid on November 27, 2002, to shareholders of record on November 14, 2002. The tax character of distributions paid during the fiscal years ended October 31, 2002 and October 31, 2001 was as follows: 10/31/2002 10/31/2001 Distributions paid from: Tax-exempt income $ 9,169,432 $ 8,023,642 ------------- ------------- Total distributions $ 9,169,432 $ 8,023,642 ============= ============= As of October 31, 2002, the components of accumulated earnings on a tax basis were as follows: Undistributed tax-exempt income--net $ 1,627,120 Undistributed long-term capital gains--net -- ------------- Total undistributed earnings--net 1,627,120 Capital loss carryforward (6,084,642)* Unrealized gains--net 18,866,655** ------------- Total accumulated earnings--net $ 14,409,133 ============= *On October 31, 2002, the Fund had a net capital loss carryforward of $6,084,642, of which $5,034,389 expires in 2008 and $1,050,253 expires in 2010. This amount will be available to offset like amounts of any future taxable gains. **The difference between book-basis and tax-basis net unrealized gains is attributable primarily to the tax deferral of losses on wash sales, the tax deferral of losses on straddles, the realization for tax purposes of unrealized gains (losses) on certain futures contracts and the difference between book and tax amortization methods for premiums and discounts on fixed income securities. 6. Acquisition of MuniHoldings Michigan Insured Fund II, Inc.: On June 3, 2002, the Fund acquired all of the net assets of MuniHoldings Michigan Insured Fund II, Inc. pursuant to a plan of reorganization. The acquisition was accomplished by a tax-free exchange of 3,621,776 common shares and 1,360 AMPS shares of MuniHoldings Michigan Insured Fund II, Inc. for 4,130,421 common shares and 1,360 AMPS shares of the Fund. MuniHoldings Michigan Insured Fund II, Inc.'s net assets applicable to Common Stock on that date of $59,863,668, including $7,285,540 of unrealized appreciation and $1,159,792 of accumulated net realized capital losses, were combined with those of the Fund. The aggregate net assets applicable to Common Stock of the Fund immediately after the acquisition amounted to $174,595,520. FAM paid all reorganization costs of $129,870 on behalf of the Fund. In addition, 1,360 AMPS shares of MuniHoldings Michigan Insured Fund II with a redemption value of $34,000,000 were combined with the AMPS shares of the Fund. MuniYield Michigan Insured Fund II, Inc., October 31, 2002 INDEPENDENT AUDITORS' REPORT The Board of Directors and Shareholders MuniYield Michigan Insured Fund II, Inc.: We have audited the accompanying statement of net assets, including the schedule of investments, of MuniYield Michigan Insured Fund II, Inc. (formerly MuniYield Michigan Fund, Inc.) as of October 31, 2002, the related statements of operations for the year then ended and changes in net assets for each of the years in the two-year period then ended and the financial highlights for each of the years presented. These financial statements and the financial highlights are the responsibility of the Fund's management. Our responsibility is to express an opinion on these financial statements and the financial highlights based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and the financial highlights are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned at October 31, 2002 by correspondence with the custodian and brokers; where replies were not received from brokers, we performed other auditing procedures. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements and financial highlights present fairly, in all material respects, the financial position of MuniYield Michigan Insured Fund II, Inc. as of October 31, 2002, the results of its operations, the changes in its net assets, and the financial highlights for the respective stated periods in conformity with accounting principles generally accepted in the United States of America. Deloitte & Touche LLP Princeton, New Jersey December 6, 2002 IMPORTANT TAX INFORMATION (unaudited) All of the net investment income distributions paid by MuniYield Michigan Insured Fund II, Inc. during the taxable year ended October 31, 2002 qualify as tax-exempt interest dividends for Federal income tax purposes. Please retain this information for your records. QUALITY PROFILE (unaudited) The quality ratings of securities in the Fund as of October 31, 2002 were as follows: Percent of S&P Rating/Moody's Rating Total Investments AAA/Aaa 83.9% AA/Aa 3.2 A/A 4.3 BBB/Baa 6.9 Other++ 1.7 ++Temporary investments in short-term municipal securities. MANAGED DIVIDEND POLICY The Fund's dividend policy is to distribute all or a portion of its net investment income to its shareholders on a monthly basis. In order to provide shareholders with a more consistent yield to the current trading price of shares of Common Stock of the Fund, the Fund may at times pay out less than the entire amount of net investment income earned in any particular month and may at times in any month pay out such accumulated but undistributed income in addition to net investment income earned in that month. As a result, the dividends paid by the Fund for any particular month may be more or less than the amount of net investment income earned by the Fund during such month. The Fund's current accumulated but undistributed net investment income, if any, is disclosed in the Statement of Net Assets, which comprises part of the Financial Information included in this report. MuniYield Michigan Insured Fund II, Inc., October 31, 2002 OFFICERS AND DIRECTORS Number of Other Portfolios in Director- Position(s) Length Fund Complex ships Held of Time Overseen by Held by Name, Address & Age with Fund Served Principal Occupation(s) During Past 5 Years Director Director Interested Director Terry K. Glenn* President 1999 to Chairman, Americas Region since 2001 and 117 Funds None P.O. Box 9011 and present Executive Vice President since 1983 of 162 Portfolios Princeton, Director and Fund Asset Management, L.P. ("FAM") and NJ 08543-9011 1992 to Merrill Lynch Investment Managers, L.P. Age: 62 present ("MLIM"); President of Merrill Lynch Mutual Funds since 1999; President of FAM Distributors, Inc. ("FAMD") since 1986 and Director thereof since 1991; Executive Vice President and Director of Princeton Services, Inc. ("Princeton Services") since 1993; President of Princeton Administrators, L.P. since 1988; Director of Financial Data Services, Inc. since 1985. *Mr. Glenn is a director, trustee or member of an advisory board of certain other investment companies for which FAM or MLIM acts as investment adviser. Mr. Glenn is an "interested person," as described in the Investment Company Act, of the Fund based on his positions as Chairman (Americas Region) and Executive Vice President of FAM and MLIM; President of FAMD; Executive Vice President of Princeton Services; and President of Princeton Administrators, L.P. The Director's term is unlimited. Directors serve until their resignation, removal or death, or until December 31 of the year in which they turn 72. As Fund President, Mr. Glenn serves at the pleasure of the Board of Directors. Number of Other Portfolios in Director- Position(s) Length Fund Complex ships Held of Time Overseen by Held by Name, Address & Age with Fund Served* Principal Occupation(s) During Past 5 Years Director Director Independent Directors James H. Bodurtha Director 1995 to Director and Executive Vice President, 42 Funds None P.O. Box 9011 present The China Business Group, Inc. since 61 Portfolios Princeton, 1996; Chairman of Berkshire Holding NJ 08543-9011 Corporation since 1980. Age: 58 Joe Grills Director 2002 to Member of Committee on Investment of 42 Funds Kimco P.O. Box 9011 present Employee Benefit Assets of the Association 61 Portfolios Realty Princeton, for Financial Professionals since 1986. NJ 08543-9011 Age: 67 Herbert I. London Director 1992 to John M. Olin Professor of Humanities, 42 Funds None P.O. Box 9011 present New York University since 1993. 61 Portfolios Princeton, NJ 08543-9011 Age: 63 Andre F. Perold Director 1992 to George Gund Professor of Finance and 42 Funds None P.O. Box 9011 present Banking, Harvard Business School since 61 Portfolios Princeton, 2000; Finance Area Chair since 1996. NJ 08543-9011 Age: 50 Roberta Cooper Ramo Director 1999 to Shareholder, Modrall, Sperling, Roehl, 42 Funds Cooper's, P.O. Box 9011 present Harris & Sisk, P.A. since 1993. 61 Portfolios Inc.; Princeton, ECMC, Inc. NJ 08543-9011 Age: 60 Robert S. Salomon, Jr. Director 2002 to Principal of STI Management since 1994; 42 Funds None P.O. Box 9011 present Director of Rye Country Day School since 61 Portfolios Princeton, 2001. NJ 08543-9011 Age: 66 Melvin R. Seiden Director 2002 to Director, Silbanc Properties, Ltd. 42 Funds None P.O. Box 9011 present (real estate, investment and consulting) 61 Portfolios Princeton, since 1987. NJ 08543-9011 Age: 72 Stephen B. Swensrud Director 2002 to Chairman, Fernwood Advisors since 1996. 42 Funds International P.O. Box 9011 present 61 Portfolios Mobile Princeton, Communi- NJ 08543-9011 cations, Age: 69 Inc. *The Director's term is unlimited. Directors serve until their resignation, removal or death, or until December 31 of the year in which they turn 72. Position(s) Length Held of Time Name, Address & Age with Fund Served* Principal Occupation(s) During Past 5 Years Fund Officers Donald C. Burke Vice 1993 to First Vice President of FAM and MLIM since 1997 and Treasurer thereof P.O. Box 9011 President present since 1999; Senior Vice President and Treasurer of Princeton Services Princeton, and and 1999 since 1999; Vice President of FAMD since 1999; Vice President of FAM NJ 08543-9011 Treasurer to present and MLIM from 1990 to 1997; Director of Taxation of MLIM since 1990. Age: 42 Kenneth A. Jacob Senior 2002 to Managing Director of FAM and MLIM since 1997. P.O. Box 9011 Vice present Princeton, President NJ 08543-9011 Age: 51 John M. Loffredo Senior 2002 to Managing Director of FAM and MLIM since 2000 and First Vice President P.O. Box 9011 Vice present from 1997 to 2000. Princeton, President NJ 08543-9011 Age: 38 Fred K. Stuebe Vice 1995 to Vice President of MLIM since 1989. P.O. Box 9011 President present Princeton, NJ 08543-9011 Age: 49 Alice A. Pellegrino Secretary 1999 to Director (Legal Advisory) of MLIM since 2002; Vice President of MLIM P.O. Box 9011 present from 1999 to 2002; Attorney associated with MLIM since 1997; Associate Princeton, with Kirkpatrick & Lockhart LLP from 1992 to 1997. NJ 08543-9011 Age: 42 *Officers of the Fund serve at the pleasure of the Board of Directors. Custodian The Bank of New York 100 Church Street New York, NY 10286 Transfer Agents Common Stock: The Bank of New York 101 Barclay Street New York, NY 10286 Preferred Stock: The Bank of New York 100 Church Street New York, NY 10286 NYSE Symbol MYM