MUNIYIELD NEW YORK INSURED FUND INC, DEF 14A, 1999-03-18

MUNIYIELD NEW YORK INSURED FUND INC
DEF 14A, 1999-03-18

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<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 18, 1999

SCHEDULE 14A
(RULE 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. 1 )

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 Com-
mission Only (as permitted by
Rule 14a-6(e)(2))
/X/ Definitive proxy statement
/X/ Definitive additional materials
/ / Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12

MUNIVEST PENNSYLVANIA INSURED FUND
MUNIYIELD ARIZONA FUND, INC.
MUNIYIELD FLORIDA FUND
MUNIYIELD MICHIGAN FUND, INC.
MUNIYIELD NEW JERSEY FUND, INC.
MUNIYIELD CALIFORNIA FUND, INC.
MUNIYIELD CALIFORNIA INSURED FUND, INC.
MUNIYIELD CALIFORNIA INSURED FUND II, INC.
MUNIYIELD NEW YORK INSURED FUND, INC.
MUNIYIELD NEW YORK INSURED FUND II, INC.
P.O. BOX 9011
PRINCETON, NEW JERSEY 08543-9011
(Name of Registrant as Specified in Its Charter)

Same as above
(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:

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

(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):

(4) Proposed maximum aggregate value of transaction:

(5) Total fee paid:

<PAGE> 2

/ / 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 registrations statement number, or
the form or schedule and the date of its filing.

(1) Amount previously paid:

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

(3) Filing Party:

(4) Date Filed:

2
<PAGE> 3

MUNIVEST PENNSYLVANIA INSURED FUND,

MUNIYIELD ARIZONA FUND, INC.,

MUNIYIELD FLORIDA FUND.,

MUNIYIELD MICHIGAN FUND, INC.,

MUNIYIELD NEW JERSEY FUND, INC.,

MUNIYIELD CALIFORNIA FUND., INC.,

MUNIYIELD CALIFORNIA INSURED FUND, INC.,

MUNIYIELD CALIFORNIA INSURED FUND II, INC.,

MUNIYIELD NEW YORK INSURED FUND, INC.,

MUNIYIELD NEW YORK INSURED FUND II, INC.

March 18, 1999

Dear Stockholders:

You are cordially invited to attend the Annual Meeting of Stockholders of
your Fund to be held at the offices of Merrill Lynch Asset Management, L.P., on
April 21, 1999, at the time specified for each Fund in Exhibit A of the combined
proxy statement.

At the meeting, in addition to electing Directors or Trustees and ratifying
auditors, you are being asked to consider and approve an amendment to the
Articles Supplementary or Certificate of Designation of your Fund. YOUR FUND'S
BOARD BELIEVES ALL THE PROPOSALS ARE IN THE BEST INTEREST OF STOCKHOLDERS AND
RECOMMENDS A VOTE "FOR" ALL PROPOSALS. Please read the entire proxy statement,
which discusses these proposals in greater detail.

Regardless of the number of shares you own, it is important that they be
represented and voted. Please take the time to read the enclosed proxy and SIGN,
DATE AND MAIL THE PROXY CARD AS SOON AS POSSIBLE. Your prompt response will help
save each Fund expenses related to additional solicitation. IF YOU HAVE BEEN
PROVIDED WITH THE OPPORTUNITY ON YOUR PROXY CARD OR VOTING INSTRUCTION FORM TO
PROVIDE VOTING INSTRUCTIONS VIA TELEPHONE OR THE INTERNET, PLEASE TAKE ADVANTAGE
OF THESE PROMPT AND EFFICIENT VOTING OPTIONS.

If you have any questions regarding the enclosed proxy material or need
assistance in voting your shares, please contract our proxy solicitor, D.F. King
& Co., Inc. at 1-800-859-8508.

We appreciate the time and consideration that you can give to this matter.

Sincerely,

PHILIP M. MANDEL

<PAGE> 4

MUNIVEST PENNSYLVANIA INSURED FUND,
MUNIYIELD ARIZONA FUND, INC.,
MUNIYIELD CALIFORNIA FUND, INC.,
MUNIYIELD CALIFORNIA INSURED FUND, INC.,
MUNIYIELD CALIFORNIA INSURED FUND II, INC.,
MUNIYIELD FLORIDA FUND,
MUNIYIELD MICHIGAN FUND, INC.,
MUNIYIELD NEW JERSEY FUND, INC.,
MUNIYIELD NEW YORK INSURED FUND, INC.,
MUNIYIELD NEW YORK INSURED FUND II, INC.,
P.O. BOX 9011
PRINCETON, NEW JERSEY 08543-9011
------------------------

NOTICE OF 1999 ANNUAL MEETING OF STOCKHOLDERS
APRIL 21, 1999
------------------------
TO THE STOCKHOLDERS:

Notice is hereby given that the 1999 Annual Meeting of Stockholders (the
"Meeting") of each of the above-listed investment companies (each a "Fund" and,
collectively, the "Funds") will be held at the offices of Merrill Lynch Asset
Management, L.P., 800 Scudders Mill Road, Plainsboro, New Jersey, on Wednesday,
April 21, 1999 at the time specified in Exhibit A hereto for the following
purposes:

(1) To elect members of the Board of Directors or Trustees of each
Fund to serve for the ensuing year;

(2)(a) To consider and act upon a proposal to ratify the selection of
Deloitte & Touche LLP to serve as independent auditors of each Fund (other
than MuniYield New York Insured Fund II, Inc.) for its current fiscal year;

(b) To consider and act upon a proposal to ratify the selection of
Ernst & Young LLP to serve as independent auditors of MuniYield New York
Insured Fund II, Inc. for its current fiscal year;

(3) To consider and act upon a proposal to approve an amendment to the
Articles Supplementary (for Maryland corporations) or Certificate of
Designation (for Massachusetts business trusts) of each Fund; and
(4) To transact such other business as may properly come before the
Meeting or any adjournment thereof.

The Board of Directors or Trustees of each Fund has fixed the close of
business on February 24, 1999 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 each Fund entitled to vote at the
Meeting will be available and open to the examination of any stockholder of that
Fund for any purpose germane to the Meeting during ordinary business hours from
and after April 7, 1999, at the offices of the Fund, 800 Scudders Mill Road,
Plainsboro, New Jersey 08536. 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 or Trustees of the respective Fund.

By Order of the Boards of
Directors/Trustees

PHILIP M. MANDEL
Secretary of the Funds

Plainsboro, New Jersey

Dated: March 18, 1999

<PAGE> 5

COMBINED PROXY STATEMENT
------------------------

1999 ANNUAL MEETING OF STOCKHOLDERS
APRIL 21, 1999

INTRODUCTION

This Proxy Statement is furnished in connection with the solicitation of
proxies on behalf of the Boards of Directors or Trustees of the above-listed
funds (each a "Fund" and, collectively, the "Funds"), to be voted at the 1999
Annual Meeting of Stockholders of each 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 Wednesday, April 21, 1999 at the time specified
in Exhibit A hereto. The approximate mailing date of this Proxy Statement is
March 22, 1999.

Each Fund is organized either as a Maryland corporation or a Massachusetts
business trust. In each jurisdiction, nomenclature varies. For ease and clarity
of presentation, throughout the proxy statement shares of common stock or
beneficial interest of a Fund are referred to as "Shares," the outstanding
Shares and auction market preferred stock ("AMPS") of a Fund are referred to
collectively as the "Capital Stock;" holders of Shares or AMPS are referred to
as "stockholders," the Board of Directors or Trustees of each of the Funds is
referred to as the "Board," the directors or trustees of each Fund are referred
to as "Board members," the investment adviser of each Fund is referred to as the
"Investment Adviser" or "FAM" and each Fund's Articles of Incorporation (as
amended or supplemented) or Declaration of Trust is referred to as its
"charter." Unless otherwise indicated, MLAM and Fund Asset Management L.P.
("FAM") are together referred to as "MLAM."

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 members, for the ratification of the
selection of independent auditors to serve for that Fund's current fiscal year
and for the amendment to the Articles Supplementary or Certificate of
Designation of the applicable Fund. Any proxy may be revoked at any time prior
to the exercise thereof by giving written notice to the Secretary of the
applicable Fund at that Fund's address indicated above or by voting in person at
the Meeting.
<PAGE> 6

The Board of each Fund has fixed the close of business on February 24, 1999
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,
each Fund had outstanding the number of Shares and the number of shares of AMPS
indicated in Exhibit A. To the knowledge of each Fund, as of the Record Date, no
person is the beneficial owner of more than five percent of its outstanding
Shares or AMPS at such date.

The Board of each Fund knows of no business other than that mentioned in
Items 1, 2 and 3 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 BOARD MEMBERS

At the Meetings, the Board members of each Fund will be elected to serve
until the next Annual Meeting of Stockholders for such Fund 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 proxies of the holders of AMPS, voting separately as a class,
in favor of the two (2) persons designated as Board members to be elected
by holders of AMPS; and

(2) All proxies of the holders of Shares and AMPS, voting together as
a single class, in favor of the five (5) persons designated as Board
members to be elected by holders of Shares and AMPS.

The Board of each 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 for
such Fund may recommend.

Certain information concerning the nominees is set forth below. Additional
information concerning the nominees and other information relevant to the
election of Board members is set forth in Exhibit A.

<TABLE>
<CAPTION>
PRINCIPAL OCCUPATIONS
DURING PAST FIVE YEARS
NAME AND ADDRESS AGE AND PUBLIC DIRECTORSHIPS(1)
- ---------------- --- ------------------------------------------
<S> <C> <C>
James H. Bodurtha(1)(2)(3)................ 55 Director and Executive Vice President,
36 Popponesset Road The China Business Group, Inc. since 1996;
Cotuit, Massachusetts 02635 Chairman and Chief Executive Officer,
China Enterprise Management Corporation
from 1993 to 1996; Chairman, Berkshire
Corporation since 1980; Partner, Squire,
Sanders & Dempsey from 1980 to 1993.
Terry K. Glenn(1)(3)*..................... 58 Executive Vice President of MLAM and FAM
P.O. Box 9011 since 1983; Executive Vice President and
Princeton, New Jersey 08593-9011 Director of Princeton Services since 1993;
President of Princeton Funds Distributor,
Inc. ("PFD") since 1986 and Director
thereof since 1991; President of Princeton
Administrators, L.P. since 1988.
</TABLE>

2
<PAGE> 7

<TABLE>
<CAPTION>
PRINCIPAL OCCUPATIONS
DURING PAST FIVE YEARS
NAME AND ADDRESS AGE AND PUBLIC DIRECTORSHIPS(1)
- ---------------- --- ------------------------------------------
<S> <C> <C>
Herbert I. London(l)(2)(3)................ 60 John M. Olin Professor of Humanities, New
113-115 University Place York University since 1993 and Professor
New York, New York 10003 thereof since 1980; President, Hudson
Institute since 1997 and Trustee thereof
since 1980; Dean, Gallatin Division of New
York University from 1976 to 1993;
Distinguished Fellow, Herman Kahn Chair,
Hudson Institute from 1984 to 1985;
Director, Damon Corp. from 1991 to 1995;
Overseer, Center for Naval Analyses from
1983 to 1993; Limited Partner, Hypertech
LP in 1996.
Robert R. Martin(l)(2)(3)................. 71 Chairman and Chief Executive Officer,
Kinnard
513 Grand Hill Investments, Inc. from 1990 to 1993;
St. Paul, Minnesota 55102 Executive Vice President, Dain Bosworth
from 1974 to 1989; Director, Carnegie
Capital Management from 1977 to 1985 and
Chairman thereof in 1979; Director,
Securities Industry Association from 1981
to 1982 and Public Securities Association
from 1979 to 1980; Chairman of the Board,
WTC Industries, Inc. in 1994; Trustee,
Northland College since 1992.
Joseph L. May(l)(2)(3).................... 69 Attorney in private practice since 1984;
424 Church Street President, May and Athens Hosiery Mills
Suite 2000 Division, Wayne-Gossard Corporation from
Nashville, Tennessee 37219 1954 to 1983: Vice President,
Wayne-Gossard Corporation from 1972 to
1983; Chairman, The May Corporation
(personal holding company) from 1972 to
1983; Director, Signal Apparel Co. from
1972 to 1989.
Andre F. Perold(l)(2)(3).................. 46 Professor, Harvard Business School since
1989
Morgan Hall and Associate Professor from 1983 to 1989;
Soldiers Field Trustee, The Common Fund since 1989;
Boston, Massachusetts 02163 Director, Quantec Limited since 1991,
TIBCO from 1994 to 1996 and Genbel
Securities Limited since 1999.
Arthur Zeikel(1)(3)*...................... 66 Chairman of FAM and of MLAM (which
300 Woodland Avenue terms as used herein include their
Westfield, New Jersey 07090 corporate predecessors) from 1997 to 1999;
President of FAM and MLAM from 1977 to
1997: Chairman of Princeton Services, Inc.
("Princeton Services") since 1997,
Director thereof since 1993 and President
thereof from 1993 to 1997; Executive Vice
President of Merrill Lynch & Co., Inc.
("ML & Co.") since 1990.
</TABLE>

- ---------------
(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 Board Members."

(Footnotes continued on next page)

3
<PAGE> 8

(Footnotes continued from prior page)

(2) Member of the Audit Committee of each Board.

(3) Please see Exhibit A for information, with respect to each Fund, indicating
the names of the nominees to be elected by holders of AMPS, voting
separately as a class, and the names of the nominees to be elected by
holders of Shares and AMPS, voting together as a single class.

* Interested person, as defined in the Investment Company Act of 1940, as
amended (the "Investment Company Act"), of each of the Funds.

Committee and Board Meetings. The Board of each Fund has a standing Audit
Committee, which consists of Board members who are not "interested persons" of
the Fund within the meaning of 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 Board members
have retained independent legal counsel to assist them in connection with these
duties. No Fund's Board has a nominating committee.

During each Fund's last fiscal year, each of the Board members then in
office attended at least 75% of the aggregate of the total number of meetings of
the Board held during the fiscal year and, if a member, of the total number of
meetings of the Audit Committee held during the period for which he served.

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 officers and directors of each Fund 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 (or, in the case of MuniYield Arizona Fund, Inc., with the American
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 each 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, each Fund believes that 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 with respect to each of the Funds reporting his election as a Senior Vice
President of FAM, which reports indicated that he owned no shares of any of the
Funds.

Interested Persons. Each Fund considers Mr. Zeikel and Mr. Glenn to be
"interested persons" of the Fund within the meaning of Section 2(a)(19) of the
Investment Company Act because of the positions each holds or has held with FAM
and its affiliates. Mr. Glenn is the President of each Fund.

Compensation of Board Members. FAM, the investment adviser of each Fund,
pays all compensation to all officers of the Fund and all Board members of the
Fund who are affiliated with ML & Co. or its subsidiaries. Each Fund pays each
Board member not affiliated with FAM (each a "non-affiliated Board member") an
annual fee plus a fee for each meeting attended, and each Fund also pays each
member of its Audit Committee, which consists of all of the non-affiliated Board
members, an annual fee plus a fee for each meeting attended, together with such
non-affiliated Board member's out-of-pocket expenses relating to

4
<PAGE> 9

attendance at such meetings. Information with respect to fees and expenses paid
to the non-affiliated Board members for each Fund's most recently completed
fiscal year is set forth in Exhibit A.

Officers of the Funds. Information regarding the officers of each Fund is
set forth in Exhibit A. Officers of the Funds are elected and appointed by the
Board and hold office until they resign, are removed or are otherwise
disqualified to serve.

Stock Ownership. As of the Record Date, none of the nominees held shares
of the Funds except as set forth in the table below:

<TABLE>
<CAPTION>
NOMINEE FUND AND CLASS OF SHARES NO. OF SHARES HELD*
- ------------------------------- ----------------------------------------------- -------------------
<S> <C> <C>
Terry K. Glenn................. MuniVest Pennsylvania Insured Fund, -- Common
Stock 24,589
</TABLE>

- ---------------

* These holdings represent less than 1% of the shares of Common Stock
outstanding.

At the Record Date, the Board members and officers of each Fund as a group
owned an aggregate of less than 1% of the Shares of the Fund outstanding at such
date and owned none of the AMPS outstanding at such date. At such date, Mr.
Zeikel, a Board member of each Fund, Mr. Glenn, an officer and a Board member of
each Fund, and the other officers of each Fund owned an aggregate of less than
1% of the outstanding shares of common stock of ML & Co.

ITEM 2. RATIFICATION OF THE SELECTION OF INDEPENDENT AUDITORS

The Board of each Fund (other than MuniYield New York Insured Fund II,
Inc.) including a majority of the Board members 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 Board of MuniYield New York Insured Fund II, Inc., including a
majority of the Board members who are not interested persons of MuniYield New
York Insured Fund II, Inc., has selected the firm of Ernst & Young LLP ("E&Y"),
independent auditors, to examine the financial statements of MuniYield New York
Insured Fund II, Inc. for the current fiscal year. No Fund knows of any direct
or indirect financial interest of such auditors in the Fund. Such appointment is
subject to ratification or rejection by the stockholders of each Fund. Unless a
contrary specification is made, the accompanying proxy will be voted in favor of
ratifying the selection of such auditors.

D&T acts as independent auditor for each of the Funds, except MuniYield New
York Insured Fund II, Inc., for which E&Y acts as independent auditor. D&T also
acts as independent auditors for ML & Co. and all of its subsidiaries and for
most other investment companies advised by FAM or MLAM. E&Y also acts as
independent auditors for other investment companies advised by FAM or MLAM. The
fees received by the independent auditors from these other entities are
substantially greater, in the aggregate, than the total fees received by the
independent auditors from each applicable Fund. The Board of each Fund
considered the fact that (i) D&T has been retained as the independent auditors
for ML & Co. and the other entities described above and (ii) E&Y has been
retained as the independent auditors for other investment companies advised by
FAM or MLAM in its evaluation of the independence of the independent auditors
with respect to the Fund.

Representatives of D&T and E&Y are expected to be present at the Meetings
and will have the opportunity to make a statement if they so desire and to
respond to questions from stockholders.

5
<PAGE> 10

ITEM 3. PROPOSED AMENDMENT TO ARTICLES SUPPLEMENTARY
OR CERTIFICATE OF DESIGNATION

At meetings held January 25, 1999, the Board of each of the Funds approved
amendments to Section 5(c) of the Articles Supplementary or Certificate of
Designation, as applicable, of that Fund. The proposed amendment of Section 5(c)
will affect issued and outstanding AMPS. The proposed amendment is described
below and a form of amended Section 5(c) for each Fund is attached as Exhibits
B-1 through B-6 to this Proxy Statement. Information about each Fund's
jurisdiction of organization and its Articles Supplementary or Certificate of
Designation is included in Exhibit A. The Board of each Fund has declared the
amendment advisable and has directed that the proposed amendments be submitted
to the stockholders of each of the Funds for approval at the Meeting. The Board
recommends that the stockholders of each Fund approve the proposed amendments to
that Fund's Articles Supplementary or Certificate of Designation.

Currently, the Articles Supplementary or Certificate of Designation of each
Fund require the approval of a majority of a Fund's outstanding shares of AMPS
in order to issue any additional shares of AMPS or any other preferred stock.
The proposed amendment would delete this requirement and permit each Fund, upon
Board approval, to issue additional shares of preferred stock, including AMPS,
without obtaining stockholder approval, provided that such additional preferred
stock does not rank prior to the AMPS or any other outstanding preferred stock
in a Fund's capital structure.

The proposed amendment provides the Board and each Fund with greater
flexibility to adjust a Fund's leverage in response to market conditions. The
proposed amendment permits the Board members to authorize a Fund to issue
additional AMPS in order to maintain the Fund's targeted level of financial
leverage without the time delays and costs involved with seeking stockholder
approval each time a Fund wishes to issue additional AMPS.

The issuance of additional AMPS may provide holders of Shares with a
potentially higher yield. The use of leverage, however, involves certain risks
for holders of Shares, including higher volatility of both the net asset value
and the market value of the Shares. Leverage also creates the risk that the
investment return on the Fund's Shares will be reduced to the extent the
dividends paid on preferred stock and other expenses of the preferred stock
exceed the income earned by the Fund on its investments. If the Fund is
liquidated, preferred stockholders will be entitled to receive liquidating
distributions before any distribution is made to holders of Shares.

The fee paid to the Investment Adviser for investment advisory and
management services is based on the Fund's average weekly net assets, including
assets acquired from the sale of preferred stock. Therefore, the fee paid to the
Investment Adviser will increase as a result of any issuance of additional AMPS
or other preferred stock.

Any issuance of additional shares of preferred stock by a Fund must be in
compliance with the 200% asset coverage requirement of Section 18 of the
Investment Company Act. Also, the Funds currently anticipate that any additional
shares of preferred stock to be issued would also be AMPS and that any such AMPS
would be rated by nationally recognized statistical rating organizations
("NRSROs") as are all currently outstanding AMPS. These NRSROs, in rating the
additional AMPS, will impose their own asset coverage requirements on the
additional AMPS.

If additional AMPS or other shares of preferred stock are issued by a Fund,
except as indicated below and as otherwise required by applicable law, holders
of shares of any newly issued AMPS or other preferred

6
<PAGE> 11

stock will have equal voting rights with outstanding Shares and AMPS (one vote
per share) and will vote together with holders of outstanding Shares and AMPS as
a single class.

In connection with the election of a Fund's Board members, holders of
shares of any newly issued AMPS or other preferred stock along with holders of
outstanding AMPS, voting together as a separate class, will be entitled to elect
two of the Fund's Board members, and the remaining Board members will be elected
by all holders of Capital Stock. If at any time dividends on shares of the
Fund's preferred stock shall be unpaid in an amount equal to two full years'
dividends thereon, the holders of any newly issued AMPS or other preferred stock
and outstanding AMPS, voting together as a separate class, will be entitled to
elect a majority of the Fund's Board members until all dividends in default have
been paid or declared and set apart for payment. Also, the affirmative vote of
the holders of any newly issued AMPS or other preferred stock and the
outstanding AMPS, voting together as a separate class, will be required to
approve any plan of reorganization adversely affecting such shares or any action
requiring a vote of security holders under Section 13(a) of the Investment
Company Act, including any vote to convert the Fund to an open-end investment
company or to change the Fund's fundamental investment policies.

Stockholders will not be entitled to appraisal rights under Maryland law
with respect to Maryland corporations or under Massachusetts law with respect to
Massachusetts business trusts.

ADDITIONAL INFORMATION

The expenses of preparation, printing and mailing of the enclosed form of
proxy and accompanying Notice and Proxy Statement will be borne by the Funds in
proportion to their respective net assets. The Funds will reimburse banks,
brokers and others for their reasonable expenses in forwarding proxy
solicitation material to the beneficial owners of the shares of the Funds.

In order to obtain the necessary quorum at the Meeting (i.e., a majority of
the shares of each class of securities of each Fund 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.
Each Fund has retained D.F. King & Co., Inc. to assist in the solicitation of
proxies at a cost to each Fund of approximately $5,000 plus out-of-pocket
expenses.

All shares represented by properly executed proxies, unless such proxies
have previously been revoked, will be voted at the Meetings in accordance with
the directions on the proxies; if no direction is indicated, the shares will be
voted "FOR" the Board member nominees, "FOR" the ratification of D&T as
independent auditors of each Fund except MuniYield New York Insured Fund II,
Inc. and with respect to MuniYield New York Insured Fund II, Inc. "FOR" the
ratification of E&Y as independent auditors of that Fund and "FOR" the amendment
to the Articles Supplementary or Certificate of Designation.

With respect to Item 1. "Election of Board Members," holders of AMPS,
voting separately as a class, are entitled to elect two Board members and
holders of shares of Capital Stock, voting together as a single class, are
entitled to elect the remaining Board members. Assuming a quorum is present, (A)
with respect to the Maryland corporations, (i) election of the two Board members
to be elected by the holders of AMPS, voting separately as a class, will require
a plurality of all votes cast by the holders of AMPS, represented at the Meeting
and entitled to vote; and (ii) election of the remaining Board members will
require a plurality of all votes cast by the holders of Capital Stock
represented at the Meeting and entitled to vote, voting together as a single
class; (B) with respect to Massachusetts business trusts, (i) election of the
two Board members to be elected by the holders of AMPS, voting separately as a
class, will require the affirmative vote of a majority of

7
<PAGE> 12

the AMPS present at the Meeting in person or by proxy and (ii) election of the
remaining Board members will require the affirmative vote of a majority of the
shares of Capital Stock present at the Meeting in person or by proxy voting
together as a single class.

With respect to Item 2. "Ratification of the selection of Independent
Auditors," assuming a quorum is present, (A) with respect to Maryland
corporations, approval will require the affirmative vote of a majority of the
votes cast by the holders of shares of Capital Stock represented at the Meeting
and entitled to vote, voting together as a single class and (B) with respect to
Massachusetts business trusts, approval will require the affirmative vote of a
majority of the shares of Capital Stock present at the Meeting in person or by
proxy, voting together as a single class.

With respect to Item 3. "Proposed Amendment To Articles Supplementary or
Certificate of Designation," assuming a quorum is present, (A) with respect to
the Maryland corporations, approval of the amendment to each Fund's Articles
Supplementary will require the affirmative vote of (i) a majority of the
outstanding shares of Capital Stock of the relevant Fund, voting together as a
single class, and (ii) a majority of the outstanding AMPS of the relevant Fund,
voting separately as a class; and (B) with respect to Massachusetts business
trusts, approval of the amendment to each Fund's Certificate of Designation will
require the affirmative vote of (i) a majority of the shares of Capital Stock of
the relevant Fund outstanding and entitled to vote, voting together as a single
class, and (ii) two-thirds of the AMPS of the relevant Fund outstanding and
entitled to vote, voting separately as a class.

Broker-dealer firms, including Merrill Lynch, Pierce, Fenner & Smith
Incorporated ("MLPF&S"), holding shares of each Fund 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 Funds understand that, under the rules of the New York Stock
Exchange, or the American Stock Exchange, as applicable, such broker-dealer
firms may, without instructions from their customers and clients, grant
authority to the proxies designated to vote on the election of Board members
(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. Broker-dealer firms,
including MLPF&S, will not be permitted to grant voting authority without
instructions with respect to amending the Articles Supplementary or Certificate
of Designation (Item 3). The Funds will include shares held of record by
broker-dealers as to which such authority has been granted in their tabulation
of the total number of votes present for purposes of determining whether the
necessary quorum of stockholders exists. Proxies that are returned to the Fund
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 vote shares held in its
name for which no instructions are received, except as limited by agreement or
applicable law, on Items 1 and 2 in the same proportion as the votes received
from beneficial owners of those shares for which instructions have been
received, whether or not held in nominee name. 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 (in the case of Maryland
corporations); however, abstentions and broker non-votes will have the same
effect as a vote against Item 3 (in the case of Maryland corporations) and as a
vote against Item 1, Item 2 and Item 3 (in the case of Massachusetts business
trusts).

Management knows of no other matters to be presented at the Meetings.
However, if other matters are presented for a vote at the Meetings or any
adjournments thereof, the proxy holders will vote the Shares and AMPS
represented by properly executed proxies according to their judgment on those
matters.

8
<PAGE> 13

ADDRESS OF INVESTMENT ADVISER

The principal office of FAM is located at 800 Scudders Mill Road,
Plainsboro, New Jersey 08536.

ANNUAL REPORT DELIVERY

Each Fund will furnish, without charge, a copy of its Annual Report for the
Fund's last fiscal year to any stockholder upon request. Such requests should be
directed to the applicable Fund, P.O. Box 9011, Princeton, New Jersey
08543-9011, Attention: Philip M. Mandel, or to 1-800-456-4587 ext. 123.

STOCKHOLDER PROPOSALS

If a stockholder of a Fund intends to present a proposal at the 2000 Annual
Meeting of Stockholders of that Fund, which is anticipated to be held in April
2000, 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 November 18, 1999.

By Order of the Boards
PHILIP M. MANDEL
Secretary of the Funds

Dated: March 18, 1999

9
<PAGE> 14

[This Page Intentionally Left Blank]
<PAGE> 15

EXHIBIT A

INFORMATION PERTAINING TO EACH FUND

- - GENERAL INFORMATION PERTAINING TO THE FUNDS

<TABLE>
<CAPTION>
DEFINED TERM FISCAL STATE OF
FUND USED IN EXHIBIT A YEAR END ORGANIZATION MEETING TIME
- ---- ----------------- --------------- ------------ ------------
<S> <C> <C> <C> <C>
MuniYield Arizona Fund, Inc. ... AZ Fund 10/31 MD 11:20 a.m.
MuniYield California Fund,
Inc........................... CA Fund 10/31 MD 11:40 a.m.
MuniYield California Insured
Fund, Inc..................... CA Ins. Fund 10/31 MD 12:00 p.m.
MuniYield California Insured
Fund II, Inc.................. CA Ins. Fund II 10/31 MD 12:20 p.m.
MuniYield Florida Fund.......... FL Fund 10/31 MA 12:40 p.m.
MuniYield Michigan Fund, Inc.... MI Fund 10/31 MD 1:00 p.m.
MuniYield New Jersey Fund,
Inc........................... NJ Fund 11/30 MD 1:20 p.m.
MuniYield New York Insured Fund,
Inc........................... NY Ins. Fund 10/31 MD 1:40 p.m.
MuniYield New York Insured Fund
II, Inc....................... NY Ins. Fund II 10/31 MD 2:00 p.m.
MuniVest Pennsylvania Insured
Fund.......................... PA Fund 10/31 MA 2:20 p.m.
</TABLE>

<TABLE>
<CAPTION>
SHARES OF CAPITAL STOCK
OUTSTANDING AS OF THE RECORD DATE
---------------------------------
FUND SHARES AMPS
- ---- ------------- --------
<S> <C> <C>
AZ Fund..................................................... 4,438,592 1,212
CA Fund..................................................... 21,125,423 5,600
CA Ins. Fund................................................ 16,502,769 4,000
CA Ins. Fund II............................................. 18,274,765 5,000
FL Fund..................................................... 7,977,825 2,200
MI Fund..................................................... 7,860,140 2,200
NJ Fund..................................................... 12,501,439 2,400
NY Ins. Fund................................................ 12,501,439 3,400
NY Ins. Fund II............................................. 26,668,886 6,960
PA Fund..................................................... 4,037,179 1,100
</TABLE>

A-1
<PAGE> 16

- - INFORMATION PERTAINING TO OFFICERS AND BOARD MEMBERS

<TABLE>
<CAPTION>
YEAR IN WHICH EACH NOMINEE BECAME A MEMBER OF THE BOARD
-----------------------------------------------------------------
FUND BODURTHA GLENN LONDON MARTIN MAY PEROLD ZEIKEL
- ---- -------- ----- ------ ------ ---- ------ ------
<S> <C> <C> <C> <C> <C> <C> <C>
AZ Fund......................... 1995 1999 1992 1993 1992 1992 1992
CA Fund......................... 1995 1999 1992 1993 1992 1992 1992
CA Ins. Fund.................... 1995 1999 1992 1993 1992 1992 1992
CA Ins. Fund II................. 1995 1999 1992 1993 1992 1992 1992
FL Fund......................... 1995 1999 1992 1993 1992 1992 1992
MI Fund......................... 1995 1999 1992 1993 1992 1992 1992
NJ Fund......................... 1995 1999 1992 1993 1992 1992 1992
NY Ins. Fund.................... 1995 1999 1992 1993 1992 1992 1992
NY Ins. Fund II................. 1995 1999 1992 1993 1992 1992 1992
PA Fund......................... 1995 1999 1992 1993 1992 1992 1992
</TABLE>

Set forth in the table below, with respect to each Fund, are the names of
the nominees to be elected by holders of AMPS, voting separately as a class, and
the names of the nominees to be elected by holders of shares of Capital Stock,
voting together as a single class.

<TABLE>
<CAPTION>
NOMINEES TO BE NOMINEES TO BE ELECTED BY
FUND ELECTED BY HOLDERS OF AMPS HOLDERS OF SHARES OF CAPITAL STOCK
- ---- ----------------------------------- ------------------------------------
<S> <C> <C> <C> <C>
AZ Fund............... Joseph L. May Andre F. Perold James H. Bodurtha Robert R. Martin
Terry K. Glenn Arthur Zeikel
Herbert I. London
CA Fund............... Joseph L. May Andre F. Perold James H. Bodurtha Robert R. Martin
Terry K. Glenn Arthur Zeikel
Herbert I. London
CA Ins. Fund.......... Joseph L. May Andre F. Perold James H. Bodurtha Robert R. Martin
Terry K. Glenn Arthur Zeikel
Herbert I. London
CA Ins. Fund II....... Joseph L. May Andre F. Perold James H. Bodurtha Robert R. Martin
Terry K. Glenn Arthur Zeikel
Herbert I. London
FL Fund............... Joseph L. May Andre F. Perold James H. Bodurtha Robert R. Martin
Terry K. Glenn Arthur Zeikel
Herbert I. London
NJ Fund............... Joseph L. May Andre F. Perold James H. Bodurtha Robert R. Martin
Terry K. Glenn Arthur Zeikel
Herbert I. London
MI Fund............... Joseph L. May Andre F. Perold James H. Bodurtha Robert R. Martin
Terry K. Glenn Arthur Zeikel
Herbert I. London
NY Ins. Fund.......... Joseph L. May Andre F. Perold James H. Bodurtha Robert R. Martin
Terry K. Glenn Arthur Zeikel
Herbert I. London
NY Ins. Fund II....... Joseph L. May Andre F. Perold James H. Bodurtha Robert R. Martin
Terry K. Glenn Arthur Zeikel
Herbert I. London
PA Fund............... James H. Bodurtha Joseph L. May Terry K. Glenn Andre F. Perold
Herbert I. London Arthur Zeikel
Robert R. Martin
</TABLE>

A-2
<PAGE> 17

Set forth in the table below is information regarding board and committee
meetings held and the aggregate fees and expenses paid by the Fund to
non-affiliated Board members during each Fund's most recently completed fiscal
year.

<TABLE>
<CAPTION>
BOARD AUDIT COMMITTEE
--------------------------------- --------------------------------- AGGREGATE
# MEETINGS ANNUAL PER MEETING # MEETINGS ANNUAL PER MEETING FEES AND
FUND HELD* FEE($) FEE($)** HELD FEE($) FEE($)** EXPENSES($)
- ---- ---------- ------ ----------- ---------- ------ ----------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
AZ Fund................... 7 2,500 250 4 500 125 22,803
CA Fund................... 8 2,500 250 4 500 125 23,062
CA Ins. Fund.............. 8 2,500 250 4 500 125 23,033
CA Ins. Fund II........... 8 2,500 250 4 500 125 23,050
FL Fund................... 8 2,500 250 4 500 125 22,915
MI Fund................... 8 2,500 250 4 500 125 22,915
NJ Fund................... 8 2,500 250 4 500 125 23,089
NY Ins. Fund.............. 8 2,500 250 4 500 125 23,033
NY Ins. Fund II........... 8 2,500 250 4 500 125 23,221
PA Fund................... 7 2,500 250 4 500 125 23,045
</TABLE>

- ---------------
* Includes meetings held via teleconferencing equipment.

** The fee is payable for each meeting attended in person. A fee is not paid for
telephonic meetings.

Set forth in the table below is information regarding compensation paid by
the Fund to the non-affiliated Board members for the most recently completed
fiscal year.

<TABLE>
<CAPTION>
COMPENSATION FROM FUND($)+
-----------------------------------------------
FUND BODURTHA LONDON MARTIN MAY PEROLD
- ---- -------- ------ ------ ----- ------
<S> <C> <C> <C> <C> <C>
AZ Fund......................................... 4,500 4,500 4,500 4,500 4,500
CA Fund......................................... 4,500 4,500 4,500 4,500 4,500
CA Ins. Fund.................................... 4,500 4,500 4,500 4,500 4,500
CA Ins. Fund II................................. 4,500 4,500 4,500 4,500 4,500
FL Fund......................................... 4,500 4,500 4,500 4,500 4,500
MI Fund......................................... 4,500 4,500 4,500 4,500 4,500
NJ Fund......................................... 4,500 4,500 4,500 4,500 4,500
NY Ins. Fund.................................... 4,500 4,500 4,500 4,500 4,500
NY Ins. Fund II................................. 4,500 4,500 4,500 4,500 4,500
PA Fund......................................... 4,500 4,500 4,500 4,500 4,500
</TABLE>

- ---------------

+ No pension or retirement benefits are accrued as part of Fund expenses.

A-3
<PAGE> 18

Set forth in the table below is information regarding the aggregate
compensation paid by all registered investment companies advised by FAM and its
affiliate, MLAM ("FAM/MLAM Advised Funds"), to the non-affiliated Board members
for the year ended December 31, 1999.

<TABLE>
<CAPTION>
AGGREGATE COMPENSATION FROM FUND AND OTHER
NAME OF BOARD MEMBER FAM/MLAM ADVISED FUNDS PAID TO BOARD MEMBERS($)(1)
- -------------------- --------------------------------------------------
<S> <C>
James H. Bodurtha............................... 163,500
Herbert I. London............................... 163,500
Robert R. Martin................................ 163,500
Joseph L. May................................... 163,500
Andre F. Perold................................. 163,500
</TABLE>

- ---------------
(1) The Directors serve on the boards of FAM/MLAM Advised Funds as follows: Mr.
Bodurtha (28 registered investment companies consisting of 46 portfolios);
Mr. London (28 registered investment companies consisting of 46 portfolios);
Mr. Martin (28 registered investment companies consisting of 46 portfolios);
Mr. May (28 registered investment companies consisting of 46 portfolios);
and Mr. Perold (28 registered investment companies consisting of 46
portfolios).

A-4
<PAGE> 19

Set forth in the table below is information about the officers of each of
the Funds.

<TABLE>
<CAPTION>
OFFICER SINCE
-------------------------------------------------
AZ CA CA INS. CA INS. FL MI
NAME AND BIOGRAPHY AGE OFFICE FUND FUND FUND FUND II FUND FUND
- ------------------ --- -------------- ----- ----- ------- ------- ----- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Terry K. Glenn...................................... 58 President 1992* 1992* 1992* 1992* 1992* 1992*
Executive Vice President of MLAM and FAM since
1983; Executive Vice President and Director of
Princeton Services since 1993; President of
Princeton Funds Distributor, Inc. ("PFD") since
1986 and Director thereof since 1991; President of
Princeton Administrators, L.P. since 1988.
Vincent R. Giordano................................. 54 Senior Vice 1992 1992 1992 1992 1992 1992
Senior Vice President of FAM and MLAM since 1984; President
Portfolio Manager of FAM and MLAM since 1977;
Senior Vice President of Princeton Services since
1993.
Kenneth A. Jacob.................................... 48 Vice President 1992 1992 1992 1992 1992 1992
First Vice President of MLAM since 1997; Vice
President of MLAM from 1984 to 1997; Vice
President of FAM since 1984.
Donald C Burke...................................... 38 Vice President 1993 1993 1993 1993 1993 1993
Senior Vice President and Treasurer of MLAM and Treasurer 1999 1999 1999 1999 1999 1999
FAM since 1999; Senior Vice President and
Treasurer of Princeton Services since 1999; Vice
President of PFD since 1999; First Vice President
of MLAM from 1997 to 1999; Vice President of MLAM
from 1990 to 1997; Director of Taxation of MLAM
since 1990.
William R. Bock..................................... 63 Vice President -- -- -- -- -- --
Vice President of MLAM since 1989.
Robert A. DiMella, CFA.............................. 32 Vice President -- -- -- -- 1995 --
Vice President of MLAM since 1997; Assistant
Portfolio Manager of MLAM from 1993 to 1995.
Hugh T. Hurley, III................................. 34 Vice President 1995 -- -- -- -- --
Vice President of MLAM since 1993.
Theodore R. Jaeckel, Jr. ........................... 39 Vice President -- -- -- -- -- --
Director (Municipal Tax-Exempt Fund Management) of
MLAM since 1997; Vice President of MLAM from 1991
to 1997.
Walter C. O'Connor.................................. 37 Vice President -- 1995 -- -- -- --
Director (Municipal Tax-Exempt Fund Management) of
MLAM since 1997; Vice President of MLAM from 1993
to 1997; Assistant Vice President of MLAM from
1991 to 1997.
Roberto W. Roffo.................................... 33 Vice President -- 1995 1995 -- -- --
Vice President of MLAM since 1996 and a Portfolio
Manager thereof since 1992.
Fred K. Stuebe...................................... 48 Vice President -- -- -- -- -- 1995
Vice President of MLAM since 1989.
Philip M. Mandel.................................... 51 Secretary 1997 1997 1997 1997 1997 1997
First Vice President of MLAM since 1997; Assistant
General Counsel of MLPF&S from 1989 to 1997.

<CAPTION>
OFFICER SINCE
---------------------------------
NJ NY INS. NY INS. PA
NAME AND BIOGRAPHY FUND FUND FUND II FUND
- ------------------ ----- ------- ------- -----
<S> <C> <C> <C> <C>
Terry K. Glenn...................................... 1992* 1992* 1992* 1992*
Executive Vice President of MLAM and FAM since
1983; Executive Vice President and Director of
Princeton Services since 1993; President of
Princeton Funds Distributor, Inc. ("PFD") since
1986 and Director thereof since 1991; President of
Princeton Administrators, L.P. since 1988.
Vincent R. Giordano................................. 1992 1992 1992 1992
Senior Vice President of FAM and MLAM since 1984;
Portfolio Manager of FAM and MLAM since 1977;
Senior Vice President of Princeton Services since
1993.
Kenneth A. Jacob.................................... 1992 1992 1992 1992
First Vice President of MLAM since 1997; Vice
President of MLAM from 1984 to 1997; Vice
President of FAM since 1984.
Donald C Burke...................................... 1993 1993 1993 1993
Senior Vice President and Treasurer of MLAM and 1999 1999 1999 1999
FAM since 1999; Senior Vice President and
Treasurer of Princeton Services since 1999; Vice
President of PFD since 1999; First Vice President
of MLAM from 1997 to 1999; Vice President of MLAM
from 1990 to 1997; Director of Taxation of MLAM
since 1990.
William R. Bock..................................... -- -- -- 1997
Vice President of MLAM since 1989.
Robert A. DiMella, CFA.............................. -- -- -- --
Vice President of MLAM since 1997; Assistant
Portfolio Manager of MLAM from 1993 to 1995.
Hugh T. Hurley, III................................. -- -- -- --
Vice President of MLAM since 1993.
Theodore R. Jaeckel, Jr. ........................... 1997 -- -- --
Director (Municipal Tax-Exempt Fund Management) of
MLAM since 1997; Vice President of MLAM from 1991
to 1997.
Walter C. O'Connor.................................. 1996 -- --
Director (Municipal Tax-Exempt Fund Management) of
MLAM since 1997; Vice President of MLAM from 1993
to 1997; Assistant Vice President of MLAM from
1991 to 1997.
Roberto W. Roffo.................................... -- -- -- --
Vice President of MLAM since 1996 and a Portfolio
Manager thereof since 1992.
Fred K. Stuebe...................................... -- -- -- --
Vice President of MLAM since 1989.
Philip M. Mandel.................................... 1997 1997 1997 1997
First Vice President of MLAM since 1997; Assistant
General Counsel of MLPF&S from 1989 to 1997.
</TABLE>

* Mr. Glenn was elected President of each Fund in 1999. Prior to that he served
as Executive Vice President of each Fund.

A-5
<PAGE> 20

Set forth in the table below is information about each Fund's outstanding
AMPS.

<TABLE>
<CAPTION>
CREATED UNDER ARTICLES
FUND SERIES OF AMPS SUPPLEMENTARY*
- ---- ------------------------ ------------------------
<S> <C> <C>
AZ Fund A Dated November 29, 1993
B Dated March 23, 1995

CA Fund A, B Dated April 6, 1992
C Dated February 2, 1998

CA Ins. Fund A, B Dated September 11, 1992

CA Ins. Fund II A, B Dated November 28, 1992
C Dated January 21, 1997

FL Fund No designation Dated April 6, 1992*

MI Fund No designation Dated April 6, 1992

NJ Fund No designation Dated June 24, 1992

NY Ins. Fund A, B Dated April 6, 1992

NY Ins. Fund II A Dated September 11, 1992
B, C Dated January 21, 1997
D Dated February 2, 1998

PA Fund No designation Dated August 30, 1993*
</TABLE>

- ---------------
* FL Fund and PA Fund are Massachusetts business trusts. The charter document
creating AMPS is called a Certificate of Designation.

A-6
<PAGE> 21

EXHIBIT B-1

PROPOSED AMENDMENT TO ARTICLES SUPPLEMENTARY OF:

MUNIYIELD ARIZONA FUND, INC. SERIES A
MUNIYIELD CALIFORNIA FUND, INC. SERIES A AND B
MUNIYIELD CALIFORNIA INSURED FUND, INC. SERIES A AND B
MUNIYIELD CALIFORNIA INSURED FUND II, INC. SERIES A AND B
MUNIYIELD MICHIGAN FUND, INC.
MUNIYIELD NEW JERSEY FUND, INC.
MUNIYIELD NEW YORK INSURED FUND, INC. SERIES A AND B
MUNIYIELD NEW YORK INSURED FUND II, INC. SERIES A

Section 5(c) of the Articles Supplementary is revised to read as follows
(the bold face text indicates language added; brackets indicate language
deleted):

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 [, or increase the authorized or issued
amount of,] any class or series of stock ranking prior to THE AMPS or [on a
parity with] any OTHER series of Preferred Stock with respect to payment of
dividends or the distribution of assets on liquidation, [or increase the
authorized amount of AMPS or any other Preferred Stock] 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 10 Business Days prior to any such vote described in clause
(i) or (ii). Unless a higher percentage is provided for 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.

B-1
<PAGE> 22

EXHIBIT B-2

PROPOSED AMENDMENT TO ARTICLES SUPPLEMENTARY OF:

MUNIYIELD ARIZONA FUND, INC. SERIES B

Section 5(c) of the Articles Supplementary is revised to read as follows
(the bold face text indicates language added; brackets indicate language
deleted):

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 [(other than the AMPS authorized hereby), or
increase the authorized or issued aggregate stated capital amount (other
than the AMPS authorized hereby) of,] any class or series of stock ranking
prior to THE AMPS or [on a parity with] any OTHER series of Preferred Stock
with respect to payment of dividends or the distribution of assets on
liquidation, [or increase the authorized amount of AMPS or any other
Preferred Stock] 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 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.

B-2
<PAGE> 23

EXHIBIT B-3

PROPOSED AMENDMENT TO ARTICLES SUPPLEMENTARY OF:

MUNIYIELD CALIFORNIA INSURED FUND II, INC. SERIES C
MUNIYIELD NEW YORK INSURED FUND II, INC. SERIES B AND C

Section 5(c) of the Articles Supplementary is revised to read as follows
(the bold face text indicates language added; brackets indicate language
deleted):

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 [(other than with respect to the issuance of
AMPS authorized hereby), or increase the authorized or issued aggregate
stated capital amount of (other than with respect to the issuance of AMPS
authorized hereby),] any class or series of stock ranking prior to THE AMPS
or [on a parity with] any OTHER series of Preferred Stock with respect to
payment of dividends or the distribution of assets on liquidation, [or
increase the authorized aggregate stated capital amount of AMPS or any
other Preferred Stock] 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 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.

B-3
<PAGE> 24

EXHIBIT B-4

PROPOSED AMENDMENT TO ARTICLES SUPPLEMENTARY OF:

MUNIYIELD CALIFORNIA FUND, INC. SERIES C
MUNIYIELD NEW YORK INSURED FUND II, INC. SERIES D

Section 5(c) of the Articles Supplementary is revised to read as follows
(the bold face text indicates language added; brackets indicate language
deleted):

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 [(other than with respect to the issuance of
AMPS authorized hereby), or increase the authorized or issued aggregate
stated capital amount of (other than with respect to the issuance of AMPS
authorized hereby),] any class or series of stock ranking prior to THE AMPS
or [on a parity with] any OTHER series of Preferred Stock with respect to
payment of dividends or the distribution of assets on liquidation, [or
increase the authorized aggregate stated capital amount of AMPS or any
other Preferred Stock] 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 or Other 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 or Other AMPS differently than those of a Holder
of shares of any other series of AMPS or Other AMPS without the affirmative
vote of the holders of at least a majority of the shares of AMPS or Other
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 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.

B-4
<PAGE> 25

EXHIBIT B-5

PROPOSED AMENDMENT TO CERTIFICATE OF DESIGNATION OF:

MUNIVEST PENNSYLVANIA INSURED FUND

Section 5(c) of the Certificate of Designation is revised to read as
follows (the bold face text indicates language added; brackets indicate language
deleted):

Right to Vote with Respect to Certain Other Matters. So long as any
shares of AMPS are outstanding, the Trust shall not, without the
affirmative vote of the holders of a majority of the Preferred Shares
Outstanding at the time, voting separately as one class: (i) authorize,
create or issue [, or increase the authorized or issued amount of,] any
class or series of shares ranking prior to THE AMPS or [on a parity with]
any OTHER series of Preferred Shares with respect to payment of dividends
or the distribution of assets on liquidation, [or increase the authorized
amount of AMPS or any other Preferred Shares] PROVIDED HOWEVER THAT THE
BOARD OF TRUSTEES, WITHOUT THE VOTE OR CONSENT OF THE HOLDERS OF AMPS, MAY
FROM TIME TO TIME INCREASE THE AMOUNT OF AUTHORIZED AND ISSUED SHARES OF
ANY SERIES OF AMPS OR ANY OTHER SERIES OF PREFERRED SHARES RANKING ON A
PARITY WITH AMPS WITH RESPECT TO THE PAYMENT OF DIVIDENDS, OR THE
DISTRIBUTION OF ASSETS UPON DISSOLUTION, LIQUIDATION OR WINDING UP THE
AFFAIRS OF THE TRUST THEN OUTSTANDING AND ISSUE SUCH SHARES, or (ii) amend,
alter or repeal the provisions of the Declaration, whether by merger,
consolidation or otherwise, so as to adversely affect any of the contract
rights expressly set forth in the Declaration of holders of shares of AMPS
or any other Preferred Shares, PROVIDED HOWEVER THAT THE AMENDMENT OF THE
DECLARATION SOLELY TO INCORPORATE AN INCREASE IN THE AMOUNT OF ANY SERIES
OF AMPS OR PREFERRED SHARES AND THE TERMS OF ISSUANCE THEREOF, AS PERMITTED
BY SUBSECTION (I) OF THIS SUBPARAGRAPH (C) SHALL NOT BE DEEMED TO ADVERSELY
AFFECT ANY OF THE CONTRACT RIGHTS EXPRESSLY SET FORTH IN THE DECLARATION OF
HOLDERS OF SHARES OF AMPS OR ANY OTHER PREFERRED SHARES. To the extent
permitted under the 1940 Act, in the event shares of more than one series
of AMPS are outstanding, the Trust 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 Declaration 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 Trust 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 under the Declaration, the affirmative vote of the holders
of a majority of the outstanding Preferred Shares, 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 Preferred Shares,
including AMPS, described above will in each case be in addition to a
separate vote of the requisite percentage of Common Shares and Preferred
Shares, including AMPS, voting together as a single class necessary to
authorize the action in question.

B-5
<PAGE> 26

EXHIBIT B-6

PROPOSED AMENDMENT TO CERTIFICATE OF DESIGNATION OF:

MUNIYIELD FLORIDA FUND

Section 5(c) of the Certificate of Designation is revised to read as
follows (the bold face text indicates language added; brackets indicate language
deleted):

Right to Vote with Respect to Certain Other Matters. So long as any
shares of AMPS are outstanding, the Trust shall not, without the
affirmative vote of the holders of a majority of the Preferred Shares
Outstanding at the time, voting separately as one class: (i) authorize,
create or issue [, or increase the authorized or issued amount of,] any
class or series of shares of beneficial interest ranking prior to THE AMPS
or [on a parity with] any OTHER series of Preferred Shares with respect to
payment of dividends or the distribution of assets on liquidation, [or
increase the authorized amount of AMPS or any other Preferred Shares]
PROVIDED HOWEVER THAT THE BOARD OF TRUSTEES, WITHOUT THE VOTE OR CONSENT OF
THE HOLDERS OF AMPS, MAY FROM TIME TO TIME INCREASE THE AMOUNT OF
AUTHORIZED AND ISSUED SHARES OF ANY SERIES OF AMPS OR ANY OTHER SERIES OF
PREFERRED SHARES RANKING ON A PARITY WITH AMPS WITH RESPECT TO THE PAYMENT
OF DIVIDENDS, OR THE DISTRIBUTION OF ASSETS UPON DISSOLUTION, LIQUIDATION
OR WINDING UP THE AFFAIRS OF THE TRUST THEN OUTSTANDING AND ISSUE SUCH
SHARES, or (ii) amend, alter or repeal the provisions of the Declaration,
whether by merger, consolidation or otherwise, so as to adversely affect
any of the contract rights expressly set forth in the Declaration of
holders of shares of AMPS or any other Preferred Shares, PROVIDED HOWEVER
THAT THE AMENDMENT OF THE DECLARATION SOLELY TO INCORPORATE AN INCREASE IN
THE AMOUNT OF ANY SERIES OF AMPS OR PREFERRED SHARES AND THE TERMS OF
ISSUANCE THEREOF, AS PERMITTED BY SUBSECTION (I) OF THIS SUBPARAGRAPH (C)
SHALL NOT BE DEEMED TO ADVERSELY AFFECT ANY OF THE CONTRACT RIGHTS
EXPRESSLY SET FORTH IN THE DECLARATION OF HOLDERS OF SHARES OF AMPS OR ANY
OTHER PREFERRED SHARES. To the extent permitted under the 1940 Act, in the
event shares of AMPS are issued in more than one series, the Trust 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
Declaration 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 Trust
shall notify Moody's and S&P 10 Business Days prior to any such vote
described in clause (i) or (ii). Unless a higher percentage is provided for
under the Declaration, the affirmative vote of the holders of a majority of
the outstanding Preferred Shares, 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 Preferred Shares, including AMPS,
described above will in each case be in addition to a separate vote of the
requisite percentage of Common Shares and Preferred Shares, including AMPS,
voting together as a single class necessary to authorize the action in
question.

B-6
<PAGE> 27
________________________________________________________________________________

COMMON SHARES

MUNIVEST PENNSYLVANIA INSURED FUND
P.O. Box 9011
PRINCETON, NEW JERSEY 08543-9011

P R O X Y

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES

The undersigned hereby appoints Arthur Zeikel, Terry K. Glenn and Philip M.
Mandel 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 Common Shares of MuniVest Pennsylvania Insured Fund (the "Fund")
held of record by the undersigned on February 24, 1999 at the annual meeting of
shareholders of the Fund to be held on April 21, 1999 or any adjournment
thereof.

THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL
BE VOTED FOR PROPOSALS 1, 2 AND 3.

By signing and dating the reverse side of this card, you authorize the
proxies to vote each proposal as marked, or if not marked, to vote "FOR" each
proposal, and to use their discretion to vote for any other matter as may
properly come before the meeting or any adjournment thereof. If you do not
intend to personally attend the meeting, please complete and return this card
at once in the enclosed envelope.

(Continued and to be signed on the reverse side)
________________________________________________________________________________

________________________________________________________________________________

Please mark boxes [blacked in box] or /X/ in blue or black ink.

1. ELECTION OF TRUSTEES

FOR all nominees listed below
(except as marked to the contrary below) / /

WITHHOLD AUTHORITY
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.)

Terry K. Glenn, Herbert I. London, Robert R. Martin, Andre F. Perold 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. Proposal to approve an amendment to
the Certificate of Designation
of the Fund. FOR / / AGAINST / / ABSTAIN / /

4. 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: ___________________________________, 1999

X ______________________________________________
Signature

X ______________________________________________
Signature, if held jointly

SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE.
______________________________________________________________________________
<PAGE> 28
_______________________________________________________________________________

AUCTION MARKET
PREFERRED SHARES
MUNIVEST PENNSYLVANIA INSURED FUND
P.O. Box 9011
PRINCETON, NEW JERSEY 08543-9011

P R O X Y

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES

The undersigned hereby appoints Arthur Zeikel, Terry K. Glenn and Philip M.
Mandel 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 Auction Market Preferred Shares of MuniVest Pennsylvania Insured
Fund (the "Fund") held of record by the undersigned on February 24, 1999 at the
annual meeting of shareholders of the Fund to be held on April 21, 1999 or any
adjournment thereof.

THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL
BE VOTED FOR PROPOSALS 1, 2 AND 3.

(Continued and to be signed on the reverse side)
________________________________________________________________________________

________________________________________________________________________________

Please mark boxes [blacked in box] or /X/ in blue or black ink.

1. ELECTION OF TRUSTEES

FOR all nominees listed below
(except as marked to the contrary below) / /

WITHHOLD AUTHORITY
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.)

James H. Bodurtha, Terry K. Glenn, Herbert I. London, Robert R. Martin,
Joseph L. May, Andre F. Perold 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. Proposal to approve an amendment to
the Certificate of Designation
of the Fund. FOR / / AGAINST / / ABSTAIN / /

4. In the discretion of such proxies,
upon such other business as may
properly come before the meeting
or any adjournment thereof.

Dated: ___________________________________, 1999

X ______________________________________________
Signature

X ______________________________________________
Signature, if held jointly

SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE.
______________________________________________________________________________
<PAGE> 29
________________________________________________________________________________

COMMON STOCK

MUNIYIELD ARIZONA FUND, INC.
P.O. Box 9011
PRINCETON, NEW JERSEY 08543-9011

P R O X Y

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby appoints Arthur Zeikel, Terry K. Glenn and Philip M.
Mandel 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 Common Stock of MuniYield Arizona Fund, Inc. (the "Fund")
held of record by the undersigned on February 24, 1999 at the annual meeting of
stockholders of the Fund to be held on April 21, 1999 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, 2 AND 3.

(Continued and to be signed on the reverse side)
________________________________________________________________________________

________________________________________________________________________________

Please mark boxes [blacked in box] or /X/ in blue or black ink.

1. ELECTION OF DIRECTORS

FOR all nominees listed below
(except as marked to the contrary below) / /

WITHHOLD AUTHORITY
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.)

James H. Bodurtha, Terry K. Glenn, Herbert I. London, Robert R. Martin 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. Proposal to approve an amendment to
the Articles Supplementary of
the Fund. FOR / / AGAINST / / ABSTAIN / /

4. 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: ___________________________________, 1999

X ______________________________________________
Signature

X ______________________________________________
Signature, if held jointly

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

<PAGE> 30

________________________________________________________________________________

AUCTION MARKET
PREFERRED STOCK
MUNIYIELD ARIZONA FUND, INC.
P.O. Box 9011
PRINCETON, NEW JERSEY 08543-9011

P R O X Y

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby appoints Arthur Zeikel, Terry K. Glenn and Philip M.
Mandel 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 Auction Market Preferred Stock of MuniYield Arizona Fund, Inc.
(the "Fund") held of record by the undersigned on February 24, 1999 at the
annual meeting of stockholders of the Fund to be held on April 21, 1999 or any
adjournment thereof.