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

MUNIYIELD MICHIGAN 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)

MUNIVEST FLORIDA FUND
MUNIVEST MICHIGAN INSURED FUND, INC.
MUNIVEST NEW JERSEY FUND, INC.
MUNIYIELD FLORIDA INSURED FUND
MUNI YIELD PENNSYLVANIA FUND
MUNIYIELD NEW JERSEY INSURED FUND, INC.
MUNIYIELD MICHIGAN INSURED FUND, 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:
- --------------------------------------------------------------------------------
| | Fee paid previously with preliminary materials.
<PAGE> 2
- --------------------------------------------------------------------------------
| | 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:
- --------------------------------------------------------------------------------

<PAGE> 3

MUNIVEST FLORIDA FUND

MUNIVEST MICHIGAN INSURED FUND, INC.

MUNIVEST NEW JERSEY FUND, INC.

MUNIYIELD FLORIDA INSURED FUND

MUNIYIELD PENNSYLVANIA FUND

MUNIYIELD NEW JERSEY INSURED FUND, INC.

MUNIYIELD MICHIGAN INSURED FUND, 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 contact our proxy solicitor,
Shareholder Communications Corporation at 1-800-645-4519.

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

Sincerely,

PATRICK D. SWEENEY

<PAGE> 4

MUNIVEST FLORIDA FUND

MUNIVEST MICHIGAN INSURED FUND, INC.

MUNIVEST NEW JERSEY FUND, INC.

MUNIYIELD FLORIDA INSURED FUND

MUNIYIELD PENNSYLVANIA FUND

MUNIYIELD NEW JERSEY INSURED FUND, INC.

MUNIYIELD MICHIGAN INSURED FUND, 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/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 MuniVest New Jersey Fund, Inc. and MuniYield Michigan Insured Fund,
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 for each of MuniVest
New Jersey Fund, Inc. and MuniYield Michigan Insured Fund, 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 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.
<PAGE> 5

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 the respective Fund.

By Order of the Boards of Directors
and Trustees

PATRICK D. SWEENEY

Secretary of the Funds

Plainsboro, New Jersey

Dated: March 18, 1999

<PAGE> 6

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

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

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 (hereinafter the
"Directors") 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 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.

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.
<PAGE> 7

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 in Exhibit A 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 six (6) persons designated in Exhibit A 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.

2
<PAGE> 8

<TABLE>
<CAPTION>
PRINCIPAL OCCUPATIONS
DURING PAST FIVE YEARS
NAME AND ADDRESS OF NOMINEE AGE AND PUBLIC DIRECTORSHIPS(1)
- ------------------------------------------- --- -------------------------------------------
<S> <C> <C>
Edward H. Meyer(l)(2)(3)................... 72 President of Grey Advertising, Inc. since
Grey Advertising, Inc. 1968, Chief Executive Officer since 1970
777 Third Avenue and Chairman of the Board of Directors
New York, New York 10017 since 1972; Director of The May Department
Stores Company, Bowne & Co., Inc.
(financial printers), Ethan Allen
Interiors, Inc. and Harman International
Industries, Inc.
Jack B. Sunderland(l)(2)(3)................ 70 President and Director of American
P. O. Box 7 Independent Oil Company, Inc. (an energy
West Cornwall, Connecticut 06796 company) since 1987; Member of Council on
Foreign Relations since 1971.
J. Thomas Touchton(l)(2)(3)................ 60 Managing Partner of The Witt-Touchton
The Witt-Touchton Company Company and its predecessor, The Witt Co.
Suite 3405 (a private investment partnership) since
One Tampa City Center 1972; Trustee Emeritus of Washington and
201 North Franklin Street Lee University; Director of TECO Energy,
Tampa, Florida 33602 Inc. (an electric utility holding company).
Fred G. Weiss(l)(2)(3)..................... 57 Managing Director of FGW Associates since
16450 Maddalena Place 1997; Vice President, Planning, Investment
Delray Beach, Florida 33446 and Development of Warner Lambert Co. from
1979 to 1997.
Arthur Zeikel(1)(3)*....................... 66 Chairman of FAM and of MLAM (which terms as
P.O. 300 Woodland Avenue used herein include their corporate
Westfield, New Jersey 07090 predecessors) since 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" in Exhibit A.
(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.

3
<PAGE> 9

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. 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 reporting his election as a Senior Vice President of FAM, which report
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 Funds 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 attendance at
such meetings. Information with respect to fees and expenses paid to the
non-affiliated Directors 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>
NO. OF SHARES
NOMINEE FUND AND CLASS OF SHARES HELD
------- ------------------------ -------------
<S> <C> <C>
Terry K. Glenn.................... MuniYield Pennsylvania Fund -- Common Shares 33,796
</TABLE>

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.

4
<PAGE> 10

ITEM 2. RATIFICATION OF SELECTION OF INDEPENDENT AUDITORS

The Board of each Fund (other than MuniVest New Jersey Fund, Inc. and
MuniYield Michigan Insured Fund, 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 Boards of MuniVest New
Jersey Fund, Inc. and MuniYield Michigan Insured Fund, Inc., including a
majority of the Board members who are not interested persons of MuniVest New
Jersey Fund, Inc. or MuniYield Michigan Insured Fund, Inc., have selected Ernst
& Young LLP ("E&Y"), independent auditors, to examine the financial statements
of MuniVest New Jersey Fund, Inc. and MuniYield Michigan Insured Fund, 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 MuniVest New
Jersey Fund, Inc. and MuniYield Michigan Insured Fund, 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.

ITEM 3. PROPOSED AMENDMENT TO ARTICLES SUPPLEMENTARY

OR CERTIFICATE OF DESIGNATION

At meetings held February 3, 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) is attached to this Proxy Statement as
Exhibit B-1 for the Maryland corporations and as Exhibit B-2 for the
Massachusetts business trusts. 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 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.

5
<PAGE> 11

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 authorize a Fund to issue
additional AMPS in order to maintain each 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 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 and the 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 the
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 and under Massachusetts law with respect
to Massachusetts business trusts.

6
<PAGE> 12

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 the independent
auditors 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 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 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 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 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 Funds,
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) vote of two-thirds of the AMPS of the relevant Fund outstanding
and entitled to vote, voting separately as a class.

7
<PAGE> 13

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, 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 special
meeting. However, if other matters are presented for a vote at the meeting or
any adjournments thereof, the proxy holders will vote the shares represented by
properly executed proxies according to their judgment on those matters.

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: Patrick D. Sweeney, 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 13, 1999.

By Order of the Board

PATRICK D. SWEENEY

Secretary of the Funds

Dated: March 18, 1999

8
<PAGE> 14

[This Page Intentionally Left Blank]

9
<PAGE> 15

EXHIBIT A

INFORMATION PERTAINING TO EACH FUND

- - GENERAL INFORMATION PERTAINING TO THE FUNDS

<TABLE>
<CAPTION>
DEFINED TERM STATE OF
FUND USED IN EXHIBIT A FISCAL YEAR END ORGANIZATION MEETING TIME
---- ----------------- --------------- ------------ ------------
<S> <C> <C> <C> <C>
MuniVest Florida Fund........... MV FL Fund 10/31 MA 9:00 a.m.
MuniVest Michigan Insured Fund,
Inc........................... MV MI Ins. Fund 10/31 MD 9:15 a.m.
MuniVest New Jersey Fund,
Inc........................... MV NJ Fund 10/31 MD 9:30 a.m.
MuniYield Florida Insured
Fund.......................... MY FL Ins. Fund 10/31 MA 10:00 a.m.
MuniYield Pennsylvania Fund..... MY PA Fund 10/31 MA 10:15 a.m.
MuniYield New Jersey Insured
Fund, Inc..................... MY NJ Ins. Fund 10/31 MD 10:30 a.m.
MuniYield Michigan Insured Fund,
Inc........................... MY MI Ins. Fund 10/31 MD 10:45 a.m.
</TABLE>

<TABLE>
<CAPTION>
SHARES OF CAPITAL STOCK
OUTSTANDING AS OF THE RECORD DATE
----------------------------------
FUND SHARES AMPS
---- ------------ --------
<S> <C> <C>
MV FL Fund.................................................. 5,988,782 1,600
MV MI Ins. Fund............................................. 7,387,697 2,000
MV NJ Fund.................................................. 5,519,681 1,500
MY FL Ins. Fund............................................. 8,418,575 2,400
MY PA Fund.................................................. 5,867,566 1,600
MY NJ Ins. Fund............................................. 8,563,497 2,240
MY MI Ins. Fund............................................. 7,421,896 2,000
</TABLE>

- - INFORMATION PERTAINING TO OFFICERS AND BOARD MEMBERS

<TABLE>
<CAPTION>
YEAR IN WHICH EACH NOMINEE BECAME A MEMBER OF THE BOARD
---------------------------------------------------------------------
FUND CECIL CRUM GLENN MEYER SUNDERLAND TOUCHTON WEISS ZEIKEL
- ---- ----- ---- ----- ----- ---------- -------- ----- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
MV FL Fund........................... 1993 1993 1999 1993 1993 1993 1998 1993
MV MI Ins. Fund...................... 1993 1993 1999 1993 1993 1993 1998 1993
MV NJ Fund........................... 1993 1993 1999 1993 1993 1993 1998 1993
MY FL Ins. Fund...................... 1992 1992 1999 1992 1992 1992 1998 1992
MY PA Fund........................... 1992 1992 1999 1992 1992 1992 1998 1992
MY NJ Ins. Fund...................... 1992 1992 1999 1992 1992 1992 1998 1992
MY MI Ins. Fund...................... 1992 1992 1999 1992 1992 1992 1998 1992
</TABLE>

A-1
<PAGE> 16

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 and AMPS, 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 AND AMPS
- ---- ---------------------------- --------------------------------------
<S> <C> <C> <C> <C>
MV FL Fund.............. Donald Cecil M. Colyer Crum Terry K. Glenn J. Thomas Touchton
Edward H. Meyer Fred G. Weiss
Jack B. Sunderland Arthur Zeikel
MV MI Ins. Fund......... Donald Cecil M. Colyer Crum Terry K. Glenn J. Thomas Touchton
Edward H. Meyer Fred G. Weiss
Jack B. Sunderland Arthur Zeikel
MV NJ Fund.............. Donald Cecil M. Colyer Crum Terry K. Glenn J. Thomas Touchton
Edward H. Meyer Fred G. Weiss
Jack B. Sunderland Arthur Zeikel
MY FL Ins. Fund......... Donald Cecil M. Colyer Crum Terry K. Glenn J. Thomas Touchton
Edward H. Meyer Fred G. Weiss
Jack B. Sunderland Arthur Zeikel
MY PA Fund.............. Donald Cecil M. Colyer Crum Terry K. Glenn J. Thomas Touchton
Edward H. Meyer Fred G. Weiss
Jack B. Sunderland Arthur Zeikel
MY NJ Ins. Fund......... Donald Cecil M. Colyer Crum Terry K. Glenn J. Thomas Touchton
Edward H. Meyer Fred G. Weiss
Jack B. Sunderland Arthur Zeikel
MY MI Ins. Fund......... Donald Cecil M. Colyer Crum Terry K. Glenn J. Thomas Touchton
Edward H. Meyer Fred G. Weiss
Jack B. Sunderland Arthur Zeikel
</TABLE>

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>
MV FL Fund........... 5 2,500 250 4 500 125 952,087
MV MI Ins. Fund...... 5 2,500 250 4 500 125 1,166,168
MV NJ Fund........... 5 2,500 250 4 500 125 940,233
MY FL Ins. Fund...... 5 2,500 250 4 500 125 1,351,348
MY PA Fund........... 5 2,500 250 4 500 125 1,012,863
MY NJ Ins. Fund...... 5 2,500 250 4 500 125 1,348,883
MY MI Ins. Fund...... 5 2,500 250 4 500 125 1,898,357
</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.

A-2
<PAGE> 17

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 CECIL CRUM MEYER SUNDERLAND TOUCHTON WEISS
- ---- ----- ---- ----- ---------- -------- -----
<S> <C> <C> <C> <C> <C> <C>
MV FL Fund............................. 4500 4500 4500 4500 4500 3250
MV MI Ins. Fund........................ 4500 4500 4500 4500 4500 3250
MV NJ Fund............................. 4500 4500 4500 4500 4500 3250
MY FL Ins. Fund........................ 4500 4500 4500 4500 4500 3250
MY PA Fund............................. 4500 4500 4500 4500 4500 3250
MY NJ Ins. Fund........................ 4500 4500 4500 4500 4500 3250
MY MI Ins. Fund........................ 4500 4500 4500 4500 4500 3250
</TABLE>

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

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, 1998.

<TABLE>
<CAPTION>
AGGREGATE COMPENSATION FROM FUND AND OTHER
NAME OF BOARD MEMBER FAM/MLAM ADVISED FUNDS PAID TO BOARD MEMBERS($)(1)
- -------------------- --------------------------------------------------
<S> <C>
Donald Cecil................................... 277,808
M. Coyler Crum................................. 116,600
Edward H. Meyer................................ 214,558
Jack B. Sunderland............................. 133,600
J. Thomas Touchton............................. 133,600
Fred G. Weiss.................................. 140,842
</TABLE>

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

(1) The Directors serve on the boards of FAM/MLAM Advised Funds as follows: Mr.
Cecil (34 registered investment companies consisting of 34 portfolios); Mr.
Crum (15 registered investment companies consisting of 15 portfolios); Mr.
Meyer (34 registered investment companies consisting of 34 portfolios); Mr.
Sunderland (18 registered investment companies consisting of 30 portfolios);
Mr. Touchton (18 registered investment companies consisting of 30
portfolios); and Mr. Weiss (15 registered investment companies consisting of
15 portfolios).

A-3
<PAGE> 18

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

<TABLE>
<CAPTION>
OFFICER SINCE
-------------------------------------------------------------------------
MV FL MV MI INS. MV NJ MY FL INS. MY PA MY NJ INS. MY MI INS.
NAME AND BIOGRAPHY AGE OFFICE FUND FUND FUND FUND FUND FUND FUND
- ----------------------------- --- -------------- ----- ---------- ----- ---------- ----- ---------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Terry K. Glenn............... 58 President 1993* 1993* 1993* 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 1998.
Vincent R. Giordano.......... 54 Senior Vice 1993 1993 1993 1992 1992 1992 1992
Senior Vice President of President
FAM
and MLAM since 1984;
Portfolio Manager of FAM
and MLAM since 1977; Senior
Vice President of Princeton
Services since 1993.
Kenneth A. Jacob............. 48 Vice President 1993 1993 1993 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 1993
Senior Vice President and Treasurer 1999 1999 1999 1999 1999 1999 1999
Treasurer of MLAM and 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.
</TABLE>

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

A-4
<PAGE> 19

<TABLE>
William R. Bock. 63 Vice President 1998 -- -- 1998 1997 -- --
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Vice President of MLAM
since 1989.
Theodore R. Jaeckel, Jr...... 39 Vice President -- -- 1997 -- -- 1997 --
Director (Municipal Tax-
Exempt Fund Management) of
MLAM since 1997; Vice
President of MLAM from 1991
to 1997.
Fred K. Steube............... 48 Vice President -- 1995 -- -- -- -- 1995
Vice President of MLAM
since 1989
Patrick D. Sweeney........... 45 Secretary 1997 1997 1997 1997 1997 1997 1997
First Vice President of
MLAM since 1997; Vice
President from 1990 to
1997.
</TABLE>

A-5
<PAGE> 20

EXHIBIT B-1

PROPOSED AMENDMENT TO ARTICLES SUPPLEMENTARY OF:

MUNIYIELD NEW JERSEY INSURED FUND, INC.
MUNIVEST NEW JERSEY FUND, INC.
MUNIYIELD MICHIGAN INSURED FUND, INC.
MUNIVEST MICHIGAN INSURED FUND, INC.

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 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-1
<PAGE> 21

EXHIBIT B-2

PROPOSED AMENDMENT TO CERTIFICATE OF DESIGNATION OF:

MUNIVEST FLORIDA FUND
MUNIYIELD FLORIDA INSURED FUND
MUNIYIELD PENNSYLVANIA 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 PARAGRAPH (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-2
<PAGE> 22
APPENDIX

COMMON SHARES

MUNIVEST FLORIDA FUND
P.O. BOX 9011
PRINCETON, NEW JERSEY 08543-9011

PROXY

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES

The undersigned hereby appoints Arthur Zeikel, Terry K. Glenn
and Patrick D. Sweeney 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 Florida 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)
<PAGE> 23

Please mark boxes [#] 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, EDWARD H. MEYER, JACK B. SUNDERLAND, J. THOMAS TOUCHTON,
FRED G. WEISS 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> 24
COMMON STOCK

MUNIVEST MICHIGAN INSURED FUND, INC.
P.O. BOX 9011
PRINCETON, NEW JERSEY 08543-9011

PROXY

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby appoints Arthur Zeikel, Terry K. Glenn
and Patrick D. Sweeney 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
MuniVest Michigan Insured 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)
<PAGE> 25
Please mark boxes [#] 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 [ ]

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.

Dated: ___________________________________________ , 1999

X ________________________________________________________
Signature

X ________________________________________________________
Signature, if held jointly

SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE.
<PAGE> 26
COMMON STOCK

MUNIVEST NEW JERSEY FUND, INC.
P.O. BOX 9011
PRINCETON, NEW JERSEY 08543-9011

PROXY

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby appoints Arthur Zeikel, Terry K. Glenn
and Patrick D. Sweeney 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
MuniVest New Jersey 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)
<PAGE> 27
Please mark boxes [#] 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 [ ]

2. Proposal to ratify the selection of Ernst & Young 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.

Dated: ____________________________________________ , 1999

X ________________________________________________________
Signature

X ________________________________________________________
Signature, if held jointly

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

MUNIYIELD FLORIDA INSURED FUND
P.O. BOX 9011
PRINCETON, NEW JERSEY 08543-9011

PROXY

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES

The undersigned hereby appoints Arthur Zeikel, Terry K. Glenn
and Patrick D. Sweeney 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
MuniYield Florida 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)
<PAGE> 29
Please mark boxes [#] 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 [ ]

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> 30
COMMON SHARES

MUNIYIELD PENNSYLVANIA FUND
P.O. BOX 9011
PRINCETON, NEW JERSEY 08543-9011

PROXY

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES

The undersigned hereby appoints Arthur Zeikel, Terry K. Glenn
and Patrick D. Sweeney 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
MuniYield Pennsylvania 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)
<PAGE> 31
Please mark boxes [#] 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 [ ]

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> 32
COMMON STOCK

MUNIYIELD NEW JERSEY INSURED FUND, INC.
P.O. BOX 9011
PRINCETON, NEW JERSEY 08543-9011

PROXY

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby appoints Arthur Zeikel, Terry K. Glenn
and Patrick D. Sweeney 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 New Jersey Insured 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)
<PAGE> 33
Please mark boxes [#] 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 [ ]

3. 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.

Dated: ___________________________________________ , 1999

X _______________________________________________________
Signature

X _______________________________________________________
Signature, if held jointly

SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE.
<PAGE> 34
COMMON STOCK

MUNIYIELD MICHIGAN INSURED FUND, INC.
P.O. BOX 9011
PRINCETON, NEW JERSEY 08543-9011

PROXY

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby appoints Arthur Zeikel, Terry K. Glenn
and Patrick D. Sweeney 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 Michigan Insured 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)
<PAGE> 35
Please mark boxes [#] 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 [ ]

2. Proposal to ratify the selection of Ernst & Young 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.

Dated: ___________________________________________ , 1999

X _______________________________________________________
Signature

X _______________________________________________________
Signature, if held jointly

SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE.
<PAGE> 36
AUCTION MARKET
PREFERRED SHARES

MUNIVEST FLORIDA FUND
P.O. BOX 9011
PRINCETON, NEW JERSEY 08543-9011

PROXY

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES

The undersigned hereby appoints Arthur Zeikel, Terry K. Glenn
and Patrick D. Sweeney 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 of Auction Market
Preferred Shares of MuniVest Florida 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)
<PAGE> 37
Please mark boxes [#] 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.)
DONALD CECIL, M. COLYER CRUM, TERRY K. GLENN, EDWARD H. MEYER, JACK B.
SUNDERLAND, J. THOMAS TOUCHTON, FRED G. WEISS 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> 38
AUCTION MARKET
PREFERRED STOCK

MUNIVEST MICHIGAN INSURED FUND, INC.
P.O. BOX 9011
PRINCETON, NEW JERSEY 08543-9011

PROXY

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby appoints Arthur Zeikel, Terry K. Glenn
and Patrick D. Sweeney 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 MuniVest Michigan Insured 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)
<PAGE> 39
Please mark boxes [#] 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 [ ]

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.

Dated: ___________________________________________ , 1999

X _______________________________________________________
Signature

X _______________________________________________________
Signature, if held jointly

SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE.
<PAGE> 40
AUCTION MARKET
PREFERRED STOCK

MUNIVEST NEW JERSEY FUND, INC.
P.O. BOX 9011
PRINCETON, NEW JERSEY 08543-9011

PROXY

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby appoints Arthur Zeikel, Terry K. Glenn
and Patrick D. Sweeney 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 MuniVest New Jersey 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)
<PAGE> 41
Please mark boxes [#] 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 [ ]

2. Proposal to ratify the selection of Ernst & Young 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.

Dated: ___________________________________________ , 1999

X _______________________________________________________
Signature

X _______________________________________________________
Signature, if held jointly

SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE.
<PAGE> 42
AUCTION MARKET
PREFERRED SHARES

MUNIYIELD FLORIDA INSURED FUND
P.O. BOX 9011
PRINCETON, NEW JERSEY 08543-9011

PROXY

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES

The undersigned hereby appoints Arthur Zeikel, Terry K. Glenn
and Patrick D. Sweeney 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 MuniYield Florida 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)
<PAGE> 43
Please mark boxes [#] 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 [ ]

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> 44
AUCTION MARKET
PREFERRED SHARES

MUNIYIELD PENNSYLVANIA FUND
P.O. BOX 9011
PRINCETON, NEW JERSEY 08543-9011

PROXY

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES

The undersigned hereby appoints Arthur Zeikel, Terry K. Glenn
and Patrick D. Sweeney 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 MuniYield Pennsylvania 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)
<PAGE> 45
Please mark boxes [#] 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 [ ]

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> 46
AUCTION MARKET
PREFERRED STOCK

MUNIYIELD NEW JERSEY INSURED FUND, INC.
P.O. BOX 9011
PRINCETON, NEW JERSEY 08543-9011

PROXY

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby appoints Arthur Zeikel, Terry K. Glenn
and Patrick D. Sweeney 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 New Jersey Insured 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)
<PAGE> 47
Please mark boxes [#] 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 [ ]

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.

Dated: ___________________________________________ , 1999

X _______________________________________________________
Signature

X _______________________________________________________
Signature, if held jointly

SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE.
<PAGE> 48
AUCTION MARKET
PREFERRED STOCK

MUNIYIELD MICHIGAN FUND, INC.
P.O. BOX 9011
PRINCETON, NEW JERSEY 08543-9011

PROXY

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby appoints Arthur Zeikel, Terry K. Glenn
and Patrick D. Sweeney 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 Michigan 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)
<PAGE> 49
Please mark boxes [#] 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 [ ]

2. Proposal to ratify the selection of Ernst & Young 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.

Dated: ___________________________________________ , 1999

X _______________________________________________________
Signature

X _______________________________________________________
Signature, if held jointly

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