MUNIYIELD NEW JERSEY INSURED FUND INC, DEF 14A, 1998-07-31

MUNIYIELD NEW JERSEY INSURED FUND INC
DEF 14A, 1998-07-31

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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 31, 1998
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )

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 Commission
Only (as permitted by Rule
14a-6(e)(2))

|X| Definitive Proxy Statement

| | Definitive Additional Materials

| | Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12

MUNIYIELD NEW JERSEY INSURED FUND, INC.
P.O. BOX 9011
PRINCETON, NEW JERSEY 08543-9011
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)

- --------------------------------------------------------------------------------
(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:
- --------------------------------------------------------------------------------

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

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

NOTICE OF 1998 ANNUAL MEETING OF STOCKHOLDERS

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

SEPTEMBER 14, 1998

TO THE STOCKHOLDERS OF MUNIYIELD NEW JERSEY INSURED FUND, INC.:

Notice is hereby given that the 1998 Annual Meeting of Stockholders (the
"Meeting") of MuniYield New Jersey Insured Fund, Inc. (the "Fund") will be held
at the offices of Merrill Lynch Asset Management, L.P., 800 Scudders Mill Road,
Plainsboro, New Jersey, on Monday, September 14, 1998 at 9:30 a.m. for the
following purposes:

(1) To elect a Board of Directors to serve for the ensuing year;

(2) To consider and act upon a proposal to ratify the selection of
Deloitte & Touche LLP to serve as independent auditors of the Fund
for its current fiscal year; and

(3) To transact such other business as may properly come before the
Meeting or any adjournment thereof.

The Board of Directors has fixed the close of business on July 15, 1998 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 the Fund entitled to vote at the
Meeting will be available and open to the examination of any stockholder of the
Fund for any purpose germane to the Meeting during ordinary business hours from
and after August 31, 1998, at the office 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 of the Fund.

By Order of the Board of Directors

PATRICK D. SWEENEY
SECRETARY

Plainsboro, New Jersey
Dated: July 31, 1998

<PAGE>

PROXY STATEMENT

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

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

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

1998 ANNUAL MEETING OF STOCKHOLDERS

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

SEPTEMBER 14, 1998

INTRODUCTION

This Proxy Statement is furnished in connection with the solicitation of
proxies on behalf of the Board of Directors of MuniYield New Jersey Insured
Fund, Inc., a Maryland corporation (the "Fund"), to be voted at the 1998 Annual
Meeting of Stockholders of the 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 Monday, September 14, 1998 at 9:30 a.m. The
approximate mailing date of this Proxy Statement is August 3, 1998.

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 of Directors to serve for the ensuing
year, and FOR the ratification of the selection of independent auditors to serve
for the Fund's current fiscal year. Any proxy may be revoked at any time prior
to the exercise thereof by giving written notice to the Secretary of the Fund at
the Fund's address indicated above or by voting in person at the Meeting.

The Board of Directors has fixed the close of business on July 15, 1998 as
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 July 15, 1998, the Fund had outstanding
8,447,740 shares of common stock, par value $.10 per share ("Common Stock"), and
2,240 shares of auction market preferred stock, par value $.05 per share and
liquidation preference $25,000 per share plus an amount equal to accumulated but
unpaid dividends thereon ("AMPS"). To the knowledge of the Fund, as of July 15,
1998, no person is the beneficial owner of more than five percent of the
outstanding shares of Common Stock or more than five percent of the outstanding
AMPS.

The Board of Directors of the Fund knows of no business other than that
mentioned in Items 1 and 2 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.

<PAGE>
ITEM 1. ELECTION OF DIRECTORS

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

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

The Board of Directors of the 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 of Directors may recommend.

Certain information concerning the nominees, including their designated
classes, is set forth as follows:

TO BE ELECTED BY HOLDERS OF AMPS, VOTING SEPARATELY AS A CLASS:

<PAGE>

TO BE ELECTED BY HOLDERS OF AMPS AND COMMON STOCK, VOTING TOGETHER AS A SINGLE
CLASS:

<TABLE>
<CAPTION>
SHARES
BENEFICIALLY
OWNED AT
JULY 15,
1998
PRINCIPAL OCCUPATIONS ------------
DURING PAST FIVE YEARS DIRECTOR COMMON
NAME AND ADDRESS OF NOMINEE AGE AND PUBLIC DIRECTORSHIPS(1) SINCE STOCK AMPS
- --------------------------- --- --------------------------- -------- ------ ----
<S><C>
Edward H. Meyer(1)(2)............... 71 President of Grey Advertising Inc. 1992 0 0
Grey Advertising Inc. since 1968, Chief Executive Officer since
777 Third Avenue 1970 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(1)(2)............ 69 President and Director of American 1992 0 0
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(1)(2)............ 59 Managing Partner of The Witt- 1992 0 0
Suite 3405 Touchton Company and its predecessor, The
One Tampa City Center Witt Co. (a private investment partnership)
201 North Franklin Street since 1972; Trustee Emeritus of Washington
Tampa, Florida 33602 and Lee University; Director of TECO Energy,
Inc. (an electric utility holding company).
Fred G. Weiss(1)(2)(3).............. 56 Managing Director of FGW Associates 1998 0 0
5141 Via Amalfi Drive since 1997; Vice President, Planning,
Boca Raton, Florida 33496 Investment and Development of Warner Lambert
Co. from 1979 to 1997; Director of Noven
Corporation (a pharmaceutical company) since
1997.
Arthur Zeikel(1)*................... 66 Chairman of Fund Asset Management, 1992 0 0
800 Scudders Mill Road L.P. ("FAM") and MLAM (which terms as used
Plainsboro, New Jersey 08536 herein include their corporate predecessors)
since 1997; President of FAM and MLAM from
1977 to 1997; Chairman of Princeton
Services, Inc. ("Princeton Services") since
1997 and Director thereof since 1993;
President of Princeton Services 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 Directors and Officers" below.
(2) Member of the Audit Committee of the Board of Directors.
(3) On February 3, 1998, Fred G. Weiss was elected as Director of the Fund.
* Interested person, as defined in the Investment Company Act of 1940, as
amended (the "Investment Company Act"), of the Fund.

<PAGE>

COMMITTEES AND BOARD OF DIRECTORS' MEETINGS. The Board of Directors has a
standing Audit Committee that consists of the Directors 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
Directors have retained independent legal counsel to assist them in connection
with these duties. The Board of Directors does not have a nominating committee.

During the fiscal year ended October 31, 1997, the Board of Directors held
four meetings and the Audit Committee held four meetings. All of the Directors,
other than Mr. Weiss, attended at least 75% of the aggregate of the total number
of meetings of the Board of Directors and the total number of meetings held by
all committees of the Board on which they served during such period.

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 Fund's officers, directors 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 (the "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 the 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, the 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.

INTERESTED PERSONS. The Fund considers Mr. Zeikel to be an "interested
person" of the Fund within the meaning of Section 2(a)(19) of the Investment
Company Act because of the positions he holds with FAM and its affiliates. Mr.
Zeikel is the President of the Fund and the Chairman of FAM and MLAM.

COMPENSATION OF DIRECTORS AND OFFICERS. FAM, the Fund's investment adviser,
pays all compensation of all officers of the Fund and all Directors of the Fund
who are affiliated with ML & Co. or its subsidiaries. The Fund pays each
Director not affiliated with the investment adviser a fee of $2,500 per year
plus $250 per regular meeting attended, together with such Director's actual
out-of-pocket expenses relating to attendance at meetings. The Fund also pays
each member of its Audit Committee a fee of $500 per year plus $125 per meeting
attended, together with such Director's out-of-pocket expenses relating to
attendance at meetings. These fees and expenses aggregated $22,590 for the
fiscal year ended October 31, 1997.

The following table sets forth, for the fiscal year ended October 31, 1997,
compensation paid by the Fund to the non-affiliated Directors and for the
calendar year ended December 31, 1997, the aggregate compensation paid by all
registered investment companies advised by FAM and its affiliate, MLAM
("FAM/MLAM Advised Funds") to the non-affiliated Directors.

<PAGE>

<TABLE>
<CAPTION>
AGGREGATE PENSION OR RETIREMENT TOTAL COMPENSATION FROM
COMPENSATION BENEFITS ACCRUED AS PART FUND AND FAM/MLAM
NAME OF DIRECTOR FROM FUND OF FUND EXPENSES ADVISED FUNDS PAID TO DIRECTORS
- ---------------- ------------ ------------------------ -------------------------------
<S><C>
Donald Cecil(1)........................... $4,500 None $ 275,850
M. Colyer Crum(1)......................... $4,500 None $ 115,600
Edward H. Meyer(1)........................ $4,500 None $ 222,100
Jack B. Sunderland(1)..................... $4,500 None $ 132,600
J. Thomas Touchton(1)..................... $4,500 None $ 132,100
Fred G. Weiss............................. $ 0 None $ 0
</TABLE>

- ---------------
(1) In addition to the Fund, the Directors serve on the Boards of other FAM/MLAM
Advised Funds as follows: Mr. Cecil (33 registered investment companies
consisting of 33 portfolios); Mr. Crum (15 registered investment companies
consisting of 15 portfolios); Mr. Meyer (33 registered investment companies
consisting of 33 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).

OFFICERS OF THE FUND. The Board of Directors has elected eight officers of
the Fund. The following sets forth information concerning each of these
officers:

<TABLE>
<CAPTION>
OFFICER
NAME AND PRINCIPAL OCCUPATION OFFICE AGE SINCE
- ----------------------------- ------ --- -------
<S><C>
Arthur Zeikel.................................................................... President 66 1992
Chairman of FAM and MLAM since 1997; President of FAM and MLAM from 1977 to
1997; Chairman of Princeton Services since 1997 and Director thereof since
1993; President of Princeton Services from 1993 to 1997; Executive Vice
President of ML & Co. since 1990.
Terry K. Glenn................................................................... Executive Vice 57 1992
Executive Vice President of FAM and MLAM since 1983; Executive Vice President 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.............................................................. Senior Vice 53 1992
Senior Vice President of FAM and MLAM since 1984; Senior Vice President of President
Princeton Services since 1993.
Kenneth A. Jacob................................................................. Vice President 47 1992
First Vice President of MLAM since 1997; Vice President of MLAM from 1984 to
1997.
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
OFFICER
NAME AND PRINCIPAL OCCUPATION OFFICE AGE SINCE
- ----------------------------- ------ --- -------
<S><C>
Theodore R. Jaeckel, Jr.......................................................... Vice President 38 1997
Director (Municipal Tax-Exempt) of MLAM since 1997; Vice President of MLAM from
1991 to 1997.
Donald C. Burke.................................................................. Vice President 38 1993
First Vice President of MLAM since 1997; Vice President of MLAM from 1990 to
1997; Director of Taxation of MLAM since 1990.
Gerald M. Richard................................................................ Treasurer 49 1992
Senior Vice President and Treasurer of FAM and MLAM since 1984; Senior Vice
President and Treasurer of Princeton Services since 1993; Treasurer of PFD
since 1984 and Vice President since 1981.
Patrick D. Sweeney............................................................... Secretary 44 1997
First Vice President of MLAM since 1997; Vice President of MLAM from 1990 to
1997.
</TABLE>

STOCK OWNERSHIP. At July 15, 1998, the Directors and officers of the Fund
as a group (14 persons) owned an aggregate of less than 1% of the Common Stock
of the Fund outstanding at such date and owned none of the AMPS outstanding at
such date. At such date, Mr. Zeikel, a Director and officer of the Fund, and the
other officers of the Fund owned an aggregate of less than 1% of the outstanding
shares of common stock of ML & Co.

ITEM 2. SELECTION OF INDEPENDENT AUDITORS

The Board of Directors of the Fund, including a majority of the Directors
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 Fund knows of no direct or indirect
financial interest of D&T in the Fund. Such appointment is subject to
ratification or rejection by the stockholders of the Fund. Unless a contrary
specification is made, the accompanying proxy will be voted in favor of
ratifying the selection of such auditors.

D&T also acts as independent auditors for ML & Co. and all of its
subsidiaries and for most other investment companies for which FAM or MLAM acts
as investment adviser. The fees received by D&T from these other entities are
substantially greater, in the aggregate, than the total fees received by it from
the Fund. The Board of Directors of the Fund considered the fact that D&T has
been retained as the independent auditors for ML & Co. and the other entities
described above, in its evaluation of the independence of D&T with respect to
the Fund.

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

<PAGE>
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 Fund. The
Fund will reimburse banks, brokers and others for their reasonable expenses in
forwarding proxy solicitation material to the beneficial owners of the shares of
the Fund. The Fund may also hire proxy solicitors at the expense of the Fund.

In order to obtain the necessary quorum at the Meeting (I.E., a majority of
the shares of each class of the Fund's securities 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. It
is anticipated that the cost of such supplementary solicitation, if any, will be
nominal.

All shares represented by properly executed proxies, unless such proxies
have previously been revoked, will be voted at the Meeting in accordance with
the directions on the proxies; if no direction is indicated, the shares will be
voted "FOR" the Director nominees and "FOR" the ratification of D&T as
independent auditors.

The Directors are to be elected by class vote, two Directors being elected
by the holders of AMPS voting separately as a class and the remaining Directors
by the holders of AMPS and Common Stock, voting together as a single class. At a
meeting at which a quorum is duly constituted, (i) the affirmative vote of a
majority of the votes cast by the holders of AMPS, voting separately as a class
in person or by proxy, is required for the election of the two (2) persons
designated as Directors to be elected by the holders of AMPS (Item 1); (ii) the
affirmative vote of a majority of the votes cast by the holders of AMPS and
Common Stock, voting together as a single class in person or by proxy, is
required for the election of the remaining Directors (Item 1); and (iii) the
proposal to ratify the selection of the Fund's independent auditors (Item 2) may
be approved by the affirmative vote of a majority of the votes cast by the
holders of Common Stock and AMPS, voting together as a single class in person or
by proxy.

Broker-dealer firms, including Merrill Lynch, Pierce, Fenner & Smith
Incorporated ("Merrill Lynch"), holding Fund shares 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 Fund understands 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 Directors (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. The Fund
will include shares held of record by broker-dealers as to which such authority
has been granted in its 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 which 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. Merrill Lynch has advised the
Fund that except as limited by agreement or applicable law, it intends to vote
shares held in its name for which no instructions are received in the same
proportion as the votes received from the 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 and therefore
will have no effect on the vote on either Item 1 or Item 2.

<PAGE>

ADDRESS OF INVESTMENT ADVISER

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

ANNUAL REPORT DELIVERY

The Fund will furnish, without charge, a copy of its annual report for the
fiscal year ended October 31, 1997 to any stockholder upon request. Such
requests should be directed to MuniYield New Jersey Insured Fund, Inc., P.O. Box
9011, Princeton, New Jersey 08543-9011, Attention: Patrick D. Sweeney, or to
1-800-456-4587 ext. 123.

STOCKHOLDER PROPOSALS

It is currently intended that the 1999 Annual Meeting of Stockholders of
the Fund will be held in April, 1999. If a stockholder intends to present a
proposal at the 1999 Annual Meeting of Stockholders of the Fund 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 20, 1998.

By Order of the Board of Directors

PATRICK D. SWEENEY
SECRETARY

Dated: July 31, 1998

<PAGE>

COMMON STOCK

MUNIYIELD NEW JERSEY INSURED 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 Patrick
D. Sweeney as proxies, each with the power to appoint his substitute, and hereby
authorizes 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 July 15, 1998 at the annual meeting of
stockholders of the Fund to be held on September 14, 1998 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 and 2.

(Continued and to be signed on the reverse side)

Please mark boxes [||] or [X] in blue or black ink.

<TABLE>
<S><C>
1. ELECTION OF DIRECTORS FOR all nominees listed below WITHHOLD AUTHORITY
(except as marked to the contrary below) [ ] to vote for all nominees listed below [ ]
</TABLE>

(INSTRUCTION: To withhold authority to vote for any individual nominee,
strike a line through the nominee's name in the list below.)
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. 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 persons.

Dated: ________________________, 1998

X ___________________________________
Signature

X ___________________________________
Signature, if held jointly

Sign, Date and Return the Proxy Card Promptly Using the Enclosed Envelope.

<PAGE>
AUCTION MARKET
PREFERRED STOCK

MUNIYIELD NEW JERSEY INSURED 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 Patrick
D. Sweeney as proxies, each with the power to appoint his substitute, and hereby
authorizes 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 July 15, 1998 at the
annual meeting of stockholders of the Fund to be held on September 14, 1998 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 and 2.

(Continued and to be signed on the reverse side)

Please mark boxes [||] or [X] in blue or black ink.

<TABLE>
<S><C>
1. ELECTION OF DIRECTORS FOR all nominees listed below WITHHOLD AUTHORITY
(except as marked to the contrary below) [ ] to vote for all nominees listed below [ ]
</TABLE>

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

Dated: ________________________, 1998

X ___________________________________
Signature

X ___________________________________
Signature, if held jointly

Sign, Date and Return the Proxy Card Promptly Using the Enclosed Envelope.