MUNIYIELD ARIZONA FUND II INC, DEF 14A, 1997-08-07

MUNIYIELD ARIZONA FUND II INC
DEF 14A, 1997-08-07

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<PAGE>

As filed with the Securities and Exchange Commission on August 7, 1997

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
/x/ Definitive Proxy Statement (as permitted by Rule
14a-6(e)(2))
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12

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

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

NOTICE OF 1997 ANNUAL MEETING OF STOCKHOLDERS

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

SEPTEMBER 18, 1997

TO THE STOCKHOLDERS OF MUNIYIELD ARIZONA FUND, INC.

Notice is hereby given that the 1997 Annual Meeting of Stockholders (the
'Meeting') of MuniYield Arizona 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 Thursday, September 18, 1997 at 9:45 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 25, 1997 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 September 4, 1997, 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

PHILIP M. MANDEL
Secretary

Plainsboro, New Jersey
Dated: August 7, 1997

<PAGE>

PROXY STATEMENT

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

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

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

1997 ANNUAL MEETING OF STOCKHOLDERS

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

SEPTEMBER 18, 1997

INTRODUCTION

This Proxy Statement is furnished in connection with the solicitation of
proxies on behalf of the Board of Directors of MuniYield Arizona Fund, Inc., a
Maryland corporation (the 'Fund'), to be voted at the 1997 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 Thursday, September 18, 1997 at 9:45 a.m. The approximate mailing
date of this Proxy Statement is August 11, 1997.

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 25, 1997 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, the
Fund had outstanding 4,429,326 shares of common stock, par value $.10 per share
('Common Stock'), and 1,212 shares of auction market preferred stock, par value
$.10 per share and liquidation preference of $25,000 per share plus an amount
equal to accumulated but unpaid dividends thereon ('AMPS'). To the knowledge of
the Fund, as of the Record Date, no person is the beneficial owner of more than
five percent of the outstanding shares of Common Stock or 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 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 proxies of the holders of Common Stock and AMPS, voting
together as a class, in favor of the four (4) persons designated as
Directors to be elected by holders of Common Stock and AMPS.

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 below:

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

Joseph L. May(1)(2) ................. 68 Attorney in private practice since 1984; 1992 0 0
424 Church Street President, May and Athens Hosiery Mills
Suite 2000 Division, Wayne-Gossard Corporation
Nashville, Tennessee 37219 from 1954 to 1983; Vice President,
Wayne-Gossard Corporation from 1972 to
1983; Chairman, The May Corporation
(personal holding company) from 1972 to
1983; Director, Signal Apparel Co. from
1972 to 1989.

Andre F. Perold(1)(2) ............... 45 Professor, Harvard Business School since 1992 0 0

Morgan Hall 1989 and Associate Professor from 1983
Soldiers Field to 1989; Trustee, The Common Fund since
Boston, Massachusetts 02163 1989; Director, Quantec Limited since
1991 and TIBCO from 1994 to 1996.
</TABLE>

<PAGE>

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

<TABLE>
<CAPTION>
SHARES
BENEFICIALLY
OWNED ON THE
RECORD DATE
PRINCIPAL OCCUPATIONS ---------------
DURING PAST FIVE YEARS DIRECTOR COMMON
NAME AND ADDRESS AGE AND PUBLIC DIRECTORSHIPS(1) SINCE STOCK AMPS
- ------------------------------------- ---- ----------------------------------------- -------- ------- -----
<S> <C> <C> <C> <C> <C>
James H. Bodurtha(1)(2) ............. 53 Director and Executive Vice President, 1995 0 0
36 Popponesset Road The China Business Group, Inc. since
Cotuit, Massachusetts 02635 1996; Chairman and Chief Executive
Officer, China Enterprise Management
Corporation from 1993 to 1996;
Chairman, Berkshire Corporation since
1980; Partner, Squire, Sanders &
Dempsey from 1980 to 1993.

Herbert I. London(1)(2) ............. 58 John M. Olin Professor of Humanities, New 1992 0 0
113-115 University Place York University since 1993 and
New York, New York 10003 Professor thereof since 1980; Dean,
Gallatin Division of New York
University from 1976 to 1993;
Distinguished Fellow, Herman Kahn
Chair, Hudson Institute from 1984 to
1985; Trustee, Hudson Institute since
1980 and President in 1997; Director,
Damon Corp. from 1991 to 1995;
Overseer, Center for Naval Analyses
from 1983 to 1993; Limited Partner,
Hypertech LP in 1996.

Robert R. Martin(1)(2) .............. 70 Chairman and Chief Executive Officer, 1993 0 0
513 Grand Hill Kinnard Investments, Inc. from 1990 to
St. Paul, Minnesota 55102 1993; Executive Vice President, Dain
Bosworth from 1974 to 1989; Director,
Carnegie Capital Management from 1977
to 1985 and Chairman thereof in 1979;
Director, Securities Industry
Association from 1981 to 1982 and

Public Securities Association from 1979
to 1980; Chairman of the Board, WTC
Industries, Inc., in 1994; Trustee,
Northland College since 1992.
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
SHARES
BENEFICIALLY
OWNED ON THE
RECORD DATE
PRINCIPAL OCCUPATIONS ---------------
DURING PAST FIVE YEARS DIRECTOR COMMON
NAME AND ADDRESS AGE AND PUBLIC DIRECTORSHIPS(1) SINCE STOCK AMPS
- ------------------------------------- ---- ----------------------------------------- -------- ------- -----
<S> <C> <C> <C> <C> <C>
Arthur Zeikel(1)* ................... 65 President of Fund Asset Management, L.P. 1992 0 0
P.O. Box 9011 ('FAM') (which term as used herein
Princeton, New Jersey 08543-9011 includes its corporate predecessors)
since 1977; President of MLAM (which
term as used herein includes its
corporate predecessors) since 1977;
President and Director of Princeton
Services, Inc. ('Princeton Services')
since 1993; Executive Vice President of
Merrill Lynch & Co., Inc. ('ML & Co.')
since 1990; Director of Merrill Lynch
Funds Distributor, Inc. ('MLFD') since
1977.
</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.'

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

* Interested person, as defined in the Investment Company Act of 1940, as
amended (the 'Investment Company Act'), of the Fund.

Committee and Board of Directors Meetings. The Board of Directors has a
standing Audit Committee, which consists of 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, 1996, the Board of Directors held
four meetings and the Audit Committee held four meetings. All of the Directors
attended at least 75% of the aggregate of the total number of meetings of the
Board of Directors and, if a member, of the total number of meetings of the
Audit Committee held during the period for which he served.

Compliance with Section 16(a) of the Securities Exchange Act of 1934.
Section 16(a) of the Securities Exchange Act of 1934, as amended (the
'Exchange Act'), requires the 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 ('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

<PAGE>

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 President of FAM and MLAM.

Compensation of Directors. FAM, the Fund's investment adviser, pays all
compensation to 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 FAM (each a 'non-affiliated Director') a fee of $2,500 per year
plus $250 per 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, which consists of all of the non-affiliated
Directors, 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 $23,137 for the fiscal year ended October 31, 1996.

The following table sets forth for the fiscal year ended October 31, 1996
compensation paid by the Fund to the non-affiliated Directors and, for the year
ended December 31, 1996, 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.

<TABLE>
<CAPTION>
AGGREGATE COMPENSATION FROM
PENSION OR RETIREMENT FUND AND FAM/MLAM
NAME OF COMPENSATION BENEFITS ACCRUED AS PART ADVISED FUNDS PAID TO
DIRECTOR FROM FUND OF FUND EXPENSES DIRECTORS(1)
- --------------------------------- ------------ ------------------------- -------------------------------
<S> <C> <C> <C>
James H. Bodurtha................ $4,500 None $ 148,500
Herbert I. London................ 4,500 None 148,500
Robert R. Martin................. 4,500 None 148,500
Joseph L. May.................... 4,500 None 148,500
Andre F. Perold.................. 4,500 None 148,500
</TABLE>

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

(1) The Directors serve on the boards of FAM/MLAM Advised Funds as follows: Mr.
Bodurtha (22 registered investment companies consisting of 46 portfolios);
Mr. London (22 registered investment companies consisting of 46 portfolios);
Mr. Martin (22 registered investment companies consisting of 46 portfolios);
Mr. May (22 registered investment companies consisting of 46 portfolios);
and Mr. Perold (22 registered investment companies consisting of 46
portfolios).

<PAGE>

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 AGE OFFICE SINCE
- -------------------------------------------------------------------------------- --- --------------- -------
<S> <C> <C> <C>

Arthur Zeikel .................................................................. 65 President 1992
President of FAM since 1977; President of MLAM since 1977; President and
Director of Princeton Services since 1993; Executive Vice President of ML &
Co. since 1990; Director of MLFD since 1977.

Terry K. Glenn ................................................................. 56 Executive Vice 1992
Executive Vice President of FAM and MLAM since 1983; Executive Vice President President
and Director of Princeton Services since 1993; President of MLFD since 1986
and Director thereof since 1991; President of Princeton Administrators, L.P.
since 1988.

Vincent R. Giordano ............................................................ 52 Senior Vice 1992

Portfolio Manager of FAM and MLAM since 1977 and Senior Vice President of FAM President
and MLAM since 1984; Senior Vice President of Princeton Services since 1993;
Vice President of MLAM from 1980 to 1984.

Kenneth A. Jacob ............................................................... 46 Vice President 1992
Vice President of MLAM since 1984.

Donald C. Burke ................................................................ 37 Vice President 1993
Vice President and Director of Taxation of MLAM since 1990; Employee of
Deloitte & Touche LLP from 1982 to 1990.

Hugh T. Hurley III ............................................................. 32 Vice President 1995
Vice President of MLAM since 1993; Municipal Bond Broker with Titus & Donnelly
from 1990 to 1993.

Gerald M. Richard .............................................................. 48 Treasurer 1992
Senior Vice President and Treasurer of FAM and MLAM since 1984; Senior Vice
President and Treasurer of Princeton Services since 1993; Vice President of
MLFD since 1981 and Treasurer thereof since 1984.

Philip M. Mandel ............................................................... 50 Secretary 1997
Vice President of FAM and MLAM since 1997; Assistant General Counsel of
Merrill Lynch, Pierce, Fenner & Smith Incorporated ('MLPF&S') from 1989 to
1997.
</TABLE>

Stock Ownership. At the Record Date, the Directors and officers of the
Fund as a group (13 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, an officer and a Director 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.

<PAGE>

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 such firm 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.

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.

With respect to Item 1, 'Election of Directors,' holders of AMPS, voting
separately as a class, are entitled to elect two Directors and holders of Common
Stock and AMPS, voting together as a single class, are entitled to elect the
remaining Directors. Assuming a quorum is present, (i) election of the two
Directors to be elected by the holders of AMPS, voting separately as a class,
will require the affirmative vote of a majority of the votes cast by the holders
of AMPS, represented at the Meeting and entitled to vote; (ii) election of the
remaining Directors will require the affirmative vote of a majority of the votes
cast by the holders of Common Stock and AMPS represented at the Meeting and
entitled to vote, voting together as a single class; and (iii) approval of Item
2, 'Selection of Independent Auditors,' will require the affirmative vote of a
majority of the votes cast by the holders of Common Stock and AMPS represented
at the Meeting and entitled to vote, voting together as a single class.

Broker-dealer firms, including MLPF&S, 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

<PAGE>

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 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 exercise discretion over shares held in its
name for which no instructions have been received by voting such shares on Items
1 and 2 in the same proportion as it has voted shares for which it has received
instructions. 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.

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, 1996 AND A COPY OF ITS SEMI-ANNUAL REPORT FOR THE
SIX MONTHS ENDED APRIL 30, 1997 TO ANY STOCKHOLDER UPON REQUEST. Such requests
should be directed to MuniYield Arizona Fund, Inc., P.O. Box 9011, Princeton,
New Jersey 08543-9011, Attention: Philip M. Mandel, or to 1-800-456-4587, ext.
123.

STOCKHOLDER PROPOSALS

If a stockholder intends to present a proposal at the 1998 Annual Meeting
of Stockholders of the Fund, which is anticipated to be held in September 1998,
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 April 3, 1998.

By Order of the Board of Directors

PHILIP M. MANDEL
Secretary

Dated: August 7, 1997

<PAGE>

COMMON STOCK

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

P R O X Y

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby appoints Arthur Zeikel, Terry K. Glenn and
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 the shares of Common Stock of MuniYield Arizona Fund,
Inc. (the "Fund") held of record by the undersigned on July 25, 1997 at the
Annual Meeting of Stockholders of the Fund to be held on September 18, 1997 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)

<PAGE>

Please mark boxes /X/ or /X/ in blue or black ink.

<TABLE>
<S> <C> <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.) JAMES H. BODURTHA, HERBERT
I. LONDON, ROBERT R. MARTIN, 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: , 1997
---------------------------

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

P R O X Y

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby appoints Arthur Zeikel, Terry K. Glenn and
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 the shares of Auction Market Preferred Stock of
MuniYield Arizona Fund, Inc. (the "Fund") held of record by the undersigned on
July 25, 1997 at the Annual Meeting of Stockholders of the Fund to be held on
September 18, 1997 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)

<PAGE>

Please mark boxes /X/ or /X/ in blue or black ink.

<TABLE>
<S> <C> <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>

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: , 1997
-----------------------------

X
---------------------------------------
Signature

X
---------------------------------------
Signature, if held jointly

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