As filed with the Securities and Exchange Commission on September 19, 2001

                            SCHEDULE 14A INFORMATION
                   PROXY STATEMENT PURSUANT TO SECTION 14(A)
            OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. )

        Filed by the Registrants [X]

        Filed by a Party other than the Registrant [ ]

        Check the appropriate box:

        [ ] Preliminary Proxy Statement

        [ ] Definitive Proxy Statement

        [X] Definitive Additional Materials

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

                              MuniYield Fund, Inc.

                 P.O. Box 9011 Princeton, New Jersey 08543-9011
              ----------------------------------------------------
              (Name of Registrants as Specified In Their Charters)

                                 SAME AS ABOVE
              ----------------------------------------------------
                   (Name of Person(s) Filing Proxy Statement)

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 0-11:1 (Set forth the amount on which
            the filing fee is calculated and state how it was determined.)

      __________________________________________________________________________

      (4)   Proposed maximum aggregate value of transaction:

      __________________________________________________________________________

      [ ]   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:

      __________________________________________________________________________



                   MERRILL LYNCH MUNICIPAL STRATEGY FUND, INC.

Dear Stockholder:

You are being asked to consider a  transaction  involving the Fund listed above.
The  transaction is a  reorganization  of similar funds in which MuniYield Fund,
Inc.  ("MuniYield" or the "Surviving Fund") will acquire Merrill Lynch Municipal
Strategy Fund, Inc. ("Municipal Strategy" or the "Acquired Fund").

On  October  24,  2001,  Municipal  Strategy  will  hold a  Special  Meeting  of
Stockholders to consider the Reorganization. The Reorganization must be approved
by the  stockholders  of Municipal  Strategy.  A proxy statement and prospectus,
which  provides  information  about the proposed  Reorganization  and about each
Fund,  is  enclosed  along with a  Question  and  Answer  sheet  that  addresses
frequently asked questions.

You are being asked to approve the Agreement and Plan of Reorganization  between
the Funds  pursuant to which  MuniYield  will acquire  substantially  all of the
assets and assume  substantially all of the liabilities of Municipal Strategy in
exchange for (1) newly issued shares of common stock of MuniYield and (2) shares
of a newly created series of Auction Market  Preferred  Stock of MuniYield to be
designated Series F, as described in the proxy statement and prospectus.

The  Board  of  Directors  of  Municipal  Strategy  has  reviewed  the  proposed
Reorganization  and  recommends  that you vote FOR the  proposed  Reorganization
after carefully reviewing the enclosed materials.

Your vote is important.  Please take a moment now to sign,  date and return your
proxy  card in the  enclosed  postage  paid  return  envelope.  You may  vote by
telephone by calling  1-800-690-6903  and entering the 12-digit  control  number
located on your  proxy  card.  You may also vote via the  Internet  by  visiting
www.proxyvote.com and entering the 12-digit control number located on your proxy
card.  If we do not hear from you  after a  reasonable  amount of time,  you may
receive  a  telephone  call  from our proxy  solicitor,  Georgeson  Shareholder,
reminding you to vote your shares. If you have any questions regarding the proxy
materials or need  assistance in voting your shares,  please  contact  Georgeson
Shareholder at 1-888-856-3062.

                                   Sincerely,

                                   Alice A. Pellegrino
                                   Secretary
                                   Merrill Lynch Municipal Strategy Fund, Inc.


                           Frequently Asked Questions

      In this Question and Answer Sheet,  we will refer to MuniYield  Fund, Inc.
as  MuniYield  and Merrill  Lynch  Municipal  Strategy  Fund,  Inc. as Municipal
Strategy.

Q.    Why am I receiving this proxy?

A.    As a stockholder of Municipal Strategy,  you are being asked to consider a
      transaction  in which  your  Fund  will be  acquired  by  MuniYield.  This
      transaction  is  referred  to in this  question  and  answer  sheet as the
      Reorganization.  This  proxy is being  sent to all:  (1)  stockholders  of
      common  stock of  Municipal  Strategy,  and (2) holders of Auction  Market
      Preferred Stock ("AMPS") of Municipal  Strategy.  The Reorganization  only
      requires  the  vote of these  stockholders.  The  Reorganization  does not
      require  the vote of the  holders  of shares  of  common  stock or AMPS of
      MuniYield.

Q.    Which Fund will be the Surviving  Fund and which Fund will be the Acquired
      Fund in the Reorganization?

A.    MuniYield  will be the  Surviving  Fund.  Municipal  Strategy  will be the
      Acquired Fund. The Surviving Fund is an  exchange-listed  closed-end  fund
      whereas Municipal Strategy is a continuously offered closed-end fund.

Q.    How will the Reorganization benefit stockholders?

A.    Stockholders should consider the following:

      o     After the Reorganization, stockholders of Municipal Strategy will be
            invested in a substantially larger, non-diversified, closed-end fund
            with an investment objective and policies  substantially  similar to
            Municipal Strategy's investment objective and policies.

      o     After the Reorganization,  Municipal  Strategy's common stockholders
            are expected to experience:

            o     lower expenses per share,

            o     economies of scale, and

            o     greater flexibility in portfolio management;

      o     After the  Reorganization,  Municipal  Strategy common  stockholders
            will no longer be subject to

            o     a separate administrative fee,

            o     expenses associated with required annual prospectus updates,

            o     expenses of conducting quarterly tender offers, or


            o     a contingent  deferred sales charge  ("CDSC") upon the sale of
                  shares held for less than three years; and

      o     After the  Reorganization,  Municipal  Strategy common  stockholders
            will be able to sell their  shares of common  stock on each day that
            the New York  Stock  Exchange  ("NYSE")  is open for  trading at the
            market  price;  the market price may be higher or lower than the net
            asset value of the shares and  transactions in shares may be subject
            to brokerage commissions or other charges. Shareholders of Municipal
            Strategy  will no longer be able to redeem their shares at net asset
            value once per quarter.  The  Reorganization  will neither  directly
            benefit nor adversely  affect the holders of shares of any series of
            AMPS of either Fund. The expenses of the Reorganization  will not be
            borne by the holders of shares of AMPS of either Fund.

Q.    Will the Reorganization change my privileges as a stockholder?

A.    Your rights as a stockholder  will not change in any  substantial way as a
      result  of the  Reorganization.  In  addition,  the  stockholder  services
      available to you after the  Reorganization  will be substantially the same
      as the stockholder services currently available to you.

Q.    If I own shares of common stock of Municipal Strategy, will I own the same
      number of shares of common stock of MuniYield after the  Reorganization as
      I currently own?

A.    No. You will receive  shares of common  stock of  MuniYield  with the same
      aggregate  net asset  value as the  shares of  common  stock of  Municipal
      Strategy  you own on the  business  day prior to the  closing  date of the
      Reorganization  (the "Valuation  Date").  The number of shares you receive
      will depend on the relative net asset values of the shares of common stock
      of the Funds on that date.

      For  example,  let us assume  that you own 10  shares  of common  stock of
      Municipal  Strategy.  If the net asset value of Municipal  Strategy common
      stock on the  Valuation  Date is $6 per share,  and the net asset value of
      MuniYield  common stock on the Valuation  Date is $12 per share,  you will
      receive 5 shares of  MuniYield  common  stock in the  Reorganization.  The
      aggregate net asset value of your investment  will not change.  (10 shares
      of  Municipal  Strategy  common  stock x $6 = $60;  5 shares of  MuniYield
      common stock x $12 = $60).

      Thus, if on the Valuation  Date the net asset value of the common stock of
      MuniYield  is  higher  than the net  asset  value of the  common  stock of
      Municipal  Strategy,  you will  receive  fewer  shares of common  stock of
      MuniYield in the Reorganization than you held in Municipal Strategy before
      the  Reorganization.  On the other  hand,  if the net  asset  value of the
      common  stock of MuniYield is lower than the net asset value of the common
      stock of Municipal  Strategy,  you will receive a greater number of shares
      of common stock of  MuniYield in the  Reorganization.  The  aggregate  net
      asset value of your shares  after the  Reorganization  will be the same as
      before the  Reorganization  except  that you may


                                       2


      receive cash in lieu of fractional shares of MuniYield.

      Note that because  MuniYield is traded on the NYSE, the shares you receive
      will have both a net asset  value and a market  price.  The  market  price
      reflects what other investors think the shares are worth and may be higher
      or lower than the net asset value.

Q.    Should I send in my stock certificates now?

A.    No. After the Reorganization is completed,  we will send holders of common
      stock of Municipal  Strategy  written  instructions  for exchanging  their
      stock certificates.  Municipal Strategy stockholders should exchange their
      stock certificates  promptly after the Reorganization in order to continue
      to receive  dividend  payments on their  shares.  Dividends  declared will
      accrue  but  payments  will not be made until the stock  certificates  for
      Municipal Strategy are surrendered and exchanged for stock certificates of
      the  Surviving  Fund.  Holders of AMPS will not be required  to  surrender
      their stock  certificates.  All exchanges of AMPS will be  accomplished by
      book entry. Stockholders of MuniYield will keep their stock certificates.

Q.    What are the tax consequences for stockholders?

A.    The  Reorganization  is structured as a tax-free  transaction  so that the
      completion of the Reorganization  itself will not result in Federal income
      tax liability  for  stockholders  of either Fund,  except for taxes on any
      cash received for a fractional share of common stock.

Q.    Who will manage the Surviving Fund after the Reorganization?

A.    Fund Asset Management L.P. serves as the investment adviser for both Funds
      and  will be the  investment  adviser  of the  Surviving  Fund  after  the
      Reorganization. Roberto W. Roffo currently serves as the portfolio manager
      for each Fund and will continue to serve as the portfolio  manager for the
      Surviving Fund after the Reorganization.

Q.    Will there be a Stockholders' Meeting for Municipal Strategy?

A.    Yes, a Special  Stockholders'  Meeting for Municipal Strategy will be held
      at 9:30 a.m. on October 24, 2001, at 800 Scudders  Mill Road,  Plainsboro,
      New Jersey.

Q.    Why is my vote important?

A.    Approval  of  the   Reorganization   requires  the  affirmative   vote  of
      stockholders  representing a majority of the outstanding  shares of common
      stock and AMPS of Municipal  Strategy,  voting together as a single class,
      and a majority of the  outstanding  shares of AMPS of Municipal  Strategy,
      voting as a separate  class.  For  purposes of any vote at a Meeting  that
      requires the approval of the  outstanding  shares of common stock and AMPS
      of Municipal Strategy,  a quorum consists of a majority of the outstanding
      shares of common  stock and AMPS  entitled  to vote at that  Meeting.  The
      Board of Directors of Municipal  Strategy urges every stockholder to vote.
      Please read all proxy materials thoroughly before casting your vote.


                                       3


Q.    How can I vote?

A.    You may vote by signing  and  returning  your  proxy card in the  enclosed
      postage-paid  envelope.  You may also vote your shares on the  Internet at
      http://www.proxyvote.com.  On the Internet you will be asked for a control
      number  that you  received  in your  proxy  mailing.  You may also vote by
      telephone by calling the "800" number  printed on your voting  instruction
      form. Finally, you may vote in person at the Stockholders' Meeting. If you
      submitted  a proxy by  mail,  by  telephone  or on the  Internet,  you may
      withdraw  it at the  Meeting and then vote in person at the Meeting or you
      may submit a superseding proxy by mail, by telephone or on the Internet.

Q.    Has Municipal Strategy retained a proxy solicitation firm?

A.    Yes, the Municipal  Strategy has hired Georgeson  Shareholder to assist in
      the  solicitation of proxies for the Meeting.  While the Fund expects most
      proxies  to be  returned  by mail,  the Fund may also  solicit  proxies by
      telephone, fax, telegraph or personal interview.

Q.    What if there  are not  enough  votes to reach a quorum  by the  scheduled
      meeting date?

A.    In order to  ensure  that we  receive  enough  votes,  we may need to take
      further action. We or our proxy  solicitation firm may contact you by mail
      or telephone. Therefore, we encourage stockholders to vote as soon as they
      review the  enclosed  proxy  materials  to avoid  additional  mailings  or
      telephone  calls.  If enough  shares are not  represented  at the  Special
      Stockholders'  Meeting to achieve the  necessary  quorum or the  necessary
      quorum is present but there are not sufficient votes to take action on the
      proposal by the time of the Special  Stockholders'  Meeting on October 24,
      2001,  such  Stockholders'  Meeting  may be  adjourned  to permit  further
      solicitation of proxy votes.

Q.    What is the Board's recommendation?

A.    The Board of Directors of Municipal  Strategy believes the  Reorganization
      is in the best interests of the Fund and its  stockholders.  It encourages
      stockholders to vote FOR the Reorganization.


                                       4