EXHIBIT (d)(2)

                    Auction Market Preferred Stock, Series G

NUMBER 1                                                           2,280 SHARES

                             MUNIYIELD FUND, INC.

INCORPORATED UNDER THE LAWS                                     SEE REVERSE FOR
OF THE STATE OF MARYLAND                                    CERTAIN DEFINITIONS

THIS CERTIFICATE IS TRANSFERABLE IN NEW YORK, NY           CUSIP # 626299 80 4

THIS CERTIFIES THAT

                                  CEDE & CO.

IS THE OWNER OF

FULLY PAID AND NON-ASSESSABLE SHARES OF AUCTION MARKET PREFERRED STOCK, PAR
VALUE $.10 PER SHARE, LIQUIDATION PREFERENCE $25,000 PER SHARE PLUS AN AMOUNT
EQUAL TO ACCUMULATED BUT UNPAID DIVIDENDS THEREON (WHETHER OR NOT EARNED OR
DECLARED) OF

                             MUNIYIELD FUND, INC.

TRANSFERABLE ON THE BOOKS OF SAID CORPORATION IN PERSON OR BY DULY AUTHORIZED
ATTORNEY UPON SURRENDER OF THIS CERTIFICATE PROPERLY ENDORSED.

THIS CERTIFICATE IS NOT VALID UNTIL COUNTERSIGNED BY THE TRANSFER AGENT AND
REGISTERED BY THE REGISTRAR.

IN WITNESS WHEREOF, MUNIYIELD FUND, INC. HAS CAUSED ITS CORPORATE SEAL TO BE
HERETO AFFIXED AND THIS CERTIFICATE TO BE EXECUTED IN ITS NAME AND BEHALF BY
ITS DULY AUTHORIZED OFFICERS.

Dated:           , 2004

Countersigned and Registered:

THE BANK OF NEW YORK                                ---------------------------
(New York)    Transfer Agent

By:_______________________________                  ___________________________
        Authorized Signature





THE TRANSFER OF THE SHARES OF AUCTION MARKET PREFERRED STOCK REPRESENTED
HEREBY IS SUBJECT TO THE RESTRICTIONS CONTAINED IN THE CORPORATION'S CHARTER.
THE CORPORATION WILL FURNISH INFORMATION ABOUT SUCH RESTRICTIONS TO ANY
STOCKHOLDER, WITHOUT CHARGE, UPON REQUEST TO THE SECRETARY OF THE CORPORATION.

                             MUNIYIELD FUND, INC.

     A full statement of the designations and any preferences, conversion and
other rights, voting powers, restrictions, limitations as to dividends,
qualifications, and terms and conditions of redemption of the shares of each
class and series of stock which the Corporation is authorized to issue and the
differences in the relative rights and preferences between the shares of each
class and series to the extent that they have been set, and the authority of
the Board of Directors to set the relative rights and preferences of
subsequent classes and series, will be furnished by the Corporation to any
stockholder, without charge, upon request to the Secretary of the Corporation
at its principal office.

     The following abbreviations, when used in the inscription on the face of
this certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:



                                                    
TEN COM--as tenants in common                           UNIF GIFT MIN ACT-       Custodian
                                                                          ------
                                                                          (Cust)          (Minor)
TEN ENT--as tenants by the entireties
JT TEN--as joint tenants with right                      under Uniform Gifts to Minors Act
        of survivorship and not as tenants                                                (State)
        in common



     Additional abbreviations also may be used though not in the above list.

For value received, _______________________ hereby sell, assign and transfer
unto

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Please insert social securities or other identifying number of assignee

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(Please Print or Typewrite Name and Address, Including Zip Code, of Assignee)


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_________________________________________________________________________shares
of the capital stock represented by the within Certificate, and do hereby
irrevocably constitute and appoint
____________________________________________ Attorney to transfer the said
stock on the books of the within named Corporation with full power of
substitution in the premises.


Dated: _________________________



                               ------------------------------------------------
                    NOTICE:    The Signature to this assignment must
                               correspond with the name as written upon the
                               face of the Certificate in every particular,
                               without alteration or enlargement or any change
                               whatsoever.