Exhibit (d)(2)

                   Auction Market Preferred Stock, Series F

NUMBER 1                                                           1,800 SHARES

                     MUNIYIELD NEW YORK INSURED 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 # [_______]

THIS CERTIFIES THAT

                                  CEDE & CO.

IS THE OWNER OF ONE THOUSAND AND EIGHT HUNDRED

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 NEW YORK INSURED 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 NEW YORK INSURED 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:           , 2005

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 NEW YORK INSURED 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 ________________________________________________________________________

Please insert social securities or other identifying number of assignee

_______________________________________________________________

_______________________________________________________________

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

_______________________________________________________________

_______________________________________________________________




_______________________________________________________________ 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.