Exhibit (a)(5)


                        MUNIYIELD CALIFORNIA FUND, INC.

           Articles of Amendment to Articles Supplementary creating
                two series of Auction Market Preferred Stock(R)


     MUNIYIELD CALIFORNIA FUND, INC., a Maryland corporation having its
principal Maryland office in the City of Baltimore (the "Corporation"),
certifies to the Maryland State Department of Assessments and Taxation that:

     FIRST: The Articles Supplementary, filed on April 7, 1992, and the
Articles Supplementary, filed on December 1, 1994, each creating 2,400 shares
of Auction Market Preferred Stock of the Corporation (collectively, the
"Articles Supplementary"), are hereby amended by these Articles of Amendment
as follows:

     In each instance in which "$.10" appears, delete "$.10" and substitute
"$.05" therefor;

     In each instance in which "$50,000" appears, delete "$50,000" and
substitute "$25,000" therefor.

     SECOND: The foregoing amendment to the Articles Supplementary has been
effected in the manner and by the vote required by the Corporation's Charter
and the laws of Maryland. Pursuant to Section 2-603 of the Code, the amendment
of the Articles Supplementary as hereinabove set forth has been duly advised,
approved and adopted by a majority of the entire Board of Directors of the
Corporation, there being no stock entitled to be voted on the Charter
amendment outstanding or subscribed for at the time of approval.

     THIRD: Except as amended hereby, the Charter shall remain in full force
and effect.

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(R)  Registered trademark of Merrill Lynch & Co., Inc.





     FOURTH: The authorized capital stock of the Corporation has not been
increased by these Articles of Amendment.

     FIFTH: These Articles of Amendment shall be effective contemporaneously
with the acceptance for recording or filing by the Maryland State Department
of Assessments and Taxation of the Corporation's Articles Supplementary dated
November 30, 1994.

     The Senior Vice President acknowledges these Articles of Amendment to be
the corporate act of the Corporation and states that to the best of his
knowledge, information and belief the matters and facts set forth in these
Articles with respect to the authorization and approval of the amendment of
the Corporation's Articles Supplementary are true in all material respects,
and that this statement is made under the penalties of perjury.


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     IN WITNESS WHEREOF, MUNIYIELD CALIFORNIA FUND, INC. has caused these
Articles to be signed in its name and on its behalf by its Senior Vice
President, a duly authorized officer of the Corporation, and attested by its
Secretary as of November 30, 1994.

                                        MUNIYIELD CALIFORNIA FUND, INC.



                                        By:    /s/ Vincent R. Giordano
                                             ----------------------------------
                                               Name:    Vincent R. Giordano
                                               Title:   Senior Vice President
Attest:



      /s/ Mark B.Goldfus
-----------------------------
Name: Mark B. Goldfus
Its:  Secretary




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