EXHIBIT (d)(2)


                    Auction Market Preferred Stock, Series

NUMBER 1                                                                SHARES

                         MUNIYIELD 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

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 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 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:                      , 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 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.