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<TYPE>EX-99.2A5
<SEQUENCE>6
<FILENAME>efc5-1587_5732365ex992a5.txt
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                                                                EXHIBIT (a)(5)



                         MUNIYIELD QUALITY FUND, INC.

                         ARTICLES OF AMENDMENT TO THE
                  ARTICLES SUPPLEMENTARY CREATING FOUR SERIES
                       OF AUCTION MARKET PREFERRED STOCK


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

         FIRST:    Section 5(c) of the Articles Supplementary of the Corporation
creating four series of Auction Market Preferred Stock ("AMPS") designated as
Series A, Series B, Series C and Series D, filed on September 15, 1992, and
Section 5(c) of the Articles Supplementary, filed on December 1, 1994, each as
amended by the Articles of Amendment to the Articles Supplementary, filed on
December 1, 1994, are hereby amended in their entirety to read as follows:

         "Right to Vote with Respect to Certain Other Matters. So long as any
shares of AMPS are outstanding, the Corporation shall not, without the
affirmative vote of the holders of a majority of the shares of the Preferred
Stock Outstanding at the time, voting separately as one class: (i) authorize,
create or issue any class or series of stock ranking prior to the AMPS or any
other series of Preferred Stock with respect to payment of dividends or the
distribution of assets on liquidation or (ii) amend, alter or repeal the
provisions of the Charter, whether by merger, consolidation or otherwise, so
as to adversely affect any of the contract rights expressly set forth in the
Charter of holders of shares of AMPS or any other Preferred Stock. To the
extent permitted under the 1940 Act, in the event shares of more than one
series of AMPS are outstanding, the Corporation shall not approve any of the
actions set forth in clause (i) or (ii) which adversely affects the contract
rights expressly set forth in the Charter of a Holder of shares of a series of
AMPS differently than those of a Holder of shares of any other series of AMPS
without the affirmative vote of the holders of at least a majority of the
shares of AMPS of each series adversely affected and outstanding at such time
(each such adversely affected series voting separately as a class). The
Corporation shall notify Moody's and S&P 10 Business Days prior to any such
vote described in clause (i) or (ii). Unless a higher percentage is provided
for under the Charter, the affirmative vote of the holders of a majority of
the outstanding shares of Preferred Stock, including AMPS, voting together as
a single class, will be required to approve any plan of reorganization
(including bankruptcy proceedings) adversely affecting such shares or any
action requiring a vote of security holders under Section 13(a) of the 1940
Act. The class vote of holders of shares of Preferred Stock, including AMPS,
described above will in each case be in addition to a separate vote of the
requisite percentage of shares of Common Stock and shares of Preferred Stock,
including AMPS, voting together as a single class necessary to authorize the
action in question."


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         SECOND:   These Articles of Amendment were approved by the entire Board
of Directors of the Corporation and by a majority of the outstanding Shares of
Common Stock and AMPS, voting together as a single class, and a majority of
the outstanding AMPS, voting separately as a class.

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

         FOURTH:   No other change is intended or effected.

         IN WITNESS WHEREOF, MUNIYIELD QUALITY FUND, INC. has caused these
Articles of Amendment to be signed in its name and on its behalf by its Vice
President and attested by its Assistant Secretary on the 13th day of July, 2005.

                         MUNIYIELD QUALITY FUND, INC.


                         By:_________________________________
                            Donald C. Burke, Vice President


Attest:

_____________________________________
Brian D. Stewart, Assistant Secretary


         THE UNDERSIGNED, Vice President of MUNIYIELD QUALITY FUND, INC. who
executed on behalf of said Corporation the foregoing Articles of Amendment, of
which this certificate is made a part, hereby acknowledges, in the name and on
behalf of said Corporation, the foregoing Articles of Amendment to be the
corporate act of said Corporation and further certifies that, to the best of
his knowledge, information and belief, the matters and facts set forth therein
with respect to the authorization and approval thereof are true in all
material respects, and that this statement is made under penalties for
perjury.


                        _____________________________________
                        Donald C. Burke, Vice President



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