<DOCUMENT>
<TYPE>EX-99.2D2
<SEQUENCE>9
<FILENAME>efc5-1587_5734589ex992d2.txt
<TEXT>
                                                                Exhibit (d)(2)




                   Auction Market Preferred Stock, Series E

NUMBER 1                                                          2,000 SHARES

                         MUNIYIELD QUALITY 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 TWO THOUSAND

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 QUALITY 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 QUALITY 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:    [___]

Countersigned and Registered:

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


By:
   ------------------------------               -------------------------(seal)
       Authorized Signature                     Secretary

<PAGE>

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 QUALITY 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:

<TABLE>
<CAPTION>
<S>     <C>                                        <C>
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
</TABLE>


         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.
</TEXT>
</DOCUMENT>
