<DOCUMENT>
<TYPE>EX-99.2A3
<SEQUENCE>4
<FILENAME>efc5-1587_5735300ex992a3.txt
<TEXT>
                                                                Exhibit (a)(3)

                         MUNIYIELD QUALITY FUND, INC.

                Articles Supplementary creating four series of

Auction Market Preferred Stock(R)


         MUNIYIELD QUALITY 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: Pursuant to authority expressly vested in the Board of
Directors of the Corporation by Article FIFTH of its Charter, the Board of
Directors has reclassified 4,000 authorized and unissued shares of common
stock of the Corporation as additional preferred stock of the Corporation and
has authorized the issuance of preferred stock, par value $.10 per share,
liquidation preference $50,000 per share plus an amount equal to accumulated
but unpaid dividends (whether or not earned or declared) thereon, to be
designated Auction Market Preferred Stock.

         SECOND: The preferences, voting powers, restrictions, limitations as
to dividends, qualifications, and terms and conditions of redemption, of the
shares of such preferred stock shall be identical to the 4,000 shares of
Auction Market Preferred Stock previously reclassified and authorized by the
Board of Directors pursuant to Articles Supplementary dated September 11, 1992
and filed on September 15, 1992 with the Maryland State Department of
Assessments and Taxation. Accordingly, these Articles Supplementary hereby
incorporate by reference such previously filed Articles Supplementary
beginning with the section entitled "DESIGNATION" and continuing until the end
of the final section entitled "Securities Depository; Stock Certificates,"
with the following exception:

----------------------

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

<PAGE>

         At page 2, in the section entitled "DESIGNATION," strike out the date
"September 16, 1992" and insert in lieu thereof the date "December 1, 1994";

         IN WITNESS WHEREOF, MUNIYIELD QUALITY FUND, INC. has caused these
presents to be signed in its name and on its behalf by a duly authorized
officer, and attested by its Secretary, and the said officers of the
Corporation further acknowledge said instrument to be the corporate act of the
Corporation, and state under the penalties of perjury that to the best of
their knowledge, information and belief the matters and facts herein set forth
with respect to approval are true in all material respects, all on November
30, 1994.

                                 MUNIYIELD QUALITY FUND, INC.



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


Attest:



By
  -------------------------------
Name:  Mark B. Goldfus
Its:     Secretary



                                      2
</TEXT>
</DOCUMENT>
