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<SEC-DOCUMENT>0000905148-04-002511.txt : 20040514
<SEC-HEADER>0000905148-04-002511.hdr.sgml : 20040514
<ACCEPTANCE-DATETIME>20040514162841
ACCESSION NUMBER:		0000905148-04-002511
CONFORMED SUBMISSION TYPE:	POS 8C
PUBLIC DOCUMENT COUNT:		2
FILED AS OF DATE:		20040514

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			MUNIYIELD INSURED FUND INC
		CENTRAL INDEX KEY:			0000883412
		IRS NUMBER:				223165131
		STATE OF INCORPORATION:			NJ
		FISCAL YEAR END:			1031

	FILING VALUES:
		FORM TYPE:		POS 8C
		SEC ACT:		1940 Act
		SEC FILE NUMBER:	811-06540
		FILM NUMBER:		04808187

	BUSINESS ADDRESS:	
		STREET 1:		800 SCUDDERS MILL ROAD
		CITY:			PLAINSBORO
		STATE:			NJ
		ZIP:			08530
		BUSINESS PHONE:		6092822800

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			MUNIYIELD INSURED FUND INC
		CENTRAL INDEX KEY:			0000883412
		IRS NUMBER:				223165131
		STATE OF INCORPORATION:			NJ
		FISCAL YEAR END:			1031

	FILING VALUES:
		FORM TYPE:		POS 8C
		SEC ACT:		1933 Act
		SEC FILE NUMBER:	333-113433
		FILM NUMBER:		04808188

	BUSINESS ADDRESS:	
		STREET 1:		800 SCUDDERS MILL ROAD
		CITY:			PLAINSBORO
		STATE:			NJ
		ZIP:			08530
		BUSINESS PHONE:		6092822800
</SEC-HEADER>
<DOCUMENT>
<TYPE>POS 8C
<SEQUENCE>1
<FILENAME>efc4-1035_5542589pos8c.txt
<DESCRIPTION>MUNIYIELD
<TEXT>

     As filed with the Securities and Exchange Commission on May 14, 2004

                                            Securities Act File No. 333-113433
                                    Investment Company Act File No.  811-06540

==============================================================================

                      SECURITIES AND EXCHANGE COMMISSION
                             Washington D.C. 20549

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

                                   FORM N-14
                            REGISTRATION STATEMENT
                                     UNDER
                          THE SECURITIES ACT OF 1933

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

                        Pre-Effective Amendment No.     [ ]
                     Post-Effective Amendment No.   2   [X]
                       (Check appropriate box or boxes)

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

                         MuniYield Insured Fund, Inc.
            (Exact Name of Registrant as Specified in its Charter)

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

                                (609) 282-2800
                       (Area Code and Telephone Number)

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

                            800 Scudders Mill Road
                         Plainsboro, New Jersey 08536
                   (Address of Principal Executive Offices:
                    Number, Street, City, State, Zip Code)

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

                                Terry K. Glenn
                         MuniYield Insured Fund, Inc.
             800 Scudders Mill Road, Plainsboro, New Jersey 08536
       Mailing Address: P.O. Box 9011, Princeton, New Jersey 08543-9011
                   (Name and Address of Agent for Service)

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

                                  Copies to:
          Frank P. Bruno, Esq.                   Andrew J. Donohue, Esq.
     SIDLEY AUSTIN BROWN & WOOD LLP            FUND ASSET MANAGEMENT, L.P.
           787 Seventh Avenue                         P.O. Box 9011
     New York, New York 10019-6018          Princeton, New Jersey 08543-9011

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

Title of Securities Being Registered:  Common Stock, Par Value $.10 per share.

No filing fee is required because of reliance on Section 24(f) under the
Investment Company Act of 1940.


<PAGE>


      This Post-Effective Amendment No. 2 to the Registrant's Registration
Statement on Form N-14 (File No. 333-113433) (the "N-14 Registration
Statement") consists of the following:

      (1) Facing Sheet of this Registration Statement.

      (2) Part C of this Registration Statement (including signature page).

      Parts A and B to the N-14 Registration Statement are unchanged from the
Proxy Statement and Prospectus and Statement of Additional Information
contained in Pre-Effective Amendment No. 1 to the N-14 Registration Statement,
which was filed with the Securities and Exchange Commission on April 15, 2004.

         This Post-Effective Amendment No. 2 to the N-14 Registration
Statement is being filed solely to file Articles of Amendment to the
Registrant's Articles Supplementary, dated December 1, 1994, and the
Registrant's Articles Supplementary dated January 22, 1997 (the "Articles of
Amendment"), as Exhibit 1(e) to the N-14 Registration Statement. The Articles
of Amendment relate to the right of holders of the Registrant's Auction Market
Preferred Stock to vote with respect to certain matters.


<PAGE>


                           PART C OTHER INFORMATION


Item 15. Indemnification.

      Section 2-418 of the General Corporation Law of the State of Maryland,
Article VI of the Registrant's Articles of Incorporation, filed as Exhibit
1(a) hereto; Article VI of the Registrant's By-Laws, filed as Exhibit 2
hereto, and the Investment Advisory Agreement, a form of which is filed as
Exhibit 6 hereto, provide for indemnification.

      Insofar as indemnification for liabilities arising under the Securities
Act of 1933, as amended (the "1933 Act"), may be provided to directors,
officers and controlling persons of the Registrant, pursuant to the foregoing
provisions or otherwise, the Registrant has been advised that in the opinion
of the Securities and Exchange Commission, such indemnification is against
public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the Registrant in
connection with any successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in connection with
the securities being registered, the Registrant will, unless in the opinion of
its counsel the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the 1933 Act and will be governed
by the final adjudication of such issue.

      Reference is made to (i) Section Six of the Purchase Agreement relating
to the Registrant's Common Stock, a form of which previously was filed as an
exhibit to the Common Stock Registration Statement (as defined below), and
(ii) Section Seven of the Purchase Agreement relating to certain series of the
Registrant's Auction Market Preferred Stock ("AMPS"), a form of which
previously was filed as an exhibit to the AMPS Registration Statement (as
defined below), for provisions relating to the indemnification of the
applicable underwriter.


Item 16. Exhibits.

    1(a)  --   Articles of Incorporation of the Registrant.(a)

     (b)  --   Articles of Amendment to the Articles of Incorporation of the
               Registrant.(a)

     (c)  --   Form of Articles Supplementary creating the Series A, Series
               B, Series C, Series D and Series E Auction Market Preferred
               Stock of the Registrant.(b)

     (d)  --   Form of Articles Supplementary creating the Series F and
               Series G Auction Market Preferred Stock of the Registrant.(c)

     (e)  --   Articles of Amendment to Articles Supplementary creating
               Auction Market Preferred Stock of the Registrant.

    2     --   By-Laws of the Registrant.(d)

    3     --   Not Applicable.

    4     --   Form of Agreement and Plan of Reorganization between the
               Registrant and MuniInsured Fund, Inc. (e)

    5(a)  --   Copies of instruments defining the rights of stockholders,
               including the relevant portions of the Articles of
               Incorporation and the By-Laws of the Registrant.(f)

     (b)  --   Form of specimen certificate for the common stock of the
               Registrant.(d)

    6     --   Form of Investment Advisory Agreement between Registrant and
               Fund Asset Management, L.P.(d)

    7(a)  --   Form of Purchase Agreement for the common stock.(d)


                                       5
<PAGE>


     (b)  --   Form of Purchase Agreement for certain series of the AMPS.(g)

     (c)  --   Form of Merrill Lynch Standard Dealer Agreement.(a)

    8     --   Not applicable.

    9     --   Form of Custody Agreement between the Registrant and State
               Street Bank and Trust Company ("State Street").(h)

    10    --   Not applicable.

    11    --   Opinion of Sidley Austin Brown & Wood LLP, counsel for the
               Registrant.(e)

    12    --   Tax Opinion of Sidley Austin Brown & Wood LLP, tax counsel for
               the Registrant.*

    13(a) --   Form of Registrar, Transfer Agency and Service Agreement
               between the Registrant and Equiserve Trust Company, I.A.(i)

      (b) --   Form of Agreement of Resignation, Appointment and Acceptance
               among the Registrant, IBJ Whitehall Banks Trust Company and The
               Bank of New York.(i)

      (c) --   Form of Broker-Dealer Agreement.(b)

      (d) --   Form of Letter of Representations.(b)

    14(a) --   Consent of Ernst & Young LLP, independent auditors for the
               Registrant.(e)

      (b) --   Consent of Deloitte & Touche LLP, independent auditors for
               MuniInsured Fund, Inc. (e)

    15    --   Not applicable.

    16    --   Power of Attorney.(j)

    17    --   None.

____________________________
(a)   Incorporated by reference to the Registrant's Registration Statement on
      Form N-2 relating to the Registrant's Common Stock (File Nos. 33-45058
      and 811-06540) (the "Common Stock Registration Statement").
(b)   Incorporated by reference to Pre-Effective Amendment No. 1 to the
      Registrant's Registration Statement on Form N-2 relating to the Auction
      Market Preferred Stock (File Nos. 33-46025 and 811-06540).
(c)   Incorporated by reference to Exhibit 1(d) to the Pre-Effective Amendment
      No. 1 to the Registrant's Registration Statement on Form N-14 (File Nos.
      333-07823 and 811-06540), filed on August 21, 1996.
(d)   Incorporated by reference to Pre-Effective Amendment No. 2 to the
      Registrant's Common Stock Registration Statement.
(e)   Incorporated by reference to Pre-Effective Amendment No. 1 to the
      Registrant's Registration Statement on Form N-14 (File Nos. 333-113433
      and 811-06540) (the "N-14 Registration Statement"), filed on April 15,
      2004.
(f)   Reference is made to Article V, Article VI (sections 2, 3, 4, 5 and 6),
      Article VII, Article VIII, Article X, Article XI, Article XII and
      Article XIII of the Registrant's Articles of Incorporation, filed as
      Exhibit 1(a) hereto, and to Article II, Article III (sections 1, 2, 3, 5
      and 17), Article VI, Article VII, Article XII, Article XIII and Article
      XIV of the Registrant's By-Laws filed as Exhibit 2 hereto.
(g)   Incorporated by reference to Pre-Effective Amendment No. 1 to the
      Registrant's Registration Statement on Form N-2 relating to the AMPS
      (File Nos. 33-46025 and 811-06540).
(h)   Incorporated by reference to Exhibit 7 to Post-Effective Amendment
      No. 10 to the Registration Statement on Form N-1A of Merrill Lynch
      Maryland Municipal Bond Fund, a series of Merrill Lynch Multi-State
      Municipal Series Trust (File No. 33-49873), filed on October 30, 2001.
(i)   Incorporated by reference to Exhibit 13(c) to the Registration Statement
      on Form N-14 of MuniYield Fund, Inc. (File No. 333-65242), filed on
      September 14, 2001.
(j)   Incorporated by reference to the N-14 Registration Statement, filed on
      March 9, 2004.

*     To be filed by amendment.


<PAGE>


Item 17. Undertakings.

      (1) The undersigned Registrant agrees that prior to any public
reoffering of the securities registered through use of a prospectus which is
part of this Registration Statement by any person or party who is deemed to be
an underwriter within the meaning of Rule 145(c) of the Securities Act of
1933, as amended, the reoffering prospectus will contain information called
for by the applicable registration form for reofferings by persons who may be
deemed underwriters, in addition to the information called for by other items
of the applicable form.

      (2) The undersigned Registrant agrees that every prospectus that is
filed under paragraph (1) above will be filed as part of an amendment to the
registration statement and will not be used until the amendment is effective,
and that, in determining any liability under the Securities Act of 1933, as
amended, each post-effective amendment shall be deemed to be a new
registration statement for the securities offered therein, and the offering of
securities at that time shall be deemed to be the initial bona fide offering
of them.

      (3) The Registrant undertakes to file, by post-effective amendment, an
opinion of counsel as to certain tax matters within a reasonable time after
receipt of such opinion.


<PAGE>

                                  SIGNATURES

      As required by the Securities Act of 1933, this Pre-Effective Amendment
to the Registration Statement has been signed on behalf of the Registrant, in
the Township of Plainsboro and State of New Jersey, on the 14th day of May,
2004.

                               MUNIYIELD INSURED FUND, INC.
                                         (Registrant)

                               By:  /s/ DONALD C. BURKE
                                   --------------------
                               (Donald C. Burke, Vice President and Treasurer)

      As required by the Securities Act of 1933, this Pre-Effective Amendment
to the Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

            Signatures                       Title                     Date
            ----------                       -----                     ----
         TERRY K. GLENN *          President (Principal
         ----------------          Executive Officer) and Director
         (Terry K. Glenn)

        DONALD C. BURKE *          Vice President and
        -----------------          Treasurer (Principal Financial
        (Donald C. Burke)          and Accounting Officer)

       JAMES H. BODURTHA *         Director
       -------------------
       (James H. Bodurtha)

           JOE GRILLS *            Director
       -------------------
           (Joe Grills)

       HERBERT I. LONDON *         Director
       -------------------
       (Herbert I. London)

        ANDRE F. PEROLD *          Director
        -----------------
        (Andre F. Perold)

        ROBERTA C. RAMO *          Director
        -----------------
        (Roberta C. Ramo)

    ROBERT S. SALOMON , JR.*       Director
    -------------------------
     (Robert S. Salomon, Jr.)

      STEPHEN B. SWENSRUD *        Director
      ---------------------
      (Stephen B. Swensrud)

    *By: /s/ DONALD C. BURKE                                     May 14, 2004
         -------------------
         (Donald C. Burke,
         Attorney-in-Fact)


<PAGE>


                                 EXHIBIT INDEX

Exhibit
 Number         Description
 ------         -----------
1(e)      --    Articles of Amendment to Articles Supplementary creating
                Auction Market Preferred Stock of the Registrant.




</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1E
<SEQUENCE>2
<FILENAME>efc4-1035_ex991e.txt
<TEXT>
                                                        Exhibit 99.1(e)


                          MUNIYIELD INSURED FUND, INC.

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

         MUNIYIELD INSURED 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:  (a) The Articles Supplementary, filed on May 19, 1992, and the
Articles Supplementary, filed on December 1, 1994, each creating 1,100 shares of
Series A Auction Market Preferred Stock ("AMPS(R)"), 1,100 shares of Series B
AMPS(R), 1,100 shares of Series C AMPS(R), 1,100 shares of Series D AMPS(R), and
2,000 shares of Series E AMPS(R) are each hereby amended by these Articles of
Amendment in the manner set forth below.

                 (b) The Articles Supplementary, filed on January 22, 1997,
creating 2,400 shares of Series F AMPS(R) and 2,400 shares of Series G AMPS(R),
are hereby amended by these Articles of Amendment in the manner set forth below.

                 (c) In each of the Articles Supplementary referenced above,
paragraph (c) of Section 5 thereof entitled "Right to Vote with Respect to
Certain Other Matters" is deleted in its entirety and replaced with the
following:

                 (c) 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


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



<PAGE>

         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.

         Second: The foregoing amendment to each of the Articles Supplementary
referenced above has been effected in the manner and by the vote required by the
charter of the Corporation (the "Charter") and the laws of the State of
Maryland. Each such amendment has been duly advised, approved, and adopted by a
majority of the entire Board of Directors of the Corporation, and by a majority
of the outstanding Common Stock and AMPS voting together as a single class and
by a majority of the outstanding AMPS voting together as a separate class.

         Third: Except as amended hereby, the Charter and each Articles
Supplementary referenced above shall remain in full force and effect.

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



<PAGE>

         Fifth: These Articles of Amendment shall be effective immediately upon
the acceptance for recording or filing by the Maryland State Department of
Assessments and Taxation.

         IN WITNESS WHEREOF, MUNIYIELD INSURED FUND, INC. has caused these
Articles of Amendment to be signed in its name and on its behalf by its Vice
President and Treasurer, a duly authorized officer of the Corporation, and
attested by its Secretary as of March 26, 2004.

                                       MUNIYIELD INSURED FUND, INC.


                                       By  /s/ Donald C. Burke
                                           -------------------------------
                                           Name:  Donald C. Burke
                                           Title:  Vice President and Treasurer

Attest:


/s/ Phillip S. Gillespie
- -----------------------------------
Name:   Phillip S. Gillespie
Title:  Secretary


         THE UNDERSIGNED, Vice President and Treasurer of MUNIYIELD INSURED
FUND, INC. (the "Corporation"), who executed on behalf of the Corporation the
foregoing Articles of Amendment to Articles Supplementary, of which this
certificate is made a part, hereby acknowledges, in the name and on behalf of
the Corporation, the foregoing Articles of Amendment to be the corporate act of
the Corporation and further certifies that, to the best of his knowledge,
information and belief, these matters and facts contained herein with respect to
the authorization and approval hereof are true in all material respects and that
this statement is made under the penalties for perjury.

                                       MUNIYIELD INSURED FUND, INC.


                                       By  /s/ Donald C. Burke
                                           ---------------------------------
                                           Name:  Donald C. Burke
                                           Title:  Vice President and Treasurer




</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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