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<SEC-DOCUMENT>0000905148-04-002869.txt : 20040623
<SEC-HEADER>0000905148-04-002869.hdr.sgml : 20040623
<ACCEPTANCE-DATETIME>20040623151143
ACCESSION NUMBER:		0000905148-04-002869
CONFORMED SUBMISSION TYPE:	POS EX
PUBLIC DOCUMENT COUNT:		1
FILED AS OF DATE:		20040623
EFFECTIVENESS DATE:		20040623

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 EX
		SEC ACT:		1933 Act
		SEC FILE NUMBER:	333-113433
		FILM NUMBER:		04877209

	BUSINESS ADDRESS:	
		STREET 1:		800 SCUDDERS MILL ROAD
		CITY:			PLAINSBORO
		STATE:			NJ
		ZIP:			08530
		BUSINESS PHONE:		6092822800
</SEC-HEADER>
<DOCUMENT>
<TYPE>POS EX
<SEQUENCE>1
<FILENAME>efc4-1198_5562999posex.txt
<TEXT>

     As filed with the Securities and Exchange Commission on June 23, 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.  3     [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. 3 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. 3 to the N-14 Registration Statement is
being filed solely to file an opinion of Sidley Austin Brown & Wood LLP, tax
counsel for the Registrant, as Exhibit 12 to the N-14 Registration Statement.
The tax opinion relates to the reorganization of MuniInsured Fund, Inc. into
the Registrant.


                                      2
<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.(d)

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

    3    -- Not Applicable.

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

    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.(g)

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

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

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


                                     C-1
<PAGE>


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

     (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").(i)

   10    -- Not applicable.

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

   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.(j)

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

     (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.(f)

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

   15    -- Not applicable.

   16    -- Power of Attorney.(k)

   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 Post-Effective Amendment No. 2 to the
     Registrant's Registration Statement on Form N-14 (File Nos. 333-113433
     and 811-06540) (the "N-14 Registration Statement"), filed on May 14,
     2004.

(e)  Incorporated by reference to Pre-Effective Amendment No. 2 to the
     Registrant's Common Stock Registration Statement.

(f)  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.

(g)  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.

(h)  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).

(i)  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.


                                     C-2
<PAGE>


(j)  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.

(k)  Incorporated by reference to the N-14 Registration Statement, filed on
     March 9, 2004.

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.


                                     C-3
<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 23rd day of June,
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.

<TABLE>
<CAPTION>

                    Signatures                                      Title                              Date
                    ----------                                      -----                              ----

<S>                                                 <C>                                           <C>
                 TERRY K. GLENN *                   President (Principal Executive
                 ----------------                   Officer) and Director
                 (Terry K. Glenn)

                DONALD C. BURKE *                   Vice President and Treasurer
                -----------------                   (Principal Financial and Accounting
                (Donald C. Burke)                   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                                                             June 23, 2004
                  -------------------
       (Donald C. Burke, Attorney-in-Fact)

</TABLE>


                                     C-4
<PAGE>


                                 EXHIBIT INDEX

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


                                     C-5

</TEXT>
</DOCUMENT>
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