<DOCUMENT>
<TYPE>EX-5.C
<SEQUENCE>6
<FILENAME>file005.txt
<DESCRIPTION>AUCTION MARKET PREFERRED
<TEXT>

                                                                    Exhibit 5(c)

      Auction Market Preferred
      Stock, Series A

      NUMBER                                               SHARES 900
M
                              MUNIYIELD FUND, INC.

      INCORPORATED UNDER THE LAWS                           SEE REVERSE FOR
      OF THE STATE OF MARYLAND                              CERTAIN DEFINITIONS

      THIS CERTIFICATE IS TRANSFERABLE                      CUSIP 626299-200
       IN NEW YORK, NY

      THIS CERTIFIES THAT

                                   CEDE & CO.

      IS THE OWNER OF NINE HUNDRED (900)

            FULLY PAID AND  NON-ASSESSABLE  SHARES OF AUCTION  MARKET  PREFERRED
            STOCK,  SERIES A, PAR VALUE $.10 PER SHARE,  LIQUIDATION  PREFERENCE
            $50,000  PER SHARE PLUS AN AMOUNT  EQUAL TO  ACCUMULATED  BUT UNPAID
            DIVIDENDS THEREON (WHETHER OR NOT EARNED OR DECLARED) OF

                              MUNIYIELD 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 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 December 23, 1991                           [SEAL]

      Countersigned and Registered:

      IBJ SCHRODER BANK & TRUST COMPANY                -------------------------
          (New York)           Transfer Agent              Vice President


      By
                                                       -------------------------
          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, AND THE
PURCHASER'S LETTERS REFERRED TO HEREIN. THE CORPORATION WILL FURNISH INFORMATION
ABOUT SUCH RESTRICTION TO ANY STOCKHOLDER,  WITHOUT CHARGE,  UPON REQUEST TO THE
SECRETARY OF THE CORPORATION.

                              MUNIYIELD 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 of stock which the  Corporation is authorized to issue and the differences
in the relative rights and preferences  between the shares of each 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 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:

TEN COM-as tenants in common           UNIF GIFT MIN ACT- ______Custodian ______
TEN ENT-as  tenants by the entireties                     (Cust)         (Minor)
JT TEN- as joint tenants with right           under Uniform Gifts to
         of survivorship  and not as          Minors Act_______________________
         tenants in common                                     (State)

    Additional abbreviations may also 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 fully 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 whatever.


<PAGE>


      Auction Market Preferred
      Stock, Series B

      NUMBER                                               SHARES 900
M

                              MUNIYIELD FUND, INC.

      INCORPORATED UNDER THE LAWS                          SEE REVERSE FOR
      OF THE STATE OF MARYLAND                             CERTAIN DEFINITIONS

      THIS CERTIFICATE IS TRANSFERABLE                     CUSIP 626299-309
       IN NEW YORK, NY

      THIS CERTIFIES THAT

                                   CEDE & CO.

      IS THE OWNER OF NINE HUNDRED (900)

            FULLY PAID AND  NON-ASSESSABLE  SHARES OF AUCTION  MARKET  PREFERRED
            STOCK,  SERIES B, PAR VALUE $.10 PER SHARE,  LIQUIDATION  PREFERENCE
            $50,000  PER SHARE PLUS AN AMOUNT  EQUAL TO  ACCUMULATED  BUT UNPAID
            DIVIDENDS THEREON (WHETHER OR NOT EARNED OR DECLARED) OF

                              MUNIYIELD 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 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 December 23, 1991                           [SEAL]

      Countersigned and Registered:

      IBJ SCHRODER BANK & TRUST COMPANY                -------------------------
          (New York)           Transfer Agent              Vice President


      By
                                                       -------------------------
          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, AND THE
PURCHASER'S LETTERS REFERRED TO HEREIN. THE CORPORATION WILL FURNISH INFORMATION
ABOUT SUCH RESTRICTION TO ANY STOCKHOLDER,  WITHOUT CHARGE,  UPON REQUEST TO THE
SECRETARY OF THE CORPORATION.

                              MUNIYIELD 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 of stock which the  Corporation is authorized to issue and the differences
in the relative rights and preferences  between the shares of each 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 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:

TEN COM-as tenants in common           UNIF GIFT MIN ACT- ______Custodian ______
TEN ENT-as  tenants by the entireties                     (Cust)         (Minor)
JT TEN- as joint tenants with right           under Uniform Gifts to
         of survivorship  and not as          Minors Act_______________________
         tenants in common                                     (State)

     Additional abbreviations may also 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 fully 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 whatever.


<PAGE>


      Auction Market Preferred

      Stock, Series C

      NUMBER                                               SHARES 900
M
                              MUNIYIELD FUND, INC.

      INCORPORATED UNDER THE LAWS                          SEE REVERSE FOR
      OF THE STATE OF MARYLAND                             CERTAIN DEFINITIONS

      THIS CERTIFICATE IS TRANSFERABLE                     CUSIP 626299-408
      IN NEW YORK, NY

      THIS CERTIFIES THAT

                                   CEDE & CO.

      IS THE OWNER OF NINE HUNDRED (900)

            FULLY PAID AND  NON-ASSESSABLE  SHARES OF AUCTION  MARKET  PREFERRED
            STOCK,  SERIES C, PAR VALUE $.10 PER SHARE,  LIQUIDATION  PREFERENCE
            $50,000  PER SHARE PLUS AN AMOUNT  EQUAL TO  ACCUMULATED  BUT UNPAID
            DIVIDENDS THEREON (WHETHER OR NOT EARNED OR DECLARED) OF

                              MUNIYIELD 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 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 December 23, 1991                           [SEAL]

      Countersigned and Registered:

      IBJ SCHRODER BANK & TRUST COMPANY                -------------------------
          (New York)           Transfer Agent              Vice President


      By
                                                       -------------------------
          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, AND THE
PURCHASER'S LETTERS REFERRED TO HEREIN. THE CORPORATION WILL FURNISH INFORMATION
ABOUT SUCH RESTRICTION TO ANY STOCKHOLDER,  WITHOUT CHARGE,  UPON REQUEST TO THE
SECRETARY OF THE CORPORATION.

                              MUNIYIELD 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 of stock which the  Corporation is authorized to issue and the differences
in the relative rights and preferences  between the shares of each 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 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:

TEN COM-as tenants in common           UNIF GIFT MIN ACT- ______Custodian ______
TEN ENT-as  tenants by the entireties                     (Cust)         (Minor)
JT TEN- as joint tenants with right           under Uniform Gifts to
         of survivorship  and not as          Minors Act_______________________
         tenants in common                                     (State)

    Additional abbreviations may also 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 fully 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 whatever.


<PAGE>

      Auction Market Preferred
      Stock, Series D

      NUMBER                                               SHARES 900
M

                              MUNIYIELD FUND, INC.

      INCORPORATED UNDER THE LAWS                          SEE REVERSE FOR
      OF THE STATE OF MARYLAND                             CERTAIN DEFINITIONS

      THIS CERTIFICATE IS TRANSFERABLE                     CUSIP 626299-507
      IN NEW YORK, NY

      THIS CERTIFIES THAT

                                   CEDE & CO.

      IS THE OWNER OF NINE HUNDRED (900)

            FULLY PAID AND  NON-ASSESSABLE  SHARES OF AUCTION  MARKET  PREFERRED
            STOCK,  SERIES D, PAR VALUE $.10 PER SHARE,  LIQUIDATION  PREFERENCE
            $50,000  PER SHARE PLUS AN AMOUNT  EQUAL TO  ACCUMULATED  BUT UNPAID
            DIVIDENDS THEREON (WHETHER OR NOT EARNED OR DECLARED) OF

                              MUNIYIELD 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 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 December 23, 1991                           [SEAL]

      Countersigned and Registered:

      IBJ SCHRODER BANK & TRUST COMPANY                -------------------------
          (New York)           Transfer Agent              Vice President


      By
                                                       -------------------------
          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, AND THE
PURCHASER'S LETTERS REFERRED TO HEREIN. THE CORPORATION WILL FURNISH INFORMATION
ABOUT SUCH RESTRICTION TO ANY STOCKHOLDER,  WITHOUT CHARGE,  UPON REQUEST TO THE
SECRETARY OF THE CORPORATION.

                              MUNIYIELD 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 of stock which the  Corporation is authorized to issue and the differences
in the relative rights and preferences  between the shares of each 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 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:

TEN COM-as tenants in common           UNIF GIFT MIN ACT- ______Custodian ______
TEN ENT-as  tenants by the entireties                     (Cust)         (Minor)
JT TEN- as joint tenants with right           under Uniform Gifts to
         of survivorship  and not as          Minors Act_______________________
         tenants in common                                     (State)

    Additional abbreviations may also 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 fully 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 whatever.


<PAGE>


      Auction Market Preferred
      Stock, Series E

      NUMBER                                               SHARES 1,400
M
                              MUNIYIELD FUND, INC.

      INCORPORATED UNDER THE LAWS                          SEE REVERSE FOR
      OF THE STATE OF MARYLAND                             CERTAIN DEFINITIONS

      THIS CERTIFICATE IS TRANSFERABLE                     CUSIP 626299-606
      IN NEW YORK, NY

      THIS CERTIFIES THAT

                                   CEDE & CO.

      IS THE OWNER OF ONE THOUSAND FOUR HUNDRED (1,400)

            FULLY PAID AND  NON-ASSESSABLE  SHARES OF AUCTION  MARKET  PREFERRED
            STOCK,  SERIES E, PAR VALUE $.10 PER SHARE,  LIQUIDATION  PREFERENCE
            $50,000  PER SHARE PLUS AN AMOUNT  EQUAL TO  ACCUMULATED  BUT UNPAID
            DIVIDENDS THEREON (WHETHER OR NOT EARNED OR DECLARED) OF

                              MUNIYIELD 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 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 December 23, 1991                           [SEAL]

      Countersigned and Registered:

      IBJ SCHRODER BANK & TRUST COMPANY                -------------------------
          (New York)           Transfer Agent              Vice President


      By
                                                       -------------------------
          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, AND THE
PURCHASER'S LETTERS REFERRED TO HEREIN. THE CORPORATION WILL FURNISH INFORMATION
ABOUT SUCH RESTRICTION TO ANY STOCKHOLDER,  WITHOUT CHARGE,  UPON REQUEST TO THE
SECRETARY OF THE CORPORATION.

                              MUNIYIELD 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 of stock which the  Corporation is authorized to issue and the differences
in the relative rights and preferences  between the shares of each 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 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:

TEN COM-as tenants in common           UNIF GIFT MIN ACT- ______Custodian ______
TEN ENT-as  tenants by the entireties                     (Cust)         (Minor)
JT TEN- as joint tenants with right           under Uniform Gifts to
         of survivorship  and not as          Minors Act_______________________
         tenants in common                                     (State)

    Additional abbreviations may also 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 fully 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 whatever.



</TEXT>
</DOCUMENT>
