- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
      AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 3, 1995
 
          PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
                    EXCHANGE ACT OF 1934 (AMENDMENT NO.    )
 
Filed by the registrant /x/
Filed by a party other than the registrant / /
 
Check the appropriate box:
/ /     Preliminary Proxy Statement            / / Confidential, for Use of the
/x/     Definitive Proxy Statement                 Commission Only (as permitted
/ /     Definitive Additional Materials            by Rule 14a-6(e)(2))
/ /     Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
 
                     MuniYield New York Insured Fund, Inc.
- --------------------------------------------------------------------------------
                (Name of Registrant as Specified in its Charter)
 
                     MuniYield New York Insured Fund, Inc.
- --------------------------------------------------------------------------------
                   (Name of Person(s) Filing Proxy Statement)
 
Payment of Filing Fee (Check the appropriate box):
 
/x/     $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2)
        or Item 22(a)(2) of Schedule 14A.
/ /     $500 per each party to the controversy pursuant to Exchange Act Rule
          14a-6(i)(3).
/ /     Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
 
(1) Title of each class of securities to which transaction applies:
 
- --------------------------------------------------------------------------------
 
(2) Aggregate number of securities to which transaction applies:
 
- --------------------------------------------------------------------------------
 
(3) Per unit price or other underlying value of transaction computed pursuant to
    Exchange Act Rule 0-11:(1)
 
- --------------------------------------------------------------------------------
 
(4) Proposed maximum aggregate value of transaction:
- --------------------------------------------------------------------------------

(5) Total fee paid:                                         
- --------------------------------------------------------------------------------
/ / Fee paid previously with preliminary materials.


/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
    0-11(a)(2) and identify the filing for which the offsetting fee was paid
    previously. Identify the previous filing by registration statement number,
    or the form or schedule and the date of its filing.
 
(1) Amount previously paid:
 
- --------------------------------------------------------------------------------
 
(2) Form, schedule or registration statement no.:
 
- --------------------------------------------------------------------------------
 
(3) Filing Party:
 
- --------------------------------------------------------------------------------
 
(4) Date Filed:
 
- --------------------------------------------------------------------------------
 
(1)Set forth the amount on which the filing fee is calculated and state how it
was determined.
 
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------


                     MUNIYIELD NEW YORK INSURED FUND, INC.
                                 P.O. BOX 9011
                        PRINCETON, NEW JERSEY 08543-9011
 
                            ------------------------
 
                 NOTICE OF 1995 ANNUAL MEETING OF STOCKHOLDERS
 
                            ------------------------
 
                                 JUNE 16, 1995
 
TO THE STOCKHOLDERS OF MUNIYIELD NEW YORK INSURED FUND, INC.:
 
     Notice is hereby given that the 1995 Annual Meeting of Stockholders (the
'Meeting') of MuniYield New York Insured Fund, Inc. (the 'Fund') will be held at
the offices of Merrill Lynch Asset Management, L.P., 800 Scudders Mill Road,
Plainsboro, New Jersey, on Friday, June 16, 1995 at 11:45 A.M. for the following
purposes:
 
          (1) To elect a Board of Directors to serve for the ensuing year;
 
          (2) To consider and act upon a proposal to ratify the selection of
     Deloitte & Touche LLP to serve as independent auditors of the Fund for its
     current fiscal year; and
 

          (3) To transact such other business as may properly come before the
     Meeting or any adjournment thereof.
 
     The Board of Directors has fixed the close of business on April 24, 1995 as
the record date for the determination of stockholders entitled to notice of and
to vote at the Meeting or any adjournment thereof.
 
     A complete list of the stockholders of the Fund entitled to vote at the
Meeting will be available and open to the examination of any stockholder of the
Fund for any purpose germane to the Meeting during ordinary business hours from
and after June 2, 1995, at the office of the Fund, 800 Scudders Mill Road,
Plainsboro, New Jersey 08536. You are cordially invited to attend the Meeting.
STOCKHOLDERS WHO DO NOT EXPECT TO ATTEND THE MEETING IN PERSON ARE REQUESTED TO
COMPLETE, DATE AND SIGN THE ENCLOSED FORM OF PROXY AND RETURN IT PROMPTLY IN THE
ENVELOPE PROVIDED FOR THIS PURPOSE. The enclosed proxy is being solicited on
behalf of the Board of Directors of the Fund.
 
                                          By Order of the Board of Directors
                                          MARK B. GOLDFUS
                                          Secretary
 
Plainsboro, New Jersey
Dated: May 2, 1995



                                PROXY STATEMENT
                            ------------------------
 
                     MUNIYIELD NEW YORK INSURED FUND, INC.
                                 P.O. BOX 9011
                        PRINCETON, NEW JERSEY 08543-9011
                            ------------------------
 
                      1995 ANNUAL MEETING OF STOCKHOLDERS
                            ------------------------
 
                                 JUNE 16, 1995
 
                                  INTRODUCTION
 
     This Proxy Statement is furnished in connection with the solicitation of
proxies on behalf of the Board of Directors of MuniYield New York Insured Fund,
Inc., a Maryland corporation (the 'Fund'), to be voted at the 1995 Annual
Meeting of Stockholders of the Fund (the 'Meeting'), to be held at the offices
of Merrill Lynch Asset Management, L.P. ('MLAM'), 800 Scudders Mill Road,
Plainsboro, New Jersey, on Friday, June 16, 1995 at 11:45 A.M. The approximate
mailing date of this Proxy Statement is May 5, 1995.
 
     All properly executed proxies received prior to the Meeting will be voted
at the Meeting in accordance with the instructions marked thereon or otherwise
as provided therein. Unless instructions to the contrary are marked, proxies
will be voted for the election of the Board of Directors to serve for the
ensuing year, and for the ratification of the selection of independent auditors
to serve for the Fund's current fiscal year. Any proxy may be revoked at any
time prior to the exercise thereof by giving written notice to the Secretary of
the Fund at the Fund's address indicated above or by voting in person at the
Meeting.
 
     The Board of Directors has fixed the close of business on April 24, 1995 as
the record date for the determination of stockholders entitled to notice of and
to vote at the Meeting and at any adjournment thereof. Stockholders on the
record date will be entitled to one vote for each share held, with no shares
having cumulative voting rights. As of April 24, 1995, the Fund had outstanding
12,046,743 shares of common stock, par value $.10 per share ('Common Stock'),
and 3,400 shares of auction market preferred stock, par value $.05 per share and
liquidation preference of $25,000 per share plus an amount equal to accumulated
but unpaid dividends thereon ('AMPS'). To the knowledge of the Fund, as of April
24, 1995, no person is the beneficial owner of more than five percent of the
outstanding shares of Common Stock or five percent of the outstanding AMPS.
 
     The Board of Directors of the Fund knows of no business other than that
mentioned in Items 1 and 2 of the Notice of Meeting which will be presented for
consideration at the Meeting. If any other matter is properly presented, it is
the intention of the persons named in the enclosed proxy to vote in accordance
with their best judgment.
 
                         ITEM 1. ELECTION OF DIRECTORS
 

     At the Meeting, the Board of Directors will be elected to serve until the
next Annual Meeting of Stockholders and until their successors are elected and
qualified. It is intended that all properly executed proxies will be voted
(unless such authority has been withheld in the proxy) as follows:
 
          (1) All such proxies of the holders of AMPS, voting separately by
     class, in favor of the two (2) persons designated as Directors to be
     elected by holders of AMPS; and

          (2) All such proxies of the holders of AMPS and Common Stock, voting
     together as a single class, in favor of the three (3) persons designated as
     Directors to be elected by holders of AMPS and Common Stock.
 
     The Board of Directors of the Fund knows of no reason why any of these
nominees will be unable to serve, but in the event of any such unavailability,
the proxies received will be voted for such substitute nominee or nominees as
the Board of Directors may recommend.
 
     Certain information concerning the nominees, including their designated
classes, is set forth as follows:
 
TO BE ELECTED BY HOLDERS OF AMPS, VOTING SEPARATELY BY CLASS:


                                                                                               SHARES
                                                                                            BENEFICIALLY
                                                                                              OWNED AT
                                                                                              APRIL 24,
                                                                                                1995
                                                PRINCIPAL OCCUPATIONS                       -------------
       NAME AND ADDRESS                        DURING PAST FIVE YEARS            DIRECTOR   COMMON
          OF NOMINEE             AGE         AND PUBLIC DIRECTORSHIPS(1)          SINCE     STOCK    AMPS
- ------------------------------   ---   ---------------------------------------   --------   ------   ----
                                                                                      
Joseph L. May(1)(2) ..........   65    Attorney in private practice since          1992       0       0
424 Church Street                      1984; President, May and Athens Hosiery
Suite 2000                             Mills Division, Wayne-Gossard
Nashville, Tennessee 37219             Corporation from 1954 to 1983; Vice
                                       President, Wayne-Gossard Corporation
                                       from 1972 to 1983; Chairman, The May
                                       Corporation (personal holding company)
                                       from 1972 to 1983; Director, Signal
                                       Apparel Co. from 1972 to 1989.
Andre F. Perold(1)(2) ........   43    Professor, Harvard Business School          1992       0       0
Morgan Hall                            since 1989 and Associate Professor from
Soldiers Field                         1983 to 1989; Trustee, The Common Fund,
Boston, Massachusetts 02163            since 1989; Director, Quantec Limited
                                       since 1991 and Teknekron Software
                                       Systems since 1994.
 

TO BE ELECTED BY HOLDERS OF AMPS AND COMMON STOCK, VOTING TOGETHER AS A SINGLE CLASS:
                                                                                               SHARES
                                                                                            BENEFICIALLY

                                                                                              OWNED AT
                                                                                              APRIL 24,
                                                                                                1995
                                                PRINCIPAL OCCUPATIONS                       -------------
       NAME AND ADDRESS                        DURING PAST FIVE YEARS            DIRECTOR   COMMON
          OF NOMINEE             AGE         AND PUBLIC DIRECTORSHIPS(1)          SINCE     STOCK    AMPS
- ------------------------------   ---   ---------------------------------------   --------   ------   ----
Herbert I. London(1)(2) ......   56    Dean, Gallatin Division of New York         1992       0       0
113-115 University Place               University from 1978 to 1993 and
New York, New York 10003               Director from 1975 to 1976; John M.
                                       Olin Professor of Humanities, New York
                                       University since 1993 and Professor
                                       thereof since 1980; Distinguished
                                       Fellow, Herman Kahn Chair, Hudson
                                       Institute from 1984 to 1985; Trustee,
                                       Hudson Naval Institute since 1980;
                                       Overseer, Center for Naval Analyses;
                                       Director, Damon Corporation since 1991.

 
                                       2

 


                                                                                               SHARES
                                                                                            BENEFICIALLY
                                                                                              OWNED AT
                                                                                              APRIL 24,
                                                                                                1995
                                                PRINCIPAL OCCUPATIONS                       -------------
       NAME AND ADDRESS                        DURING PAST FIVE YEARS            DIRECTOR   COMMON
          OF NOMINEE             AGE         AND PUBLIC DIRECTORSHIPS(1)          SINCE     STOCK    AMPS
- ------------------------------   ---   ---------------------------------------   --------   ------   ----
                                                                                        
Robert R. Martin(1)(2) .......   68    Director, WTC Industries, Inc. since        1993       0       0
513 Grand Hill                         1995 and Chairman thereof from 1994 to
St. Paul, Minnesota 55102              1995; Chairman and Chief Executive                             
                                       Officer, Kinnard Investments, Inc. from                          
                                       1990 to 1993; Executive Vice President,                        
                                       Dain Bosworth from 1974 to 1989;                                
                                       Director, Carnegie Capital Management                           
                                       from 1977 to 1985 and Chairman thereof                              
                                       in 1979; Director, Securities Industry                      
                                       Association from 1981 to 1982 and                                 
                                       Public Securities Association from 1979                             
                                       to 1980; Trustee, Northland College
                                       since 1992.                                 

Arthur Zeikel(1)* ............   62    President of Fund Asset Management,         1992       0       0
P.O. Box 9011                          L.P. ('FAM', which term includes its
Princeton, New Jersey                  corporate predecessors) since 1977;
08543-9011                             President of MLAM (which term includes
                                       its corporate predecessors) since 1977;

                                       President and Director of Princeton
                                       Services, Inc. ('Princeton Services')
                                       since 1993; Executive Vice President of
                                       Merrill Lynch & Co., Inc. ('ML&Co.')
                                       since 1990; Executive Vice President of
                                       Merrill Lynch, Pierce, Fenner & Smith
                                       Incorporated ('Merrill Lynch') since
                                       1990 and a Senior Vice President
                                       thereof from 1985 to 1990.

 
- ------------------
 
(1) Each of the nominees is a director, trustee or member of an advisory board
    of certain other investment companies for which FAM or MLAM acts as
    investment adviser. See 'Compensation of Directors and Officers' below.
 
(2) Member of Audit Committee of the Board of Directors.
 
 * Interested person, as defined in the Investment Company Act of 1940, as
   amended (the 'Investment Company Act'), of the Fund.
 
     Committees and Board of Directors' Meetings.  The Board of Directors has a
standing Audit Committee which consists of the Directors who are not 'interested
persons' of the Fund within the meaning of the Investment Company Act. The
principal purpose of the Audit Committee is to review the scope of the annual
audit conducted by the Fund's independent auditors and the evaluation by such
auditors of the accounting procedures followed by the Fund. The non-interested
Directors have retained independent legal counsel to assist them in connection
with these duties. The Board of Directors does not have a nominating committee.
 
                                       3

     During the fiscal year ended October 31, 1994, the Board of Directors held
five meetings and the Audit Committee held four meetings. All of the Directors
attended at least 75% of the aggregate of the total number of meetings of the
Board of Directors and the total number of meetings held by all Committees of
the Board on which he served during such period.
 
     Compliance with Section 16(a) of the Securities Exchange Act of
1934.  Section 16(a) of the Securities Exchange Act of 1934, as amended (the
'Exchange Act'), requires the Fund's officers, directors and persons who own
more than ten percent of a registered class of the Fund's equity securities, to
file reports of ownership and changes in ownership on Forms 3, 4 and 5 with the
Securities and Exchange Commission ('SEC') and the New York Stock Exchange.
Officers, directors and greater than ten percent stockholders are required by
SEC regulations to furnish the Fund with copies of all Forms 3, 4 and 5 they
file.
 
     Based solely on the Fund's review of the copies of such forms, and
amendments thereto, furnished to it during or with respect to its most recent
fiscal year, and written representations from certain reporting persons that
they were not required to file Form 5 with respect to the most recent fiscal
year, the Fund believes that all of its officers, directors, greater than ten

percent beneficial owners and other persons subject to Section 16 of the
Exchange Act because of the requirements of Section 30 of the Investment Company
Act (i.e., any advisory board member, investment adviser or affiliated person of
the Fund's investment adviser) have complied with all filing requirements
applicable to them with respect to transactions during the Fund's most recent
fiscal year except that Elizabeth Griffin inadvertently failed to make a timely
Form 3 filing to report her election as a Senior Vice President of FAM.
 
     Interested Persons.  The Fund considers Mr. Zeikel to be an 'interested
person' of the Fund within the meaning of Section 2(a)(19) of the Investment
Company Act because of the positions he holds with FAM and its affiliates. Mr.
Zeikel is the President of the Fund and the President of FAM and MLAM.
 
     Compensation of Directors and Officers.  FAM, the Fund's investment
adviser, pays all compensation of all officers of the Fund and all Directors of
the Fund who are affiliated with ML&Co. or its subsidiaries. The Fund pays each
Director not affiliated with the investment adviser a fee of $2,500 per year
plus $250 per regular meeting attended, together with such Director's actual
out-of-pocket expenses relating to attendance at meetings. The Fund also pays
each member of its Audit Committee a fee of $500 per year plus $125 per meeting
attended, together with such Director's out-of-pocket expenses relating to
attendance at meetings. These fees and expenses aggregated $22,980 for the
fiscal year ended October 31, 1994.
 
     The following table sets forth for the fiscal year ended October 31, 1994
compensation paid by the Fund to the non-affiliated Directors, and for the
calendar year ended December 31, 1994, the aggregate compensation paid by all
investment companies advised by FAM and its affiliate, MLAM ('FAM/MLAM Advised
Funds') to the non-affiliated Directors.
 


                                         PENSION OR       TOTAL COMPENSATION
                                         RETIREMENT              FROM
                        AGGREGATE     BENEFITS ACCRUED    FUND AND FAM/MLAM
      NAME OF          COMPENSATION        AS PART        ADVISED FUNDS PAID
      DIRECTOR          FROM FUND     OF FUND EXPENSES       TO DIRECTORS
- --------------------   ------------   -----------------   ------------------
                                                 
Herbert I. London(1)      $4,500            None               $168,250
Robert R. Martin(1)       $4,500            None               $168,250
Joseph L. May(1)          $4,500            None               $168,250
Andre F. Perold(1)        $4,500            None               $168,250

 
- ------------------
(1) In addition to the Fund, the Directors serve on the Boards of other FAM/MLAM
    Advised Funds as follows: Mr. London (22 boards), Mr. Martin (22 boards),
    Mr. May (22 boards) and Mr. Perold (22 boards).
 
                                       4

     Officers of the Fund.  The Board of Directors has elected seven officers of
the Fund. The following sets forth information concerning each of these

officers:
 


                                                                      OFFICER
       NAME AND PRINCIPAL OCCUPATION              OFFICE        AGE    SINCE
- -------------------------------------------   ---------------   ---   -------
                                                             
Arthur Zeikel .............................      President      62     1992
  President of FAM since 1977; President of
  MLAM since 1977; President and Director
  of Princeton Services since 1993;
  Executive Vice President of Merrill Lynch
  since 1990 and Senior Vice President from
  1985 to 1990; Executive Vice President of
  ML&Co. since 1990; Director of Merrill
  Lynch Funds Distributor, Inc. ('MLFD').
Terry K. Glenn ............................   Executive Vice    54     1992
  Executive Vice President of FAM and MLAM       President
  since 1983; Executive Vice President and
  Director of Princeton Services since
  1993; President of MLFD since 1986 and
  Director since 1991; President of
  Princeton Administrators, L.P. since
  1988.
Vincent R. Giordano .......................   Vice President    50     1992
  Senior Vice President of FAM and MLAM
  since 1984 and Vice President of MLAM
  from 1980 to 1984; Portfolio Manager of
  FAM and MLAM since 1977; Senior Vice
  President of Princeton Services since
  1993.
Kenneth A. Jacob ..........................   Vice President    45     1992
  Vice President of FAM and MLAM since
  1984; employed by MLAM since 1978.
Donald C. Burke ...........................   Vice President    34     1993
  Vice President and Director of Taxation
  of MLAM since 1990; Employee of Deloitte
  & Touche LLP from 1982 to 1990.
Gerald M. Richard .........................      Treasurer      45     1992
  Senior Vice President and Treasurer of
  FAM and MLAM since 1984; Senior Vice
  President and Treasurer of Princeton
  Services since 1993; Treasurer of MLFD
  since 1984 and Vice President since 1981.
Mark B. Goldfus ...........................      Secretary      48     1992
  Vice President of FAM and MLAM since
  1985.

 
     Stock Ownership.  At April 24, 1995, the Directors and officers of the Fund
as a group (11 persons) owned an aggregate of less than 1% of the Common Stock
of the Fund outstanding at such date and owned none of the AMPS outstanding at
such date. At such date, Mr. Zeikel, a Director and officer of the Fund, and the

other officers of the Fund owned an aggregate of less than 1% of the outstanding
shares of common stock of ML&Co.
 
                   ITEM 2. SELECTION OF INDEPENDENT AUDITORS
 
     The Board of Directors of the Fund, including a majority of the Directors
who are not interested persons of the Fund, has selected the firm of Deloitte &
Touche LLP ('D&T'), Independent Auditors, to examine the financial statements of
the Fund for the current fiscal year. The Fund knows of no direct or indirect
financial interest of D&T in the Fund. Such appointment is subject to
ratification or rejection by the stockholders of the Fund. Unless a contrary
specification is made, the accompanying proxy will be voted in favor of
ratifying the selection of such auditors.
 
                                       5

     D&T also acts as independent auditors for ML&Co. and all of its
subsidiaries and for most other investment companies for which FAM or MLAM acts
as investment adviser. The fees received by D&T from these other entities are
substantially greater, in the aggregate, than the total fees received by it from
the Fund. The Board of Directors of the Fund considered the fact that D&T has
been retained as the independent auditors for ML&Co. and the other entities
described above in its evaluation of the independence of D&T with respect to the
Fund.
 
     Representatives of D&T are expected to be present at the Meeting and will
have the opportunity to make a statement if they so desire and to respond to
questions from stockholders.
 
                             ADDITIONAL INFORMATION
 
     The expenses of preparation, printing and mailing of the enclosed form of
proxy and accompanying Notice and Proxy Statement will be borne by the Fund. The
Fund will reimburse banks, brokers and others for their reasonable expenses in
forwarding proxy solicitation material to the beneficial owners of the shares of
the Fund. The Fund may also hire proxy solicitors at the expense of the Fund.
 
     In order to obtain the necessary quorum at the Meeting (i.e., a majority of
the shares of each class of the Fund's securities entitled to vote at the
Meeting, present in person or by proxy), supplementary solicitation may be made
by mail, telephone, telegraph or personal interview by officers of the Fund. It
is anticipated that the cost of such supplementary solicitation, if any, will be
nominal.
 
     All shares represented by properly executed proxies, unless such proxies
have previously been revoked, will be voted at the Meeting in accordance with
the directions on the proxies; if no direction is indicated, the shares will be
voted 'FOR' the Director nominees and 'FOR' the ratification of D&T as
independent auditors.
 
     The Directors are to be elected by class vote, two Directors being elected
by the holders of AMPS and the remaining Directors by the holders of AMPS and
Common Stock, voting together as a single class. At a meeting at which a quorum
is duly constituted, (i) the affirmative vote of a majority of the votes cast by

the holders of AMPS, voting separately as a class in person or by proxy, is
required for the election of the two (2) persons designated as Directors to be
elected by the holders of AMPS; (ii) the affirmative vote of a majority of the
votes cast by the holders of AMPS and Common Stock, voting together as a single
class in person or by proxy, is required for the election of the remaining
Directors (Item 1); and (iii) the proposal to ratify the selection of the Fund's
independent auditors (Item 2) may be approved by the affirmative vote of a
majority of the votes cast by the holders of Common Stock and AMPS, voting
together as a single class in person or by proxy.
 
     Broker-dealer firms, including Merrill Lynch, holding Fund shares in
'street name' for the benefit of their customers and clients will request the
instructions of such customers and clients on how to vote their shares on each
Item before the Meeting. The Fund understands that, under the rules of the New
York Stock Exchange, such broker-dealer firms may, without instructions from
their customers and clients, grant authority to the proxies designated to vote
on the election of Directors (Item 1) and ratification of the selection of
independent auditors (Item 2) if no instructions have been received prior to the
date specified in the broker-dealer firm's request for voting instructions. The
Fund will include shares held of record by broker-dealers as to which such
authority has been granted in its tabulation of the total number of votes
present for purposes of determining whether the necessary quorum of stockholders
exists. Proxies which are returned but which are marked 'abstain' or on which a
broker-dealer has declined to vote on any proposal ('broker non-votes') will be
counted as present for purposes of a quorum. Merrill Lynch has advised the Fund
that it intends to exercise discretion over the shares held in its name for
which no instructions have been received by voting such shares in the same
proportion as it
 
                                       6

has voted shares for which it has received instructions. Abstentions and broker
non-votes will not be counted as votes cast and therefore will have no effect on
the vote on either Item 1 or Item 2.
 
ADDRESS OF INVESTMENT ADVISER
 
     The principal office of FAM is located at 800 Scudders Mill Road,
Plainsboro, New Jersey 08536.
 
ANNUAL REPORT DELIVERY
 
     The Fund will furnish, without charge, a copy of its annual report for the
fiscal year ended October 31, 1994 to any stockholder upon request. Such
requests should be directed to MuniYield New York Insured Fund, Inc., P.O. Box
9011, Princeton, New Jersey 08543-9011, Attention: Mark B. Goldfus, Secretary,
or to 1-800-MERRILL ext. 9368 (1-800-637-7455 ext. 9368).
 
STOCKHOLDER PROPOSALS
 
     If a stockholder intends to present a proposal at the 1996 Annual Meeting
of Stockholders of the Fund, which is anticipated to be held in June 1996, and
desires to have the proposal included in the Fund's proxy statement and form of
proxy for that meeting, the stockholder must deliver the proposal to the offices

of the Fund by January 2, 1996.
 
                                          By Order of the Board of Directors
                                          MARK B. GOLDFUS
                                          Secretary
 
Dated: May 2, 1995
 
                                       7

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

                                                           AUCTION MARKET
                                                           PREFERRED STOCK

                     MUNIYIELD NEW YORK INSURED FUND INC.
                                 P.O. BOX 9011
                       PRINCETON, NEW JERSEY 08543-9011
                                   P R O X Y
          THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

  The undersigned hereby appoints Arthur Zeikel, Terry K. Glenn and Mark B.
Goldfus as proxies, each with the power to appoint his substitute, and hereby
authorizes them to represent and to vote, as designated on the reverse hereof,
all the shares of Auction Market Preferred Stock of MuniYield New York Insured 
Fund, Inc. (the "Fund") held of record by the undersigned on April 24, 1995 at
the annual meeting of stockholders of the Fund to be held on June 16, 1995 or
any adjournment thereof.

  THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED 
HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL
BE VOTED FOR PROPOSALS 1 AND 2.

                             (Continued and to be signed on the reverse side)


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


PLEASE MARK BOXES / / OR /X/ IN BLUE OR BLACK INK.

1. ELECTION OF    FOR all nominees listed      WITHHOLD AUTHORITY
   DIRECTORS      below (except as marked      to vote for all nominees
                  to the contrary below) / /   listed below / /

   (INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, 
   STRIKE A LINE THROUGH THE NOMINEE'S NAME IN THE LIST BELOW.)
   Herbert I. London, Robert R. Martin, Joseph L. May, Andre F. Perold, 
   Arthur Zeikel

2. Proposal to ratify the selection of Deloitte & Touche LLP as the independent
   auditors of the Fund to serve for the current fiscal year.

   FOR / /      AGAINST / /        ABSTAIN / /

3. In the discretion of such proxies, upon such other business as may properly
   come before the meeting or any adjournment thereof.

Please sign exactly as name appears hereon. When shares are held by joint
tenants, both should sign. When signing as attorney or as executor,
administrator, trustee or guardian, please give full title as such. If a
corporation, please sign in full corporate name by president or other authorized
officer. If a partnership, please sign in partnership name by authorized
person.


                                 Dated:_______________________________, 1995


                                 X__________________________________________
                                                   Signature

                                 X__________________________________________
                                        Signature, if held jointly


SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE.



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

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

                                                           COMMON STOCK

                     MUNIYIELD NEW YORK INSURED FUND, INC.
                                 P.O. BOX 9011
                       PRINCETON, NEW JERSEY 08543-9011
                                   P R O X Y
          THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

  The undersigned hereby appoints Arthur Zeikel, Terry K. Glenn and Mark B.
Goldfus as proxies, each with the power to appoint his substitute, and hereby
authorizes them to represent and to vote, as designated on the reverse hereof,
all the shares of Common Stock of MuniYield New York Insured Fund, Inc. 
(the "Fund") held of record by the undersigned on April 24, 1995 at the annual
meeting of stockholders of the Fund to be held on June 16, 1995 or any
adjournment thereof.

  THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED 
HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL
BE VOTED FOR PROPOSALS 1 AND 2.

                             (Continued and to be signed on the reverse side)


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


PLEASE MARK BOXES / / OR /X/ IN BLUE OR BLACK INK.

1. ELECTION OF    FOR all nominees listed      WITHHOLD AUTHORITY
   DIRECTORS      below (except as marked      to vote for all nominees
                  to the contrary below) / /   listed below / /

   (INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, 
   STRIKE A LINE THROUGH THE NOMINEE'S NAME IN THE LIST BELOW.)
   Herbert I. London, Robert R. Martin, Arthur Zeikel

2. Proposal to ratify the selection of Deloitte & Touche LLP as the independent
   auditors of the Fund to serve for the current fiscal year.

   FOR / /      AGAINST / /        ABSTAIN / /

3. In the discretion of such proxies, upon such other business as may properly
   come before the meeting or any adjournment thereof.

Please sign exactly as name appears hereon. When shares are held by joint
tenants, both should sign. When signing as attorney or as executor,
administrator, trustee or guardian, please give full title as such. If a
corporation, please sign in full corporate name by president or other authorized
officer. If a partnership, please sign in partnership name by authorized
person.

                                 Dated:_______________________________, 1995



                                 X__________________________________________
                                                   Signature

                                 X__________________________________________
                                        Signature, if held jointly


SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE.



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