Exhibit 5(b)

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             Common Stock                             Common Stock
            par value $0.10                          par value $0.10

NUMBER                                                                    SHARES

            INCORPORATED
           UNDER THE LAWS
      OF THE STATE OF MARYLAND

                                                   CUSIP 626299 10 1
                                          SEE REVERSE FOR CERTAIN DEFINITIONS

                              MuniYield Fund, Inc.

      This certifies that

      Is the owner of


             FULLY PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK OF

   MuniYield  Fund,  Inc.,  transferable  on the books of the Corporation by the
   holder  in person  or by duly  authorized  attorney  upon  surrender  of this
   Certificate  properly  endorsed.  This Certificate and the shares represented
   hereby are issued and shall be held subject to all of the  provisions  of the
   Articles of  Incorporation  and of the By-Laws of the  Corporation and of all
   the amendments  from time to time thereto.  This  Certificate is valid unless
   countersigned and registered by the Transfer Agent and Registrar.

         Witness the  facsimile  seal of the  Corporation  and the  facsimile
   signatures of its duly authorized officers.

   Dated:                     Countersigned and Registered:
                                         THE BANK OF NEW YORK

                                                               Transfer Agent
                                                                and Registrar
                              By

         President

                    Secretary

                                                         Authorized Signature

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                              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                           (Cust)            (Minor)
         entireties
JT TEN  -as joint tenants with                     Under Uniform Gifts to Minors
         right of survivorship                     Act..........................
         and not as                                            (State)
         tenants in common

     Additional abbreviations may also be used though not in the above list.

      For  value   received,..........................hereby  sell,  assign  and
transfer unto

PLEASE INSERT SOCIAL SECURITY OR OTHER
    IDENTIFYING NUMBER OF ASSIGNEE
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Please Print or Typewrite Name and Address including Postal Zip Code of Assignee

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represented by the within Certificate,  and do hereby irrevocably constitute and
appoint

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Attorney  to  transfer  the  said  shares  on  the  books  of  the  within-named
Corporation with full 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.

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Signatures must be guaranteed by a national bank or other bank which is a member
of the Federal Reserve System (not a savings bank) or by a member firm of any
national or regional stock exchange. Notarized signatures are not sufficient.

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