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

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 7, 1994
---------------------------------------------------------------------
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
/x/ Definitive proxy statement
/ / Definitive additional materials
/ / Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12

MUNIYIELD NEW JERSEY INSURED FUND, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in its Charter)

MUNIYIELD NEW JERSEY 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).
/ / $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:

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

/ / 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.

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

MUNIYIELD NEW JERSEY INSURED FUND, INC.
BOX 9011
PRINCETON, NEW JERSEY 08543-9011

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

NOTICE OF 1994 ANNUAL MEETING OF STOCKHOLDERS

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

MAY 13, 1994

TO THE STOCKHOLDERS OF
MUNIYIELD NEW JERSEY INSURED FUND, INC.

Notice is hereby given that the 1994 Annual Meeting of Stockholders (the
'Meeting') of MuniYield New Jersey Insured Fund, Inc. (the 'Fund') will be held
at the offices of Merrill Lynch Asset Management, 800 Scudders Mill Road,
Plainsboro, New Jersey, on Friday, May 13, 1994 at 11:00 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 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 March 18, 1994 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 April 29, 1994, 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: April 11, 1994

PROXY STATEMENT
------------------------

MUNIYIELD NEW JERSEY INSURED FUND, INC.
BOX 9011
PRINCETON, NEW JERSEY 08543-9011
------------------------

1994 ANNUAL MEETING OF STOCKHOLDERS
------------------------

MAY 13, 1994

INTRODUCTION

This Proxy Statement is furnished in connection with the solicitation of
proxies on behalf of the Board of Directors of MuniYield New Jersey Insured
Fund, Inc., a Maryland corporation (the 'Fund'), to be voted at the 1994 Annual
Meeting of Stockholders of the Fund (the 'Meeting'), to be held at the offices
of Merrill Lynch Asset Management ('MLAM'), 800 Scudders Mill Road, Plainsboro,
New Jersey, on Friday, May 13, 1994 at 11:00 A.M. The approximate mailing date
of this Proxy Statement is April 11, 1994.

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.

The Board of Directors has fixed the close of business on March 18, 1994 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 March 18, 1994, the Fund had outstanding
8,220,199 shares of common stock, par value $.10 per share ('Common Stock'), and
1,120 shares of auction market preferred stock, par value $.10 per share and
liquidation preference of $50,000 per share plus an amount equal to accumulated
but unpaid dividends thereon ('AMPS'). To the knowledge of the Fund, as of March
18, 1994, 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.

With respect to Item 1. Election of Directors, holders of AMPS are entitled
to elect the two Directors designated below and holders of AMPS and Common
Stock, voting together as a single class, are entitled to elect the remaining
Directors. Assuming a quorum is present, (i) election of the two Directors to be
elected by the holders of AMPS, voting separately as a class, will require the
affirmative vote of the holders of a majority of the AMPS, represented at the
Meeting and entitled to vote; (ii) election of the remaining Directors will
require the affirmative vote of the holders of a majority of the Common Stock
and the AMPS, represented at the Meeting and entitled to vote, voting together
as a single class; and (iii) approval of Item 2. Selection of Independent
Auditors will require the affirmative vote of the holders of a majority of the
Common Stock and the AMPS, represented at the Meeting and entitled to vote,
voting together as a single class.

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 four (4) 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
MARCH 18, 1994
PRINCIPAL OCCUPATIONS ---------------------
NAME AND ADDRESS DURING PAST FIVE YEARS DIRECTOR COMMON
OF NOMINEE AGE AND PUBLIC DIRECTORSHIPS(1) SINCE STOCK AMPS
- -------------------------------------- ---- -------------------------------------- --------- --------- ---------

Donald Cecil(1)(2) ................... 67 Special Limited Partner of Cumberland 1992 0 0
Cumberland Associates Partners (investment partnership)
1114 Avenue of the Americas since 1982 and General Partner of
New York, New York 10036 Cumberland Associates (asset
management company) from 1970 to 1982;
Member of Institute of Chartered
Financial Analysts; Member and
Chairman of Westchester County (N.Y.)
Board of Transportation.

M. Colyer Crum(1)(2) ................. 61 James R. Williston Professor of 1992 0 0
Soldiers Field Road Investment Management, Harvard
Boston, Massachusetts 02163 Business School, since 1971; Director
of Cambridge Bancorp, Copley
Properties, Inc. and Sun Life
Assurance Company of Canada.

TO BE ELECTED BY HOLDERS OF AMPS AND COMMON STOCK, VOTING TOGETHER AS A SINGLE CLASS
SHARES
BENEFICIALLY
OWNED AT
MARCH 18, 1994
PRINCIPAL OCCUPATIONS ---------------------
NAME AND ADDRESS DURING PAST FIVE YEARS DIRECTOR COMMON
OF NOMINEE AGE AND PUBLIC DIRECTORSHIPS(1) SINCE STOCK AMPS

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

Edward H. Meyer(1)(2) ................ 67 President of Grey Advertising Inc. 1992 0 0
Grey Advertising Inc. since 1968 and Chairman of the Board
777 Third Avenue of Directors since 1972; Director of
New York, New York 10017 The May Department Stores Company,
Bowne & Co., Inc., Harman
International Industries, Inc. and
Ethan Allen Interiors, Inc.

Jack B. Sunderland(1)(2) ............. 65 President and Director of American 1992 0 0
P.O. Box 1177 Independent Oil Company, Inc. (energy
Scarsdale, New York 10583 company) since 1987; Chairman of
Murexco Petroleum, Inc. (energy
company) from 1981 to 1988; Member of
Council on Foreign Relations since
1971; President, Director and Chief
Executive Officer of Coroil, Inc.
(energy company) from 1979 to 1985.

J. Thomas Touchton(1)(2) ............. 55 Managing Partner of The Witt-Touchton 1992 0 0
Suite 3250 Company and its predecessor, The Witt
One Tampa City Center Co. (private investment partnership)
Tampa, Florida 33602 since 1972; Trustee Emeritus of
Washington and Lee University;
Director of TECO Energy Inc. (electric
utility holding company).

Arthur Zeikel(1)(3) .................. 61 President and Chief Investment Officer 1992 0 0
P.O. Box 9011 of Fund Asset Management, L.P. ('FAM')
Princeton, New Jersey 08543-9011 since 1977; President of MLAM since
1977 and Chief Investment Officer
since 1976; 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; Senior
Vice President of Merrill Lynch from
1985 to 1990; Director of Merrill
Lynch Funds Distributor, Inc.
('MLFD').

- ------------------
(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 'Merrill Lynch Investment Company Directorships'
below.

(2) Member of Audit Committee of the Board of Directors.

(3) 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.

During the fiscal year ended October 31, 1993, the Board of Directors held
four 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.

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 Forms 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 Donald C. Burke inadvertently neglected to file a Form 3
to report his election as Vice President of the Fund on May 6, 1993. This
information was, however, included in a Form 5 which was filed in a timely
manner.

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 as a result 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. 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 $22,479 for the fiscal year ended
October 31, 1993.

Merrill Lynch Investment Company Directorships. FAM and its affiliate,
MLAM, act as the investment adviser for more than 90 other registered investment
companies. Mr. Zeikel is a trustee or director of each of these companies except
for Merrill Lynch Series Fund, Inc., Merrill Lynch Institutional Intermediate
Fund and Merrill Lynch Funds for Institutions Series. Messrs. Cecil, Crum,
Meyer, Sunderland and Touchton are trustees or directors of Merrill Lynch Basic
Value Fund, Inc., Merrill Lynch Capital Fund, Inc., Merrill Lynch Global
Resources Trust, Merrill Lynch Ready Assets Trust, Merrill Lynch Special Value
Fund, Inc., Merrill Lynch U.S.A. Government Reserves, Merrill Lynch U.S.
Treasury Money Fund, MuniVest California Insured Fund, Inc., MuniVest Florida
Fund, MuniVest Michigan Insured Fund, Inc., MuniVest New Jersey Fund, Inc.,
MuniVest New York Insured Fund, Inc., MuniYield Florida Insured Fund, MuniYield
Insured Fund II, Inc., MuniYield Michigan Insured Fund, Inc., MuniYield New York
Insured Fund III, Inc. and MuniYield Pennsylvania Fund. Messrs. Sunderland and
Touchton are directors of Merrill Lynch Series Fund, Inc. Messrs. Cecil and
Meyer are trustees or directors of Emerging Tigers Fund, Inc., Merrill Lynch
Americas Income Fund, Inc., Merrill Lynch Developing Capital Markets Fund, Inc.,
Merrill Lynch Dragon Fund, Inc., Merrill Lynch EuroFund, Merrill Lynch Global
Allocation Fund, Inc., Merrill Lynch Global Bond Fund for Investment and
Retirement, Merrill Lynch Global Holdings, Merrill Lynch Healthcare Fund,
Inc., Merrill Lynch International Equity Fund, Merrill Lynch Latin America
Fund, Inc., Merrill Lynch Pacific Fund, Inc., Merrill Lynch Short-Term Global
Income Fund, Inc., Merrill Lynch Technology Fund, Inc. and Worldwide
DollarVest Fund, Inc.

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 61 1992
President and Chief Investment Officer of FAM since 1977; President of MLAM
since 1977 and Chief Investment Officer since 1976; President and Director of
Princeton Services since 1993; Executive Vice President of ML & Co. since 1990;
Executive Vice President of Merrill Lynch since 1990 and Senior Vice President
from 1985 to 1990; Director of MLFD.

Terry K. Glenn .................................................................. Executive Vice 53 1992
Executive Vice President of FAM and MLAM since 1983; Executive Vice President President
and Director of Princeton Services since 1993; President of MLFD since 1986 and
Director since 1991; President of Princeton Administrators since 1988.

Vincent R. Giordano ............................................................. Vice President 49 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 44 1992
Vice President of FAM and MLAM since 1984; employed by MLAM since 1978.

Donald C. Burke ................................................................. Vice President 33 1993
Vice President and Director of Taxation of MLAM since 1990; Employee of
Deloitte & Touche from 1982 to 1990.

Gerald M. Richard ............................................................... Treasurer 44 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 47 1992
Vice President of FAM and MLAM since 1985.

Stock Ownership. At March 18, 1994, the Directors and officers of the Fund
as a group (12 persons) owned an aggregate of less than 1/4 of 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 of the Fund, and
the officers of the Fund owned an aggregate of less than 1/4 of 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 ('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.

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.

THE INVESTMENT ADVISORY AGREEMENT

FAM acts as the investment adviser for the Fund and provides the Fund with
management services pursuant to an investment advisory agreement dated October
12, 1992 (the 'Investment Advisory Agreement'). On October 23, 1992, FAM, as the
sole stockholder of the Fund on that date, approved the Investment Advisory
Agreement. FAM has acted as the investment adviser for the Fund since the Fund
commenced operations.

On February 4, 1994, the Board of Directors of the Fund, including a
majority of the Directors who are not interested persons of the Fund, approved
the continuance of the Investment Advisory Agreement for a period of one year.
On that date, Arthur Zeikel, a Director of the Fund, owned securities of ML &
Co. In their consideration of this matter, the Board received extensive
information relating to, among other things, the nature, quality and extent of
the advisory, administrative and other services provided to the Fund by FAM and
its affiliates (including Merrill Lynch), comparative data with respect to the
advisory and management fees paid by other municipal bond funds, the operating
expenses and expense ratio of the Fund as compared to such funds and the
performance of the Fund as compared to the performance of such other municipal
bond funds. The Board also has received information as to the costs of FAM and
its affiliates for providing services to the Fund.

INFORMATION CONCERNING FAM

Effective January 1, 1994, FAM was reorganized as a Delaware limited
partnership. FAM (the general partner of which is Princeton Services, a
wholly-owned subsidiary of ML & Co.) is owned and controlled by ML & Co. and is

located at 800 Scudders Mill Road, Plainsboro, New Jersey 08536. ML & Co. is
located at 250 Vesey Street, New York, New York 10281. The reorganization did
not result in a change of management of FAM, in any of its personnel, or in an
adverse change in its financial condition. Prior to the reorganization, FAM,
which was known as Fund Asset Management, Inc., was a Delaware corporation which
had been incorporated in 1976. Prior to its reorganization, FAM was a
wholly-owned subsidiary of MLAM, a Delaware corporation, which was also
reorganized as a Delaware limited partnership effective January 1, 1994. MLAM
was a wholly-owned subsidiary of ML & Co. prior to its reorganization, and
continues to be owned and controlled by ML & Co. after its reorganization. MLAM
is also located at 800 Scudders Mill Road, Plainsboro, New Jersey 08536. MLAM or
FAM acts as the investment adviser to more than 90 other registered investment
companies. In addition, MLAM offers portfolio management and portfolio analysis
services to individuals and institutions. FAM's audited balance sheet for its
most recent fiscal year is appended to this Proxy Statement as Exhibit A.

Securities held by the Fund may also be held by or be appropriate
investments for other funds or clients (collectively referred to as 'clients')
for which MLAM or FAM acts as an adviser. Because of different investment
objectives or other factors, a particular security may be bought for one or more
clients when one or more clients are selling the security. If purchases or sales
of securities for the Fund or other clients arise for consideration at or about
the same time, transactions in such securities will be made, insofar as
feasible, for the

respective clients in a manner deemed equitable to all by MLAM or FAM. To the
extent that transactions on behalf of more than one client of MLAM or FAM during
the same period may increase the demand for securities being purchased or the
supply of securities being sold, there may be an adverse effect on price.

The following table sets forth the name, title and principal occupation of
the principal executive officer of FAM and the directors of Princeton Services,
the general partner of FAM.

NAME* TITLE PRINCIPAL OCCUPATION
- ------------------------------------ ------------------------------------ ------------------------------------

Arthur Zeikel....................... President, and Chief Investment President and Chief Investment
Officer of FAM and Director of Officer of MLAM and FAM; Executive
Princeton Services Vice President of ML & Co.

Terry K. Glenn...................... Executive Vice President of FAM and Executive Vice President of MLAM and
Director of Princeton Services FAM; Executive Vice President of
Princeton Services

Philip L. Kirstein.................. Senior Vice President and General Senior Vice President and General
Counsel of FAM and Director of Counsel of MLAM and FAM
Princeton Services

- ------------------
* Mr. Zeikel is presently a Director of the Fund. The address of Messrs. Zeikel,
Glenn and Kirstein is Box 9011, Princeton, New Jersey 08543-9011, which is
also the address of FAM and MLAM.

TERMS OF INVESTMENT ADVISORY AGREEMENT

The Investment Advisory Agreement provides that, subject to the direction
of the Board of Directors of the Fund, FAM is responsible for the actual
management of the Fund's portfolio and for the review of the Fund's holdings in
light of its own research analysis and analyses from other relevant sources. The
responsibility for making decisions to buy, sell or hold a particular security
rests with FAM, subject to review by the Board of Directors. FAM provides the
portfolio managers for the Fund, who consider analyses from various sources
(including brokerage firms with which the Fund does business), make the
necessary investment decisions and place transactions accordingly. FAM is also
obligated to perform certain administrative and management services for the Fund
and is obligated to provide all the office space, facilities, equipment and
personnel necessary to perform its duties under the Investment Advisory
Agreement.

Investment Advisory Fee. The Investment Advisory Agreement provides that
as compensation for its services to the Fund, FAM receives from the Fund at the
end of each month a fee at an annual rate of 0.50 of 1% of the Fund's average
weekly net assets (i.e., the average weekly value of the total assets of the
Fund, minus the sum of accrued liabilities of the Fund and accumulated dividends
on the shares of AMPS). For purposes of this calculation, average weekly net
assets is determined at the end of each month on the basis of the average net
assets of the Fund for each week during the month. The assets for each weekly
period are determined by averaging the net assets at the last business day of a
week with the net assets at the last business day of the prior week. For the
fiscal year ended October 31, 1993, the investment advisory fee payable by the
Fund to FAM aggregated $872,208 (based on average net assets of approximately
$174.3 million). At February 28, 1994, the Fund had net assets of $184.2
million. At this asset level the Fund's annual investment advisory fee would
aggregate approximately $921,631.

Payment of Expenses. The Investment Advisory Agreement obligates FAM to
provide investment advisory services and to pay all compensation of and furnish
office space for officers and employees of the Fund connected with the
investment and economic research, trading and investment management of the Fund,
as well as the fees of all Directors of the Fund who are affiliated persons of
FAM or any of its affiliates. The Fund pays all other expenses incurred in the
operation of the Fund, including, among other things, expenses for legal and
auditing services, taxes, costs of printing proxies, listing fees, stock
certificates and shareholder reports, charges of the custodian and transfer
agent, dividend disbursing agent and registrar fees and expenses with respect to
the issuance of preferred stock, SEC fees, fees and expenses of unaffiliated

Directors, accounting and pricing costs, insurance, interest, brokerage costs,
litigation and other extraordinary or non-recurring expenses, mailing and other
expenses properly payable by the Fund. Accounting services are provided to the
Fund by FAM, and the Fund reimburses FAM for its costs in connection with such
services. For the fiscal year ended October 31, 1993, the Fund reimbursed
$45,125 to FAM for such accounting services.

Duration and Termination. The Investment Advisory Agreement will continue
in effect from year to year if approved annually (a) by the Board of Directors
of the Fund or by a majority of the outstanding shares of capital stock of the
Fund and (b) by a majority of the Directors who are not parties to such
agreement or interested persons (as defined in the Investment Company Act) of
any such party. Such agreement is not assignable and may be terminated without
penalty on 60 days' written notice at the option of either party thereto or by
the vote of the stockholders of the Fund.

PORTFOLIO TRANSACTIONS

Subject to policies established by the Board of Directors of the Fund, FAM
is primarily responsible for the execution of the Fund's portfolio transactions
and the allocation of the brokerage. In executing such transactions, FAM seeks
to obtain the best results for the Fund, taking into account such factors as
price (including the applicable brokerage commission or dealer spread), size of
order, difficulty of execution and operational facilities of the firm involved
and the firm's risk in positioning a block of securities. While FAM generally
seeks reasonably competitive commission rates, the Fund does not necessarily pay
the lowest commission or spread available.

The Fund has no obligation to deal with any broker or group of brokers in
the execution of transactions in portfolio securities. Subject to obtaining the
best price and execution, brokers who provided supplemental investment research
to FAM, including Merrill Lynch, may receive orders for transactions by the
Fund. Information so received will be in addition to and not in lieu of the
services required to be performed by FAM under the Investment Advisory Agreement
and the expenses of FAM will not necessarily be reduced as a result of the
receipt of such supplemental information.

The securities in which the Fund will invest are traded primarily in the
over-the-counter markets, and the Fund intends to deal directly with dealers who
make markets in the securities involved, except in those circumstances where
better prices and execution are available elsewhere. Under the Investment
Company Act, except as permitted by exemptive order, persons affiliated with the
Fund are prohibited from dealing with the Fund as principal in the purchase and
sale of securities. Since transactions in the over-the-counter market usually
involve transactions with dealers acting as principal for their own account, the
Fund will not deal with affiliated persons, including Merrill Lynch and its
affiliates, in connection with such transactions except that pursuant to an
exemptive order obtained by FAM, the Fund may engage in principal transactions
with Merrill Lynch in high quality, short term, tax-exempt securities. For the
fiscal year ended October 31, 1993, pursuant to such order, the Fund engaged in
eight transactions with Merrill Lynch in the aggregate amount of $44,249,000,
representing
9

7.0% of the Fund's aggregate dollar amount of transactions for the year.
However, an affiliated person of the Fund may serve as its broker in
over-the-counter transactions conducted on an agency basis. For the fiscal year
ended October 31, 1993, the Fund paid no brokerage commissions. In addition, in
connection with AMPS (which are securities issued by the Fund, not portfolio
transactions), the Fund pays commissions to certain broker-dealers at the end of
each auction at an annual rate of 0.25 of 1% calculated on the proceeds of each
auction. For the fiscal year ended October 31, 1993, the Fund paid $150,818 in
such commissions, all of which was received by Merrill Lynch.

The Board of Directors has considered the possibility of recapturing for
the benefit of the Fund brokerage commissions, dealer spreads and other expenses
of possible portfolio transactions, such as underwriting commissions, by
conducting portfolio transactions through affiliated entities, including Merrill
Lynch. For example, brokerage commissions received by Merrill Lynch could be
offset against the investment advisory fee paid by the Fund to FAM. After
considering all factors deemed relevant, the Directors made a determination not
to seek such recapture. The Directors will reconsider this matter from time to
time.

The Fund does not expect to use one particular dealer, but, subject to
obtaining the best price and execution, dealers who provide supplemental
investment research (such as information concerning money market securities,
economic data and market forecasts) to FAM may receive orders for transactions
of the Fund. Information so received will be in addition to and not in lieu of
the services required to be performed by FAM under its Investment Advisory
Agreement and the expenses of FAM will not necessarily be reduced as a result of
the receipt of such supplemental information.

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.

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. The affirmative vote of the
holders of a majority of the AMPS, present in person or by proxy, at a meeting
at which a quorum is duly constituted, voting separately as a class, is required
for the election of the two (2) persons designated as Directors to be elected by
the holders of AMPS. The affirmative vote of the holders of a majority of the
AMPS and the Common Stock, present in person or by proxy, at a meeting at which
a quorum is duly constituted, voting together as a single class, is required for

the election of the remaining Directors (Item 1). The proposal to ratify the
selection of the Fund's independent auditors (Item 2) may be approved by the
affirmative vote of the holders of a majority of the Common Stock and the AMPS,
present in person or by proxy, at a meeting at which a quorum is duly
constituted, voting together as a single class.

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.

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.
Merrill Lynch has advised that it intends to exercise discretion over shares
held in its name for which no instructions are received by voting such shares in
the same proportion as it has voted shares for which it has received
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. The Fund also will count towards a quorum, those shares as
to which proxies are returned by record stockholders but which are marked
'abstain' on any Item. A failure by a broker-dealer who returns a proxy to vote
for their clients on an Item or an abstention, will have no effect with respect
to the vote on Item 1 or Item 2.

STOCKHOLDER PROPOSALS

If a stockholder intends to present a proposal at the 1995 Annual Meeting
of Stockholders of the Fund, which is anticipated to be held in May 1995, 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 December 11, 1994.

By Order of the Board of Directors

MARK B. GOLDFUS
Secretary

Dated: April 11, 1994

EXHIBIT A

FUND ASSET MANAGEMENT, INC. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEET AS OF
DECEMBER 31, 1993 AND INDEPENDENT AUDITORS' REPORT

A-1

INDEPENDENT AUDITORS' REPORT
FUND ASSET MANAGEMENT, INC.:

We have audited the accompanying consolidated balance sheet of Fund Asset
Management, Inc. and subsidiary (the 'Company') as of December 31, 1993. This
balance sheet is the responsibility of the Company's management. Our
responsibility is to express an opinion on the balance sheet based on our audit.

We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the balance sheet is free of material misstatement. An
audit includes examining, on a test basis, evidence supporting the amounts and
disclosures in the balance sheet. An audit also includes assessing the
accounting principles used and significant estimates made by management, as well
as evaluating the overall balance sheet presentation. We believe that our audit
provides a reasonable basis for our opinion.

In our opinion, such consolidated balance sheet presents fairly, in all material
respects, the financial position of the Company at December 31, 1993 in
conformity with generally accepted accounting principles.

DELOITTE & TOUCHE
Parsippany, New Jersey
February 28, 1994

A-2

FUND ASSET MANAGEMENT, INC. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEET

DECEMBER 31,
1993
-------------

ASSETS
Cash............................................................................................. $ 996,680
Receivable from affiliated companies:
Lease transactions............................................................................. 24,501,523
Sale of leased investment...................................................................... 48,312,532
Fund management fees receivable.................................................................. 28,927,938
Investments in leases:
Leveraged leases............................................................................... 57,431,668
Sales-type lease............................................................................... 3,362,521
Investments in affiliated investment companies--(market: $19,731,088) 18,181,262
Investment in affiliated limited partnership..................................................... 31,109,264
-------------
TOTAL ASSETS..................................................................................... $ 212,823,388
-------------
-------------
LIABILITIES AND STOCKHOLDER'S EQUITY
LIABILITIES:

Payable to Merrill Lynch & Co., Inc. and affiliates.............................................. $ 21,554,955
Deferred income taxes:
Arising from leveraged leases.................................................................. 52,938,886
Arising from sales-type lease.................................................................. 1,351,622
Other.......................................................................................... 15,838,124
Other............................................................................................ 8,501
-------------
Total liabilities................................................................................ 91,692,088
-------------
STOCKHOLDER'S EQUITY:
Common stock, par value $1.00 per share--authorized 25,000 shares;
outstanding 1,000 shares....................................................................... 1,000
Additional paid-in capital....................................................................... 686,215,876
Retained earnings................................................................................ 119,029,472
Proceeds receivable from Merrill Lynch & Co., Inc. from sale of subsidiary....................... (684,115,048)
-------------
Total stockholder's equity....................................................................... 121,131,300
-------------
TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY....................................................... $ 212,823,388
-------------
-------------

See notes to consolidated balance sheet.

A-3

FUND ASSET MANAGEMENT, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED BALANCE SHEET, DECEMBER 31, 1993
ORGANIZATION

Fund Asset Management, Inc. and subsidiary (the 'Company'), a wholly-owned
subsidiary of Merrill Lynch Investment Management Inc. (the 'Parent'), or 'MLIM'
which is an indirect wholly-owned subsidiary of Merrill Lynch & Co., Inc.
('ML&Co.'), serves as an investment adviser to various registered open-end
investment companies. The Company is also a lessor participant in certain
leveraged and sales-type lease agreements.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Income Taxes--The results of the operations of the Company are included in
the consolidated Federal and combined state and local income tax returns filed
by ML&Co. It is the policy of ML&Co. to allocate the tax associated with such
operating results to each respective subsidiary in a manner which approximates
the separate company method. In 1992, ML&Co. adopted Statement of Financial
Accounting Standards No. 109, 'Accounting for Income Taxes' ('SFAS 109') which
requires an asset and liability method in recording income taxes on all
transactions that have been recognized in the financial statements. SFAS 109
provides that deferred taxes be adjusted to reflect tax rates at which future
tax liabilities or assets are expected to be settled or realized.

TRANSACTIONS WITH AFFILIATES

The Company serves as an investment adviser for certain affiliated
investment companies. The Company maintains investments in certain of these
investment companies. Such investments are carried at the lower of cost or
market value. Market value is determined based upon quoted market prices.

The Company has an arrangement with Merrill Lynch, Pierce, Fenner & Smith
Incorporated ('MLPF&S') an affiliate which provides that the Company, which
receives revenue as investment adviser to certain investment companies (the
'Funds'), reimburse MLPF&S for certain costs incurred in processing transactions
involving shares of the Funds.

ML&Co. is the holder of the Company's excess cash, which is available on
demand to meet current liabilities. ML&Co. credits the Company for interest, at
a floating rate approximating ML&Co.'s average borrowing rate, based on the
Company's average daily balances due to/from ML&Co.

The 'Receivable from affiliated companies' arising from lease transactions
is summarized as follows:

Monies advanced to fund lease transactions................................... $(103,476,954)
Tax benefits allocated to the Company by ML&Co............................... 88,699,254
Other........................................................................ 39,279,223
-------------
Total........................................................................ $ 24,501,523
-------------
-------------

The Company has a 49 percent limited partnership interest in ML Plainsboro
Limited Partnership ('MLP') whose general partner is an affiliate. Profits and
losses are allocated to the Company based on its percentage interest.

A-4

FUND ASSET MANAGEMENT, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED BALANCE SHEET, DECEMBER 31, 1993--(CONTINUED)

During 1992, the Company sold its investment in Merrill Lynch Interfunding,
Inc. and Merlease Leasing Corp. to an affiliate at book value, resulting in a
receivable from ML&Co. This receivable is reflected as a reduction to
stockholder's equity.

INVESTMENTS IN LEASES

The Company is a lessor participant in leveraged leases.

Pertinent information relating to the Company's investments in leveraged
leases is summarized as follows:

ESTIMATED
LENGTH OF RESIDUAL VALUE
LEASE EQUITY OF LEASED
TYPE OF PROPERTY (YEARS) INVESTMENT PROPERTY
- ------------------------------------------------------ --------- ---------- --------------

Generating plant...................................... 24-25 34.06% 15.0%

Financing beyond the Company's equity interest in the purchase price of the
properties was furnished by outside parties in the form of long-term debt that
provides for no recourse against the Company and is secured by a first lien on
the properties and related rentals. At the end of the respective lease terms,
ownership of the properties remains with the Company.

The Company's net investment in leveraged leases is summarized as follows:

Rentals receivable (net of principal and interest on nonrecourse debt)......... $66,075,030
Estimated residual values of leased assets..................................... 18,964,143
Less:
Unearned and deferred income.............................................. (26,617,505)
Allowance for uncollectibles.............................................. (990,000)
-----------
Investment in leveraged leases................................................. $57,431,668
Less deferred taxes arising from leveraged leases.............................. (52,938,886)
-----------
Net investment in leveraged leases............................................. $ 4,492,782
-----------
-----------

During 1993, the Company sold its equity interest in the chemical tanker
previously accounted for as a leveraged lease. The sale resulted in an after-tax
gain of $112,000.

The Company's investment in the sales-type leases consisted of the
following elements at December 31, 1993:

Minimum lease payments receivable................................................. $3,672,000
Less:
Unearned income................................................................. (59,479)
Allowance for uncollectibles.................................................... (250,000)
----------
Investment in sales type financing leases......................................... $3,362,521
----------
----------

At December 31, 1993 minimum lease payments receivable are $3,672,000 for
1994.

A-5

FUND ASSET MANAGEMENT, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED BALANCE SHEET, DECEMBER 31, 1993--(CONTINUED)

For Federal income tax purposes, the Company receives the investment tax
credit and has the benefit of tax deductions for (i) depreciation on the entire
amount of leased assets and (ii) interest on the outstanding long-term debt. For
state and local tax purposes, the Company also receives the benefits of tax
deductions from (i) and (ii) above. Since, during the early years of the leases,
those deductions exceed the Company's lease rental income, substantial excess
deductions are available to be applied against the Company's other income and
the consolidated income of ML&Co. In the later years of these leases, rental
income will exceed the related deductions and taxes will be payable (to the
extent that net deductions arising from additional leveraged lease transactions
do not offset such net lease income). Deferred taxes have been provided to
reflect these temporary differences.

INCOME TAXES

As part of the consolidated group, the Company transfers its current
Federal and state tax liabilities to MLIM. No such amounts were due to MLIM at
December 31, 1993.

PENSION PLAN

The Company participates in the ML&Co. Comprehensive Retirement Program
(the 'Program') consisting of the Retirement Accumulation Plan ('RAP') and the
Employee Stock Ownership Plan (the 'ESOP'). Under the Program, cash
contributions made by the Company and the ML&Co. stock held by the ESOP will be
allocated quarterly to participants' accounts. Allocations will be based on
years of service, age and eligible compensation. Actuarial data regarding the
Company's Plan participants is not separately available.

NAME CHANGE

Effective December 28, 1991, the Company's Parent, through an amendment of
its certificate of incorporation, changed its name to Merrill Lynch Investment
Management, Inc. ('MLIM'). MLIM does business under the name 'Merrill Lynch
Asset Management'.

SUBSEQUENT EVENT

Effective January 1, 1994, Fund Asset Management, Inc. contributed certain
net investment advisory assets to Fund Asset Management, L.P., a newly formed
Delaware limited partnership, in exchange for a 99% limited partnership
interest. The general partner, Princeton Services, Inc. (a wholly-owned
subsidiary of Merrill Lynch & Co., Inc.) contributed 1% of the value of the net
investment advisory assets in exchange for its 1% general partnership interest.
The partnership's profits and losses are to be allocated in proportion to the
capital contributions of the partners.

A-6

COMMON STOCK

MUNIYIELD NEW JERSEY 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 side hereof, all the Common Stock of MuniYield
New Jersey Insured Fund, Inc. (the "Fund") held of record by the undersigned on
March 18, 1994 at the annual meeting of stockholders of the Fund to be
held on May 13, 1994 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 and dated on the reverse side)

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

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

(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL
NOMINEE, STRIKE A LINE THROUGH THE NOMINEE'S NAME IN THE LIST BELOW.)
EDWARD H. MEYER, JACK B. SUNDERLAND, J. THOMAS TOUCHTON, AND ARTHUR
ZEIKEL

2. Proposal to ratify the selection of Deloitte & Touche 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 partner-
ship, please sign in partnership
name by authorized persons.

Dated: ____________________, 1994

X _____________________________
Signature

X _____________________________
SIGN, DATE AND RETURN THE PROXY Signature, if held jointly
CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.

AUCTION MARKET
PREFERRED STOCK

MUNIYIELD NEW JERSEY 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 Auction Market Preferred Stock of MuniYield
New Jersey Insured Fund, Inc. (the "Fund") held of record by the
undersigned on March 18, 1994 at the annual meeting of stockholders of
the Fund to be held on May 13, 1994 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 /X/ OR /X/ IN BLUE OR BLACK INK.

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

(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL
NOMINEE, STRIKE A LINE THROUGH THE NOMINEE'S NAME IN THE LIST BELOW.)
DONALD CECIL, M. COLYER CRUM, EDWARD H. MEYER, JACK B. SUNDERLAND,
J. THOMAS TOUCHTON, & ARTHUR ZEIKEL

2. Proposal to ratify the selection of Deloitte & Touche 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.

Dated: ____________________, 1994

X _____________________________
Signature

X _____________________________
SIGN, DATE AND RETURN THE PROXY Signature, if held jointly
CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.

COMMON STOCK

MUNIYIELD NEW JERSEY 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

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 and dated on the reverse side)

1. ELECTION OF DIRECTORS FOR ALL NOMINEES WITHHOLD AUTHORITY (to EXCEPTIONS* (as indicated
LISTED BELOW /x/ vote for all nominees below) /x/ to the contrary below) /x/

Edward H. Meyer, Jack B. Sunderland, J. Thomas Touchton, and Arthur Zeikel
(INSTRUCTIONS: To withhold authority to vote for any individual nominee mark
the "Exceptions" box and write that nominee's name on space provided below.)

* Exceptions________________________________________________________________

2. Ratification of selection of Deloitte & Touche as independent auditors
of the Fund to serve for the current fiscal year. FOR /X/ AGAINST /X/ ABSTAIN /X/

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

Address Change /X/
Mark Here

PROXY DEPARTMENT
NEW YORK, N.Y. 10203-0307
Please sign exactly as name
appears hereon. When shares
are held in 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 partner-
ship, please sign in partnership
name by authorized person.

Dated: ____________________, 1994

_________________________________
Signature

_________________________________
Signature, if held jointly

Please Sign, Date and Return Promptly in the Enclosed Envelope--No Votes must be indicated
Postage is Required. (x) in Black or Blue ink. /X/