UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-CSR CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT INVESTMENT COMPANIES Investment Company Act file number 811-06414 Name of Fund: MuniYield Fund, Inc. Fund Address: P.O. Box 9011 Princeton, NJ 08543-9011 Name and address of agent for service: Terry K. Glenn, President, MuniYield Fund, Inc., 800 Scudders Mill Road, Plainsboro, NJ, 08536. Mailing address: P.O. Box 9011, Princeton, NJ, 08543-9011 Registrant's telephone number, including area code: (609) 282-2800 Date of fiscal year end: 10/31/04 Date of reporting period: 11/01/03 - 10/31/04 Item 1 - Report to Stockholders (BULL LOGO) Merrill Lynch Investment Managers www.mlim.ml.com MuniYield Fund, Inc. Annual Report October 31, 2004 MuniYield Fund, Inc. seeks to provide shareholders with as high a level of current income exempt from federal income taxes as is consistent with its investment policies and prudent investment management by investing primarily in a portfolio of long-term, investment grade municipal obligations the interest on which, in the opinion of bond counsel to the issuer, is exempt from federal income taxes. This report, including the financial information herein, is transmitted to shareholders of MuniYield Fund, Inc. for their information. It is not a prospectus. Past performance results shown in this report should not be considered a representation of future performance. The Fund has leveraged its Common Stock and intends to remain leveraged by issuing Preferred Stock to provide the Common Stock shareholders with a potentially higher rate of return. Leverage creates risks for Common Stock shareholders, including the likelihood of greater volatility of net asset value and market price of shares of the Common Stock, and the risk that fluctuations in the short-term dividend rates of the Preferred Stock may affect the yield to Common Stock shareholders. Statements and other information herein are as dated and are subject to change. A description of the policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio securities is available (1) without charge, upon request, by calling toll-free 1-800-MER-FUND (1-800-637-3863); (2) at www.mutualfunds.ml.com; and (3) on the Securities and Exchange Commission's Web site at http://www.sec.gov. Information about how the Fund voted proxies relating to securities held in the Fund's portfolio during the most recent 12-month period ended June 30 is available (1) at www.mutualfunds.ml.com; and (2) on the Securities and Exchange Commission's Web site at http://www.sec.gov. MuniYield Fund, Inc. Box 9011 Princeton, NJ 08543-9011 (GO PAPERLESS LOGO) It's Fast, Convenient, & Timely! To sign up today, go to www.icsdelivery.com/live. MuniYield Fund, Inc. The Benefits and Risks of Leveraging MuniYield Fund, Inc. utilizes leveraging to seek to enhance the yield and net asset value of its Common Stock. However, these objectives cannot be achieved in all interest rate environments. To leverage, the Fund issues Preferred Stock, which pays dividends at prevailing short-term interest rates, and invests the proceeds in long-term municipal bonds. The interest earned on these investments, net of dividends to Preferred Stock, is paid to Common Stock shareholders in the form of dividends, and the value of these portfolio holdings is reflected in the per share net asset value of the Fund's Common Stock. However, in order to benefit Common Stock shareholders, the yield curve must be positively sloped; that is, short-term interest rates must be lower than long-term interest rates. At the same time, a period of generally declining interest rates will benefit Common Stock shareholders. If either of these conditions change, then the risks of leveraging will begin to outweigh the benefits. To illustrate these concepts, assume a fund's Common Stock capitalization of $100 million and the issuance of Preferred Stock for an additional $50 million, creating a total value of $150 million available for investment in long-term municipal bonds. If prevailing short-term interest rates are approximately 3% and long-term interest rates are approximately 6%, the yield curve has a strongly positive slope. The fund pays dividends on the $50 million of Preferred Stock based on the lower short-term interest rates. At the same time, the fund's total portfolio of $150 million earns the income based on long-term interest rates. Of course, increases in short-term interest rates would reduce (and even eliminate) the dividends of the Common Stock. In this case, the dividends paid to Preferred Stock shareholders are significantly lower than the income earned on the fund's long-term investments, and therefore the Common Stock shareholders are the beneficiaries of the incremental yield. However, if short-term interest rates rise, narrowing the differential between short-term and long-term interest rates, the incremental yield pickup on the Common Stock will be reduced or eliminated completely. At the same time, the market value of the fund's Common Stock (that is, its price as listed on the New York Stock Exchange) may, as a result, decline. Furthermore, if long-term interest rates rise, the Common Stock's net asset value will reflect the full decline in the price of the portfolio's investments, since the value of the fund's Preferred Stock does not fluctuate. In addition to the decline in net asset value, the market value of the fund's Common Stock may also decline. As a part of its investment strategy, the Fund may invest in certain securities whose potential income return is inversely related to changes in a floating interest rate ("inverse floaters"). In general, income on inverse floaters will decrease when short-term interest rates increase and increase when short-term interest rates decrease. Investments in inverse floaters may be characterized as derivative securities and may subject the Fund to the risks of reduced or eliminated interest payments and losses of invested principal. In addition, inverse floaters have the effect of providing investment leverage and, as a result, the market value of such securities will generally be more volatile than that of fixed-rate, tax-exempt securities. To the extent the Fund invests in inverse floaters, the market value of the Fund's portfolio and the net asset value of the Fund's shares may also be more volatile than if the Fund did not invest in such securities. As of October 31, 2004, the percentage of the Fund's total net assets invested in inverse floaters was 8.52%, before the deduction of Preferred Stock. Swap Agreements The Fund may also invest in swap agreements, which are over-the- counter contracts in which one party agrees to make periodic payments based on the change in market value of a specified bond, basket of bonds, or index in return for periodic payments based on a fixed or variable interest rate or the change in market value of a different bond, basket of bonds or index. Swap agreements may be used to obtain exposure to a bond or market without owning or taking physical custody of securities. Swap agreements involve the risk that the party with whom the Fund has entered into the swap will default on its obligation to pay the Fund and the risk that the Fund will not be able to meet its obligations to pay the other party to the agreement. MUNIYIELD FUND, INC., OCTOBER 31, 2004 A Letter From the President Dear Shareholder As we ended the current reporting period, the financial markets were facing a number of uncertainties. At the top of investors' minds were questions about economic expansion, corporate earnings, interest rates and inflation, politics, oil prices and terrorism. After benefiting from aggressive monetary and fiscal policy stimulus, some fear the U.S. economy has hit a "soft patch." In fact, economic expansion has slowed somewhat in recent months, but we believe it is easing into a pace of growth that is sustainable and healthy. The favorable economic environment has served to benefit American corporations, which have continued to post strong earnings. Although the most impressive results were seen earlier in the year, solid productivity, improved revenue growth and cost discipline all point to a vital corporate sector. In terms of inflation and interest rates, the Federal Reserve Board (the Fed) has signaled its confidence in the economic recovery by increasing the Federal Funds target rate four times in the past several months, from 1% to 2% as of the November 10 Federal Open Market Committee meeting. Inflation, for its part, has remained in check. Investors and economists are focused on how quickly Fed policy will move from here. With the presidential election now behind us, any politically provoked market angst should subside to some extent. The effect of oil prices, however, is more difficult to predict. At around $50 per barrel, the price of oil is clearly a concern. However, on an inflation-adjusted basis and considering modern usage levels, the situation is far from the crisis proportions we saw in the 1980s. Finally, although terrorism and geopolitical tensions are realities we are forced to live with today, history has shown us that the financial effects of any single event tend to be short-lived. Amid the uncertainty, the Lehman Brothers Municipal Bond Index posted a 12-month return of +6.03% and a six-month return of +4.79% as of October 31, 2004. Long-term bond yields were slightly lower at October 31, 2004 than they were a year earlier. As always, our investment professionals are closely monitoring the markets, the economy and the overall environment in an effort to make well-informed decisions for the portfolios they manage. For the individual investor, the key during uncertain times is to remain focused on the big picture. Investment success comes not from reacting to short-term volatility, but from maintaining a long-term perspective and adhering to the disciplines of asset allocation, diversification and rebalancing. We encourage you to work with your financial advisor to ensure these time-tested techniques are incorporated into your investment plan. We thank you for trusting Merrill Lynch Investment Managers with your investment assets, and we look forward to serving you in the months and years ahead. Sincerely, (Terry K. Glenn) Terry K. Glenn President and Director MUNIYIELD FUND, INC., OCTOBER 31, 2004 A Discussion With Your Fund's Portfolio Manager The Fund significantly outperformed its comparable Lipper category average for the year, benefiting from an overweight position in non- investment grade securities and a shift to a more constructive view on interest rates. Describe the recent market environment relative to municipal bonds. Over the past 12 months, amid considerable monthly volatility, long- term U.S. Treasury bond yields generally moved lower - despite an increase in short-term interest rates by the Federal Reserve Board (the Fed). As the period began, long-term Treasury yields declined while their prices, which move in the opposite direction, rose. Somewhat surprisingly, this increase in bond prices came as the U.S. economy continued to improve. However, solid job creation remained elusive, producing a drag on consumer confidence. Against this backdrop, investors became convinced that the Fed would hold short-term interest rates near their historic lows, and by mid-March 2004, yields on 30-year U.S. Treasury bonds had declined to 4.65%. In early April, however, monthly jobs reports began to show unexpectedly large gains. Consumer confidence increased, and investors started to anticipate that the Fed would soon be forced to raise short-term interest rates to ward off potential inflation. Yields rose in response, with long-term Treasury bond yields surpassing 5.50% early in June 2004. For the rest of the period, bond yields generally fell (and prices rose) as payroll growth began to wane and inflation appeared negligible. Although the Fed embarked on a tightening cycle with a 25 basis point (.25%) interest rate hike in June, it also telegraphed its intention to continue raising rates at a measured pace, removing earlier concerns about the potential for more dramatic increases in the near future. Despite additional Fed interest rate hikes in August and September, the prospect for a moderate tightening of monetary policy helped support higher bond prices, and lower yields, for the remainder of the Fund's fiscal year. By October 31, 2004, the 30-year Treasury bond yield stood at 4.79%, a decline of 34 basis points from a year earlier. The yield on the 10-year U.S. Treasury note was 4.02%, a 27 basis point drop during the same 12-month period. While tax-exempt bond yields followed the same pattern as their taxable counterparts, volatility in the municipal market was more subdued. Yields on long-term revenue bonds, as measured by the Bond Buyer Revenue Bond Index, fell 27 basis points during the past 12 months. According to Municipal Market Data, yields on AAA-rated issues maturing in 30 years declined 22 basis points to 4.60%, while yields on 10-year AAA-rated issues dropped 28 basis points to 3.40%. The tax-exempt market was supported by generally positive supply/ demand dynamics. While more than $360 billion in new long-term tax- exempt bonds was issued in the past 12 months, this represented a decline of approximately 6% compared to the previous year. The declining supply amid favorable demand allowed tax-exempt bond prices to perform in line with the taxable market. How did the Fund perform during the fiscal year in light of the existing market conditions? For the 12-month period ended October 31, 2004, the Common Stock of MuniYield Fund, Inc. had net annualized yields of 6.75% and 7.03%, based on a year-end per share net asset value of $14.31 and a per share market price of $13.74, respectively, and $.966 per share income dividends. Over the same period, the total investment return on the Fund's Common Stock was +11.04%, based on a change in per share net asset value from $13.85 to $14.31, and assuming reinvestment of ordinary income dividends. The Fund's total return, based on net asset value, significantly exceeded the +8.93% average return of its comparable Lipper category of General Municipal Debt Funds (Leveraged) for the 12-month period. (Funds in this Lipper category invest primarily in municipal debt issues rated in the top four credit-rating categories. These funds can be leveraged via use of debt, preferred equity and/or reverse repurchase agreements.) MUNIYIELD FUND, INC., OCTOBER 31, 2004 The Fund's outperformance is primarily attributed to our overweight exposure to lower-rated and nonrated bonds, both of which responded well as investors became increasing comfortable with accepting risk in pursuit of higher yields. The Fund benefited from tightening credit spreads and from the extra income provided by these below- investment-grade securities. In addition, the Fund's concentration in several strong-performing sectors - including healthcare, transportation and tax-backed debt - helped results, as did our exposure to corporate-related industrial development bonds. A third positive influence came from a slightly more constructive investment stance with respect to interest rate risk. We viewed the backup in the market over the summer as both temporary and an opportunity to moderate the portfolio's defensive stance. Finally, performance benefited from the issuance of $50 million in additional Preferred Stock in August 2004, bringing the portfolio's leverage ratio in line with the average of the Lipper category. The enhanced income resulting from this issuance, along with the portfolio's heightened interest rate sensitivity, helped generate solid relative performance for the Fund. For the six-month period ended October 31, 2004, the total investment return on the Fund's Common Stock was +8.11%, based on a change in per share net asset value from $13.73 to $14.31, and assuming reinvestment of ordinary income dividends. For a description of the Fund's total investment return based on a change in the per share market value of the Fund's Common Stock (as measured by the trading price of the Fund's shares on the New York Stock Exchange), and assuming reinvestment of dividends, please refer to the Financial Highlights section of this report. As a closed-end fund, the Fund's shares may trade in the secondary market at a premium or discount to the Fund's net asset value. As a result, total investment returns based on changes in the market value of the Fund's Common stock may vary significantly from total investment returns based on changes in the Fund's net asset value. What changes were made to the portfolio during the period? Our efforts to reposition the portfolio focused on adding longer- dated insured bonds, especially those with maturities in the 25-year to 30-year range, and selling some of our holdings in the 15-year to 20-year range. In our view, the longer portion of the yield curve offered the more attractive balance of risk and reward. Investing further out on the curve also helped us to accomplish our goal of modestly extending the portfolio's duration. Recently, a contraction in credit spreads has prompted us to begin reducing the Fund's exposure to speculative-grade credits, especially in the highly volatile corporate sector. Although the Fund was overweighted in corporate bonds at period-end, we are in the process of reverting to a more neutral weighting. For the six-month period ended October 31, 2004, the Fund's Auction Market Preferred Stock (AMPS) had an average yield of 1.29% for Series A, 1.13% for Series B, 1.30% for Series C, 1.23% for Series D, 1.08% for Series E, 1.11% for Series F and 1.41% for Series G. It is important to note that, even after the recent Fed interest rate increases, the Fund's borrowing costs remained historically very low and continued to generate a significant income benefit to the Fund's Common Stock shareholders. While additional Fed interest rate hikes are anticipated, the increases are not expected to be sizeable or protracted. Most importantly, the spread between short-term and long-term tax-exempt interest rates has remained historically wide - wider, in fact, than it was at the end of October 2000. Of course, should the spread narrow, the benefits of leverage will decline, and as a result, reduce the yield on the Fund's Common Stock. At the end of the period, the Fund's leverage amount, due to AMPS, was 35.04% of total net assets. (For a more complete explanation of the benefits and risks of leveraging, see page 2 of this report to shareholders.) How would you characterize the Fund's position at the close of the period? As a consequence of our restructuring efforts and additional issuance of Preferred Stock, the portfolio's duration has been sufficiently extended to achieve a slightly more constructive investment stance. Barring significant changes in our market outlook, we expect to maintain this posture. However, should it become apparent that accelerating economic growth is likely to fuel rising inflationary expectations, we expect to pursue measures designed to insulate the portfolio from what would likely be a more adverse bond market environment. Of course, we continue to monitor economic and market conditions and will not hesitate to adjust our strategy if changes are warranted. Theodore R. Jaeckel Jr. Vice President and Portfolio Manager November 12, 2004 MUNIYIELD FUND, INC., OCTOBER 31, 2004 Schedule of Investments (In Thousands) S&P Moody's Face State Ratings+++ Ratings+++ Amount Municipal Bonds Value Alabama--0.4% NR* A2 $ 2,500 Huntsville, Alabama, Health Care Authority Revenue Bonds, Series B, 5.75% due 6/01/2032 $ 2,616 Alaska--0.3% NR* Ba1 2,050 Valdez, Alaska, Marine Terminal Revenue Refunding Bonds (Amerada Hess Pipeline Corporation), 6.10% due 2/01/2024 2,084 Arizona--9.4% Arizona State Transportation Board, Highway Revenue Bonds, Sub-Series A: AA Aa2 5,825 5% due 7/01/2021 6,264 AA Aa2 7,030 5% due 7/01/2022 7,513 AA Aa2 5,240 5% due 7/01/2023 5,562 NR* Ba1 3,400 Maricopa County, Arizona, IDA, Education Revenue Bonds (Arizona Charter Schools Project 1), Series A, 6.75% due 7/01/2029 3,375 Maricopa County, Arizona, IDA, M/F Housing Revenue Refunding Bonds (CRS Pine Ridge Housing Corporation), Series A-1 (d)(g): AAA NR* 5,000 6% due 10/20/2031 5,289 AAA NR* 5,000 6.05% due 10/20/2036 5,287 Phoenix, Arizona, IDA, Airport Facility Revenue Refunding Bonds (America West Airlines Inc. Project), AMT: NR* Caa2 5,800 6.25% due 6/01/2019 4,357 NR* Caa2 6,900 6.30% due 4/01/2023 5,086 Phoenix, Arizona, IDA, M/F Housing Revenue Bonds (Summit Apartments LLC Project) (g): AAA NR* 1,610 6.25% due 7/20/2022 1,753 AAA NR* 1,425 6.45% due 7/20/2032 1,522 AAA NR* 1,305 6.55% due 7/20/2037 1,398 NR* Baa3 1,400 Pima County, Arizona, IDA, Education Revenue Bonds (Arizona Charter Schools Project II), Series A, 6.75% due 7/01/2031 1,448 Pima County, Arizona, IDA, M/F Housing Revenue Bonds (Columbus Village), Series A (g): AAA NR* 990 5.90% due 10/20/2021 996 AAA NR* 1,725 6% due 10/20/2031 1,736 AAA NR* 2,295 6.05% due 10/20/2041 2,310 NR* Baa2 5,900 Yavapai County, Arizona, IDA, Hospital Facility Revenue Bonds (Yavapai Regional Medical Center), Series A, 6% due 8/01/2033 6,182 Arkansas--0.9% University of Arkansas, University Construction Revenue Bonds (UAMS Campus), Series B (e): NR* Aaa 2,000 5% due 11/01/2020 2,151 NR* Aaa 1,600 5% due 11/01/2027 1,648 NR* Aaa 1,000 5% due 11/01/2034 1,024 NR* Aaa 1,000 University of Arkansas, University Revenue Refunding Bonds (UAMS Campus), Series A, 5% due 11/01/2014 (e) 1,118 California-- AAA Aaa 3,370 Anaheim, California, Union High School District, GO, Series A, 21.7% 5% due 8/01/2022 (i) 3,560 A A3 8,760 California State, GO, 5% due 2/01/2033 8,935 California State Public Works Board, Lease Revenue Bonds: A- Baa1 2,000 (Department of Corrections), Series C, 5% due 6/01/2025 2,056 A- Baa1 4,500 (Department of Mental Health--Coalinga State Hospital), Series A, 5.125% due 6/01/2029 4,622 California State, Various Purpose, GO: A A3 6,800 5.25% due 11/01/2025 7,216 AAA Aaa 10,000 5% due 4/01/2031 (c) 10,287 A A3 5,550 5.50% due 11/01/2033 5,953 Portfolio Abbreviations To simplify the listings of MuniYield Fund, Inc.'s portfolio holdings in the Schedule of Investments, we have abbreviated the names of many of the securities according to the list at right. AMT Alternative Minimum Tax (subject to) COP Certificates of Participation DRIVERS Derivative Inverse Tax-Exempt Receipts EDA Economic Development Authority GO General Obligation Bonds HFA Housing Finance Agency IDA Industrial Development Authority IDB Industrial Development Board IDR Industrial Development Revenue Bonds M/F Multi-Family PCR Pollution Control Revenue Bonds RITR Residual Interest Trust Receipts S/F Single-Family VRDN Variable Rate Demand Notes MUNIYIELD FUND, INC., OCTOBER 31, 2004 Schedule of Investments (continued) (In Thousands) S&P Moody's Face State Ratings+++ Ratings+++ Amount Municipal Bonds Value California Golden State Tobacco Securitization Corporation of California, (concluded) Tobacco Settlement Revenue Bonds: BBB Baa3 $ 5,500 Series A-3, 7.875% due 6/01/2042 $ 5,931 BBB Baa3 7,500 Series A-4, 7.80% due 6/01/2042 8,052 A- Baa1 5,000 Series B, 5.50% due 6/01/2018 5,194 A- Baa1 5,000 Series B, 5.375% due 6/01/2028 5,199 A- Baa1 9,520 Series B, 5.50% due 6/01/2043 10,032 AAA Aaa 10,000 Los Angeles, California, Community Redevelopment Agency, Community Redevelopment Financing Authority Revenue Bonds (Bunker Hill Project), Series A, 5% due 12/01/2027 (i) 10,360 AAA Aaa 18,400 Los Angeles, California, Unified School District, GO, Series A, 5% due 7/01/2023 (i) 19,439 AA Aa3 1,250 Sacramento County, California, Sanitation District Financing Authority Revenue Refunding Bonds, Trust Receipts, Class R, Series A, 9.885% due 12/01/2019 (k) 1,386 AAA Aaa 5,145 Santa Clara, California, Subordinated Electric Revenue Bonds, Series A, 5% due 7/01/2022 (e) 5,453 AAA Aaa 10,000 University of California Hospital Revenue Bonds (UCLA Medical Center), Series A, 5% due 5/15/2039 (c) 10,170 AAA Aaa 7,465 University of California Revenue Bonds (Multiple Purpose Projects), Series Q, 5% due 9/01/2021 (i) 7,918 University of California, Revenue Refunding Bonds, Series A (c): AAA Aaa 3,000 5.125% due 5/15/2019 3,263 AAA Aaa 2,500 5.125% due 5/15/2020 2,706 Colorado--4.8% AA Aa2 520 Colorado HFA Revenue Refunding Bonds (S/F Program), AMT, Series D-2, 6.90% due 4/01/2029 536 AAA Aaa 8,000 Denver, Colorado, City and County Airport Revenue Bonds, AMT, Series D, 7.75% due 11/15/2013 (c) 9,869 NR* Baa2 5,500 Denver, Colorado, Urban Renewal Authority, Tax Increment Revenue Bonds (Pavilions), AMT, 7.75% due 9/01/2016 5,807 Elk Valley, Colorado, Public Improvement Revenue Bonds (Public Improvement Fee), Series A: NR* NR* 1,735 7.10% due 9/01/2014 1,817 NR* NR* 5,065 7.35% due 9/01/2031 5,303 NR* NR* 6,850 Plaza Metropolitan District No. 1, Colorado, Tax Allocation Revenue Bonds (Public Improvement Fees), 8% due 12/01/2025 7,172 Connecticut-- NR* NR* 600 Connecticut State Development Authority, IDR (AFCO Cargo BDL-LLC 0.3% Project), AMT, 7.35% due 4/01/2010 607 BBB- NR* 1,500 Mohegan Tribe Indians Gaming Authority, Connecticut, Public Improvement Revenue Refunding Bonds (Priority Distribution), 5.25% due 1/01/2033 1,503 Florida--4.3% Hillsborough County, Florida, IDA, Exempt Facilities Revenue Bonds (National Gypsum), AMT: NR* NR* 11,500 Series A, 7.125% due 4/01/2030 12,570 NR* NR* 5,000 Series B, 7.125% due 4/01/2030 5,465 NR* NR* 4,200 Midtown Miami, Florida, Community Development District, Special Assessment Revenue Bonds, Series B, 6.50% due 5/01/2037 4,388 AAA Aaa 2,140 Saint Lucie County, Florida, Sales Tax Revenue Refunding and Improvement Bonds, 5.25% due 10/01/2022 (e) 2,328 B- B1 3,000 Santa Rosa Bay Bridge Authority, Florida, Revenue Bonds, 6.25% due 7/01/2028 2,704 Georgia--3.8% AAA Aaa 12,140 Atlanta, Georgia, Airport Revenue Refunding Bonds, Series A, 5.875% due 1/01/2016 (h) 13,829 NR* NR* 4,600 Atlanta, Georgia, Tax Allocation Revenue Bonds (Atlantic Station Project), 7.90% due 12/01/2024 4,990 Brunswick & Glynn County, Georgia, Development Authority, First Mortgage Revenue Bonds (Coastal Community Retirement Corporation Project), Series A: NR* NR* 2,285 7.125% due 1/01/2025 2,257 NR* NR* 3,305 7.25% due 1/01/2035 3,276 Idaho--1.7% AA NR* 545 Idaho Housing Agency, S/F Mortgage Revenue Refunding Bonds, AMT, Senior Series C-2, 7.15% due 7/01/2023 545 BB+ Ba3 10,000 Power County, Idaho, Industrial Development Corporation, Solid Waste Disposal Revenue Bonds (FMC Corporation Project), AMT, 6.45% due 8/01/2032 10,252 Illinois--4.4% NR* B2 745 Beardstown, Illinois, IDR (Jefferson Smurfit Corp. Project), 8% due 10/01/2016 791 AAA Aaa 13,200 Chicago, Illinois, O'Hare International Airport Revenue Bonds, 3rd Lien, AMT, Series B-2, 6% due 1/01/2029 (j) 14,621 NR* Aaa 190 Chicago, Illinois, S/F Mortgage Revenue Bonds, AMT, Series B, 7.625% due 9/01/2027 (f)(g)(l) 191 B Baa3 2,750 Illinois Development Finance Authority, PCR, Refunding (Illinois Power Company Project), Series A, 7.375% due 7/01/2006 (b) 3,031 AAA Aaa 3,285 Illinois Development Finance Authority Revenue Bonds (Presbyterian Home Lake Project), Series B, 6.30% due 9/01/2022 (i) 3,591 MUNIYIELD FUND, INC., OCTOBER 31, 2004 Schedule of Investments (continued) (In Thousands) S&P Moody's Face State Ratings+++ Ratings+++ Amount Municipal Bonds Value Illinois NR* B2 $ 1,250 Illinois Health Facilities Authority Revenue Bonds (Holy (concluded) Cross Hospital Project), 6.70% due 3/01/2014 $ 1,092 A-1+ VMIG-1++ 10 Illinois Health Facilities Authority, Revenue Refunding Bonds (University of Chicago Hospitals), VRDN, 1.74% due 8/01/2026 (e)(m) 10 AAA Aaa 4,000 Metropolitan Pier and Exposition Authority, Illinois, Dedicated State Tax Revenue Bonds (McCormick Place Expansion), Series A, 5.50% due 6/15/2023 (e) 4,389 Indiana--1.2% Indiana Municipal Power Agency, Power Supply System Revenue Bonds, Series A (h): AAA Aaa 2,850 5% due 1/01/2029 2,911 AAA Aaa 4,350 5% due 1/01/2032 4,429 Kansas--0.2% BB+ NR* 1,250 Lenexa, Kansas, Health Care Facility Revenue Bonds (Lakeview Village Inc.), Series C, 6.875% due 5/15/2032 1,328 Kentucky--0.5% NR* NR* 3,000 Kentucky Economic Development Finance Authority, Health System Revenue Refunding Bonds (Norton Healthcare Inc.), Series A, 6. 625% due 10/01/2028 3,220 Louisiana--3.1% BB- NR* 19,000 Port New Orleans, Louisiana, IDR, Refunding (Continental Grain Company Project), 6.50% due 1/01/2017 19,478 Maryland--1.2% NR* NR* 3,000 Maryland State Energy Financing Administration, Limited Obligation Revenue Bonds (Cogeneration--AES Warrior Run), AMT, 7.40% due 9/01/2019 3,070 A Baa1 4,000 Maryland State Health and Higher Educational Facilities Authority Revenue Refunding Bonds (University of Maryland Medical System), 6% due 7/01/2032 4,294 Massachusetts-- AAA Aaa 10,000 Massachusetts State Special Obligation Dedicated Tax 1.7% Revenue Bonds, 5.25% due 1/01/2029 (h) 10,589 Michigan--0.5% BB NR* 3,325 Macomb County, Michigan, Hospital Finance Authority, Hospital Revenue Bonds (Mount Clemens General Hospital), Series B, 5.875% due 11/15/2034 3,161 Minnesota--0.6% Eden Prairie, Minnesota, M/F Housing Revenue Bonds (Rolling Hills Project), Series A (g): NR* A1 420 6% due 8/20/2021 468 NR* A1 2,000 6.20% due 2/20/2043 2,176 NR* Aa2 975 Minneapolis, Minnesota, M/F Housing Revenue Bonds (Gaar Scott Loft Project), AMT, 5.95% due 5/01/2030 1,044 Missouri--2.0% Fenton, Missouri, Tax Increment Revenue Refunding and Improvement Bonds (Gravois Bluffs): NR* NR* 620 6.75% due 10/01/2015 653 NR* NR* 2,800 7% due 10/01/2021 3,030 Kansas City, Missouri, Municipal Assistance Corporation, Leasehold Improvement Revenue Bonds (H. Roe Bartle Convention Center), Series B-1 (c): AAA Aaa 15,000 5.383%** due 4/15/2028 4,459 AAA Aaa 5,000 5.28%** due 4/15/2029 1,405 AAA Aaa 5,000 5.31%** due 4/15/2030 1,328 AAA Aaa 5,000 5.32%** due 4/15/2031 1,256 AAA NR* 405 Missouri State Housing Development Commission, S/F Mortgage Revenue Bonds, Homeownership, AMT, Series B, 7.55% due 9/01/2027 (f)(g) 405 New Hampshire-- BBB+ Baa1 3,425 New Hampshire Health and Education Facilities Authority, Revenue 0.6% Refunding Bonds (Elliot Hospital), Series B, 5.60% due 10/01/2022 3,539 New Jersey-- BBB Baa2 11,435 New Jersey EDA, Cigarette Tax Revenue Bonds, 5.50% due 6/15/2024 11,692 18.1% NR* NR* 3,000 New Jersey EDA, First Mortgage Revenue Bonds (The Presbyterian Home), Series A, 6.375% due 11/01/2031 3,052 AAA Aaa 20,000 New Jersey EDA, Motor Vehicle Surcharge Revenue Bonds, Series A, 5% due 7/01/2029 (e) 20,728 NR* NR* 4,400 New Jersey EDA, Retirement Community Revenue Bonds (Cedar Crest Village Inc. Facility), Series A, 7.25% due 11/15/2031 4,505 A+ A1 8,750 New Jersey EDA, School Facilities Construction Revenue Bonds, Series I, 5.25% due 9/01/2029 9,188 New Jersey EDA, Special Facility Revenue Bonds (Continental Airlines Inc. Project), AMT: B Caa2 3,905 6.25% due 9/15/2019 3,037 B Caa2 16,195 6.25% due 9/15/2029 11,729 MUNIYIELD FUND, INC., OCTOBER 31, 2004 Schedule of Investments (continued) (In Thousands) S&P Moody's Face State Ratings+++ Ratings+++ Amount Municipal Bonds Value New Jersey B+ NR* $ 3,680 New Jersey Health Care Facilities Financing Authority Revenue (concluded) Bonds (Pascack Valley Hospital Association), 6.625% due 7/01/2036 $ 3,434 B+ NR* 1,500 New Jersey Health Care Facilities Financing Authority, Revenue Refunding Bonds (Pascack Valley Hospital Association), 5.125% due 7/01/2028 1,140 AAA NR* 4,360 Port Authority of New York and New Jersey Revenue Refunding Bonds, DRIVERS, AMT, Series 177, 9.932% due 10/15/2032 (e)(k) 5,168 AAA NR* 20,575 Port Authority of New York and New Jersey, Special Obligation Revenue Bonds, DRIVERS, AMT, Series 192, 9.431% due 12/01/2025 (e)(k) 23,436 BBB Baa3 7,500 Tobacco Settlement Financing Corporation of New Jersey, Asset-Backed Revenue Refunding Bonds, 6% due 6/01/2037 6,585 Tobacco Settlement Financing Corporation of New Jersey Revenue Bonds: BBB Baa3 7,500 6.125% due 6/01/2024 7,271 BBB Baa3 4,500 6.75% due 6/01/2039 4,405 New York--20.0% NR* NR* 2,240 Dutchess County, New York, IDA, Civic Facility Revenue Refunding Bonds (Saint Francis Hospital), Series A, 7.50% due 3/01/2029 2,225 AAA Aaa 5,595 Metropolitan Transportation Authority, New York, Commuter Facilities Revenue Bonds, RITR, Series 9, 6.10% due 7/01/2006 (b)(h)(k) 6,599 New York City, New York, City IDA, Special Facilities Revenue Bonds, AMT: BB- Ba2 1,250 (British Airways PLC Project), 7.625% due 12/01/2032 1,242 BBB+ A3 10,000 (Terminal One Group Association Project), 6.125% due 1/01/2024 10,230 AAA NR* 5,000 New York City, New York, City Municipal Water Finance Authority, Water and Sewer System Revenue Bonds, DRIVERS, Series 198, 9.461% due 6/15/2026 (e)(k) 5,709 AA+ Aa2 14,000 New York City, New York, City Municipal Water Finance Authority, Water and Sewer System Revenue Refunding Bonds, 5.50% due 6/15/2033 15,103 AAA Aaa 2,000 New York City, New York, GO, Refunding, Series G, 5.75% due 2/01/2006 (b)(h) 2,118 NR* Aaa 10,000 New York City, New York, GO, Refunding, Trust Receipts, Series R, 10.623% due 5/15/2014 (h)(k) 13,472 AAA Aaa 9,375 New York City, New York, Sales Tax Asset Receivable Corporation Revenue Bonds, Series A, 5% due 10/15/2029 (c) 9,717 New York State Dormitory Authority, Revenue Refunding Bonds (Mount Sinai Health), Series A: BB Ba1 5,000 6.75% due 7/01/2020 5,358 BB Ba1 315 6.50% due 7/01/2025 327 AA A1 10,000 New York State Urban Development Corporation, Personal Income Tax Revenue Bonds (State Facilities), Series A, 5.50% due 3/15/2032 10,738 NR* NR* 2,500 Suffolk County, New York, IDA, IDR, Refunding (Nissequogue Cogeneration Partners Facility), AMT, 5.50% due 1/01/2023 2,393 Tobacco Settlement Financing Corporation of New York Revenue Bonds: AAA Aaa 13,875 Series A-1, 5.25% due 6/01/2022 (c) 14,937 AA- A3 9,400 Series C-1, 5.50% due 6/01/2021 10,280 A+ A1 10,000 Triborough Bridge and Tunnel Authority, New York, Subordinate Revenue Bonds, 5.25% due 11/15/2030 10,522 Westchester County, New York, IDA, Continuing Care Retirement Mortgage Revenue Bonds (Kendal on Hudson Project), Series A: NR* NR* 3,450 6.375% due 1/01/2024 3,514 NR* NR* 2,895 6.50% due 1/01/2034 2,948 North AAA Aaa 2,710 Charlotte, North Carolina, Airport Revenue Bonds, Series A, Carolina--2.0% 5% due 7/01/2029 (e) 2,789 BBB Baa2 4,750 North Carolina Eastern Municipal Power Agency, Power System Revenue Bonds, Series D, 6.75% due 1/01/2026 5,290 AA Aa2 315 North Carolina HFA, Home Ownership Revenue Bonds, AMT, Series 8-A, 6.20% due 7/01/2016 334 AA Aa2 985 North Carolina HFA, S/F Revenue Bonds, Series II, 6.20% due 3/01/2016 (d) 1,028 NR* NR* 1,000 North Carolina Medical Care Commission, Health Care Facilities, First Mortgage Revenue Bonds (Arbor Acres Community Project), 6.375% due 3/01/2032 1,032 NR* Baa1 2,000 North Carolina Medical Care Commission, Health Care Housing Revenue Bonds (The ARC of North Carolina Projects), Series A, 5.80% due 10/01/2034 2,025 MUNIYIELD FUND, INC., OCTOBER 31, 2004 Schedule of Investments (continued) (In Thousands) S&P Moody's Face State Ratings+++ Ratings+++ Amount Municipal Bonds Value Ohio--2.3% Cuyahoga County, Ohio, Mortgage Revenue Bonds (West Tech Apartments Project), AMT (g): NR* Aaa $ 1,410 5.75% due 9/20/2020 $ 1,509 NR* Aaa 2,250 5.85% due 9/20/2030 2,365 NR* NR* 2,175 Lucas County, Ohio, Health Care Facility Revenue Refunding and Improvement Bonds (Sunset Retirement Communities), Series A, 6.625% due 8/15/2030 2,273 NR* Aaa 5,000 Mason, Ohio, City School District, GO (School Improvement), 5% due 12/01/2031 (i) 5,165 NR* Aaa 2,495 Mason, Ohio, Sewer System Revenue Refunding and Improvement Bonds, 5% due 12/01/2028 (e) 2,584 NR* NR* 970 Port of Greater Cincinnati Development Authority, Ohio, Special Assessment Revenue Bonds (Cooperative Public Parking Infrastructure Project), 6.30% due 2/15/2024 982 Oregon--1.7% AAA Aaa 4,405 Oregon State Department of Administrative Services, COP, Series A, 6% due 5/01/2010 (b)(c) 5,140 AA- Aa3 3,900 Oregon State, GO, Refunding (Veterans Welfare), Series 80A, 5.70% due 10/01/2032 3,992 NR* NR* 1,830 Portland, Oregon, Housing Authority, Housing Revenue Bonds (Pine Square and University Place), Series A, 5.875% due 1/01/2022 1,790 Pennsylvania-- AAA Aaa 5,000 Lehigh County, Pennsylvania, IDA, PCR, Refunding (Pennsylvania 10.5% Power and Light Company Project), Series B, 6.40% due 9/01/2029 (e) 5,151 Pennsylvania Economic Development Financing Authority, Exempt Facilities Revenue Bonds (National Gypsum Company), AMT: NR* NR* 8,980 Series A, 6.25% due 11/01/2027 9,394 NR* NR* 6,800 Series B, 6.125% due 11/01/2027 7,054 AAA Aaa 16,270 Pennsylvania State Higher Educational Facilities Authority, Health Services Revenue Refunding Bonds (Allegheny Delaware Valley Obligation), Series C, 5.875% due 11/15/2016 (e) 17,423 Philadelphia, Pennsylvania, Authority for IDR, Commercial Development: NR* NR* 1,265 7.75% due 12/01/2017 1,293 NR* NR* 3,650 Refunding (Days Inn), Series B, 6.50% due 10/01/2027 3,714 NR* NR* 4,000 Refunding (Doubletree), Series A, 6.50% due 10/01/2027 4,071 AAA Aaa 10,965 Philadelphia, Pennsylvania, School District, GO, Series A, 5.5% due 2/01/2012 (b)(i) 12,611 A- NR* 5,000 Sayre, Pennsylvania, Health Care Facilities Authority Revenue Bonds (Guthrie Health Issue), Series B, 7.125% due 12/01/2031 5,875 Rhode Island-- Woonsocket, Rhode Island, GO (h): 0.4% NR* Aaa 1,225 6% due 10/01/2017 1,422 NR* Aaa 1,195 6% due 10/01/2018 1,387 Tennessee--2.3% NR* NR* 4,610 Hardeman County, Tennessee, Correctional Facilities Corporation Revenue Bonds, 7.75% due 8/01/2017 4,829 BB Ba3 10,000 McMinn County, Tennessee, IDB, Solid Waste Revenue Bonds (Recycling Facility--Calhoun Newsprint), AMT, 7.40% due 12/01/2022 9,999 Texas--19.1% Austin, Texas, Convention Center Revenue Bonds (Convention Enterprises Inc.), First Tier, Series A: BBB- Baa3 5,000 6.70% due 1/01/2028 5,315 BBB- Baa3 5,000 6.70% due 1/01/2032 5,298 Bexar County, Texas, Housing Finance Corporation, M/F Housing Revenue Bonds (Water at Northern Hills Apartments), Series A (e): NR* Aaa 1,300 5.80% due 8/01/2021 1,390 NR* Aaa 2,460 6% due 8/01/2031 2,576 NR* Aaa 1,000 6.05% due 8/01/2036 1,047 BBB Baa2 6,650 Brazos River Authority, Texas, PCR, Refunding (Utilities Electric Company), AMT, Series B, 5.05% due 6/01/2030 6,834 BBB- NR* 3,755 Brazos River Authorities, Texas, Revenue Refunding Bonds (Reliant Energy Inc. Project), Series B, 7.75% due 12/01/2018 4,111 BBB- Baa3 4,365 Dallas-Fort Worth, Texas, International Airport Facility, Improvement Corporation Revenue Bonds (Learjet Inc.), AMT, Series 2001-A-1, 6.15% due 1/01/2016 4,366 CCC Caa2 7,500 Dallas-Fort Worth, Texas, International Airport Facility, Improvement Corporation Revenue Refunding Bonds (American Airlines), AMT, Series B, 6.05% due 5/01/2029 6,986 Gregg County, Texas, Health Facilities Development Corporation, Hospital Revenue Bonds (Good Shepherd Medical Center Project) (a): AA Baa2 3,000 6.875% due 10/01/2020 3,511 AA Baa2 2,000 6.375% due 10/01/2025 2,288 MUNIYIELD FUND, INC., OCTOBER 31, 2004 Schedule of Investments (continued) (In Thousands) S&P Moody's Face State Ratings+++ Ratings+++ Amount Municipal Bonds Value Texas AA- Aa3 $ 5,000 Guadalupe-Blanco River Authority, Texas, Sewage and Solid Waste (concluded) Disposal Facility Revenue Bonds (E. I. du Pont de Nemours and Company Project), AMT, 6.40% due 4/01/2026 $ 5,320 BB Ba2 3,900 Gulf Coast, Texas, IDA, Solid Waste Disposal Revenue Bonds (Citgo Petroleum Corporation Project), AMT, 7.50% due 5/01/2025 4,231 AAA Aaa 18,200 Houston, Texas, Combined Utility System, First Lien Revenue Refunding Bonds, Series A, 5.25% due 5/15/2025 (e) 19,512 NR* Baa3 1,600 Houston, Texas, Industrial Development Corporation Revenue Bonds (Air Cargo), AMT, 6.375% due 1/01/2023 1,625 Lower Colorado River Authority, Texas, PCR (Samsung Austin Semiconductor), AMT: A- A3 4,830 6.375% due 4/01/2027 5,226 A- A3 3,330 6.95% due 4/01/2030 3,812 BBB- Ba2 7,030 Matagorda County, Texas, Navigation District Number 1, Revenue Refunding Bonds (Reliant Energy Inc.), Series C, 8% due 5/01/2029 7,806 BB Ba2 3,900 Port Corpus Christi, Texas, Individual Development Corporation, Environmental Facilities Revenue Bonds (Citgo Petroleum Corporation Project), AMT, 8.25% due 11/01/2031 4,170 B- Ba3 11,500 Red River Authority, Texas, PCR, Refunding (Celanese Project), AMT, Series B, 6.70% due 11/01/2030 11,500 AAA Aaa 6,500 Texas State Turnpike Authority, Central Texas Turnpike System Revenue Bonds, First Tier, Series A, 5.50% due 8/15/2039 (c) 7,017 AAA Aaa 7,020 Tyler, Texas, Waterworks and Sewer Revenue Bonds, 5.70% due 9/01/2030 (h) 7,813 Utah--0.3% AAA Aaa 1,545 Utah State Board of Regents, Revenue Refunding Bonds (University of Utah Research Facilities), Series A, 5.50% due 4/01/2018 (e) 1,722 Virginia--2.8% AAA Aaa 5,000 Fairfax County, Virginia, EDA, Resource Recovery Revenue Refunding Bonds, AMT, Series A, 6.10% due 2/01/2011 (c) 5,723 Pocahontas Parkway Association, Virginia, Toll Road Revenue Bonds: NR* B1 6,200 First Tier, Sub-Series C, 6.25%** due 8/15/2031 712 BB Ba2 7,500 Senior Series A, 5.50% due 8/15/2028 6,807 BB Ba2 24,800 Senior Series B, 6.67%** due 8/15/2029 4,840 Washington-- Vancouver, Washington, Housing Authority, Housing Revenue Bonds 0.3% (Teal Pointe Apartments Project), AMT: NR* NR* 945 6% due 9/01/2022 911 NR* NR* 1,250 6.20% due 9/01/2032 1,196 West Virginia-- B- B2 1,000 Princeton, West Virginia, Hospital Revenue Refunding Bonds 0.6% (Community Hospital Association Inc. Project), 6% due 5/01/2019 787 BBB Baa2 3,000 Upshur County, West Virginia, Solid Waste Disposal Revenue Bonds (TJ International Project), AMT, 7% due 7/15/2025 3,138 Wisconsin--0.3% NR* Baa3 700 Milwaukee, Wisconsin, Revenue Bonds (Air Cargo), AMT, 6.50% due 1/01/2025 709 AAA Aaa 965 Wisconsin State, GO, AMT, Series B, 6.20% due 11/01/2026 (e) 993 Wyoming--0.8% BB+ Ba3 2,550 Sweetwater County, Wyoming, Solid Waste Disposal Revenue Bonds (FMC Corporation Project), AMT, Series A, 7% due 6/01/2024 2,601 AA NR* 2,500 Wyoming Student Loan Corporation, Student Loan Revenue Refunding Bonds, Series A, 6.20% due 6/01/2024 2,700 Puerto Rico-- AAA Aaa 15,000 Puerto Rico Commonwealth, Highway and Transportation Authority, 7.2% Transportation Revenue Bonds, Trust Receipts, Class R, Series B, 9.654% due 7/01/2035 (e)(k) 19,375 A Baa1 16,360 Puerto Rico Commonwealth, Highway and Transportation Authority, Transportation Revenue Refunding Bonds, Series D, 5.75% due 7/01/2041 18,109 AAA Aaa 2,500 Puerto Rico Electric Power Authority, Power Revenue Bonds, Trust Receipts, Class R, Series 16 HH, 9.358% due 7/01/2013 (i)(k) 3,260 AAA NR* 4,350 Puerto Rico Public Finance Corporation Revenue Bonds, DRIVERS, Series 272, 9.32% due 8/01/2030 (k) 5,051 Virgin BBB- Baa3 6,250 Virgin Islands Public Finance Authority, Refinery Facilities Islands--1.1% Revenue Bonds (Hovensa Refinery), AMT, 6.125% due 7/01/2022 6,709 Total Municipal Bonds (Cost--$919,787)--153.4% 976,048 MUNIYIELD FUND, INC., OCTOBER 31, 2004 Schedule of Investments (concluded) (In Thousands) Shares Held Short-Term Securities Value 9,413 Merrill Lynch Institutional Tax-Exempt Fund++++ $ 9,413 Total Short-Term Securities (Cost--$9,413)--1.5% 9,413 Total Investments (Cost--$929,200***)--154.9% 985,461 Liabilities in Excess of Other Assets--(1.0%) (6,426) Preferred Stock, at Redemption Value--(53.9%) (343,016) ----------- Net Assets Applicable to Common Stock--100.0% $ 636,019 =========== (a) Radian Insured. (b) Prerefunded. (c) AMBAC Insured. (d) FHA Insured. (e) MBIA Insured. (f) FNMA Collateralized. (g) GNMA Collateralized. (h) FGIC Insured. (i) FSA Insured. (j) XL Capital Insured. (k) The interest rate is subject to change periodically and inversely based upon prevailing market rates. The interest rate shown is the rate in effect at October 31, 2004. (l) FHLMC Collateralized. (m) The interest rate is subject to change periodically based upon prevailing market rates. The interest rate shown is the rate in effect at October 31, 2004. * Not Rated. ** Represents a zero coupon bond; the interest rate shown reflects the effective yield at the time of purchase by the Fund. *** The cost and unrealized appreciation/depreciation of investments as of October 31, 2004, as computed for federal income tax purposes, were as follows: (in Thousands) Aggregate cost $ 928,692 ============== Gross unrealized appreciation $ 63,251 Gross unrealized depreciation (6,482) -------------- Net unrealized appreciation $ 56,769 ============== ++ Highest short-term rating by Moody's Investors Service, Inc. ++++ Investments in companies considered to be an affiliate of the Fund (such companies are defined as "Affiliated Companies" in Section 2(a)(3) of the Investment Company Act of 1940) were as follows: (in Thousands) Net Dividend Affiliate Activity Income Merrill Lynch Institutional Tax-Exempt Fund (7,200) $151 +++ Ratings of issues shown are unaudited. See Notes to Financial Statements. Quality Profile (unaudited) The quality ratings of securities in the Fund as of October 31, 2004 were as follows: Percent of Total S&P Rating/Moody's Rating Investments AAA/Aaa 41.6% AA/Aa 7.9 A/A 12.3 BBB/Baa 12.0 BB/Ba 9.2 B/B 2.6 CCC/Caa 1.7 NR (Not Rated) 12.6 Other* 0.1 * Includes portfolio holdings in short-term variable rate municipal securities and short-term securities. MUNIYIELD FUND, INC., OCTOBER 31, 2004 Statement of Net Assets As of October 31, 2004 Assets Investments in unaffiliated securities, at value (identified cost--$919,787,455) $ 976,047,916 Investments in affiliated securities, at value (identified cost--$9,412,782) 9,412,782 Cash 37,760 Receivables: Interest $ 17,470,679 Securities sold 250,821 Dividends from affiliates 388 17,721,888 --------------- Prepaid expenses 14,484 --------------- Total assets 1,003,234,830 --------------- Liabilities Payables: Securities purchased 22,999,660 Dividends to Common Stock shareholders 479,449 Investment adviser 462,515 Other affiliates 6,367 23,947,991 --------------- Accrued expenses and other liabilities 252,443 --------------- Total liabilities 24,200,434 --------------- Preferred Stock Preferred Stock, at redemption value, par value $.05 per share (1,800 Series A Shares, 1,800 Series B Shares, 1,800 Series C Shares, 1,800 Series D Shares, 2,800 Series E Shares, 1,720 Series F Shares and 2,000 Series G Shares of AMPS* authorized, issued and outstanding at $25,000 per share liquidation preference) 343,015,580 --------------- Net Assets Applicable to Common Stock Net assets applicable to Common Stock $ 636,018,816 =============== Analysis of Net Assets Applicable to Common Stock Common Stock, par value $.10 per share (44,430,631 shares issued and outstanding) $ 4,443,063 Paid-in capital in excess of par 632,169,443 Undistributed investment income--net $ 13,490,885 Accumulated realized capital losses--net (70,345,036) Unrealized appreciation--net 56,260,461 --------------- Total accumulated losses--net (593,690) --------------- Total--Equivalent to $14.31 net asset value per share of Common Stock (market price--$13.74) $ 636,018,816 =============== * Auction Market Preferred Stock. See Notes to Financial Statements. MUNIYIELD FUND, INC., OCTOBER 31, 2004 Statement of Operations For the Year Ended October 31, 2004 Investment Income Interest $ 53,834,528 Dividends from affiliates 150,501 --------------- Total income 53,985,029 --------------- Expenses Investment advisory fees $ 4,589,395 Commission fees 756,492 Accounting services 262,594 Transfer agent fees 117,206 Professional fees 76,334 Custodian fees 48,143 Printing and shareholder reports 44,810 Listing fees 34,375 Pricing fees 33,518 Directors' fees and expenses 31,310 Other 61,408 --------------- Total expenses before reimbursement 6,055,585 Reimbursement of expenses (31,699) --------------- Total expenses after reimbursement 6,023,886 --------------- Investment income--net 47,961,143 --------------- Realized & Unrealized Gain (Loss)--Net Realized gain (loss) on: Investments--net 3,220,563 Futures contracts and forward interest rate swaps--net (1,730,224) 1,490,339 --------------- Change in unrealized appreciation/depreciation on: Investments--net 18,664,675 Forward interest rate swaps--net (678,543) 17,986,132 --------------- --------------- Total realized and unrealized gain--net 19,476,471 --------------- Dividends to Preferred Stock Shareholders Investment income--net (3,152,152) --------------- Net Increase in Net Assets Resulting from Operations $ 64,285,462 =============== See Notes to Financial Statements. MUNIYIELD FUND, INC., OCTOBER 31, 2004 Statements of Changes in Net Assets For the Year Ended October 31, Increase (Decrease) in Net Assets: 2004 2003 Operations Investment income--net $ 47,961,143 $ 47,140,570 Realized gain (loss)--net 1,490,339 (749,067) Change in unrealized appreciation/depreciation--net 17,986,132 23,276,447 Dividends to Preferred Stock shareholders (3,152,152) (3,013,368) --------------- --------------- Net increase in net assets resulting from operations 64,285,462 66,654,582 --------------- --------------- Dividends to Common Stock Shareholders Investment income--net (42,786,698) (41,587,071) --------------- --------------- Net decrease in net assets resulting from dividends to Common Stock shareholders (42,786,698) (41,587,071) --------------- --------------- Stock Transactions Offering and underwriting costs resulting from the issuance of Preferred Stock (648,585) -- --------------- --------------- Net decrease in net assets derived from stock transactions (648,585) -- --------------- --------------- Net Assets Applicable to Common Stock Total increase in net assets applicable to Common Stock 20,850,179 25,067,511 Beginning of year 615,168,637 590,101,126 --------------- --------------- End of year* $ 636,018,816 $ 615,168,637 =============== =============== * Undistributed investment income--net $ 13,490,885 $ 11,468,593 =============== =============== See Notes to Financial Statements. MUNIYIELD FUND, INC., OCTOBER 31, 2004 Financial Highlights The following per share data and ratios have been derived from information provided in the financial statements. For the Year Ended October 31, Increase (Decrease) in Net Asset Value: 2004 2003 2002 2001 2000 Per Share Operating Performance Net asset value, beginning of year $ 13.85 $ 13.28 $ 13.55 $ 13.08 $ 13.21 ---------- ---------- ---------- ---------- ---------- Investment income--net 1.09+++ 1.06+++ 1.04 1.03 1.09 Realized and unrealized gain (loss)--net .41 .52 (.31) .52 (.08) Dividends to Preferred Stock shareholders from investment income--net (.07) (.07) (.08) (.22) (.27) ---------- ---------- ---------- ---------- ---------- Total from investment operations 1.43 1.51 .65 1.33 .74 ---------- ---------- ---------- ---------- ---------- Less dividends to Common Stock shareholders from investment income--net (.96) (.94) (.92) (.86) (.87) ---------- ---------- ---------- ---------- ---------- Offering and underwriting costs resulting from the issuance of Preferred Stock (.01) -- -- -- -- ---------- ---------- ---------- ---------- ---------- Net asset value, end of year $ 14.31 $ 13.85 $ 13.28 $ 13.55 $ 13.08 ========== ========== ========== ========== ========== Market price per share, end of year $ 13.74 $ 13.29 $ 12.88 $ 13.94 $ 12.625 ========== ========== ========== ========== ========== Total Investment Return* Based on net asset value per share 11.04% 11.99% 5.07% 10.51% 6.28% ========== ========== ========== ========== ========== Based on market price per share 11.11% 10.80% (.94%) 17.79% 5.26% ========== ========== ========== ========== ========== Ratios Based on Average Net Assets of Common Stock Total expenses, net of reimbursement** .97% .99% 1.01% 1.01% .99% ========== ========== ========== ========== ========== Total expenses** .98% .99% 1.01% 1.01% .99% ========== ========== ========== ========== ========== Total investment income--net** 7.75% 7.86% 7.97% 7.74% 8.35% ========== ========== ========== ========== ========== Amount of dividends to Preferred Stock shareholders .51% .50% .74% 1.63% 2.07% ========== ========== ========== ========== ========== Investment income--net, to Common Stock shareholders 7.24% 7.36% 7.23% 6.11% 6.28% ========== ========== ========== ========== ========== Ratios Based on Average Net Assets of Common & Preferred Stock** Total expenses, net of reimbursement .65% .66% .67% .68% .66% ========== ========== ========== ========== ========== Total expenses .66% .66% .67% .68% .66% ========== ========== ========== ========== ========== Total investment income--net 5.21% 5.27% 5.33% 5.20% 5.56% ========== ========== ========== ========== ========== MUNIYIELD FUND, INC., OCTOBER 31, 2004 Financial Highlights (concluded) The following per share data and ratios have been derived For the Year Ended October 31, from information provided in the financial statements. 2004 2003 2002 2001 2000 Ratios Based on Average Net Assets of Preferred Stock Dividends to Preferred Stock shareholders 1.05% 1.02% 1.50% 3.33% 4.12% ========== ========== ========== ========== ========== Supplemental Data Net assets applicable to Common Stock, end of year (in thousands) $ 636,019 $ 615,169 $ 590,101 $ 524,737 $ 501,361 ========== ========== ========== ========== ========== Preferred Stock outstanding, end of year (in thousands) $ 343,000 $ 293,000 $ 293,000 $ 250,000 $ 250,000 ========== ========== ========== ========== ========== Portfolio turnover 23.62% 61.95% 104.63% 83.26% 103.44% ========== ========== ========== ========== ========== Leverage Asset coverage per $1,000 $ 2,854 $ 3,100 $ 3,014 $ 3,099 $ 3,005 ========== ========== ========== ========== ========== Dividends Per Share on Preferred Stock Outstanding Series A--Investment income--net $ 266 $ 256 $ 346 $ 816 $ 1,052 ========== ========== ========== ========== ========== Series B--Investment income--net $ 268 $ 274 $ 369 $ 864 $ 1,009 ========== ========== ========== ========== ========== Series C--Investment income--net $ 268 $ 261 $ 353 $ 847 $ 1,032 ========== ========== ========== ========== ========== Series D--Investment income--net $ 260 $ 281 $ 504 $ 850 $ 1,035 ========== ========== ========== ========== ========== Series E--Investment income--net $ 244 $ 236 $ 346 $ 805 $ 1,038 ========== ========== ========== ========== ========== Series F++--Investment income--net $ 253 $ 247 $ 324 -- -- ========== ========== ========== ========== ========== Series G++++--Investment income--net $ 60 -- -- -- -- ========== ========== ========== ========== ========== * Total investment returns based on market value, which can be significantly greater or lesser than the net asset value, may result in substantially different returns. Total investment returns exclude the effects of sales charges. ** Do not reflect the effect of dividends to Preferred Stock shareholders. ++ Series F was issued on November 19, 2001. ++++ Series G was issued on August 31, 2004. +++ Based on average shares outstanding. See Notes to Financial Statements. MUNIYIELD FUND, INC., OCTOBER 31, 2004 Notes to Financial Statements 1. Significant Accounting Policies: MuniYield Fund, Inc. (the "Fund") is registered under the Investment Company Act of 1940, as amended, as a non-diversified, closed-end management investment company. The Fund's financial statements are prepared in conformity with U.S. generally accepted accounting principles, which may require the use of management accruals and estimates. Actual results may differ from these estimates. The Fund determines and makes available for publication the net asset value of its Common Stock on a daily basis. The Fund's Common Stock is listed on the New York Stock Exchange under the symbol MYD. The following is a summary of significant accounting policies followed by the Fund. (a) Valuation of investments--Municipal bonds are traded primarily in the over-the-counter markets and are valued at the last available bid price in the over-the-counter market or on the basis of values as obtained by a pricing service. Pricing services use valuation matrixes that incorporate both dealer-supplied valuations and valuation models. The procedures of the pricing service and its valuations are reviewed by the officers of the Fund under the general direction of the Board of Directors. Such valuations and procedures will be reviewed periodically by the Board of Directors of the Fund. Financial futures contracts and options thereon, which are traded on exchanges, are valued at their closing prices as of the close of such exchanges. Options written or purchased are valued at the last sale price in the case of exchange-traded options. In the case of options traded in the over-the-counter market, valuation is the last asked price (options written) or the last bid price (options purchased). Swap agreements are valued by quoted fair values received daily by the Fund's pricing service. Short-term investments with a remaining maturity of 60 days or less are valued at amortized cost, which approximates market value, under which method the investment is valued at cost and any premium or discount is amortized on a straight line basis to maturity. Investments in open-end investment companies are valued at their net asset value each business day. Securities and other assets for which market quotations are not readily available are valued at fair value as determined in good faith by or under the direction of the Board of Directors of the Fund. (b) Derivative financial instruments--The Fund may engage in various portfolio investment strategies both to increase the return of the Fund and to hedge, or protect, its exposure to interest rate movements and movements in the securities markets. Losses may arise due to changes in the value of the contract or if the counterparty does not perform under the contract. * Financial futures contracts--The Fund may purchase or sell financial futures contracts and options on such futures contracts. Futures contracts are contracts for delayed delivery of securities at a specific future date and at a specific price or yield. Upon entering into a contract, the Fund deposits and maintains as collateral such initial margin as required by the exchange on which the transaction is effected. Pursuant to the contract, the Fund agrees to receive from or pay to the broker an amount of cash equal to the daily fluctuation in value of the contract. Such receipts or payments are known as variation margin and are recorded by the Fund as unrealized gains or losses. When the contract is closed, the Fund records a realized gain or loss equal to the difference between the value of the contract at the time it was opened and the value at the time it was closed. * Options--The Fund may purchase and write call and put options. When the Fund writes an option, an amount equal to the premium received by the Fund is reflected as an asset and an equivalent liability. The amount of the liability is subsequently marked-to- market to reflect the current market value of the option written. When a security is purchased or sold through an exercise of an option, the related premium paid (or received) is added to (or deducted from) the basis of the security acquired or deducted from (or added to) the proceeds of the security sold. When an option expires (or the Fund enters into a closing transaction), the Fund realizes a gain or loss on the option to the extent of the premiums received or paid (or gain or loss to the extent the cost of the closing transaction exceeds the premium paid or received). Written and purchased options are non-income producing investments. MUNIYIELD FUND, INC., OCTOBER 31, 2004 Notes to Financial Statements (continued) * Forward interest rate swaps--The Fund may enter into forward interest rate swaps. In a forward interest rate swap, the Fund and the counterparty agree to make periodic net payments on a specified notional contract amount, commencing on a specified future effective date, unless terminated earlier. When the agreement is closed, the Fund records a realized gain or loss in an amount equal to the value of the agreement. (c) Income taxes--It is the Fund's policy to comply with the requirements of the Internal Revenue Code applicable to regulated investment companies and to distribute substantially all of its taxable income to its shareholders. Therefore, no federal income tax provision is required. (d) Security transactions and investment income--Security transactions are recorded on the dates the transactions are entered into (the trade dates). Realized gains and losses on security transactions are determined on the identified cost basis. Dividend income is recorded on the ex-dividend dates. Interest income is recognized on the accrual basis. The Fund amortizes all premiums and discounts on debt securities. (e) Dividends and distributions--Dividends from net investment income are declared and paid monthly. Distributions of capital gains are recorded on the ex-dividend dates. (f) Offering expenses--Direct expenses relating to the public offering of the Fund's Preferred Stock were charged to capital at the time of issuance of the shares. 2. Investment Advisory Agreement and Transactions with Affiliates: The Fund has entered into an Investment Advisory Agreement with Fund Asset Management, L.P. ("FAM"). The general partner of FAM is Princeton Services, Inc. ("PSI"), an indirect, wholly-owned subsidiary of Merrill Lynch & Co., Inc. ("ML & Co."), which is the limited partner. FAM is responsible for the management of the Fund's portfolio and provides the necessary personnel, facilities, equipment and certain other services necessary to the operations of the Fund. For such services, the Fund pays a monthly fee at an annual rate of .50% of the Fund's average weekly net assets, including proceeds from the issuance of Preferred Stock. The Investment Adviser has agreed to reimburse its management fee by the amount of management fees the Fund pays to FAM indirectly through its investment in Merrill Lynch Institutional Tax-Exempt Fund. For the year ended October 31, 2004, FAM reimbursed the Fund in the amount of $31,699. During the year ended October 31, 2004, Merrill Lynch, Pierce, Fenner & Smith Incorporated, ("MLPF&S"), an affiliate of FAM, received underwriting fees of $500,000 in connection with the issuance of the Fund's Preferred Stock. For the year ended October 31, 2004, the Fund reimbursed FAM $19,948 for certain accounting services. Certain officers and/or directors of the Fund are officers and/or directors of FAM, PSI, and/or ML & Co. 3. Investments: Purchases and sales of investments, excluding short-term securities, for the year ended October 31, 2004 were $284,789,635 and $213,536,070, respectively. 4. Stock Transactions: The Fund is authorized to issue 200,000,000 shares of stock, including Preferred Stock, par value $.10 per share, all of which were initially classified as Common Stock. The Board of Directors is authorized, however, to reclassify any unissued shares of stock without approval of the holders of Common Stock. Preferred Stock Auction Market Preferred Stock are redeemable shares of Preferred Stock of the Fund, with a par value of $.05 per share and a liquidation preference of $25,000 per share, plus accrued and unpaid dividends, that entitle their holders to receive cash dividends at an annual rate that may vary for the successive dividend periods. The yields in effect at October 31, 2004 were as follows: Series A, 1.65%; Series B, 1.42%; Series C, 1.54%; Series D, 1.40%; Series E, 1.60%; Series F, 1.50% and Series G, 1.63%. Shares issued and outstanding for the year ended October 31, 2004 increased by 2,000 shares from the issuance of an additional series of Preferred Stock and for the year ended October 31, 2003 remained constant. MUNIYIELD FUND, INC., OCTOBER 31, 2004 Notes to Financial Statements (concluded) The Fund pays commissions to certain broker-dealers at the end of each auction at an annual rate ranging from .25% to .375%, calculated on the proceeds of each auction. For the year ended October 31, 2004, MLPF&S earned $323,882 as commissions. 5. Distributions to Shareholders: The Fund paid a tax-exempt income dividend to holders of Common Stock in the amount of $0.081000 per share on November 29, 2004 to shareholders of record on November 12, 2004. The tax character of distributions paid during the fiscal years ended October 31, 2004 and October 31, 2003 was as follows: 10/31/2004 10/31/2003 Distributions paid from: Tax-exempt income $ 45,938,850 $ 44,600,439 --------------- --------------- Total distributions $ 45,938,850 $ 44,600,439 =============== =============== As of October 31, 2004, the components of accumulated losses on a tax basis were as follows: Undistributed tax-exempt income--net $ 12,855,225 Undistributed long-term capital gains--net -- --------------- Total undistributed earnings--net 12,855,225 Capital loss carryforward (63,838,397)* Unrealized gains--net 50,389,482** --------------- Total accumulated losses--net $ (593,690) =============== * On October 31, 2004, the Fund had a net capital loss carryforward of $63,838,397, of which $3,650,202 expires in 2006; $13,147,684 expires in 2007; $40,851,001 expires in 2008; $6,000,235 expires in 2009 and $189,275 expires in 2010. This amount will be available to offset like amounts of any future taxable gains. ** The differences between book-basis and tax-basis net unrealized gains is attributable primarily to the tax deferral of losses on wash sales, the tax deferral of losses on straddles, and the difference between book and tax amortization methods for premiums and discounts on fixed income securities. MUNIYIELD FUND, INC., OCTOBER 31, 2004 Report of Independent Registered Public Accounting Firm To the Shareholders and Board of Directors of MuniYield Fund, Inc.: We have audited the accompanying statement of net assets, including the schedule of investments, of MuniYield Fund, Inc. as of October 31, 2004, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended. These financial statements and financial highlights are the responsibility of the Fund's management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of October 31, 2004, by correspondence with the custodian and brokers; where replies were not received from brokers, we performed other auditing procedures. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of MuniYield Fund, Inc. as of October 31, 2004, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and its financial highlights for each of the five years in the period then ended, in conformity with U.S. generally accepted accounting principles. Deloitte & Touche LLP Princeton, New Jersey December 14, 2004 Important Tax Information (unaudited) All of the net investment income distributions paid by MuniYield Fund, Inc. during the taxable year ended October 31, 2004 qualify as tax-exempt interest dividends for federal income tax purposes. Please retain this information for your records. MUNIYIELD FUND, INC., OCTOBER 31, 2004 Automatic Dividend Reinvestment Plan (unaudited) The following description of the Fund's Automatic Dividend Reinvestment Plan (the "Plan") is sent to you annually as required by federal securities laws. Pursuant to the Fund's Plan, unless a holder of Common Stock otherwise elects, all dividend and capital gains distributions will be automatically reinvested by The Bank of New York (the "Plan Agent"), as agent for shareholders in administering the Plan, in additional shares of Common Stock of the Fund. Holders of Common Stock who elect not to participate in the Plan will receive all distributions in cash paid by check mailed directly to the shareholder of record (or, if the shares are held in street or other nominee name then to such nominee) by The Bank of New York, as dividend paying agent. Such participants may elect not to participate in the Plan and to receive all distributions of dividends and capital gains in cash by sending written instructions to The Bank of New York, as dividend paying agent, at the address set forth below. Participation in the Plan is completely voluntary and may be terminated or resumed at any time without penalty by written notice if received by the Plan Agent not less than ten days prior to any dividend record date; otherwise such termination will be effective with respect to any subsequently declared dividend or distribution. Whenever the Fund declares an income dividend or capital gains distribution (collectively referred to as "dividends") payable either in shares or in cash, non-participants in the Plan will receive cash and participants in the Plan will receive the equivalent in shares of Common Stock. The shares will be acquired by the Plan Agent for the participant's account, depending upon the circumstances described below, either (i) through receipt of additional unissued but authorized shares of Common Stock from the Fund ("newly issued shares") or (ii) by purchase of outstanding shares of Common Stock on the open market ("open-market purchases") on the New York Stock Exchange or elsewhere. If on the payment date for the dividend, the net asset value per share of the Common Stock is equal to or less than the market price per share of the Common Stock plus estimated brokerage commissions (such conditions being referred to herein as "market premium"), the Plan Agent will invest the dividend amount in newly issued shares on behalf of the participant. The number of newly issued shares of Common Stock to be credited to the participant's account will be determined by dividing the dollar amount of the dividend by the net asset value per share on the date the shares are issued, provided that the maximum discount from the then current market price per share on the date of issuance may not exceed 5%. If, on the dividend payment date, the net asset value per share is greater than the market value (such condition being referred to herein as "market discount"), the Plan Agent will invest the dividend amount in shares acquired on behalf of the participant in open-market purchases. In the event of a market discount on the dividend payment date, the Plan Agent will have until the last business day before the next date on which the shares trade on an "ex-dividend" basis or in no event more than 30 days after the dividend payment date (the "last purchase date") to invest the dividend amount in shares acquired in open-market purchases. It is contemplated that the Fund will pay monthly income dividends. Therefore, the period during which open- market purchases can be made will exist only from the payment date on the dividend through the date before the next "ex-dividend" date, which typically will be approximately ten days. If, before the Plan Agent has completed its open-market purchases, the market price of a share of Common Stock exceeds the net asset value per share, the average per share purchase price paid by the Plan Agent may exceed the net asset value of the Fund's shares, resulting in the acquisitions of fewer shares than if the dividend had been paid in newly issued shares on the dividend payment date. Because of the foregoing difficulty with respect to open-market purchases, the Plan provides that if the Plan Agent is unable to invest the full dividend amount in open-market purchases during the purchase period or if the market discount shifts to a market premium during the purchase period, the Plan Agent will cease making open-market purchases and will invest the uninvested portion of the dividend amount in newly issued shares at the close of business on the last purchase date determined by dividing the uninvested portion of the dividend by the net asset value per share. MUNIYIELD FUND, INC., OCTOBER 31, 2004 The Plan Agent maintains all shareholders' accounts in the Plan and furnishes written confirmation of all transactions in the account, including information needed by shareholders for tax records. Shares in the account of each Plan participant will be held by the Plan Agent in non-certificated form in the name of the participant, and each shareholder's proxy will include those shares purchased or received pursuant to the Plan. The Plan Agent will forward all proxy solicitation materials to participants and vote proxies for shares held pursuant to the Plan in accordance with the instructions of the participants. In the case of shareholders such as banks, brokers or nominees which hold shares of others who are the beneficial owners, the Plan Agent will administer the Plan on the basis of the number of shares certified from time to time by the record shareholders as representing the total amount registered in the record shareholder's name and held for the account of beneficial owners who are to participate in the Plan. There will be no brokerage charges with respect to shares issued directly by the Fund as a result of dividends or capital gains distributions payable either in shares or in cash. However, each participant will pay a pro rata share of brokerage commissions incurred with respect to the Plan Agent's open-market purchases in connection with the reinvestment of dividends. The automatic reinvestment of dividends and distributions will not relieve participants of any federal, state or local income tax that may be payable (or required to be withheld) on such dividends. Shareholders participating in the Plan may receive benefits not available to shareholders not participating in the Plan. If the market price plus commissions of the Fund's shares is above the net asset value, participants in the Plan will receive shares of the Fund at less than they could otherwise purchase them and will have shares with a cash value greater than the value of any cash distribution they would have received on their shares. If the market price plus commissions is below the net asset value, participants will receive distributions in shares with a net asset value greater than the value of any cash distribution they would have received on their shares. However, there may be insufficient shares available in the market to make distributions in shares at prices below the net asset value. Also, since the Fund does not redeem shares, the price on resale may be more or less than the net asset value. The value of shares acquired pursuant to the Plan will generally be excluded from gross income to the extent that the cash amount reinvested would be excluded from gross income. If, when the Fund's shares are trading at a premium over net asset value, the Fund issues shares pursuant to the Plan that have a greater fair market value than the amount of cash reinvested, it is possible that all or a portion of such discount (which may not exceed 5% of the fair market value of the Fund's shares) could be viewed as a taxable distribution. If the discount is viewed as a taxable distribution, it is also possible that the taxable character of this discount would be allocable to all the shareholders, including shareholders who do not participate in the Plan. Thus, shareholders who do not participate in the Plan might be required to report as ordinary income a portion of their distributions equal to their allocable share of the discount. Experience under the Plan may indicate that changes are desirable. Accordingly, the Fund reserves the right to amend or terminate the Plan. There is no direct service charge to participants in the Plan; however, the Fund reserves the right to amend the Plan to include a service charge payable by the participants. All correspondence concerning the Plan should be directed to the Plan Agent at The Bank of New York, Church Street Station, P.O. Box 11258, New York, NY 10286-1258, Telephone: 800-432-8224. MUNIYIELD FUND, INC., OCTOBER 31, 2004 Officers and Directors (unaudited) Number of Portfolios in Other Public Position(s) Length of Fund Complex Directorships Held with Time Overseen by Held by Name, Address & Age Fund Served Principal Occupation(s) During Past 5 Years Director Director Interested Director Terry K. Glenn* President 1999 to President of the Merrill Lynch Investment 124 Funds None P.O. Box 9011 and present Managers, L.P. ("MLIM")/Fund Asset 157 Portfolios Princeton, Director Management, L.P. ("FAM")-advised funds NJ 08543-9011 since 1999; Chairman (Americas Region) of Age: 64 MLIM from 2000 to 2002; Executive Vice President of MLIM and FAM (which terms as used herein include their corporate predecessors) from 1983 to 2002; President of FAM Distributors, Inc. ("FAMD") from 1986 to 2002 and Director thereof from 1991 to 2002; Executive Vice President and Director of Princeton Services, Inc. ("Princeton Services") from 1993 to 2002; President of Princeton Administrators, L.P. from 1989 to 2002; Director of Financial Data Services, Inc. since 1985. * Mr. Glenn is a director, trustee or member of an advisory board of certain other investment companies for which MLIM or FAM acts as investment adviser. Mr. Glenn is an "interested person," as described in the Investment Company Act, of the Fund based on his present and former positions with MLIM, FAM, FAMD, Princeton Services and Princeton Administrators, L.P. The Director's term is unlimited. Directors serve until their resignation, removal or death, or until December 31 of the year in which they turn 72. As Fund President, Mr. Glenn serves at the pleasure of the Board of Directors. Independent Directors* James H. Bodurtha Director 1995 to Director, The China Business Group, Inc. 38 Funds None P.O. Box 9095 present since 1996 and Executive Vice President 55 Portfolios Princeton, thereof from 1996 to 2003; Chairman of the NJ 08543-9095 Board, Berkshire Holding Corporation since Age: 60 1980; Partner, Squire, Sanders & Dempsey from 1980 to 1993. Joe Grills Director 2002 to Member of the Committee of Investment of 38 Funds Kimco Realty P.O. Box 9095 present Employee Benefit Assets of the Association 55 Portfolios Corporation Princeton, of Financial Professionals ("CIEBA") since NJ 08543-9095 1986; Member of CIEBA's Executive Committee Age: 69 since 1988 and its Chairman from 1991 to 1992; Assistant Treasurer of International Business Machines Corporation ("IBM") and Chief Investment Officer of IBM Retirement Funds from 1986 to 1993; Member of the Investment Advisory Committee of the State of New York Common Retirement Fund since 1989; Member of the Investment Advisory Committee of the Howard Hughes Medical Institute from 1997 to 2000; Director, Duke University Management Company from 1992 to 2004, Vice Chairman thereof from 1998 to 2004 and Director Emeritus thereof since 2004; Director, LaSalle Street Fund from 1995 to 2001; Director, Kimco Realty Corporation since 1997; Member of the Investment Advisory Committee of the Virginia Retirement System since 1998 and Vice Chairman thereof since 2002; Director, Montpelier Foundation since 1998 and its Vice Chairman since 2000; Member of the Investment Committee of the Woodberry Forest School since 2000; Member of the Investment Committee of the National Trust for Historic Preservation since 2000. MUNIYIELD FUND, INC., OCTOBER 31, 2004 Officers and Directors (unaudited)(continued) Number of Portfolios in Other Public Position(s) Length of Fund Complex Directorships Held with Time Overseen by Held by Name, Address & Age Fund Served Principal Occupation(s) During Past 5 Years Director Director Independent Directors* (concluded) Herbert I. London Director 1991 to John M. Olin Professor of Humanities, New 38 Funds None P.O. Box 9095 present York University since 1993 and Professor 55 Portfolios Princeton, thereof since 1980; President, Hudson NJ 08543-9095 Institute since 1997 and Trustee thereof Age: 65 since 1980; Dean, Gallatin Division of New York University from 1976 to 1993; Distinguished Fellow, Herman Kahn Chair, Hudson Institute from 1984 to 1985; Director, Damon Corp. from 1991 to 1995; Overseer, Center for Naval Analyses from 1983 to 1993. Roberta Cooper Ramo Director 1999 to Shareholder, Modrall, Sperling, Roehl, 38 Funds None P.O. Box 9095 present Harris & Sisk, P.A. since 1993; President, 55 Portfolios Princeton, American Bar Association from 1995 to NJ 08543-9095 1996 and Member of the Board of Governors Age: 62 thereof from 1994 to 1997; Shareholder, Poole, Kelly & Ramo, Attorneys at Law, P.C. from 1977 to 1993; Director, ECMC Group (service provider to students, schools and lenders) since 2001; Director, United New Mexico Bank (now Wells Fargo) from 1983 to 1988; Director, First National Bank of New Mexico (now Wells Fargo) from 1975 to 1976; Vice President, American Law Institute since 2004. Robert S. Salomon, Jr. Director 2002 to Principal of STI Management (investment 38 Funds None P.O. Box 9095 present adviser) since 1994; Chairman and CEO of 55 Portfolios Princeton, Salomon Brothers Asset Management from NJ 08543-9095 1992 to 1995; Chairman of Salomon Brothers Age: 67 equity mutual funds from 1992 to 1995; regular columnist with Forbes Magazine from 1992 to 2002; Director of Stock Research and U.S. Equity Strategist at Salomon Brothers from 1975 to 1991; Trustee, Commonfund from 1980 to 2001. Stephen B. Swensrud Director 2002 to Chairman of Fernwood Advisors, Inc. 39 Funds None P.O. Box 9095 present (investment adviser) since 1996; Principal, 56 Portfolios Princeton, Fernwood Associates (financial consultants) NJ 08543-9095 since 1975; Chairman of R.P.P. Corporation Age: 71 (manufacturing company) since 1978; Director of International Mobile Communications, Incorporated (telecommunications) since 1998. * The Director's term is unlimited. Directors serve until their resignation, removal or death, or until December 31 of the year in which they turn 72. MUNIYIELD FUND, INC., OCTOBER 31, 2004 Officers and Directors (unaudited)(concluded) Position(s) Length of Held with Time Name, Address & Age Fund Served Principal Occupation(s) During Past 5 Years Fund Officers* Donald C. Burke Vice 1993 to First Vice President of MLIM and FAM since 1997 and Treasurer thereof since P.O. Box 9011 President present 1999; Senior Vice President and Treasurer of Princeton Services since 1999 Princeton, and and and Director since 2004; Vice President of FAMD since 1999; Vice President of NJ 08543-9011 Treasurer 1999 to MLIM and FAM from 1990 to 1997; Director of MLIM Taxation since 1990. Age: 44 present Kenneth A. Jacob Senior 2002 to Managing Director of MLIM since 2000; Director (Municipal Tax-Exempt Fund P.O. Box 9011 Vice present Management) of MLIM from 1997 to 2000. Princeton, President NJ 08543-9011 Age: 53 John M. Loffredo Senior 2002 to Managing Director of MLIM since 2000; Director (Municipal Tax-Exempt Fund P.O. Box 9011 Vice present Management) of MLIM from 1998 to 2000. Princeton, President NJ 08543-9011 Age: 40 Theodore R. Jaeckel, Jr. Vice 2004 to Director (Municipal Tax-Exempt Fund Management) of MLIM since 2000; Vice P.O. Box 9011 President present President of MLIM from 1994 to 2000. Princeton, NJ 08543-9011 Age: 45 Jeffrey Hiller Chief 2004 to Chief Compliance Officer of the MLIM/FAM-advised funds and First Vice P.O. Box 9011 Compliance present President and Chief Compliance Officer of MLIM since 2004; Global Director Princeton, Officer of Compliance at Morgan Stanley Investment Management from 2002 to 2004; NJ 08543-9011 Managing Director and Global Director of Compliance at Citigroup Asset Age: 53 Management from 2000 to 2002; Chief Compliance Officer at Soros Fund Management in 2000; Chief Compliance Officer at Prudential Financial from 1995 to 2000. Alice A. Pellegrino Secretary 2004 to Director (Legal Advisory) of MLIM since 2002; Vice President of MLIM from P.O. Box 9011 present 1999 to 2002; Attorney associated with MLIM since 1997. Princeton, NJ 08543-9011 Age: 44 * Officers of the Fund serve at the pleasure of the Board of Directors. Custodian The Bank of New York 100 Church Street New York, NY 10286 Transfer Agents Common Stock: The Bank of New York 101 Barclay Street--11 East New York, NY 10286 Preferred Stock: The Bank of New York 101 Barclay Street--7 West New York, NY 10286 NYSE Symbol MYD Andre F. Perold resigned as a Director of the Fund effective October 22, 2004. MUNIYIELD FUND, INC., OCTOBER 31, 2004 Availability of Quarterly Schedule of Investments The Fund files its complete schedule of portfolio holdings with the Securities and Exchange Commission ("SEC") for the first and third quarters of each fiscal year on Form N-Q. The Fund's Forms N-Q are available on the SEC's Web site at http://www.sec.gov. The Fund's Forms N-Q may also be reviewed and copied at the SEC's Public Reference Room in Washington, DC. Information on the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330. Dividend Policy The Fund's dividend policy is to distribute all or a portion of its net investment income to its shareholders on a monthly basis. In order to provide shareholders with a more stable level of dividend distributions, the Fund may at times pay out less than the entire amount of net investment income earned in any particular month and may at times in any particular month pay out such accumulated but undistributed income in addition to net investment income earned in that month. As a result, the dividends paid by the Fund for any particular month may be more or less than the amount of net investment income earned by the Fund during such month. The Fund's current accumulated but undistributed net investment income, if any, is disclosed in the Statement of Net Assets, which comprises part of the financial information included in this report. Electronic Delivery The Fund offers electronic delivery of communications to its shareholders. In order to receive this service, you must register your account and provide us with e-mail information. To sign up for this service, simply access this Web site http://www.icsdelivery.com/live and follow the instructions. When you visit this site, you will obtain a personal identification number (PIN). You will need this PIN should you wish to update your e-mail address, choose to discontinue this service and/or make any other changes to the service. This service is not available for certain retirement accounts at this time. MUNIYIELD FUND, INC., OCTOBER 31, 2004 Item 2 - Code of Ethics - The registrant has adopted a code of ethics, as of the end of the period covered by this report, that applies to the registrant's principal executive officer, principal financial officer and principal accounting officer, or persons performing similar functions. A copy of the code of ethics is available without charge upon request by calling toll-free 1-800-MER-FUND (1-800-637-3863). Item 3 - Audit Committee Financial Expert - The registrant's board of directors has determined that (i) the registrant has the following audit committee financial experts serving on its audit committee and (ii) each audit committee financial expert is independent: (1) Joe Grills, (2) Andre F. Perold (resigned as of October 1, 2004), (3) Robert S. Salomon, Jr., and (4) Stephen B. Swensrud. Item 4 - Principal Accountant Fees and Services (a) Audit Fees - Fiscal Year Ending October 31, 2004 - $30,000 Fiscal Year Ending October 31, 2003 - $26,000 (b) Audit-Related Fees - Fiscal Year Ending October 31, 2004 - $3,000 Fiscal Year Ending October 31, 2003 - $5,600 The nature of the services include assurance and related services reasonably related to the performance of the audit of financial statements not included in Audit Fees. (c) Tax Fees - Fiscal Year Ending October 31, 2004 - $5,610 Fiscal Year Ending October 31, 2003 - $4,800 The nature of the services include tax compliance, tax advice and tax planning. (d) All Other Fees - Fiscal Year Ending October 31, 2004 - $0 Fiscal Year Ending October 31, 2003 - $0 (e)(1) The registrant's audit committee (the "Committee") has adopted policies and procedures with regard to the pre-approval of services. Audit, audit-related and tax compliance services provided to the registrant on an annual basis require specific pre-approval by the Committee. The Committee also must approve other non-audit services provided to the registrant and those non-audit services provided to the registrant's affiliated service providers that relate directly to the operations and the financial reporting of the registrant. Certain of these non-audit services that the Committee believes are a) consistent with the SEC's auditor independence rules and b) routine and recurring services that will not impair the independence of the independent accountants may be approved by the Committee without consideration on a specific case-by-case basis ("general pre-approval"). However, such services will only be deemed pre-approved provided that any individual project does not exceed $5,000 attributable to the registrant or $50,000 for all of the registrants the Committee oversees. Any proposed services exceeding the pre-approved cost levels will require specific pre- approval by the Committee, as will any other services not subject to general pre-approval (e.g., unanticipated but permissible services). The Committee is informed of each service approved subject to general pre-approval at the next regularly scheduled in-person board meeting. (e)(2) 0% (f) Not Applicable (g) Fiscal Year Ending October 31, 2004 - $13,270,096 Fiscal Year Ending October 31, 2003 - $18,737,552 (h) The registrant's audit committee has considered and determined that the provision of non-audit services that were rendered to the registrant's investment adviser and any entity controlling, controlled by, or under common control with the investment adviser that provides ongoing services to the registrant that were not pre- approved pursuant to paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X is compatible with maintaining the principal accountant's independence. Regulation S-X Rule 2-01(c)(7)(ii) - $945,000, 0% Item 5 - Audit Committee of Listed Registrants - The following individuals are members of the registrant's separately-designated standing audit committee established in accordance with Section 3(a)(58)(A) of the Exchange Act (15 U.S.C. 78c(a)(58)(A)): James H. Bodurtha Joe Grills Herbert I. London Andre F. Perold (resigned as of October 1, 2004) Roberta Cooper Ramo Robert S. Solomon, Jr. Stephen B. Swensrud Item 6 - Schedule of Investments - Not Applicable Item 7 - Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies - Proxy Voting Policies and Procedures Each Fund's Board of Directors/Trustees has delegated to Merrill Lynch Investment Managers, L.P. and/or Fund Asset Management, L.P. (the "Investment Adviser") authority to vote all proxies relating to the Fund's portfolio securities. The Investment Adviser has adopted policies and procedures ("Proxy Voting Procedures") with respect to the voting of proxies related to the portfolio securities held in the account of one or more of its clients, including a Fund. Pursuant to these Proxy Voting Procedures, the Investment Adviser's primary objective when voting proxies is to make proxy voting decisions solely in the best interests of each Fund and its shareholders, and to act in a manner that the Investment Adviser believes is most likely to enhance the economic value of the securities held by the Fund. The Proxy Voting Procedures are designed to ensure that that the Investment Adviser considers the interests of its clients, including the Funds, and not the interests of the Investment Adviser, when voting proxies and that real (or perceived) material conflicts that may arise between the Investment Adviser's interest and those of the Investment Adviser's clients are properly addressed and resolved. In order to implement the Proxy Voting Procedures, the Investment Adviser has formed a Proxy Voting Committee (the "Committee"). The Committee is comprised of the Investment Adviser's Chief Investment Officer (the "CIO"), one or more other senior investment professionals appointed by the CIO, portfolio managers and investment analysts appointed by the CIO and any other personnel the CIO deems appropriate. The Committee will also include two non- voting representatives from the Investment Adviser's Legal department appointed by the Investment Adviser's General Counsel. The Committee's membership shall be limited to full-time employees of the Investment Adviser. No person with any investment banking, trading, retail brokerage or research responsibilities for the Investment Adviser's affiliates may serve as a member of the Committee or participate in its decision making (except to the extent such person is asked by the Committee to present information to the Committee, on the same basis as other interested knowledgeable parties not affiliated with the Investment Adviser might be asked to do so). The Committee determines how to vote the proxies of all clients, including a Fund, that have delegated proxy voting authority to the Investment Adviser and seeks to ensure that all votes are consistent with the best interests of those clients and are free from unwarranted and inappropriate influences. The Committee establishes general proxy voting policies for the Investment Adviser and is responsible for determining how those policies are applied to specific proxy votes, in light of each issuer's unique structure, management, strategic options and, in certain circumstances, probable economic and other anticipated consequences of alternate actions. In so doing, the Committee may determine to vote a particular proxy in a manner contrary to its generally stated policies. In addition, the Committee will be responsible for ensuring that all reporting and recordkeeping requirements related to proxy voting are fulfilled. The Committee may determine that the subject matter of a recurring proxy issue is not suitable for general voting policies and requires a case-by-case determination. In such cases, the Committee may elect not to adopt a specific voting policy applicable to that issue. The Investment Adviser believes that certain proxy voting issues require investment analysis - such as approval of mergers and other significant corporate transactions - akin to investment decisions, and are, therefore, not suitable for general guidelines. The Committee may elect to adopt a common position for the Investment Adviser on certain proxy votes that are akin to investment decisions, or determine to permit the portfolio manager to make individual decisions on how best to maximize economic value for a Fund (similar to normal buy/sell investment decisions made by such portfolio managers). While it is expected that the Investment Adviser will generally seek to vote proxies over which the Investment Adviser exercises voting authority in a uniform manner for all the Investment Adviser's clients, the Committee, in conjunction with a Fund's portfolio manager, may determine that the Fund's specific circumstances require that its proxies be voted differently. To assist the Investment Adviser in voting proxies, the Committee has retained Institutional Shareholder Services ("ISS"). ISS is an independent adviser that specializes in providing a variety of fiduciary-level proxy-related services to institutional investment managers, plan sponsors, custodians, consultants, and other institutional investors. The services provided to the Investment Adviser by ISS include in-depth research, voting recommendations (although the Investment Adviser is not obligated to follow such recommendations), vote execution, and recordkeeping. ISS will also assist the Fund in fulfilling its reporting and recordkeeping obligations under the Investment Company Act. The Investment Adviser's Proxy Voting Procedures also address special circumstances that can arise in connection with proxy voting. For instance, under the Proxy Voting Procedures, the Investment Adviser generally will not seek to vote proxies related to portfolio securities that are on loan, although it may do so under certain circumstances. In addition, the Investment Adviser will vote proxies related to securities of foreign issuers only on a best efforts basis and may elect not to vote at all in certain countries where the Committee determines that the costs associated with voting generally outweigh the benefits. The Committee may at any time override these general policies if it determines that such action is in the best interests of a Fund. From time to time, the Investment Adviser may be required to vote proxies in respect of an issuer where an affiliate of the Investment Adviser (each, an "Affiliate"), or a money management or other client of the Investment Adviser (each, a "Client") is involved. The Proxy Voting Procedures and the Investment Adviser's adherence to those procedures are designed to address such conflicts of interest. The Committee intends to strictly adhere to the Proxy Voting Procedures in all proxy matters, including matters involving Affiliates and Clients. If, however, an issue representing a non- routine matter that is material to an Affiliate or a widely known Client is involved such that the Committee does not reasonably believe it is able to follow its guidelines (or if the particular proxy matter is not addressed by the guidelines) and vote impartially, the Committee may, in its discretion for the purposes of ensuring that an independent determination is reached, retain an independent fiduciary to advise the Committee on how to vote or to cast votes on behalf of the Investment Adviser's clients. In the event that the Committee determines not to retain an independent fiduciary, or it does not follow the advice of such an independent fiduciary, the powers of the Committee shall pass to a subcommittee, appointed by the CIO (with advice from the Secretary of the Committee), consisting solely of Committee members selected by the CIO. The CIO shall appoint to the subcommittee, where appropriate, only persons whose job responsibilities do not include contact with the Client and whose job evaluations would not be affected by the Investment Adviser's relationship with the Client (or failure to retain such relationship). The subcommittee shall determine whether and how to vote all proxies on behalf of the Investment Adviser's clients or, if the proxy matter is, in their judgment, akin to an investment decision, to defer to the applicable portfolio managers, provided that, if the subcommittee determines to alter the Investment Adviser's normal voting guidelines or, on matters where the Investment Adviser's policy is case-by-case, does not follow the voting recommendation of any proxy voting service or other independent fiduciary that may be retained to provide research or advice to the Investment Adviser on that matter, no proxies relating to the Client may be voted unless the Secretary, or in the Secretary's absence, the Assistant Secretary of the Committee concurs that the subcommittee's determination is consistent with the Investment Adviser's fiduciary duties In addition to the general principles outlined above, the Investment Adviser has adopted voting guidelines with respect to certain recurring proxy issues that are not expected to involve unusual circumstances. These policies are guidelines only, and the Investment Adviser may elect to vote differently from the recommendation set forth in a voting guideline if the Committee determines that it is in a Fund's best interest to do so. In addition, the guidelines may be reviewed at any time upon the request of a Committee member and may be amended or deleted upon the vote of a majority of Committee members present at a Committee meeting at which there is a quorum. The Investment Adviser has adopted specific voting guidelines with respect to the following proxy issues: * Proposals related to the composition of the Board of Directors of issuers other than investment companies. As a general matter, the Committee believes that a company's Board of Directors (rather than shareholders) is most likely to have access to important, nonpublic information regarding a company's business and prospects, and is therefore best-positioned to set corporate policy and oversee management. The Committee, therefore, believes that the foundation of good corporate governance is the election of qualified, independent corporate directors who are likely to diligently represent the interests of shareholders and oversee management of the corporation in a manner that will seek to maximize shareholder value over time. In individual cases, the Committee may look at a nominee's history of representing shareholder interests as a director of other companies or other factors, to the extent the Committee deems relevant. * Proposals related to the selection of an issuer's independent auditors. As a general matter, the Committee believes that corporate auditors have a responsibility to represent the interests of shareholders and provide an independent view on the propriety of financial reporting decisions of corporate management. While the Committee will generally defer to a corporation's choice of auditor, in individual cases, the Committee may look at an auditors' history of representing shareholder interests as auditor of other companies, to the extent the Committee deems relevant. * Proposals related to management compensation and employee benefits. As a general matter, the Committee favors disclosure of an issuer's compensation and benefit policies and opposes excessive compensation, but believes that compensation matters are normally best determined by an issuer's board of directors, rather than shareholders. Proposals to "micro-manage" an issuer's compensation practices or to set arbitrary restrictions on compensation or benefits will, therefore, generally not be supported. * Proposals related to requests, principally from management, for approval of amendments that would alter an issuer's capital structure. As a general matter, the Committee will support requests that enhance the rights of common shareholders and oppose requests that appear to be unreasonably dilutive. * Proposals related to requests for approval of amendments to an issuer's charter or by-laws. As a general matter, the Committee opposes poison pill provisions. * Routine proposals related to requests regarding the formalities of corporate meetings. * Proposals related to proxy issues associated solely with holdings of investment company shares. As with other types of companies, the Committee believes that a fund's Board of Directors (rather than its shareholders) is best-positioned to set fund policy and oversee management. However, the Committee opposes granting Boards of Directors authority over certain matters, such as changes to a fund's investment objective, that the Investment Company Act envisions will be approved directly by shareholders. * Proposals related to limiting corporate conduct in some manner that relates to the shareholder's environmental or social concerns. The Committee generally believes that annual shareholder meetings are inappropriate forums for discussion of larger social issues, and opposes shareholder resolutions "micromanaging" corporate conduct or requesting release of information that would not help a shareholder evaluate an investment in the corporation as an economic matter. While the Committee is generally supportive of proposals to require corporate disclosure of matters that seem relevant and material to the economic interests of shareholders, the Committee is generally not supportive of proposals to require disclosure of corporate matters for other purposes. Item 8 - Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers - Not Applicable Item 9 - Submission of Matters to a Vote of Security Holders - Not Applicable Item 10 - Controls and Procedures 10(a) - The registrant's certifying officers have reasonably designed such disclosure controls and procedures to ensure material information relating to the registrant is made known to us by others particularly during the period in which this report is being prepared. The registrant's certifying officers have determined that the registrant's disclosure controls and procedures are effective based on our evaluation of these controls and procedures as of a date within 90 days prior to the filing date of this report. 10(b) - There were no changes in the registrant's internal control over financial reporting (as defined in Rule 30a-3(d) under the Act (17 CFR 270.30a-3(d)) that occurred during the second fiscal half- year of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting. Item 11 - Exhibits attached hereto 11(a)(1) - Code of Ethics - See Item 2 11(a)(2) - Certifications - Attached hereto 11(a)(3) - Not Applicable 11(b) - Certifications - Attached hereto Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. MuniYield Fund, Inc. By: _/s/ Terry K. Glenn_______ Terry K. Glenn, President of MuniYield Fund, Inc. Date: December 13, 2004 Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. By: _/s/ Terry K. Glenn________ Terry K. Glenn, President of MuniYield Fund, Inc. Date: December 13, 2004 By: _/s/ Donald C. Burke________ Donald C. Burke, Chief Financial Officer of MuniYield Fund, Inc. Date: December 13, 2004