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CUSIP NO. 23280Q105 Page 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 1 to
SCHEDULE 13D
Under the Securities Exchange Act of 1934
CYPRESSTREE SENIOR FLOATING RATE FUND, INC.
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
23280Q105
(CUSIP Number)
Walter L. Downey
135 Bellevue St.
W. Roxbury, MA 02132
Tel: 617-325-8425
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
Not Applicable
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box:
___________.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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SCHEDULE 13D
CUSIP NO. 23280Q105 Page 2
1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Walter Downey
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_]
(b) [_]
3. SEC USE ONLY
4. SOURCE OF FUNDS
PF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS [_]
IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
6. CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7. SOLE VOTING POWER 20,000 shares
8. SHARED VOTING POWER 0
9. SOLE DISPOSITIVE POWER 20,000 shares
10. SHARED DISPOSITIVE POWER 0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
20,000 shares
12. CHECK BOX IS THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[_]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2%
14. TYPE OF REPORTING PERSON IN
This Amendment No. 1 to Schedule 13D is filed solely for the purpose of
reporting that the reporting person's ownership of common stock of CypressTree
Senior Floating Rate Fund, Inc., has fallen below five percent as the result of
the Fund's issuance of additional shares of common stock, and that his
obligation to file Schedule D is therefore terminated.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
February 9, 1999
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Date Walter L. Downey
