VAN KAMPEN SENIOR FLOATING RATE FUND
SC 13E4/A, 1999-06-04
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                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

                                SCHEDULE 13E-4

                        ISSUER TENDER OFFER STATEMENT
   (Pursuant to Section 13 (e) (1) of the Securities Exchange Act of 1934)

                              (Amendment No. 1)

                      VAN KAMPEN SENIOR FLOATING RATE FUND
                               (Name of Issuer)

                      VAN KAMPEN SENIOR FLOATING RATE FUND
                     (Name of Person(s) Filing Statement)

        Common Shares of Beneficial Interest, Par Value $0.01 per Share
                        (Title of Class of Securities)

                                  920960-101
                    (CUSIP Number of Class of Securities)

                           A. Thomas Smith III, Esq.
                           Executive Vice President,
                        General Counsel and Secretary
                         Van Kampen Investments Inc.
                               1 Parkview Plaza
                                 P.O. Box 5555
                    Oakbrook Terrace, Illinois 60181-5555
                                (630) 684-6000
                                (800) 421-5666
           (Name, Address and Telephone Number of Person Authorized
         to Receive Notices and Communications on Behalf of Person(s)
                              Filing Statement)

                                   Copies to:

                             Wayne W. Whalen, Esq
                             Thomas A. Hale, Esq
               Skadden, Arps, Slate, Meagher & Flom (Illinois)
                            333 West Wacker Drive
                           Chicago, Illinois 60606
                                (312) 407-0700



                                 April 23, 1999
                     (Date Tender Offer First Published,
                      Sent or Given to Security Holders)






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        This Amendment No. 1 to the Issuer's Tender Offer Statement on Schedule
13E-4 filed with the Securities and Exchange Commission on April 23, 1999 by
Van Kampen Senior Floating Rate Fund (the "Fund"), with respect to the tender
offer to purchase 7,473,013 of the Fund's outstanding common shares of
beneficial interest, par value $0.01 per share, amends such statement on
Schedule 13E-4 to add the following supplemental information: the number of
common shares of beneficial interest of the Fund validly tendered through the
expiration date and not withdrawn was 6,342,941.  All 6,342,941 such shares
were purchased in their entirety at the price of $10.12 per share, the net
asset value at the time the offer expired.  Payment for the shares was mailed
prior to the date hereof. The Schedule 13E-4 is hereby terminated.


Item 9. Material to Be Filed as Exhibits.

        The following material is hereby filed as an additional Exhibit to the
     Schedule 13E-4:


        (a) (6)  -  Text of Completion Press Release dated
                    June 4, 1999







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                                  SIGNATURE

        After due 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.



                               VAN KAMPEN
                               SENIOR FLOATING RATE FUND



Dated: June 4, 1999               /s/ Dennis J. McDonnell
                                   Dennis J. McDonnell
                                   President, Chairman of the Board
                                     and Trustee







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                                EXHIBIT INDEX


Exhibit         Description
                                                                *
(a) (1) (i)     Advertisement printed in The Wall Street Journal


(a) (1) (ii)    Offer to Purchase (including Financial Statements)*

(a) (2)         Form of Letter of Transmittal (including Guidelines for
                                                           *
                Certification of Tax Identification Number)

(a) (3) (i)     Form of Letter to Brokers, Dealers, Commercial Banks, Trust
                                            *
                Companies and Other Nominees

(a) (3) (ii)    Form of Letter to Clients of Brokers, Dealers, Commercial
                                                         *
                Banks, Trust Companies and Other Nominees

                                                       *
(a) (3) (iii)   Form of Letter to Selling Group Members

                                         *
(a) (3) (iv)    Form of Operations Notice

(a) (4)         Form of Letter to Shareholders who have requested Offer to
                        *
                Purchase
                                                                    *
(a) (5)         Text of Initial Press Release Dated April 23, 1999

(a) (6)         Text of Completion Press Release Dated June 4, 1999

(c) (1)         Investment Advisory Agreement*

                                        *
(c) (2)         Administration Agreement

                                  *
(c) (3)         Offering Agreement

(c) (4)         Service Plan*

*  Previously filed.


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                               EXHIBIT (a) (6)

                    Text of Press Release Dated June 4, 1999


FOR IMMEDIATE RELEASE                           CONTACT: Nicholas Dalmaso
                                                         (630) 684-6774


                      VAN KAMPEN SENIOR FLOATING RATE FUND
                 COMPLETES TENDER OFFER FOR ITS COMMON SHARES


        OAKBROOK TERRACE, IL, June 4, 1999 -- Van Kampen Senior Floating
Rate Fund announced today the final results of its tender offer for
approximately seven percent of its outstanding common shares of beneficial
interest.  The offer expired at 12:00 Midnight, Eastern Standard Time, on
May 21, 1999.

        The Fund said that 6,342,941 common shares, or approximately five
percent of the Fund's common shares outstanding as of the expiration of the
tender offer, were validly tendered through the stated expiration date.  All
6,342,941 common shares tendered were purchased at a price of $10.12 per common
share, the net asset value at the time the offer expired.  Payment for the
shares purchased was mailed prior to the date hereof.

        As indicated in the Fund's current prospectus, the Board of Trustees
of the Fund currently intends, each quarter, to consider authorizing the Fund
to make a tender offer for its common shares in order to attempt to provide
liquidity to its investors.

        The Fund commenced operations on March 27, 1998 and had net
assets of approximately $1,228,179,348 as of May 21, 1999.

        Van Kampen Senior Floating Rate Fund is advised and distributed by
subsidiaries of Van Kampen Investments Inc.("Van Kampen"), a diversified asset
management company with more than two million retail investor accounts,
extensive capabilities for managing institutional portfolios, and more
than $75 billion under management or supervision.  Van Kampen's more than 50
open-end and 39 closed-end funds and more than 2,500 unit investment trusts are
professionally distributed by leading financial advisers nationwide. Van Kampen
is an indirect wholly owned subsidiary of Morgan Stanley Dean Witter & Co.









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