<PAGE> 1
MERRILL LYNCH SENIOR FLOATING RATE FUND II, INC.
SUPPLEMENT DATED APRIL 29, 1999 TO PROSPECTUS DATED MARCH 22, 1999
The following new section should appear on page 33 of the Prospectus
immediately preceding the section captioned "Portfolio Transactions."
SHAREHOLDER SERVICES
The Fund offers a number of shareholder services and investment plans
designed to facilitate investment in shares of the Fund. Full details as to each
of such services, copies of the various plans described below and instructions
as to how to participate in the various services or plans, or how to change
options with respect thereto, can be obtained from the Fund, by calling Merrill
Lynch at 1-800-MER-FUND. Certain of these services are only available to U.S.
investors. Included in the Fund's shareholder services are the following:
INVESTMENT ACCOUNT
Each shareholder whose account is maintained at the Transfer Agent has an
Investment Account and will receive statements, at least quarterly, from the
Transfer Agent. These statements will serve as transaction confirmations for
automatic investment purchases and the reinvestment of ordinary income dividends
and long-term capital gain distributions. The statements also will show any
other activity in the account since the previous statement. Shareholders will
receive separate confirmations for each purchase or sale transaction other than
automatic investment purchases and the reinvestment of ordinary income dividends
and long-term capital gains distributions. A shareholder may make additions to
his or her Investment Account at any time by mailing a check directly to the
Transfer Agent. Shareholders also may maintain their accounts through Merrill
Lynch. Upon the transfer of shares out of a Merrill Lynch brokerage account, an
Investment Account in the transferring shareholder's name may be opened
automatically, without charge, at the Transfer Agent.
Shareholders considering transferring their shares from Merrill Lynch to
another brokerage firm or financial institution should be aware that, if the
firm to which the shares are to be transferred will not take delivery of shares
of the Fund, a shareholder either must tender the shares for repurchase by the
Fund at the next periodic tender offer conducted by the Fund (paying any
applicable early withdrawal charge) so that the cash proceeds can be transferred
to the account at the new firm or such shareholder must continue to maintain an
Investment Account at the Transfer Agent for those shares. Shareholders
considering transferring a tax-deferred account such as an IRA from Merrill
Lynch to another brokerage firm or financial institution should be aware that,
if the firm to which the retirement account is to be transferred will not take
delivery of shares of the Fund, a shareholder either must tender the shares for
repurchase by the Fund at the next periodic tender offer conducted by the Fund
(paying any applicable early withdrawal charge) so that the cash proceeds can be
<PAGE> 2
transferred to the account at the new firm, or such shareholder must continue to
maintain a retirement account at Merrill Lynch for those shares.
INVESTMENT OPTION
Shareholders have an investment option consisting of the right to reinvest
the net proceeds from a sale of shares (the "Original Shares") in a tender offer
by the Fund in Class C initial sales charge shares of certain Merrill
Lynch-sponsored open-end funds ("Eligible Class C Shares") at their net asset
value, without the imposition of the initial sales charge, if the conditions set
forth below are satisfied. First, net proceeds from the sale of the Original
Shares in the tender offer must be immediately reinvested in Eligible Class C
Shares. Second, the investment option is available only with respect to the
proceeds of shares as to which no early withdrawal charge is applicable. Before
taking advantage of this investment option, shareholders should obtain a
currently effective prospectus of the fund in which they intend to invest and
should consult their Merrill Lynch Financial Consultant.
AUTOMATIC REINVESTMENT OF DIVIDENDS AND CAPITAL GAINS DISTRIBUTIONS
All dividends and capital gains distributions are reinvested automatically
in full and fractional shares of the Fund at the net asset value per share next
determined on the payable date of such dividend or distribution. A shareholder
may at any time, by request to his Merrill Lynch Financial Consultant or by
written notification to Merrill Lynch if the shareholder's account is maintained
with Merrill Lynch or by written notification or by telephone (1-800-MER-FUND)
to the Transfer Agent if the shareholder's account is maintained with the
Transfer Agent, elect to have subsequent dividends or capital gains
distributions, or both, paid in cash, rather than reinvested, in which event
payment will be mailed on or about the payment date (provided that, in the event
that a payment on an account maintained at the Transfer Agent would amount to
$10 or less, a shareholder will not receive such payment in cash and such
payment will be automatically reinvested in additional shares). Cash payments
can also be directly deposited to the shareholder's bank account. No early
withdrawal charge will be imposed upon redemption of shares issued as a result
of the automatic reinvestment of dividends or capital gains distributions. The
Fund is not responsible for any failure of delivery to the shareholder's address
of record and no interest will accrue on amounts represented by uncashed
distribution or redemption checks.
The automatic reinvestment of dividends and distributions does not relieve
participants of any Federal income tax that may be payable (or required to be
withheld) on such dividends or distributions. See "Taxes."
<PAGE> 3
AUTOMATIC INVESTMENT PLANS
Regular additions of shares may be made to an Investor's Investment Account
by prearranged charges of $50 or more to his or her regular bank account.
Investors who maintain a CMA(R) or CBA(R) account may arrange to have periodic
investments made in the Fund in their CMA(R) or CBA(R) accounts or in certain
related accounts in amounts of $100 or more ($1 for retirement plans) through
the CMA(R) or CBA(R) Automated Investment Program.
