MERRILL LYNCH SENIOR FLOATING RATE FUND II INC
497, 1999-07-12
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               MERRILL LYNCH SENIOR FLOATING RATE FUND II, INC.

                   PROSPECTUS SUPPLEMENT DATED JULY 12, 1999

         The second paragraph under "Net Asset Value" is revised as follows:

         The Corporate Loans in which the Fund invests are not listed on any
securities exchange. Rather, Corporate Loans are traded by institutional
traders in the secondary market for corporate loan obligations that has
developed over the past several years. In determining net asset value, the Fund
utilizes the valuations of Corporate Loans furnished by a pricing service
approved by the Board of Directors. The pricing service typically values
Corporate Loans at the mean of the bid and ask prices when quotations are
readily available. Corporate Loans for which quotations are not readily
available are valued at fair market value on a consistent basis as determined
by the pricing service using pricing matrices to determine valuations. The
procedures of the pricing service and its evaluations are reviewed by the
officers of the Fund under the general supervision of the Board of Directors.
The Board of Directors has determined in good faith that the use of a pricing
service is a fair method of determining the valuation of Corporate Loans.

Code #10956-0399 ALL-2



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