MERCURY SENIOR FLOATING RATE FUND INC
N-2/A, EX-99.(A)(2), 2000-10-06
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                                                                  Exhibit (a)(2)

                   MERCURY SENIOR FLOATING RATE FUND II, INC.
                          ARTICLES OF AMENDMENT TO THE
                            ARTICLES OF INCORPORATION

      MERCURY SENIOR FLOATING RATE FUND II, INC., a Maryland corporation (the
"Corporation"), does hereby certify to the State Department of Assessments and
Taxation of Maryland that:

      FIRST: The charter of the Corporation is hereby amended by deleting
Article I thereof in its entirety and inserting the following in lieu thereof:

                                   "ARTICLE I.
                                      NAME

      The name of the corporation is MERCURY SENIOR FLOATING RATE FUND, INC.
(the "Corporation")."

      SECOND: Pursuant to Section 2-607 of the Maryland General Corporation Law,
these Articles of Amendment amend the provisions of the Articles of
Incorporation of the Corporation.

      THIRD: These Articles of Amendment have been approved by a majority of the
entire Board of Directors of the Corporation, there being no stock outstanding
or subscribed for at the time of approval.

      FOURTH: The authorized capital stock of the Corporation has not been
increased by these Articles of Amendment.

      FIFTH: Except as amended hereby, the Corporation's charter shall remain in
full force and effect.
<PAGE>

      The undersigned President acknowledges these Articles of Amendment to be
the corporate act of the Corporation and as to all matters or facts required to
be verified under oath, the undersigned President acknowledges that to the best
of his knowledge, information and belief, the matters and facts set forth in
these Articles of Amendment with respect to the authorization and approval of
the amendment of the Corporation's charter are true in all material respects,
and that this statement is made under the penalties of perjury.
<PAGE>

      IN WITNESS WHEREOF, MERCURY SENIOR FLOATING RATE FUND II FUND, INC. has
caused these Articles of Amendment to be signed in its name and on its behalf by
its President and attested to by its Secretary as of the 7th day of September,
2000.

                                      Mercury Senior Floating Rate Fund II, Inc.
                                      (a Maryland corporation)

                                      By: /s/ Terry K. Glenn
                                         ---------------------------------------
                                               Terry K. Glenn, President

ATTEST:

/s/ Bradley J. Lucido
-----------------------------
Bradley J. Lucido, Secretary



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