MERRILL LYNCH SENIOR FLOATING RATE FUND
SC 13E4/A, 1994-07-29
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    AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 28, 1994
                                          SECURITIES ACT FILE NO. 33-42932
                                   INVESTMENT COMPANY ACT FILE NO. 811-5870
                                                                           

                      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

                MERRILL LYNCH SENIOR FLOATING RATE FUND, INC.
                               (NAME OF ISSUER)

                MERRILL LYNCH SENIOR FLOATING RATE FUND, INC.
                     (NAME OF PERSON(S) FILING STATEMENT)

              SHARES OF COMMON STOCK, PAR VALUE $0.10 PER SHARE
                        (TITLE OF CLASS OF SECURITIES)

                                 59019R 10 5
                    (CUSIP NUMBER OF CLASS OF SECURITIES)

                                ARTHUR ZEIKEL
                MERRILL LYNCH SENIOR FLOATING RATE FUND, INC.
                            800 SCUDDERS MILL ROAD
                        PLAINSBORO, NEW JERSEY  08536
                                (609) 282-2800
         (NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO
 RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF PERSON(S) FILING STATEMENT)

                                  COPIES TO:


THOMAS R. SMITH, JR., ESQ.                   PHILIP L. KIRSTEIN, ESQ.
BROWN & WOOD                            MERRILL LYNCH ASSET MANAGEMENT, INC.
ONE WORLD TRADE CENTER                       BOX 9011
NEW YORK, NEW YORK  10048-0557               PRINCETON, N.J.  08543-9011

                                JUNE 17, 1994
                      (DATE TENDER OFFER FIRST PUBLISHED
                      SENT OR GIVEN TO SECURITY HOLDERS)



                                                                            



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     This Amendment No.  1 to the Issuer  Tender Offer Statement on  Schedule
13E-4 of Merrill Lynch Senior Floating Rate Fund, Inc.  (the "Fund") relating
to an  offer to  purchase (the "Offer")  10,000,000 of  the Fund's  shares of
common stock, par value $0.10  per share (the "Shares") and  originally filed
with the Securities and  Exchange Commission on June 16, 1994 constitutes the
final  amendment pursuant to  Rule 13e-4(c)(3) under  the Securities Exchange
Act of 1934 and General Instruction D of Schedule 13E-4.



     The Offer terminated at 12:00 midnight, New York time, on
July 15, 1994  (the "Expiration Date").  Pursuant to the Offer, 2,196,801.039
Shares were tendered, all of which  were accepted by the Fund for  repurchase
at a net  asset value of $10.02 per  share, as determined as of  the close of
the New York Stock Exchange on the Expiration Date, for an aggregate purchase
price of $22,011,946.41.




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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.


                              MERRILL LYNCH SENIOR FLOATING RATE FUND, INC.



July 28, 1994                      By   /s/ Terry K. Glenn                
                                      ------------------------------------
                                   (Terry K. Glenn,
                                         Executive Vice President)
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