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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 25, 1994
SECURITIES ACT FILE NO. 33-42932
INVESTMENT COMPANY ACT FILE NO. 811-5870
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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
ONE WORLD TRADE CENTER BOX 9011
NEW YORK, NEW YORK 10048-0557 PRINCETON, N.J. 08543-9011
MARCH 21, 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 March 21,
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
April 15, 1994 (the "Expiration Date"). Pursuant to the Offer,
3,232,352.828 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 $32,388,175.34.
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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.
April 22, 1994 By /s/ Terry K. Glenn
________________________________
(Terry K. Glenn,
Executive Vice President)
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