MERRILL LYNCH SR FLOAT RATE FD
SC 13E4/A, 1995-10-25
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   As filed with the Securities and Exchange Commission on October 25, 1995
                                          Securities Act File No. 33-56391
                                   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, L.P.
One World Trade Center                P.O. Box 9011
New York, New York  10048-0557        Princeton, New Jersey 08543-9011


                              September 19, 1995
                      (Date Tender Offer First Published
                      Sent or Given to Security Holders)

                                                                           



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<PAGE>
     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") 7,500,000 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 September 19, 1995 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 October 17,
1995 (the "Expiration Date").  Pursuant to the Offer, 3,789,622.447 Shares
were tendered, all of which were accepted by the Fund for repurchase at a net
asset value of $10.01 per share, as determined as of the close of the New
York Stock Exchange on the Expiration Date, for an aggregate purchase price
of $37,934,120.69.
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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.



October 25, 1995         By   /s/ Terry K. Glenn                           
                            ------------------------------------------
                              (Terry K. Glenn,
                                    Executive Vice President)
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