MERRILL LYNCH SR FLOAT RATE FD
SC 13E4/A, 1997-07-18
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    As filed with the Securities and Exchange Commission on July 18, 1997
                                          Securities Act File No. 333-15973
                                   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.            Patrick D. Sweeney, Esq.
Brown & Wood LLP                      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


                                June 17, 1997
                      (Date Tender Offer First Published
                      Sent or Given to Security Holders)

                                                                            
============================================================================

     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")  12,500,000 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 June 17, 1997 constitutes the
final  amendment pursuant to  Rule 13e-4(c)(3) under  the Securities Exchange
Act of 1934 (the "Exchange Act") and General Instruction D of Schedule 13E-4.

   The  Offer  terminated  at 12:00 midnight, New York time, on July 15, 1997
(the "Expiration  Date").   Pursuant to the Offer, 11,074,666.526 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 $110,857,411.93.

                                  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 18, 1997       By   /s/ Terry K. Glenn                                
                       ------------------------------------------
                            (Terry K. Glenn,
                                    Executive Vice President)





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