MERRILL LYNCH SR FLOAT RATE FD
SC TO-I/A, 2000-05-01
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      As filed with the Securities and Exchange Commission on May 1, 2000

                                             Securities Act File No. 333-15973
                                      Investment Company Act File No. 811-5870

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

                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549
                             ---------------------
                                  SCHEDULE TO
                         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.
                     (Names of Person(s) Filing Statement)

               Shares of Common Stock, Par Value $.10 per share
                        (Title of Class of Securities)

                                  59019R 10 5
                     (CUSIP Number of Class of Securities)

                                Terry K. Glenn
                 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.                Bradley J. Lucido, 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



                           CALCULATION OF FILING FEE

===============================================================================
 Transaction Valuation:  $ 417,165,000*       Amount of Filing Fee: $83,433**
===============================================================================

*        Calculated as the aggregate maximum purchase price to be paid for
         43,500,000 shares in the offer, based upon the net asset value per
         share ($ 9.59) at March 20, 2000.
**       Calculated as 1/50th of 1% of the Transaction Valuation.
\ \      Check box if any part of the fee is offset as provided by Rule
         0-11(a)(2) and identify the filing with which the offsetting fee was
         previously paid. Identify the previous filing by registration
         statement number, or the Form or Schedule and the date of its filing.
Amount Previously Paid: ______________    Filing Party: ____________________
Form or Registration No.: ____________    Date Filed:: _____________________
\ \      Check the box if the filing relates solely to preliminary
         communications made before the commencement of a tender offer. Check
         the appropriate boxes below to designate any transactions to which
         the statement relates:
         \ \      third-party tender offer subject to Rule 14d-1.
         \x\      issuer tender offer subject to Rule 13e-4.
         \ \      going-private transaction subject to Rule 13e-3.
         \ \      amendment to Schedule 13D under Rule 13d-2.
         Check the following box if the filing is a final amendment reporting
the results of the tender offer: x


<PAGE>

           This Amendment No. 1 to the Issuer Tender Offer Statement on
     Schedule TO of Merrill Lynch Senior Floating Rate Fund, Inc. (the "Fund")
     relating to an offer to purchase (the "Offer") 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, 2000
     constitutes the final amendment pursuant to Rule 13e-4(c)(3) under the
     Securities Exchange Act of 1934 (the "Exchange Act") .

           The Offer terminated at 12:00 midnight, New York time, on April 17,
     2000 (the "Expiration Date"). Pursuant to the Offer, 22,367,806.660
     Shares were tendered, all of which were accepted by the Fund for
     repurchase at a net asset value of $ 9.55 per share, as determined as of
     the close of the New York Stock Exchange on the Expiration Date, for an
     aggregate purchase price of $213,612,553.60.


<PAGE>

                                   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.


May 1, 2000                             By   /s/ Terry K. Glenn
                                             --------------------------------
                                             (Terry K. Glenn, President)

<PAGE>

                               Brown & Wood LLP
                            One World Trade Center
                         New York, New York 10048-0557

                           Telephone: (212) 839-5300

                           Facsimile: (212) 839-5599


VIA ELECTRONIC FILING
- ---------------------

May 1, 2000



Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, D.C.  20549

Attention:  Division of Investment Management

Re:  Merrill Lynch Senior Floating Rate Fund, Inc.
Amendment No. 1 to Issuer Tender Offer Statement
on Schedule TO
- --------------------------------------------------

Dear Sirs:

     On behalf of Merrill Lynch Senior Floating Rate Fund, Inc. (the "Fund"),
transmitted herewith for filing pursuant to Section 13(e)(1) of the Securities
Exchange Act of 1934 and Rule 13e-4(c)(3) thereunder is Amendment No. 1 to the
Issuer Tender Offer Statement of the Fund on Schedule TO. Amendment No. 1
constitutes the final amendment reporting the results of the issuer tender
offer. The tender offer commenced on March 21, 2000 and terminated on April
17, 2000.

     Please direct any comments or questions with respect to this filing to
the undersigned at (212) 839-5346.

                                              Very truly yours,


                                              /s/ Marian S. Singer

Enclosure




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