MERRILL LYNCH SR FLOAT RATE FD
SC TO-I/A, 2001-01-19
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   As filed with the Securities and Exchange Commission on January 19, 2001

                                             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.              Michael J. Hennewinkel, Esq.
Brown & Wood LLP                        Merrill Lynch Investment Managers, L.P.
One World Trade Center                  P.O. Box 9011
New York, New York  10048-0557          Princeton, New Jersey  08543-9011



                               December 14, 2000
                      (Date Tender Offer First Published,
                      Sent or Given to Security Holders)



<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") 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 December 14, 2000 constitutes the final amendment
pursuant to Rule 13e-4(c)(3) under the Securities Exchange Act of 1934.

     The Offer terminated at 4:00 p.m., Eastern time, on January 16, 2001 (the
"Expiration Date"). Pursuant to the Offer, 21,130,802.611 Shares were
tendered, all of which were accepted by the Fund for repurchase at a net asset
value of $9.12 per share, as determined as of the close of the New York Stock
Exchange on the Expiration Date, for an aggregate purchase price of
$192,712,919.81.



<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.



January 19, 2001                             By  /s/ Terry K. Glenn
                                                 ---------------------------
                                                 (Terry K. Glenn, President)



<PAGE>




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