MERRILL LYNCH HIGH INCOME MUNICIPAL BOND FUND INC
SC 13E4/A, 1994-05-25
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     As filed with the Securities and Exchange Commission on May 25, 1994

                                             Securities Act File No. 33-36472
                                     Investment Company Act File No. 811-6156

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

                      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. 2

             MERRILL LYNCH HIGH INCOME MUNICIPAL BOND FUND, INC.
                               (Name of Issuer)

             MERRILL LYNCH HIGH INCOME MUNICIPAL BOND FUND, INC.
                     (Name of Person(s) Filing Statement)

              Shares of Common Stock, Par Value $0.10 per share
                        (Title of Class of Securities)

                                 589945 10 4
                    (CUSIP Number of Class of Securities)

                                Arthur Zeikel
             Merrill Lynch High Income Municipal Bond 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, Inc.
One World Trade Center                  Box 9011
New York, New York  10048-0557          Princeton, N.J.  08543-9011


                                April 15, 1994
                      (Date Tender Offer First Published
                      Sent or Given to Security Holders)


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

<PAGE>
     This Amendment  No. 2 to the  Issuer Tender Offer Statement  on Schedule
13E-4 of Merrill  Lynch High Income  Municipal Bond  Fund, Inc. (the  "Fund")
relating to an offer to purchase (the "Offer") 1,500,000 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 (the "Commission") on April
15, 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.  On May 6, 1994, the Fund filed Amendment No. 1  to the Schedule 13E-4
with the Commission  in order to extend the expiration of  the Offer to 12:00
midnight, New York time, on May 13, 1994 (the "Expiration Date"). 

     Pursuant to  the Offer, 968,225.279  Shares were tendered, all  of which
were  accepted by the Fund for repurchase at  a net asset value of $10.73 per
share, as determined as  of the close of  the New York Stock Exchange  on the
Expiration Date, for an aggregate purchase price of $10,389,057.18.

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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 HIGH INCOME MUNICIPAL BOND FUND, INC.


May 25, 1994             By       Terry K. Glenn        
                            ----------------------------
                            (Terry K. Glenn, Executive
                             Vice President)


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