MERRILL LYNCH HIGH INCOME MUNICIPAL BOND FUND INC
SC 13E4/A, 1996-04-25
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     AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 25, 1996
    
 
                                                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. 1

              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 $.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:
 
<TABLE>
<S>                                             <C>
          THOMAS R. SMITH, JR., ESQ.                       PHILIP L. KIRSTEIN, ESQ.
                 BROWN & WOOD                           MERRILL LYNCH ASSET MANAGEMENT
            ONE WORLD TRADE CENTER                              P.O. BOX 9011
        NEW YORK, NEW YORK 10048-0557                  PRINCETON, NEW JERSEY 08543-9011
                                        APRIL 23, 1996
                             (Date Tender Offer First Published,
                              Sent or Given to Security Holders)
</TABLE>
 
- - --------------------------------------------------------------------------------
- - --------------------------------------------------------------------------------
<PAGE>
   
    This Amendment No. 1 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 4,000,000 of the Fund's shares of common stock, par value 
$0.10 per share and originally filed with the Securities and Exchange Commission
on April 23, 1996, is made to file the unaudited financial statements of the 
Fund for the six-month period ended February 29, 1996 as an exhibit to the
Schedule 13E-4.
    
 






                                       i
<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 HIGH INCOME MUNICIPAL
                                                    BOND FUND, INC.
 
                                                    By   /s/ TERRY K. GLENN
                                             ...................................
                                                            Terry K. Glenn,
                                                       Executive Vice President
 
   
Date: April 25, 1996
    
<PAGE>
                                 EXHIBIT INDEX
 
<TABLE>
<CAPTION>
EXHIBIT
- - -------
<S>      <C>                                                                            <C>
(g)(3)   Unaudited Financial Statements of the Fund for the six-month period ended
           February 29, 1996
</TABLE>




                                                                  EXHIBIT (G)(3)


<TABLE>
SCHEDULE OF INVESTMENTS                                                                                   (in Thousands)
<CAPTION>
                   S&P     Moody's   Face                                                                        Value
State             Ratings  Ratings  Amount                         Issue                                       (Note 1a)
<S>               <S>      <S>     <C>       <S>                                                                <C>
Alabama--0.5%     B+       NR*     $1,000    Brewton, Alabama, IDB, PCR, Refunding (Container
                                             Corporation American Project), 8% due 4/01/2009                    $  1,074

Arizona--2.9%     NR*      Aaa      2,860    Arizona Health Facilities Authority, Hospital Systems
                                             Revenue Refunding Bonds (Saint Luke's Health Systems),
                                             7.25% due 11/01/2003 (d)                                              3,329
                  NR*      NR*      1,235    Pima County, Arizona, IDA, Revenue Bonds (La Hacienda
                                             Project), 9.50% due 12/01/2016                                        1,255
                  AA       P1       1,200    Pinal County, Arizona, IDA, PCR (Magma Copper/Newmont
                                             Mining Corporation), VRDN, 3.25% due 12/01/2009 (a)                   1,200

California--1.3%  BBB-     Baa     10,000    Foothill/Eastern Transportation Corridor Agency, California,
                                             Toll Road Revenue Bonds (Senior Lien), Series A, 6.50%**
                                             due 1/01/2028                                                         1,285
                  NR*      NR*      1,500    Long Beach, California, Redevelopment Agency, M/F Housing
                                             Revenue Bonds (Pacific Court Apartments), AMT, Issue B,
                                             6.80% due 9/01/2013                                                   1,212

Colorado--5.9%    NR*      Baa1     2,000    Colorado Health Facilities Authority, Hospital Revenue
                                             Bonds (P/SL Healthcare System Project), Series A,
                                             6.875% due 2/15/2003 (d)                                              2,314
                                             Denver, Colorado, City and County Airport Revenue Bonds:
                  BBB      Baa        900      AMT, Series A, 8% due 11/15/2025                                    1,035
                  BBB      Baa      2,000      AMT, Series D, 7.75% due 11/15/2013                                 2,395
                  BBB      Baa      1,250      Series A, 7.50% due 11/15/2012                                      1,456
                  BBB      Baa      2,000      Series A, 7.25% due 11/15/2025                                      2,289
                  NR*      NR*      2,000    Mountain Village Metropolitan District, Colorado, Refunding
                                             Bonds (San Miguel County), UT, 8.10% due 12/01/2011                   2,224

Connecticut--1.1% NR*      B1       1,925    New Haven, Connecticut, Facilities Revenue Bonds (Hill
                                             Health Corporation Project), 9.25% due 5/01/2017                      2,103
</TABLE>


<TABLE>
SCHEDULE OF INVESTMENTS (continued)                                                                       (in Thousands)
<CAPTION>
                   S&P     Moody's  Face                                                                         Value
State             Ratings  Ratings Amount                          Issue                                       (Note 1a)
<S>               <S>      <S>     <C>       <S>                                                                <C>
District of       B-       NR*     $2,000    District of Columbia, GO, COP, 7.30% due 1/01/2013                 $  2,064
Columbia--1.0%

Florida--0.9%     BB       NR*        960    Jacksonville, Florida, Port Authority, IDR, Refunding
                                             (United States Gypsum Corporate Project), 7.25% due 10/01/2014        1,017
                  A1       VMIG1++    700    Pinellas County, Florida, Health Facilities Authority,
                                             Revenue Refunding Bonds (Pooled Hospital Loan Program),

<PAGE>
                                             DATES, 3.25% due 12/01/2015 (a)                                         700
Georgia--3.6%     NR*      NR*      2,520    Atlanta, Georgia, Urban Residential Finance Authority,
                                             College Facilities Revenue Bonds (Morris Brown College
                                             Project), 9.50% due 6/01/2011                                         2,905
                  NR*      NR*      2,000    Atlanta, Georgia, Urban Residential Finance Authority,
                                             M/F Housing Mortgage Revenue Bonds (Northside Plaza
                                             Apartments Project), 9.75% due 11/01/2020                             2,160
                  NR*      NR*      2,000    Hancock County, Georgia, COP, 8.50% due 4/01/2015 (i)                 2,174

Hawaii--1.0%      AA+      NR*      1,750    Hawaii State Department of Budget and Finance, Special
                                             Purpose Mortgage Revenue Bonds (Citizens Utility Company),
                                             RIB, Series 91-B, 9.204% due 11/01/2021 (g)                           1,977

Illinois--7.2%    BBB      NR*      1,500    Alton, Illinois, Hospital Facility, Revenue Refunding Bonds
                                             (Saint Anthony's Health Center), 6% due 9/01/2014                     1,415
                                             Chicago, Illinois, O'Hare International Airport, Special
                                             Facilities Revenue Bonds:
                  BB+      Baa2     4,000      Refunding (American Airlines Inc. Project), 8.20% due
                                               12/01/2024                                                          4,688
                  BB       Baa2       450      (United Airlines, Inc.), AMT, Series B, 8.95% due 5/01/2018           517
                  NR*      NR*      2,000    Illinois Educational Facilities Authority Revenue Bonds
                                             (Chicago Osteopathic Health System), 7.25% due
                                             11/15/2019 (d)                                                        2,394
                  NR*      Baa1     1,250    Illinois Health Facilities Authority Revenue Bonds (Holy
                                             Cross Hospital Project), 6.75% due 3/01/2024                          1,258
                  BBB      NR*      1,000    Lansing, Illinois, Sales Tax, Tax Increment, Revenue Refunding
                                             Bonds (Landing Redevelopment), 7% due 12/01/2008                      1,098
                  BBB-     NR*      3,000    Metropolitan Pier and  Exposition Authority, Illinois,
                                             Hospital Facilities Revenue Bonds (McCormick Place
                                             Convention), 6.25% due 7/01/2017                                      2,974

Indiana--0.8%     A        NR*      1,500    Indiana Bond Bank, Special Hospital Program Revenue
                                             Bonds (Hendricks Community Hospital), Series A, 7.125%
                                             due 4/01/2013                                                         1,631

Iowa--0.8%        NR*      NR*      1,500    Iowa Finance Authority, Health Care Facilities Revenue
                                             Bonds (Mercy Health Initiatives Project), 9.95% due 7/01/2019         1,605

Kentucky--2.3%    AAA      Aaa      4,000    Louisville, Kentucky, Hospital Revenue Bonds, INFLOS,
                                             8.752% due 10/01/2014 (b)(g)                                          4,680

Louisiana--4.1%   NR*      Baa2     3,500    Lake Charles, Louisiana, Harbor and Terminal District,
                                             Port Facilities Revenue Refunding Bonds (Trunkline LNG
                                             Company Project), 7.75% due 8/15/2022                                 3,960
                  BBB+     Baa1     1,000    Louisiana Public Facilities Authority, Hospital Revenue
                                             Bonds (Woman's Hospital Foundation Project), 7.25%
                                             due 10/01/2022                                                        1,044
                  BB-      NR*      3,000    Port New Orleans, Louisiana, IDR, Refunding (Continental
                                             Grain Company Project), 7.50% due 7/01/2013                           3,175
</TABLE>
<PAGE>
<TABLE>
SCHEDULE OF INVESTMENTS (continued)                                                                       (in Thousands)
<CAPTION>
                   S&P     Moody's  Face                                                                         Value
State             Ratings  Ratings Amount                          Issue                                       (Note 1a)
<S>               <S>      <S>     <C>       <S>                                                                <C>
Massachusetts--   NR*      NR*    $ 1,200    Boston, Massachusetts, Industrial Development Financing
8.8%                                         Authority, Solid Waste Disposal Facility Revenue Bonds
                                             (Jet-A-Way Project), AMT, 10.50% due 1/01/2011                     $  1,384
                  NR*      Ba         795    Lawrence, Massachusetts, GO, 9.875% due 12/15/1998                      900
                                             Massachusetts Health and Educational Facilities Authority
                                             Revenue Bonds:
                  NR*      B        1,890      (New England Memorial Hospital Project), Series C,
                                               7% due 4/01/2014                                                    1,735
                  NR*      NR*        905      (North Adams Regional Hospital), Issue B, 8% due 7/01/1998            978
                  NR*      B        3,000      Refunding (New England Memorial Hospital), Series B,
                                               6.125% due 7/01/2013                                                2,440
                                             Massachusetts Industrial Finance Agency Revenue Bonds:
                  NR*      B1       1,675      (Bay Cove Human Services Inc.), 8.375% due 4/01/2019                1,820
                  BB+      Ba1      1,600      (Vinfen Corporation), 7.10% due 11/15/2018                          1,615
                  NR*      NR*      1,000    Massachusetts Industrial Finance Agency, Solid Waste
                                             Disposal Revenue Bonds (Molten Metal Technology Project),
                                             8.25% due 8/01/2014                                                   1,042
                  NR*      NR*      5,000    Massachusetts Port Authority, Special Project Revenue
                                             Bonds (Harborside Hyatt Project), AMT, 10% due 3/01/2026              5,605

Michigan--1.8%    AAA      Ba1      2,900    Detroit, Michigan, GO, UT, Series A, 8.70% due 4/01/2000 (d)          3,420
                  A1+      VMIG1++    100    Grand Rapids, Michigan, Water Supply Systems, Revenue
                                             Refunding Bonds, VRDN, 3.20% due 1/01/2020 (a)(h)                       100

Missouri--5.4%    BBB-     NR*      2,865    Joplin, Missouri, IDA, Hospital Facilities Revenue Refunding
                                             and Improvement Bonds (Tri-State Osteopathic Project),
                                             8.25% due 12/15/2014                                                  3,061
                                             Missouri Health and Educational Facilities Authority Revenue
                                             Bonds (Southwest Baptist University Project):
                  BB       NR*        905      9.50% due 10/01/2001                                                1,029
                  BB       NR*      3,690      9.50% due 10/01/2011                                                4,328
                  AAA      Aaa      2,000    Phelps County, Missouri, Hospital Revenue Bonds (Phelps
                                             County Regional Medical Center), 8.30% due 3/01/2000 (d)              2,336

New Hampshire--   BB+      Ba1      5,140    New Hampshire, IDA, PCR (Public Service Company New
2.7%                                         Hampshire Project), Series B, 7.50% due 5/01/2021                     5,436
<PAGE>
New Jersey--9.4%  NR*      Ba       2,150    Atlantic County, New Jersey, Utilities Authority, Solid Waste
                                             Revenue Bonds, 7.125% due 3/01/2016                                   2,108
                  NR*      NR*      2,000    Camden County, New Jersey, Improvement Authority Lease
                                             Revenue Bonds (HOH Hauling & Warehousing), Series A,
                                             9.875% due 1/01/2021                                                  1,990
                  BBB+     Ba       4,000    Camden County, New Jersey, Pollution Control Financing
                                             Authority, Solid Waste Resource Recovery Revenue Bonds,
                                             Series D, 7.25% due 12/01/2010                                        4,132
                                             New Jersey Health Care Facilities Financing Authority
                                             Revenue Bonds:
                  NR*      NR*      4,760      (Riverwood Center Issue), Series A, 9.90% due 7/01/2021             5,367
                  BBB-     Baa      4,700      (Saint Elizabeth Hospital), Series B, 8.25% due 7/01/2020           5,121

New Mexico--0.5%  A        A2       1,000    Lordsburg, New Mexico, PCR, Refunding (Phelps Dodge
                                             Corporation Project), 6.50% due 4/01/2013                             1,049

New York--4.2%    BBB+     Baa1     5,260    New York City, New York, GO, UT, Series C, Sub-Series C-1,
                                             7.50% due 8/01/2021                                                   5,884
                  NR*      NR*      2,500    New York City, New York, IDA, Revenue Bonds (Visy Paer
                                             Inc. Project), AMT, 7.95% due 1/01/2028                               2,574
</TABLE>


<TABLE>
SCHEDULE OF INVESTMENTS (continued)                                                                       (in Thousands)
<CAPTION>
                   S&P     Moody's  Face                                                                         Value
State             Ratings  Ratings Amount                          Issue                                       (Note 1a)
<S>               <S>      <S>     <C>       <S>                                                                <C>
North Carolina    NR*      VMIG1++ $  100    North Carolina Medical Care Community,
- - --0.2                                        Hospital Revenue Bonds (Pooled Financing Project), ACES,
                                             Series B, 3.25% due 10/01/2013 (a)                                 $    100
                  NR*      VMIG1++    200    Person County, North Carolina, Industrial Facilities and
                                             Pollution Control Financing Authority, Solid Waste Disposal
                                             Revenue Bonds (Carolina Power and Light Company), AMT,
                                             DATES, 3.45% due 11/01/2016 (a)                                         200

Ohio--2.3%        NR*      Ba2      2,325    Defiance County, Ohio, Economic Development Revenue
                                             Bonds (Kroger Co. Project), 8% due 10/15/2015                         2,559
                  AAA      Aaa      1,950    Ohio, HFA, S/F Mortgage Revenue Bonds, RIB, AMT,
                                             Series A-2, 9.839% due 3/24/2031 (c)(g)                               2,121

Oklahoma--0.5%    BB       NR*        985    Blaine County, Oklahoma, Industrial Authority, IDR (United
                                             States Gypsum Corp. Project), 7.25% due 10/01/2010                    1,050

Oregon--1.6%      NR*      NR*      1,000    Western Generation Agency, Oregon, Cogeneration Project
                                             Revenue Bonds (Wauna Cogeneration Project), AMT, Series B,
                                             7.40% due 1/01/2016                                                   1,051
                  B+       NR*      1,955    Yamhill County, Oregon, PCR, Refunding (Smurfit Newsprint
                                             Corporate Project), 8% due 12/01/2003                                 2,064
<PAGE>
Pennsylvania      NR*      NR*      2,000    Lehigh County, Pennsylvania, General Purpose Authority
- - --13.4%                                      Revenue Bonds (Wiley House Kids Peace), 8.75% due
                                             11/01/2014                                                            2,080
                  BBB-     NR*      5,000    McKean County, Pennsylvania, Hospital Authority Revenue
                                             Bonds (Bradford Hospital Project), 8.875% due 10/01/2020              5,956
                                             Montgomery County, Pennsylvania, IDA, Revenue Bonds:
                  NR*      Ba       3,400      (Pennsburg Nursing and Rehabilitation Center),
                                               7.625% due 7/01/2018                                                3,475
                  NR*      NR*      1,500      Refunding (1st Mortgage-Meadowood Corporation Project),
                                               Series A, 10.25% due 12/01/2020                                     1,671
                  NR*      NR*      2,000    Pennsylvania Economic Development Financing Authority,
                                             IDR (GEHL Company Inc. Project), AMT, Series F,
                                             9% due 9/01/2010                                                      2,174
                  NR*      NR*      5,000    Pennsylvania Economic Development Financing Authority,
                                             Recycling Revenue Bonds (Ponderosa Fibres Project), AMT,
                                             Series A, 9.25% due 1/01/2022                                         5,149
                  NR*      NR*      5,000    Philadelphia, Pennsylvania, Authority for IDR, Refunding
                                             (Commercial Development Philadelphia Airport), AMT,
                                             7.75% due 12/01/2017                                                  5,172
                  NR*      NR*      1,000    Washington County, Pennsylvania, Hospital Authority,
                                             Revenue Refunding Bonds (Canonsburg General Hospital
                                             Project), 7.35% due 6/01/2013                                           954

Rhode Island      BBB+     NR*      1,500    Rhode Island Health and Educational Building Corporation,
- - --1.4%                                       Hospital Revenue Bonds (South County Hospital), 7.25%
                                             due 11/01/2011                                                        1,572
                  NR*      Baa      1,260    West Warwick, Rhode Island, GO, UT, Series A, 6.80%
                                             due 7/15/1998                                                         1,294

Tennessee--4.2%   NR*      NR*      4,265    Knox County, Tennessee, Health, Educational and Housing
                                             Facilities Board, Hospital Facilities Revenue Bonds (Baptist
                                             Health System of East Tennessee), 8.60% due 4/15/2016                 4,545
                  BBB      Baa1     3,500    McMinn County, Tennessee, IDB, Solid Waste Revenue Bonds
                                             (Recycling Facility-Calhoun Newsprint-Bowater), AMT,
                                             7.40% due 12/01/2022                                                  3,810
</TABLE>


<TABLE>
SCHEDULE OF INVESTMENTS (concluded)                                                                       (in Thousands)
<CAPTION>
                   S&P     Moody's  Face                                                                         Value
State             Ratings  Ratings Amount                          Issue                                       (Note 1a)
<S>               <S>      <S>     <C>       <S>                                                                <C>
Texas--6.7%       BB+      Baa2    $3,000    Dallas-Fort Worth, Texas, International Airport Facilities
                                             Improvement Corporation Revenue Bonds (American Airlines,
                                             Inc.), AMT, 7.25% due 11/01/2030                                   $  3,249
                  A1+      Aaa        300    Harris County, Texas, Industrial Development Corporation,
                                             PCR (Exxon Project), DATES, Series 1984-A, 3.25% due
                                             3/01/2024 (a)                                                           300
                  BB       Ba1      4,870    Jefferson County, Texas, Health Facilities Development
                                             Corporation, Hospital Revenue Bonds (Baptist Healthcare
                                             System Project), 8.875% due 6/01/2021                                 5,150
                  BB       Ba       3,270    Odessa, Texas, Junior College District, Revenue Refunding
                                             Bonds, Series A, 8.125% due 12/01/2018                                3,557
                  NR*      NR*      1,845    Swisher County, Texas, Jail Facilities Financing Corporation
                                             Revenue Bonds (Criminal Detention Center), 9.75% due
                                             8/01/2009 (f)                                                            --
                  BBB      Baa2     1,000    West Side Calhoun County, Texas, Navigation District, Solid
                                             Waste Revenue Bonds (Union Carbide Chemicals and Plastics),
                                             AMT, 8.20% due 3/15/2021                                              1,131
<PAGE>
Utah--1.8%        AAA      Aaa      3,000    Salt Lake City, Utah, Hospital Revenue Refunding Bonds
                                             (IHC Hospitals, Inc.), INFLOS, 9.51% due 5/15/2020 (e)(g)             3,495

Vermont--0.8%     NR*      NR*      1,500    Vermont Educational and Health Buildings Financing Agency
                                             Revenue Bonds (College of Saint Joseph's Project), 8.50%
                                             due 11/01/2024                                                        1,615

Wisconsin--1.2%   NR*      Ba2      2,350    Walworth, Wisconsin, IDR, Refunding (United States Gypsum
                                             Corp. Project), 7.25% due 5/01/2010                                   2,422

Total Investments (Cost--$183,459)--100.3%                                                                       199,977

Liabilities in Excess of Other Assets--(0.3%)                                                                       (648)
                                                                                                                --------
Net Assets--100.0%
                                                                                                                $199,329
                                                                                                                ========
<FN>
(a)The interest rate is subject to change periodically based upon
   prevailing market rates. The interest rate shown is the rate in
   effect at February 29, 1996.
(b)MBIA Insured.
(c)GNMA Collateralized.
(d)Prerefunded.
(e)AMBAC Insured.
(f)Non-income producing security.
(g)The interest rate is subject to change periodically and inversely
   based upon prevailing market rates. The interest rate shown is the
   rate in effect at February 29, 1996.
(h)FGIC Insured.
(i)Bank Qualified.
  *Not Rated.
 **Represents a zero coupon bond; the interest rate shown is the
   effective yield at the time of purchase by the Fund.
 ++Highest short-term rating by Moody's Investors Service, Inc.

See Notes to Financial Statements.
</TABLE>

FINANCIAL INFORMATION
<TABLE>
Statement of Assets and Liabilities as of February 29, 1996
<S>                 <S>                                                                    <C>              <C>
Assets:             Investments, at value (identified cost--$183,459,451) (Note 1a)                         $199,977,478
                    Cash                                                                                          62,061
                    Receivables:
                      Interest                                                             $  3,923,966
                      Capital shares sold                                                       567,091        4,491,057
                                                                                           ------------
                    Deferred organization expenses (Note 1e)                                                       7,409
                    Prepaid registration fees and other assets (Note 1e)                                          45,225
                                                                                                            ------------
                    Total assets                                                                             204,583,230
                                                                                                            ------------

Liabilities:        Payables:
                      Securities purchased                                                    4,421,469
                      Dividends to shareholders (Note 1f)                                       446,199
                      Investment adviser (Note 2)                                               152,306
                      Administration (Note 2)                                                    40,081        5,060,055
                                                                                           ------------
                    Accrued expenses and other liabilities                                                       194,600
                                                                                                            ------------
                    Total liabilities                                                                          5,254,655
                                                                                                            ------------

Net Assets:         Net assets                                                                              $199,328,575
                                                                                                            ============

Net Assets          Common stock, $.10 par value, 200,000,000 shares authorized                             $  1,789,768
Consist of:         Paid-in capital in excess of par                                                         183,482,778
                    Accumulated realized capital losses on investments--net                                   (1,866,963)
                    Accumulated distributions in excess of realized capital gains--net                          (595,035)
                    Unrealized appreciation on investments--net                                               16,518,027
                                                                                                            ------------
                    Net assets--Equivalent to $11.14 per share based on 17,897,683
                    shares of capital outstanding                                                           $199,328,575
                                                                                                            ============
                    See Notes to Financial Statements.
</TABLE>


FINANCIAL INFORMATION (continued)
<TABLE>
Statement of Operations
<CAPTION>
                                                                                                For the Six Months Ended
                                                                                                       February 29, 1996
<S>                 <S>                                                                                     <C>   
Investment Income   Interest and amortization of premium and discount earned                                $  7,352,467
(Note 1d):
<PAGE>
Expenses:           Investment advisory fees (Note 2)                                                            951,848
                    Administrative fees (Note 2)                                                                 250,486
                    Transfer agent fees (Note 2)                                                                  61,770
                    Registration fees (Note 1e)                                                                   44,061
                    Professional fees                                                                             43,067
                    Printing and shareholder reports                                                              37,164
                    Accounting services (Note 2)                                                                  33,279
                    Advertising                                                                                   28,340
                    Listing fees                                                                                  17,709
                    Directors' fees and expenses                                                                  12,137
                    Custodian fees                                                                                 9,878
                    Pricing services                                                                               6,445
                    Amortization of organization expenses (Note 1e)                                                3,705
                    Other                                                                                          3,614
                                                                                                            ------------
                    Total expenses                                                                             1,503,503
                                                                                                            ------------
                    Investment income--net                                                                     5,848,964
                                                                                                            ------------

Realized &          Realized gain on investments--net                                                            846,038
Unrealized          Change in unrealized appreciation on investments--net                                      2,144,474
Gain on                                                                                                     ------------
Investments--Net    Net Increase in Net Assets Resulting from Operations                                    $  8,839,476
(Notes 1b, 1d & 3):                                                                                         ============

                   See Notes to Financial Statements.
</TABLE>


FINANCIAL INFORMATION (continued)
<TABLE>
Statements of Changes in Net Assets
<CAPTION>
                                                                                           For the Six         For the
                                                                                          Months Ended       Year Ended
                                                                                           February 29,       August 31,
Increase (Decrease) in Net Assets:                                                             1996             1995
<S>                 <S>                                                                    <C>              <C>
Operations:         Investment income--net                                                 $  5,848,964     $ 12,378,384
                    Realized gain (loss) on investments--net                                    846,038       (2,713,001)
                    Change in unrealized appreciation on investments--net                     2,144,474        6,520,321
                                                                                           ------------     ------------
                    Net increase in net assets resulting from operations                      8,839,476       16,185,704
                                                                                           ------------     ------------

Dividends &         Investment income--net                                                   (5,848,964)     (12,378,384)
Distributions to    Realized gain on investments--net                                                --       (2,796,951)
Shareholders        In excess of realized gain on investments--net                                   --         (595,035)
(Note 1f):                                                                                 ------------     ------------
                    Net decrease in net assets resulting from dividends and
                    distributions to shareholders                                            (5,848,964)     (15,770,370)
                                                                                           ------------     ------------
<PAGE>
Capital Share       Net decrease in net assets derived from capital shares
Transactions        transactions                                                             (2,236,810)     (14,798,840)
(Note 4):                                                                                  ------------     ------------

Net Assets:         Total increase (decrease) in net assets                                     753,702      (14,383,506)
                    Beginning of period                                                     198,574,873      212,958,379
                                                                                           ------------     ------------
                    End of period                                                          $199,328,575     $198,574,873
                                                                                           ============     ============

                    See Notes to Financial Statements.
</TABLE>


FINANCIAL INFORMATION (concluded)
<TABLE>
Financial Highlights
<CAPTION>
                                                                       For the
                                                                         Six
The following per share data and ratios have been derived               Months
from information provided in the financial statements.                  Ended
                                                                       Feb. 29,        For the Year Ended August 31,
Increase (Decrease) in Net Asset Value:                                  1996       1995      1994      1993       1992
<S>                 <S>                                               <C>        <C>       <C>       <C>        <C>     
Per Share           Net asset value, beginning of period              $  10.97   $  10.92  $  11.44  $  10.74   $  10.29
Operating                                                             --------   --------  --------  --------   --------
Performance:        Investment income--net                                 .32        .65       .65       .68        .71
                    Realized and unrealized gain (loss) on
                    investments--net                                       .17        .23      (.45)      .75        .50
                                                                      --------   --------  --------  --------   --------
                    Total from investment operations                       .49        .88       .20      1.43       1.21
                                                                      --------   --------  --------  --------   --------
                    Less dividends and distributions:
                      Investment income--net                              (.32)      (.65)     (.65)     (.68)      (.71)
                      Realized gain on investments--net                     --       (.15)     (.07)     (.05)      (.05)
                      In excess of realized gain on investments--net        --       (.03)       --        --         --
                                                                      --------   --------  --------  --------   --------
                    Total dividends and distributions                     (.32)      (.83)     (.72)     (.73)      (.76)
                                                                      --------   --------  --------  --------   --------
                    Net asset value, end of period                    $  11.14   $  10.97  $  10.92  $  11.44   $  10.74
                                                                      ========   ========  ========  ========   ========
<PAGE>
Total Investment    Based on net asset value per share                   4.61%+++   8.64%     1.75%    13.83%     12.29%
Return:**                                                             ========   ========  ========  ========   ========

Ratios to Average   Expenses, net of reimbursement                       1.50%*     1.52%     1.48%     1.37%      1.30%
Net Assets:                                                           ========   ========  ========  ========   ========
                    Expenses                                             1.50%*     1.52%     1.48%     1.47%      1.55%
                                                                      ========   ========  ========  ========   ========
                    Investment income--net                               5.82%*     6.11%     5.81%     6.17%      6.85%
                                                                      ========   ========  ========  ========   ========

Supplemental        Net assets, end of period (in thousands)          $199,329   $198,575  $212,958  $216,922   $170,735
Data:                                                                 ========   ========  ========  ========   ========
                    Portfolio turnover                                  10.25%     21.28%    28.51%    28.74%     31.74%
                                                                      ========   ========  ========  ========   ========


                 <FN>
                   *Annualized.
                  **Total investment returns exclude the effects of sales loads. The
                    Fund is a continuously offered closed-end fund, the shares
                    of which are offered at net asset value. Therefore, no separate
                    market exists.
                 +++Aggregate total investment return.

                    See Notes to Financial Statements.
</TABLE>

NOTES TO FINANCIAL STATEMENTS


1. Significant Accounting Policies:
Merrill Lynch High Income Municipal Bond Fund, Inc. (the "Fund") is
registered under the Investment Company Act of 1940 as a
continuously offered, non-diversified, closed-end management
investment company. These unaudited financial statements reflect all
adjustments which are, in the opinion of management, necessary to a
fair statement of the results for the interim period presented. All
such adjustments are of a normal recurring nature. The following is
a summary of significant accounting policies followed by the Fund.
<PAGE>
(a) Valuation of investments--Municipal bonds and other portfolio
securities in which the Fund invests are traded primarily in the
over-the-counter municipal bond and money markets and are valued at
the last available bid price in the over-the-counter market or on
the basis of yield equivalents as obtained from one or more dealers
that make markets in the securities. Financial futures contracts and
options thereon, which are traded on exchanges, are valued at their
settlement prices as of the close of such exchanges. Options, which
are traded on exchanges, are valued at their last sale price as of
the close of such exchanges or, lacking any sales, at the last
available bid price. Short-term investments with remaining
maturities of sixty days or less are valued at amortized cost, which
approximates market value. Securities and assets for which market
quotations are not readily available are valued at fair value as
determined in good faith by or under the direction of the Board of
Directors of the Fund, including valuations furnished by a pricing
service retained by the Fund, which may utilize a matrix system for
valuations. The procedures of the pricing service and its valuations
are reviewed by the officers of the Fund under the general
supervision of the Board of Directors.

(b) Derivative financial instruments--The Fund may engage in various
portfolio strategies to seek to increase its return by hedging its
portfolio against adverse movements in the debt markets. Losses may
arise due to changes in the value of the contract or if the
counterparty does not perform under the contract.

* Financial futures contracts--The Fund may purchase or sell interest
rate futures contracts and options on such futures contracts for the
purpose of hedging the market risk on existing securities or the
intended purchase of securities. Futures contracts are contracts for
delayed delivery of securities at a specific future date and at a
specific price or yield. Upon entering into a contract, the Fund
deposits and maintains as collateral such initial margin as required
by the exchange on which the transaction is effected. Pursuant to
the contract, the Fund agrees to receive from or pay to the broker
an amount of cash equal to the daily fluctuation in value of the
contract. Such receipts or payments are known as variation margin
and are recorded by the Fund as unrealized gains or losses. When the
contract is closed, the Fund records a realized gain or loss equal
to the difference between the value of the contract at the time it
was opened and the value at the time it was closed.

* Options--The Fund is authorized to write covered call options and
purchase put options. When the Fund writes an option, an amount
equal to the premium received by the Fund is reflected as an asset
and an equivalent liability. The amount of the liability is
subsequently marked to market to reflect the current market value of
the option written. When a security is purchased or sold through an
exercise of an option, the related premium paid (or received) is
added to (or deducted from) the basis of the security acquired or
deducted from (or added to) the proceeds of the security sold. When
an option expires (or the Fund enters into a closing transaction),
the Fund realizes a gain or loss on the option to the extent of the
premiums received or paid (or gain or loss to the extent the cost of
the closing transaction exceeds the premium paid or received).

Written and purchased options are non-income producing investments.

(c) Income taxes--It is the Fund's policy to comply with the
requirements of the Internal Revenue Code applicable to regulated
investment companies and to distribute substantially all of its
taxable income to its shareholders. Therefore, no Federal income tax
provision is required.
<PAGE>
(d) Security transactions and investment income--Security
transactions are recorded on the dates the transactions are entered
into (the trade dates). Interest income is recognized on the accrual
basis. Discounts and market premiums are amortized into interest
income. Realized gains and losses on security transactions are
determined on the identified cost basis.

(e) Deferred organization expenses and prepaid registration fees--
Deferred organization expenses are charged to expense on a straight-
line basis over a five-year period. Prepaid registration fees are
charged to expense as the related shares are issued.


NOTES TO FINANCIAL STATEMENTS (concluded)


(f) Dividends and distributions--Dividends from net investment
income are declared daily and paid monthly. Distributions of capital
gains are recorded on the ex-dividend dates. Distributions in excess
of realized capital gains are due primarily to differing tax
treatments for futures transactions and post-October losses.

2. Investment Advisory Agreement and 
Transactions with Affiliates:
The Fund has entered into an Investment Advisory Agreement with
Merrill Lynch Asset Management, L.P. ("MLAM"). The general partner
of MLAM is Princeton Services, Inc. ("PSI"), an indirect wholly-
owned subsidiary of Merrill Lynch & Co., Inc. ("ML & Co."), which is
the limited partner.

MLAM is responsible for the management of the Fund's portfolio and
provides the necessary personnel, facilities, equipment and certain
other services necessary to the operations of the Fund. For such
services, the Fund pays a monthly fee at an annual rate of 0.95% of
the Fund's average daily net assets.

The Fund also has entered into an Administrative Services Agreement
with MLAM whereby MLAM will receive a fee equal to an annual rate of
0.25% of the Fund's average daily net assets, in return for the
performance of administrative services (other than investment advice
and related portfolio activities) necessary for the operation of the
Fund. The Investment Advisory Agreement obligates MLAM to reimburse
the Fund to the extent the Fund's expenses (excluding interest,
taxes, distribution fees, brokerage fees and commissions, and
extraordinary items) exceed (a) 2.0% of the Fund's average daily net
assets or (b) 2.5% of the Fund's first $30 million of average net
assets, 2.0% of the next $70 million of average daily net assets,
and 1.5% of the average net assets in excess thereof. MLAM's
obligation to reimburse the Fund is limited to the amount of the
investment advisory fee. No fee payment will be made to MLAM during
any fiscal year which will cause such expenses to exceed the most
restrictive expense limitation applicable at the time of such
payment.
<PAGE>
Merrill Lynch Financial Data Services, Inc. ("MLFDS"), a wholly-
owned subsidiary of ML & Co., is the Fund's transfer agent.

Accounting services are provided to the Fund by MLAM at cost.

Certain officers and/or directors of the Fund are officers and/or
directors of MLAM, PSI, MLPF&S, MLFDS, and/or ML & Co.

3. Investments:
Purchases and sales of investments, excluding short-term securities,
for the six months ended February 29, 1996 were $21,674,843 and
$19,949,608, respectively.

Net realized and unrealized gains as of February 29, 1996 were as
follows:


                                     Realized     Unrealized
                                      Gains         Gains

Long-term investments               $ 846,038   $ 16,518,027
                                    ---------   ------------
Total                               $ 846,038   $ 16,518,027
                                    =========   ============

As of February 29, 1996, net unrealized appreciation for Federal
income tax purposes aggregated $16,518,027, of which $16,886,026
related to appreciated securities and $367,999 related to
depreciated securities. The aggregate cost of investments at
February 29, 1996 for Federal income tax purposes was $183,459,451.

4. Capital Shares Transactions:
Transactions in capital shares were as follows:


For the Six Months Ended                            Dollar
February 29, 1996                     Shares        Amount

Shares sold                           926,157   $ 10,315,895
Shares issued to share-
holders in reinvestment of
dividends                             212,617      2,369,349
                                 ------------   ------------
Total issued                        1,138,774     12,685,244
Shares tendered                    (1,337,552)   (14,922,054)
                                 ------------   ------------
Net decrease                         (198,778)  $ (2,236,810)
                                 ============   ============

<PAGE>
For the Year Ended                                  Dollar
August 31, 1995                       Shares        Amount

Shares sold                         1,405,923   $ 15,030,501
Shares issued to share-
holders in reinvestment of
dividends and distributions           630,887      6,628,373
                                 ------------   ------------
Total issued                        2,036,810     21,658,874
Shares tendered                    (3,446,599)   (36,457,714)
                                 ------------   ------------
Net decrease                       (1,409,789)  $(14,798,840)
                                 ============   ============




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