MERRILL LYNCH HIGH INCOME MUNICIPAL BOND FUND INC
SC 13E4/A, 1998-08-20
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       AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 20, 1998
                                             SECURITIES ACT FILE NO. 333-39839
                                      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 $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.                   PATRICK D. SWEENEY, ESQ.
BROWN & WOOD LLP                             MERRILL LYNCH ASSET MANAGEMENT
ONE WORLD TRADE CENTER                       P.O. BOX 9011
NEW YORK, NEW YORK  10048-0557               PRINCETON, NEW JERSEY  08543-9011

                                 JULY 21, 1998
                      (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 High Income Municipal Bond Fund, Inc. (the "Fund")
relating to an offer to purchase (the "Offer") 4,000,000 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 July 21, 1998 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.

     The Offer terminated at 12:00 midnight, New York time, on August 17, 1998
(the "Expiration Date"). Pursuant to the Offer, 485,578.764 Shares were
tendered, all of which were accepted by the Fund for repurchase at a net asset
value of $11.39 per share, as determined as of the close of the New York Stock
Exchange on the Expiration Date, for an aggregate purchase price of
$5,530,742.12.






                                   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.



August 20, 1998              By /s/ Terry K. Glenn
                                ----------------------------------------------
                                    (Terry K. Glenn, Executive Vice President)








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