As filed with the Securities and Exchange Commission on August 23, 1996
Securities Act File No. 33-54655
Investment Company Act File No. 811-07203
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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 MUNICIPAL STRATEGY FUND, INC.
(Name of Issuer)
MERRILL LYNCH MUNICIPAL STRATEGY FUND, INC.
(Name of Person(s) Filing Statement)
Shares of Common Stock, Par Value $0.10 per share
(Title of Class of Securities)
59020H 10 4
(CUSIP Number of Class of Securities)
Arthur Zeikel
Merrill Lynch Municipal Strategy 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 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
July 23, 1996
(Date Tender Offer First Published
Sent or Given to Security Holders)
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This Amendment No. 1 to the Issuer Tender Offer Statement on Schedule
13E-4 of Merrill Lynch Municipal Strategy Fund, Inc. (the "Fund") relating
to an offer to purchase (the "Offer") 1,000,000 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 23, 1996 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 19,
1996 (the "Expiration Date"). Pursuant to the Offer, 60,648.458 Shares were
tendered, all of which were accepted by the Fund for repurchase at a net
asset value of $10.07 per share, as determined as of the close of the New
York Stock Exchange on the Expiration Date, for an aggregate purchase price
of $610,729.97.
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 MUNICIPAL STRATEGY FUND, INC.
August 23, 1996 By /s/ Terry K. Glenn
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(Terry K. Glenn,
Executive Vice President)
