AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 26, 1998
SECURITIES ACT FILE NO. 333-19479
INVESTMENT COMPANY ACT FILE NO. 811-07203
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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. 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
APRIL 21, 1998
(DATE TENDER OFFER FIRST PUBLISHED
SENT OR GIVEN TO SECURITY HOLDERS)
<PAGE>
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") 2,000,000 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 April 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 May 18, 1998
(the "Expiration Date"). Pursuant to the Offer, 124,330.242 Shares were
tendered, all of which were accepted by the Fund for repurchase at a net asset
value of $10.88 per share, as determined as of the close of the New York Stock
Exchange on the Expiration Date, for an aggregate purchase price of
$1,352,713.032.
<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 MUNICIPAL STRATEGY FUND, INC.
May 26, 1998 By /s/ Terry K. Glenn
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(Terry K.Glenn, Executive Vice President)
