As filed with the Securities and Exchange Commission on June 25, 2004

                                             Securities Act File No. 333-52372
                                     Investment Company Act File No. 811-09229

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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                           --------------------------

                                  SCHEDULE TO
                          ISSUER TENDER OFFER STATEMENT
                      (PURSUANT TO SECTION 13(e)(1) OF THE
                        SECURITIES EXCHANGE ACT OF 1934)
                                (Amendment No. 1)

                Merrill Lynch Senior Floating Rate Fund II, Inc.
                                (Name of Issuer)

                Merrill Lynch Senior Floating Rate Fund II, Inc.
                      (Names of Person(s) Filing Statement)

                Shares of Common Stock, Par Value $.10 per share
                         (Title of Class of Securities)

                                   59021M 10 2
                      (CUSIP Number of Class of Securities)

                                 Terry K. Glenn
                Merrill Lynch Senior Floating Rate Fund II, 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.                   Andrew J. Donohue, Esq.
Sidley Austin Brown & Wood LLP               Fund Asset Management, L.P.
787 Seventh Avenue                           P.O. Box 9011
New York, New York  10019                    Princeton, New Jersey  08543-9011

                                  May 17, 2004
                       (Date Tender Offer First Published
                       Sent or Given to Security Holders)






     This Amendment No. 1 to the Issuer Tender Offer Statement on Schedule TO of
Merrill Lynch Senior  Floating  Rate Fund II, Inc.  (the "Fund")  relating to an
offer to purchase  (the  "Offer") up to 7,000,000 of the Fund's shares of common
stock,  par value $0.10 per share (the "Shares"),  as originally  filed with the
Securities  and  Exchange  Commission  on May 17,  2004,  constitutes  the final
amendment  pursuant to Rule  13e-4(c)(3)  under the  Securities  Exchange Act of
1934.

     The Offer  terminated  at 4:00 P.M.,  Eastern  time,  on June 15, 2004 (the
"Expiration Date"). Pursuant to the Offer, 576,551.012 Shares were tendered, all
of which were accepted by the Fund for  repurchase at a net asset value of $9.64
per share,  as determined as of the close of the New York Stock  Exchange on the
Expiration Date, for an aggregate purchase price of $5,557,951.76.






                                    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 SENIOR FLOATING RATE FUND
                             II, INC.



June 25, 2004                By /s/  Donald C. Burke
                               -----------------------------------------
                               (Donald C. Burke, Vice President and Treasurer)






                                    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.

                             MASTER SENIOR FLOATING RATE TRUST



June 25, 2004                By /s/  Donald C. Burke
                                ----------------------------------------
                                (Donald C. Burke, Vice President and Treasurer)