LETTER OF TRANSMITTAL
TO BE USED TO TENDER SHARES OF
MERRILL LYNCH SENIOR FLOATING RATE FUND, INC.
PURSUANT TO THE OFFER TO PURCHASE
DATED DECEMBER 20, 1996 THE EXPIRATION DATE AND THE WITHDRAWAL DEADLINE
IS 12:00 MIDNIGHT,
NEW YORK CITY TIME, ON TUESDAY, JANUARY 21, 1997, UNLESS EXTENDED
MERRILL LYNCH FINANCIAL DATA SERVICES, INC.
ATTENTION: MERRILL LYNCH SENIOR FLOATING RATE FUND, INC.
P.O. BOX 45289
JACKSONVILLE, FLORIDA 32232-5289
TELEPHONE INFORMATION NUMBER: (800) 637-3863
DELIVERY TO AN ADDRESS OTHER THAN THAT SHOWN ABOVE DOES NOT
THIS LETTER OF TRANSMITTAL IS TO BE USED ONLY IF THE STOCKHOLDER IS A RECORD
OWNER OF SHARES WHO DESIRES TO EFFECT THE TENDER OFFER TRANSACTION HIMSELF
OR HERSELF BY TRANSMITTING THE NECESSARY DOCUMENTS TO THE FUND'S TRANSFER
AGENT AND DOES NOT INTEND TO REQUEST HIS OR HER BROKER OR DEALER TO EFFECT
THE TRANSACTION FOR HIM OR HER. A STOCKHOLDER WHO HOLDS SHARES IN A MERRILL
LYNCH ACCOUNT OR THROUGH ANOTHER BROKER, DEALER, COMMERCIAL BANK, TRUST
COMPANY OR OTHER NOMINEE IS NOT THE RECORD OWNER AND SHOULD INSTRUCT HIS
OR HER MERRILL LYNCH FINANCIAL CONSULTANT OR SUCH OTHER NOMINEE TO EFFECT
THE TENDER ON HIS OR HER BEHALF.
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
LADIES AND GENTLEMEN:
The undersigned hereby tenders to the Merrill Lynch Senior Floating Rate Fund, Inc., a closed-end investment
company incorporated under the laws of the State of Maryland (the "Fund"), the shares described below of its
common stock, par value $.10 per share (the "Shares"), at a price equal to the net asset value per Share
("NAV") calculated on the Expiration Date (as defined in the Offer to Purchase), in cash, less any applicable
Early Withdrawal Charge, upon the terms and conditions set forth in the Offer to Purchase dated December 20,
1996, receipt of which is hereby acknowledged, and in this Letter of Transmittal (which together constitute the
The undersigned hereby se