MERCURY ASSET MANAGEMENT FUNDS INC
N-30D, 1999-07-28
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ANNUAL REPORT

MAY 31, 1999




Mercury
Gold and
Mining
Fund

OF MERCURY ASSET
MANAGEMENT FUNDS, INC.



MERCURY ASSET MANAGEMENT LOGO



This report is not authorized for use as an offer of sale or a
solicitation of an offer to buy shares of the Fund unless
accompanied or preceded by the Fund's current prospectus. Past
performance results shown in this report should not be considered a
representation of future performance. Investment return and
principal value of shares will fluctuate so that shares, when
redeemed, may be worth more or less than their original cost.
Statements and other information herein are as dated and are subject
to change.

The Fund seeks long-term capital growth through investments
primarily in stocks of gold mining companies, and to a lesser extent
of companies engaged in other mining activities located throughout
the world. The Fund will seek to achieve its objective by investing
all of its assets in Mercury Master Gold and Mining Portfolio of
Mercury Asset Management Master Trust, which has the same investment
objective as the Fund. The Fund's investment experience will
correspond to the investment experience of the Portfolio.







Mercury Gold and Mining Fund of
Mercury Asset Management Funds, Inc.
Box 9011
Princeton, NJ
08543-9011


Printed on post-consumer recycled paper





MERCURY MASTER GOLD AND MINING
PORTFOLIO


BREAKDOWN OF STOCKS BY SECTOR

A pie chart illustrating the following percentages:
(As a Percentage of Net Assets as of May 31, 1999)


Gold            63.2%
Silver           2.9%
Platinum        13.8%
Diamonds         2.9%
Other           10.0%
Cash             7.2%


GEOGRAPHIC ASSET MIX

As a Percentage of Net Assets as of May 31, 1999

                                              FT Gold     Mercury Gold and
                                           Mines Index++  Mining Portfolio

Australasia                                    14.2%             9.8%
North America                                  59.2             34.4
Latin America                                   1.4              7.6
South Africa                                   22.2             31.5
Africa                                          3.0              6.3
SoutheastAsia                                   0.0              3.2
Cash                                            0.0              7.2

Total                                         100.0            100.0

[FN]
++An unmanaged geographically diversified Index of leading gold
  mining companies.


           May 31, 1999  2  Mercury Gold and Mining Fund




DEAR SHAREHOLDER


We are pleased to provide you with this first annual report to
shareholders for Mercury Gold and Mining Fund. The Fund's main goal
is long-term capital growth. The Fund will seek to achieve its
objective by investing all of its assets in Mercury Master Gold and
Mining Portfolio of Mercury Asset Management Master Trust, which has
the same investment objective as the Fund. The Fund's investment
experience will correspond to the investment experience of the
Portfolio. In this and future reports to shareholders, we will
provide information on the Fund's performance, discuss our
investment strategies, and highlight some of the Portfolio's
holdings. Complete performance information can be found on pages 6
and 7 of this report to shareholders.

Fiscal Year in Review
Since inception (February 26, 1999) to May 31, 1999, Mercury Gold
and Mining Fund's Class I, Class A, Class B and Class C Shares had
total returns of +0.90%, +0.80%, +0.60% and +0.60%, respectively.
(Investment results shown do not reflect sales charges and would be
lower if sales charges were included.) The Fund's unmanaged
benchmark, the Financial Times Gold Mines Index (FT Gold Mines
Index), had a total return of -4.61% over the same period. The
principal reason for the Fund's outperformance relative to the
benchmark was the 13.8% weighting in the Portfolio's platinum
shares.

Investment Review
As this is our first report to shareholders, we thought that it was
appropriate to first review our objectives. We will then discuss how
we have managed the Portfolio in the short period since its
inception. The investment objective of the Portfolio is long-term
capital growth. The Portfolio invests primarily in the stocks of
gold mining companies, and to a lesser extent in shares of companies
engaged in other mining activities located throughout the world. The
Portfolio may also invest a portion of its assets directly in gold
bullion. Performance is therefore likely to have a significant
correlation with the price of gold.

Our investment team's philosophy is value-orientated. We seek to
invest in those mining companies that offer the greatest exposure to
metal or mineral price movements that also exhibit financial
strength. We endeavour to avoid companies that hedge significant
portions of production and reserves. We are focused on investing in
mining companies with existing metals or mineral production and
those that are developing quality assets. Therefore, we have a
limited exposure to pure exploration companies.

At the time of the Fund's launch early in 1999, we entered the
market during a depressed gold price environment. As gold traded at
close to a 20-year low, this presented an attractive opportunity for
investments in gold and gold mining equities.

Our strongest views reflect a preference for South African gold
shares--particularly relative to North American gold shares--and a
positive outlook on the prospects for platinum group metals and
platinum shares. Consequently, we are overweight in South Africa and


           May 31, 1999  3  Mercury Gold and Mining Fund


underweight in North America relative to the FT Gold Mines Index. At
this time, we plan to maintain our exposure to platinum shares.

Driving our preference for South African gold stocks relative to
North American gold stocks is the better value we see in South
Africa, particularly in terms of much lower price/earnings ratios
and higher dividend yields. In addition, we believe that South
African gold mining companies have the opportunity to substantially
improve productivity, and hence profitability, given the massive
restructuring of the industry that has been underway since the end
of Apartheid in 1994. In contrast, North American gold mining
companies already tend to run their operations efficiently and scope
for meaningful improvement is more limited.

Investment Outlook
At May 31, 1999, the gold price was US$265/ounce, down from
US$287/ounce, the price of gold at the launch of the Fund on
February 26, 1999. The current bear market in gold started in
January 1996 when gold traded at US$415/ounce and over the last
three and a half years gold has fallen by about US$150/ounce or by
35%. Gold mining equities have also been hard hit, having lost two-
thirds of their value over the period. Put simply, gold currently
looks inexpensive in absolute terms and relative to other asset
classes, notably equities and bonds.

In terms of improving supply/demand fundamentals, demand for gold
has rebounded strongly after the massive dishoarding seen in the
wake of the Asian crisis. According to the World Gold Council,
demand reached an all-time record high level in the fourth quarter
of 1998. Metal markets were very badly hit by the onset of the Asian
crisis as investors correctly linked a downturn in Asia to a
reduction in demand for metals. However, there are signs that Asia
may be past the worst and any recovery in Asian growth should be
positive for all metals, particularly gold, given that Asia is one
of the main gold-buying regions. In addition, we expect that the
millennium will see a significant increase in demand for gold as it
is anticipated that consumers will purchase commemorative items,
many of which will contain gold.

It is important to note that at the current low gold price it is
extremely difficult for gold companies to invest in new projects
that provide an attractive rate of return. In other words, the
industry is not able to replace the gold that is being depleted
through mining each year. 1999 is likely to be the peak year for
mined supply of gold for many years. In addition, at the current
gold price many gold mines are barely covering their cash costs of
production and any further fall in the gold price could result in
mine closures. We view the downside risk in the gold price as low
for these reasons.

The announcement on May 7, 1999 that the Bank of England (BoE)
intended to reduce UK gold reserves from 715 tonnes to around 300
tonnes over the next few years was a negative surprise to the
market. Although the actual quantity of gold is relatively modest
and should readily be absorbed by the market, the news nevertheless


           May 31, 1999  4  Mercury Gold and Mining Fund


further undermined sentiment toward gold. In reaction to the news,
we adopted a defensive stance in the Portfolio by reducing our
exposure to gold shares and raising our cash levels to 10%. The
first sale of gold by the BoE took place on July 6, 1999, and
looking forward we expect sentiment toward gold to gradually
improve.

We are optimistic on the prospects for the platinum and palladium
prices. More specifically, we see a tightening supply/demand
situation developing as we expect solid demand driven by growth in
autocatalyst use, coupled with falling Russian exports as their
inventories are depleted. Looking to the medium term, we see the
prospect of a substantial boost to demand for platinum coming from
its use as a catalyst in fuel cells. Fuel cells are emerging as the
most likely replacement for the internal combustion engine on
environmental grounds. The automobile and oil industries are taking
fuel cells very seriously and the first commercial vehicles are
anticipated from DaimlerChrysler in 2004.

The ongoing recovery in Asia has prompted a positive reassessment of
global growth prospects and the dramatic move into cyclical shares
which began earlier this year. Asia was the key factor behind the
fall in metal prices and any improvement may very likely provide
higher metal prices. Therefore, mining shares are poised to offer
attractive returns which the Portfolio will seek to capitalize on
while retaining its focus on gold shares.

In Conclusion
It is important to remember that even a small improvement in the
gold price from these low levels would translate to substantial
gains in gold mining equities. For this reason, we see the
risk/reward of investing in gold shares as attractive and plan to
remain near fully invested in gold shares while actively managing
the Portfolio to take advantage of opportunities in other mining
shares. However, we would like to remind shareholders of the
volatility associated with gold shares, and therefore, investing in
this market requires a long-term view.

We thank you for your investment in Mercury Gold and Mining Fund,
and we look forward to serving your investment needs in the months
and years ahead.

Sincerely,



(Jeffrey Peek)                    (Trevor Steel)
Jeffrey Peek                       Trevor Steel
President                          Portfolio Manager


July 14, 1999


           May 31, 1999  5  Mercury Gold and Mining Fund


FUND PERFORMANCE DATA


ABOUT FUND PERFORMANCE

The Fund offers four classes of shares, each with its own sales
charge and expense structure, allowing you to invest in the way that
best suits your needs.

CLASS I SHARES incur a maximum initial sales charge of 5.25% and
bear no ongoing distribution and account maintenance fees. Class I
shares are available only to eligible investors.

CLASS A SHARES incur a maximum initial sales charge of 5.25% and an
account maintenance fee of 0.25% (but no distribution fee).

CLASS B SHARES are subject to a maximum contingent deferred sales
charge of 4% if redeemed during the first two years, decreasing to
3% for each of the next two years and decreasing 1% each year
thereafter to 0% after the sixth year. In addition, Class B shares
are subject to a distribution fee of 0.75% and an account
maintenance fee of 0.25%. These shares automatically convert to
Class A shares after approximately 8 years.

CLASS C SHARES are subject to a distribution fee of 0.75% and an
account maintenance fee of 0.25%. In addition, Class C shares may be
subject to a 1% contingent deferred sales charge if redeemed within
one year after purchase.

None of the past results shown should be considered a representation
of future performance. Figures shown in the "Recent Performance
Results" and "Aggregate Total Return" tables assume reinvestment of
all dividends and capital gains distributions at net asset value on
the ex-dividend date. Investment return and principal value of
shares will fluctuate so that shares, when redeemed, may be worth
more or less than their original cost. Dividends paid to each class
of shares will vary because of the different levels of account
maintenance, distribution and transfer agency fees applicable to
each class, which are deducted from the income available to be paid
to shareholders.



RECENT PERFORMANCE RESULTS*

                                              3 Month     Since Inception
                                            Total Return    Total Return

Class I                                        +0.90%           +0.90%
Class A                                        +0.80            +0.80
Class B                                        +0.60            +0.60
Class C                                        +0.60            +0.60


*Investment results shown do not reflect sales charges; results
 shown would be lower if a sales charge was included. Total
 investment returns are based on changes in the Fund's net asset
 values for the periods shown, and assume reinvestment of all
 dividends and capital gains at net asset value on the ex-dividend
 date. The Fund commenced operations on 2/26/99.


           May 31, 1999  6  Mercury Gold and Mining Fund



FUND PERFORMANCE DATA (CONCLUDED)



AGGREGATE TOTAL RETURN



                                         % Return        % Return
                                      Without Sales     With Sales
Class I Shares*                           Charge         Charge**

Inception (2/26/99)
through 3/31/99                            -0.50%         -5.72%

[FN]
 *Maximum sales charge is 5.25%.
**Assuming maximum sales charge.


                                         % Return        % Return
                                      Without Sales     With Sales
Class A Shares*                           Charge         Charge**

Inception (2/26/99)
through 3/31/99                            -0.60%         -5.82%

[FN]
 *Maximum sales charge is 5.25%.
**Assuming maximum sales charge.


                                         % Return        % Return
                                          Without           With
Class B Shares*                             CDSC           CDSC**

Inception (2/26/99)
through 3/31/99                            -0.60%         -4.58%

[FN]
 *Maximum contingent deferred sales charge
  is 4% and is reduced to 0% after 6 years.
**Assuming payment of applicable contingent deferred sales charge.


                                         % Return        % Return
                                         Without           With
Class C Shares*                            CDSC           CDSC**

Inception (2/26/99)
through 3/31/99                            -0.60%         -1.59%

[FN]
 *Maximum contingent deferred sales charge
  is 1% and is reduced to 0% after 1 year.
**Assuming payment of applicable contingent deferred sales charge.


           May 31, 1999  7  Mercury Gold and Mining Fund


<TABLE>
STATEMENT OF ASSETS AND
LIABILITIES
<CAPTION>
As of May 31, 1999

MERCURY GOLD AND MINING FUND
<S>                                                                                          <C>
Assets:
Investment in Mercury Master Gold and Mining Portfolio, at value (identified
 cost--$16,638,075) (Note 1a)                                                                $ 16,005,865
Prepaid registration fees and other assets (Note 1d)                                              171,404
                                                                                             ------------
Total assets                                                                                   16,177,269
                                                                                             ------------

Liabilities:
Payable to distributor (Note 2)                                                                     7,666
Payable to administrator (Note 2)                                                                   3,303
Accrued expenses and other liabilities                                                             99,400
                                                                                             ------------
Total liabilities                                                                                 110,369
                                                                                             ------------

Net Assets:
Net assets                                                                                   $ 16,066,900
                                                                                             ============

Net Assets Consist of:
Class I Shares of Common Stock, $0.0001 par value, 100,000,000
 shares authorized                                                                           $         52
Class A Shares of Common Stock, $0.0001 par value, 100,000,000
 shares authorized                                                                                     17
Class B Shares of Common Stock, $0.0001 par value, 100,000,000
 shares authorized                                                                                     46
Class C Shares of Common Stock, $0.0001 par value, 100,000,000
 shares authorized                                                                                     45
Paid-in capital in excess of par                                                               16,120,441
Undistributed investment income--net                                                               18,652
Undistributed realized capital gains on investments and foreign currency
 transactions from the Portfolio--net                                                             559,857
Unrealized depreciation on investments and foreign currency transactions from
 the Portfolio--net                                                                              (632,210)
                                                                                             ------------
Net assets                                                                                   $ 16,066,900
                                                                                             ============

Net Asset Value:
Class I--Based on net assets of $5,262,552 and 521,671 shares outstanding                    $      10.09
                                                                                             ============
Class A--Based on net assets of $1,676,101 and 166,251 shares outstanding                    $      10.08
                                                                                             ============
Class B--Based on net assets of $4,642,726 and 461,407 shares outstanding                    $      10.06
                                                                                             ============
Class C--Based on net assets of $4,485,521 and 445,783 shares outstanding                    $      10.06
                                                                                             ============

See Notes to Financial Statements.
</TABLE>

           May 31, 1999  8  Mercury Gold and Mining Fund


<TABLE>
STATEMENT OF OPERATIONS
<CAPTION>
For the Period February 26, 1999++ to May 31, 1999

MERCURY GOLD AND MINING FUND
<S>                                                                         <C>              <C>
Investment Income (Notes 1b & 1c):
Investment income allocated from the Portfolio (net of $2,737
 foreign withholding tax)                                                                    $    132,479
Expenses allocated from the Portfolio                                                             (65,157)
                                                                                             ------------
Net investment income from the Portfolio                                                           67,322
                                                                                             ------------

Expenses:
Registration fees (Note 1d)                                                 $     27,221
Offering costs                                                                    22,685
Account maintenance and distribution fees--Class B (Note 2)                       10,646
Account maintenance and distribution fees--Class C (Note 2)                       10,356
Administration fee (Note 2)                                                        9,626
Transfer agent fees--Class I (Note 2)                                              1,129
Account maintenance fees--Class A (Note 2)                                         1,120
Transfer agent fees--Class B (Note 2)                                              1,083
Transfer agent fees--Class C (Note 2)                                              1,032
Accounting services (Note 2)                                                         610
Printing and shareholder reports                                                     500
Transfer agent fees--Class A (Note 2)                                                399
                                                                            ------------
Total expenses before reimbursement                                               86,407
Reimbursement of expenses (Note 2)                                                (1,300)
                                                                            ------------
Total expenses                                                                                     85,107
                                                                                             ------------
Investment loss--net                                                                              (17,785)
                                                                                             ------------

Realized & Unrealized Gain (Loss) from the
Portfolio--Net:
Realized gain from the Portfolio on:
 Investments--net                                                                559,857
 Foreign currency transactions--net                                               11,105          570,962
                                                                            ------------
Unrealized depreciation on investments and foreign currency
 transactions from the Portfolio--net                                                            (632,210)
                                                                                             ------------
Net realized and unrealized loss on investments and foreign
 currency transactions from the Portfolio                                                         (61,248)
                                                                                             ------------
Net Decrease in Net Assets Resulting from Operations                                         $    (79,033)
                                                                                             ============


<FN>
++Commencement of operations.

See Notes to Financial Statements.
</TABLE>

           May 31, 1999  9  Mercury Gold and Mining Fund


<TABLE>
STATEMENT OF CHANGES
IN NET ASSETS
<CAPTION>
For the Period February 26, 1999++ to May 31, 1999

MERCURY GOLD AND MINING FUND
<S>                                                                                          <C>
Increase (Decrease) in Net Assets:

Operations:
Investment loss--net                                                                         $    (17,785)
Realized gain on investments and foreign currency transactions from the
 Portfolio--net                                                                                   570,962
Unrealized depreciation on investments and foreign currency transactions
 from the Portfolio--net                                                                         (632,210)
                                                                                             ------------
Net decrease in net assets resulting from operations                                              (79,033)
                                                                                             ------------

Capital Share Transactions (Note 4):
Net increase in net assets derived from capital share transactions                             16,045,933
                                                                                             ------------
Net Assets:
Total increase in net assets                                                                   15,966,900
Beginning of period                                                                               100,000
                                                                                             ------------
End of period*                                                                               $ 16,066,900
                                                                                             ============
<FN>
*Undistributed investment income--net (Note 1g)                                              $     18,652
                                                                                             ============


++Commencement of operations.

  See Notes to Financial Statements.
</TABLE>

           May 31, 1999  10  Mercury Gold and Mining Fund


<TABLE>
FINANCIAL HIGHLIGHTS


MERCURY GOLD AND MINING FUND
<CAPTION>
The following per share data and ratios have been derived from
information provided in the financial statements.

                                                     For the Period February 26, 1999++ to May 31, 1999
Increase (Decrease) in Net Asset Value:             Class I       Class A        Class B         Class C
<S>                                                 <C>            <C>            <C>            <C>
Per Share Operating Performance:
Net asset value, beginning of period                $  10.00       $  10.00       $  10.00       $  10.00
                                                    -----------------------------------------------------
Investment income (loss)--net                             --+++++        --+++++      (.02)          (.02)
Realized and unrealized gain on
 investments and foreign currency
 transactions from the Portfolio--net                    .09            .08            .08            .08
                                                    -----------------------------------------------------
Total from investment operations                         .09            .08            .06            .06
                                                    -----------------------------------------------------
Net asset value, end of period                      $  10.09       $  10.08       $  10.06       $  10.06
                                                    =====================================================
Total Investment Return:**
Based on net asset value per share                      .90%+++        .80%+++        .60%+++        .60%+++
                                                    =====================================================
Ratios to Average Net Assets:
Expenses, net of reimbursement++++                     3.32%*         3.62%*         4.33%*         4.31%*
                                                    =====================================================
Expenses++++                                           3.66%*         3.95%*         4.67%*         4.65%*
                                                    =====================================================
Investment income (loss)--net                           .08%*         (.06%)*        (.87%)*        (.90%)*
                                                    =====================================================
Supplemental Data:
Net assets, end of period (in thousands)            $  5,263       $  1,676       $  4,643       $  4,485
                                                    =====================================================


<FN>
    *Annualized.
   **Total investment returns exclude the effects of sales loads.
   ++Commencement of operations.
 ++++Includes the Fund's share of the Portfolio's allocated expenses.
  +++Aggregate total investment return.
+++++Amount is less than $.01 per share.

     See Notes to Financial Statements.
</TABLE>

           May 31, 1999  11  Mercury Gold and Mining Fund


NOTES TO FINANCIAL STATEMENTS


Mercury Gold and Mining Fund

1 Significant Accounting Policies:
Mercury Gold and Mining Fund (the "Fund") is part of Mercury Asset
Management Funds, Inc. (the "Corporation"). The Fund is registered
under the Investment Company Act of 1940 as a diversified, open-end
management investment company. The Fund seeks to achieve its
investment objective by investing all of its assets in the Mercury
Master Gold and Mining Portfolio (the "Portfolio") of Mercury Asset
Management Master Trust (the "Trust"), which has the same investment
objective as the Fund. The value of the Fund's investment in the
Portfolio reflects the Fund's proportionate interest in the net
assets of the Portfolio. The performance of the Fund is directly
affected by the performance of the Portfolio. The financial
statements of the Portfolio, including the Schedule of Investments,
are included elsewhere in this report and should be read in
conjunction with the Fund's financial statements. Prior to
commencement of operations on February 26, 1999, the Fund had no
operations other than those relating to organizational matters and
the issuance of 10,000 capital shares of the Fund on December 2,
1998 to Mercury Asset Management International Ltd. ("Mercury
International") for $100,000. The Fund's financial statements are
prepared in accordance with generally accepted accounting principles
which may require the use of management accruals and estimates. The
Fund offers four classes of shares. Class I and Class A Shares are
sold with a front-end sales charge. Class B and Class C Shares may
be subject to a contingent deferred sales charge. All classes of
shares have identical voting, dividend, liquidation and other rights
and the same terms and conditions, except that Class A, Class B and
Class C Shares bear certain expenses related to the account
maintenance of such shares, and Class B and Class C Shares also bear
certain expenses related to the distribution of such shares. Each
class has exclusive voting rights with respect to matters relating
to its account maintenance and distribution expenditures (except
that Class B Shares have certain voting rights with respect to Class
A distribution expenditures). The following is a summary of
significant accounting policies followed by the Fund.

(a) Valuation of investments--Valuation of securities is discussed
in Note 1a of the Portfolio's Notes to Financial Statements, which
are included elsewhere in this report.

(b) Income--The Fund's net investment income consists of the Fund's
pro rata share of the net investment income of the Portfolio, less
all actual and accrued expenses of the Fund determined in accordance
with generally accepted accounting principles.

(c) Income taxes--It is the Fund's policy to comply with the
requirements of the Internal Revenue Code applicable to regulated
investment companies and to distribute substantially all of its
taxable income to shareholders. Therefore, no Federal income tax
provision is required. Under the applicable foreign tax law,
withholding taxes may be imposed on interest, dividends and capital
gains at various rates.

           May 31, 1999  12  Mercury Gold and Mining Fund


NOTES TO FINANCIAL STATEMENTS
(CONTINUED)


(d) Prepaid registration fees--Prepaid registration fees are charged
to expenses as the related shares are issued.

(e) Dividends and distributions--Dividends and distributions paid by
the Fund are recorded on the ex-dividend dates.

(f) Investment transactions--Investment transactions are accounted
for on a trade date basis.

(g) Reclassification--Generally accepted accounting principles
require that certain components of net assets be adjusted to reflect
permanent differences between financial and tax reporting.
Accordingly, current year's permanent book/tax differences of
$11,105 have been reclassified between undistributed net realized
capital gains and undistributed net investment income and $25,332
has been reclassified between paid-in capital in excess of par and
undistributed net investment income. These reclassifications have no
effect on net assets or net asset values per share.

2 Transactions with Affiliates:
The Corporation has entered into an Administration Agreement with
Fund Asset Management, L.P. ("FAM"). The general partner of FAM is
Princeton Services, Inc. ("PSI"), a wholly-owned subsidiary of
Merrill Lynch & Co., Inc. ("ML & Co."), which is the limited
partner. The Fund pays a monthly fee at an annual rate of 0.25% of
the Fund's average daily net assets for the performance of
administrative services (other than investment advice and related
portfolio activities) necessary for the operation of the Fund. For
the period February 26, 1999 to May 31, 1999, FAM earned fees of
$9,626, of which $1,300 was voluntarily waived.

The Corporation has also entered into a Distribution Agreement and
Distribution Plans with Mercury Funds Distributor ("MFD" or the
"Distributor"), a division of Princeton Funds Distributor, Inc.
("PFD"), a wholly-owned subsidiary of Merrill Lynch Group, Inc.
Pursuant to the Distribution Plans adopted by the Corporation in
accordance with Rule 12b-1 under the Investment Company Act of 1940,
the Fund pays the Distributor ongoing account maintenance and
distribution fees. The fees are accrued daily and paid monthly at
annual rates based upon the average daily net assets of the shares
as follows:

                                  Account
                              Maintenance Fee      Distribution Fee

Class A                            0.25%                  --
Class B                            0.25%                0.75%
Class C                            0.25%                0.75%


           May 31, 1999  13  Mercury Gold and Mining Fund


NOTES TO FINANCIAL STATEMENTS
(CONTINUED)


Pursuant to a sub-agreement with the Distributor, Merrill Lynch,
Pierce, Fenner & Smith Incorporated ("MLPF&S"), a subsidiary of ML &
Co., and selected dealers also provide account maintenance and
distribution services to the Fund. The ongoing account maintenance
fee compensates the Distributor, MLPF&S and selected dealers for
providing account maintenance services to Class A, Class B and Class
C shareholders. The ongoing distribution fee compensates the
Distributor, MLPF&S and selected dealers for providing shareholder
and distribution-related services to Class B and Class C
shareholders.

For the period February 26, 1999 to May 31, 1999, MFD earned
underwriting discounts and MLPF&S earned dealer concessions on sales
of the Fund's Class A Shares as follows:

                                  MFD                MLPF&S

Class A                          $1,112              $83,486

For the period February 26, 1999 to May 31, 1999, MLPF&S received
contingent deferred sales charges of $1,435 and $1,942 relating to
transactions in Class B and Class C Shares, respectively.

Financial Data Services, Inc. ("FDS"), an indirect wholly-owned
subsidiary of ML & Co., is the Fund's transfer agent.

Accounting services are provided to the Fund by FAM at cost.

Certain officers and/or directors of the Corporation are officers
and/or directors or trustees of the Trust, Mercury International,
FAM, PSI, PFD, FDS, and/or ML & Co.

3 Investments:
Increases and decreases in the Fund's investment in the Portfolio
for the period February 26, 1999 to May 31, 1999 were $17,011,513
and $1,011,721, respectively.


           May 31, 1999  14  Mercury Gold and Mining Fund


NOTES TO FINANCIAL STATEMENTS
(CONCLUDED)


4 Capital Share Transactions:
Net increase in net assets derived from capital share transactions
was $16,045,933 for the period February 26, 1999 to May 31, 1999.

Transactions in capital shares for each class were as follows:

Class I Shares for the Period February 26, 1999++
to May 31, 1999                                Shares      Dollar Amount

Shares sold                                  608,076          $6,180,596
Shares redeemed                              (88,905)           (966,174)
                                          ----------          ----------
Net increase                                 519,171          $5,214,422
                                          ==========          ==========


[FN]
++Prior to February 26, 1999 (commencement of operations), the Fund
  issued 2,500 shares to Mercury International for $25,000.

Class A Shares for the Period February 26, 1999++
to May 31, 1999                                Shares      Dollar Amount

Shares sold                                  180,792          $1,829,006
Shares redeemed                              (17,041)           (186,405)
                                          ----------          ----------
Net increase                                 163,751          $1,642,601
                                          ==========          ==========


[FN]
++Prior to February 26, 1999 (commencement of operations), the Fund
  issued 2,500 shares to Mercury International for $25,000.

Class B Shares for the Period February 26, 1999++
to May 31, 1999                                Shares      Dollar Amount

Shares sold                                  485,372          $4,924,796
Shares redeemed                              (26,465)           (270,294)
                                          ----------          ----------
Net increase                                 458,907          $4,654,502
                                          ==========          ==========

[FN]
++Prior to February 26, 1999 (commencement of operations), the Fund
  issued 2,500 shares to Mercury International for $25,000.

Class C Shares for the Period February 26, 1999++
to May 31, 1999                                Shares      Dollar Amount

Shares sold                                  488,313          $5,028,088
Shares redeemed                              (45,030)           (493,680)
                                          ----------          ----------
Net increase                                 443,283          $4,534,408
                                          ==========          ==========

[FN]
++Prior to February 26, 1999 (commencement of operations), the Fund
  issued 2,500 shares to Mercury International for $25,000.


           May 31, 1999  15  Mercury Gold and Mining Fund


<AUDIT-REPORT>
INDEPENDENT AUDITORS' REPORT

Mercury Gold and Mining FUND

The Board of Directors and Shareholders,
Mercury Gold and Mining Fund (One of the Series constituting
Mercury Asset Management Funds, Inc.):

We have audited the accompanying statement of assets and liabilities
of Mercury Gold and Mining Fund as of May 31, 1999, the related
statements of operations and changes in net assets, and the
financial highlights for the period February 26, 1999 (commencement
of operations) to May 31, 1999. These financial statements and
financial highlights are the responsibility of the Fund's
management. Our responsibility is to express an opinion on these
financial statements and the financial highlights based on our
audit.

We conducted our audit in accordance with generally accepted
auditing standards. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial
statements and the financial highlights are free of material
misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the
overall financial statement presentation. We believe that our audit
provides a reasonable basis for our opinion.

In our opinion, such financial statements and financial highlights
present fairly, in all material respects, the financial position of
Mercury Gold and Mining Fund as of May 31, 1999, the results of its
operations, the changes in its net assets, and the financial
highlights for the period February 26, 1999 (commencement of
operations) to May 31, 1999 in conformity with generally accepted
accounting principles.



Deloitte & Touche LLP
Princeton, New Jersey
July 19, 1999


           May 31, 1999  16  Mercury Gold and Mining Fund



SCHEDULE OF INVESTMENTS

<TABLE>
MERCURY MASTER GOLD AND MINING PORTFOLIO
<CAPTION>
                                                                                In US Dollars

                  Shares                                                           Value       Percent of
Industry           Held             Investments                    Cost          (Note 1a)     Net Assets
<S>             <C>         <S>                                 <S>               <S>             <C>
AFRICA

Ghana

Gold Mines        80,800    Ashanti Goldfields Company
                            Ltd. (GDR)**                        $   700,249       $   606,000        3.8%

                            Total Investments in Ghana              700,249           606,000        3.8

Mali

Gold Mines        80,000    Randgold Resources Limited
                            (GDR) (a)**                             404,750           340,000        2.1
                  13,500    Randgold Resources Limited
                            (GDR) (a)(b)**                           64,930            57,375        0.4

                            Total Investments in Mali               469,680           397,375        2.5

South Africa

Gold Mines        18,800    AngloGold Limited                       785,543           746,259        4.7
                 642,600    Avgold Limited (a)                      313,473           304,648        1.9
                 260,625    Driefontein Consolidated
                            Limited                                 981,428           816,744        5.1
                  98,900    Harmony Gold Mining
                            Company Limited                         463,080           483,970        3.0
                  93,800    Randfontein Estates Limited             212,814           166,571        1.0
                 119,700    Western Areas Limited (a)               350,167           305,863        1.9
                                                                -----------       -----------      ------
                                                                  3,106,505         2,824,055       17.6

Metals/           31,370    Anglo American Platinum
Non-Ferrous                 Corporation Limited                     520,397           577,742        3.6
                 136,485    Gencor Limited                          315,904           348,752        2.2
                  32,000    Impala Platinum Holdings
                            Limited                                 565,216           768,309        4.8
                                                                -----------       -----------      ------
                                                                  1,401,517         1,694,803       10.6

Multi-            11,620    Anglo American PLC (a)                  384,607           527,732        3.3
Industry

                            Total Investments in
                            South Africa                          4,892,629         5,046,590       31.5

                            Total Investments in Africa           6,062,558         6,049,965       37.8
</TABLE>


           May 31, 1999  17  Mercury Gold and Mining Fund


<TABLE>
SCHEDULE OF INVESTMENTS (CONTINUED)
<CAPTION>
                                                                              In US Dollars

                  Shares                                                           Value      Percent of
Industry           Held             Investments                    Cost          (Note 1a)     Net Assets
<S>             <C>         <S>                                 <S>               <S>             <C>
LATIN AMERICA

Mexico

Metals/          177,300    Industrias Penoles SA (a)          $    533,829      $    453,180        2.8%
Non-Ferrous

                            Total Investments in Mexico             533,829           453,180        2.8

Peru

Gold Mines        18,800    Compania de Minas
                            Buenaventura SA                         134,649           135,084        0.9
                  44,100    Compania de Minas
                            Buenaventura SA (ADR)*                  628,814           625,669        3.9

                            Total Investments in Peru               763,463           760,753        4.8

                            Total Investments in
                            Latin America                         1,297,292         1,213,933        7.6

NORTH AMERICA

Canada

Gold Mines        73,400    Agnico-Eagle Mines Limited              419,607           399,320        2.5
                  38,400    Barrick Gold Corporation                741,065           662,400        4.1
                  60,500    Goldcorp Inc. 'A' (a)                   326,396           318,854        2.0
                 151,840    IAMGOLD, International
                            African Mining Gold
                            Corporation (a)                         427,888           330,424        2.1
                  65,400    Meridian Gold Inc. (a)                  372,285           315,770        2.0
                  43,600    Placer Dome Inc.                        487,912           485,050        3.0
                                                                -----------       -----------      ------
                                                                  2,775,153         2,511,818       15.7

Metals/           24,800    Euro-Nevada Mining
Non-Ferrous                 Corporation                             360,407           308,630        1.9
                  16,000    Franco-Nevada Mining Corp.
                            Ltd.                                    253,171           254,607        1.6
                                                                -----------       -----------      ------
                                                                    613,578           563,237        3.5
Miscella-         63,800    Aber Resources Ltd. (a)                 423,726           466,406        2.9
neous            224,400    Asia Pacific Resources
Materials &                 Ltd.(a)                                 490,340           488,324        3.1
Commodities                                                     -----------       -----------      ------
                                                                    914,066           954,730        6.0

                            Total Investments in Canada           4,302,797         4,029,785       25.2
</TABLE>


           May 31, 1999  18  Mercury Gold and Mining Fund


<TABLE>
SCHEDULE OF INVESTMENTS (CONTINUED)
<CAPTION>
                                                                              In US Dollars

                  Shares                                                           Value       Percent of
Industry           Held             Investments                    Cost          (Note 1a)     Net Assets
<S>             <C>         <S>                                 <S>               <S>             <C>
NORTH AMERICA (concluded)

United States

Gold Mines        28,700    Newmont Mining
                            Corporation                         $   502,763       $   511,219        3.2%

Metals/           15,500    Stillwater Mining
Non-Ferrous                 Company (a)                             417,244           495,031        3.1

Miscella-         35,000    CONSOL Energy Inc. (a)                  488,581           472,500        2.9
neous
Materials &
Commodities

                            Total Investments in the
                            United States                         1,408,588         1,478,750        9.2

                            Total Investments in
                            North America                         5,711,385         5,508,535       34.4

PACIFIC BASIN/ASIA

Australia

Gold Mines       432,000    Acacia Resources Limited                552,277           463,488        2.9
                 287,900    Delta Gold NL                           423,876           395,523        2.5
                   6,875    Goldfields Limited                        4,924             4,228        0.0
                 961,700    Normandy Mining Limited                 811,577           698,350        4.4

                            Total Investments in
                            Australia                             1,792,654         1,561,589        9.8

Papua New Guinea

Gold Mines       720,800    Lihir Gold Limited (a)                  621,565           518,702        3.2

                            Total Investments in Papua
                            New Guinea                              621,565           518,702        3.2

                            Total Investments in the
                            Pacific Basin/Asia                    2,414,219         2,080,291       13.0
</TABLE>


           May 31, 1999  19  Mercury Gold and Mining Fund


<TABLE>
SCHEDULE OF INVESTMENTS (CONCLUDED)
<CAPTION>
                                                                              In US Dollars

                 Face              Short-Term                                      Value       Percent of
                Amount             Securities                    Cost            (Note 1a)     Net Assets
<S>             <C>         <S>                                 <S>               <S>             <C>
US         US$ 1,290,000    Federal Home Loan
Government                  Bank, 4.68% due
Agency                      6/01/1999                          $  1,289,497      $  1,289,497        8.1%
Obligations***

                            Total Investments in
                            Short-Term Securities                 1,289,497         1,289,497        8.1

                            Total Investments                  $ 16,774,951        16,142,221      100.9
                                                               ============
                            Liabilities in Excess of
                            Other Assets                                             (136,254)      (0.9)
                                                                                 ------------      ------
                            Net Assets                                           $ 16,005,967      100.0%
                                                                                 ============      ======

<FN>
  *American Depositary Receipts (ADR).
 **Global Depositary Receipts (GDR).
***Certain US Government Agency Obligations are traded on a discount
   basis; the interest rate shown reflects the discount rate paid at
   the time of purchase by the Portfolio.
(a)Non-income producing security.
(b)The security may be offered and sold to "qualified institutional
   buyers" under Rule 144A of the Securities Act of 1933.

See Notes to Financial Statements.
</TABLE>


           May 31, 1999  20  Mercury Gold and Mining Fund

<TABLE>
STATEMENT OF ASSETS AND
LIABILITIES
<CAPTION>
As of May 31, 1999

MERCURY MASTER GOLD AND MINING PORTFOLIO
<S>                                                                         <C>              <C>
Assets:
Investments at value (identified cost--$16,774,951) (Note 1a)                                $ 16,142,221
Cash                                                                                                  542
Receivables:
 Securities sold                                                            $    330,350
 Dividends                                                                        43,271
 Contributions                                                                    17,489          391,110
                                                                            ------------
Prepaid expenses and other assets                                                                   8,043
                                                                                             ------------
Total assets                                                                                   16,541,916
                                                                                             ------------


Liabilities:
Payables:
 Securities purchased                                                            314,038
 Custodian bank (Note 1f)                                                        121,196
 Withdrawals                                                                      55,105
 Investment adviser (Note 2)                                                       6,000          496,339
                                                                            ------------
Accrued expenses and other liabilities                                                             39,610
                                                                                             ------------
Total liabilities                                                                                 535,949
                                                                                             ------------

Net Assets:

Net assets                                                                                   $ 16,005,967
                                                                                             ============

Net Assets Consist of:

Partners' capital                                                                            $ 16,638,180
Unrealized depreciation on investments and foreign currency
 transactions--net                                                                               (632,213)
                                                                                             ------------
Net assets                                                                                   $ 16,005,967
                                                                                             ============

See Notes to Financial Statements.
</TABLE>

           May 31, 1999  21  Mercury Gold and Mining Fund


<TABLE>
STATEMENT OF OPERATIONS
<CAPTION>
For the Period February 26, 1999++ to May 31, 1999

MERCURY MASTER GOLD AND MINING PORTFOLIO
<S>                                                                         <C>              <C>
Investment Income (Notes 1d & 1e):
Dividends (net of $2,737 foreign withholding tax)                                            $    108,908
Interest and discount earned                                                                       23,571
                                                                                             ------------
Total income                                                                                      132,479
                                                                                             ------------

Expenses:
Investment advisory fees (Note 2)                                           $     28,743
Custodian fees                                                                    23,921
Accounting services (Note 2)                                                      10,460
Trustees' fees and expenses                                                        6,100
Professional fees                                                                  3,000
Offering costs                                                                     2,647
Pricing fees                                                                       1,550
Other                                                                                317
                                                                            ------------
Total expenses before reimbursement                                               76,738
Reimbursement of expenses (Note 2)                                               (11,581)
                                                                            ------------
Total expenses                                                                                     65,157
                                                                                             ------------
Investment income--net                                                                             67,322
                                                                                             ------------

Realized & Unrealized Gain (Loss) on Investments &
Foreign Currency Transactions--Net (Notes 1b,
1c, 1e & 3):
Realized gain from:
 Investments--net                                                                559,860
 Foreign currency transactions--net                                               11,105          570,965
                                                                            ------------
Unrealized appreciation (depreciation) on:
 Investments--net                                                               (632,730)
 Foreign currency transactions--net                                                  517         (632,213)
                                                                            ------------     ------------
Net realized and unrealized loss on investments and foreign
 currency transactions                                                                            (61,248)
                                                                                             ------------
Net Increase in Net Assets Resulting from Operations                                         $      6,074
                                                                                             ============

<FN>
++Commencement of operations.

  See Notes to Financial Statements.
</TABLE>


           May 31, 1999  22  Mercury Gold and Mining Fund

<TABLE>
STATEMENT OF CHANGES
IN NET ASSETS
<CAPTION>
For the Period February 26, 1999++ to May 31, 1999

MERCURY MASTER GOLD AND MINING PORTFOLIO

Increase in Net Assets:

Operations:
<S>                                                                                          <C>
Investment income--net                                                                       $     67,322
Realized gain on investments and foreign currency transactions--net                               570,965
Unrealized depreciation on investments and foreign currency transactions--net                    (632,213)
                                                                                             ------------
Net increase in net assets resulting from operations                                                6,074
                                                                                             ------------
Net Capital Contributions:
Increase in net assets derived from net capital contributions                                  15,999,893
                                                                                             ------------
Net Assets:
Total increase in net assets                                                                   16,005,967
Beginning of period                                                                                    --
                                                                                             ------------
End of period                                                                                $ 16,005,967
                                                                                             ============
<FN>
++Commencement of operations.

  See Notes to Financial Statements.
</TABLE>

           May 31, 1999  23  Mercury Gold and Mining Fund


<TABLE>
FINANCIAL HIGHLIGHTS

MERCURY MASTER GOLD AND MINING PORTFOLIO
<CAPTION>
The following ratios have been derived from information provided in the
financial statements.                                                                       For the Period
                                                                                         February 26, 1999++
                                                                                           to May 31, 1999
<S>                                                                                          <C>
Ratios to Average Net Assets:
Expenses, net of reimbursement                                                                      1.70%*
                                                                                             ============
Expenses                                                                                            2.00%*
                                                                                             ============
Investment income--net                                                                              1.76%*
                                                                                             ============

Supplemental Data:
Net assets, end of period (in thousands)                                                     $     16,006
                                                                                             ============
Portfolio turnover                                                                                 32.95%
                                                                                             ============

<FN>
 *Annualized.
++Commencement of operations.

See Notes to Financial Statements.
</TABLE>


           May 31, 1999  24  Mercury Gold and Mining Fund


NOTES TO FINANCIAL STATEMENTS


MERCURY MASTER GOLD AND MINING PORTFOLIO

1 Significant Accounting Policies:
Mercury Master Gold and Mining Portfolio (the "Portfolio") is part
of Mercury Asset Management Master Trust (the "Trust"). The Trust is
registered under the Investment Company Act of 1940 and is organized
as a Delaware business trust. The Portfolio's financial statements
are prepared in accordance with generally accepted accounting
principles which may require the use of management accruals and
estimates. The following is a summary of significant accounting
policies followed by the Portfolio.

(a) Valuation of investments--Portfolio securities that are traded
on stock exchanges are valued at the last sale price as of the close
of business on the day the securities are being valued or, lacking
any sales, at the last available bid price for long positions and
the last available ask price for short positions. Securities traded
in the over-the-counter market are valued at the last available bid
price prior to the time of valuation. Securities traded both in the
over-the-counter market and on a stock exchange are valued according
to the broadest and most representative market. Short positions in
securities traded in the over-the-counter market are valued at the
last available ask price prior to the time of valuation. Options
written or purchased are valued at the last sale price in the case
of exchange-traded options. In the case of options traded in the
over-the-counter market, valuation is the last asked price (options
written) or the last bid price (options purchased). Short-term
securities are valued at amortized cost, which approximates market
value. Other investments, including futures contracts and related
options, are stated at market value. Securities and assets for which
market quotations are not readily available are valued at fair
market value, as determined in good faith by or under the direction
of the Trust's Board of Trustees.

(b) Derivative financial instruments--The Portfolio may engage in
various portfolio investment strategies to seek to increase its
return by hedging its holdings against adverse movements in the
equity, debt and currency markets. Losses may arise due to changes
in the value of the contract or if the counterparty does not perform
under the contract.

* Financial futures contracts--The Portfolio may purchase or sell
financial futures contracts and options on such futures contracts
for the purpose of hedging the market risk on existing securities or
the intended purchase of securities. Upon entering into a contract,
the Portfolio deposits and maintains as collateral such initial
margin as required by the exchange on which the transaction is


           May 31, 1999  25  Mercury Gold and Mining Fund


NOTES TO FINANCIAL STATEMENTS
(CONTINUED)


effected. Pursuant to the contract, the Portfolio agrees to receive
from or pay to the broker an amount of cash equal to the daily
fluctuation in value of the contract. Such receipts or payments are
known as variation margin and are recorded by the Portfolio as
unrealized gains or losses. When the contract is closed, the
Portfolio records a realized gain or loss equal to the difference
between the value of the contract at the time it was opened and the
value at the time it was closed.

* Options--The Portfolio is authorized to purchase and write call
and put options. When the Portfolio writes an option, an amount
equal to the premium received by the Portfolio is reflected as an
asset and an equivalent liability. The amount of the liability is
subsequently marked to market to reflect the current market value of
the option written. When a security is purchased or sold through an
exercise of an option, the related premium paid (or received) is
added to (or deducted from) the basis of the security acquired or
deducted from (or added to) the proceeds of the security sold. When
an option expires (or the Portfolio enters into a closing
transaction), the Portfolio realizes a gain or loss on the option to
the extent of the premiums received or paid (or a gain or loss to
the extent that the cost of the closing transaction exceeds the
premium paid or received).

Written and purchased options are non-income producing investments.

* Forward foreign exchange contracts--The Portfolio is authorized to
enter into forward foreign exchange contracts as a hedge against
either specific transactions or portfolio positions. Such contracts
are not entered on the Portfolios' records. However, the effect on
operations is recorded from the date the Portfolio enters into such
contracts.

* Foreign currency options and futures--The Portfolio may also
purchase or sell listed or over-the-counter foreign currency
options, foreign currency futures and related options on foreign
currency futures as a short or long hedge against possible
variations in foreign exchange rates. Such transactions may be
effected with respect to hedges on non-US dollar-denominated
securities owned by the Portfolio, sold by the Portfolio but not yet
delivered, or committed or anticipated to be purchased by the
Portfolio.

(c) Foreign currency transactions--Transactions denominated in
foreign currencies are recorded at the exchange rate prevailing when
recognized. Assets and liabilities denominated in foreign currencies
are valued at the exchange rate at the end of the period. Foreign
currency transactions are the result of settling (realized) or
valuing (unrealized) assets or liabilities expressed in foreign
currencies into US dollars. Realized and unrealized gains or losses
from investments include the effects of foreign exchange rates on
investments.


           May 31, 1999  26  Mercury Gold and Mining Fund



NOTES TO FINANCIAL STATEMENTS
(CONTINUED)


(d) Income taxes--The Portfolio is classified as a partnership for
Federal income tax purposes. As a partnership for Federal income tax
purposes, the Portfolio will not incur Federal income tax liability.
Items of partnership income, gain, loss and deduction will pass
through to investors as partners in the Portfolio. Therefore, no
Federal income tax provision is required. Under the applicable
foreign tax law, withholding taxes may be imposed on interest,
dividends, and capital gains at various rates.

(e) Security transactions and investment income--Security
transactions are accounted for on the date the securities are
purchased or sold (the trade dates). Dividend income is recorded on
the ex-dividend dates. Dividends from foreign securities where the
ex-dividend date may have passed are subsequently recorded when the
Portfolio has determined the ex-dividend date. Interest income
(including amortization of discount) is recognized on the accrual
basis. Realized gains and losses on security transactions are
determined on the identified cost basis.

(f) Custodian Bank--The Portfolio recorded an amount payable to the
Custodian Bank resulting from a timing difference of security
transaction settlements.

2 Investment Advisory Agreement and Transactions with Affiliates:
The Trust has entered into an Investment Advisory Agreement with
Mercury Asset Management International Ltd. ("Mercury
International"), an affiliate of Fund Asset Management, L.P.
("FAM"). The general partner of FAM is Princeton Services, Inc.
("PSI"), an indirect wholly-owned subsidiary of Merrill Lynch & Co.,
Inc. ("ML & Co."), which is the limited partner.

Mercury International is responsible for the management of the
Portfolios' investments and provides the necessary personnel,
facilities, equipment and certain other services necessary to the
operations of the Portfolio. For such services, the Portfolio pays a
monthly fee at an annual rate of 0.75% of the average daily value of
the Portfolios' net assets. The Trust has entered into a Sub-
Advisory Agreement with FAM with respect to the Portfolio, pursuant
to which FAM provides investment advisory services with respect to
the Portfolio's daily cash assets. Mercury International has agreed
to pay FAM a fee in an amount to be determined from time to time by
both parties but in no event in excess of the amount that Mercury
International actually receives for providing services to the Trust
pursuant to the Investment Advisory Agreement. For the period
February 26, 1999 to May 31, 1999, Mercury International earned fees
of $28,743, of which $11,581 was voluntarily waived.

Accounting services are provided to the Portfolio by FAM at cost.

Certain officers and/or trustees of the Trust are officers and/or
directors of Mercury Asset Management Funds, Inc., Mercury
International, FAM, PSI, and/or ML & Co.


           May 31, 1999  27  Mercury Gold and Mining Fund



NOTES TO FINANCIAL STATEMENTS
(CONCLUDED)


3 Investments:
Purchases and sales of investments, excluding short-term securities,
for the period February 26, 1999 to May 31, 1999 were $18,719,228
and $3,793,634, respectively.

Net realized gains for the period February 26, 1999 to May 31, 1999
and net unrealized gains (losses) as of May 31, 1999 were as
follows:

                                             Realized         Unrealized
                                              Gains         Gains (Losses)

Long-term investments                      $ 559,860           $(632,730)
Foreign currency transactions                 11,105                 517
                                           ---------           ---------
Total                                      $ 570,965           $(632,213)
                                           =========           =========

As of May 31, 1999, net unrealized depreciation for Federal income
tax purposes aggregated $728,819, of which $508,695 related to
appreciated securities and $1,237,514 related to depreciated
securities. At May 31, 1999, the aggregate cost of investments for
Federal income tax purposes was $16,871,040.

4 Commitments:
At May 31, 1999, the Portfolio had entered into foreign exchange
contracts under which it had agreed to purchase foreign currency
with an approximate value of $46,000.


           May 31, 1999  28  Mercury Gold and Mining Fund



<AUDIT-REPORT>
INDEPENDENT AUDITORS' REPORT


Mercury Master Gold and Mining Portfolio

The Board of Trustees and Shareholders,
Mercury Master Gold and Mining Portfolio (One of the Series constituting
Mercury Asset Management Master Trust):

We have audited the accompanying statement of assets and liabilities
of Mercury Master Gold and Mining Portfolio, including the schedule
of investments, as of May 31, 1999, the related statements of
operations and changes in net assets, and the financial highlights
for the period February 26, 1999 (commencement of operations) to May
31, 1999. These financial statements and financial highlights are
the responsibility of the Portfolio's management. Our responsibility
is to express an opinion on these financial statements and financial
highlights based on our audit.

We conducted our audit in accordance with generally accepted
auditing standards. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial
statements and the financial highlights are free of material
misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements.
Our procedures included confirmation of securities owned at May 31,
1999 by correspondence with the custodian and brokers; where replies
were not received from brokers, we performed other auditing
procedures. An audit also includes assessing the accounting
principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation. We
believe that our audit provides a reasonable basis for our opinion.

In our opinion, such financial statements and financial highlights
present fairly, in all material respects, the financial position of
Mercury Master Gold and Mining Portfolio as of May 31, 1999, the
results of its operations, the changes in its net assets, and the
financial highlights for the period February 26, 1999 (commencement
of operations) to May 31, 1999 in conformity with generally accepted
accounting principles.



Deloitte & Touche LLP
Princeton, New Jersey
July 19, 1999


           May 31, 1999  29  Mercury Gold and Mining Fund



PORTFOLIO INFORMATION


WORLDWIDE INVESTMENTS AS OF May 31, 1999 (unaudited)


                                                        Percent of
Ten Largest Holdings                                    Net Assets

Driefontein Consolidated
Limited                                                    5.1%

Impala Platinum Holdings
Limited                                                    4.8

Compania de Minas
Buenaventura SA*                                           4.8

AngloGold Limited                                          4.7

Normandy Mining Limited                                    4.4

Barrick Gold Corporation                                   4.1

Ashanti Goldfields Company
Ltd. (GDR)                                                 3.8

Anglo American Platinum
Corporation Limited                                        3.6

Anglo American PLC                                         3.3

Lihir Gold Limited                                         3.2

[FN]
*Includes combined holdings.


           May 31, 1999  30  Mercury Gold and Mining Fund



OFFICERS AND DIRECTORS


Jeffrey M. Peek, Director and President
David O. Beim, Director
James T. Flynn, Director
W. Carl Kester, Director
Karen P. Robards, Director
Terry K. Glenn, Director and
   Executive Vice President
Peter John Gibbs, Senior Vice President
Donald C. Burke, Vice President and
   Treasurer
Robert E. Putney, III, Secretary


Custodian
Brown Brothers Harriman & Co.
40 Water Street
Boston, MA 02109

Transfer Agent
Financial Data Services, Inc.
4800 Deer Lake Drive East
Jacksonville, FL 32246-6484

(888) 763-2260


           May 31, 1999  31  Mercury Gold and Mining Fund



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