MERRILL LYNCH PACIFIC FUND INC
N-30D, 1994-08-23
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MERRILL
LYNCH
PACIFIC
FUND, INC.


Semi-Annual Report   June 30, 1994



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.

Merrill Lynch
Pacific Fund, Inc.
Box 9011
Princeton, NJ
08543-9011




<PAGE>
MERRILL LYNCH PACIFIC FUND, INC.


DEAR SHAREHOLDER

For the quarter ended June 30, 1994, Merrill Lynch Pacific Fund,
Inc.'s Class A and Class B Shares had total investment returns of
+5.72% and +5.44%, respectively, compared to a 10.30% gain for the
unmanaged Morgan Stanley Capital International Pacific Basin Index.
For the six months ended June 30, total returns for the Fund's Class
A and Class B Shares were +9.81% and +9.26%, respectively, compared
to +19.27% for the Pacific Basin Index. (Complete performance
information, including average annual total returns, can be found on
pages 4, 5 and 6 of this report to shareholders.)

When we analyze Merrill Lynch Pacific Fund's performance, the
benchmark we use has a lower weighting in Japan than popular market-
weighted indexes. This is because corporate cross ownership of
shares in Japan inflates stock market capitalization, as discussed
in our last report to shareholders. However, even when comparing the
Fund's performance to the performance of an index with a more
accurate Japanese stock market weighting, the Fund has had a
relatively poor six months. Our yen forward selling early in the
year, relative overweightings in Southeast Asia and stock selection
in all of our markets have all impeded performance. We are currently
refocusing our research efforts on stock selection in response to
this relative underperformance.

Japanese Stock Market & Currency Outlook
The key question that Pacific Basin investors are asking at this
time is whether the Japanese stock market rally will be sustained or
whether the market's 1994 performance will be a replay of 1993. Last
year, the Nikkei 225 Stock Index rallied to 21,000 from 17,000, only
to fall back again very sharply in the last half of the year, giving
back almost all its gains and ending the year at virtually the same
level at which it began. Closely related to the question of
potential Japanese stock market performance is whether the weakness
seen in the Southeast Asian stock markets thus far in 1994 is simply
a normal correction following their buoyant performances in 1993, or
if recent performance is just a preview for even more significant
declines.

Japanese and Southeast Asian stock market prospects are related,
since worldwide liquidity (particularly institutional investors'
capital flows) was an important contributor to the extraordinary
performances of Southeast Asian stock markets, especially in the
final quarter of 1993. Moreover, capital flows may also help explain
the yen's strength relative to the US dollar.
<PAGE>
Regarding the yen, in previous reports to shareholders we have often
stated our view that the yen will weaken relative to the US dollar.
This has not occurred. One possible reason for continued yen
strength has been suggested by William P. Sterling, Manager,
International Economics, Merrill Lynch Global Securities Research &
Economics Group. Sterling notes that Japan's current account surplus
has gotten higher over the past few years. This trend, combined with
the Japanese reluctance to recycle this surplus through purchase of
US dollar-denominated assets such as government bonds and real
estate, puts upward pressure on the yen. Sterling concludes that as
long as Japan's basic balance (which is the current account balance
plus the balance on long-term capital transactions) remains positive
and large, the yen will tend to strengthen relative to the US
dollar. This will only change when Japan eases domestic credit
conditions and starts recycling its surplus again.

While Sterling's rationale for continued yen strength may be
correct, we continue to believe that some risk remains that the yen
will weaken relative to the US dollar, since the yen is overvalued
on a purchasing power parity basis. Therefore, we continue to hedge
against a weaker yen to some degree. We own the same yen put options
as we did during the March quarter. They have declined in value and
consequently represent a smaller portion of the portfolio and
therefore hedge less of the yen exposure.

The other capital flow occurrence that currently may be affecting
the currency is a recent Ministry of Finance (MoF) accounting rule
change regarding the valuation of fixed-income securities held by
insurance companies. Now, insurance companies may carry their
Japanese government bond holdings at acquisition cost rather than
market value. This change relieves the insurers of the burden of
ever marking down their portfolios in one particular asset class.
Marking down portfolios limits the insurers' capacity to underwrite
insurance. Therefore, this accounting change makes Japanese
government bonds a more attractive investment than foreign issues.

It may appear unusual that the MoF would implement such a change
that results in a stronger yen and thereby undercuts the
international competitiveness of Japanese exports. However, the
negative impact on Japan's export-oriented corporations may be far
less important than the need to bolster the government's
deteriorating finances. At this time, government borrowing is
necessary. The government must continue to stimulate the domestic
economy to lift the country out of its worst post-World War II
recession. In order to finance this enormous fiscal stimulation
package the government must issue deficit bonds. To attract buyers
to these bonds without paying much higher interest rates, the MoF
may have decided to change the accounting rules and create a large
class of buyers for its bonds.
<PAGE>
Therefore, while export-related areas of Japanese industry suffer
from a stronger yen, it may be that yen strength is the price Japan
must pay to achieve the much-needed fiscal stimulation at a
reasonable cost to the Japanese government's finances. Not only does
this explain why the yen continues to strengthen, but it also makes
us more convinced that the Japanese government is resolved to
stimulate the domestic economy. This stimulation might be sufficient
to provide the corporate revenue and earnings growth necessary to
justify current or higher Japanese stock prices, in our view.

Japanese Investments Increased
In our view, a Japanese economic recovery is taking place, albeit
slowly, largely through government stimulus. There is some evidence
that the economic pick up will increase corporate profits
sufficiently to justify further stock market appreciation. Although
we have doubts about the sustainability of overall corporate
profitability at high enough levels to prolong the rally, we are
comfortable with our almost 70% current weighting in Japan, an
increase from the nearly 63% exposure at the end of March.

However, we are not seeking a broader exposure to the Japanese stock
market as a whole. Our purchases have instead served to increase the
concentration of our investments in some key Japanese holdings,
which currently are selling at even more attractive valuations.
During the June quarter we increased positions in Toyo Seikan
Kaisha, Ltd., Dai-Tokyo Fire & Marine Insurance Co., Ltd., Nichido
Fire & Marine Insurance Co., Ltd., Tokio Marine & Fire Insurance
Co., Ltd., Ito-Yokado Co., Ltd., Canon, Inc., Hitachi, Ltd. and
Mitsubishi Heavy Industries, Ltd. Our investments in each of these
companies now represent significant commitments. We expect to
continue to gradually increase our investments in the Fund's key
positions, creating a more concentrated portfolio, similar to the
Merrill Lynch Pacific Fund portfolio throughout most of the 1980s.
This emphasis on individual stock selection rather than general
market exposure incurs greater specific stock risk. Therefore, the
Fund's performance will be more closely linked to the performances
of its largest holdings.
<PAGE>
Increased Investment in Hong Kong Utilities
Greater capital flows into Japan by both domestic and foreign
investors suggests that the outlook for the Southeast Asian stock
markets may be less positive. Furthermore, since interest rates in
many of these countries move in tandem with those in the United
States, higher US interest rates also negatively impact Southeast
Asian stock markets. Although some Southeast Asian stock markets had
clearly reached speculative levels as 1993 drew to a close, it was
not clear to us that the Hong Kong stock market was overvalued at
the beginning of 1994. Now that Hong Kong stocks have declined by
approximately 30% from their 1993 highs, historical valuation
measures are more attractive. However, much of the value perceived
in Hong Kong in 1993 related to future business prospects in The
People's Republic of China, and these prospects may be regarded as
less positive now than at the beginning of 1994. It is certain that
the liquidity infusion that drove share prices higher in Hong Kong
and other Southeast Asian stock markets has abated for the time
being, and may now be directed toward Japanese stocks.

Nevertheless, we are expanding our investments in Hong Kong
utilities. We prefer to either purchase shares of good companies
selling at modest valuations or those of very good companies selling
at reasonable valuations. Our investments in Hong Kong utilities--
China Light & Power Co., Ltd., Hong Kong & China Gas Co., Ltd. and
Hong Kong Telecommunications, Ltd.--fall into the latter category.
As the Hong Kong stock market has declined, share prices of these
utilities have declined sufficiently so that we can build back our
positions. We have no particular view of the direction of the Hong
Kong stock market in the near term, other than the effects of the
negative flow of funds as we have discussed. However, we do believe
that each of these three utilities have very good businesses and are
now reasonably valued.

In Conclusion
We thank you for your investment in Merrill Lynch Pacific Fund,
Inc., and we look forward to reviewing our outlook and strategy with
you again in our next report to shareholders.

Sincerely,



(Arthur Zeikel)
Arthur Zeikel
President




(Stephen I. Silverman)
Stephen I. Silverman
Vice President and Portfolio Manager
<PAGE>



August 4, 1994





OFFICERS AND DIRECTORS

Arthur Zeikel, President and Director
Donald Cecil, Director
Edward H. Meyer, Director
Charles C. Reilly, Director
Richard R. West, Director
Terry K. Glenn, Executive Vice President
Norman R. Harvey, Senior Vice President
Donald C. Burke, Vice President
Stephen I. Silverman, Vice President and
   Portfolio Manager
Gerald M. Richard, Treasurer
Robert Harris, Secretary

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

Transfer Agent
Financial Data Services, Inc.
Transfer Agency Mutual Fund Operations
4800 Deer Lake Drive East
Jacksonville, Florida 32246-6484
(800) 637-3863



PERFORMANCE DATA

None of the past results shown should be considered a representation
of future performance. Investment return and principal value of
Class A and Class B Shares will fluctuate so that shares, when
redeemed, may be worth more or less than their original cost.
"Results of a $1,000 Investment Since Inception" chart measures
performance since inception and may not reflect results of
investments made at any other time.
<PAGE>

Results of a $1,000 Investment Since Inception--Class A Shares

GRAPHIC MATERIAL APPEARS HERE. SEE APPENDIX,
GRAPHIC AND IMAGE MATERIAL: Item 1.



Average Annual Total Return

                                      % Return Without  % Return With
                                        Sales Charge    Sales Charge**

Class A Shares*

Year Ended 6/30/94                         +20.20%         +12.39%
Five Years Ended 6/30/94                   +12.64          +11.14
Ten Years Ended 6/30/94                    +21.35          +20.54

[FN]
 *Maximum sales charge is 6.5%.
**Assuming maximum sales charge.


                                          % Return         % Return
                                        Without CDSC      With CDSC**

Class B Shares*

Year Ended 6/30/94                         +18.93%         +14.93%
Five Years Ended 6/30/94                   +11.50          +11.50
Inception (10/21/88) through 6/30/94       +10.58          +10.58
[FN]
 *Maximum contingent deferred sales charge is 4% and is reduced
  to 0% after 4 years.
**Assuming payment of applicable contingent deferred sales charge.

<PAGE>
PERFORMANCE DATA (continued)

<TABLE>
Performance Summary--Class A Shares
<CAPTION>
                                    Net Asset Value      Capital Gains
Period Covered                   Beginning      Ending    Distributed   Dividends Paid*  % Change**
<C>                               <C>         <C>           <C>             <C>           <C>
9/23/76--12/31/76                 $  9.30     $  9.81          --             --          + 5.48%
1977                                 9.81        9.20          --           $0.050        - 5.73
1978                                 9.20       14.48       $ 0.070          0.020        +58.87
1979                                14.48        8.96         3.340          0.120        -23.40
1980                                 8.96       12.11          --            0.220        +38.49
1981                                12.11       12.78         1.460          0.230        +22.22
1982                                12.78       12.07         0.420          0.320        + 0.46
1983                                12.07       16.04         0.180          0.290        +38.54
1984                                16.04       15.43         0.950          0.090        + 2.92
1985                                15.43       19.59         1.380          0.160        +40.96
1986                                19.59       34.32         0.190          0.110        +77.78
1987                                34.32       16.15        22.154          0.183        +10.77
1988                                16.15       19.11         2.064          0.196        +34.38
1989                                19.11       20.65         1.042          0.061        +14.49
1990                                20.65       16.52         1.668          0.766        - 8.39
1991                                16.52       18.34         0.521          0.433        +17.04
1992                                18.34       15.80         0.221          0.741        - 8.75
1993                                15.80       21.21          --            0.027        +34.41
1/1/94--6/30/94                     21.21       23.29          --             --          + 9.81
                                                            -------         ------
                                                      Total $35.660   Total $4.017

                                                Cumulative total return as of 6/30/94: +1,709.25%**

<FN>
 *Figures may include short-term capital gains distributions.
**Figures assume reinvestment of all dividends and capital gains
  distributions at net asset value on the ex-dividend date, and do not
  include sales charge; results would be lower if sales charge was
  included.
</TABLE>

<PAGE>
<TABLE>
Performance Summary--Class B Shares
<CAPTION>
                                    Net Asset Value      Capital Gains
Period Covered                   Beginning     Ending     Distributed   Dividends Paid*  % Change**
<C>                                <C>         <C>           <C>            <C>           <C>
10/21/88--12/31/88                 $17.93      $19.09        $1.034         $0.171        +13.37%
1989                                19.09       20.49         1.042           --          +13.39
1990                                20.49       16.30         1.668          0.653        - 9.29
1991                                16.30       18.01         0.521          0.322        +15.87
1992                                18.01       15.34         0.221          0.726        - 9.72
1993                                15.34       20.41          --             --          +33.05
1/1/94--6/30/94                     20.41       22.30          --             --          + 9.26
                                                             ------         ------
                                                       Total $4.486   Total $1.872

                                                   Cumulative total return as of 6/30/94: +77.31%**

<FN>
 *Figures may include short-term capital gains distributions.
**Figures assume reinvestment of all dividends and capital gains
  distributions at net asset value on the ex-dividend date, and do not
  reflect deduction of any sales charge; results would be lower if
  sales charge was deducted.
</TABLE>

PERFORMANCE DATA (concluded)

<PAGE>
<TABLE>
Recent Performance Results*
<CAPTION>
                                                                           Market Performance            Market Capitalization
                                                                    In Local Currency/In US Dollars         (as of 3/31/94)
                                                                   3 Month                12 Month     In US Dollars   % of Total
                                                                  % Change                % Change       (Billions)     (100.0%)
<S>                                                              <C>                   <C>                 <C>             <C>
ML Pacific Fund, Inc. Class A Shares                               +5.72%                 +20.05%
ML Pacific Fund, Inc. Class B Shares                               +5.44                  +18.93
ML Pacific Fund, Inc. Class A Shares--Total Investment Return      +5.72                  +20.20(1)
ML Pacific Fund, Inc. Class B Shares--Total Investment Return      +5.44                  +18.93
Market-Weighted Index**                                            +9.79(2)               +14.93(3)
Japan**                                                          +7.04/+11.44          + 5.88/+14.16       $3,346          81.9%
Australia**                                                      -3.12/+ 0.90          +14.44/+25.77          195           4.8
Singapore**                                                      +4.22/+ 7.19          +19.71/+27.33          118           2.9
Malaysia**                                                       +6.18/+ 9.39          +40.27/+38.40          161           3.9
Hong Kong**                                                      -3.01/- 3.03          +23.37/+23.61          266           6.5

<FN>
(1)Percent change includes reinvestment of $0.027 per share ordinary
   income dividends.
(2)3/31/94 market weights used in this computation. The Market-
   Weighted Index return and individual country returns do not include
   dividends.
(3)6/30/93 market weights used in this computation. The Market-
   Weighted Index return and individual country returns do not include
   dividends.
  *Investment results shown for the 3-month and 12-month periods are
   before the deduction of any sales charges.
 **Unmanaged. The Market-Weighted Index weights the US dollar-
   adjusted Pacific Basin stock market returns by the relative market
   capitalization of each individual country on the appropriate date.
</TABLE>


<PAGE>
PORTFOLIO INFORMATION


For the Quarter Ended June 30, 1994

                                                 Percent of
Ten Largest Equity Holdings                      Net Assets

Toyo Seikan Kaisha, Ltd.                               4.1%
Ito-Yokado Co., Ltd.                                   3.4
Nichido Fire & Marine Insurance Co., Ltd.              3.3
Dai-Tokyo Fire & Marine Insurance Co., Ltd.            3.1
Mitsubishi Heavy Industries, Ltd.                      3.1
Tokio Marine & Fire Insurance Co., Ltd.                3.0
Hitachi, Ltd.                                          2.9
Murata Manufacturing Co., Ltd.                         2.8
Koa Fire & Marine Insurance Co., Ltd.                  2.5
Matsushita Electric Industrial Co., Ltd.               2.4



Additions

City Development (Rights)
Hong Kong and China Gas Co., Ltd. (Warrants)
Shivalik Projects Ltd.
Sumitomo Marine & Fire Insurance Co. Ltd.
Sungei Way Holdings BHD (Rights)
Sungei Way Holdings BHD TSR (Rights)


<PAGE>
Deletions

Berjaya Singer BHD
Berjaya Singer BHD, 5.00% due 9/15/1998
Berjaya Singer BHD (Rights)
Berjaya Singer TSR
Citic Pacific, Ltd.
Daiwa House #4 US$ (Warrants)
Great Eastern Shipping (ADR)
Hang Lung Development Co., Ltd. (Warrants)
Hanil Bank
Heiwa Corp.
Indian Rayon & Industries, Ltd. (GDR)
Indo Gulf Fertilizer (GDR)
Korea First Bank
Malayan Cement BHD
Nippon Telegraph & Telephone Corp.
Nisshinbo Industries, Inc.
SCICI, Ltd.
Shin Han Bank
Sterlite Industries, 3.50% due 6/30/1999
Thai Farmers Bank Limited
Times Publishing, Ltd.



<TABLE>
SCHEDULE OF INVESTMENTS 
<CAPTION>
                    Shares Held/                                                                      Value     Percent of
Industry            Face Amount                 Investments                         Cost            (Note 1a)   Net Assets

Japanese Securities
<S>            <C>                 <S>                                        <C>                <C>                 <C>
Automobile           2,376,000     Suzuki Motor Corp.                         $   21,327,773     $   31,583,562      2.2%
                     1,150,000     Toyota Motor Corp.                             16,537,556         25,788,940      1.8
                                                                              --------------     --------------    ------
                                                                                  37,865,329         57,372,502      4.0


Beverage               363,000     Chukyo Coca-Cola Bottling Co., Ltd.             5,223,326          5,083,105      0.4
                       421,000     Hokkaido Coca-Cola Bottling Co., Ltd.           6,354,142          6,749,670      0.5
                       381,000     Kinki Coca-Cola Bottling Co., Ltd.              7,350,583          7,732,116      0.5
                       433,000     Mikuni Coca-Cola Bottling Co., Ltd.             7,892,009          7,205,682      0.5
                       428,000     Sanyo Coca-Cola Bottling Co., Ltd.              7,040,767          6,861,898      0.5
                                                                              --------------     --------------    ------
                                                                                  33,860,827         33,632,471      2.4

<PAGE>
Capital Goods        5,500,000     Mitsubishi Heavy Industries, Ltd.              36,111,275         44,033,486      3.1
                           720     Mitsubishi Heavy Industries, Ltd.,
                                   #3 US$(Warrants)(a)                               588,000            580,500      0.0
                                                                              --------------     --------------    ------
                                                                                  36,699,275         44,613,986      3.1


Chemicals            1,400,000     Shin-Etsu Chemical Co., Ltd.                   24,090,347         29,974,632      2.1


Consumer             1,894,000     Matsushita Electric Industrial Co., Ltd.       23,636,780         34,785,794      2.4
Electronics    Yen 409,000,000     Matsushita Electric Works, Ltd.--C.E.W.
                                   #8, 2.70% due 5/31/2002                         4,543,869          5,200,173      0.4
                       489,000     Sony Corp.                                     26,242,474         30,019,787      2.1
                                                                              --------------     --------------    ------
                                                                                  54,423,123         70,005,754      4.9


Containers           1,800,000     Toyo Seikan Kaisha, Ltd.                       31,538,847         58,447,489      4.1


Electric               611,000     Chudenko Corp.                                 17,046,408         25,357,585      1.8
Construction           365,000     Sanki Engineering Co., Ltd.                     4,364,800          4,962,963      0.4
                       800,000     Taihei Dengyo Kaisha, Ltd.                     19,865,480         23,378,995      1.6
                                                                              --------------     --------------    ------
                                                                                  41,276,688         53,699,543      3.8


Electric             4,000,000     Hitachi, Ltd.                                  37,996,786         41,806,190      2.9
Equipment              854,000     Murata Manufacturing Co., Ltd.                 24,295,689         40,208,625      2.8
                       520,000     Rohm Co., Ltd.                                 17,691,365         24,166,413      1.7
                     2,045,000     Sumitomo Electric Industries, Ltd.             23,549,160         31,333,841      2.2
                           169     Sumitomo Electric Industries, Ltd., #1 Yen
                                   (Warrants)(a)                                     185,351            363,551      0.0
                       923,000     The Nippon Signal Co., Ltd.                    13,935,321         11,988,229      0.8
                                                                              --------------     --------------    ------
                                                                                 117,653,672        149,866,849     10.4


Iron & Steel           470,000     Maruichi Steel Tube, Ltd.                       5,931,543          8,584,475      0.6


Office               1,955,000     Canon, Inc.                                    25,478,614         34,319,127      2.4
Equipment               14,250     Canon, Inc. #2 DM (Warrants)(a)                 1,741,131          1,949,538      0.1
                         2,250     Canon, Inc. #4 US$ (Warrants)(a)                2,434,375          2,714,063      0.2
                                                                              --------------     --------------    ------
                                                                                  29,654,120         38,982,728      2.7
</TABLE>

<PAGE>
<TABLE>
SCHEDULE OF INVESTMENTS (continued)
<CAPTION>
                    Shares Held/                                                                      Value     Percent of
Industry            Face Amount                     Investments                     Cost            (Note 1a)   Net Assets

Japanese Securities (concluded)
<S>               <C>              <S>                                        <C>                <C>                 <C>
Pharmaceuticals      1,164,000     Sankyo Co., Ltd.                           $   28,615,316     $   25,984,779      1.8%
                       672,000     Taisho Pharmaceutical Co., Ltd.                 9,783,498         13,433,181      0.9
                                                                              --------------     --------------    ------
                                                                                  38,398,814         39,417,960      2.7


Photography            885,000     Fuji Photo Film Co., Ltd.                      20,866,376         19,756,469      1.4


Property &           5,700,000     Dai-Tokyo Fire & Marine Insurance Co.,
Casualty                           Ltd.                                           32,260,159         44,709,285      3.1
Insurance            4,492,000     Fuji Fire & Marine Insurance Co., Ltd.         16,261,457         32,134,551      2.2
                     4,796,000     Koa Fire & Marine Insurance Co., Ltd.          28,347,268         35,525,926      2.5
                     5,338,000     Nichido Fire & Marine Insurance Co., Ltd.      26,925,257         48,098,874      3.3
                     2,680,000     Sumitomo Marine & Fire Insurance Co. Ltd.      25,396,350         26,188,128      1.8
                     3,293,000     Tokio Marine & Fire Insurance Co., Ltd.        31,567,953         42,436,428      3.0
                                                                              --------------     --------------    ------
                                                                                 160,758,444        229,093,192     15.9


Retailing              896,000     Ito-Yokado Co., Ltd.                           35,333,284         49,550,482      3.4
                       362,000     Sangetsu Co., Ltd.                              8,312,345         12,819,685      0.8
                       389,400     Senshukai Co., Ltd.                             6,286,430         13,631,963      0.9
                       208,000     Shimachu Co., Ltd.                              3,046,441          8,379,097      0.5
                                                                              --------------     --------------    ------
                                                                                  52,978,500         84,381,227      5.6


Transportation       2,444,000     Nippon Express Co., Ltd.                       24,955,299         26,039,574      1.8


                                   Total Investments in Japan                    710,951,204        943,868,851     65.5



Australian Securities

Diversified          2,250,000     BTR Nylex Ltd.                                  4,919,240          4,732,344      0.3

<PAGE>
Food & Beverage      5,941,989     Burns Philp & Co., Ltd.                        17,073,413         15,188,021      1.0
                     3,791,273     Coca-Cola Amatil, Ltd.                         14,483,725         22,980,763      1.6
                     2,271,400     Goodman Fielder Ltd.                            2,855,888          2,139,856      0.2
                                                                              --------------     --------------    ------
                                                                                  34,413,026         40,308,640      2.8


Paper & Packaging    2,589,618     AMCOR Ltd.                                     18,728,076         17,134,254      1.2


Property             2,195,328     Lend Lease Corp.                               27,759,501         26,132,943      1.8
                  A$ l,500,000     Lend Lease Finance International, 4.75%
                                   due 6/01/2003                                   1,736,250          1,612,500      0.1
                                                                              --------------     --------------    ------
                                                                                  29,495,751         27,745,443      1.9


                                   Total Investments in Australia                 87,556,093         89,920,681      6.2
</TABLE>

<TABLE>
SCHEDULE OF INVESTMENTS (continued)
<CAPTION>
                    Shares Held/                                                                      Value     Percent of
Industry            Face Amount                 Investments                         Cost            (Note 1a)   Net Assets

Hong Kong Securities
<S>                 <C>            <S>                                        <C>                <C>                 <C>
Construction         3,066,000     Paul Y-ITC Construction Holdings, Inc.     $    1,070,608     $      662,469      0.0%


Property             4,407,000     Hang Lung Development Co., Ltd.                 3,560,209          6,842,282      0.5


Service                433,100     Hong Kong Aircraft Engineering Co. Ltd.         2,670,089          2,381,518      0.1


Utilities            6,623,800     China Light & Power Co., Ltd.                   7,321,120         33,851,740      2.4
                    10,423,200     Hong Kong & China Gas Co., Ltd.                18,409,415         19,959,032      1.4
                       868,600     Hong Kong & China Gas Co., Ltd.
                                   (Warrants)(a)                                           0            382,099      0.0
                     6,446,800     Hong Kong Telecommunications, Ltd.             11,199,792         12,177,938      0.9
                       670,500     Hong Kong Telecommunications, Ltd.
                                   (ADR)(b)                                        4,896,660         12,571,875      0.9
                                                                              --------------     --------------    ------
                                                                                  41,826,987         78,942,684      5.6


                                   Total Investments in Hong Kong                 49,127,893         88,828,953      6.2


Indian Securities
<PAGE>
Broadcast/Media        700,000     Shivalik Projects Ltd.                          4,016,896          4,017,217      0.3


Shipping               250,000     Great Eastern Shipping                          1,057,768            637,653      0.0
                        70,000     Great Eastern Shipping (New)                       22,316            178,543      0.0
                                                                              --------------     --------------    ------
                                                                                   1,080,084            816,196      0.0


                                   Total Investments in India                      5,096,980          4,833,413      0.3


Indonesian Securities

Food                   136,000     PT Charoen Pokphand Indonesian                    622,002            589,206      0.0


Pharmaceuticals      1,634,000     PT Kalbe Farma                                  5,525,626          5,572,936      0.4


                                   Total Investments in Indonesia                  6,147,628          6,162,142      0.4


Malaysian Securities

Building &           2,400,000     Sungei Way Holdings BHD                         5,728,884          7,191,149      0.5
Construction           400,000     Sungei Way Holdings BHD (Rights)(d)                     0                  0      0.0
                       400,000     Sungei Way Holdings BHD TSR (Rights)(d)                 0                  0      0.0
                                                                              --------------     --------------    ------
                                                                                   5,728,884          7,191,149      0.5


Diversified          3,000,000     Sime Darby BHD                                  7,022,934          7,606,023      0.5


Forest Products        412,000     Aokam Perdana BHD ("A")                         2,121,509          2,374,001      0.2
                     1,030,000     Aokam Perdana BHD (Ordinary)                    6,864,359          6,488,937      0.5
                                                                              --------------     --------------    ------
                                                                                   8,985,868          8,862,938      0.7


Leisure                750,000     Genting BHD                                     1,759,320          9,058,090      0.6
                     1,450,000     Resorts World BHD                               2,382,084          8,355,101      0.6
                                                                              --------------     --------------    ------
                                                                                   4,141,404         17,413,191      1.2


                                   Total Investments in Malaysia                  25,879,090         41,073,301      2.9
</TABLE>

<PAGE>
<TABLE>
SCHEDULE OF INVESTMENTS (continued)
<CAPTION>
                                                                                                      Value     Percent of
Industry            Shares Held                 Investments                         Cost            (Note 1a)   Net Assets

Singaporean Securities
<S>                 <C>            <S>                                        <C>                <C>                 <C>
Airlines             1,168,000     Singapore Airlines, Ltd.--Foreign
                                   Registered                                 $    6,389,427     $    9,659,862      0.7%


Banking                317,500     Development Bank of Singapore, Ltd.--
                                   Foreign Registered                              2,411,221          3,042,665      0.2


Electronics            610,000     Creative Technology, Ltd.                       7,609,990         10,522,500      0.7


Food                 3,600,000     Cerebos Pacific Ltd.                            5,153,632         18,313,095      1.2


Property               888,000     City Development                                4,164,079          3,759,501      0.3
                       177,600     City Development (Rights)(e)                            0                  0      0.0
                       905,000     First Capital Corp. Ltd.                        3,465,885          2,934,493      0.2
                                                                              --------------     --------------    ------
                                                                                   7,629,964          6,693,994      0.5


Transportation         300,000     Singapore Bus Co. Ltd.--Foreign
                                   Registered                                      1,060,285          2,579,587      0.2


                                   Total Investments in Singapore                 30,254,519         50,811,703      3.5


South Korean Securities

Automobile               8,286   ++Kia Motors Corp.(GDS)(c)                          267,155            229,936      0.0


Textiles                 3,080     Taekwang Industries Co.                           716,353          1,701,843      0.1


                                   Total Investments in South Korea                  983,508          1,931,779      0.1


Taiwanese Securities

Steel                   76,400   ++China Steel Corp. (ADR)(b)                      1,390,480          1,413,400      0.1

<PAGE>
                                   Total Investments in Taiwan                     1,390,480          1,413,400      0.1


Thai Securities

Banking                 59,100     Bangkok Bank Public Co., Ltd.                     419,378            448,622      0.3


                                   Total Investments in Thailand                     419,378            448,622      0.3
<CAPTION>
                         Face
                        Amount

Short-Term Securities
<S>                <C>             <S>                                        <C>                <C>                 <C>
Commercial Paper*  $15,000,000     CSW Credit Inc., 4.35% due 7/01/1994           15,000,000         15,000,000      1.0
                    62,423,000     General Electric Capital Corp., 4.30%
                                   due 7/01/1994                                  62,423,000         62,423,000      4.3
                    20,000,000     Miles Inc., 4.25% due 7/12/1994                19,974,028         19,974,028      1.4
                    30,000,000     Nomura Holding America Inc., 4.30%
                                   due 7/29/1994                                  29,899,667         29,899,667      2.1
                    20,000,000     Preferred Receivables Funding Corp.,
                                   4.32% due 7/11/1994                            19,976,000         19,976,000      1.4
                    10,000,000     USL Capital Corp., 4.30% due 7/25/1994          9,971,333          9,971,333      0.7
                                                                              --------------     --------------    ------
                                                                                 157,244,028        157,244,028     10.9


US Government &      4,000,000     United States Treasury Bills, 4.12%
Agency                             due 9/15/1994                                   3,965,209          3,963,923      0.2
Obligations*


                                   Total Investments in Short-Term
                                   Securities                                    161,209,237        161,207,951     11.1
</TABLE>

<TABLE>
SCHEDULE OF INVESTMENTS (concluded)
<CAPTION>

                      Par                                                        Premiums            Value      Percent of
Industry             Value                        Issue                            Paid            (Note 1a)    Net Assets 

Currency Put Options Purchased
<S>               <C>              <S>                                        <C>                <C>                 <C>
                  $600,000,000     Japanese Yen Expiring March 1995 at
                                   Yen 106.5                                  $   16,002,000     $    5,913,000     0.4%

<PAGE>
                                   Total Currency Put Options Purchased           16,002,000          5,913,000      0.4


Total Investments                                                             $1,095,018,010      1,396,413,796     97.0
                                                                              ==============
Unrealized Appreciation on Forward Foreign Exchange Contracts**                                       5,026,958      0.3
Variation Margin on Stock Index Futures Contracts***                                                    868,167      0.1
Other Assets Less Liabilities                                                                        37,735,451      2.6
                                                                                                 --------------    ------
Net Assets                                                                                       $1,440,044,372    100.0%
                                                                                                 ==============    ======

<FN>
(a)Warrants entitle the Fund to purchase a predetermined
   number of shares of Common Stock. The purchase price and
   number of shares are subject to adjustment under certain
   conditions until the expiration date.
(b)ADR--American Depositary Receipts.
(c)GDS--Global Depositary Shares.
(d)The rights may be exercised until August 3, 1994.
(e)The rights may be exercised until July 24, 1994.
  *Commercial Paper and certain US Government & Agency
   Obligations are traded on a discount basis; the interest
   rates shown are the discount rates paid at the time of
   purchase by the Fund.
 **Forward foreign exchange contracts as of June 30, 1994 are as follows:

   Foreign                          Expiration               Unrealized
   Currency Purchased                  Date                Appreciation

   Yen 14,493,846,800              September 1994           $ 5,026,958

   Total Unrealized Appreciation on Forward
   Foreign Exchange Contracts--Net
   (US$ Commitment--$142,677,037)                           $ 5,026,958
                                                            ===========

***Stock index futures contracts as of June 30, 1994 are as follows:
   Number of                        Expiration                  Value
   Contracts       Issue               Date                   (Note 1h)

   423           Simex Nikkei     September 1994            $42,054,507

   Total Stock Index Futures Contracts Purchased
   (Total Contract Price--$43,344,812)                      $42,054,507
                                                            ===========

 ++Restricted securities pursuant to Rule 144A. The value of the Fund's
   investment in restricted securities was approximately $1,643,000,
   representing 0.1% of net assets.
<PAGE>


See Notes to Financial Statements.
</TABLE>


FINANCIAL INFORMATION

<TABLE>
Statement of Assets and Liabilities as of June 30, 1994
<CAPTION>
<S>              <S>                                                                        <C>               <C>
Assets:          Investments, at value (identified cost--$1,079,016,010) (Note 1a)                            $1,390,500,796
                 Put options purchased, at value (cost--$16,002,000) (Notes 1a & 1g)                               5,913,000
                 Unrealized appreciation on forward foreign exchange contracts (Note 1b)                           5,026,958
                 Variation margin on stock index futures contracts (Note 1h)                                         868,167
                 Foreign cash                                                                                     17,151,514
                 Cash                                                                                                     42
                 Receivables:
                   Capital shares sold                                                      $   14,987,130
                   Securities sold                                                              12,947,853
                   Dividends                                                                     3,440,035
                   Interest                                                                         14,405        31,389,423
                                                                                            --------------
                 Prepaid registration fees and other assets (Note 1e)                                                 31,300
                                                                                                              --------------
                 Total assets                                                                                  1,450,881,200
                                                                                                              --------------


Liabilities:     Payables:
                   Securities purchased                                                          4,863,388
                   Capital shares redeemed                                                       4,209,066
                   Investment adviser (Note 2)                                                     683,006
                   Distributor (Note 2)                                                            648,377        10,403,837
                                                                                            --------------
                 Accrued expenses and other liabilities                                                              432,991
                                                                                                              --------------
                 Total liabilities                                                                                10,836,828
                                                                                                              --------------


Net Assets:      Net assets                                                                                   $1,440,044,372
                                                                                                              ==============

<PAGE>
Net Assets       Class A Shares of Common Stock, $0.10 par value, 100,000,000
Consist of:      shares authorized                                                                            $    2,623,663
                 Class B Shares of Common Stock, $0.10 par value, 100,000,000
                 shares authorized                                                                                 3,717,247
                 Paid-in capital in excess of par                                                              1,130,005,052
                 Undistributed investment income--net                                                                 34,493
                 Accumulated realized capital losses on investments and foreign
                 currency transactions--net                                                                      (1,703,444)
                 Unrealized appreciation on investments and foreign currency
                 transactions--net                                                                               305,367,361
                                                                                                              --------------
                 Net assets                                                                                   $1,440,044,372
                                                                                                              ==============


Net Asset Value: Class A--Based on net assets of $611,022,333 and 26,236,634 shares
                 outstanding                                                                                  $        23.29
                                                                                                              ==============
                 Class B--Based on net assets of $829,022,039 and 37,172,465 shares
                 outstanding                                                                                  $        22.30
                                                                                                              ==============

                 See Notes to Financial Statements.
</TABLE>

FINANCIAL INFORMATION (continued)

<TABLE>
Statement of Operations for the Six Months Ended June 30, 1994
<CAPTION>
<S>              <S>                                                                        <C>               <C>
Investment       Dividends (net of $770,948 foreign withholding tax)                                          $    6,451,587
Income           Interest and discount earned (net of $7,487 foreign withholding tax)                              1,791,625
(Notes 1c & 1d):                                                                                              --------------
                 Total income                                                                                      8,243,212
                                                                                                              --------------


Expenses:        Investment advisory fees (Note 2)                                                                 3,512,804
                 Distribution fees--Class B (Note 2)                                                               3,183,500
                 Custodian fees                                                                                      574,146
                 Transfer agent fees--Class B (Note 2)                                                               363,505
                 Transfer agent fees--Class A (Note 2)                                                               259,800
                 Registration fees (Note 1e)                                                                         105,419
                 Printing and shareholder reports                                                                     90,965
                 Accounting services (Note 2)                                                                         54,596
                 Professional fees                                                                                    32,302
                 Directors' fees and expenses                                                                         17,470
                 Other                                                                                                14,212
                                                                                                              --------------
                 Total expenses                                                                                    8,208,719
                                                                                                              --------------
                 Investment income--net                                                                               34,493
                                                                                                              --------------

<PAGE>
Realized &       Realized gain (loss) from:
Unrealized Gain    Investments--net                                                         $   12,492,271
(Loss) on          Foreign currency transactions--net                                           (6,441,174)        6,051,097
Investments &                                                                               --------------
Foreign Currency Change in unrealized appreciation/depreciation on:
Transactions       Investments--net                                                            107,435,691
- --Net              Foreign currency transactions--net                                           (8,021,150)       99,414,541
(Notes 1b,                                                                                  --------------    --------------
1c & 3):         Net realized and unrealized gain on investments and foreign
                 currency transactions                                                                           105,465,638
                                                                                                              --------------
                 Net Increase in Net Assets Resulting from Operations                                         $  105,500,131
                                                                                                              ==============

                 See Notes to Financial Statements.
</TABLE>

FINANCIAL INFORMATION (continued)

<TABLE>
Statements of Changes in Net Assets
<CAPTION>
                                                                                               For the Six      For the Year
                                                                                               Months Ended        Ended
Increase (Decrease) in Net Assets:                                                             June 30,1994    Dec. 31, 1993
<S>              <S>                                                                        <C>               <C>
Operations:      Investment income--net                                                     $       34,493    $       44,290
                 Realized gain (loss) on investments and foreign currency
                 transactions--net                                                               6,051,097        (2,056,308)
                 Change in unrealized appreciation/depreciation on investments and
                 foreign currency transactions--net                                             99,414,541       168,301,414
                                                                                            --------------    --------------
                 Net increase in net assets resulting from operations                          105,500,131       166,289,396
                                                                                            --------------    --------------


Dividends to     Investment income--net:
Shareholders       Class A                                                                              --           (44,290)
(Note 1f):       In excess of investment income--net: 
                   Class A                                                                              --          (559,299)
                                                                                            --------------    --------------
                 Net decrease in net assets resulting from dividends to shareholders                    --          (603,589)
                                                                                            --------------    --------------


Capital Share    Net increase in net assets derived from capital share transactions            354,214,874       364,954,305
Transactions                                                                                --------------    --------------
(Note 4):

<PAGE>
Net Assets:      Total increase in net assets                                                  459,715,005       530,640,112
                 Beginning of period                                                           980,329,367       449,689,255
                                                                                            --------------    --------------
                 End of period*                                                             $1,440,044,372    $  980,329,367
                                                                                            ==============    ==============


                *Undistributed investment income--net                                       $       34,493    $            0
                                                                                            ==============    ==============

                 See Notes to Financial Statements.
</TABLE>

FINANCIAL INFORMATION (continued)
<TABLE>
Financial Highlights
<CAPTION>   
                                                                                       Class A
The following per share data and ratios have been derived      For the Six
from information provided in the financial statements.         Months Ended
                                                                 June 30,        For the Year Ended December 31,
Increase (Decrease) in Net Asset Value:                           1994+++     1993       1992       1991       1990
<S>             <S>                                              <C>        <C>        <C>        <C>        <C>  
Per Share       Net asset value, beginning of period             $  21.21   $  15.80   $  18.34   $  16.52   $  20.65
Operating                                                        --------   --------   --------   --------   --------
Performance:    Investment income--net                                .06        .07        .05        .04        .10
                Realized and unrealized gain (loss) on
                investments and foreign currency
                transactions--net                                    2.02       5.37      (1.63)      2.73      (1.80)
                                                                 --------   --------   --------   --------   --------
                Total from investment operations                     2.08       5.44      (1.58)      2.77      (1.70)
                                                                 --------   --------   --------   --------   --------
                Less dividends and distributions:
                  Investment income--net                               --         --       (.01)      (.11)      (.11)
                  In excess of investment income--net                  --      (.03)         --         --         --
                  Realized gain on investments--net                    --         --       (.95)      (.84)     (2.32)
                                                                 --------   --------   --------   --------   --------
                Total dividends and distributions                      --       (.03)      (.96)      (.95)     (2.43)
                                                                 --------   --------   --------   --------   --------
                Net asset value, end of period                   $  23.29   $  21.21   $  15.80   $  18.34   $  16.52
                                                                 ========   ========   ========   ========   ========


Total           Based on net asset value per share                  9.81%++   34.41%     (8.75%)    17.04%     (8.39%)
Investment                                                       ========   ========   ========   ========   ========
Return:**


Ratios to       Expenses                                             .85%*      .90%       .98%      1.02%      1.07%
Average                                                          ========   ========   ========   ========   ========
Net Assets:     Investment income--net                               .56%*      .47%       .40%       .43%       .94%
                                                                 ========   ========   ========   ========   ========

<PAGE>
Supplemental    Net assets, end of period (in thousands)         $611,022   $472,322   $284,674   $304,712   $242,104
Data:                                                            ========   ========   ========   ========   ========
                Portfolio turnover                                 11.90%     13.25%      7.62%      5.91%     31.06%
                                                                 ========   ========   ========   ========   ========
             <FN>
               *Annualized.
              **Total investment returns exclude the effects of sales loads.
              ++Aggregate total investment return.
             +++Based on average number of shares outstanding during the period.

                See Notes to Financial Statements.
</TABLE>


FINANCIAL INFORMATION (concluded)

<TABLE>
Financial Highlights (concluded)
<CAPTION>
                 								       Class B
The following per share data and ratios have been derived       For the Six
from information provided in the financial statements.         Months Ended
                                                                 June 30,         For the Year Ended December 31,
Increase (Decrease) in Net Asset Value:                           1994+++    1993+++    1992+++    1991+++    1990+++
<S>             <S>                                              <C>        <C>        <C>        <C>        <C>  
Per Share       Net asset value, beginning of period             $  20.41   $  15.34   $  18.01   $  16.30   $  20.49
Operating                                                        --------   --------   --------   --------   --------
Performance:    Investment income--net                               (.05)      (.10)      (.12)      (.14)      (.09)
                Realized and unrealized gain (loss) on
                investments and foreign currency
                transactions--net                                    1.94       5.17      (1.60)      2.69      (1.78)
                                                                 --------   --------   --------   --------   --------
                Total from investment operations                     1.89       5.07      (1.72)      2.55      (1.87)
                                                                 --------   --------   --------   --------   --------
                Less distributions:
                  Realized gain on investments--net                    --         --       (.95)      (.84)     (2.32)
                                                                 --------   --------   --------   --------   --------
                Total distributions                                    --         --       (.95)      (.84)     (2.32)
                                                                 --------   --------   --------   --------   --------
                Net asset value, end of period                   $  22.30   $  20.41   $  15.34   $  18.01   $  16.30
                                                                 ========   ========   ========   ========   ========


Total Investment  Based on net asset value per share                9.26%++   33.05%     (9.72%)    15.87%     (9.29%)
Return:**                                                        ========   ========   ========   ========   ========

<PAGE>
Ratios to       Expenses, excluding distribution fees              .87%*      .92%      1.00%      1.04%      1.10%
Average                                                          ========   ========   ========   ========   ========
Net Assets:     Expenses                                            1.87%*     1.92%      2.00%      2.04%      2.10%
                                                                 ========   ========   ========   ========   ========
                Investment income--net                              (.46%)*    (.56%)     (.61%)     (.60%)     (.05%)
                                                                 ========   ========   ========   ========   ========


Supplemental    Net assets, end of period (in thousands)         $829,022   $508,008   $165,015   $105,669   $ 58,013
Data:                                                            ========   ========   ========   ========   ========
                Portfolio turnover                                 11.90%     13.25%      7.62%      5.91%     31.06%
                                                                 ========   ========   ========   ========   ========

             <FN>
               *Annualized.
              **Total investment returns exclude the effects of sales loads.
              ++Aggregate total investment return.
             +++Based on average number of shares outstanding.
          
                See Notes to Financial Statements.
</TABLE>
          
          
NOTES TO FINANCIAL STATEMENTS


1. Significant Accounting Policies:
Merrill Lynch Pacific Fund, Inc. (the "Fund") is registered under
the Investment Company Act of 1940 as a diversified, open-end
management investment company. The Fund offers both Class A and
Class B Shares. Class A Shares are sold with a front-end sales
charge. Class B Shares may be subject to a contingent deferred sales
charge. Both classes of shares have identical voting, dividend,
liquidation and other rights and the same terms and conditions,
except that Class B Shares bear certain expenses related to the
distribution of such shares and have exclusive voting rights with
respect to matters relating to such distribution expenditures. The
following is a summary of significant accounting policies followed
by the Fund.
<PAGE>
(a) Valuation of investments--Portfolio securities which are traded
on stock exchanges are valued at the last sale price on the exchange
on which such securities are traded, as of the close of business on
the day the securities are being valued or, lacking any sales, at
the last available bid price. However, in certain circumstances, the
Fund will value a security traded on a Japanese stock exchange based
upon the last bid or ask price as reported on such exchange after
trading in such security has been halted for the day. Japanese stock
exchanges may impose limits, based on a percentage of a security's
value, on the amount such security may move in a single day. If the
security reaches its limit during the day, further trading is
halted. However, a bid or ask quotation may be reported following
the suspension of trading. In situations where both a bid and ask
price are reported following a trading suspension due to the
circumstances described above, the Fund will utilize the bid price
for valuation purposes. In cases where securities are traded on more
than one exchange, the securities are valued on the exchange
designated by or under the authority of the Board of Directors as
the primary market. Securities traded in the over-the-counter market
are valued at the last available bid price in the over-the-counter
market prior to the time of valuation. Options written by the
Company are based upon the last asked price in the case of exchange-
traded options, or in the case of options traded in the over-the-
counter market, the average of the last asked price as obtained from
two or more dealers unless there is only one dealer, in which case,
that dealer's price is used. Options purchased by the Fund are
valued at their last bid price in the case of exchange-traded options
or, in the case of options traded in over-the-counter market, the
average of the last bid price as obtained from two or more dealers
unless there is only one dealer, in which case that dealer's price
is used. Short-term securities are valued at amortized cost, which
approximates market value. Securities and assets for which market
quotations are not readily available are valued at fair value as
determined in good faith by or under the direction of the Board
of Directors of the Fund.

(b) 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.
<PAGE>
The Fund 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 Fund's
records. However, the effect on operations is recorded from the date
the Fund enters into such contracts. Premium or discount is
amortized over the life of the contracts.

The Fund 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 exchanges rates. Such transactions
may be effected with respect to hedges on non-US dollar denominated
securities owned by the Fund, sold by the Fund but not yet
delivered, or committed or anticipated to be purchased by the Fund.

(c) Security transactions and investment income--Security
transactions are recorded on the dates the transactions are entered
into (the trade dates). Dividend income is recorded on the ex-
dividend date, except that if the ex-dividend date has passed,
certain dividends from foreign securities are recorded as soon as
the funds are informed of 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.

NOTES TO FINANCIAL STATEMENTS (concluded)

(d) 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 its shareholders. Therefore, no Federal income tax
provision is required. Under the applicable foreign tax law, a
withholding tax may be imposed on dividends and interest at various
rates. There is no tax imposed on capital gains arising from the
sale of foreign investments.

(e) Prepaid registration fees--Prepaid registration fees are charged
to expense as the related shares are issued.

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

(g) Options--The Fund can write covered call options and purchase
put options. When the Fund writes an option, an amount equal to the
premium received by the Fund 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.
<PAGE>
When a security is sold through an exercise of an option, the
related premium received (or paid) is deducted from (or added to)
the basis of the security sold. When an option expires (or the Fund
enters into a closing transaction), the Fund realizes a gain or loss
on the option to the extent of the premiums received or paid (or
gain or loss the premium paid or received).

Written and purchased options are non-income producing investments.

(h) Financial futures contracts--The Fund may purchase or sell stock
index futures contracts and options on such futures contracts. Upon
entering into a contract, the Fund deposits and maintains as
collateral such initial margin as required by the exchange on which
transaction is effected. Pursuant to the contract, the Fund 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 Fund
as unrealized gains or losses. When the contract is closed, the Fund
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.

2. Investment Advisory Agreement and
Transactions with Affiliates:
The Fund has entered into an Investment Advisory Agreement with
Merrill Lynch Asset Management, L.P. ("MLAM"). The general partner
of MLAM is Princeton Services, Inc., an indirect wholly-owned
subsidiary of Merrill Lynch & Co. ("ML & Co."). The limited partners
are ML & Co. and Merrill Lynch Investment Management, Inc. ("MLIM"),
which is also an indirect wholly-owned subsidiary of ML & Co. The
Fund has also entered into a Distribution Agreement and a
Distribution Plan with Merrill Lynch Funds Distributor, Inc. ("MLFD"
or "Distributor"), a wholly-owned subsidiary of MLIM. MLAM is respon-
sible for the management of the Fund's portfolio and provides the
necessary personnel, facilities, equipment and certain other
services necessary to the operations of the Fund. For such services,
the Fund pays a monthly fee of 0.60% of the average daily net assets
of the Fund. The Management Agreement obligates MLAM to reimburse
the Fund to the extent the Fund's expenses (excluding interest,
taxes, distribution fees, brokerage fees and commissions, and
extraordinary items) exceed 2.5% of the Fund's first $30 million of
average daily net assets, 2.0% of the next $70 million of average
daily net assets, and 1.5% of the average daily net assets in excess
thereof. MLAM's obligation to reimburse the Fund is limited to the
amount of the management fee. No fee payment will be made to MLAM
during any fiscal year which will cause such expenses to exceed the
most restrictive expense limitation applicable at the time of such
payment.
<PAGE>
Pursuant to a distribution plan (the "Distribution Plan") in
accordance with Rule 12b-1 under the Investment Company Act of 1940,
the Fund pays the Distributor an ongoing account maintenance fee and
a distribution fee, which are accrued daily and paid monthly, at the
annual rates of 0.25% and 0.75%, respectively, of the average daily
net assets of the Class B Shares of the Fund. This fee is to
compensate the Distributor for the services it provides and the
expenses borne by the Distributor under the Distribution Agreement.
As authorized by the Plan, the Distributor has entered into an
agreement with Merrill Lynch, Pierce, Fenner & Smith Inc.
("MLPF&S"), an affiliate of MLIM, which provides for the
compensation of MLPF&S for providing distribution-related services
to the Fund. For the six months ended June 30, 1994, MLFD earned
$3,183,500 under the Plan, all of which was paid to MLPF&S pursuant
to the agreement.

For the six months ended June 30, 1994, MLFD earned underwriting
discounts of $43,246, and MLPF&S earned dealer concessions of
$1,989,927 on the sale of the Fund's Class A Shares.

MLPF&S received contingent deferred sales charges of $715,653
relating to capital share transactions for the sale of Class B
Shares and $20,914 in commissions on the execution of portfolio
security transactions for the Fund during the period.

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

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

Certain officers and/or directors of the Fund are officers and/or
directors of MLIM, MLPF&S, FDS, MLFD, and/or ML & Co.

3. Investments:
Purchases and sales of investments, excluding short-term securities,
for the six months ended June 30, 1994 were $327,356,458 and
$127,756,357, respectively.

Net realized and unrealized gains (losses) as of June
30, 1994 were as follows:
<PAGE>
                                 Realized         Unrealized
                                   Gains            Gains
                                 (Losses)          (Losses)

Long-term investments           $ 7,156,634      $311,486,071
Short-term investments                   --            (1,285)
Stock index future contracts      5,335,637        (1,290,305)
Foreign currency
transactions                       (732,679)          234,922
Forward foreign exchange
contracts                        (2,836,495)        5,026,958
Currency put options
purchased                        (2,872,000)      (10,089,000)
                                -----------      ------------
Total                           $ 6,051,097      $305,367,361
                                ===========      ============

As of June 30, 1994, net unrealized appreciation for Federal income
tax purposes aggregated $311,484,786, of which $326,817,204 related
to appreciated securities and $15,332,418 related to depreciated
securities. At June 30, 1994, the aggregate cost of investments,
including put options purchased, for Federal income tax purposes was
$1,079,016,010.

4. Capital Share Transactions:
Net increase in net assets derived from capital share transactions
was $354,214,874 and $364,954,305 for the six months ended June 30,
1994 and the year ended December 31, 1993, respectively.

Transactions in capital shares for Class A and Class B Shares were
as follows:


Class A Shares for the Six Months                   Dollar
Ended June 30, 1994               Shares            Amount

Shares sold                       7,206,105      $161,316,992
Shares issued to shareholders
in reinvestment of dividends
to shareholders                          28               572
                                -----------      ------------
Total issued                      7,206,133       161,317,564
Shares redeemed                  (3,237,266)      (72,319,131)
                                -----------      ------------
Net increase                      3,968,867      $ 88,998,433
                                ===========      ============

<PAGE>
Class A Shares for the Year                         Dollar
Ended December 31, 1993            Shares           Amount

Shares sold                      10,009,773      $199,420,932
Shares issued to shareholders
in reinvestment of dividends
to shareholders                      24,089           502,981
                                -----------      ------------
Total issued                     10,033,862       199,923,913
Shares redeemed                  (5,781,892)     (111,793,605)
                                -----------      ------------
Net increase                      4,251,970      $ 88,130,308
                                ===========      ============



Class B Shares for the Six Months                  Dollar
Ended June 30, 1994                Shares          Amount

Shares sold                      15,919,181      $342,550,811
Shares issued to shareholders
in reinvestment of dividends
to shareholders                          --                --
                                -----------      ------------
Total issued                     15,919,181       342,550,811
Shares redeemed                  (3,630,944)      (77,334,370)
                                -----------      ------------
Net increase                     12,288,237      $265,216,441
                                ===========      ============


Class B Shares for the Year                        Dollar
Ended December 31, 1993             Shares         Amount

Shares sold                      20,303,772      $393,836,066
Shares redeemed                  (6,173,424)     (117,012,069)
                                -----------      ------------
Net increase                     14,130,348      $276,823,997
                                ===========      ============


5. Commitments:
At June 30, 1994, the Fund had entered into forward exchange
contracts under which it had agreed to purchase and sell various
foreign currencies with an approximate value of $394,000 and
$10,990,000, respectively.

6. Capital Loss Carryforward:
At December 31, 1993, the Fund had a net capital loss carryforward
of approximately $3,332,000, all of which expires in 2001. This
amount will be available to offset like amounts of any future
taxable gains.
<PAGE>

APPENDIX: GRAPHIC AND IMAGE MATERIAL:


Item 1:


Results of a $1,000 Investment Since Inception--Class A Shares

(6.5% sales charge--$935.00 net amount invested; assuming
reinvestment of all dividends and capital gains distributions)

A mountain chart depicting the growth of an investment in the
Fund's Class A Shares from $935 on September 23, 1976 to
$16,916.44 on June 30, 1994.



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