MERRILL LYNCH PACIFIC FUND INC
N-30B-2, 1994-11-15
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MERRILL
LYNCH
PACIFIC
FUND, INC.



Quarterly Report   September 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



MERRILL LYNCH PACIFIC FUND, INC.


DEAR SHAREHOLDER

During the quarter ended September 30, 1994, the Japanese stock
market, as measured by the Nikkei 225 Stock Index in local currency
terms, declined 5.23%, while other Pacific Basin stock markets
appreciated. Among the smaller Pacific stock markets, in local
currency terms, Thailand was the best performer (+17%) and Australia
the worst (+2%). However, all of the smaller Pacific Basin stock
markets are down year-to-date, with Hong Kong as the worst performer
with a 20% decline, while the Nikkei 225 is still up over 12%.
<PAGE>
The relatively poor performance of the Japanese stock market for the
quarter might seem somewhat surprising, given the increasing signs
of a pickup in economic activity. The unusually warm summer weather
and income tax cuts stimulated personal consumption, and employment
data have confirmed a bottoming in the labor market. Fixed
investments for public, residential and business use were all
positive through late summer. At the same time, inflation was
virtually nonexistent. Nevertheless, investor response to the
positive economic developments in Japan has been lackluster. Even
large upward revisions in profit expectations--such as those
experienced by some of our key Japanese holdings--have been met with
a low level of investor enthusiasm, while a new supply of equity
financing has further dampened sentiment. Although it is positive
that the immediate crisis in US/Japanese trade relations has been
averted, we believe that the present trade agreement will not have
any discernible impact on either the Japanese stock market or
currency, as it appears to us at this time. Despite the resolution
of some trade issues, many key areas of disagreement remain, which
suggests that trade frictions between the two countries will persist
for some time to come.

Greater Portfolio Concentration
During the September quarter, Merrill Lynch Pacific Fund Inc.'s
investments performed approximately in line with their respective
markets. However, there were opportunities for us to eliminate some
smaller investments and redeploy these assets by gradually adding to
some core portfolio holdings during periods of relative
underperformance. As we noted in our last report to shareholders, we
have been refocusing our efforts on stock selection. As a result,
the portfolio is becoming more concentrated, with fewer investments
and larger percentage commitments to our major holdings than we have
had in the recent past. For example, as of September month-end, the
portfolio's ten largest positions made up approximately 36% of net
assets, up from approximately 31% at the end of the prior quarter.

During the September quarter we increased our investments in Murata
Manufacturing Co., Ltd., Ito-Yokado Co., Ltd., Mitsubishi Heavy
Industries, Ltd., Toyo Seikan Kaisha, Ltd., Canon, Inc., and Suzuki
Motor Corp. Our largest industry commitment remains non-life
insurance companies in Japan, followed by Japanese electrical
equipment manufacturers and Hong Kong utility companies.

Although the Fund's performance has not improved relative to the
unmanaged Market-Weighted Index (see the "Recent Performance
Results" table on page 6 of this report to shareholders), the
business results of most of the companies represented in the
portfolio continued to exceed our expectations, which were already
greater than consensus estimates. Based upon these business results,
we are positive on the prospects for long-term share price
appreciation of these holdings, and expect to continue to use
periods of stock market weakness to our benefit and purchase more
shares of the attractive values we already own.
<PAGE>
For example, the container manufacturer Toyo Seikan Kaisha, Ltd.,
one of the Fund's largest holdings, recently reported business
results that are so good that the company appears immune to the
recent economic malaise plaguing Japan. For the first half of its
fiscal year (the six months ended September 30), Toyo Seikan's
profits have been reported to be up 36% from management's original
forecast and fully 50% higher than the same period one year ago.
Based upon our estimates of the company's depreciation and capital
expenditures, Toyo Seikan's free cash flow appears likely to
increase persistently to very significant levels. This is the result
of the abatement of a very significant capital expenditure program.
Over the past several years, we have maintained that Toyo Seikan's
decrease in net income (although a much more moderate decrease than
that experienced by Japanese companies in general) was primarily the
result of a conscious decision by the company to sacrifice current
"accounting" net income for the future free cash flow that would
accrue from its significant capital expenditure program.

In our opinion, Toyo Seikan is one of the relatively few Japanese
companies which acts for the economic benefit of its shareholders.
We believe that the company's latest business results reflect this
emphasis on enhancing shareholder value. Other companies represented
in the portfolio also fall into this category, such as Ito-Yokado
Co., Ltd. Like Toyo Seikan, Ito-Yokado is much more profitable than
the typical Japanese company, and its shares are much more
reasonably valued. Perhaps it is not a coincidence that the founding
families of these two companies are still involved with their
businesses and are large shareholders themselves, as is the case
with Murata Manufacturing Co., Ltd., another of our top-ten
holdings. We also believe that Mitsubishi Heavy Industries, Ltd. and
Suzuki Motor Corp. have attractive financial characteristics and
managements that make decisions that benefit shareholders. Shares of
some other companies in which we have invested, such as Chudenko
Corp., are unfortunately too illiquid for us to expand our holdings
in them significantly, despite their attractive valuations and
strong business results.

Other Investment Activities
Outside of Japan, we have increased our exposure to China Light &
Power Co., Ltd., making it once again one of our largest positions.
China Light & Power's shares are more than 30% lower in price than
their 1993 high. However, the company's profitability remains
excellent and its management is strong. Therefore, we utilized this
period of share price weakness to increase our investment at
attractive valuation levels. Furthermore, the company is planning to
expand its operations not only to The People's Republic of China,
where there remains enormous demand for power, but also throughout
the rest of Asia. We also believe that increasing demand from China
will be positive for Hong Kong Telecommunications, Ltd., and
accordingly we increased our investment in the company.
<PAGE>
In Conclusion
We are pleased to report that Merrill Lynch Pacific Fund, Inc.'s
Class A Shares earned a place on this year's Forbes Honor Roll of
Mutual Funds, as they also did in 1993. "Short bursts of glory won't
get a fund on the Forbes Honor Roll," the magazine states in its
August 29 issue. "Consistency of performance and toughness in tough
times, will." To make the Honor Roll, funds had to meet three
requirements: first, a minimum return of 13%, compounded annually;
second, after measuring performance across three complete up-and-
down market cycles, at least a B grade in bear markets; and third,
at least six consecutive years under the same fund manager or
managers to establish continuity of management.

As reported by Forbes, the Fund's Class A Shares have averaged gains
of 18.9% a year since June 30, 1983. The magazine gave Class A
Shares a rating of A in up markets and B in down markets. An
investment of $10,000 in Class A Shares 11 years ago would be worth
$52,423, the magazine reported. (Results do not reflect the
deduction of sales charges, and would be lower if sales charges were
included. Past performance is no guarantee of future results.)
We thank you for your investment in Merrill Lynch Pacific Fund,
Inc., and we look forward to continuing to serve your financial
needs in the months and years ahead.

Sincerely,



(Arthur Zeikel)
Arthur Zeikel
President



(Stephen I. Silverman)
Stephen I. Silverman
Vice President and Portfolio Manager


October 24, 1994
<PAGE>


PORTFOLIO INFORMATION


For the Quarter Ended September 30, 1994

                                              Percent of
Ten Largest Equity Holdings                   Net Assets

Murata Manufacturing Co., Ltd.                     4.3%
Ito-Yokado Co., Ltd.                               4.2
Mitsubishi Heavy Industries, Ltd.                  4.0
China Light & Power Co., Ltd.                      3.9
Toyo Seikan Kaisha, Ltd.                           3.6
Canon, Inc.                                        3.6
Suzuki Motor Corp.                                 3.3
Hitachi, Ltd.                                      3.1
Dai-Tokyo Fire & Marine Insurance Co., Ltd.        3.1
Nichido Fire & Marine Insurance Co., Ltd.          3.0


Additions
Malaysian International Shipping BHD
Pakistan Telecommunications
SCICI, Ltd.
Swire Pacific Ltd. 'A'


Deletions
Aokam Perdana BHD ("A")
Aokam Perdana BHD (Ordinary)
Bangkok Bank Public Co., Ltd.
China Steel Corp. (ADR)
City Development
City Development (Rights)
Development Bank of Singapore, Ltd.--Foreign Registered
First Capital Corp. Ltd.
Fuji Photo Film Co., Ltd.
Goodman Fielder Ltd.
Great Eastern Shipping (New)
Hong Kong Aircraft Engineering Co. Ltd.
Kia Motors Corp. (GDS)
PT Charoen Pokphand Indonesian
Paul Y-ITC Construction Holdings, Inc.
Sanki Engineering Co., Ltd.
Singapore Airlines, Ltd.--Foreign Registered
Sungei Way Holdings BHD
Sungei Way Holdings BHD (Rights)
Sungei Way Holdings BHD TSR (Rights)
Toyota Motor Corp.
<PAGE>



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.


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

GRAPHIC MATERIAL APPEARS HERE. SEE APPENDIX,
GRAPHIC AND IMAGE MATERIAL, Item 1.
<PAGE>

Average Annual Total Return


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

Year Ended 9/30/94                         +8.32%                +1.28%
Five Years Ended 9/30/94                   +6.31                 +4.89
Ten Years Ended 9/30/94                   +20.30                +19.50

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


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

Year Ended 9/30/94                         +7.25%                +3.25%
Five Years Ended 9/30/94                   +5.24                 +5.24
Inception (10/21/88) through 9/30/94       +9.51                 +9.51

[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--9/30/94                     21.21       22.60          --             --          + 6.55
                                                            -------         ------
                                                      Total $35.660   Total $4.017

                                                 Cumulative total return as of 9/30/94: +1,655.64%**

<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--9/30/94                     20.41       21.59          --             --          + 5.78
                                                             ------         ------
                                                       Total $4.486   Total $1.872

                                                   Cumulative total return as of 9/30/94: +71.66%**
<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)

<TABLE>
Recent Performance Results
<CAPTION>
                                                                  Market Performance          Market Capitalization
                                                           In Local Currency/In US Dollars       (as of 6/30/94)
                                                               3 Month        12 Month      In US Dollars  % of Total
                                                               % Change       % Change        (Billions)    (100.0%)
                                                                <C>            <C>              <C>         <C>
ML Pacific Fund, Inc. Class A Shares*                            -2.96%         +8.19%
ML Pacific Fund, Inc. Class B Shares*                            -3.18          +7.25
ML Pacific Fund, Inc. Class A Shares--Total Investment Return*   -2.96          +8.32(1)
ML Pacific Fund, Inc. Class B Shares--Total Investment Return*   -3.18          +7.25
Market-Weighted Index**                                          -3.71(2)       +5.83(3)
Japan**                                                         - 5.76/- 6.00  - 3.04/+ 3.93    $3,876      83.5%
Australia**                                                     + 1.99/+ 3.35  + 3.27/+18.47       203       4.4
Singapore**                                                     + 2.63/+ 5.51  + 7.13/+14.41       127       2.7
Malaysia**                                                      +11.68/+13.43  +32.32/+31.41       175       3.8
Hong Kong**                                                     + 8.71/+ 8.74  +24.04/+24.15       262       5.6

<FN>
(1)Percent change includes reinvestment of $0.027 per share ordinary
   income dividends.
(2)6/30/94 market weights used in this computation. The Market-
   Weighted Index return and individual country returns do not include
   dividends.
(3)9/30/93 market weights used in this computation. The Market-
   Weighted Index return and individual country returns do not include
   dividends.
  *Investment results shown do not reflect sales charges; results
   shown would be lower if a sales charge was included.
 **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>


<TABLE>
SCHEDULE OF INVESTMENTS
<CAPTION>
                            Shares Held/                                                                         Percent of
Industry                    Face Amount          Investments                           Cost             Value    Net Assets
<S>                     <C>             <S>                                        <C>              <C>           <C>
Japenese Securities

Automobile                   4,090,000  Suzuki Motor Corp.                         $ 42,648,599     $ 49,676,113     3.3%


Beverage                       363,000  Chukyo Coca-Cola Bottling Co., Ltd.           5,223,326        4,408,907     0.3
                               421,000  Hokkaido Coca-Cola Bottling Co., Ltd.         6,354,142        6,775,202     0.5
                               386,000  Kinki Coca-Cola Bottling Co., Ltd.            7,430,096        5,977,530     0.4
                               433,000  Mikuni Coca-Cola Bottling Co., Ltd.           7,892,009        6,310,931     0.4
                               428,000  Sanyo Coca-Cola Bottling Co., Ltd.            7,040,767        6,497,976     0.4
                                                                                   ------------     ------------   ------
                                                                                     33,940,340       29,970,546     2.0

Capital Goods                7,850,000  Mitsubishi Heavy Industries, Ltd.            54,754,678       61,179,150     4.0
                                   720  Mitsubishi Heavy Industries, Ltd., #3
                                        US$ (Warrants) (a)                              588,000          400,500     0.0
                                                                                   ------------     ------------   ------
                                                                                     55,342,678       61,579,650     4.0


Chemicals                    1,400,000  Shin-Etsu Chemical Co., Ltd.                 24,090,347       28,765,182     1.9


Consumer                     1,700,000  Matsushita Electric Industrial Co., Ltd.     23,262,704       27,186,235     1.8
Electronics             Yen409,000,000  Matsushita Electric Works, Ltd.--C.E.W.
                                        #8, 2.70% due 5/31/2002                       4,543,869        4,665,415     0.3
                               561,000  Sony Corp.                                   30,521,041       32,706,073     2.1
                                                                                   ------------     ------------   ------
                                                                                     58,327,614       64,557,723     4.2


Containers                   1,808,000  Toyo Seikan Kaisha, Ltd.                     31,800,989       56,362,753     3.6


Electric                       707,000  Chudenko Corp.                               20,883,499       27,621,660     1.8
Construction                   800,000  Taihei Dengyo Kaisha, Ltd.                   19,865,480       24,615,385     1.6
                                                                                   ------------     ------------   ------
                                                                                     40,748,979       52,237,045     3.4

<PAGE>
Electric Equipment           4,950,000  Hitachi, Ltd.                                47,713,215       47,896,761     3.1
                             1,677,900  Murata Manufacturing Co., Ltd.               53,781,498       65,044,099     4.3
                               923,000  The Nippon Signal Co., Ltd.                  13,935,321       10,930,263     0.7
                               520,000  Rohm Co., Ltd.                               17,691,365       22,736,842     1.5
                             2,045,000  Sumitomo Electric Industries, Ltd.           23,549,161       30,219,636     2.0
                                   169  Sumitomo Electric Industries, Ltd., #1 Yen
                                        (Warrants) (a)                                  185,351          307,895     0.0
                                                                                   ------------     ------------   ------
                                                                                    156,855,911      177,135,496    11.6


Iron & Steel                   475,000  Maruichi Steel Tube, Ltd.                     6,023,843        9,278,846     0.6


Office Equipment             3,150,000  Canon, Inc.                                  46,249,334       55,475,708     3.6
                                14,250  Canon, Inc., #2 DM (Warrants) (a)             1,741,131        1,918,092     0.1
                                 2,250  Canon, Inc., #4 US$ (Warrants) (a)            2,434,375        2,587,500     0.2
                                                                                   ------------     ------------   ------
                                                                                     50,424,840       59,981,300     3.9


Pharmaceuticals              1,164,000  Sankyo Co., Ltd.                             28,615,316       29,217,814     1.9
                               672,000  Taisho Pharmaceutical Co., Ltd.               9,783,498       12,855,061     0.8
                                                                                   ------------     ------------   ------
                                                                                     38,398,814       42,072,875     2.7
</TABLE>

<TABLE>
SCHEDULE OF INVESTMENTS (continued)
<CAPTION>
                            Shares Held/                                                                         Percent of
Industry                    Face Amount          Investments                           Cost             Value    Net Assets
<S>                         <C>         <S>                                        <C>              <C>           <C>
Japanese Securities (concluded)

Property & Casualty          6,374,000  Dai-Tokyo Fire & Marine Insurance Co., 
Insurance                               Ltd.                                       $ 37,361,092     $ 47,224,372     3.1%
                             4,492,000  Fuji Fire & Marine Insurance Co., Ltd.       16,261,457       29,779,960     2.0
                             5,265,000  Koa Fire & Marine Insurance Co., Ltd.        31,772,154       35,650,658     2.3
                             5,348,000  Nichido Fire & Marine Insurance Co., Ltd.    27,011,948       46,551,417     3.0
                             2,680,000  Sumitomo Marine & Fire Insurance Co., Ltd.   25,396,350       24,629,960     1.6
                             3,393,000  Tokio Marine & Fire Insurance Co., Ltd.      32,817,499       40,523,684     2.7
                                                                                   ------------     ------------   ------
                                                                                    170,620,500      224,360,051    14.7


Retailing                    1,207,000  Ito-Yokado Co., Ltd.                         51,973,327       64,625,810     4.2
                               364,000  Sangetsu Co., Ltd.                            8,382,717       12,305,263     0.8
                               389,400  Senshukai Co., Ltd.                           6,286,430       12,769,798     0.8
                               246,000  Shimachu Co., Ltd.                            6,415,141        8,863,968     0.6
                                                                                   ------------     ------------   ------
                                                                                     73,057,615       98,564,839     6.4

<PAGE>
Transportation               2,444,000  Nippon Express Co., Ltd.                     24,955,299       25,973,684     1.7


                                        Total Investments in Japan                  807,236,368      980,516,103    64.0

Austrian Securities

Diversified                  3,900,000  BTR Nylex Ltd.                                8,805,671        7,388,160     0.4


Food & Beverage              8,090,789  Burns Philp & Co., Ltd.                      22,551,298       20,655,784     1.4
                             3,832,532  Coca-Cola Amatil, Ltd.                       14,756,558       23,397,608     1.5
                                                                                   ------------     ------------   ------
                                                                                     37,307,856       44,053,392     2.9


Paper & Packaging            2,589,618  AMCOR Ltd.                                   18,728,076       17,016,898     1.1

Property                     2,495,328  Lend Lease Corp.                             31,557,058       31,391,226     2.1
                            $1,500,000  Lend Lease Finance International, 4.75% due
                                        6/01/2003                                     1,736,250        1,635,000     0.1
                                                                                   ------------     ------------   ------
                                                                                     33,293,308       33,026,226     2.2


                                        Total Investments in Australia               98,134,911      101,484,676     6.6


Hong Kong Securities

Diversified                  4,110,500  Swire Pacific Ltd. 'A'                       34,545,087       32,185,183     2.1


Property                       225,000  Hang Lung Development Co., Ltd.                 345,537          414,957     0.0


Utilities                   11,667,800  China Light & Power Co., Ltd.                33,711,918       59,345,457     3.9
                            13,133,200  Hong Kong & China Gas Co., Ltd.              23,440,091       24,645,890     1.6
                               868,600  Hong Kong & China Gas Co., Ltd.
                                        (Warrants) (a)                                        0          347,364     0.0
                            15,741,800  Hong Kong Telecommunications, Ltd.           29,991,994       31,476,673     2.1
                               670,500  Hong Kong Telecommunications, Ltd.
                                        (ADR) (b)                                     4,896,660       13,493,812     0.9
                                                                                   ------------     ------------   ------
                                                                                     92,040,663      129,309,196     8.5


                                        Total Investments in Hong Kong              126,931,287      161,909,336    10.6
</TABLE>
<PAGE>


<TABLE>
SCHEDULE OF INVESTMENTS (continued)
<CAPTION>
                            Shares Held/                                                                         Percent of
Industry                    Face Amount          Investments                           Cost             Value    Net Assets
<S>                          <C>        <S>                                        <C>              <C>           <C>
Indian Securities

Banking                          9,800  SCICI, Ltd.                                $     44,127     $     38,675    0.0%


Broadcast/Media                620,000  Shivalik Projects Ltd.                        3,557,823        3,558,957     0.2


Shipping                       262,000  Great Eastern Shipping                        1,061,593          643,355     0.1


                                        Total Investments in India                    4,663,543        4,240,987     0.3


Indonesian Securities

Pharmaceuticals              1,634,000  PT Kalbe Farma                                5,525,626        6,383,399     0.4


                                        Total Investments in Indonesia                5,525,626        6,383,399     0.4


Malaysian Securities

Diversified                 12,414,000  Sime Darby BHD                               35,217,136       35,842,216     2.3


Leisure                      1,125,000  Genting BHD                                   1,759,320       10,247,976     0.7
                             1,450,000  Resorts World BHD                             2,382,084        9,165,041     0.6
                                                                                   ------------     ------------   ------
                                                                                      4,141,404       19,413,017     1.3


Transportation               3,603,000  Malaysian International Shipping BHD         12,333,119       12,019,372     0.8


                                        Total Investments in Malaysia                51,691,659       67,274,605     4.4


Pakistan Securities

Utilities                       43,298  Pakistan Telecommunications                   7,783,681        8,269,918     0.5

<PAGE>
                                        Total Investments in Pakistan                 7,783,681        8,269,918     0.5


Singaporean Securities

Electronics                    610,000  Creative Technology, Ltd.                     7,609,991       10,903,750     0.7


Food                         3,600,000  Cerebos Pacific Ltd.                          5,153,632       19,554,656     1.3


Transportation                 300,000  Singapore Bus Co. Ltd.--Foreign Registered    1,060,285        2,611,336     0.2


                                        Total Investments in Singapore               13,823,908       33,069,742     2.2
</TABLE>

<TABLE>
SCHEDULE OF INVESTMENTS (concluded)
<CAPTION>
                                                                                                                 Percent of
Industry                    Shares Held          Investments                           Cost             Value    Net Assets
<S>                              <C>    <S>                                      <C>              <C>                <C>
South Korean Securities

Textiles                         3,080  Taekwang Industries Co.                 $       716,353  $     1,677,896     0.1%


                                        Total Investments in South Korea                716,353        1,677,896     0.1

<CAPTION>
                           Face Amount
Short Term Securities
<S>                       <C>           <S>                                      <C>              <C>                <C>
Commercial Paper*         $ 20,000,000  Ciesco L.P., 4.90% due 11/04/1994            19,907,444       19,907,444     1.3
                            23,000,000  du Pont (E.I.) de Nemours & Co., 4.74%
                                        due 10/24/1994                               22,930,348       22,930,348     1.5
                            66,761,000  General Electric Capital Corp., 4.95%
                                        due 10/03/1994                               66,742,641       66,742,641     4.4


                                        Total Investments in Short-Term
                                        Securities                                  109,580,433      109,580,433     7.2

<CAPTION>
                             Par                                                    Premiums
                            Value                     Issue                           Paid

Currency Put Options Purchased
<S>                     <C>             <S>                                      <C>              <C>                <C>
                        Yen600,000,000  Japanese Yen Expiring March 1995 at
                                        Yen106.5                                     16,002,000        3,435,000     0.2

                                        Total Currency Put Options Purchased         16,002,000        3,435,000     0.2

<PAGE>
Total Investments                                                                $1,242,089,769    1,477,842,095    96.5
                                                                                 ==============
Unrealized Appreciation on Forward Foreign Exchange Contract**                                         1,641,562     0.1
Other Assets Less Liabilities                                                                         52,560,211     3.4
                                                                                                  --------------   ------
Net Assets                                                                                        $1,532,043,868   100.0%
                                                                                                  ==============   ======


Net      Class A--Based on net assets of $620,815,947 and 27,468,655
Asset    shares outstanding                                                                       $        22.60
Value:                                                                                            ==============
         Class B--Based on net assets of $911,227,921 and 42,210,836
         shares outstanding                                                                       $        21.59
                                                                                                  ==============

      <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.
        *Commercial Paper is 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 September 30, 1994 are as
         follows:
         Foreign                     Expiration        Unrealized
         Currency Purchased             Date          Appreciation

         Yen14,493,846,800          December 1994      $ 1,641,562

         Total Unrealized Appreciation on Forward
         Foreign Exchange Contracts--Net
         (US$ Commitment--$145,747,366)                $ 1,641,562
                                                       ===========
</TABLE>
<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
$16,415.23 on September 30, 1994.



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