MERRILL LYNCH PACIFIC FUND INC
N-30D, 1995-08-22
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MERRILL LYNCH
PACIFIC FUND, INC.







FUND LOGO






Semi-Annual Report

June 30, 1995




<PAGE>
Officers and Directors
Arthur Zeikel, President and Director
Donald Cecil, Director
Edward H. Meyer, Director
Charles C. Reilly, Director
Richard R. West, Director
Edward D. Zinbarg, Director
Terry K. Glenn, Executive Vice President
Norman R. Harvey, Executive 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, MA 02109

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










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.
<PAGE>



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







MERRILL LYNCH PACIFIC FUND, INC.


DEAR SHAREHOLDER

Merrill Lynch Pacific Fund, Inc. outperformed its unmanaged
Benchmark Index during the three-month period ended June 30, 1995.
The Fund's outperformance relative to the Benchmark Index primarily
reflects the better performance of our Japanese holdings relative to
the Japanese stock market as a whole. Our other equity investments
have performed in line with their respective stock markets. However,
since the Fund's major Japanese holdings have not appreciated, the
Fund's total returns have not been positive thus far in 1995.
(Complete performance information, including average annual total
returns, can be found on pages 3--6 of this report to shareholders.)

Developments in Japan
The major macroeconomic news in Japan during the quarter was the US-
Japan bilateral trade dispute. While the situation deteriorated to
the point where the United States was very close to imposing
punitive tariffs on Japanese luxury automobiles, eventually a
settlement was reached.

The Japanese economy remains very weak, and Japanese banks continue
to hold unrecognized bad loans, many of which are attributable to
the ongoing collapse of the Tokyo, Osaka and Nagoya real estate
markets. There is still no credible plan to reignite the Japanese
economy, promote an orderly real estate market, and begin to mend
bank balance sheets. However, if the present government continues to
prove incapable of handling the job, it seems likely that a new one
will evolve before the end of the year.
<PAGE>
Investment Activities
Despite the current uncertainty in the outlook for Japan, we
continue to be very positive on the long-term capital appreciation
prospects for the Fund's major Japanese holdings. As noted in our
last report  to shareholders, we expected the portfolio to become
somewhat more concentrated as a result of the Fund's change from a
diversified to a non-diversified fund. During the June quarter, our
most significant investment activities focused on this strategy.

As has been the case for some time, the Fund is significantly
overweighted in Japanese non-life insurance stocks. As of June 30,
1995, property and casualty insurance companies comprised
approximately one-quarter of our Japanese investments. The Fund's
technology-related holdings--Murata Manufacturing Co., Ltd., Rohm
Co., Ltd., Canon, Inc., and Shin-Etsu Chemical Co., Ltd.--make up
over 20% of the Fund's Japanese exposure. Our Kinden Corp. and
Chudenko Corp. holdings account for about 9% of Japanese
investments, as does the long-term holding Toyo Seikan Kaisha, Ltd.
Just four more companies--Mitsubishi Heavy Industries, Ltd., Ito-
Yokado Co., Ltd., Suzuki Motor Corp. and Sankyo Co., Ltd.--comprise
another 25% of our Japanese holdings.

In aggregate, all of these companies make up approximately 91% of
the Fund's overall exposure to Japan. We have chosen to incur this
specific risk because we believe that over the long term these
Japanese holdings will substantially outperform the Japanese stock
market. Furthermore, it is important for shareholders to understand
that our Japanese investments do not mirror the Japanese stock
market as a whole. There are many major sectors of the Japanese
stock market in which we have no holdings, such as banks, which
account for one-quarter of Japanese stock market capitalization, and
electric utilities, which make up 10%. On the other hand, non-life
insurance companies comprise less than 2% of overall market
capitalization, and account for 25% of our Japanese investments.

Furthermore, our Japanese investments differ from the typical
Japanese stock in one of two ways: They either could be liquidated
at much higher prices per share than they currently sell for (such
as the property and casualty insurance companies) or their shares
are undervalued using standard measures such as price/earnings,
price/cash flow and price/book value. In addition, returns on equity
are superior to the average for Japanese companies. We also believe
that our Japanese holdings are well-run companies in reasonable
businesses with competent managements. Provided that the Japanese
stock market does not decline appreciably, in our view shares of
these companies should provide reasonable investment returns to long-
term shareholders.
<PAGE>
Our Other Markets
Overall, we have a market-weighted exposure in Hong Kong, while on a
sector basis we are somewhat overweighted in utilities and somewhat
underweighted in companies with exposure to the real estate sector.
We have begun to reassess our Hong Kong investments and have
decreased our position in China Light & Power Co., Ltd., and added
shares of HSBC Holdings PLC. We will continue to evaluate the longer-
term profitability characteristics of various companies and
industries in Hong Kong as we approach 1997, when control shifts to
the People's Republic of China.

In Australia, we have a large position in Lend Lease Corp. and
medium-sized positions in Coca-Cola Amatil, Ltd. and Village
Roadshow Ltd. We believe that Lend Lease is well-positioned to
garner a disproportionately large share of the superannuation
(pension) management business. Government legislation has served to
ensure significant long-term com-pound annual growth of this
business as Australian authorities try to increase a low national
savings rate. Coca-Cola Amatil and Village Roadshow both have
thriving, cash-generating businesses in Australia. They are using
these cash flows to build businesses in Asian and European markets
which have much higher growth rates and provide attractive returns
on their invested capital. We will discuss these companies'
prospects in greater depth in future reports to shareholders.

In Conclusion
We thank you for your continued 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






August 7, 1995
<PAGE>




PROXY RESULTS

During the six-month period ended June 30, 1995, Merrill Lynch
Pacific Fund, Inc. shareholders voted on the following proposals.
Proposals 1, 2 and 4 were approved at a special shareholders'
meeting on September 28, 1994. Proposals 3 and 5 were passed at a
special shareholders' meeting on January 31, 1995. The description
of each proposal and number of shares voted are as follows:


<TABLE>
<CAPTION>
                                                                                    Shares Voted          Shares Voted
                                                                                        For            Without Authority
<S>                                                 <S>                              <C>                    <C>
1. To elect the Fund's Board of Directors:          Donald Cecil                     62,889,255             1,430,114
                                                    Edward H. Meyer                  62,888,945             1,430,423
                                                    Charles C. Reilly                62,889,410             1,429,959
                                                    Richard R. West                  62,879,156             1,440,212
                                                    Arthur Zeikel                    62,884,157             1,435,211


<CAPTION>
                                                                                  Shares Voted    Shares Voted   Shares Voted
                                                                                      For           Against        Abstain
<S>                                                                                <C>             <C>             <C>
2. To select Deloitte & Touche LLP as the Fund's independent auditors.             62,083,571        658,690       1,577,108
3. To approve certain changes to the Fund's fundamental investment restrictions.   31,120,470      1,637,230       1,654,994
4. To amend the Fund's articles of incorporation to implement the
   Merrill Lynch Select Pricing SM System.                                         55,823,614      4,562,399       3,933,355
5. To consider and act upon a proposal to change that Fund's investment policy
   from being a diversified fund to being a non-diversified fund.                  29,984,118      2,924,437       1,504,139
</TABLE>



PERFORMANCE DATA


About Fund Performance

Since October 21, 1994, investors have been able to purchase shares
of the Fund through the Merrill Lynch Select Pricing SM System,
which offers four pricing alternatives:
<PAGE>
* Class A Shares incur a maximum initial sales charge (front-end
  load) of 5.25% and bear no ongoing distribution or account
  maintenance fees. Class A Shares are available only to eligible
  investors.

* Class B Shares are subject to a maximum contingent deferred sales
  charge of 4% if redeemed during the first year, decreasing 1% each
  year thereafter to 0% after the fourth year. In addition, Class B
  Shares are subject to a distribution fee of 0.75% and an account
  maintenance fee of 0.25%. These shares automatically convert to
  Class D Shares after 8 years.

* Class C Shares are subject to a distribution fee of 0.75% and an
  account maintenance fee of 0.25%. In addition, Class C Shares are
  subject to a 1% contingent deferred sales charge if redeemed within
  one year of purchase.

* Class D Shares incur a maximum initial sales charge of 5.25% and an
  account maintenance fee of 0.25% (but no distribution fee).

Performance data for the Fund's Class A and Class B Shares are
presented in the "Performance Summary" and "Average Annual Total
Return" tables on pages 4 and 5. The "Results of a $1,000 Investment
Since Inception--Class A Shares" chart on page 4 illustrates the
performance of a $1,000 investment in Class A Shares made at the
Fund's inception (assuming the maximum initial sales charge of
5.25%) through June 30, 1995. "Aggregate Total Return" tables for
Class C and Class D Shares are also presented on page 4. Data for
all of the Fund's shares are presented in the "Recent Performance
Results" table on page 6.

The "Recent Performance Results" table shows investment results
before the deduction of any sales charges for Class A and Class B
Shares for the 12-month and 3-month periods ended June 30, 1995 and
for Class C and Class D Shares for the since inception and 3-month
periods ended June 30, 1995. All data in this table assume
imposition of the actual total expenses incurred by each class of
shares during the relevant period.

None of the past results shown should 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. Dividends paid to each class
of shares will vary because of the different levels of account
maintenance, distribution and transfer agency fees applicable to
each class, which are deducted from the income available to be paid
to shareholders.



<PAGE>
PERFORMANCE DATA (continued)


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


(5.25% sales charge--$947.50 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 $947.50 on September 23, 1976 to
$15,721.58 on June 30, 1995.





Average Annual Total Return


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

Class A Shares*

Year Ended 6/30/95                        - 8.29%        -13.10%
Five Years Ended 6/30/95                  + 7.84         + 6.68
Ten Years Ended 6/30/95                   +16.68         +16.06

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



                                          % Return       % Return
                                        Without CDSC    With CDSC**

Class B Shares*

Year Ended 6/30/95                         -9.20%        -12.74%
Five Years Ended 6/30/95                   +6.74         + 6.74
Inception (10/21/88) through 6/30/95       +7.37         + 7.37

[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>


Aggregate Total Return

                                        % Return        % Return
                                       Without CDSC    With CDSC**

Class C Shares*

Inception (10/21/94)
through 6/30/95                           - 6.57%        - 7.47%

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




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

Class D Shares*

Inception (10/21/94)
through 6/30/95                           - 6.07%       - 11.00%

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




PERFORMANCE DATA (continued)

<PAGE>
<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
1994                                21.21       21.12         0.469          0.219        + 2.90
1/1/95--6/30/95                     21.12       20.67          --             --          - 2.13
                                                            -------         ------
                                                      Total $36.129   Total $4.236

                                                Cumulative total return as of 6/30/95: +1,559.27%**

<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>



<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
1994                                20.41       20.27         0.469          0.041        + 1.87
1/1/95--6/30/95                     20.27       19.74          --             --          - 2.61
                                                             ------         ------
                                                       Total $4.955   Total $1.913

                                                   Cumulative total return as of 6/30/95: +60.99%**
<PAGE>
<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 3/31/95)
                                                                 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*                             +0.15%                - 9.23%(1)
ML Pacific Fund, Inc. Class B Shares*                             -0.10                 - 9.38(1)
ML Pacific Fund, Inc. Class C Shares*                             -0.15                 - 7.44(1)
ML Pacific Fund, Inc. Class D Shares*                             +0.05                 - 7.01(1)
ML Pacific Fund, Inc. Class A Shares--Total Investment Return*    +0.15                 - 8.29(2)
ML Pacific Fund, Inc. Class B Shares--Total Investment Return*    -0.10                 - 9.20(3)
ML Pacific Fund, Inc. Class C Shares--Total Investment Return*    -0.15                 - 6.57(4)
ML Pacific Fund, Inc. Class D Shares--Total Investment Return*    +0.05                 - 6.07(5)
Market-Weighted Index**                                           -3.73(6)              -13.31(7)
Benchmark Index***                                                -2.09                 -10.17
  Japan                                                       - 8.48/-5.90           -28.46/-16.77      $2,099          81.9%
  Australia                                                   + 5.79/+2.50           + 1.40/-1.49          120           4.7
  Hong Kong                                                   + 7.21/+7.13           + 5.12/+5.00          141           5.5
  Malaysia                                                    + 4.32/+8.22           + 1.49/+8.39          108           4.2
  Singapore                                                   + 0.17/+1.18           - 8.47/-0.18           56           2.2
  Thailand                                                    +14.64/+14.34          + 9.54/+11.09          39           1.5

<PAGE>
<FN>
 ++Investment results shown for Class C and Class D Shares are since
   inception (10/21/94).
(1)Percent change includes reinvestment of $0.469 per share capital
   gains distributions.
(2)Percent change includes reinvestment of $0.219 per share ordinary
   income dividends and $0.469 per share capital gains distributions.
(3)Percent change includes reinvestment of $0.041 per share ordinary
   income dividends and $0.469 per share capital gains distributions.
(4)Percent change includes reinvestment of $0.191 per share ordinary
   income dividends and $0.469 per share capital gains distributions.
(5)Percent change includes reinvestment of $0.213 per share ordinary
   income dividends and $0.469 per share capital gains distributions.
(6)3/31/95 market weights used in this computation. The Market-Weighted 
   Index return and individual country returns do not include dividends.
   (7)6/30/94 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.
***Unmanaged. The Benchmark Index weights US dollar-adjusted returns
   based on 68% Japan, 7% Australia, 14% Hong Kong, 5% Malaysia,
   4% Singapore and 2% Thailand.
</TABLE>


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

Automobile                   5,386,000   Suzuki Motor Corp.                        $   55,993,880   $   60,084,642       4.1%


Beverage                       380,000   Chukyo Coca-Cola Bottling Co., Ltd.            5,420,506        3,902,727       0.3
                               424,000   Hokkaido Coca-Cola Bottling Co., Ltd.          6,399,350        6,206,587       0.4
                               386,000   Kinki Coca-Cola Bottling Co., Ltd.             7,430,096        5,513,635       0.4
                               476,000   Mikuni Coca-Cola Bottling Co., Ltd.            8,487,432        6,181,088       0.4
                               470,800   Sanyo Coca-Cola Bottling Co., Ltd.             7,040,767        7,669,744       0.5
                                                                                   --------------   --------------     ------
                                                                                       34,778,151       29,473,781       2.0


Capital Goods                9,765,000   Mitsubishi Heavy Industries, Ltd.             69,147,008       66,398,772       4.5


Chemicals                    1,400,000   Shin-Etsu Chemical Co., Ltd.                  24,090,347       24,625,192       1.7

<PAGE>
Consumer Electronics  YEN  409,000,000   Matsushita Electric Works, Ltd.--C.E.W.
                                         #8, 2.70% due 5/31/2002                        4,543,869        5,161,386       0.3


Containers                   2,691,000   Toyo Seikan Kaisha, Ltd.                      59,461,536       78,782,670       5.3


Electric                     1,226,750   Chudenko Corp.                                38,520,215       48,658,718       3.3
Construction                 1,978,700   Kinden Corp.                                  35,354,949       37,840,798       2.6
                             1,120,500   Taihei Dengyo Kaisha, Ltd.                    24,799,538       17,063,452       1.2
                                                                                   --------------   --------------     ------
                                                                                       98,674,702      103,562,968       7.1


Electric Equipment           2,369,900   Murata Manufacturing Co., Ltd.                78,936,191       89,804,970       6.1
                               923,000   The Nippon Signal Co., Ltd.                   13,935,321        6,058,175       0.4
                               862,000   Rohm Co., Ltd.                                32,696,434       44,570,417       3.0
                                   169   Sumitomo Electric Industries, Ltd.,
                                         #1 YEN (Warrants)(a)                             185,351           89,777       0.0
                                                                                   --------------   --------------     ------
                                                                                      125,753,297      140,523,339       9.5


Iron & Steel                   475,000   Maruichi Steel Tube, Ltd.                      6,023,843        9,252,154       0.6


Office Equipment             3,352,000   Canon, Inc.                                   49,271,196       54,607,012       3.7


Pharmaceuticals              2,377,100   Sankyo Co., Ltd.                              53,328,237       55,281,395       3.7


Property &                   7,268,000   Dai-Tokyo Fire & Marine Insurance Co.,
Casualty                                 Ltd.                                          43,498,092       51,479,164       3.5
Insurance                    4,492,000   Fuji Fire & Marine Insurance Co., Ltd.        16,261,457       25,135,262       1.7
                             5,911,000   Koa Fire & Marine Insurance Co., Ltd.         35,879,186       36,285,208       2.5
                             5,777,000   Nichido Fire & Marine Insurance Co., Ltd.     30,379,166       46,715,205       3.2
                             3,912,000   Sumitomo Marine & Fire Insurance Co.,
                                         Ltd.                                          35,456,850       31,079,873       2.1
                             4,330,000   Tokio Marine & Fire Insurance Co., Ltd.       43,250,099       49,684,335       3.4
                                                                                   --------------   --------------     ------
                                                                                      204,724,850      240,379,047      16.4


Retailing                    1,189,000   Ito-Yokado Co., Ltd.                          57,048,890       62,741,471       4.3
                               364,000   Sangetsu Co., Ltd.                             8,382,717        9,668,280       0.7
                               389,400   Senshukai Co., Ltd.                            6,286,430        7,033,196       0.5
                                                                                   --------------   --------------     ------
                                                                                       71,718,037       79,442,947       5.5


                                         Total Investments in Japan                   857,508,953      947,575,305      64.4
</TABLE>


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

Food &                       1,553,804   Burns Philp & Co., Ltd.                   $    3,922,601   $    3,241,126       0.2%
Beverage                     5,398,287   Coca-Cola Amatil, Ltd.                        24,682,296       33,321,736       2.3
                             1,349,571   Coca-Cola Amatil, Ltd. (Rights)(d)                     0        1,541,608       0.1
                                                                                   --------------   --------------     ------
                                                                                       28,604,897       38,104,470       2.6


Leisure                     13,447,500   Village Roadshow Ltd. 'A' (Preferred)         23,429,102       29,100,054       2.0


Paper & Packaging            2,689,039   Amcor Ltd.                                    19,394,022       19,841,881       1.3


Property                     5,306,001   Lend Lease Corp.                              66,311,678       67,687,647       4.6
                      US$    1,500,000   Lend Lease Finance International,
                                         4.75% due 6/01/2003                            1,736,250        1,650,000       0.1
                                                                                   --------------   --------------     ------
                                                                                       68,047,928       69,337,647       4.7


                                         Total Investments in Australia               139,475,949      156,384,052      10.6


Hong Kong Securities

Banking                      3,897,894   HSBC Holdings PLC                             44,935,496       50,000,127       3.4


Diversified                  4,410,500   Swire Pacific Ltd. 'A'                        36,772,778       33,631,822       2.3


Utilities--Electric         10,032,300   China Light & Power Co., Ltd.                 41,230,806       51,605,281       3.5


Utilities--                 15,741,800   Hong Kong Telecommunications, Ltd.            29,991,994       31,128,370       2.1
Telecommunications             670,500   Hong Kong Telecommunications, Ltd.
                                         (ADR)(b)                                       4,896,660       13,326,188       0.9
                                                                                   --------------   --------------     ------
                                                                                       34,888,654       44,454,558       3.0


                                         Total Investments in Hong Kong               157,827,734      179,691,788      12.2

<PAGE>
Indian Securities

Banking                          9,800   SCICI, Ltd.                                       44,127           21,382       0.0


Broadcast/Media                620,000   BITV                                           3,557,823        3,554,706       0.2


Diversified                  1,705,000   Master Plus (e)                                1,083,668          706,004       0.0
Mutual Funds


                                         Total Investments in India                     4,685,618        4,282,092       0.2


Indonesian Securities

Pharmaceuticals              1,634,000   PT Kalbe Farma                                 5,525,626        7,487,332       0.5


                                         Total Investments in Indonesia                 5,525,626        7,487,332       0.5


Malaysian Securities

Diversified                 14,896,800   Sime Darby BHD                                35,217,136       41,558,252       2.8


Leisure                      1,125,000   Genting BHD                                    1,759,320       11,113,100       0.8
                             1,450,000   Resorts World BHD                              2,382,084        8,506,667       0.6
                                                                                   --------------   --------------     ------
                                                                                        4,141,404       19,619,767       1.4


Transportation               3,661,000   Malaysian International Shipping BHD          12,515,710       10,738,933       0.7


                                         Total Investments in Malaysia                 51,874,250       71,916,952       4.9
</TABLE>


<TABLE>
SCHEDULE OF INVESTMENTS (concluded)
<CAPTION>
                           Shares Held/                                                                 Value      Percent of
Industry                    Face Amount               Investments                        Cost         (Note 1a)    Net Assets
<S>                   <C>              <S>                                         <C>              <C>                <C>
Pakistan Securities
<PAGE>
Utilities                       43,298 ++Pakistan Telecommunications (GDR)
                                         (c)(e)                                    $    7,783,681   $    4,308,151       0.3%


                                         Total Investments in Pakistan                  7,783,681        4,308,151       0.3


Singaporean Securities

Food                         3,600,000   Cerebos Pacific Ltd.                           5,153,632       21,130,995       1.4


Transportation                 300,000   Singapore Bus Co. Ltd.--Foreign
                                         Registered                                     1,060,285        2,093,772       0.1


                                         Total Investments in Singapore                 6,213,917       23,224,767       1.5


South Korean Securities

Textiles                         3,080   Taekwang Industries Co.                          716,353        2,356,107       0.2


                                         Total Investments in South Korea                 716,353        2,356,107       0.2


Short-Term Securities

Commercial Paper*     US$    8,590,000   General Electric Capital Corp., 6.20%
                                         due 7/03/1995                                  8,587,041        8,587,041       0.6


                                         Total Investments in Short-Term Securities     8,587,041        8,587,041       0.6



                              Face                                                     Premiums
                             Amount                                                      Paid

Currency Put Options Purchased

                       US$ 323,000,000   Japanese Yen expiring January 1996 at
                                         YEN 102                                        5,963,200          113,050       0.0
                           156,010,000   Japanese Yen expiring January 1996 at
                                         YEN 102                                        2,752,016           78,005       0.0
                           120,848,684   Japanese Yen expiring February 1996 at
                                         YEN 102                                        1,836,900           72,509       0.0
                           275,641,027   Japanese Yen expiring March 1996 at
                                         YEN 92                                         6,450,000        2,246,474       0.2


                                         Total Currency Put Options Purchased          17,002,116        2,510,038       0.2


Total Investments                                                                  $1,257,201,238    1,408,323,625      95.6
<PAGE>                                                                                   ==============
Other Assets Less Liabilities                                                                           65,297,633       4.4
                                                                                                    --------------     ------
Net Assets                                                                                          $1,473,621,258     100.0%
                                                                                                    ==============     ======



(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 Receipt.
(c)GDR--Global Depositary Receipt.
(d)The rights may be exercised until 7/11/1995.
(e)Non-income producing security.
  *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.
 ++Restricted securities as to resale. The value of the Fund's
   investment in restricted securities was approximately $4,308,000,
   representing 0.3% of net assets.

                            Acquisition                        Value
   Issue                       Date            Cost          (Note 1a)

   Pakistan
   Telecommunications
   (GDR)                     9/16/1994       $7,783,681     $4,308,151

   Total                                     $7,783,681     $4,308,151
                                             ==========     ==========


   See Notes to Financial Statements.
</TABLE>


<PAGE>
FINANCIAL INFORMATION

<TABLE>
Statement of Assets and Liabilities as of June 30, 1995
<S>                 <S>                                                                  <C>              <C>
Assets:             Investments, at value (identified cost--$1,240,199,122) (Note 1a)                     $1,405,813,587
                    Options purchased, at value (cost--$17,002,116) (Notes 1a & 1b)                            2,510,038
                    Foreign cash (Note 1c)                                                                    60,370,430
                    Receivables:
                      Dividends                                                          $    6,045,832
                      Capital shares sold                                                     5,048,396
                      Securities sold                                                         1,551,700
                      Interest                                                                   15,805       12,661,733
                                                                                         --------------
                    Prepaid registration fees and other assets (Note 1f)                                          51,365
                                                                                                          --------------
                    Total assets                                                                           1,481,407,153
                                                                                                          --------------


Liabilities:        Payables:
                      Capital shares redeemed                                                 5,547,216
                      Distributor (Note 2)                                                      743,964
                      Investment adviser (Note 2)                                               737,144
                      Securities purchased                                                      444,154        7,472,478
                                                                                         --------------
                    Accrued expenses and other liabilities                                                       313,417
                                                                                                          --------------
                    Total liabilities                                                                          7,785,895
                                                                                                          --------------


Net Assets:         Net assets                                                                            $1,473,621,258
                                                                                                          ==============


Net Assets          Class A Shares of Common Stock, $0.10 par value, 100,000,000
Consist of:         shares authorized                                                                     $    2,671,924
                    Class B Shares of Common Stock, $0.10 par value, 100,000,000
                    shares authorized                                                                          4,357,813
                    Class C Shares of Common Stock, $0.10 par value, 100,000,000
                    shares authorized                                                                             96,909
                    Class D Shares of Common Stock, $0.10 par value, 100,000,000
                    shares authorized                                                                            204,718
                    Paid-in capital in excess of par                                                       1,343,883,948
                    Undistributed investment income--net                                                       1,886,380
                    Accumulated realized capital losses on investments and foreign
                    currency transactions--net                                                               (12,800,684)
                    Distributions in excess of realized capital gains on investments and
                    foreign currency transactions--net                                                       (18,224,428)
                    Unrealized appreciation on investments and foreign currency
                    transactions--net                                                                        151,544,678
                                                                                                          --------------
                    Net assets                                                                            $1,473,621,258
                                                                                                          ==============

<PAGE>
Net Asset Value:    Class A--Based on net assets of $552,281,294 and 26,719,245 shares
                    outstanding                                                                           $        20.67
                                                                                                          ==============
                    Class B--Based on net assets of $860,096,738 and 43,578,134 shares
                    outstanding                                                                           $        19.74
                                                                                                          ==============
                    Class C--Based on net assets of $18,984,030 and 969,092 shares
                    outstanding                                                                           $        19.59
                                                                                                          ==============
                    Class D--Based on net assets of $42,259,196 and 2,047,183 shares
                    outstanding                                                                           $        20.64
                                                                                                          ==============


                    See Notes to Financial Statements.
</TABLE>


FINANCIAL INFORMATION (continued)


<TABLE>
Statement of Operations for the Six Months Ended June 30, 1995
<S>                 <S>                                                                  <C>              <C>
Investment          Dividends (net of $966,161 foreign withholding tax)                                   $   11,701,335
Income              Interest and discount earned (net of $6,129 foreign
(Notes 1d & 1e):    withholding tax)                                                                           1,842,468
                                                                                                          --------------
                    Total income                                                                              13,543,803
                                                                                                          --------------


Expenses:           Investment advisory fees (Note 2)                                    $    4,485,520
                    Account maintenance and distribution fees--Class B (Note 2)               4,431,806
                    Transfer agent fees--Class B (Note 2)                                     1,000,716
                    Custodian fees                                                              664,737
                    Transfer agent fees--Class A (Note 2)                                       543,328
                    Printing and shareholder reports                                            156,073
                    Account maintenance and distribution fees--Class C (Note 2)                  71,467
                    Accounting services (Note 2)                                                 64,017
                    Registration fees (Note 1f)                                                  61,784
                    Professional fees                                                            46,400
                    Account maintenance fees--Class D (Note 2)                                   40,703
                    Transfer agent fees--Class D (Note 2)                                        31,874
                    Directors' fees and expenses                                                 23,324
                    Transfer agent fees--Class C (Note 2)                                        17,064
                    Pricing fees                                                                  3,722
                    Other                                                                        14,888
                                                                                         --------------
                    Total expenses                                                                            11,657,423
                                                                                                          --------------
                    Investment income--net                                                                     1,886,380
                                                                                                          --------------

<PAGE>
Realized &          Realized gain (loss) from:
Unrealized Gain       Investments--net                                                           39,365
(Loss) on             Foreign currency transactions--net                                    (12,840,049)     (12,800,684)
Investments &                                                                            --------------
Foreign Currency    Change in unrealized appreciation/depreciation on:
Transactions          Investments--net                                                      (24,331,909)
- --Net (Notes 1b,      Foreign currency transactions--net                                      1,224,891      (23,107,018)
1c, 1d & 3):                                                                             --------------   --------------
                    Net realized and unrealized loss on investments and foreign
                    currency transactions                                                                    (35,907,702)
                                                                                                          --------------
                    Net Decrease in Net Assets Resulting from Operations                                  $  (34,021,322)
                                                                                                          ==============


                    See Notes to Financial Statements.
</TABLE>


FINANCIAL INFORMATION (continued)


<TABLE>
Statements of Changes in Net Assets
<CAPTION>
                                                                                           For the Six        For the
                                                                                           Months Ended      Year Ended
Increase (Decrease) in Net Assets:                                                        June 30, 1995    Dec. 31, 1994
<S>                 <S>                                                                  <C>              <C>
Operations:         Investment income (loss)--net                                        $    1,886,380   $   (1,579,329)
                    Realized gain (loss) on investments and foreign currency
                    transactions--net                                                       (12,800,684)      33,063,391
                    Change in unrealized appreciation/depreciation on
                    investments and foreign currency transactions--net                      (23,107,018)     (31,301,124)
                                                                                         --------------   --------------
                    Net increase (decrease) in net assets resulting from operations         (34,021,322)         182,938
                                                                                         --------------   --------------

<PAGE>
Dividends &         In excess of investment income--net:
Distributions to      Class A                                                                        --       (5,944,755)
Shareholders          Class B                                                                        --       (1,798,546)
(Note 1g):            Class C                                                                        --          (67,122)
                      Class D                                                                        --         (185,967)
                    Realized gain on investments--net:
                      Class A                                                                        --       (8,886,236)
                      Class B                                                                        --      (14,441,473)
                      Class C                                                                        --         (115,222)
                      Class D                                                                        --         (286,591)
                    In excess of realized gain on investments--net:
                      Class A                                                                        --       (3,830,198)
                      Class B                                                                        --       (6,224,649)
                      Class C                                                                        --          (49,664)
                      Class D                                                                        --         (123,527)
                                                                                         --------------   --------------
                    Net decrease in net assets resulting from dividends and
                    distributions to shareholders                                                    --      (41,953,950)
                                                                                         --------------   --------------


Capital Share       Net increase (decrease) in net assets derived from capital
Transactions        share transactions                                                      (24,668,292)     593,752,517
(Note 4):                                                                                --------------   --------------


Net Assets:         Total increase (decrease) in net assets                                 (58,689,614)     551,981,505
                    Beginning of period                                                   1,532,310,872      980,329,367
                                                                                         --------------   --------------
                    End of period*                                                       $1,473,621,258   $1,532,310,872
                                                                                         ==============   ==============


                   *Undistributed investment income--net                                 $    1,886,380   $           --
                                                                                         ==============   ==============


                    See Notes to Financial Statements.
</TABLE>


FINANCIAL INFORMATION (continued)

<PAGE>
<TABLE>
Financial Highlights
<CAPTION>
The following per share data and ratios have been derived                                Class A
from information provided in the financial statements.           For the Six
                                                                 Months Ended      For the Year Ended December 31,
Increase (Decrease) in Net Asset Value:                         June 30, 1995++ 1994++     1993        1992       1991
<S>                 <S>                                            <C>        <C>        <C>        <C>         <C>
Per Share           Net asset value, beginning of period           $  21.12   $  21.21   $  15.80   $  18.34    $  16.52
Operating                                                          --------   --------   --------   --------    --------
Performance:        Investment income--net                              .09        .10        .07        .05         .04
                    Realized and unrealized gain (loss) on
                    investments and foreign currency
                    transactions--net                                  (.54)       .50       5.37      (1.63)       2.73
                                                                   --------   --------   --------   --------    --------
                    Total from investment operations                   (.45)       .60       5.44      (1.58)       2.77
                                                                   --------   --------   --------   --------    --------
                    Less dividends and distributions:
                      Investment income--net                             --         --         --       (.01)       (.11)
                      In excess of investment income--net                --       (.22)      (.03)        --          --
                      Realized gain on investments--net                  --       (.33)        --       (.95)       (.84)
                      In excess of realized gain on
                      investments--net                                   --       (.14)        --         --          --
                                                                   --------   --------   --------   --------    --------
                    Total dividends and distributions                    --       (.69)      (.03)      (.96)       (.95)
                                                                   --------   --------   --------   --------    --------
                    Net asset  value, end of period                $  20.67   $  21.12   $  21.21   $  15.80    $  18.34
                                                                   ========   ========   ========   ========    ========


Total               Based on net asset value per share               (2.13%)+++  2.90%     34.41%     (8.75%)     17.04%
Investment                                                         ========   ========   ========   ========    ========
Return:**


Ratios to           Expenses                                           .93%*      .91%       .90%       .98%       1.02%
Average                                                            ========   ========   ========   ========    ========
Net Assets:         Investment income--net                             .88%*      .47%       .47%       .40%        .43%
                                                                   ========   ========   ========   ========    ========


Supplemental        Net assets, end of period (in thousands)       $552,281   $587,107   $472,322   $284,674    $304,712
Data:                                                              ========   ========   ========   ========    ========
                    Portfolio turnover                               12.76%     23.84%     13.25%      7.62%       5.91%
                                                                   ========   ========   ========   ========    ========

                 <FN>
                   *Annualized.
                  **Total investment return excludes the effects of sales loads.
                  ++Based on average shares outstanding during the period.
                 +++Aggregate total investment return.


                    See Notes to Financial Statements.
</TABLE>

<PAGE>
FINANCIAL INFORMATION (continued)


<TABLE>
Financial Highlights (continued)
<CAPTION>
The following per share data and ratios have been derived                                       Class B
from information provided in the financial statements.           For the Six
                                                                 Months Ended      For the Year Ended December 31,
Increase (Decrease) in Net Asset Value:                         June 30, 1995++ 1994++     1993        1992       1991
<S>                 <S>                                            <C>        <C>        <C>        <C>         <C>
Per Share           Net asset value, beginning of period           $  20.27   $  20.41   $  15.34   $  18.01    $  16.30
Operating                                                          --------   --------   --------   --------    --------
Performance:        Investment loss--net                               (.01)      (.12)      (.10)      (.12)       (.14)
                    Realized and unrealized gain (loss) on
                    investments and foreign currency
                    transactions--net                                  (.52)       .49       5.17      (1.60)       2.69
                                                                   --------   --------   --------   --------    --------
                    Total from investment operations                   (.53)       .37       5.07      (1.72)       2.55
                                                                   --------   --------   --------   --------    --------
                    Less dividends and distributions:
                      Investment income--net                             --       (.04)        --         --          --
                      Realized gain on investments--net                  --       (.33)        --       (.95)       (.84)
                      In excess of realized gain on
                      Investments--net                                   --       (.14)        --         --          --
                                                                   --------   --------   --------   --------    --------
                    Total dividends and distributions                    --       (.51)        --       (.95)       (.84)
                                                                   --------   --------   --------   --------    --------
                    Net asset value, end of period                 $  19.74   $  20.27   $  20.41   $  15.34    $  18.01
                                                                   ========   ========   ========   ========    ========


Total Investment    Based on net asset value per share               (2.61%)+++  1.87%     33.05%     (9.72%)     15.87%
Return:**                                                          ========   ========   ========   ========    ========



Ratios to Average   Expenses, excluding account maintenance and
Net Assets:         distribution fees                                  .96%*      .94%       .92%      1.00%       1.04%
                                                                   ========   ========   ========   ========    ========
                    Expenses                                          1.96%*     1.94%      1.92%      2.00%       2.04%
                                                                   ========   ========   ========   ========    ========
                    Investment loss--net                              (.15%)*    (.56%)     (.56%)     (.61%)      (.60%)
                                                                   ========   ========   ========   ========    ========


Supplemental        Net assets, end of period (in thousands)       $860,097   $915,351   $508,008   $165,015    $105,669
Data:                                                              ========   ========   ========   ========    ========
                    Portfolio turnover                               12.76%     23.84%     13.25%      7.62%       5.91%
                                                                   ========   ========   ========   ========    ========

<PAGE>
                 <FN>
                   *Annualized.
                  **Total investment return excludes the effects of sales loads.
                  ++Based on average shares outstanding during the period.
                 +++Aggregate total investment return.


                    See Notes to Financial Statements.
</TABLE>


FINANCIAL INFORMATION (concluded)


<TABLE>
Financial Highlights (concluded)
<CAPTION>
                                                                                Class C                   Class D
                                                                         For the       For the     For the      For the
                                                                           Six         Period        Six        Period
The following per share data and ratios have been derived                 Months       Oct. 21,     Months      Oct. 21,
from information provided in the financial statements.                    Ended       1994++ to     Ended      1994++ to
                                                                         June 30,      Dec. 31,    June 30,     Dec. 31,
Increase (Decrease) in Net Asset Value:                                   1995++++     1994++++     1995++++     1994++++
<S>                 <S>                                                  <C>          <C>          <C>          <C>
Per Share           Net asset value, beginning of period                 $  20.12     $  21.67     $  21.11     $  22.70
Operating                                                                --------     --------     --------     --------
Performance:        Investment income (loss)--net                            (.01)        (.03)         .07           --
                    Realized and unrealized loss on investments and
                    foreign currency transactions--net                       (.52)        (.86)        (.54)        (.91)
                                                                         --------     --------     --------     --------
                    Total from investment operations                         (.53)        (.89)        (.47)        (.91)
                                                                         --------     --------     --------     --------
                    Less dividends and distributions:
                      In excess of investment income--net                      --         (.19)          --         (.21)
                      Realized gain on investments--net                        --         (.33)          --         (.33)
                      In excess of realized gain on investments--net           --         (.14)          --         (.14)
                                                                         --------     --------     --------     --------
                    Total dividends and distributions                          --         (.66)          --         (.68)
                                                                         --------     --------     --------     --------
                    Net asset value, end of period                       $  19.59     $  20.12     $  20.64     $  21.11
                                                                         ========     ========     ========     ========


Total Investment    Based on net asset value per share                     (2.63%)+++   (4.04%)+++   (2.23%)+++   (3.93%)+++
Return:**                                                                ========     ========     ========     ========

<PAGE>
Ratios to           Expenses, excluding account maintenance and
Average Net         distribution fees                                        .98%*       1.17%*        .94%*       1.17%*
Assets:                                                                  ========     ========     ========     ========
                    Expenses                                                1.98%*       2.17%*       1.19%*       1.42%*
                                                                         ========     ========     ========     ========
                    Investment income (loss)--net                           (.10%)*      (.79%)*       .64%*        .12%*
                                                                         ========     ========     ========     ========


Supplemental        Net assets, end of period (in thousands)             $ 18,984     $  7,841     $ 42,259     $ 22,012
Data:                                                                    ========     ========     ========     ========
                    Portfolio turnover                                     12.76%       23.84%       12.76%       23.84%
                                                                         ========     ========     ========     ========


                <FN>
                   *Annualized.
                  **Total investment return excludes the effects of sales loads.
                  ++Commencement of Operations.
                ++++Based on average shares outstanding during the period.
                 +++Aggregate total investment return.

                    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 non-diversified, open-end
management investment company. These unaudited financial statements
reflect all adjustments which are, in the opinion of management,
necessary to a fair statement of the results for the interim period
presented. All such adjustments are of a normal recurring nature.
The Fund offers four classes of shares under the Merrill Lynch
Select Pricing SM System. Shares of Class A and Class D are sold with
a front-end sales charge. Shares of Class B and Class C may be
subject to a contingent deferred sales charge. All classes of shares
have identical voting, dividend, liquidation and other rights and
the same terms and conditions, except that Class B, Class C and
Class D Shares bear certain expenses related to the account
maintenance of such shares, and Class B and Class C Shares also bear
certain expenses related to the distribution of such shares. Each
class has exclusive voting rights with respect to matters relating
to its account maintenance and distribution expenditures. 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
markets are valued at the last available bid price prior to the time
of valuation. Securities which are traded both in the over-the-
counter market and on a stock exchange are valued according to the
broadest and most representative market. Options written are valued
at the last sale price in the case of exchange-traded options or, in
the case of options traded in the over-the-counter market, the last
asked price. Options purchased are valued at the last sale price in
the case of exchange-traded options or, in the case of options
traded in the over-the-counter market, the last bid price. Short-
term securities are valued at amortized cost, which approximates
market value. Other investments, including futures contracts and
related options, are stated at market value. Securities and assets
for which market quotations are not readily available are valued at
their fair value as determined in good faith by or under the
direction of the Fund's Board of Directors.

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

* Forward foreign exchange contracts--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.
<PAGE>
* Options--The Fund can write and purchase call and 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 value of the option written.

When a security is purchased or sold through an exercise of an
option, the related premium paid (or received) is added to (or
deducted from) the basis of the security acquired or deducted from
(or added to) the 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 to the extent the cost of the closing
transaction exceeds the premium paid or received).

Written and purchased options are non-income producing investments.

* 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
the 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.

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

(d) 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 Fund is 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.
<PAGE>
(e) 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.

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

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

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. ("PSI"), an indirect wholly-
owned subsidiary of Merrill Lynch & Co., Inc. ("ML & Co."), which is
the limited partner. The Fund has also entered into a Distribution
Agreement and Distribution Plans with Merrill Lynch Funds
Distributor, Inc. ("MLFD" or "Distributor"), a wholly-owned
subsidiary of Merrill Lynch Group, Inc.

MLAM is responsible 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.

Pursuant to the distribution plans ("the Distribution Plans")
adopted by the Fund in accordance with Rule 12b-1 under the
Investment Company Act of 1940, the Fund pays the Distributor
ongoing account maintenance and distribution fees. The fees are
accrued daily and paid monthly at annual rates based upon the
average daily net assets of the shares as follows:
<PAGE>

                                           Account     Distribution
                                       Maintenance Fee     Fee

Class B                                     0.25%          0.75%
Class C                                     0.25%          0.75%
Class D                                     0.25%           --


NOTES TO FINANCIAL STATMENTS (concluded)


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

For the six months ended June 30, 1995, MLFD earned underwriting
discounts and MLPF&S earned dealer concessions on sales of the
Fund's Class A and Class D Shares as follows:


                                       MLFD         MLPF&S

Class A                               $ 8,933       $129,341
Class D                               $21,865       $335,350


MLPF&S received contingent deferred sales charges of $1,634,418
relating to capital share transactions for the sale of Class B
Shares, $4,677 relating to capital share transactions for the sale
of Class C Shares, and $33,863 in commissions on the execution of
portfolio security transactions for the Fund for the six months
ended June 30, 1995.

Merrill Lynch Financial Data Services, Inc. ("MLFDS"), 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 MLAM, PSI, MLPF&S, MLFDS, MLFD, and/or ML & Co.
<PAGE>
3. Investments:
Purchases and sales of investments, excluding short-term securities,
for six months ended June 30, 1995 were $ 180,264,774 and $ 209,673,470, 
respectively.

Net realized and unrealized gains (losses) as of June 30, 1995 were
as follows:


                                   Realized       Unrealized
                                 Gains (Losses) Gains (Losses)

Long-term investments            $     39,891   $165,614,465
Short-term investments                   (526)            --
Currency options
purchased                         (16,928,250)   (14,492,078)
Foreign currency
transactions                        4,088,201        422,291
                                 ------------   ------------
Total                            $(12,800,684)  $151,544,678
                                 ============   ============


As of June 30, 1995, net unrealized appreciation for Federal income
tax purposes aggregated $165,614,465, of which $203,946,343 related
to appreciated securities and $38,331,878 related to depreciated
securities. At June 30, 1995, the aggregate cost of investments for
Federal income tax purposes was $1,240,199,122.

4. Capital Share Transactions:
Net increase (decrease) in net assets derived from capital share
transactions was $(24,668,292) and $593,752,517 for the six months
ended June 30, 1995 and the year ended December 31, 1994,
respectively.

Transactions in capital shares for each class were as follows:


Class A Shares for the Six Months                   Dollar
Ended June 30, 1995                   Shares        Amount

Shares sold                         4,499,007   $ 91,577,596
Shares redeemed                    (5,584,847)  (114,510,960)
                                 ------------   ------------
Net decrease                       (1,085,840)  $(22,933,364)
                                 ============   ============

<PAGE>
Class A Shares for the Year                         Dollar
Ended December 31, 1994               Shares        Amount

Shares sold                        10,984,489   $247,288,984
Shares issued to shareholders
in reinvestment of dividends
and distributions                     768,428     15,860,370
                                 ------------   ------------
Total issued                       11,752,917    263,149,354
Shares redeemed                    (6,215,599)  (138,930,148)
                                 ------------   ------------
Net increase                        5,537,318   $124,219,206
                                 ============   ============


Class B Shares for the Six Months                   Dollar
Ended June 30, 1995                   Shares        Amount

Shares sold                         7,857,578   $151,583,451
Shares redeemed                    (9,090,278)  (177,703,723)
Automatic conversion of
shares                               (355,690)    (7,010,859)
                                 ------------   ------------
Net decrease                       (1,588,390)  $(33,131,131)
                                 ============   ============


Class B Shares for the Year                         Dollar
Ended December 31, 1994               Shares        Amount

Shares sold                        28,150,808   $607,930,382
Shares issued to shareholders
in reinvestment of dividends
and distributions                     983,066     19,484,381
                                 ------------   ------------
Total issued                       29,133,874    627,414,763
Shares redeemed                    (8,356,463)  (178,494,709)
Automatic conversion of
shares                               (495,115)   (10,418,140)
                                 ------------   ------------
Net increase                       20,282,296   $438,501,914
                                 ============   ============


Class C Shares for the Six Months                   Dollar
Ended June 30, 1995                   Shares        Amount

Shares sold                           909,895   $ 17,502,449
Shares redeemed                      (330,569)    (6,463,062)
                                 ------------   ------------
Net increase                          579,326   $ 11,039,387
                                 ============   ============

<PAGE>
Class C Shares for the Period
October 21, 1994++ to                               Dollar
December 31, 1994                     Shares        Amount

Shares sold                           405,281   $  8,528,274
Shares issued to shareholders
in reinvestment of dividends
and distributions                      10,503        205,553
                                 ------------   ------------
Total issued                          415,784      8,733,827
Shares redeemed                       (26,018)      (537,293)
                                 ------------   ------------
Net increase                          389,766   $  8,196,534
                                 ============   ============

[FN]
++Commencement of Operations.


Class D Shares for the Six Months                   Dollar
Ended June 30, 1995                   Shares        Amount

Shares sold                         1,372,659   $ 27,871,003
Automatic conversion
of shares                             340,724      7,010,859
                                 ------------   ------------
Total issued                        1,713,383     34,881,862
Shares redeemed                      (708,748)   (14,525,046)
                                 ------------   ------------
Net increase                        1,004,635   $ 20,356,816
                                 ============   ============


Class D Shares for the Period                       Dollar
Oct. 21, 1994++ to Dec. 31, 1994      Shares        Amount

Shares sold                           624,623   $ 13,638,511
Automatic conversion of
shares                                472,533     10,418,140
Shares issued to shareholders
in reinvestment of dividends
and distributions                      26,192        537,989
                                 ------------   ------------
Total issued                        1,123,348     24,594,640
Shares redeemed                       (80,800)    (1,759,777)
                                 ------------   ------------
Net increase                        1,042,548   $ 22,834,863
                                 ============   ============

[FN]
++Commencement of Operations.
<PAGE>



PORTFOLIO INFORMATION


For the Quarter Ended June 30, 1995

                                              Percent of
Ten Largest Equity Holdings                   Net Assets

Murata Manufacturing Co., Ltd.                     6.1%
Toyo Seikan Kaisha, Ltd.                           5.3
Lend Lease Corp.                                   4.6
Mitsubishi Heavy Industries, Ltd.                  4.5
Ito-Yokado Co., Ltd.                               4.3
Suzuki Motor Corp.                                 4.1
Sankyo Co., Ltd.                                   3.7
Canon, Inc.                                        3.7
China Light & Power Co., Ltd.                      3.5
Dai-Tokyo Fire & Marine Insurance Co., Ltd.        3.5



                                              Percent of
Ten Largest Industries                        Net Assets

Property & Casualty Insurance                     16.4%
Electric Equipment                                 9.5
Electric Construction                              7.1
Retailing                                          5.5
Containers                                         5.3
Diversified                                        5.1
Property                                           4.7
Capital Goods                                      4.5
Pharmaceuticals                                    4.2
Automobile                                         4.1



Addition
Coca-Cola Amatil, Ltd. (Rights)

<PAGE>
Deletions
BTR Nylex Ltd.
Creative Technology, Ltd.
Canon, Inc., #2 DM (Warrants)
Canon, Inc., #4 US$ (Warrants)
Hitachi, Ltd.
Hong Kong & China Gas Co., Ltd.
Mitsubishi Heavy Industries, Ltd., #3 US$ (Warrants)
Nippon Express Co., Ltd.
Sumitomo Electric Industries, Ltd.




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