MERRILL LYNCH BASIC VALUE FUND INC
N-30D, 1994-08-12
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MERRILL
LYNCH
BASIC VALUE
FUND, INC.

FUND LOGO

Annual Report  June 30, 1994


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

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


MERRILL LYNCH BASIC VALUE FUND, INC.

TO OUR SHAREHOLDERS

The expectation of increasing inflationary pressures and higher
interest rates initially heightened investor concerns and
increased financial market volatility during the June quarter.
However, by the quarter's close, it was the weakness of the US
dollar in foreign exchange markets that dominated the financial
news and prolonged stock and bond market declines.
<PAGE>
The US dollar's weakness relative to other major currencies
reflects the deteriorating US trade deficit and widening net
long-term capital outflows. In 1993, an expanding US economy and
recession in other industrial countries led to a higher level of
imports and weaker export growth, widening the US trade deficit
further. In addition, global investors favored non-US dollar
denominated assets throughout 1993, which has further depressed
the dollar's value. This trend is not improving significantly
thus far in 1994 since foreign inflows into US capital markets
continue to decline, although US investors are investing outside
of the United States to a lesser degree.

Over the longer term, if the economies of the United States'
major trading partners expand (improving the prospects for US
export growth), the outlook for the US dollar is likely to
improve. In the near term, central banks have attempted to
reverse the dollar's decline through currency market
intervention. These efforts have met with limited success thus
far, giving rise to the concern that the Federal Reserve Board
will be forced to continue to raise short-term interest rates to
attract investment capital back to the United States and bolster
the dollar's value. However, further interest rate increases may
jeopardize the US economic expansion. In the weeks ahead,
investors will continue to assess economic data and inflationary
trends as they focus on the US dollar in order to gauge whether
further increases in short-term interest rates are imminent.

Portfolio Matters
For the fiscal year ended June 30, 1994, Merrill Lynch Basic
Value Fund, Inc.'s Class A Shares and Class B Shares provided
total returns of +5.68% and +4.61%, respectively, compared with a
total return of +1.33% for the unmanaged Standard & Poor's
500 Index (S&P 500).

The following table details quarterly performance for the Fund's
Class A Shares and Class B Shares relative to the S&P 500.

                        % Total Return
                  Class A   Class B
Quarter Ended     Shares    Shares    S&P 500

September 1993    +5.52%    +5.24%    +2.61%
December 1993     +1.02     +0.79     +2.35
March 1994        (1.88)    (2.11)    (3.81)
June 1994         +1.05     +0.75     +0.34
Fiscal Year       +5.68     +4.61     +1.33

For the full fiscal year, security purchases exceeded $1 billion
while security sales amounted to approximately $657 million. The
following table outlines the quarterly activity in millions.
<PAGE>
Quarter Ended       Purchases        Sales

September 1993     $  129,814      $149,565
December 1993         257,817       198,132
March 1994            291,063       183,409
June 1994             334,023       125,879

Total              $1,012,717      $656,985
                   ==========      ========

Trading activity was heavily biased toward purchases during the
fiscal year and exceeded security sales by about $356 million.
Most of the Fund's full fiscal year appreciation was achieved
during the September 1993 quarter, marking the only three-month
period where sales were larger than purchases. This activity is
in keeping with our long-term strategy of buying stocks during
periods of weakness and selling securities into periods of
strength. The $657 million in sales for the fiscal year provided
capital gains of over $163 million, a 33% gain.

As the table outlining quarterly activity indicates, security
purchases increased in each quarter of the fiscal year,
culminating in $334 million in security purchases in the June
quarter, $208 million above security sales for the same period.

Most of the June quarter purchases were dedicated to increases in
established positions with an emphasis on stocks that had
experienced recent price weakness, including Deere & Co., Inc.,
General Motors Corp., Digital Equipment Corp., Telefonica de
Espana, S.A. and Unisys Corp. We believed that the weakness in
these issues created worthwhile buying opportunities, especially
in view of our strong cash position.

Two major new additions during the June quarter were Atlantic
Richfield Co., a domestic-based integrated oil and gas company,
and GTE Corp., a major telephone company. Both stocks had come
under selling pressure and at our average cost provided yields in
excess of 5.6%. In the prevailing uncertain market environment,
we believe these attractive yields (twice the market average) are
a decided plus. In addition, we believe both have favorable
appreciation possibilities. Atlantic Richfield Co. is leveraged
to the price of oil, which has increased dramatically in recent
months. GTE Corp. is an interest rate-sensitive issue that
dropped some 20% in price recently as interest rates rose.
Although we have no special insights on interest rate trends, we
believe that at our entry price, the risk/reward ratio of GTE is
decidedly in our favor as overall company fundamentals are
favorable.
<PAGE>
On the sell side, in the June quarter we eliminated two small
West Coast savings and loan stocks, Coast Savings Financial, Inc.
and SFFed Corp.; two other thrifts that were subject to
takeovers, Cragin Financial Corp. and NBB Bancorp, Inc.; and two
electric utilities, FPL Group, Inc. and SCEcorp. Both utilities
cut their dividend, and we felt the funds invested in those
issues could be better utilized elsewhere. Also, the largest
partial sale was a major reduction in Texas Utilities Co., a
company whose dividend has been questioned. While the dividend
may be maintained, there appears little chance of worthwhile
appreciation and dividend increases nearby. Despite the sale of
these utilities, the average yield on the Fund's equity holdings
remains above average at 3.50%, compared to 2.70% for the S&P 500.

Overall, Fund assets increased about 18% during the fiscal year
to $4.0 billion from $3.4 billion a year earlier. The Fund
enjoyed a positive cash flow during the fiscal year with net
subscriptions amounting to $458 million.

The cash position of the Fund was 18% of net assets at the
beginning of the fiscal year and increased to about 22% at the
end of March 1994. The heavy purchase activity during the June
quarter reduced the cash position to about 20% at quarter-end.

Fiscal Year in Review
Although there have been only small overall changes in the widely
followed stock market averages over the past 12 months, these
averages have masked extreme volatility. For example, within our
portfolio, we have 11 stocks that have increased over 20% in the
past year, with price gains ranging from 20% to 82%. At the same
time, ten of our holdings have declined anywhere from 23% to 54%.
We believe these extreme movements are fairly representative of
the market as a whole. This volatility is likely to continue.

The Fund's fiscal year performance was largely determined by the
generally strong performance of the ten largest holdings, which
account for about 25% of the portfolio. Eight of the ten advanced
in price, registering an average gain of about 18%. The portfolio
as a whole had 36 advances, 41 declines and one unchanged holding.
Also, our largest industry commitments, oils and banks, generally
performed well.
<PAGE>
In Conclusion
We stated in our concluding remarks last year that "value" had
outperformed "growth" for the past 18 months and that this was
likely to continue. The distinction has narrowed, and many "value"
investors apparently have been attracted to fallen "growth" issues.
Our own foray into this area--drugs, food and tobacco, about 6% of
net assets--has thus far been undistinguished. However, this 6% of
assets provides about 9% of our dividend flow. Overall, we believe
the Fund is reasonably well structured for an uncertain market
environment.

Sincerely,

(Arthur Zeikel)
Arthur Zeikel
President

(Paul M. Hoffmann)
Paul M. Hoffmann
Vice President and Portfolio Manager

July 11, 1994


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 on page 4
measures performance since inception and may not reflect results of
investments made at any other time.

Total Return Based on a $10,000 Investment

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 6/30/94                  + 5.68%           - 1.19%
Five Years Ended 6/30/94            + 9.20            + 7.74
Ten Years Ended 6/30/94             +14.63            +13.87

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


                                    % Return          % Return
                                  Without CDSC       With CDSC**

Class B Shares*

Year Ended 6/30/94                   +4.61%            +0.64%
Five Years Ended 6/30/94             +8.08             +8.08
Inception (10/21/88)
through 6/30/94                      +8.92             +8.92

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


PERFORMANCE DATA (continued)

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

GRAPHIC MATERIAL APPEARS HERE. SEE APPENDIX: 
GRAPHIC AND IMAGE MATERIAL, ITEM 2.
<PAGE>
<TABLE>
Recent Performance Results*
<CAPTION>
                                                                                                          12 Month      3 Month
                                                                      6/30/94     3/31/94     6/30/93     % Change     % Change
<S>                                                                  <C>         <C>         <C>           <C>          <C>
ML Basic Value Fund Class A Shares                                     $23.17      $22.93      $23.31      +2.57%(1)    +1.05%
ML Basic Value Fund Class B Shares                                      22.87       22.70       23.04      +2.46(1)     +0.75
Dow Jones Industrial Average**                                       3,624.96    3,635.96    3,516.08      +3.10        -0.30
Standard & Poor's 500 Index**                                          444.27      445.77      450.53      -1.39        -0.34
ML Basic Value Fund Class A Shares--Total Return                                                           +5.68(2)     +1.05
ML Basic Value Fund Class B Shares--Total Return                                                           +4.61(3)     +0.75
Dow Jones Industrial Average--Total Return**                                                               +5.94        +0.37
Standard & Poor's 500 Index--Total Return**                                                                +1.33        +0.34

<FN>
(1)Percent change includes reinvestment of $0.726 per share capital gains distributions.
(2)Percent change includes reinvestment of $0.702 per share ordinary income dividends and
   $0.726 per share capital gains distributions.
(3)Percent change includes reinvestment of $0.484 per share ordinary income dividends and
   $0.726 per share capital gains distributions.
  *Investment results shown for the 3-month and 12-month periods are before the deduction
   of any sales charges.
 **An unmanaged broad-based index comprised of common stocks. Total investment returns
   for unmanaged indexes are based on estimates.
</TABLE>


PERFORMANCE DATA (concluded)
<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>
7/1/77--12/31/77               $ 9.60        $ 9.91           --                 --           + 3.23%
1978                             9.91          9.61        $ 0.270            $ 0.490         + 4.65
1979                             9.61         11.46          0.460              0.550         +31.24
1980                            11.46         12.46          0.940              0.600         +23.92
1981                            12.46         10.62          1.370              0.690         + 1.12
1982                            10.62         12.28          0.310              0.680         +28.25
1983                            12.28         14.31          0.920              0.610         +30.52
1984                            14.31         13.38          1.130              0.680         + 7.08
1985                            13.38         15.79          1.020              0.640         +32.17
1986                            15.79         17.06          0.860              0.580         +17.86
1987                            17.06         15.75          1.338              0.973         + 4.36
1988                            15.75         17.90          0.655              0.749         +22.73
1989                            17.90         19.94          0.226              0.872         +17.54
1990                            19.94         16.09          0.303              0.969         -13.07
1991                            16.09         19.36          0.272              0.772         +27.23
1992                            19.36         20.34          0.325              0.680         +10.36
1993                            20.34         23.37          0.726              0.702         +22.16
1/1/94--6/30/94                 23.37         23.17           --                 --           - 0.86
                                                           -------            -------
                                                     Total $11.125      Total $11.237

                                                    Cumulative total return as of 6/30/94: +1,003.99%**

<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 A 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              $18.79        $17.89       $0.352             $0.361          - 0.96%
1989                             17.89         19.83        0.226              0.756          +16.33
1990                             19.83         16.01        0.303              0.781          -13.92
1991                             16.01         19.25        0.272              0.583          +25.91
1992                             19.25         20.21        0.325              0.481          + 9.24
1993                             20.21         23.19        0.726              0.484          +20.93
1/1/94--6/30/94                  23.19         22.87         --                 --            - 1.38
                                                           ------             ------
                                                     Total $2.204       Total $3.446

                                                       Cumulative total return as of 6/30/94: +62.66%**

<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>
<PAGE>
<TABLE>
SCHEDULE OF INVESTMENTS
<CAPTION>
                           Shares                                                                             Value      Percent of
Industry                    Held                  Stocks                                      Cost          (Note 1a)    Net Assets
<S>                      <C>        <S>                                                   <C>              <C>              <C>
Discount from Book Value

Metals/Non-Ferrous       1,400,000    ASARCO Inc.                                         $   35,255,430   $   39,375,000     1.0%
Insurance                  800,000    Aetna Life & Casualty Co.                               35,195,218       44,700,000     1.1
Savings & Loans          1,850,000    Ahmanson(H.F.) & Co.                                    32,200,305       34,918,750     0.9
Insurance                  260,000    American National Insurance Co.                          9,749,442       12,220,000     0.3
Insurance                  600,000    CIGNA Corp.                                             31,341,428       43,875,000     1.1
Insurance                1,000,000    Continental Corp.                                       31,627,263       15,500,000     0.4
Information Processing   1,700,000  ++Data General Corp.                                      23,653,243       13,175,000     0.3
Information Processing   2,600,000  ++Digital Equipment Corp.                                110,424,691       50,375,000     1.3
Utilities                1,000,000    Entergy Corp.                                           19,799,508       24,750,000     0.6
Retail                   1,600,000    K mart Corp.                                            30,422,460       24,800,000     0.6
Retail                     550,000    K mart Corp.(Pfd. P)                                    24,266,763       17,256,250     0.4
                                                                                          --------------   --------------   ------
                                                                                             383,935,751      320,945,000     8.0
<PAGE>
Below-Average Price/Earnings Ratio

Insurance                  600,000    Allstate Corp.                                          16,316,532       14,250,000     0.4
Insurance                2,000,000    American General Corp.                                  34,620,231       55,250,000     1.4
Steel                    1,400,000  ++Bethlehem Steel Corp.                                   19,927,935       26,075,000     0.6
Banking                  1,570,000    Chase Manhattan Corp.                                   35,345,175       60,052,500     1.5
Banking                  2,200,000    Citicorp, Inc.                                          53,771,262       87,725,000     2.2
Financial Services         800,000    Dean Witter Discover & Co.                              20,456,508       30,000,000     0.8
Farm & Construction
  Equipment              1,330,000    Deere & Co., Inc.                                       67,229,295       89,941,250     2.2
Retail                     700,000  ++Federated Department Stores, Inc.                        8,331,220       14,000,000     0.3
Banking                  1,150,000    First Interstate Bancorp                                53,035,168       88,550,000     2.2
Automotive               1,000,000    Ford Motor Co.                                          39,797,208       59,000,000     1.5
Automotive               1,200,000    General Motors Corp.                                    50,650,675       60,300,000     1.5
Conglomerates            1,500,000    ITT Corp.                                               73,820,738      122,437,500     3.0
Computers                1,350,000    International Business Machines Corp.                   85,976,347       79,312,500     2.0
Aerospace & Defense        450,000    Lockheed Corp.                                          16,415,936       29,418,750     0.7
Pharmaceutical           1,800,000    Merck & Co., Inc.                                       57,548,710       53,550,000     1.3
Hospital Management      1,500,000    National Medical Enterprises, Inc.                      15,860,263       23,437,500     0.6
Semiconductors           1,000,000  ++National Semiconductor Corp.                             8,902,861       17,250,000     0.4
Banking                  1,500,000    NationsBank Corp.                                       60,787,427       77,062,500     1.9
Banking                  1,800,000    Norwest Corp.                                           20,939,972       47,025,000     1.2
Insurance                1,400,000    PartnerRe Holdings Ltd.                                 29,498,937       28,350,000     0.7
Electrical Equipment     2,800,000    Philips N.V. Corp.                                      50,735,011       80,500,000     2.0
Retail                   3,100,000    Sears, Roebuck & Co.                                   114,099,842      148,800,000     3.7
Information Processing   2,200,000    Tandem Computers Inc.                                   26,902,529       24,750,000     0.6
Communications           1,280,000    Telefonica de Espana, S.A. (ADR)*                       37,922,666       51,520,000     1.3
Insurance                1,400,000    Travelers Corp.                                         55,658,554       45,150,000     1.1
Steel                      800,000    USX--US Steel Group, Inc.                               21,961,346       27,100,000     0.7
Information Processing   3,300,000  ++Unisys Corp.                                            39,601,470       30,525,000     0.8
Aerospace & Defense        450,000    United Technologies Corp.                               22,695,049       28,912,500     0.7
Savings & Loans            800,000    Washington Mutual Savings Bank                          11,813,145       16,500,000     0.4
Chemicals                  440,000    Zeneca Group PLC (ADR)*                                 12,980,000       14,685,000     0.4
                                                                                          --------------   --------------   ------
                                                                                           1,163,602,012    1,531,430,000    38.1
</TABLE>
<PAGE>
<TABLE>
SCHEDULE OF INVESTMENTS (continued)
<CAPTION>
                           Shares                                                                             Value      Percent of
Industry                    Held                  Stocks                                      Cost          (Note 1a)    Net Assets
<S>                      <C>        <S>                                                   <C>              <C>              <C>
Above-Average Yield 

Oil/Domestic               450,000    Atlantic Richfield Co.                              $   44,540,126   $   45,956,250     1.1%
Real Estate Investment
  Trust                    600,000    Avalon Properties, Inc.                                 12,413,018       12,750,000     0.3
Communications             800,000    Bell Atlantic Corp.                                     33,212,901       44,800,000     1.1
Pharmaceutical           1,100,000    Bristol-Myers Squibb Co.                                62,776,156       58,987,500     1.5
Oil--International       1,100,000    Chevron Corp.                                           29,812,184       46,062,500     1.1
Banking                    700,000    Citicorp, Inc.(Pfd. P)                                  10,325,000       13,737,500     0.3
Utilities                1,000,000    Consolidated Edison Co. of New York                     21,723,966       26,500,000     0.7
Utilities                  637,500    DPL Inc.                                                 6,204,369       12,590,625     0.3
Oil--International         700,000    Exxon Corp.                                             32,536,013       39,637,500     1.0
Telecommunications       1,500,000    GTE Corp.                                               47,329,575       47,250,000     1.2
Chemicals                  430,000    Imperial Chemical Industries PLC(ADR)*                  27,795,155       20,425,000     0.5
Real Estate Investment
  Trust                    400,000    Irvine Apartment Communities, Inc.                       7,075,747        8,000,000     0.2
Insurance                  700,000  ++Liberty Property Trust                                  14,155,230       14,000,000     0.4
Real Estate                500,000    Mills Corp.                                             11,734,125       11,250,000     0.3
Oil--International       1,500,000    Mobil Corp.                                             78,457,147      122,437,500     3.0
Utilities                  850,000    NIPSCO Industries, Inc.                                 15,883,276       25,075,000     0.6
Oil-Domestic             2,250,000    Occidental Petroleum Corp.                              47,641,346       42,468,750     1.1
Utilities                1,100,000    PECO Energy Co.(a)                                      26,348,540       29,012,500     0.7
Tobacco                  1,500,000    Philip Morris Cos. Inc.                                 80,845,984       77,250,000     1.9
Utilities                  850,000    Public Service Enterprise Group                         22,490,010       22,100,000     0.6
Aluminum                   250,000    Reynolds Metals Co.(Pfd. P)                             11,937,200       12,468,750     0.3
Oil--International       1,150,000    Royal Dutch Petroleum Co.                               70,562,758      120,318,750     3.0
Real Estate Investment
  Trust                  1,130,000    Simon Property Group, Inc.                              25,891,365       30,086,250     0.8
Real Estate Investment
  Trust                    500,000    Summit Properties Inc.                                   9,602,500       10,000,000     0.3
Oil--International       1,000,000    Texaco Inc.                                             53,689,121       60,375,000     1.5
Utilities                  400,000    Texas Utilities Corp.                                   13,696,291       12,550,000     0.3
Communications             800,000    U.S. West Inc.                                          22,413,677       33,500,000     0.8
                                                                                          --------------   --------------   ------
                                                                                             841,092,780      999,589,375    24.9
<PAGE>
Special Situations

Oil--International         700,000    British Petroleum Co. PLC (ADR)*                        32,946,715       50,225,000     1.3
Information Processing   1,000,000  ++Ceridian Corp.                                          16,072,735       24,625,000     0.6
Oil Services & Equipment 2,500,000    Dresser Industries, Inc.                                49,131,722       51,250,000     1.3
Food Merchandising         770,800  ++Foodmaker Inc.                                           9,587,860        4,335,750     0.1
Foods                      900,000    General Mills Inc.                                      49,335,984       49,162,500     1.2
Chemicals                  500,000    Hercules, Inc.                                          19,235,727       53,500,000     1.3
Machinery                  675,000    Ingersoll-Rand Co.                                      13,619,766       23,709,375     0.6
Forest & Paper Products  1,000,000    International Paper Co.                                 55,866,813       66,250,000     1.7
Aluminum                   350,000    Reynolds Metals Co.                                     13,221,321       16,800,000     0.4
Chemicals                1,850,000    Union Carbide Corp.                                     29,886,191       49,487,500     1.2
                                                                                          --------------   --------------   ------
                                                                                             288,904,834      389,345,125     9.7


                                      Total Stocks                                         2,677,535,377    3,241,309,500    80.7
</TABLE>

<TABLE>
SCHEDULE OF INVESTMENTS (concluded)
<CAPTION>
                           Face                                                                               Value      Percent of
                          Amount                     Issue                                    Cost          (Note 1a)    Net Assets
<S>                    <C>          <S>                                                   <C>              <C>              <C>
Short-Term Securities
<PAGE>
Commercial Paper**     $50,000,000    ANZ(Delaware) Inc., 4.26% due 8/10/1994             $   49,757,417   $   49,757,417     1.2%
                        40,000,000    Bank One Diversified Services Corp., 4.25%
                                      due 7/11/1994                                           39,948,056       39,948,056     1.0
                        50,000,000    Ciesco L.P., 4.23% due 7/19/1994                        49,888,375       49,888,375     1.3
                        40,000,000    du Pont(E.I.) de Nemours and Co., 4.22% 
                                      due 7/13/1994                                           39,939,044       39,939,044     1.0
                        48,842,000    General Electric Capital Corp., 4.30% due 7/01/1994     48,836,166       48,836,166     1.2
                        55,000,000    Matterhorn Capital Corp., 4.23% due 7/18/1994           54,883,675       54,883,675     1.4
                        30,000,000    Miles Inc., 4.23% due 7/15/1994                         29,947,125       29,947,125     0.8
                                      National Australia Funding (Delaware), Inc.:
                        50,000,000      4.25% due 7/25/1994                                   49,852,431       49,852,431     1.2
                        50,000,000      4.20% due 7/29/1994                                   49,830,833       49,830,833     1.2
                                      PHH Corp.:
                        50,000,000      4.23% due 7/14/1994                                   49,917,750       49,917,750     1.2
                        50,000,000      4.25% due 7/28/1994                                   49,834,722       49,834,722     1.2
                        50,000,000    Penney(J.C.) & Co., 4.21% due 7/11/1994                 49,935,681       49,935,681     1.3
                        50,000,000    PepsiCo., Inc., 4.25% due 7/21/1994                     49,876,625       49,876,625     1.2
                        50,000,000    Preferred Receivables Funding Corp., 4.25%
                                      due 7/20/1994                                           49,881,944       49,881,944     1.3
                                      Siemens Corp.:
                        40,000,000      4.25% due 7/08/1994                                   39,962,222       39,962,222     1.0
                        50,000,000      4.26% due 8/08/1994                                   49,769,250       49,769,250     1.2
                        50,000,000    UBS Finance(Delaware), Inc., 4.23% due 7/21/1994        49,876,625       49,876,625     1.2
    
                                      Total Short-Term Securities                            801,937,941      801,937,941    19.9

Total Investments                                                                         $3,479,473,318    4,043,247,441   100.6
                                                                                          ==============
Liabilities in Excess of Other Assets                                                                         (25,560,591)   (0.6)
                                                                                                           --------------   ------
Net Assets                                                                                                 $4,017,686,850   100.0%
                                                                                                           ==============   ======

<FN>
(a)Formerly Philadelphia Electric Co.
 ++Non-income producing security.
 *American Depositary Receipt(ADR).
**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.

See Notes to Financial Statements.
</TABLE>

<PAGE>
FINANCIAL INFORMATION
<TABLE>
Statement of Assets and Liabilities as of June 30, 1994
<CAPTION>
<S>                <S>                                                                             <C>              <C>
Assets:            Investments, at value (identified cost--$3,479,473,318)(Note 1a)                                 $4,043,247,441
                   Receivables:
                     Capital shares sold                                                           $   13,609,181
                     Dividends                                                                          8,170,765       21,779,946
                                                                                                   --------------
                   Prepaid registration fees and other assets(Note 1d)                                                      73,525
                                                                                                                    --------------
                   Total assets                                                                                      4,065,100,912
                                                                                                                    --------------


Liabilities:       Payables:
                     Securities purchased                                                              31,274,427
                     Capital shares redeemed                                                           11,811,167
                     Distributor(Note 2)                                                                1,452,545
                     Investment adviser(Note 2)                                                         1,367,061       45,905,200
                                                                                                   --------------
                   Accrued expenses and other liabilities                                                                1,508,862
                                                                                                                    --------------
                   Total liabilities                                                                                    47,414,062
                                                                                                                    --------------


Net Assets:        Net assets                                                                                       $4,017,686,850
                                                                                                                    ==============


Net Assets         Class A Common Stock, $0.10 par value, 200,000,000 shares authorized                             $    9,809,582
Consist of:        Class B Common Stock, $0.10 par value, 200,000,000 shares authorized                                  7,627,611
                   Paid-in capital in excess of par                                                                  3,269,539,318
                   Undistributed investment income--net                                                                 45,703,737
                   Undistributed realized capital gains on investments and foreign currency
                   transactions--net                                                                                   121,232,479
                   Unrealized appreciation on investments and foreign currency transactions--net                       563,774,123
                                                                                                                    --------------
                   Net assets                                                                                       $4,017,686,850
                                                                                                                    ==============

<PAGE>
Net Asset Value:   Class A--Based on net assets of $2,272,982,770 and 98,095,819 shares
                   outstanding                                                                                      $        23.17
                                                                                                                    ==============
                   Class B--Based on net assets of $1,744,704,080 and 76,276,115 shares
                   outstanding                                                                                      $        22.87
                                                                                                                    ==============


                   See Notes to Financial Statements.
</TABLE>



FINANCIAL INFORMATION (continued)
<TABLE>
Statement of Operations for the Year Ended June 30, 1994
<CAPTION>
<S>                  <S>                                                                           <C>              <C>
Investment           Dividends (net of $1,615,127 foreign withholding tax)                                          $   98,527,728
Income               Interest and discount earned                                                                       25,933,615
(Notes 1b & 1c):     Other                                                                                                 232,965
                                                                                                                    --------------
                     Total income                                                                                      124,694,308
                                                                                                                    --------------


Expenses:            Distribution and account maintenance fees--Class B(Note 2)                                         15,925,964
                     Investment advisory fees(Note 2)                                                                   15,452,148
                     Transfer agent fees--Class A(Note 2)                                                                2,044,053
                     Transfer agent fees--Class B(Note 2)                                                                1,771,029
                     Registration fees(Note 1d)                                                                            307,224
                     Printing and shareholder reports                                                                      282,006
                     Accounting services(Note 2)                                                                           185,215
                     Custodian fees                                                                                        146,718
                     Professional fees                                                                                      76,833
                     Directors' fees and expenses                                                                           41,369
                     Amortization of organization expenses(Note 1d)                                                         11,525
                     Other                                                                                                  27,131
                                                                                                                    --------------
                     Total expenses                                                                                     36,271,215
                                                                                                                    --------------
                     Investment income--net                                                                             88,423,093
                                                                                                                    --------------

<PAGE>
Realized &           Realized gain (loss) from:
Unrealized Gain        Investments--net                                                            $  163,325,790
(Loss) on              Foreign currency transactions--net                                                  (4,833)     163,320,957
Investments &                                                                                      --------------
Foreign Currency     Change in unrealized appreciation on investments--net                                             (76,944,519)
Transactions--Net                                                                                                   --------------
(Note 1c, 1e & 3):   Net realized and unrealized gain on investments and foreign currency
                     transactions                                                                                       86,376,438
                                                                                                                    --------------
                     Net Increase in Net Assets Resulting from Operations                                           $  174,799,531
                                                                                                                    ==============

                     See Notes to Financial Statements.
</TABLE>


FINANCIAL INFORMATION (continued)
<TABLE>
Statements of Changes in Net Assets
<CAPTION>
                                                                                                      For the Year Ended June 30,
Increase (Decrease) in Net Assets:                                                                       1994             1993
<S>                <S>                                                                             <C>              <C>
Operations:        Investment income--net                                                          $   88,423,093   $   90,239,186
                   Realized gain on investments and foreign currency transactions--net                163,320,957       81,147,456
                   Change in unrealized appreciation/depreciation on investments--net                 (76,944,519)     340,508,739
                                                                                                   --------------   --------------
                   Net increase in net assets resulting from operations                               174,799,531      511,895,381
                                                                                                   --------------   --------------


Dividends &        Investment income--net:
Distributions        Class A                                                                          (62,663,619)     (52,495,436)
To Shareholders      Class B                                                                          (30,680,760)     (23,460,921)
(Note 1f):         Realized gain on investments--net:
                     Class A                                                                          (64,558,638)     (29,779,683)
                     Class B                                                                          (45,745,511)     (19,244,373)
                                                                                                   --------------   --------------
                   Net decrease in net assets resulting from dividends and distributions
                   to shareholders                                                                   (203,648,528)    (124,980,413)
                                                                                                   --------------   --------------


Capital Share      Net increase in net assets derived from capital share transactions                 639,523,156      285,314,244
Transactions                                                                                       --------------   --------------
(Note 4):

<PAGE>
Net Assets:        Total increase in net assets                                                       610,674,159      672,229,212
                   Beginning of year                                                                3,407,012,691    2,734,783,479
                                                                                                   --------------   --------------
                   End of year*                                                                    $4,017,686,850   $3,407,012,691
                                                                                                   ==============   ==============
                  <FN>
                  *Undistributed investment income--net                                            $   45,703,737   $   50,625,023
                                                                                                   ==============   ==============

                   See Notes to Financial Statements.
</TABLE>


FINANCIAL INFORMATION (continued)
<TABLE>
Financial Highlights
<CAPTION>
The following per share data and ratios have been derived
from information provided in the financial statements.                                          Class A
                                                                                       For the Year Ended June 30,
Increase (Decrease) in Net Asset Value:                                1994         1993         1992         1991         1990
<S>                <S>                                              <C>          <C>          <C>          <C>          <C>
Per Share          Net asset value, beginning of year               $    23.31   $    20.57   $    18.90   $    19.32   $    20.03
Operating                                                           ----------   ----------   ----------   ----------   ----------
Performance:         Investment income--net                                .62          .71          .70          .87          .95
                     Realized and unrealized gain(loss) on
                     investments--net                                      .67         3.03         2.02         (.02)        (.56)
                                                                    ----------   ----------   ----------   ----------   ----------
                   Total from investment operations                       1.29         3.74         2.72          .85          .39
                                                                    ----------   ----------   ----------   ----------   ----------
                   Less dividends and distributions:
                     Investment income--net                               (.70)        (.64)        (.76)        (.97)        (.87)
                     Realized gain on investments--net                    (.73)        (.36)        (.29)        (.30)        (.23)
                                                                    ----------   ----------   ----------   ----------   ----------
                   Total dividends and distributions                     (1.43)       (1.00)       (1.05)       (1.27)       (1.10)
                                                                    ----------   ----------   ----------   ----------   ----------
                   Net asset value, end of year                     $    23.17   $    23.31   $    20.57   $    18.90   $    19.32
                                                                    ==========   ==========   ==========   ==========   ==========


Total Investment   Based on net asset value per share                    5.68%       19.03%       15.08%        5.39%        1.77%
Return:*                                                            ==========   ==========   ==========   ==========   ==========


Ratios to          Expenses                                               .53%         .54%         .58%         .59%         .57%
Average Net                                                         ==========   ==========   ==========   ==========   ==========
Assets:            Investment income--net                                2.76%        3.48%        3.52%        4.76%        5.05%
                                                                    ==========   ==========   ==========   ==========   ==========

<PAGE>
Supplemental       Net assets, end of year (in thousands)           $2,272,983   $2,023,078   $1,670,430   $1,490,657   $1,556,257
Data:                                                               ==========   ==========   ==========   ==========   ==========
                   Portfolio turnover                                   21.79%       20.85%       21.24%       20.11%        4.88%
                                                                    ==========   ==========   ==========   ==========   ==========

                  <FN>
                  *Total investment returns exclude the effects of sales loads.

                   See Notes to Financial Statements.
</TABLE>


FINANCIAL INFORMATION (concluded)
<TABLE>
Financial Highlights (concluded)
<CAPTION>
The following per share data and ratios have been derived
from information provided in the financial statements.                                          Class A
                                                                                       For the Year Ended June 30,
Increase (Decrease) in Net Asset Value:                                1994         1993         1992         1991         1990
<S>                <S>                                              <C>          <C>          <C>          <C>          <C>
Per Share          Net asset value, beginning of year               $    23.04   $    20.35   $    18.71   $    19.12   $    19.92
Operating                                                           ----------   ----------   ----------   ----------   ----------
Performance:         Investment income--net                                .42          .53          .50          .66          .78
                     Realized and unrealized gain(loss) on
                     investments--net                                      .62         2.96         2.00          .01         (.59)
                                                                    ----------   ----------   ----------   ----------   ----------
                   Total from investment operations                       1.04         3.49         2.50          .67          .19
                                                                    ----------   ----------   ----------   ----------   ----------
                   Less dividends and distributions:
                     Investment income--net                               (.48)        (.44)        (.57)        (.78)        (.76)
                     Realized gain on investments--net                    (.73)        (.36)        (.29)        (.30)        (.23)
                                                                    ----------   ----------   ----------   ----------   ----------
                   Total dividends and distributions                     (1.21)        (.80)        (.86)       (1.08)        (.99)
                                                                    ----------   ----------   ----------   ----------   ----------
                   Net asset value, end of year                     $    22.87   $    23.04   $    20.35   $    18.71   $    19.12
                                                                    ==========   ==========   ==========   ==========   ==========


Total Investment   Based on net asset value per share                    4.61%       17.81%       13.90%        4.33%        0.73%
Return:*                                                            ==========   ==========   ==========   ==========   ==========


Ratios to          Expenses, excluding distribution fees                  .55%         .56%         .60%         .61%         .60%
Average Net                                                         ==========   ==========   ==========   ==========   ==========
Assets:            Expenses                                              1.55%        1.56%        1.60%        1.61%        1.60%
                                                                    ==========   ==========   ==========   ==========   ==========
                   Investment income--net                                1.75%        2.47%        2.50%        3.73%        4.03%
                                                                    ==========   ==========   ==========   ==========   ==========

<PAGE>
Supplemental       Net assets, end of year(in thousands)            $1,744,704   $1,383,935   $1,064,354   $  874,318   $  922,126
Data:                                                               ==========   ==========   ==========   ==========   ==========
                   Portfolio turnover                                   21.79%       20.85%       21.24%       20.11%        4.88%
                                                                    ==========   ==========   ==========   ==========   ==========

                  <FN>
                  *Total investment returns exclude the effects of sales loads.

                   See Notes to Financial Statements.
</TABLE>



NOTES TO FINANCIAL STATEMENTS

1. Significant Accounting Policies:
Merrill Lynch Basic Value Fund, Inc. (the "Fund") is registered
under the Investment Company Act of 1940 as a diversified, open-
end management investment company. The shares of the Fund are
divided into Class A Shares and Class B Shares. Class A Shares
are sold with a front-end sales charge. Class B Shares may be
subject to a contingent deferred sales charge. Both classes of
shares have identical voting, dividend, liquidation and other
rights and the same terms and conditions, except that Class B
Shares bear certain expenses related to the distribution of such
shares and have exclusive voting rights with respect to matters
relating to such distribution expenditures. The following is a
summary of significant accounting policies followed by the Fund.

(a) Valuation of investments--Portfolio securities which are
traded on stock exchanges are valued at the last sale price as of
the close of business on the day the securities are being valued
or, lacking any sales, at the mean between closing bid and asked
prices. Securities traded in the over-the-counter market are valued
at the last quoted bid prices at the close of trading on each day
by brokers that make markets in the securities. Portfolio 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. Short-term securities with remaining maturities of sixty
days or less are valued at amortized cost, which approximates market
value. Options written by the Fund are valued at the last sale price
or, lacking any sales, the last offering price. Securities and assets
for which market quotations are not readily available are valued
at fair value as determined in good faith by or under the direction
of the Fund's Board of Directors. Written and purchased options are
non-income producing investments.
<PAGE>
(b) 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 withheld on interest, dividends, and
capital gains at various rates.

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

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

(e) 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.

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.

(f) Dividends and distributions--Dividends and distributions paid
by the Fund are recorded on the ex-dividend dates.
<PAGE>
2. Investment Advisory Agreement and
Transactions with Affiliates:
The Fund has entered into an Investment Advisory Agreement with
Fund Asset Management, L.P. ("FAM"). Effective January 1, 1994,
the investment advisory business of FAM was reorganized from a
corporation to a limited partnership. Both prior to and after the
reorganization, ultimate control of FAM was vested with Merrill
Lynch and Co., Inc. ("ML & Co."). The general partner of FAM is
Princeton Services, Inc., an indirect wholly-owned subsidiary
of ML & Co. The limited partners are ML & Co. and Fund Asset
Management, Inc. ("FAMI"), which is also an indirect wholly-
owned subsidiary of ML & Co. The Fund has also entered into a
Distribution Agreement and a Distribution Plan with Merrill Lynch
Funds Distributor, Inc. ("MLFD" or "Distributor"), a wholly-
owned subsidiary of Merrill Lynch Investment Management, Inc.

FAM 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 based upon the
average daily value of the Fund's daily net assets at the following
annual rates: 0.60% of the Fund's average daily net assets not
exceeding $100 million; 0.50% of average daily net assets
exceeding $100 million but not exceeding $200 million; and 0.40%
of average daily net assets in excess of $200 million. The
Investment Advisory Agreement obligates FAM 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 Fund's next $70 million
of average daily net assets, and 1.5% of the average daily net
assets in excess thereof. No fee payment will be made to the
Investment Adviser during any fiscal year which will cause such
expenses to exceed the pro rata expense limitation at the time of
such payment.

The Fund has adopted a Plan of Distribution (the "Plan") in
accordance with Rule 12b-1 under the Investment Company Act of
1940 pursuant to which the Fund pays the Distributor an ongoing
account maintenance fee and distribution fee, which are accrued
daily and paid monthly, at the annual rates of 0.25% and 0.75%,
respectively, of the average daily net assets of the Class B
Shares of the Fund. This fee is to compensate the Distributor for
services it provides and the expense borne by the Distributor
under the Distribution Agreement. As authorized by the Plan, the
Distributor has entered into an agreement with Merrill Lynch,
Pierce, Fenner & Smith Inc. ("MLPF&S") which provides for the
compensation of MLPF&S for providing distribution-related services
to the Fund.
<PAGE>
During the year ended June 30, 1994, MLFD earned underwriting
discounts of $216,022, and MLPF&S earned dealer concessions of
$3,539,580 on sales of the Fund's Class A Shares. MLPF&S also
received contingent deferred sales charges of $1,189,344 relating
to transactions in Class B Shares and $109,200 in commissions on
the execution of portfolio security transactions for the Fund
during the year.

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

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

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

3. Investments:
Purchases and sales of investments, excluding short-term
securities, for the year ended June 30, 1994 were $1,012,717,840
and $656,985,312, respectively.

Net realized and unrealized gains (losses) as of
June 30, 1994 were as follows:

                                  Realized
                                    Gain         Unrealized
                                  (Losses)         Gains

Long-term investments           $163,325,790    $563,774,123
Foreign currency
transactions                          (4,833)             --
                                ------------    ------------
Total                           $163,320,957    $563,774,123
                                ============    ============

As of June 30, 1994, net unrealized appreciation for
Federal income tax purposes aggregated $561,183,340,
of which $723,695,304 related to appreciated securities
and $162,511,964 related to depreciated securities.
At June 30, 1994, the aggregate cost of investments
for Federal income tax purposes was $3,482,064,101.

4. Capital Share Transactions:
Net increase in net assets derived from capital share
transactions was $639,523,156 and $285,314,244 for the years
ended June 30, 1994 and June 30, 1993, respectively.

Transactions in capital shares for Class A and Class B Shares
were as follows:
<PAGE>
Class A Shares for the Year
Ended June 30, 1994                 Shares      Dollar Amount

Shares sold                       22,051,928    $518,481,972
Shares issued to shareholders
in reinvestment of dividends
and distributions to
shareholders                       4,979,090     114,208,364
                                ------------    ------------
Total issued                      27,031,018     632,690,336
Shares redeemed                  (15,739,255)   (370,180,112)
                                ------------    ------------
Net increase                      11,291,763    $262,510,224
                                ============    ============

Class A Shares for the Year
Ended June 30, 1993                 Shares      Dollar Amount

Shares sold                       15,789,908    $338,060,653
Shares issued to shareholders
in reinvestment of dividends
and distributions to
shareholders.                      3,634,557      73,353,178
                                ------------    ------------
Total issued                      19,424,465     411,413,831
Shares redeemed                  (13,832,732)   (293,122,519)
                                ------------    ------------
Net increase                       5,591,733    $118,291,312
                                ============    ============

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

Shares sold                       25,498,592    $594,651,037
Shares issued to shareholders
in reinvestment of dividends
and distributions to
shareholders                       2,969,021      67,552,341
                                ------------    ------------
Total issued                      28,467,613     662,203,378
Shares redeemed                  (12,261,811)   (285,190,446)
                                ------------    ------------
Net increase                      16,205,802    $377,012,932
                                ============    ============
<PAGE>
Class B Shares for the Year
Ended June 30, 1993                 Shares      Dollar Amount

Shares sold                       17,381,247    $368,588,150
Shares issued to shareholders
in reinvestment of dividends
and distributions to
shareholders.                      1,878,067      37,667,375
                                ------------    ------------
Total issued                      19,259,314     406,255,525
Shares redeemed                  (11,495,277)   (239,232,593)
                                ------------    ------------
Net increase                       7,764,037    $167,022,932
                                ============    ============

<AUDIT-REPORT>
INDEPENDENT AUDITORS' REPORT

The Board of Directors and Shareholders,
Merrill Lynch Basic Value Fund, Inc.:

We have audited the accompanying statement of assets and
liabilities, including the schedule of investments, of Merrill
Lynch Basic Value Fund, Inc. as of June 30, 1994, the related
statements of operations for the year then ended and changes in
net assets for each of the years in the two-year period then ended,
and the financial highlights for each of the years in the five-year
period then ended. These financial statements and the financial
highlights are the responsibility of the Fund's management. Our
responsibility is to express an opinion on these financial
statements and the financial highlights based on our audits.

We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether
the financial statements and the financial highlights are free of
material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the
financial statements. Our procedures included confirmation of
securities owned at June 30, 1994 by correspondence with the
custodian and brokers. An audit also includes assessing the
accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable
basis for our opinion.
<PAGE>
In our opinion, such financial statements and financial highlights
present fairly, in all material respects, the financial position of
Merrill Lynch Basic Value Fund, Inc. as of June 30, 1994, the results
of its operations, the changes in its net assets, and the financial
highlights for the respective stated periods in conformity with
generally accepted accounting principles.

Deloitte & Touche
Princeton, New Jersey
July 29, 1994
</AUDIT-REPORT>


IMPORTANT TAX INFORMATION

The following information summarizes all per share distributions
paid by Merrill Lynch Basic Value Fund, Inc. during the fiscal
year ended June 30, 1994:
<TABLE>
<CAPTION>
                                        Domestic            Domestic
Record                  Payable        Qualifying        Non-Qualifying           Total          Long-Term
Date                    Date         Ordinary Income     Ordinary Income    Ordinary Income    Capital Gains

Class A Shares
<C>                     <C>             <C>                 <C>                <C>               <C>
 8/03/93                 8/11/93        $0.367109           $0.016533          $0.383642         $0.469086
12/13/93                12/21/93        $0.308572           $0.009806          $0.318378         $0.257249

Class B Shares
<C>                     <C>             <C>                 <C>                <C>               <C>
 8/03/93                 8/11/93        $0.267978           $0.012068          $0.280046         $0.469086
12/13/93                12/21/93        $0.197720           $0.006283          $0.204003         $0.257249

The domestic qualifying ordinary income qualifies for the dividends-received deduction for corporations.
Please retain this information for your records.
</TABLE>
<PAGE>
PORTFOLIO INFORMATION

Ten Largest                              Percent of
Stock Holdings                           Net Assets

Sears, Roebuck & Co.                        3.7%
ITT Corp.                                   3.0
Mobil Corp.                                 3.0
Royal Dutch Petroleum Co.                   3.0
Deere & Co., Inc.                           2.2
First Interstate Bancorp                    2.2
Citicorp, Inc.                              2.2
Philips N.V. Corp                           2.0
International Business Machines Corp.       2.0
Philip Morris Cos. Inc.                     1.9


Portfolio Changes for the Quarter
Ended June 30, 1994

Additions

Atlantic Richfield Co.
GTE Corp.
Liberty Property Trust
Mills Corp.

Deletions

Coast Savings Financial, Inc.
Cragin Financial Corp.
FPL Group, Inc.
NBB Bancorp, Inc.
SCEcorp
SFFed Corp.


OFFICERS AND DIRECTORS

Arthur Zeikel, President and Director
Donald Cecil, Director
M. Colyer Crum, Director
Edward H. Meyer, Director
Jack B. Sunderland, Director
J. Thomas Touchton, Director
Terry K. Glenn, Executive Vice President
Norman R. Harvey, Executive Vice President
Donald C. Burke, Vice President
Paul M. Hoffmann, Vice President and Portfolio Manager
Gerald M. Richard, Treasurer
Mark B. Goldfus, Secretary
<PAGE>
Custodian
National Westminster Bank NJ
10 Exchange Place
Jersey City, New Jersey 07302

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


APPENDIX: GRAPHIC AND IMAGE MATERIAL.


Item 1:

Total Return Based on a $10,000 Investment

A line graph depicting the growth of an investment in the Fund's
Class A Shares compared to growth of an investment in the S&P 500
Index. Beginning and ending values are:


                                      6/84         6/94

ML Basic Value Fund, Inc.++--
Class A Shares                      $ 9,350      $36,638

S&P 500 Index++++                   $10,000      $40,960


A line graph depicting the growth of an investment in the Fund's
Class B Shares compared to growth of an investment in the S&P 500
Index. Beginning and ending values are:

                                   10/21/88**      6/94

ML Basic Value Fund, Inc.++--
Class B Shares                      $10,000      $16,266

S&P 500 Index++++                   $10,000      $18,750

[FN]
   *Assuming maximum sales charge, transaction costs and other operating
    expenses, including advisory fees.
  **Commencement of Operations.
  ++ML Basic Value Fund, Inc. invests in securities, primarily equities,
    that management of the Fund believes are undervalued and therefore
    represent basic investment value.
++++This unmanaged broad-based Index is comprised of common stocks.
<PAGE>

Item 2:

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

(6.5% current sales charge--$935 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 $935.00 on July 1, 1977 to $10,322.29
on June 30, 1994.




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