MERRILL LYNCH BASIC VALUE FUND INC
N-30D, 1995-02-17
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MERRILL LYNCH
BASIC VALUE
FUND, INC.



FUND LOGO



Semi-Annual Report

December 31, 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
<PAGE>



MERRILL LYNCH BASIC VALUE FUND, INC.

TO OUR SHAREHOLDERS

Volatility in the US financial markets continued during the
December quarter, largely prompted by concerns of increasing
inflationary pressures. The possibility of continued monetary
policy tightening by the Federal Reserve Board was predominant in
the minds of investors throughout most of the period. Therefore,
there was little surprise in mid-November when the central bank
announced the sixth increase in short-term interest rates in
1994. Early in the period, the weakness of the US dollar in
foreign exchange markets prompted declines in US stock and bond
prices, but some strengthening of the US currency has occurred
recently.

The manufacturing sector was the driving force behind the US
economy through the final quarter of the year, making an
important contribution to the substantial increase in corporate
earnings. US companies have been successful at containing labor
costs, which are an important component of the inflation outlook.
Although consumer spending grew at a slower pace than in previous
economic recoveries, purchases of vehicles and household durable
goods rose in the latter months of 1994. Despite the relatively
modest rise in consumer spending, the personal savings rate fell
to an all-time annual low in 1994.

In the weeks ahead, investors will continue to assess economic
data and inflationary trends in order to gauge whether further
increases in short-term interest rates are likely. The core
inflation rate rose less than 3% in 1994 following a 3% increase
in 1993, the best sustained inflation performance in 30 years. It
is not likely that such positive inflation results will be
duplicated in 1995. In addition, investor interest in the new
year will also be focused on the progress that the new Congress
makes on both reducing spending and the Federal budget deficit
and passing tax cuts that promote savings and investment.
Legislative progress, combined with continued indications of
moderate and sustainable levels of economic growth,
would be positive for the US capital markets. However,
the lagged effects of higher interest rates could slow the
economy sharply and with it, the growth of corporate profits.
<PAGE>
Portfolio Matters
Security purchases during the final quarter of 1994 amounted to
$239 million and were comprised of additions to 28 existing
positions and one new commitment to the portfolio. The Fund's
security sales totaled $71 million, with reductions in nine
holdings and one elimination. At year-end 1994, the Fund's cash
position was 17.3% of net assets, down from 19.0% at the end of
the September quarter. Fund assets increased in 1994 to over $4.2
billion from about $3.8 billion at the end of 1993. New assets
invested in the Fund during the year exceeded $400 million.

We had reduced our holdings in General Motors Corp. early in
1994. Clearly we should have eliminated the position as the stock
came under severe pressure in response to some internal General
Motors Corp. problems and increasing interest rates, which
adversely affected all of the auto manufacturers. From its high
in early 1994 to the recent low, the stock declined over 40%. At
recent price levels we felt the adversities were amply
discounted, and we anticipate a worthwhile earnings gain this
year. Accordingly, we substantially increased the position and
the stock is now our eighth-largest holding.

We continued to add to the Deere & Co. position, which is now our
second-largest holding. In our September quarterly report, we
discussed the valuation parameters of this leading farm and
construction equipment manufacturer; the subsequent earnings
report for the October fiscal year met our expectations. We
continue to be impressed with both the secular and cyclical
prospects for this company, and its shares remain very reasonably
priced.

As we have been doing since the initial purchase in the June 1994
quarter, we added to the GTE Corp. position during the December
quarter, and the stock is now our tenth-largest holding. In an
uncertain market environment, we are comfortable with this stock's
defensive characteristics and dividend yield in excess of 6%.
Adding to Exxon Corp. was also somewhat defensive and increases
our already large holdings in the international oil area.

These additions, General Motors Corp., Deere & Co., GTE Corp.,
and Exxon Corp., accounted for about 40% of the December quarter
purchases.
<PAGE>
The one new position in the December quarter was an electric
utility stock, CINergy Corp., which is a holding company for The
Cincinnati Gas and Electric Co. and PSI Energy. As with virtually
all electric utilities, the stock has been weak, reflecting
interest rate increases. At our entry price, we believe
additional risks are small and the recovery potential, combined
with a generous yield, justified purchase. We also modestly
increased positions in other existing electric utility holdings,
an area that was among the hardest hit in 1994.

Our security sales in the fourth quarter were very moderate, in
fact the lowest in a number of years, as stock prices were
generally under pressure during the quarter and we usually prefer
to sell during periods of strength. The largest partial sale was
Digital Equipment Corp. This has not been a successful investment
for us thus far but we did add substantially to the holding at
very attractive prices around mid-year. The stock subsequently
advanced about 50%, and we sold some very high cost stock to take
advantage of the price bounce.

In Conclusion
Despite the disparity between security purchases ($239 million)
and security sales ($71 million) in the fourth quarter of 1994,
our cash equivalent position remained high at 17.3% of net
assets. At the beginning of 1994, the cash equivalent position of
the portfolio was providing an annualized rate of return of
3.28%. As interest rates increased throughout the year, so did
the return on cash reserves. At year-end 1994, the annualized
return for cash reserves was 5.91%. This yield is very
competitive with the recent return on common stocks in general.
Accordingly, there has been no urgency to aggressively commit the
cash portion of the portfolio. Essentially what we did throughout
the year was to invest the new money coming into the Fund while
maintaining a high cash position. In the prevailing environment,
this seems the most prudent course of action.

Thank you for your investment in Merrill Lynch Basic Value Fund,
Inc., and we look forward to reviewing our outlook and strategy
again in our upcoming quarterly report to shareholders.

Sincerely,


(Arthur Zeikel)
Arthur Zeikel
President


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

January 12, 1995
<PAGE>

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:

* 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 3 and 5. The "Results of a $1,000 Investment
  Since Inception--Class A Shares" table 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 December 31, 1994. "Aggregate Total Return" tables
  for Class C and Class D Shares are also presented below. Data for
  all of the Fund's shares, including Class C and Class D Shares,
  are presented in the "Recent Performance Results" table.

  The "Recent Performance Results" table on page 4 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 December
  31, 1994 and for Class C and Class D Shares for the period since
  inception through December 31, 1994. 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>

Average Annual Total Return

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

Class A Shares*

Year Ended 12/31/94                           + 1.97%          - 3.39%
Five Years Ended 12/31/94                     + 8.74           + 7.57
Ten Years Ended 12/31/94                      +13.56           +12.95

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

                                             % Return          % Return
                                           Without CDSC       With CDSC**

Class B Shares*

Year Ended 12/31/94                           +0.88%           -2.93%
Five Years Ended 12/31/94                     +7.63            +7.63
Inception (10/21/88)
through 12/31/94                              +8.56            +8.56

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



Aggregate Total Return

                                             % Return          % Return
                                           Without CDSC       With CDSC**

Class C Shares*

Inception (10/21/94)
through 12/31/94                              -1.81%           -2.77%

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

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

Class D Shares*

Inception (10/21/94)
through 12/31/94                              -1.64%           -6.80%

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



PERFORMANCE DATA (continued)

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

(5.25% current 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 July 7, 1977 to $10,757.92
on December 31, 1994.


<TABLE>
Recent Performance Results*
<CAPTION>
                                                                                                  12 Month       3 Month
                                                        12/31/94      9/30/94++      12/31/93     % Change      % Change++
<S>                                                    <C>           <C>            <C>            <C>           <C>
ML Basic Value Fund Class A Shares*                      $22.35        $23.04         $23.37       -1.06%(1)     -2.56%(2)
ML Basic Value Fund Class B Shares*                       22.15         22.78          23.19       -1.16(1)      -2.32(2)
ML Basic Value Fund Class C Shares*                       22.07         22.92             --          --         -3.27(2)
ML Basic Value Fund Class D Shares*                       22.35         23.19             --          --         -3.19
Dow Jones Industrial Average**                         3,834.44      3,843.19       3,754.09       +2.14         -0.23
Standard & Poor's 500 Index**                            459.27        462.69         466.45       -1.54         -0.74
ML Basic Value Fund Class A Shares--Total Return*                                                  +1.97(3)      -0.97(4)
ML Basic Value Fund Class B Shares--Total Return*                                                  +0.88(5)      -1.24(6)
ML Basic Value Fund Class C Shares--Total Return*                                                     --         -1.81(7)
ML Basic Value Fund Class D Shares--Total Return*                                                     --         -1.64(8)
Dow Jones Industrial Average--Total Return**                                                       +4.99         +0.48
Standard & Poor's 500 Index--Total Return**                                                        +1.30         -0.02
<PAGE>
<FN>
  *Investment results shown do not reflect sales charges; results shown would be lower
   if a sales charge was included.
 **An unmanaged broad-based index comprised of common stocks. Total investment returns
   for unmanaged indexes are based on estimates.
 ++Investment returns shown for Class C and Class D Shares are since inception (10/21/94).
(1)Percent change includes reinvestment of $0.784 per share capital gains distributions.
(2)Percent change includes reinvestment of $0.099 per share capital gains distributions.
(3)Percent change includes reinvestment of $0.692 per share ordinary income dividends
   and $0.784 per share capital gains distributions.
(4)Percent change includes reinvestment of $0.359 per share ordinary income dividends
   and $0.099 per share capital gains distributions.
(5)Percent change includes reinvestment of $0.464 per share ordinary income dividends
   and $0.784 per share capital gains distributions.
(6)Percent change includes reinvestment of $0.242 per share ordinary income dividends
   and $0.099 per share capital gains distributions.
(7)Percent change includes reinvestment of $0.329 per share ordinary income dividends
   and $0.099 per share capital gains distributions.
(8)Percent change includes reinvestment of $0.353 per share ordinary income dividends
   and $0.099 per share capital gains distributions.
</TABLE>


PERFORMANCE DATA (concluded)

<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
1994                             23.37         22.35         0.784              0.692         + 1.97
                                                           -------            -------
                                                     Total $11.909      Total $11.929

                                                   Cumulative total return as of 12/31/94: +1,035.40%**
<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 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              $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
1994                             23.19         22.15        0.784              0.464          + 0.88
                                                           ------             ------
                                                     Total $2.988       Total $3.910

                                                      Cumulative total return as of 12/31/94: +66.40%**

<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>

<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     1,600,000    ASARCO Inc.                                           $   40,877,630   $   45,600,000     1.0%
Insurance                800,000    Aetna Life & Casualty Co.                                 35,195,218       37,700,000     0.9
Savings & Loans        1,850,000    Ahmanson (H.F.) & Co.                                     32,200,305       29,831,250     0.7
Insurance                260,000    American National Insurance Co.                            9,749,442       12,220,000     0.3
Insurance                597,000    CIGNA Corp.                                               31,172,450       37,984,125     0.9
Banking                1,400,000    The Chase Manhattan Corp.                                 30,367,190       48,125,000     1.1
Insurance                600,000    The Continental Corp.                                     12,064,862       11,400,000     0.3
Utilities--Electric    1,500,000    Entergy Corp.                                             31,330,768       32,812,500     0.8
Retail                 1,500,000  ++Federated Department Stores, Inc.                         24,285,000       28,875,000     0.7
Retail                 3,000,000    Kmart Corp.                                               59,982,222       39,000,000     0.9
Telecommunications     1,280,000    Telefonica de Espana, S.A. (ADR)*                         37,922,666       44,960,000     1.1
Savings & Loans        1,000,000    Washington Mutual Savings Bank                            15,851,362       16,625,000     0.4
                                                                                          --------------   --------------   ------
                                                                                             360,999,115      385,132,875     9.1
<PAGE>
Below-Average Price/Earnings Ratio

Insurance                600,000    The Allstate Corp.                                        16,316,532       14,175,000     0.3
Insurance              2,000,000    American General Corp.                                    34,620,231       56,500,000     1.3
Steel                  1,400,000  ++Bethlehem Steel Corp.                                     19,991,398       25,200,000     0.6
Banking                2,400,000    Citicorp                                                  61,838,702       99,300,000     2.4
Financial Services       800,000    Dean Witter, Discover & Co.                               20,456,508       27,100,000     0.6
Farm & Construction
  Equipment            1,950,000    Deere & Co.                                              109,406,448      129,187,500     3.1
Banking                1,150,000    First Interstate Bancorp                                  53,035,168       77,768,750     1.8
Automotive             2,250,000    Ford Motor Co.                                            47,143,458       63,000,000     1.5
Automotive             2,200,000    General Motors Corp.                                      95,123,713       92,950,000     2.2
Conglomerates          1,000,000    ITT Corp.                                                 46,914,030       88,625,000     2.1
Machinery                750,000    Ingersoll-Rand Co.                                        16,066,393       23,625,000     0.6
Information Processing 1,450,000    International Business Machines Corp.                     91,919,847      106,575,000     2.5
Paper & Forest
  Products             1,000,000    International Paper Co.                                   55,866,813       75,375,000     1.8
Aerospace & Defense      200,000    Lockheed Corp.                                             6,827,150       14,525,000     0.3
Hospital Management    1,200,000    National Medical Enterprises, Inc.                        12,440,223       16,950,000     0.4
Semiconductors         1,467,200  ++National Semiconductor Corp.                              16,086,389       28,610,400     0.7
Banking                1,750,000    NationsBank Corp.                                         73,228,142       78,968,750     1.9
Banking                2,000,000    Norwest Corp.                                             25,586,162       46,750,000     1.1
Insurance              1,400,000    PartnerRe Holdings Ltd.                                   29,498,937       28,875,000     0.7
Electrical Equipment   2,500,000    Philips Electronics N.V.                                  43,971,261       73,437,500     1.7
Retail                 3,100,000    Sears, Roebuck & Co.                                     114,099,842      142,600,000     3.4
Information Processing 1,800,000    Tandem Computers Inc.                                     21,197,269       30,825,000     0.7
Insurance              1,700,000    Travelers Inc.                                            66,123,844       55,250,000     1.3
Steel                    800,000    USX--US Steel Group                                       21,961,346       28,400,000     0.7
Chemicals              1,200,000    Union Carbide Corp.                                       20,616,691       35,250,000     0.8
Information Processing 3,700,000  ++Unisys Corp.                                              43,485,967       31,912,500     0.8
Aerospace & Defense      450,000    United Technologies Corp.                                 22,695,049       28,293,750     0.7
                                                                                          --------------   --------------   ------
                                                                                           1,186,517,513    1,520,029,150    36.0
</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             600,000    Atlantic Richfield Co.                                $   59,961,351   $   61,050,000     1.5%
Real Estate
  Investment Trust       700,000    Avalon Properties, Inc.                                   14,548,710       16,100,000     0.4
Telecommunications       800,000    Bell Atlantic Corp.                                       33,212,901       39,800,000     0.9 
Pharmaceutical         1,150,000    Bristol-Myers Squibb Co.                                  65,372,906       66,556,250     1.6
Oil--International     1,500,000    Chevron Corp.                                             47,205,854       66,937,500     1.6
Utilities--Electric      600,000    CINergy Corp.                                             14,123,620       14,025,000     0.3
Banking                  700,000    Citicorp (Pfd. P)                                         10,325,000       13,387,500     0.3
Utilities--Electric    1,200,000    Consolidated Edison Co. of New York, Inc.                 27,027,340       30,900,000     0.7
Utilities--Electric      637,500    DPL Inc.                                                   6,204,369       13,068,750     0.3
Oil Services &
  Equipment            2,800,000    Dresser Industries, Inc.                                  55,080,682       52,850,000     1.3
Oil--International     1,000,000    Exxon Corp.                                               50,944,590       60,750,000     1.4
Telecommunications     2,600,000    GTE Corp.                                                 81,123,565       78,975,000     1.9
Chemicals                400,000    Imperial Chemical Industries PLC (ADR)*                   25,771,805       18,600,000     0.4
Real Estate
  Investment Trust       440,000    Irvine Apartment Communities, Inc.                         7,758,147        7,205,000     0.2
Real Estate
  Investment Trust       700,000    Liberty Property Trust                                    14,155,230       13,737,500     0.3
Real Estate
  Investment Trust       500,000    The Mills Corp.                                           11,734,125        9,062,500     0.2
Oil--International     1,500,000    Mobil Corp.                                               78,457,147      126,375,000     3.0
Utilities--Electric    1,000,000    NIPSCO Industries, Inc.                                   20,293,522       29,750,000     0.7
Oil--Domestic          2,100,000    Occidental Petroleum Corp.                                43,860,194       40,425,000     1.0
Utilities--Electric    1,200,000    PECO Energy Co.                                           28,784,191       29,400,000     0.7
Tobacco                1,800,000    Philip Morris Cos. Inc.                                   98,830,034      103,500,000     2.4
Utilities--Electric    1,000,000    Public Service Enterprise Group Inc.                      26,399,945       26,500,000     0.6
Aluminum                 250,000    Reynolds Metals Co. (Pfd. P)                              11,937,200       12,093,750     0.3
Oil--International     1,150,000    Royal Dutch Petroleum Co. (ADR)*                          70,562,758      123,625,000     2.9
Real Estate
  Investment Trust     1,200,000    Simon Property Group, Inc.                                27,544,973       29,100,000     0.7
Real Estate
  Investment Trust       500,000    Summit Properties Inc.                                     9,602,500        9,625,000     0.2
Oil--International     1,000,000    Texaco Inc.                                               53,689,121       59,875,000     1.4
Utilities--Electric      600,000    Texas Utilities Co.                                       20,245,955       19,200,000     0.5
Telecommunications       800,000    U.S. West, Inc.                                           22,413,677       28,500,000     0.7
Pharmaceuticals          440,000    Zeneca Group PLC (ADR)*                                   12,980,000       18,095,000     0.4
                                                                                          --------------   --------------   ------
                                                                                           1,050,151,412    1,219,068,750    28.8
<PAGE>
Special Situations

Oil--International       710,681    The British Petroleum Co. PLC (ADR)*                      33,756,364       56,765,645     1.3
Information Processing 1,000,000  ++Ceridian Corp.                                            16,072,735       26,875,000     0.6
Information Processing 1,700,000    Data General Corp.                                        23,653,243       17,000,000     0.4
Information Processing 1,900,000  ++Digital Equipment Corp.                                   70,377,310       63,175,000     1.5
Restaurants              770,800  ++Foodmaker, Inc.                                            9,587,860        3,372,250     0.1
Foods/Food Processing  1,100,000    General Mills, Inc.                                       60,039,860       62,700,000     1.5
Chemicals                500,000    Hercules Inc.                                             19,235,727       57,687,500     1.4
Pharmaceutical         2,000,000    Merck & Co., Inc.                                         63,465,898       76,250,000     1.8
                                                                                          --------------   --------------   ------
                                                                                             296,188,997      363,825,395     8.6


                                    Total Stocks                                           2,893,857,037    3,488,056,170     82.5
</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

Commercial Paper**                  ABN-AMRO N.A. Finance, Inc.:
                     $50,000,000      5.84% due 1/06/1995                                 $   49,943,222   $   49,943,222     1.2%
                      50,000,000      5.80% due 1/20/1995                                     49,830,833       49,830,833     1.2
                      50,000,000    ANZ (Delaware) Inc., 6% due 1/03/1995                     49,966,667       49,966,667     1.2
                      50,000,000    Daimler-Benz AG, 5.94% due 1/17/1995                      49,851,500       49,851,500     1.2
                      43,247,000    General Electric Capital Corp., 
                                    5.80% due 1/03/1995                                       43,219,130       43,219,130     1.1
                      50,000,000    Morgan (J.P.) & Co., Inc., 5.88% due 
                                    1/27/1995                                                 49,771,333       49,771,333     1.2
                                    Matterhorn Capital Corp.:
                      50,000,000      5.83% due 1/03/1995                                     49,967,611       49,967,611     1.2
                      39,077,000      6% due 1/24/1995                                        38,914,179       38,914,179     0.9
                                    National Australia Funding (Delaware), Inc.:
                      50,000,000      5.57% due 1/04/1995                                     49,961,319       49,961,319     1.2
                      50,000,000      5.68% due 1/23/1995                                     49,810,667       49,810,667     1.2
                      50,000,000    Nomura Holding America Inc., 6.03% due 
                                    1/27/1995                                                 49,765,500       49,765,500     1.2
                                    Penney (J.C.) & Co.:
                      50,000,000      6.02% due 1/27/1995                                     49,765,889       49,765,889     1.1
                      50,000,000      6% due 2/02/1995                                        49,716,667       49,716,667     1.2
                      50,000,000    PepsiCo., Inc., 6% due 1/12/1995                          49,891,667       49,891,667     1.1
                      50,000,000    Preferred Receivables Funding Corp.,
                                    6.05% due 1/17/1995                                       49,848,750       49,848,750     1.1


                                    Total Short-Term Securities                              730,224,934      730,224,934    17.3


Total Investments                                                                         $3,624,081,971    4,218,281,104    99.8
                                                                                          ==============
Other Assets Less Liabilities                                                                                   7,552,093     0.2
                                                                                                           --------------   ------
Net Assets                                                                                                 $4,225,833,197   100.0%
                                                                                                           ==============   ======
<PAGE>
<FN>
  *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.
++Non-income producing security.

See Notes to Financial Statements.
</TABLE>


<TABLE>
FINANCIAL INFORMATION
<CAPTION>
Statement of Assets and Liabilities as of December 31, 1994
<S>                <S>                                                                               <C>            <C>
Assets:            Investments, at value (identified cost--$3,624,081,971) (Note 1a)                                $4,218,281,104
                   Cash                                                                                                      3,577
                   Receivables:
                      Capital shares sold                                                            $14,123,655
                      Dividends                                                                       10,099,489        24,223,144
                                                                                                     -----------
                   Prepaid registration fees and other assets (Note 1d)                                                     73,525
                                                                                                                    --------------
                   Total assets                                                                                      4,242,581,350
                                                                                                                    --------------


Liabilities:       Payables:
                      Capital shares redeemed                                                          8,819,831
                      Securities purchased                                                             4,099,750
                      Distributor (Note 2)                                                             1,504,220
                      Investment adviser (Note 2)                                                      1,398,811        15,822,612
                                                                                                      ----------
                   Accrued expenses and other liabilities                                                                  925,541
                                                                                                                    --------------
                   Total liabilities                                                                                    16,748,153
                                                                                                                    --------------


Net Assets:        Net assets                                                                                       $4,225,833,197
                                                                                                                    ==============


Net Assets         Class A Shares of Common Stock, $0.10 par value, 200,000,000 shares 
Consist of:        authorized                                                                                       $   10,374,760
                   Class B Shares of Common Stock, $0.10 par value, 200,000,000 shares
                   authorized                                                                                            8,214,573
                   Class C Shares of Common Stock, $0.10 par value, 200,000,000 shares
                   authorized                                                                                               53,349
                   Class D Shares of Common Stock, $0.10 par value, 200,000,000 shares 
                   authorized                                                                                              340,535
                   Paid-in capital in excess of par                                                                  3,618,542,417
                   Accumulated investment loss--net                                                                     (3,028,610)
                   Accumulated realized capital losses on investments and foreign currency
                   transactions--net                                                                                    (2,862,960)
                   Unrealized appreciation on investments and foreign currency 
                   transactions--net                                                                                   594,199,133
                                                                                                                    --------------
                   Net assets                                                                                       $4,225,833,197
                                                                                                                    ==============

<PAGE>
Net Asset Value:   Class A--Based on net assets of $2,318,249,580 and 103,747,596 shares
                   outstanding                                                                                      $        22.35
                                                                                                                    ==============
                   Class B--Based on net assets of $1,819,715,958 and 82,145,732 shares
                   outstanding                                                                                      $        22.15
                                                                                                                    ==============
                   Class C--Based on net assets of $11,773,894 and 533,489 shares outstanding                       $        22.07
                                                                                                                    ==============
                   Class D--Based on net assets of $76,093,765 and 3,405,352 shares
                   outstanding                                                                                      $        22.35
                                                                                                                    ==============


                   See Notes to Financial Statements.
</TABLE>

<TABLE>
FINANCIAL INFORMATION (continued)
<CAPTION>
Statement of Operations for the Six Months Ended December 31, 1994
<S>                <S>                                                                               <C>            <C>
Investment         Dividends (net of $748,162 foreign withholding tax)                                              $   59,065,280
Income             Interest and discount earned                                                                         19,386,134
(Notes 1b & 1c):                                                                                                    --------------
                   Total income                                                                                         78,451,414
                                                                                                                    --------------


Expenses:          Distribution fees--Class B (Note 2)                                               $ 9,211,297
                   Investment advisory fees (Note 2)                                                   8,553,061
                   Transfer agent fees--Class A (Note 2)                                               1,408,844
                   Transfer agent fees--Class B (Note 2)                                               1,332,141
                   Amortization of organization expenses (Note 1d)                                       142,477
                   Printing and shareholder reports                                                      139,610
                   Accounting services (Note 2)                                                           90,418
                   Registration fees (Note 1d)                                                            74,845
                   Custodian fees                                                                         58,709
                   Professional fees                                                                      34,330
                   Account maintenance fees--Class D (Note 2)                                             19,745
                   Directors' fees and expenses                                                           16,314
                   Transfer agent fees--Class D (Note 2)                                                  12,709
                   Distribution fees--Class C (Note 2)                                                    12,095
                   Transfer agent fees--Class C (Note 2)                                                   2,177
                   Pricing fees                                                                              142
                   Other                                                                                  41,093
                                                                                                     -----------
                   Total expenses                                                                                       21,150,007
                                                                                                                    --------------
                   Investment income--net                                                                               57,301,407
                                                                                                                    --------------

<PAGE>
Realized &         Realized gain on investments--net                                                                    15,071,366
Unrealized Gain    Change in unrealized appreciation on investments--net                                                30,425,010
On Investments &                                                                                                    --------------
Foreign Currency   Net realized and unrealized gain on investments and foreign
Transactions--Net  currency transactions                                                                                45,496,376
(Note 1c, 1e, 1f                                                                                                    --------------
& 3):              Net Increase in Net Assets Resulting from Operations                                             $  102,797,783
                                                                                                                    ==============


                   See Notes to Financial Statements.
</TABLE>

<TABLE>
FINANCIAL INFORMATION (continued)
<CAPTION>
Statements of Changes in Net Assets
                                                                                                    For the Six          For the
                                                                                                    Months Ended        Year Ended
                                                                                                    December 31,         June 30,
Increase (Decrease) in Net Assets:                                                                      1994               1994
<S>                <S>                                                                             <C>               <C>
Operations:        Investment income--net                                                        $    57,301,407    $   88,423,093
                   Realized gain on investments and foreign currency transactions--net                15,071,366       163,320,957
                   Change in unrealized appreciation/depreciation on investments and
                     foreign currency transactions--net                                               30,425,010       (76,944,519)
                                                                                                 ---------------    --------------
                   Net increase in net assets resulting from operations                              102,797,783       174,799,531
                                                                                                 ---------------    --------------


Dividends &        Investment income--net:
Distributions to     Class A                                                                         (68,596,425)      (62,663,619)
Shareholders         Class B                                                                         (36,272,122)      (30,680,760)
(Note 1g):           Class C                                                                            (125,803)               --
                     Class D                                                                          (1,039,404)               --
                   Realized gain on investments--net:
                     Class A                                                                         (77,560,878)      (64,558,638)
                     Class B                                                                         (61,276,834)      (45,745,511)
                     Class C                                                                             (37,759)               --
                     Class D                                                                            (291,335)               --
                                                                                                 ---------------    --------------
                   Net decrease in net assets resulting from dividends and distributions
                   to shareholders                                                                  (245,200,560)     (203,648,528)
                                                                                                 ---------------    --------------


Capital Share      Net increase in net assets derived from capital share transactions                350,549,124       639,523,156
Transactions                                                                                     ---------------    --------------
(Note 4):

<PAGE>
Net Assets:        Total increase in net assets                                                      208,146,347       610,674,159
                   Beginning of period                                                             4,017,686,850     3,407,012,691
                                                                                                 ---------------    --------------
                   End of period*                                                                $ 4,225,833,197    $4,017,686,850
                                                                                                 ===============    ==============
                  <FN>
                  *Accumulated investment income (loss)--net                                     $    (3,028,610)   $   45,703,737
                                                                                                 ===============    ==============


                   See Notes to Financial Statements.
</TABLE>

<TABLE>
FINANCIAL INFORMATION (continued)
<CAPTION>
Financial Highlights
                                                                                              Class A
The following per share data and ratios have been derived          For the Six
from information provided in the financial statements.             Months Ended
                                                                   December 31,              For the Year Ended June 30,
Increase (Decrease) in Net Asset Value:                                1994          1994         1993         1992         1991
<S>                <S>                                             <C>           <C>          <C>          <C>          <C>
Per Share          Net asset value, beginning of period            $    23.17    $    23.31   $    20.57   $    18.90   $    19.32
Operating                                                          ----------    ----------   ----------   ----------   ----------
Performance:         Investment income--net                               .37           .62          .71          .70          .87
                     Realized and unrealized gain (loss) on
                     investments and foreign currency
                     transactions--net                                    .29           .67         3.03         2.02         (.02)
                                                                   ----------    ----------   ----------   ----------   ----------
                   Total from investment operations                       .66          1.29         3.74         2.72          .85
                                                                   ----------    ----------   ----------   ----------   ----------
                   Less dividends and distributions:
                     Investment income--net                              (.69)         (.70)        (.64)        (.76)        (.97)
                     Realized gain on investments--net                   (.79)         (.73)        (.36)        (.29)        (.30)
                                                                   ----------    ----------   ----------   ----------   ----------
                   Total dividends and distributions                    (1.48)        (1.43)       (1.00)       (1.05)       (1.27)
                                                                   ----------    ----------   ----------   ----------   ----------
                   Net asset value, end of period                  $    22.35    $    23.17   $    23.31   $    20.57   $    18.90
                                                                   ==========    ==========   ==========   ==========   ==========


Total Investment   Based on net asset value per share                   2.85%++       5.68%       19.03%       15.08%        5.39%
Return:**                                                          ==========    ==========   ==========   ==========   ==========

<PAGE>
Ratios to          Expenses                                              .56%*         .53%         .54%         .58%         .59%
Average Net                                                        ==========    ==========   ==========   ==========   ==========
Assets:            Investment income--net                               3.18%*        2.76%        3.48%        3.52%        4.76%
                                                                   ==========    ==========   ==========   ==========   ==========


Supplemental       Net assets, end of period (in thousands)        $2,318,250    $2,272,983   $2,023,078   $1,670,430   $1,490,657
Data:                                                              ==========    ==========   ==========   ==========   ==========
                   Portfolio turnover                                   5.68%        21.79%       20.85%       21.24%       20.11%
                                                                   ==========    ==========   ==========   ==========   ==========

                  <FN>
                  *Annualized.
                 **Total investment returns exclude the effects of sales loads;
                   returns would be lower if sales loads were included.
                 ++Aggregate total investment return.

                   See Notes to Financial Statements.
</TABLE>

<TABLE>
FINANCIAL INFORMATION (continued)
<CAPTION>
Financial Highlights (continued)
                                                                                              Class B
The following per share data and ratios have been derived          For the Six
from information provided in the financial statements.             Months Ended
                                                                   December 31,              For the Year Ended June 30,
Increase (Decrease) in Net Asset Value:                                1994          1994         1993         1992         1991
<S>                <S>                                             <C>           <C>          <C>          <C>          <C>
Per Share          Net asset value, beginning of period            $    22.87    $    23.04   $    20.35   $    18.71   $    19.12
Operating                                                          ----------    ----------   ----------   ----------   ----------
Performance:         Investment income--net                               .26           .42          .53          .50          .66
                     Realized and unrealized gain on
                     investments and foreign currency
                     transactions--net                                    .27           .62         2.96         2.00          .01
                                                                   ----------    ----------   ----------   ----------   ----------
                   Total from investment operations                       .53          1.04         3.49         2.50          .67
                                                                   ----------    ----------   ----------   ----------   ----------
                   Less dividends and distributions:
                     Investment income--net                              (.46)         (.48)        (.44)        (.57)        (.78)
                     Realized gain on investments--net                   (.79)         (.73)        (.36)        (.29)        (.30)
                                                                   ----------    ----------   ----------   ----------   ----------
                   Total dividends and distributions                    (1.25)        (1.21)        (.80)        (.86)       (1.08)
                                                                   ----------    ----------   ----------   ----------   ----------
                   Net asset value, end of period                  $    22.15    $    22.87   $    23.04   $    20.35   $    18.71
                                                                   ==========    ==========   ==========   ==========   ==========
<PAGE>

Total Investment   Based on net asset value per share                   2.30%++       4.61%       17.81%       13.90%        4.33%
Return:**                                                          ==========    ==========   ==========   ==========   ==========


Ratios to          Expenses, excluding distribution fees                 .58%*         .55%         .56%         .60%         .61%
Average Net                                                        ==========    ==========   ==========   ==========   ==========
Assets:            Expenses                                             1.58%*        1.55%        1.56%        1.60%        1.61%
                                                                   ==========    ==========   ==========   ==========   ==========
                   Investment income--net                               2.16%*        1.75%        2.47%        2.50%        3.73%
                                                                   ==========    ==========   ==========   ==========   ==========


Supplemental       Net assets, end of period (in thousands)        $1,819,716    $1,744,704   $1,383,935   $1,064,354   $  874,318
Data:                                                              ==========    ==========   ==========   ==========   ==========
                   Portfolio turnover                                   5.68%        21.79%       20.85%       21.24%       20.11%
                                                                   ==========    ==========   ==========   ==========   ==========

                 <FN>
                  *Annualized.
                 **Total investment returns exclude the effects of sales loads;
                   returns would be lower if sales loads were included.
                 ++Aggregate total investment return.

                   See Notes to Financial Statements.
</TABLE>

<TABLE>
FINANCIAL INFORMATION (concluded)
<CAPTION>
Financial Highlights (concluded)

The following per share data and ratios have been derived
from information provided in the financial statements.                                     For the Period October 21, 1994++ to
                                                                                                     December 31, 1994
Increase (Decrease) in Net Asset Value:                                                              Class C           Class D
<S>                <S>                                                                         <C>               <C>
Per Share          Net asset value, beginning of period                                        $         22.92   $        23.19
Operating                                                                                      ---------------   --------------
Performance:       Investment income--net                                                                  .14              .10
                   Realized and unrealized loss on investments and foreign currency
                   transactions--net                                                                      (.56)            (.49)
                                                                                               ---------------  --------------
                   Total from investment operations                                                       (.42)            (.39)
                                                                                               ---------------   --------------
                   Less dividends and distributions:
                     Investment income--net                                                               (.33)            (.35)
                     Realized gain on investments--net                                                    (.10)            (.10)
                                                                                               ---------------   --------------
                   Total dividends and distributions                                                      (.43)            (.45)
                                                                                               ---------------   --------------
                   Net asset value, end of period                                              $         22.07   $        22.35
                                                                                               ===============   ==============
<PAGE>

Total Investment   Based on net asset value per share                                                   (1.81%)+++       (1.64%)+++
Return:**                                                                                      ===============   ==============


Ratios to Average  Expenses, excluding account maintenance and distribution fees                          .62%*            .61%*
Net Assets:                                                                                    ===============   ==============
                   Expenses                                                                              1.62%*            .86%*
                                                                                               ===============   ==============
                   Investment income--net                                                                2.06%*           2.36%*
                                                                                               ===============   ==============


Supplemental       Net assets, end of period (in thousands)                                    $        11,774   $       76,094
Data:                                                                                          ===============   ==============
                   Portfolio turnover                                                                    5.68%            5.68%
                                                                                               ===============   ==============

                <FN>
                  *Annualized.
                 **Total investment returns exclude the effect of sales loads;
                   returns would be lower if sales loads were included.
                 ++Commencement of Operations.
                +++Aggregate total investment return.

                   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. These unaudited interim
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 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 most recent bid prices as obtained from one or more
dealers that make markets in the securities. Securities traded in
the NASDAQ National Market System are valued at the last sale
price on the day the securities are being valued, or lacking any
sales, at the closing bid price. 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 less than sixty
days to maturity 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.

(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) 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 and
currency markets. Losses may arise due to changes in the value of
the foreign currency or if the counterparty does not perform
under the contract.
<PAGE>
* 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.

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

(f) 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.


NOTES TO FINANCIAL STATEMENTS (concluded)


(g) Dividends and distributions--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
Fund Asset Management, L.P. ("FAM"). The general partner of FAM
is Princeton Services, Inc. ("PSI"), an indirect wholly-owned
subsidiary of Merrill Lynch & Co., Inc. (ML & Co.), which is a
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.
<PAGE>
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.

Pursuant to a distribution plan (the "Distribution Plan") 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, which are accrued daily and
paid monthly at annual rates based upon the average daily net
assets of the shares as follows:

                              Account         Distribution
                           Maintenance Fee        Fee

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

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 December 31, 1994, MLFD earned
underwriting discounts and MLPF&S earned dealer concessions on
sales of the Fund's Class A and Class D Shares as follows:
<PAGE>
                                MLFD            MLPF&S

Class A                       $52,749          $969,151
Class D                       $13,665          $215,072

MLPF&S received contingent deferred sales charges of $759,108
relating to transactions in Class B Shares of beneficial interest,
$253 relating to transactions in Class C Shares of beneficial
interest, and $24,900 in commissions on the execution of portfolio
security transactions for the Fund for the six months ended
December 31, 1994.

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

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

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

3. Investments:
Purchases and sales of investments, excluding short-term securities,
for the six months ended December 31, 1994 were $395,055,823 and
$193,805,529, respectively.

Net realized and unrealized gains as of December 31, 1994 were as
follows:

                                       Realized          Unrealized
                                         Gains             Gains

Long-term investments                $ 15,071,366       $594,199,133
                                     ------------       ------------
Total                                $ 15,071,366       $594,199,133
                                     ============       ============

As of December 31, 1994, net unrealized appreciation for Federal
income tax purposes aggregated $594,199,133, of which $685,446,253
related to appreciated securities and $91,247,120 related to
depreciated securities. At December 31, 1994, the aggregate cost
of investments for Federal income tax purposes was $3,524,081,971.

4. Capital Share Transactions:
Net increase in net assets derived from capital share transactions
was $350,549,124 for the six months ended December 31, 1994 and
$639,523,156 for the year ended June 30, 1994.

Transactions in capital shares for each class were as follows:
<PAGE>

Class A Shares for the Six Months
Ended December 31, 1994                  Shares        Dollar Amount

Shares sold                             7,487,298       $172,752,506
Shares issued to shareholders
in reinvestment of dividends
and distributions                       5,782,037        130,723,601
                                      -----------       ------------
Total issued                           13,269,335        303,476,107
Shares redeemed                        (7,617,558)      (175,924,476)
                                      -----------       ------------
Net increase                            5,651,777       $127,551,631
                                      ===========       ============


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                       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 B Shares for the
Six Months Ended
December 31, 1994                        Shares        Dollar Amount

Shares sold                            12,310,971       $280,714,519
Shares issued to shareholders
in reinvestment of dividends
and distributions                       3,848,516         86,346,162
                                      -----------       ------------
Total issued                           16,159,487        367,060,681
Shares redeemed                       (10,289,870)      (233,647,708)
                                      -----------       ------------
Net increase                            5,869,617       $133,412,973
                                      ===========       ============


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                       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 C Shares for the Period
October 21, 1994++ to
December 31, 1994                        Shares        Dollar Amount

Shares sold                               572,238       $ 12,859,342
Shares issued to shareholders
in reinvestment of dividends
and distributions                           6,576            142,631
                                      -----------       ------------
Total issued                              578,814         13,001,973
Shares redeemed                           (45,325)        (1,008,314)
                                      -----------       ------------
Net increase                              533,489       $ 11,993,659
                                      ===========       ============

[FN]
++Commencement of Operations.


Class D Shares for the Period
October 21, 1994++ to
December 31, 1994                        Shares        Dollar Amount

Shares sold                             3,424,327       $ 78,046,452
Shares issued to shareholders
in reinvestment of dividends
and distributions                          55,368          1,215,335
                                      -----------       ------------
Total issued                            3,479,695         79,261,787
Shares redeemed                           (74,343)        (1,670,926)
                                      -----------       ------------
Net increase                            3,405,352       $ 77,590,861
                                      ===========       ============

[FN]
++Commencement of Operations.


PORTFOLIO INFORMATION

Ten Largest                                Percent of
Stock Holdings                             Net Assets

Sears, Roebuck & Co.                          3.4%
Deere & Co.                                   3.1
Mobil Corp.                                   3.0
Royal Dutch Petroleum Co. (ADR)               2.9
International Business Machines Corp.         2.5
Philip Morris Cos. Inc.                       2.4
Citicorp                                      2.4
General Motors Corp.                          2.2
ITT Corp.                                     2.1
GTE Corp.                                     1.9
<PAGE>

Portfolio Changes for the Quarter
Ended December 31, 1994

Addition
CINergy Corp.

Deletion
Reynolds Metals Co.



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

Custodian
The Bank of New York
90 Washington Street
New York, New York 10286

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



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