MERRILL LYNCH BASIC VALUE FUND INC
N-30D, 1995-08-11
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MERRILL LYNCH
BASIC VALUE
FUND, INC.








FUND LOGO







Annual Report

June 30, 1995





<PAGE>
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, Senior 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, NY 10286

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










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




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






<PAGE>
MERRILL LYNCH BASIC VALUE FUND, INC.



TO OUR SHAREHOLDERS

In the June quarter economic data showed evidence of slowing
activity. Gross domestic product growth for the first three months
of 1995 was reported at 2.7%, the weakest showing in the past 18
months. Other signs of a sluggish economy included slowing growth in
the manufacturing sector in May and June as well as three
consecutive months of declines in the Index of Leading Economic
Indicators, an occurrence which has often (but not always) forecast
recessions. As a result, by the end of the June quarter concerns had
arisen that the economic "soft landing" could turn into an actual
recession. However, at the same time there were also expectations
that a few months of very slow or zero growth would be followed by a
pickup in economic activity later in the year. This view was
supported by the stronger-than-expected employment data for June and
an upward revision in May's employment figures.

Thus far in 1995, economic developments have been very positive for
the US stock and bond markets, and most US stock market averages
recently have attained record levels. In contrast, the US dollar has
been persistently weak, especially relative to the yen. Following
the Federal Reserve Board's cut in short-term interest rates in
early July, continued signs of a moderating expansion and well-
contained inflationary pressures could provide further assurance
that the peak in US interest rates is behind us, creating a stronger
foundation for higher stock and bond prices. On the other hand,
indications of reaccelerating growth and increasing inflationary
pressures would likely suggest that higher interest rates are on the
horizon, a negative development for the US financial markets.

Portfolio Matters
For the fiscal year ended June 30, 1995, Merrill Lynch Basic Value
Fund, Inc.'s Class A and Class B Shares provided total returns of
+21.67% and +20.45%, respectively, compared with a total return of
+25.95% for the unmanaged Standard & Poor's 500 Index (S&P 500). The
Fund's Class C and Class D Shares provided total returns of +15.59%
and +16.23%, respectively, since inception (October 21, 1994)
through June 30, 1995.

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


<PAGE>
                                 % Total Return

                     Class A        Class B
Quarter Ended         Shares         Shares       S&P 500

September 1994        + 3.85%        + 3.58%       + 4.92%
December 1994         - 0.97         - 1.24        - 0.02
March 1995            + 8.59         + 8.35        + 9.73
June 1995             + 8.94         + 8.67        + 9.44
Fiscal Year           +21.67         +20.45        +25.95



(Investment results shown do not include sales charges, and would be
lower if sales charges were deducted. Complete performance
information can be found on pages 3 through 6 of this report to
shareholders.)

For the full fiscal year, security purchases exceeded $979 million
while security sales amounted to approximately $409 million. The
following table outlines the quarterly activity in millions.



Quarter Ended           Purchases                  Sales

September 1994          $131,344                 $ 98,925
December 1994            238,635                   70,614
March 1995               367,081                  140,891
June 1995                242,306                   98,857
                        --------                 --------
Total                   $979,366                 $409,287
                        ========                 ========



Trading activity was heavily biased toward purchases in each quarter
of the fiscal year and exceeded security sales by about $570 million
for the 12 months ended June 30, 1995. Despite this better than two-
to-one ratio of purchases to sales, our cash position for the full
fiscal year was little changed. On June 30, 1994, cash was 19.9% of
net assets and on June 30, 1995 it was 17.3%. This was the result of
a strong net inflow of new money from shareholders, particularly in
the most recent six months. For the full fiscal year, net
subscriptions into the Fund amounted to over $673 million, with over
$537 million being added in the most recent six months. Overall,
Fund assets increased 38.8% during the fiscal year to over $5.5
billion from $4.0 billion a year earlier.
<PAGE>
Over 90% of our June quarter purchases were dedicated to increases
in previously established positions with an emphasis on groups that
have been generally out-of-favor and, we felt, needlessly overlooked
during the strong recent gain in stock prices. Almost 25% of our
June quarter purchases were in autos (General Motors Corp. and Ford
Motor Co.) and steels (USX-US Steel Group and Bethlehem Steel
Corp.), two cyclical areas that have lagged the market. We also
continued to increase positions in Digital Equipment Corp.,
International Paper Co. and Tandem Computers. Also, we added to the
International Business Machines Corp. holding, which is now our
fourth-largest position. (See page 9 of this report to shareholders
for a listing of the Fund's ten largest stock holdings.)

Security sales were rather small during the June quarter with the
largest sales being in National Semiconductor Corp. and Deere & Co.,
although Deere remains our third-largest commitment. Also, we
eliminated Tenet Healthcare Corp. at a substantial profit.

Fiscal Year in Review
The Fund provided shareholders with a very favorable and competitive
total return for the 1995 fiscal year, but we did underperform
relative to the S&P 500.

On average, our ten largest holdings outperformed the market, up
31%, while the entire Fund showed 62 advances, only 12 declines and
one unchanged issue. Citicorp, our second-largest commitment,
performed well, up 45%, but other bank holdings lagged as did energy
stocks, our largest industry position. Also, the high cash position
maintained throughout the year was an impediment. It may be recalled
that both banks and energy outperformed in the 1994 fiscal year. We
believe both groups offer favorable value characteristics.

In Conclusion
The first half of 1995 has been characterized by a remarkable gain
in equity prices that has far surpassed most beginning-of-the-year
projections. A long-standing policy of Merrill Lynch Basic Value
Fund, Inc. has been not to attempt to "time" the market but to seek
out undervalued areas and to generally "sell strength and buy
weakness." Fortunately, we have thus far this year, as a result of
the strong cash inflow, limited the "sell strength" portion of the
philosophy that has generally held us in good stead for the history
of the Fund, and we have been more aggressive on "buying weakness"
in those few areas that have underperformed.

It seems highly unlikely that the second half of 1995 will be as
ebullient as the first half. Accordingly, we anticipate more
volatility the rest of the year, and we will attempt to be alert to
selling opportunities as well as favorable buying prospects.
<PAGE>
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



July 10, 1995





PROXY RESULTS


During the year ended June 30, 1995, Merrill Lynch Basic Value Fund,
Inc. shareholders voted on the following proposals. Proposals 1, 2
and 4 were approved at a special shareholders' meeting on September
26, 1994. Proposal 3 was passed at a special shareholders' meeting
on January 31, 1995. The description of each proposal and number of
shares voted are as follows:

<TABLE>
<CAPTION>
                                                                              Shares Voted           Shares Voted
                                                                                  For              Without Authority
<S>                                            <S>                             <C>                     <C>
1. To elect the Fund's Board of Directors:     Donald Cecil                    166,180,203             3,025,744
                                               M. Colyer Crum                  166,188,483             3,017,464
                                               Edward H. Meyer                 166,170,332             3,035,615
                                               Jack B. Sunderland              166,225,740             2,980,207
                                               J. Thomas Touchton              166,183,154             3,022,793
                                               Arthur Zeikel                   166,127,850             3,078,097

<PAGE>
<CAPTION>
                                                                          Shares Voted     Shares Voted      Shares Voted
                                                                              For            Against           Abstain
<S>                                                                       <C>                <C>              <C>
2. To select Deloitte & Touche LLP as the Fund's independent auditors.    163,921,928        1,265,083         4,018,936
3. To approve certain changes to the Fund's fundamental investment
   restrictions.                                                           89,297,698        3,562,624         4,676,207
4. To amend the Fund's articles of incorporation to implement the
   Merrill Lynch Select Pricing SM System.                                150,462,512        8,538,045        10,205,390
</TABLE>




PERFORMANCE DATA



About Fund Performance

Since October 21, 1994, investors have been able to purchase shares
of the Fund through the Merrill Lynch Select Pricing SM System,
which offers four pricing alternatives:

* 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).
<PAGE>
Performance data for the Fund's Class A and Class B Shares are
presented in the "Total Return Based on a $10,000 Investment"
graphs, "Average Annual Total Return" and "Performance Summary"
tables on pages 4 and 6. The "Results of a $1,000 Investment Since
Inception--Class A Shares" chart on page 5 illustrates the
performance of a $1,000 investment in Class A Shares made at the
Fund's inception (assuming the maximum initial sales charge of
5.25%) through June 30, 1995. "Aggregate Total Return" tables for
Class C and Class D Shares are also presented on page 4. Data for
all of the Fund's shares are presented in the "Recent Performance
Results" table on page 5.

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

None of the past results shown should be considered a representation
of future performance. Investment return and principal value of
shares will fluctuate so that shares, when redeemed, may be worth
more or less than their original cost. Dividends paid to each class
of shares will vary because of the different levels of account
maintenance, distribution and transfer agency fees applicable to
each class, which are deducted from the income available to be paid
to shareholders.




PERFORMANCE DATA (continued)

<PAGE>
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:

                                          6/85           6/95

ML Basic Value Fund, Inc.++--
Class A Shares*                          $ 9,475        $33,375
S&P 500 Index++++                        $10,000        $39,401



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**      6/95

ML Basic Value Fund, Inc.++--
Class B Shares*                          $10,000        $19,592
S&P 500 Index++++                        $10,000        $23,628


[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.



Average Annual Total Return


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

Class A Shares*

Year Ended 6/30/95                        +21.67%        +15.28%
Five Years Ended 6/30/95                  +13.17         +11.96
Ten Years Ended 6/30/95                   +13.42         +12.81

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

<PAGE>
                                         % Return        % Return
                                       Without CDSC     With CDSC**

Class B Shares*

Year Ended 6/30/95                        +20.45%        +16.45%
Five Years Ended 6/30/95                  +12.02         +12.02
Inception (10/21/88) through 6/30/95      +10.57         +10.57

[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 6/30/95                           +15.59%        +14.59%

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



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

Class D Shares*

Inception (10/21/94)
through 6/30/95                           +16.23%        +10.13%

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


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 1, 1977 to $12,726.63
on June 30, 1995.



<TABLE>
Recent Performance Results
<CAPTION>
                                                                                      12 Month       3 Month
                                                   6/30/95     3/31/95   6/30/94++    % Change++     % Change
<S>                                               <C>         <C>        <C>          <C>             <C>
ML Basic Value Fund Class A Shares*                 $26.44      $24.27     $23.17     +18.05%(1)      + 8.94%
ML Basic Value Fund Class B Shares*                  26.08       24.00      22.87     +18.01(1)       + 8.67
ML Basic Value Fund Class C Shares*                  25.98       23.91      22.92     +13.87(2)       + 8.66
ML Basic Value Fund Class D Shares*                  26.41       24.26      23.19     +14.40(2)       + 8.86
Dow Jones Industrial Average**                    4,556.10    4,157.69   3,624.96     +25.69          + 9.58
Standard & Poor's 500 Index**                       544.75      500.71     444.27     +22.62          + 8.80
ML Basic Value Fund Class A Shares--Total Return*                                     +21.67(3)       + 8.94
ML Basic Value Fund Class B Shares--Total Return*                                     +20.45(4)       + 8.67
ML Basic Value Fund Class C Shares--Total Return*                                     +15.59(5)       + 8.66
ML Basic Value Fund Class D Shares--Total Return*                                     +16.23(6)       + 8.86
Dow Jones Industrial Average--Total Return**                                          +29.21          +10.28
Standard & Poor's 500 Index--Total Return**                                           +25.95          + 9.44
<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 results 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 $0.464 per share ordinary
   income dividends and $0.784 per share capital gains distributions.
(5)Percent change includes reinvestment of $0.329 per share ordinary
   income dividends and $0.099 per share capital gains distributions.
(6)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
1/1/95--6/30/95                     22.35       26.44          --            --           +18.30
                                                            -------       -------
                                                      Total $11.909 Total $11.929

                                                 Cumulative total return as of 6/30/95: +1,243.18%**
<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
1/1/95--6/30/95                     22.15       26.08          --            --           +17.74
                                                             ------        ------
                                                       Total $2.988  Total $3.910

                                                   Cumulative total return as of 6/30/95: +95.92%**

<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             1,600,000   ASARCO Inc.                           $   40,877,630   $   48,800,000        0.9%
Insurance                        260,000   American National Insurance Co.            9,749,442       15,665,000        0.3
Utilities--Electric            1,800,000   Entergy Corp.                             38,211,274       43,425,000        0.8
Telecommunications             1,400,000   Telefonica de Espana, S.A. (ADR)*         42,507,830       54,250,000        0.9
                                                                                 --------------   --------------      ------
                                                                                    131,346,176      162,140,000        2.9

Below-Average Price/Earnings Ratio

Savings & Loans                1,850,000   Ahmanson (H.F.) & Co.                     32,200,305       40,700,000        0.7
Insurance                        600,000   The Allstate Corp.                        16,316,532       17,775,000        0.3
Insurance                      2,000,000   American General Corp.                    35,557,769       67,500,000        1.2
Steel                          2,600,000 ++Bethlehem Steel Corp.                     38,429,300       42,250,000        0.8
Oil--International               721,886   The British Petroleum Co. PLC (ADR)*      34,636,351       61,811,488        1.1
Banking                          900,000   The Chase Manhattan Corp.                 20,213,162       42,300,000        0.8
Banking                        2,820,272   Citicorp                                  77,865,009      163,223,242        2.9
Restaurants                    1,800,000   Darden Restaurants, Inc. (a)              18,379,741       19,575,000        0.4
Financial Services               700,000   Dean Witter, Discover & Co.               18,012,707       32,900,000        0.6
Farm & Construction
   Equipment                   1,800,000   Deere & Co.                              104,592,849      154,125,000        2.8
Information Processing         2,500,000 ++Digital Equipment Corp.                   92,004,575      101,875,000        1.8
Capital Goods                    935,000   Eaton Corp.                               47,051,835       54,346,875        1.0
Retail                         2,200,000 ++Federated Department Stores, Inc.         40,739,118       56,650,000        1.0
Banking                        1,150,000   First Interstate Bancorp                  53,035,168       92,287,500        1.7
Automotive                     3,400,000   Ford Motor Co.                            78,787,662      101,150,000        1.8
Automotive                     2,665,000   General Motors Corp.                     115,740,442      124,921,875        2.2
Conglomerates                  1,000,000   ITT Corp.                                 46,914,030      117,500,000        2.1
Machinery                        850,000   Ingersoll-Rand Co.                        19,212,954       32,512,500        0.6
Information Processing         1,600,000   International Business Machines Corp.    106,346,141      153,600,000        2.8
Paper & Forest Products        1,550,000   International Paper Co.                   96,729,382      132,912,500        2.4
Semiconductors                 1,000,000 ++National Semiconductor Corp.              15,890,266       27,750,000        0.5
Banking                        1,600,000   NationsBank Corp.                         66,516,217       85,800,000        1.5
Banking                        2,350,000   Norwest Corp.                             34,446,022       67,562,500        1.2
Insurance                      1,400,000   PartnerRe Holdings Ltd.                   29,498,937       36,400,000        0.7
Electrical Equipment           2,400,000   Philips Electronics N.V.                  42,421,261      102,600,000        1.8
Retail                         3,100,000   Sears, Roebuck & Co.                     114,099,842      185,612,500        3.3
Financial Services               800,000   Student Loan Marketing
                                           Association                               29,398,674       37,500,000        0.7
Information Processing         2,800,000   Tandem Computers                          35,850,031       45,150,000        0.8
Insurance                      1,700,000   Travelers Inc.                            65,450,616       74,375,000        1.3
Steel                          1,700,000   USX--US Steel Group                       50,833,396       58,437,500        1.0
Chemicals                      1,700,000   Union Carbide Corp.                       34,816,186       56,737,500        1.0
Information Processing         4,800,000 ++Unisys Corp.                              54,275,118       52,200,000        0.9
Aerospace & Defense              450,000   United Technologies Corp.                 22,695,049       35,156,250        0.6
Savings & Loans                1,400,000   Washington Mutual Savings Bank            23,454,491       32,725,000        0.6
                                                                                 --------------   --------------      ------
                                                                                  1,712,411,138    2,507,922,230       44.9
<PAGE>
Above-Average Yield

Insurance                        800,000   Aetna Life & Casualty Co.                 35,195,218       50,300,000        0.9
Oil--Domestic                    550,000   Atlantic Richfield Co.                    54,813,351       60,362,500        1.1
Real Estate Investment
   Trust                         700,000   Avalon Properties, Inc.                   14,548,710       13,912,500        0.2
Telecommunications             1,250,000   Bell Atlantic Corp.                       57,059,580       70,000,000        1.3
Pharmaceutical                 1,150,000   Bristol-Myers Squibb Co.                  65,372,906       78,343,750        1.4
Oil--International             1,500,000   Chevron Corp.                             47,205,854       69,937,500        1.2
Utilities--Electric            1,000,000   CINergy Corp.                             24,141,035       26,250,000        0.5
Banking                          425,708   Citicorp (Pfd. P)                          6,279,193        8,620,587        0.1
</TABLE>



<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 (concluded)

Utilities--Electric            1,250,000   Consolidated Edison Co. of
                                           New York, Inc.                        $   28,416,439   $   36,875,000        0.7%
Utilities--Electric              637,500   DPL Inc.                                   6,204,369       14,104,687        0.2
Oil--International             1,250,000   Exxon Corp.                               66,924,505       88,281,250        1.6
Telecommunications             2,900,000   GTE Corp.                                 90,725,125       98,962,500        1.8
Foods/Food Processing          1,200,000   General Mills, Inc.                       54,577,127       61,650,000        1.1
Chemicals                        400,000   Imperial Chemical Industries
                                           PLC (ADR)*                                25,771,805       19,500,000        0.3
Real Estate Investment
   Trust                         440,000   Irvine Apartment Communities, Inc.         7,758,147        7,590,000        0.1
Real Estate Investment
   Trust                         820,000   Liberty Property Trust                    16,510,230       16,092,500        0.3
Real Estate Investment
   Trust                         500,000   The Mills Corp.                           11,734,125        9,937,500        0.2
Oil--International             1,500,000   Mobil Corp.                               78,457,147      144,000,000        2.6
Utilities--Electric            1,100,000   NIPSCO Industries, Inc.                   23,590,152       37,400,000        0.7
Oil--Domestic                  2,500,000   Occidental Petroleum Corp.                52,012,324       57,187,500        1.0
Utilities--Electric            1,200,000   PECO Energy Co.                           28,784,191       33,150,000        0.6
Tobacco                        1,620,000   Philip Morris Cos. Inc.                   89,036,004      120,487,500        2.2
Utilities--Electric            1,200,000   Public Service Enterprise Group
                                           Inc.                                      31,930,695       33,300,000        0.6
Oil--International             1,200,000   Royal Dutch Petroleum Co. (ADR)*          76,689,823      146,250,000        2.6
Real Estate Investment
   Trust                       1,550,000   Simon Property Group, Inc.                34,819,560       38,943,750        0.7
Real Estate Investment
   Trust                         500,000   Summit Properties Inc.                     9,602,500        8,625,000        0.2
Oil--International             1,250,000   Texaco Inc.                               70,092,871       82,031,250        1.5
Utilities--Electric            1,100,000   Texas Utilities Co.                       36,860,685       37,812,500        0.7
Telecommunications             1,350,000   U.S. West, Inc.                           43,842,140       56,193,750        1.0
Pharmaceuticals                  440,000   Zeneca Group PLC (ADR)*                   12,980,000       22,550,000        0.4
                                                                                 --------------   --------------      ------
                                                                                  1,201,935,811    1,548,651,524       27.8
<PAGE>
Special Situations

Information Processing         1,000,000 ++Ceridian Corp.                            16,072,735       36,875,000        0.7
Information Processing         1,570,000   Data General Corp.                        21,268,247       15,111,250        0.3
Oil Services & Equipment       2,500,000   Dresser Industries, Inc.                  50,259,610       55,625,000        1.0
Chemicals                      1,500,000   Hercules Inc.                             19,235,727       73,125,000        1.3
Retail                         1,980,500   Kmart Corp.                               38,751,187       28,964,812        0.5
Retail Apparel                 3,225,000   The Limited, Inc.                         59,866,357       70,950,000        1.3
Pharmaceutical                 2,000,000   Merck & Co., Inc.                         63,465,897       98,000,000        1.7
                                                                                 --------------   --------------      ------
                                                                                    268,919,760      378,651,062        6.8

                                           Total Stocks                           3,314,612,885    4,597,364,816       82.4


                                Face
                               Amount                Issue

Short-Term Securities

Commercial Paper**           $50,000,000   ABN AMRO North America Finance,
                                           Inc., 5.90% due 7/06/1995                 49,950,833       49,950,833        0.9
                              50,000,000   ANZ (Delaware), Inc., 5.92%
                                           due 7/20/1995                             49,835,556       49,835,556        0.9
                                           Ciesco L.P.:
                              50,000,000     5.90% due 7/07/1995                     49,942,639       49,942,639        0.9
                              50,000,000     5.85% due 7/14/1995                     49,886,250       49,886,250        0.9
                              50,000,000     5.94% due 7/27/1995                     49,777,250       49,777,250        0.9
                              50,000,000   Daimler-Benz AG, 5.92% due
                                           7/18/1995                                 49,852,000       49,852,000        0.9
                                           du Pont (E.I.) de Nemours & Co.:
                              50,000,000     5.90% due 7/10/1995                     49,918,056       49,918,056        0.9
                              50,000,000     5.88% due 8/08/1995                     49,681,500       49,681,500        0.9
</TABLE>


<PAGE>
<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 (concluded)

Commercial Paper**           $86,520,000   General Electric Capital Corp.,
(concluded)                                6.20% due 7/03/1995                   $   86,475,298   $   86,475,298        1.5%
                              50,000,000   IBM Credit Corp., 5.90% due
                                           7/12/1995                                 49,901,667       49,901,667        0.9
                                           Matterhorn Capital Corp.:
                              49,988,000     5.92% due 7/11/1995                     49,897,577       49,897,577        0.9
                              50,000,000     5.93% due 7/12/1995                     49,901,167       49,901,167        0.9
                              50,000,000   National Australia Funding
                                           (Delaware), Inc., 5.91% due
                                           7/17/1995                                 49,860,458       49,860,458        0.9
                                           Siemens Corporation AG:
                              30,000,000     5.93% due 7/24/1995                     29,881,400       29,881,400        0.5
                              50,000,000     5.89% due 8/07/1995                     49,689,139       49,689,139        0.9
                                                                                 --------------   --------------      ------
                                                                                    764,450,790      764,450,790       13.7
US Government & Agency        50,000,000   Federal Farm Credit Bank, 5.81%
Obligations**                              due 8/01/1995                             49,741,778       49,741,778        0.9
                                           Federal Home Loan Mortgage
                                           Corporation:
                              50,000,000     5.80% due 8/02/1995                     49,734,167       49,734,167        0.9
                              50,000,000     5.82% due 8/04/1995                     49,717,083       49,717,083        0.9
                              50,000,000   Federal National Mortgage
                                           Association, 5.84% due
                                           8/16/1995                                 49,618,778       49,618,778        0.9
                                                                                 --------------   --------------      ------
                                                                                    198,811,806      198,811,806        3.6

                                           Total Short-Term Securities              963,262,596      963,262,596       17.3


Total Investments                                                                $4,277,875,481    5,560,627,412       99.7
                                                                                 ==============
Other Assets Less Liabilities                                                                         15,639,687        0.3
                                                                                                  --------------      ------
Net Assets                                                                                        $5,576,267,099      100.0%
                                                                                                  ==============      ======

<FN>
  *American Depositary Receipt (ADR).
 **Commercial Paper and certain US Government & Agency Obligations
   are traded on a discount basis; the interest rates shown are the
   discount rates paid at the time of purchase by the Fund.
(a)Received as a spin-off from General Mills, Inc.
 ++Non-income producing security.

   See Notes to Financial Statements.
</TABLE>
<PAGE>


PORTFOLIO INFORMATION

                                               Percent of
Ten Largest Stock Holdings                     Net Assets

Sears, Roebuck & Co.                               3.3%
Citicorp                                           2.9
Deere & Co.                                        2.8
International Business Machines Corp.              2.8
Royal Dutch Petroleum Co. (ADR)                    2.6
Mobil Corp.                                        2.6
International Paper Co.                            2.4
General Motors Corp.                               2.2
Philip Morris Cos. Inc.                            2.2
ITT Corp.                                          2.1




Portfolio Changes for the Quarter Ended
June 30, 1995


 Additions

 Darden Restaurants, Inc.
*PMI Group Inc.


 Deletions

 The Continental Corp.
*PMI Group Inc.
 Tenet Healthcare Corp.

[FN]
*Added and deleted in the same quarter.



FINANCIAL INFORMATION

<PAGE>
<TABLE>
Statement of Assets and Liabilities as of June 30, 1995
<S>                 <S>                                                                  <C>              <C>
Assets:             Investments, at value (identified cost--$4,277,875,481)
                    (Note 1a)                                                                             $5,560,627,412
                    Cash                                                                                       6,397,771
                    Receivables:
                      Capital shares sold                                                $   19,239,361
                      Dividends                                                               8,285,070
                      Securities sold                                                         2,681,411       30,205,842
                                                                                         --------------
                    Prepaid registration fees and other assets (Note 1d)                                         147,939
                                                                                                          --------------
                    Total assets                                                                           5,597,378,964
                                                                                                          --------------


Liabilities:        Payables:
                      Capital shares redeemed                                                 8,932,304
                      Securities purchased                                                    7,164,999
                      Distributor (Note 2)                                                    2,097,255
                      Investment adviser (Note 2)                                             1,835,128       20,029,686
                                                                                         --------------
                    Accrued expenses and other liabilities                                                     1,082,179
                                                                                                          --------------
                    Total liabilities                                                                         21,111,865
                                                                                                          --------------


Net Assets:         Net assets                                                                            $5,576,267,099
                                                                                                          ==============


Net Assets          Class A Shares of Common Stock, $0.10 par value, 300,000,000
Consist of:         shares authorized                                                                     $   10,719,790
                    Class B Shares of Common Stock, $0.10 par value, 300,000,000
                    shares authorized                                                                          9,448,253
                    Class C Shares of Common Stock, $0.10 par value, 200,000,000
                    shares authorized                                                                            286,077
                    Class D Shares of Common Stock, $0.10 par value, 200,000,000
                    shares authorized                                                                            768,783
                    Paid-in capital in excess of par                                                       4,160,099,946
                    Undistributed investment income--net                                                      63,306,430
                    Undistributed realized capital gains on investments--net                                  48,885,889
                    Unrealized appreciation on investments--net                                            1,282,751,931
                                                                                                          --------------
                    Net assets                                                                            $5,576,267,099
                                                                                                          ==============

<PAGE>
Net Asset Value:    Class A--Based on net assets of $2,834,652,321 and 107,197,900
                             shares outstanding                                                           $        26.44
                                                                                                          ==============
                    Class B--Based on net assets of $2,464,247,794 and 94,482,533
                             shares outstanding                                                           $        26.08
                                                                                                          ==============
                    Class C--Based on net assets of $74,333,991 and 2,860,765
                             shares outstanding                                                           $        25.98
                                                                                                          ==============
                    Class D--Based on net assets of $203,032,993 and 7,687,830
                             shares outstanding                                                           $        26.41
                                                                                                          ==============



                    See Notes to Financial Statements.
</TABLE>



FINANCIAL INFORMATION (continued)


<TABLE>
Statement of Operations for the Year Ended June 30, 1995
<S>                 <S>                                                                  <C>              <C>
Investment          Dividends (net of $1,750,213 foreign withholding tax)                                 $  126,654,908
Income              Interest and discount earned                                                              44,476,505
(Notes 1b & 1c):                                                                                          --------------
                    Total income                                                                             171,131,413
                                                                                                          --------------


Expenses:           Account maintenance and distribution fees--Class B (Note 2)          $   19,879,726
                    Investment advisory fees (Note 2)                                        18,443,250
                    Transfer agent fees--Class A (Note 2)                                     3,613,058
                    Transfer agent fees--Class B (Note 2)                                     3,444,155
                    Printing and shareholder reports                                            503,104
                    Registration fees (Note 1d)                                                 390,649
                    Accounting services (Note 2)                                                259,783
                    Account maintenance and distribution fees--Class C (Note 2)                 211,321
                    Account maintenance fees--Class D (Note 2)                                  186,902
                    Custodian fees                                                              164,456
                    Transfer agent fees--Class D (Note 2)                                       130,968
                    Professional fees                                                           116,136
                    Transfer agent fees--Class C (Note 2)                                        44,071
                    Directors' fees and expenses                                                 40,855
                    Pricing fees                                                                    309
                    Other                                                                        66,224
                                                                                         --------------
                    Total expenses                                                                            47,494,967
                                                                                                          --------------
                    Investment income--net                                                                   123,636,446
                                                                                                          --------------

<PAGE>
Realized &          Realized gain on investments--net                                                         66,820,215
Unrealized Gain on  Change in unrealized appreciation on investments--net                                    718,977,808
Investments--Net                                                                                          --------------
(Notes 1c & 3):     Net Increase in Net Assets Resulting from Operations                                  $  909,434,469
                                                                                                          ==============



                    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:                                                            1995             1994
<S>                 <S>                                                                  <C>              <C>
Operations:         Investment income--net                                               $  123,636,446   $   88,423,093
                    Realized gain on investments and foreign currency
                    transactions--net                                                        66,820,215      163,320,957
                    Change in unrealized appreciation on investments and foreign
                    currency transactions--net                                              718,977,808      (76,944,519)
                                                                                         --------------   --------------
                    Net increase in net assets resulting from operations                    909,434,469      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                                                                (1,039,403)              --
                    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                                          (245,200,559)    (203,648,528)
                                                                                         --------------   --------------

<PAGE>
Capital Share       Net increase in net assets derived from capital share
Transactions        transactions                                                            894,346,339      639,523,156
(Note 4):                                                                                --------------   --------------



Net Assets:         Total increase in net assets                                          1,558,580,249      610,674,159
                    Beginning of year                                                     4,017,686,850    3,407,012,691
                                                                                         --------------   --------------
                    End of year*                                                         $5,576,267,099   $4,017,686,850
                                                                                         ==============   ==============

                   <FN>
                   *Undistributed investment income--net                                 $   63,306,430   $   45,703,737
                                                                                         ==============   ==============



                    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:                          1995        1994        1993         1992        1991
<S>                 <S>                                      <C>         <C>         <C>         <C>          <C>
Per Share           Net asset value, beginning of year       $    23.17  $    23.31  $    20.57  $    18.90   $    19.32
Operating                                                    ----------  ----------  ----------  ----------   ----------
Performance:          Investment income--net                        .74         .62         .71         .70          .87
                      Realized and unrealized gain (loss)
                      on investments and foreign currency
                      transactions--net                            4.01         .67        3.03        2.02         (.02)
                                                             ----------  ----------  ----------  ----------   ----------
                    Total from investment operations               4.75        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 year             $    26.44  $    23.17  $    23.31  $    20.57   $    18.90
                                                             ==========  ==========  ==========  ==========   ==========

<PAGE>
Total Investment    Based on net asset value per
Return:*            share                                        21.67%       5.68%      19.03%      15.08%        5.39%
                                                             ==========  ==========  ==========  ==========   ==========



Ratios to Average   Expenses                                       .59%        .53%        .54%        .58%         .59%
Net Assets:                                                  ==========  ==========  ==========  ==========   ==========
                    Investment income--net                        3.19%       2.76%       3.48%       3.52%        4.76%
                                                             ==========  ==========  ==========  ==========   ==========


Supplemental        Net assets, end of year (in
Data:               thousands)                               $2,834,652  $2,272,983  $2,023,078  $1,670,430   $1,490,657
                                                             ==========  ==========  ==========  ==========   ==========
                    Portfolio turnover                           11.69%      21.79%      20.85%      21.24%       20.11%
                                                             ==========  ==========  ==========  ==========   ==========


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



                    See Notes to Financial Statements.
</TABLE>


FINANCIAL INFORMATION (continued)

<PAGE>
<TABLE>
Financial Highlights (continued)
<CAPTION>
The following per share data and ratios have been derived
from information provided in the financial statements.                                Class B
                                                                            For the Year Ended June 30,
Increase (Decrease) in Net Asset Value:                         1995        1994        1993         1992       1991
<S>                 <S>                                      <C>         <C>         <C>         <C>          <C>
Per Share           Net asset value, beginning of year       $    22.87  $    23.04  $    20.35  $    18.71   $    19.12
Operating                                                    ----------  ----------  ----------  ----------   ----------
Performance:          Investment income--net                        .53         .42         .53         .50          .66
                      Realized and unrealized gain on
                      investments and foreign currency
                      transactions--net                            3.93         .62        2.96        2.00          .01
                                                             ----------  ----------  ----------  ----------   ----------
                    Total from investment operations               4.46        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 year             $    26.08  $    22.87  $    23.04  $    20.35   $    18.71
                                                             ==========  ==========  ==========  ==========   ==========


Total Investment    Based on net asset value per share           20.45%       4.61%      17.81%      13.90%        4.33%
Return:*                                                     ==========  ==========  ==========  ==========   ==========


Ratios to Average   Expenses, excluding account
Net Assets:         maintenance and distribution fees              .61%        .55%        .56%        .60%         .61%
                                                             ==========  ==========  ==========  ==========   ==========
                    Expenses                                      1.61%       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 year (in
Data:               thousands)                               $2,464,248  $1,744,704  $1,383,935  $1,064,354   $  874,318
                                                             ==========  ==========  ==========  ==========   ==========
                    Portfolio turnover                           11.69%      21.79%      20.85%      21.24%       20.11%
                                                             ==========  ==========  ==========  ==========   ==========

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



                    See Notes to Financial Statements.
</TABLE>


FINANCIAL INFORMATION (concluded)

<PAGE>
<TABLE>
Financial Highlights (concluded)
<CAPTION>
The following per share data and ratios have been derived
from information provided in the financial statements.                                   For the Period Oct. 21, 1994++
                                                                                                to June 30, 1995
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                                                        .44              .50
                      Realized and unrealized gain on investments--net                             3.05             3.17
                                                                                         --------------   --------------
                    Total from investment operations                                               3.49             3.67
                                                                                         --------------   --------------
                    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                                       $        25.98   $        26.41
                                                                                         ==============   ==============


Total Investment    Based on net asset value per share                                           15.59%+++        16.23%+++
Return:**                                                                                ==============   ==============


Ratios to Average   Expenses, excluding account maintenance and distribution fees                  .66%*            .62%*
Net Assets:                                                                              ==============   ==============
                    Expenses                                                                      1.66%*            .87%*
                                                                                         ==============   ==============
                    Investment income--net                                                        2.09%*           2.88%*
                                                                                         ==============   ==============


Supplemental        Net assets, end of period (in thousands)                             $       74,334   $      203,033
Data:                                                                                    ==============   ==============
                    Portfolio turnover                                                           11.69%           11.69%
                                                                                         ==============   ==============

                 <FN>
                   *Annualized.
                  **Total investment returns exclude the effects of sales loads.
                  ++Commencement of Operations.
                 +++Aggregate total investment return.



                    See Notes to Financial Statements.
</TABLE>


<PAGE>
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 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.

(a) Valuation of investments--Portfolio securities which are traded
on stock exchanges are valued at the last sale price on the exchange
on which such securities are traded, as of the close of business on
the day the securities are being valued or, lacking any sales, at
the last available bid price. Securities traded in the over-the-
counter market are valued at the last available bid price prior to
the time of valuation. 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. In cases where securities are traded on more than one
exchange, the securities are valued on the exchange designated by or
under the Board of Directors as the primary market. Securities which
are traded both in the over-the-counter market and on a stock
exchange are valued according to the broadest and most
representative market. Options written are valued at the last sale
price in the case of exchange-traded options or, in the case of
options traded in the over-the-counter market, the last bid price.
Short-term securities are valued at amortized cost, which
approximates market value. Other investments, including futures
contracts and related options, are stated at market value.
Securities and assets for which market value quotations are not
available are valued at their fair value as determined in good faith
by or under the direction of the Fund's Board of Directors.

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

* Options--The Fund is authorized to write covered call options. When
the Fund writes an option, an amount equal to the premium received
by the Fund is reflected as an asset and an equivalent liability.
The amount of the liability is subsequently marked to market to
reflect the current market value of the option written.

Written options are non-income producing investments

(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.

(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 the
limited partner. The Fund has also entered into a Distribution
Agreement and Distribution Plans with Merrill Lynch Funds
Distributor, Inc. ("MLFD" or "Distributor"), a wholly-owned
subsidiary of Merrill Lynch Group, Inc.
<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 the Fund's average daily net assets in excess $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 the distribution plans ("the Distribution Plans")
adopted by the Fund in accordance with Rule 12b-1 under the
Investment Company Act of 1940, the Fund pays the Distributor
ongoing account maintenance and distribution fees, 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 main-tenance 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 year ended June 30, 1995, MLFD earned underwriting discounts
and MLPF&S earned dealer concessions on sales of the Fund's Class A
and Class D Shares as follows:

<PAGE>
                                MLFD        MLPF&S

Class A                       $88,037     $1,499,145
Class D                       $73,718     $1,165,652


For the year ended June 30, 1995, MLPF&S received contingent
deferred sales charges of $1,951,585 and $13,126 relating to
transactions in Class B and Class C Shares, respectively.

In addition, MLPF&S received $81,150 in commissions on the execution
of portfolio security transactions for the Fund for the year ended
June 30, 1995.

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

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

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



NOTES TO FINANCIAL STATEMENTS (concluded)



3. Investments:
Purchases and sales of investments, excluding short-term securities,
for the year ended June 30, 1995 were $1,009,368,845 and
$437,599,359, respectively.

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


                                     Realized     Unrealized
                                      Gains         Gains

Long-term investments             $66,820,215  $1,282,751,931
                                  -----------  --------------
Total                             $66,820,215  $1,282,751,931
                                  ===========  ==============


As of June 30, 1995, net unrealized appreciation for Federal income
tax purposes aggregated $1,279,455,098, of which $1,308,447,655
related to appreciated securities and $28,992,557 related to
depreciated securities. At June 30, 1995, the aggregate cost of
investments for Federal income tax purposes was $4,281,172,314.

<PAGE>
4. Capital Share Transactions:
Net increase in net assets derived from capital share transactions
was $894,346,339 and $639,523,156 for the years ended June 30, 1995
and June 30, 1994, respectively.

Transactions in capital shares for each class were as follows:


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

Shares sold                        19,425,436   $466,205,455
Shares issued to shareholders
in reinvestment of dividends
and distributions                   5,782,037    130,723,601
                                  -----------   ------------
Total issued                       25,207,473    596,929,056
Shares redeemed                   (16,105,392)  (384,011,079)
                                  -----------   ------------
Net increase                        9,102,081   $212,917,977
                                  ===========   ============



Class A Shares for the Year                        Dollar
Ended June 30, 1994                   Shares       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
                                  ===========   ============

<PAGE>
Class B Shares for the Year                        Dollar
Ended June 30, 1995                   Shares       Amount

Shares sold                        34,461,582   $815,962,756
Shares issued to shareholders
in reinvestment of dividends
and distributions                   3,848,516     86,346,162
                                  -----------   ------------
Total issued                       38,310,098    902,308,918
Automatic conversion of
shares                             (4,721,916)  (109,837,782)
Shares redeemed                   (15,381,764)  (361,976,739)
                                  -----------   ------------
Net increase                       18,206,418   $430,494,397
                                  ===========   ============


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


Class C Shares for the Period
October 21, 1994++ to                              Dollar
June 30, 1995                         Shares       Amount

Shares sold                         3,236,903   $ 77,339,209
Shares issued to shareholders
in reinvestment of dividends
and distributions                       6,576        142,631
                                  -----------   ------------
Total issued                        3,243,479     77,481,840
Shares redeemed                      (382,714)    (9,161,923)
                                  -----------   ------------
Net increase                        2,860,765   $ 68,319,917
                                  ===========   ============

[FN]
++Commencement of Operations.

<PAGE>
Class D Shares for the Period
October 21, 1994++ to                              Dollar
June 30, 1995                         Shares       Amount

Shares sold                         3,673,107   $ 88,800,325
Automatic conversion of
shares                              4,666,859    109,837,782
Shares issued to shareholders
in reinvestment of dividends
and distributions                      55,369      1,215,335
                                  -----------   ------------
Total issued                        8,395,335    199,853,442
Shares redeemed                      (707,505)   (17,239,394)
                                  -----------   ------------
Net increase                        7,687,830   $182,614,048
                                  ===========   ============

[FN]
++Commencement of Operations.


<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, 1995, 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,
1995 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.

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, 1995, 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 LLP
Princeton, New Jersey
July 31, 1995
</AUDIT-REPORT>
<PAGE>


IMPORTANT TAX INFORMATION


The following information summarizes all per share distributions
paid by Merrill Lynch Basic Value Fund, Inc. during the taxable year
ended June 30, 1995:


<TABLE>
<CAPTION>
                                             Qualifying  Non-Qualifying     Total      Long-Term
                   Record       Payable       Ordinary      Ordinary       Ordinary     Capital
                    Date          Date         Income        Income         Income       Gains
<S>               <C>           <C>           <C>           <C>            <C>          <C>
Class A Shares:   08/08/94      08/16/94      $.322307      $.010242       $.332549     $.685419
                  12/12/94      12/20/94      $.326859      $.032397       $.359256     $.098821

Class B Shares:   08/08/94      08/16/94      $.214755      $.006825       $.221580     $.685419
                  12/12/94      12/20/94      $.220138      $.021819       $.241957     $.098821

Class C Shares:   12/12/94      12/20/94      $.299554      $.029690       $.329244     $.098821

Class D Shares:   12/12/94      12/20/94      $.320773      $.031793       $.352566     $.098821
</TABLE>



The domestic qualifying ordinary income qualifies for the dividends-
received deduction for corporations.

Please retain this information for your records.





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