MERRILL LYNCH SPECIAL VALUE FUND INC
N-30B-2, 1994-02-16
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MERRILL
LYNCH
SPECIAL
VALUE
FUND, INC.

FUND LOGO

Quarterly Report  December 31, 1993

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
Special Value Fund, Inc.
Box 9011
Princeton, NJ
08543-9011  

MERRILL LYNCH SPECIAL VALUE FUND, INC.

DEAR SHAREHOLDER

As 1993 drew to a close, the US economy began to show some signs
of improvement with little evidence of an appreciable increase in
the rate of inflation. Interest rate-sensitive sectors of the US
economy are expanding, such as capital goods, consumer durables
and residential construction. However, excluding the interest
rate-sensitive sectors, the US economy grew only marginally during
1993. Growth was hampered by declining government spending, a
deteriorating trade balance, and sluggishness in other sectors of
the economy. Despite the areas of economic weakness that persist,
concerns arose late in 1993 that the rate of business activity
might increase inflationary pressures which were reflected in an
upturn of long-term interest rates.
<PAGE>
Other developments late in the year had significant long-term
implications for the US financial markets. The outline for
proposed healthcare reform is very important for the US economy.
As the various healthcare reform proposals are debated, investors
will focus on their potential effects on the Federal budget, the
US economy and the quality of healthcare delivery in the United
States. In addition, the ratification of the North American Free
Trade Agreement by the US Congress was important not only for the
prospect of expanding trade with Canada and Mexico, but also as a
positive influence on the recently concluded round of negotiations 
on the General Agreement on Tariffs and Trade.

Further economic integration and growth through trade liberalization 
would be positive for the capital markets in the United States and 
around the world.

Portfolio Matters
In the December quarter, Merrill Lynch Special Value Fund, Inc.
slightly outperformed the unmanaged Russell 2000 Index. The Fund's 
Class A Shares returned +3.10% and Class B Shares returned +2.80%, 
while the Russell 2000 Index total return was +2.62%. (Complete 
performance information, including average annual total returns, 
can be found on pages 3 and 4 of this report to shareholders.)

During the three month period, the Fund's performance was helped by 
its positions in health care, technology, capital goods and consumer 
non-durables. Notable performers (in order of their contributions to 
the portfolio's total return) were Cordis Corp. (up 53%), Cognos, Inc. 
(up 44%), Anacomp, Inc. (up 39%), Sterling BancShares, Inc. (up 45%), 
Beverly Enterprises, Inc. (up 29%), and The United States Shoe Corp. 
(up 45%).

Cordis Corp. benefited from perceived opportunities to extend its
cardiac-related medical instruments business further into the angioplasty 
market, following Food and Drug Administration approval of a number of 
the company's new products. The stocks of Cognos, Inc., Anacomp, Inc., 
Beverly Enterprises, Inc., and The United States Shoe Corp. benefited 
from improved results in these companies' operations. Sterling BancShares, 
Inc. was the recipient of a buyout offer from Fleet Financial Group.

The Fund's performance was hurt by its holdings in the energy, financial 
services, and retail sectors. After having advanced strongly early in the 
year, energy stocks declined in the wake of sharply lower oil prices, 
despite the relative stability in natural gas prices, which are a key 
factor influencing the profitability of many US energy-related companies.

The declines in financial and retail stocks also followed strength earlier 
in the year. Many financial stocks are now selling at steep discounts to 
the stock market averages in terms of price/earnings and price/book value 
ratios, while continuing to experience improving earnings. Retail stocks 
are likely to benefit from increasing economic growth, in our opinion.
<PAGE>
During the quarter, the Fund bought shares in 15 new holdings and added 
to positions in 25 existing investments. Purchases again spanned a variety 
of businesses. Areas which received particular emphasis included financial 
services, healthcare, retail, and technology. New financial stock 
investments included two California-based thrift institutions with 
improving asset quality: Civic Bancorp, Inc. and Coast Savings Financial, 
Inc. The Fund also purchased shares in two related re-insurance companies:
Transnational Re Corp. and Phoenix Re Corp. We expect strong profits from 
these two companies in the current improving pricing environment, and we 
estimate that the stocks are valued at quite low multiples of expected 
earnings.

The Fund's two largest purchases were Grossman's, Inc., which
represented a large addition to a very small existing holding, and 
Input/Output, Inc., an entirely new position. Grossman's is a retailer 
of lumber and building products to both the professional and do-it-yourself 
markets, primarily in the Northeast. The stock has been selling below 
book value despite having substantial real estate assets that may be 
worth significantly more than their carrying value. The company brought 
in new management two years ago to improve operations. Costs have been 
lowered through store consolidations, and a number of stores have been 
remodeled. Finances have been improved by a new credit agreement and 
could improve further through a pending sale of excess real estate. 
Revenues have increased recently and comparable store sales have been 
particularly strong, partly because of store consolidations. Grossman's 
could be a beneficiary of continued strength in the home improvement market 
and would also be a potential beneficiary of a recovery in the New England 
economy.

Input/Output, Inc. manufactures sophisticated seismic data acquisition 
equipment used by land seismic crews chiefly for gathering oil and gas 
exploration and development data. The firm's equipment is well suited 
to conducting three-dimensional seismic surveys, which are capturing a 
rapidly increasing portion of the market. Input/Output is a technological 
leader in the largely unpenetrated market for such equipment. The firm is
enjoying rapidly growing revenues and earnings, but the stock sells at a 
price/earnings ratio (based on estimated 1994 earnings) that is below its 
expected 15%-20% earnings growth rate.

The Fund re-established a position in BE Aerospace, Inc. after the stock 
declined sharply in response to disappointing earnings. The Fund had sold 
its BE Aerospace position in the previous quarter based on its price 
appreciation. At the Fund's cost, BE Aerospace is modestly valued in 
relation to its estimated cash flow and offers an attractive way to 
participate in commercial aircraft refurbishment and the eventual 
recovery in commercial aircraft manufacturing.

The Fund eliminated holdings in 8 securities. By far the majority of 
sales was motivated by the stocks appreciating to the Fund's price 
objectives. The largest such sale was NBB Bancorp, Inc. A small number 
of the Fund's holdings was eliminated because of disappointing operating 
results.
<PAGE>
The Fund reduced its holdings in 22 companies. Most of these
sales were in response to the shares appreciating to less-attractive 
valuation levels. The most significant reductions were sales of 140,000 
shares of Sigma Designs, Inc. and 65,000 shares of Cordis Corp. The 
Sigma Designs, Inc. position had enjoyed particularly sharp appreciation, 
with the shares sold having gained 387% since their purchase in the summer 
of 1993.

Cash reserves declined during the quarter because of the Fund's purchases 
and payment of distributions on Fund shares. Cash reserves were 16.9% of 
the Fund's net assets at the end of the December quarter, compared to 21% 
at the September quarter-end. Including the cash reserves, at the end of 
the December quarter, we estimated that the Fund had approximately 106% 
of the volatility of the Russell 2000 Index.

In Conclusion
We thank you for your continued investment in Merrill Lynch Special Value 
Fund, Inc., and we look forward to reviewing our outlook and strategy with 
you again in our next report to shareholders.

Sincerely,

(Arthur Zeikel)
Arthur Zeikel
President

(Dennis Stattman)
Dennis Stattman
Vice President and Portfolio Manager

January 27, 1994


PERFORMANCE DATA
None of the past results shown should be considered a representation of 
future performance. Investment return and principal value of Class A and 
Class B Shares will fluctuate so that shares, when redeemed, may be worth 
more or less than their original cost. "Results of a $1,000 Investment
Since Inception" chart measures performance since inception and may not 
reflect results of investments made at any other time.

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

GRAPHIC AND IMAGE MATERIALS APPEAR HERE. SEE APPENDIX ITEM 1.

<PAGE>
<TABLE>
Recent Performance Results*
<CAPTION>
                                                                                           12 Month     3 Month
                                                           12/31/93   9/30/93    12/31/92   % Change    % Change
<S>                                                         <C>       <C>        <C>      <C>            <C>
ML Special Value Fund, Inc. Class A Shares                  $15.66    $16.46     $14.96   + 8.73%(1)     -1.89%(2)
ML Special Value Fund, Inc. Class B Shares                   15.31     16.05      14.70   + 8.27 (1)     -1.57 (2)
ML Special Value Fund, Inc. Class A Shares--Total Return                                  +14.26 (3)     +3.10 (4)
ML Special Value Fund, Inc. Class B Shares--Total Return                                  +13.07 (5)     +2.80 (6)
Russell 2000 Index**--Total Return                                                        +18.91         +2.62
<FN>
*Investment results shown for the 3-month and 12-month periods
are before the deduction of any sales charges.
**An unmanaged broad-based index comprised of common stocks.
Total investment returns for unmanaged indexes are based on estimates.
(1)Percent change includes reinvestment of $0.594 per share capital gains distributions.
(2)Percent change includes reinvestment of $0.482 per share capital gains distributions.
(3)Percent change includes reinvestment of $0.811 per share ordinary income dividends and 
$0.594 per share capital gains distributions.
(4)Percent change includes reinvestment of $0.811 per share ordinary income dividends and 
$0.482 per share capital gains distributions.
(5)Percent change includes reinvestment of $0.692 per share ordinary income dividends and 
$0.594 per share capital gains distributions.
(6)Percent change includes reinvestment of $0.692 per share ordinary income dividends and 
$0.482 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>                        
5/5/78-12/31/78                        $ 9.60       $ 8.70           --                 $0.190         -7.63%
1979                                     8.70        10.16         $0.370                0.320        +25.67
1980                                    10.16        12.54          0.500                0.195        +33.62
1981                                    12.54        10.58          0.890                0.390         -6.27
1982                                    10.58        10.67          0.650                0.380        +12.70
1983                                    10.67        12.45          0.610                0.070        +22.40
1984                                    12.45        11.10          0.290                0.120         -7.60
1985                                    11.10        14.29          0.340                0.090        +33.14
1986                                    14.29        13.97          0.620                0.050         +1.88
1987                                    13.97        10.32          1.086                0.143        -18.52
1988                                    10.32        11.83          0.017                0.233        +17.06
1989                                    11.83        11.65           --                  0.237         +0.42
1990                                    11.65         8.32           --                  0.148        -27.52
1991                                     8.32        12.80           --                  0.080        +54.87
1992                                    12.80        14.96           --                  0.019        +17.04
1993                                    14.96        15.66          0.594                0.811        +14.26
                                                                   ------               ------
                                                             Total $5.967         Total $3.476
<PAGE>
                                                            Cumulative total return as of 12/31/93: +261.41%**
<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                       $12.01      $11.82         $0.017               $0.095         0.04%
1989                                     11.82       11.61           --                  0.140         0.64
1990                                     11.61        8.29           --                  0.050       -28.26
1991                                      8.29       12.69           --                  0.019       +53.32
1992                                     12.69       14.70           --                   --         +15.84
1993                                     14.70       15.31          0.594                0.692       +13.07
                                                                   ------               ------
                                                             Total $0.611         Total $0.996

                                                             Cumulative total return as of 12/31/93: +42.24%**
<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>

Average Annual Total Return
                                    % Return Without   % Return With
                                      Sales Charge      Sales Charge**

Class A Shares*

Year Ended 12/31/93                    +14.26%             +6.83%
Five Years Ended 12/31/93              + 8.56              +7.11
Ten Years Ended 12/31/93               + 6.07              +5.36
[FN]
 *Maximum sales charge is 6.5%.
**Assuming maximum sales charge.

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

Year Ended 12/31/93                    +13.07%             +9.07%
Five Years Ended 12/31/93              + 7.43              +7.43
Inception (10/21/88) through 12/31/93  + 7.01              +7.01
[FN]
 *Maximum contingent deferred sales charge is 4% and is reduced
  to 0% after 4 years.
**Assuming payment of applicable contingent deferred sales charge.
<PAGE>
<TABLE>
SCHEDULE OF INVESTMENTS
<CAPTION>
                              Shares Held/                                                                         Percent of
Industries                    Face Amount             Stocks & Convertible Bonds           Cost         Value      Net Assets
<S>                            <C>         <S>                                     <C>             <C>               <C>
Aerospace                       85,000     Banner Aerospace, Inc.                  $    585,575  $      382,500       0.2%
                               193,000     BE Aerospace,Inc.                          1,778,148       1,954,125       1.2
                                                                                   ------------  --------------    ------
                                                                                      2,363,723       2,336,625       1.4

Agricultural                    50,000     Calgene Inc.                                 536,875         656,250       0.4
Pharmaceuticals

Apparel                         50,000     Jones Apparel Group, Inc.                  1,018,000       1,493,750       1.0
                                20,000     Kellwood Co.                                 515,975         802,500       0.5
                                25,000     St. John Knits, Inc.                         425,000         581,250       0.4
                                80,000     The Warnaco Group, Inc. (Class A)          2,364,255       2,430,000       1.5
                                                                                   ------------  --------------    ------
                                                                                      4,323,230       5,307,500       3.4

Banks & Finance                 70,000     American Federal Bank, FSB                   612,500         735,000       0.5
                               230,000     Bankers Corp.                              2,195,604       3,795,000       2.4
                                40,000     Banknorth Group, Inc.                        632,500         780,000       0.5
                               105,000     Charter One Financial, Inc.                1,917,175       2,073,750       1.3
                               170,000     Civic Bancorp, Inc.                          926,250         913,750       0.6
                               125,000     Coast Savings Financial, Inc.              1,836,424       1,781,250       1.1
                               211,100     The Co-Operative Bank of Concord           2,459,101       3,219,275       2.0
                                60,000     NFS Financial Corp.                          641,875         945,000       0.6
                                48,125     ONBANCorp, Inc.                            1,628,037       1,690,391       1.1
                                50,000     Resource Bancshares Mortgage Group, Inc.     418,750         531,250       0.3
                               140,000     Roosevelt Financial Group, Inc.            4,044,900       5,985,000       3.8
                                28,000     Simmons First National Corp.                 616,000         770,000       0.5
                                55,000     Sterling BancShares, Inc.                  1,088,750       2,062,500       1.3
                                                                                   ------------  --------------    ------
                                                                                     19,017,866      25,282,166      16.0
<PAGE>
Biotechnology                   50,000     Alteon, Inc.                                 633,550         425,000       0.3
                               212,643     Applied Immune Sciences, Inc.              3,478,381       2,126,430       1.4
                                42,900     AutoImmune, Inc.                             284,213         321,750       0.2
                                34,200     Cyto Therapeutics, Inc.                      374,268         418,950       0.3
                               164,000     The Immune Response Corp.                  2,157,484       1,681,000       1.1
                                76,100     National Patent Development Corp.            208,155         313,912       0.2
                                50,000     Sepracor, Inc.                               386,875         325,000       0.2
                                10,000     Somatogen Inc.                               190,000          95,000       0.1
                                                                                   ------------   -------------     ------
                                                                                      7,712,926       5,707,042       3.8

Business Services              192,500     Applied Bioscience International, Inc.     1,122,831         986,562       0.6

Computer Equipment             125,000     MicronicsComputers, Inc.                     709,811         765,625       0.5

Computer Products               20,000     Sigma Designs, Inc.                            62,500         305,000       0.2

Computer Services              725,000     Anacomp, Inc.                              2,691,367       2,900,000       1.8
                               153,300     Boole & Babbage, Inc.                      2,797,217       3,832,500       2.4
                                35,950     Computer Task Group, Inc.                    449,573         251,650       0.2
                                25,000     Primark Corp.                                282,750         281,250       0.2
                                                                                    ------------  -------------     ------
                                                                                      6,220,907       7,265,400       4.6

Computer Software              271,500     Cognos, Inc.                               1,712,435       2,986,500       1.9
</TABLE>
<TABLE>
SCHEDULE OF INVESTMENTS (continued)
<CAPTION>
                              Shares Held/                                                                         Percent of
Industries                    Face Amount             Stocks & Convertible Bonds           Cost         Value      Net Assets
<S>                         <C>            <S>                                     <C>              <C>               <C>
Computers                      130,000     Alpha Industries, Inc.                  $    629,856     $   536,250       0.3%
                               100,000     Amdahl Corp.                                 454,000         600,000       0.4
                                50,000     DH Technology, Inc.                          688,750         881,250       0.6
                                                                                   ------------   -------------     ------
                                                                                      1,772,606       2,017,500       1.3

Consumer Electronics            40,000     Harman International Industries, Inc.        424,900       1,150,000       0.7

Cosmetics                       12,420     Alfin, Inc.                                   17,854          12,420       0.0
                                 1,317     Alfin, Inc., Preferred                             0               0       0.0
                                                                                   ------------   -------------     ------
                                                                                         17,854          12,420       0.0

Electrical Equipment            60,000     Catalina Lighting, Inc.                      471,291         540,000       0.3
                               135,000     Comptek Research, Inc.                     2,159,300       2,328,750       1.5
                                14,600     Core Industries, Inc.                        223,518         217,175       0.1
                                26,300     WPI Group, Inc.                              164,375          95,338       0.1
                                                                                   ------------   -------------     ------
                                                                                      3,018,484       3,181,263       2.0
<PAGE>
Electronics                    100,000     Alden Electronics, Inc.                      422,500         350,000       0.2
                                27,563     Maxwell Laboratories, Inc.                   316,726         289,406       0.2
                               270,000     Tokos Medical Corp.                        1,778,445       1,417,500       0.9
                                50,000     VLSI Technology, Inc.                        503,915         537,500       0.3
                                                                                   ------------   -------------     ------
                                                                                      3,021,586       2,594,406       1.6

Electronics Distribution         7,000     Bell Industries, Inc.                         82,163         122,500       0.1

Energy                      $  900,000     Swift Energy Corp., Convertible Bonds,
                                           6.50% due 6/30/2003                          924,000         918,000       0.6

Environmental Control          380,250     NSC Corp.                                  2,028,275       1,295,246       0.8

Health Care--                  200,000     Beverly Enterprises, Inc.                  1,870,609       2,650,000       1.7
Products & Services             10,000     Columbia/HCA Healthcare Corp. (a)            207,500         332,500       0.2
                               120,000     Community Psychiatric Centers              1,362,031       1,680,000       1.1
                               105,000     Healthcare Services Group, Inc.            1,015,700       1,233,750       0.8
                               154,000     The Hillhaven Corp.                        2,153,392       2,906,750       1.9
                               160,000     NovaCare, Inc.                             2,120,123       2,440,000       1.6
                            $1,000,000     PhyCor, Inc., Convertible Bonds, 
                                           6.50% due 1/15/2003                          956,250       1,430,000       0.9
                                 7,500     Vivra, Inc.                                  149,975         173,438       0.1
                                                                                   ------------   -------------     ------
                                                                                      9,835,580      12,846,438       8.3

Home Builders                   30,000     Washington Homes, Inc.                       270,000         296,250       0.2

Home Furnishings                30,000     Crown Crafts, Inc.                           524,300         528,750       0.3

Housing                         80,000     Redman Industries, Inc.                    1,221,480       1,620,000       1.0

Instruments                     80,000     Instron Corp.                              1,010,849         890,000       0.6
Photo-Optical

Insurance                        5,000     Phoenix Re Corp.                             136,250         136,250       0.1
                               100,000     Transnational Re Corp. (Class A)           2,055,250       2,700,000       1.7
                                                                                   ------------   -------------     ------
                                                                                      2,191,500       2,836,250       1.8
</TABLE>

<TABLE>
SCHEDULE OF INVESTMENTS (continued)
<CAPTION>
                              Shares Held/                                                                         Percent of
Industries                    Face Amount             Stocks & Convertible Bonds           Cost         Value      Net Assets
<S>                           <C>           <S>                                    <C>            <C>              <C>            
Leasing                        167,100     LDI Corp.                                $ 1,682,660    $  1,169,700       0.7%
                                75,200     Sea Containers, Ltd.                       1,754,596       1,287,800       0.8
                                                                                   ------------   -------------     ------
                                                                                      3,437,256       2,457,500       1.5
<PAGE>
Machine Tools                   34,245     Varity Corp.                               1,138,324       1,532,464       1.0
& Machinery

Medical                         20,000     Cordis Corp.                                 475,000         987,500       0.6
                                32,600     Everest & Jennings International (Class A)   456,544          36,675       0.0
                                15,000     Fischer Imaging Corp.                        288,440          80,625       0.1
                                36,000     Thermo Cardiosystems, Inc.                   308,225         648,000       0.4
                                                                                   ------------   -------------     ------
                                                                                      1,528,209       1,752,800       1.1

Metals--Non-Ferrous             76,800     Handy & Harman                             1,205,929       1,152,000       0.7

Natural Resources               35,000     Abraxas Petroleum Corp.                      393,750         358,750       0.2
                                35,000     Addington Resources, Inc.                    227,290         665,000       0.4
                               110,000     American Oilfield Divers, Inc.             1,008,750       1,045,000       0.7
                                90,900     Atwood Oceanics, Inc.                        763,562       1,011,262       0.6
                                95,000     Tom Brown, Inc.                              410,463       1,068,750       0.7
                                38,300     Cliffs Drilling Co.                          494,562         478,750       0.3
                                29,000     Cliffs Drilling Co., Convertible Preferred   774,875         783,000       0.5
                               282,253     Coho Resources, Inc.                       1,990,477       1,340,702       0.9
                                25,000     Energy Ventures, Inc.                        468,750         312,500       0.2
                               250,000     Gerrity Oil & Gas Corp.                    3,326,250       2,906,250       1.9
                                65,000     Grant Tensor Geophysical Corp.,
                                           Convertible Preferred                      1,103,750         617,500       0.4
                               130,000     Input/Output, Inc.                         2,553,276       3,120,000       2.0
                               359,000     International Petroleum Corp.                990,247         381,437       0.2
                                30,000     Nuevo Energy Co.                             638,100         585,000       0.4
                               169,000     Plains Resources, Inc.                     1,586,600       1,098,500       0.7
                                30,000     Weatherford International, Inc.               90,000         318,750       0.2
                                20,000     The Wiser Oil Co.                            360,000         350,000       0.2
                                                                                   ------------   -------------     ------
                                                                                     17,180,702      16,441,151      10.5

Personal Care Products          50,000     Marietta Corp.                               441,875         418,750       0.3

Pharmaceuticals                 10,000     Amylin Pharmaceuticals, Inc.                 108,750         130,000       0.1
                                10,000     Collagen Corp.                               222,500         277,500       0.2
                                                                                   ------------  --------------    ------
                                                                                        331,250         407,500       0.3

Plastics                        19,800     Tredegar Industries, Inc.                    297,088         297,000       0.2
              
Pollution Control               60,000     Attwoods PLC (ADR) (b)                       567,376         600,000       0.4


Real Estate                 $1,000,000     Alexander Haagen Properties, Inc., 7.25%
                                           due 12/01/2003                             1,000,000         990,000       0.6

Real Estate                     67,100     Carr Realty Corp.                          1,476,200       1,543,300       1.0
Investment Trusts              100,000     Health Equity Properties, Inc.               842,500         950,000       0.6
                                                                                   ------------   -------------     ------
                                                                                      2,318,700       2,493,300       1.6
</TABLE>
<PAGE>
<TABLE>
SCHEDULE OF INVESTMENTS (concluded)
<CAPTION>
                                                                                                                   Percent of
Industries                    Shares Held            Stocks & Convertible Bonds           Cost          Value      Net Assets
<S>                           <C>           <S>                                    <C>            <C>               <C>            
Restaurants                     30,000     Chart House Enterprises, Inc.           $    348,150   $     360,000       0.2%
                               115,000     TPI Enterprises, Inc.                      1,166,669       1,135,625       0.7
                                                                                   ------------   -------------     ------
                                                                                      1,514,819       1,495,625       0.9

Retail Stores                  285,000     J. Baker, Inc.                             4,720,023       4,987,500       3.2
                                51,500     Bradlees, Inc.                               876,378         688,812       0.4
                                67,800     Catherines Stores Corp.                      818,300       1,186,500       0.8
                                40,000     Gantos, Inc.                                 497,276         100,000       0.1
                               928,000     Grossman's, Inc.                           2,741,608       2,784,000       1.8
                                82,500     Just Toys, Inc.                              536,250         515,625       0.3
                                20,000     The Pep Boys -- Manny, Moe & Jack            237,200         525,000       0.3
                               106,951     Pier 1 Imports, Inc.                       1,153,213       1,042,772       0.7
                               300,000     Service Merchandise Co., Inc.              2,307,158       3,000,000       1.9
                               101,100     The United States Shoe Corp.                 981,761       1,516,500       1.0
                                30,000     Venture Stores, Inc.                         784,580         701,250       0.4
                               380,000     The Wet Seal, Inc. (Class A)               1,542,910       1,710,000       1.1
                                                                                   ------------   -------------     ------
                                                                                     17,196,657      18,757,959      12.0
                                                                                                                   
Utilities                      105,000     American Water Works Co., Inc.             1,394,798       3,150,000       2.0

                                           Total Stocks & Convertible Bonds         119,679,664     133,853,742      85.2
<CAPTION>
                            Face Amount               Short-Term Securities
<S>                        <C>             <S>                                     <C>             <C>              <C>
Commercial Paper*          $ 4,000,000     Cooper Industry, Inc., 3.20% 
                                           due 1/14/1994                              3,995,378       3,995,378       2.5
                             2,516,000     General Electric Capital Corp., 3.22%
                                           due 1/03/1994                              2,515,550       2,515,550       1.6
                             5,000,000     Hertz Funding Corp., 3.37% due 1/20/1994   4,991,107       4,991,107       3.2
                             5,000,000     Matterhorn Capital Corp., 3.32% 
                                           due 1/05/1994                              4,998,156       4,998,156       3.2
                             5,000,000     MetLife Funding Corp., 3.33% 
                                           due 1/04/1994                              4,998,612       4,998,612       3.2
                             5,000,000     Siemens Capital Corp., 3.32% 
                                           due 1/31/1994                              4,986,167       4,986,167       3.2

                                           Total Short-Term Securities               26,484,970      26,484,970      16.9
<PAGE>
Total Investments                                                                  $146,164,634     160,338,712     102.1
                                                                                   ============
Liabilities in Excess of Other Assets                                                                (3,286,899)     (2.1)
                                                                                                  -------------     ------
Net Assets                                                                                        $ 157,051,813     100.0%
                                                                                                  =============     ======

Net Asset Value:        Class A--Based on net assets of $70,675,293 and 4,514,331 shares 
                                 outstanding                                                      $       15.66
                                                                                                  =============
                        Class B--Based on net assets of $86,376,520 and 5,641,608 shares 
                                 outstanding                                                      $       15.31
                                                                                                  =============
<FN>
*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.
(a)Formerly Columbia Hospital Corp.
(b)American Depository Receipt (ADR).
</TABLE>
                                                      


PORTFOLIO INFORMATION
                                            Percent of
Top Ten Equity Holdings                     Net Assets
Roosevelt Financial Group, Inc.                 3.8%
J. Baker, Inc.                                  3.2
Boole & Babbage, Inc.                           2.4
Bankers Corp                                    2.4
The Co-Operative Bank of Concord                2.0
American Water Works Co., Inc.                  2.0
Input/Output, Inc.                              2.0
Service Merchandise Co., Inc.                   1.9
Cognos, Inc.                                    1.9
The Hillhaven Corp.                             1.9

                                            Percent of
Ten Largest Industries                      Net Assets

Banks & Finance                                16.0%
Retail Stores                                  12.0
Natural Resources                              10.5
Health Care--Products & Services                8.3
Computer Services                               4.6
Biotechnology                                   3.8
Apparel                                         3.4
Electrical Equipment                            2.0
Insurance                                       1.8
Electronics                                     1.6
<PAGE>

Portfolio Changes for the Quarter Ended
December 31, 1993

Additions
 Abraxas Petroleum Corp.
 Alexander Haagen Properties, Inc., 7.25% due 12/01/2003
 Amdahl Corp.
 Attwoods PLC (ADR)
 BE Aerospace, Inc.
 Civic Bancorp, Inc.
 Coast Savings Financial, Inc.
 Cyto Therapeutics, Inc.
*Deckers Outdoors Corporation
*FTP Software, Inc.
 Input/Output, Inc.
*Insignia Financial Group, Inc.
*Itron, Inc.
 Just Toys, Inc.
*McArthur/Glen Realty Corp.
 Micronics Computers, Inc.
*Talbots, Inc.
 Phoenix Re Corp.
 Transnational Re Corp. (Class A)
*Urban Outfitters, Inc.
 Varity Corp.
 VLSI Technology, Inc.

Deletions
**Coho Resources, Inc.
 *Deckers Outdoors Corporation
  Digital Communications Associates, Inc.
  Escagenetics Corp.
 *FTP Software, Inc.
  Informix Corp.
 *Insignia Financial Group, Inc.
 *Itron, Inc.
 *McArthur/Glen Realty Corp.
  NBB Bancorp, Inc.
  Ross Stores, Inc.
  Scientific Games Holding Corp.
 *Talbots, Inc.
  Teradyne, Inc., Convertible Bonds, 9.25% due 3/15/2012
 *Urban Outfitters, Inc.
  Varity Corp. (C.V. Pfd.)
[FN] 
*Added and deleted in the same quarter.
**Coho Resources, Inc. of Canada merged into Coho Resources,
Inc. of Canada merged into Coho Resources, Inc. of the United States.
<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
Dennis W. Stattman, Vice President
Gerald M. Richard, Treasurer
Mark B. Goldfus, Secretary

Custodian
The Bank of New York
110 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

APPENDIX GRAPHIC AND IMAGE MATERIALS.

ITEM 1:

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

(6.5% sales charge--$935.00 net amount invested; assuming
reinvestment of all dividends and capital gains distributions.)

A mountain chart depicting the growth of an investment in the
Fund's Class A Shares from $935 on May 5, 1978 to $3,379.18 on
December 31, 1993.



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