MERRILL LYNCH SPECIAL VALUE FUND INC
N-30B-2, 1995-02-09
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MERRILL LYNCH
SPECIAL VALUE
FUND, INC.





FUND LOGO




Quarterly Report

December 31, 1994






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 and
 Portfolio Manager
Gerald M. Richard, Treasurer
Mark B. Goldfus, Secretary
<PAGE>
Custodian
The Bank of New York
90 Washington Street
New York, New York 10286

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









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
<PAGE>



MERRILL LYNCH SPECIAL VALUE FUND, INC.


DEAR SHAREHOLDER

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

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

In the weeks ahead, investors will continue to assess economic data
and inflationary trends in order to gauge whether further increases
in short-term interest rates are likely. The core inflation rate
rose less than 3% in 1994 following a 3% increase in 1993, the best
sustained inflation performance in 30 years. It is not likely that
such positive inflation results will be duplicated in 1995. In
addition, investor interest in the new year will also be focused on
the progress that the new Congress makes on both reducing spending
and the Federal budget deficit and passing tax cuts that promote
savings and investment. Legislative progress, combined with
continued indications of moderate and sustainable levels of economic
growth, would be positive for the US capital markets. However, the
lagged effects of higher interest rates could slow the economy and
with it, the growth of corporate profits.
<PAGE>
Portfolio Matters
For the 1994 calendar year, Merrill Lynch Special Value Fund, Inc.
outperformed the unmanaged Russell 2000 Index. The Fund's Class A
Shares and Class B Shares returned +3.81% and +2.79%, respectively,
while the Russell 2000 Index total return was -1.82%. (Fund results
do not include sales charges; results would be lower if sales
charges were included. Complete performance information, including
average annual total returns, can be found on pages 3, 4, 5 and 6 of
this report to shareholders.) For 1994, the Fund's performance was
helped by holdings in the technology and financial services sectors.
Notable performers in order of their contributions to the
portfolio's total return were Input/Output, Inc. (up 97%), Boole &
Babbage, Inc. (up 57%), and Cognos, Inc. (up 62%). Each of these
stocks was among the Fund's ten largest holdings for at least some
portion of the year. The Fund's performance was also helped by the
relatively cautious investment strategy pursued during the year. As
discussed in previous quarterly shareholder reports, this involved
maintaining a portion of the Fund in cash reserves, selling to
realize gains on appreciated stocks, and emphasizing investments in
stocks with attractive valuations to a greater degree than those
selling at premium prices based on expected earnings growth.

In the December quarter, Merrill Lynch Special Value Fund, Inc.
modestly underperformed the unmanaged Russell 2000 Index. For the
three months ended December 31, 1994, the Fund's Class A Shares and
Class B Shares' total returns were -2.53% and -2.79%, respectively,
while the Russell 2000 Index total return was -1.87%. The Fund's
Class C and Class D Shares had total investment returns of -1.15%
and -1.06%, respectively, for the period since inception (October
21, 1994) through December 31, 1994. During the three-month period,
the Fund's performance was helped by its positions in the technology
sector. For the quarter, notable performers in order of their
contributions to the portfolio's total return were Cognos, Inc. (up
37%), Boole & Babbage, Inc. (up 28%), and NeoRx Corp. (up 39%).

During the December quarter, the Fund's performance was hindered by
holdings in the retail, financial services, and energy sectors.
Retailing stocks have been particularly weak, reflecting
disappointing sales increases and concerns that consumer spending
gains have been outpacing income growth. Energy stocks have been
hurt by sharp declines in natural gas prices resulting from
unseasonably warm weather in the northeastern United States. The
Fund's financial services stocks gave back part of the gains
achieved in the year's first half. Among these, Bankers Corp.'s
stock declined sharply after the company broke off merger talks with
Summit Bancorporation.
<PAGE>
We were particularly active in making purchases during the December
quarter. We bought shares in 35 new holdings and added to positions
in 41 existing investments. Purchases spanned a wide variety of
industries. Sectors receiving emphasis included financial services,
technology, retail and apparel. During periods of weak stock prices,
we added to the Fund's largest financial services holdings and also
bought four new holdings in that sector. In technology, we increased
several existing holdings and added five new positions. The largest
addition was Sterling Software, Inc., a vendor of enterprise
automation software with a record of good earnings growth. The
company is attractive, in our opinion, for its continued earnings
growth prospects and its below-market price/earnings ratio based on
estimated 1995 earnings per share.

We took advantage of the extended price weakness in retail and
apparel stocks to add to a number of existing holdings and to
establish positions in seven new holdings. Investors became
particularly pessimistic about the current and future prospects for
retailing and apparel stocks based on lower-than-expected sales
growth and concern about possible industry over capacity. We readily
acknowledge that earnings for late 1994 and early 1995 will likely
fall below earlier consensus expectations. However, the sharp
declines in many stocks offer the lowest prices and most attractive
values in years, in our opinion.

We purchased 485,200 shares of Farah, Inc., making it the Fund's
largest holding in the retail and apparel sector. This maker of
men's slacks has established itself as the leader in wrinkle-free
pants, a rapidly growing segment of the market. The stock price
declined from a 1994 high of over $21 to $7.125 at year-end, in
response to concerns over increased competition and lower-than-
expected earnings for the 1994 year. Based on estimated earnings of
$0.80 for the October 1995 fiscal year, the stock sells at less than
nine times per share earnings and below book value per share.
Furthermore, the stock sells at only 4.2 times our $1.70 per share
estimate of fiscal 1995 earnings before interest, taxes and
depreciation. As of the August 1994 quarter, the company had less
than $1.00 per share of long-term debt and approximately $6.80 per
share in working capital. We believe that Farah, Inc. is very
attractive based on these valuations.

We eliminated holdings in 11 securities. Most sales were motivated
by stocks appreciating to the Fund's price objectives. Concerns over
companies' operating results also motivated some sales. We reduced
the Fund's holdings in 22 companies. Again, most sales were
motivated by the stocks appreciating to less attractive valuation
levels. In the difficult stock market environment in 1994, we moved
more quickly than usual to take profits and reduce weightings in
stocks that had appreciated.
<PAGE>
We purposely reduced the Fund's cash reserves during the quarter
from nearly 28% of net assets to 19.5% (adjusted for the stock index
futures holdings discussed below). Including the cash reserves and
stock index futures, at the end of the December quarter, we estimate
that the Fund had approximately the same volatility as the Russell
2000 Index. We made this reduction in cash reserves in response to
weak stock prices and in anticipation of normal seasonal strength in
small stocks at the turn of the year. In early December, the Russell
2000 Index sank to new lows for 1994, and throughout the month many
individual stocks also hit new low prices for the year. This
weakness provided the year's best buying opportunity in small
stocks, in our opinion, and, accordingly, we added to equities and
reduced cash during December.

In order to expedite investment near the year's lowest prices, we
bought Russell 2000 Stock Index futures in addition to individual
stocks in December. This allowed us to gain exposure to the small
stock portion of the equity market more rapidly than would otherwise
have been possible. Subsequently, we have been purchasing additional
individual stocks and gradually liquidating the stock index futures.
The Russell 2000 futures have the advantage of representing more
closely the small stock portion of the equity market than do
Standard & Poor's 500 Index (S&P 500) futures. However, the Russell
2000 futures are much less liquid than S&P 500 futures.

For an extended period, we have maintained a somewhat cautious
investment strategy and have discussed the reasoning for this in
previous letters to shareholders. In short, we have been concerned
about the combination of high valuation levels for the overall stock
market plus rising interest rates. We have not abandoned these
concerns. Recent purchases and reduction of cash reserves should be
viewed as an adjustment in response to lower stock prices and more
attractive values in a number of small companies. While price
declines in most stock indexes have been relatively modest, losses
in many individual stocks and some sectors have been sharp and have
created some interesting investment opportunities, in our view.

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 24, 1995
<PAGE>




PERFORMANCE DATA


 About Fund Performance


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

*Class A Shares incur a maximum initial sales charge (front-end
 load) of 5.25% and bear no ongoing distribution or account
 maintenance fees. Class A Shares are available only to eligible
 investors.

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

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

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

 Performance data for the Fund's Class A and Class B Shares are
 presented in the "Performance Summary" and "Average Annual Total
 Return" tables on pages 4 and 5. The "Results of a $1,000 Investment
 Since Inception--Class A Shares" chart on page 4 illustrates the
 performance of a $1,000 investment in Class A Shares made at the
 Fund's inception (assuming the maximum initial sales charge of
 5.25%) through December 31, 1994. "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, including Class C and Class D Shares,
 are presented in the "Recent Performance Results" table.

 The "Recent Performance Results" table on page 6 shows investment
 results before the deduction of any sales charges for Class A and
 Class B Shares for the 12-month and 3-month periods ended December
 31, 1994 and for Class C and Class D Shares for the period since
 inception through December 31, 1994. All data in this table assume
 imposition of the actual total expenses incurred by each class of
 shares during the relevant period.
<PAGE>
 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)


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


(5.25% sales charge--$947.50 net amount invested; assuming
reinvestment of all dividends and capital gains distributions.)


A mountain chart depicting the growth of an investment in the Fund's
Class A Shares from $947.50 on May 5, 1978 to $3,554.97 on December
31, 1994.



Average Annual Total Return

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

Class A Shares*

Year Ended 12/31/94                        +3.81%         -1.64%
Five Years Ended 12/31/94                  +9.28          +8.11
Ten Years Ended 12/31/94                   +7.31          +6.73

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


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

Class B Shares*

Year Ended 12/31/94                        +2.79%         -0.95%
Five Years Ended 12/31/94                  +8.17          +8.17
Inception (10/21/88) through 12/31/94      +6.32          +6.32

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


Aggregate Total Return


                                        % Return        % Return
                                       Without CDSC    With CDSC**

Class C Shares*

Inception (10/21/94)
through 12/31/94                           -1.15%         -2.10%

[FN]
 *Maximum contingent deferred sales charge is 1% and is reduced to 0%
  after one 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 12/31/94      -1.06%         -6.26%

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



PERFORMANCE DATA (continued)

<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
1994                                15.66       14.70         0.561          0.940        + 3.81
                                                             ------         ------
                                                       Total $6.528   Total $4.416

                                                 Cumulative total return as of 12/31/94: +275.19%**

<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>
<PAGE>

<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        - 0.62%
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
1994                                15.31       14.30         0.561          0.828        + 2.79
                                                             ------         ------
                                                       Total $1.172   Total $1.824

                                                  Cumulative total return as of 12/31/94: +46.20%**

<FN>
 *Figures may include short-term capital gains distributions.
**Figures assume reinvestment of all dividends and capital gains
  distributions at net asset value on the ex-dividend date, and do not
  reflect deduction of any sales charge; results would be lower if
  sales charge was deducted.
</TABLE>



PERFORMANCE DATA (concluded)


<TABLE>
Recent Performance Results
<CAPTION>
                                                                                            12 Month       3 Month
                                                          12/31/94     9/30/94++ 12/31/93   % Change      % Change++
<S>                                                        <C>          <C>      <C>         <C>          <C>
ML Special Value Fund, Inc. Class A Shares*                $14.70       $15.77   $15.66      -2.49%(1)    -5.52%(2)
ML Special Value Fund, Inc. Class B Shares*                 14.30        15.31    15.31      -2.88(1)     -5.29(2)
ML Special Value Fund, Inc. Class C Shares*                 14.24        15.06     --          --         -4.12(2)
ML Special Value Fund, Inc. Class D Shares*                 14.69        15.52     --          --         -4.06(2)
Russell 2000 Index**                                                                         -3.18        -2.25
ML Special Value Fund, Inc. Class A Shares--Total Return*                                    +3.81(3)     -2.53(4)
ML Special Value Fund, Inc. Class B Shares--Total Return*                                    +2.79(5)     -2.79(6)
ML Special Value Fund, Inc. Class C Shares--Total Return*                                      --         -1.15(7)
ML Special Value Fund, Inc. Class D Shares--Total Return*                                      --         -1.06(8)
Russell 2000 Index**--Total Return                                                           -1.82        -1.87
<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 $0.561 per share capital
   gains distributions.
(2)Percent change includes reinvestment of $0.192 per share capital
   gains distributions.
(3)Percent change includes reinvestment of $0.940 per share ordinary
   income dividends and $0.561 per share capital gains distributions.
(4)Percent change includes reinvestment of $0.452 per share ordinary
   income dividends and $0.192 per share capital gains distributions.
(5)Percent change includes reinvestment of $0.828 per share ordinary
   income dividends and $0.561 per share capital gains distributions.
(6)Percent change includes reinvestment of $0.368 per share ordinary
   income dividends and $0.192 per share capital gains distributions.
(7)Percent change includes reinvestment of $0.430 per share ordinary
   income dividends and $0.192 per share capital gains distributions.
(8)Percent change includes reinvestment of $0.447 per share ordinary
   income dividends and $0.192 per share capital gains distributions.
</TABLE>



PORTFOLIO INFORMATION


                                   Percent of
Top Ten Equity Holdings            Net Assets

Charter One Financial, Inc.             3.0%
Boole & Babbage, Inc.                   2.9
PXRE Corp.                              2.8
Roosevelt Financial Group, Inc.         2.6
Security-Connecticut Corp.              1.9
Redman Industries, Inc.                 1.8
J. Baker, Inc.                          1.6
Farah, Inc.                             1.4
The Co-Operative Bank of Concord        1.3
Sterling Software, Inc.                 1.3
<PAGE>


                                   Percent of
Ten Largest Industries             Net Assets

Banks & Finance                        10.8%
Retail Stores                           9.2
Natural Resources                       8.4
Insurance                               8.2
Computer Services                       4.6
Health Care--Products & Services        4.2
Computer Software                       3.1
Apparel                                 3.0
Biotechnology                           3.0
Real Estate                             2.3



Portfolio Changes for the Quarter Ended 12/31/94

 Additions

 Ace, Ltd.
 Amsco International, Inc.
*Aspen Technology, Inc.
 Banta Corp.
 Bon-Ton Stores, Inc.
 Cali Realty Corp.
 Catellus Development Corp.
 Catellus Development Corp.
   (Convertible Preferred)
 Celestial Seasonings, Inc.
 Cephalon, Inc.
 Charter Medical Corp.
 Collective Bancorp, Inc.
 Consilium, Inc.
 Filene's Basement Corp.
 FirstFed Financial Corp.
 Hancock Fabrics, Inc.
 Input/Output, Inc.
*Isolyser Company, Inc.
 Lillian Vernon Corp.
 The Liposome Company, Inc.
   (Convertible Preferred)
 Norton McNaughton, Inc.
 OfficeMax, Inc.
 Omni Insurance Group, Inc.
 PHH Corp.
 Pope & Talbot, Inc.
 Radius, Inc.
 Regeneron Pharmaceuticals, Inc.
 Ryland Group, Inc.
*Security Dynamics, Inc.
 The Sports Authority, Inc.
 Sterling Software, Inc.
 Stratus Computer, Inc.
 Vigoro Corp.
 Weatherford International, Inc.
 Zilog, Inc.
<PAGE>

 Deletions

*Aspen Technology, Inc.
*Isolyser Company, Inc.
 The Liposome Co. Inc.
 Mississippi Chemical Corp.
 Outboard Marine Corp.
 Pinkertons Security &
   Investigation Services
 Roberts Pharmaceutical Corp.
*Security Dynamics, Inc.
 St. John Knits, Inc.
 Tredegar Industries, Inc.
 Western Digital Corp.

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


<TABLE>
SCHEDULE OF INVESTMENTS
<CAPTION>
                                                                                             Percent of
Industry         Shares Held       Stocks & Convertible Bonds        Cost           Value    Net Assets
<S>                  <C>      <S>                               <C>              <C>             <C>
Aerospace             86,800  Banner Aerospace, Inc.            $    592,640     $    390,600      0.1%
                      65,000  BE Aerospace, Inc.                     497,985          479,375      0.2
                     257,800  UNC, Inc.                            1,466,514        1,546,800      0.6
                                                                ------------     ------------    ------
                                                                   2,557,139        2,416,775      0.9


Apparel              555,000  Farah, Inc.                          4,742,630        3,954,375      1.4
                      25,000  Jones Apparel Group, Inc.              554,625          643,750      0.2
                      60,000  Kellwood Co.                         1,169,024        1,260,000      0.5
                      82,100  Norton McNaughton, Inc.              1,066,418        1,252,025      0.4
                      75,000  The Warnaco Group, Inc.
                              (Class A)                            1,142,930        1,293,750      0.5
                                                                ------------     ------------    ------
                                                                   8,675,627        8,403,900      3.0

<PAGE>
Banks & Finance       60,000  American Federal Bank, FSB             611,250          645,000      0.2
                     267,000  Bankers Corp.                        2,164,922        3,571,125      1.3
                      20,000  Banknorth Group, Inc.                  365,000          440,000      0.2
                     442,000  Charter One Financial, Inc.          8,371,237        8,398,000      3.0
                     170,000  Civic Bancorp, Inc.                    926,250          935,000      0.3
                      40,000  Collective Bancorp, Inc.               670,526          680,000      0.2
                     287,500  The Co-Operative Bank of
                              Concord                              3,701,013        3,737,500      1.3
                      51,600  FirstFed Financial Corp.               580,034          651,450      0.2
                      20,000  Hamilton Bankcorp, Inc.                595,000          515,000      0.2
                      45,000  NFS Financial Corp.                    493,125        1,265,625      0.4
                     105,000  ONBANCorp, Inc.                      3,357,159        2,441,250      0.9
                     480,000  Roosevelt Financial
                              Group, Inc.                          5,241,126        7,200,000      2.6
                                                                ------------     ------------    ------
                                                                  27,076,642       30,479,950     10.8


Beverages             25,000  Celestial Seasonings, Inc.             371,875          365,625      0.1


Biotechnology         72,100  Alteon, Inc.                           471,284          405,562      0.1
                     256,000  Applied Immune Sciences, Inc.        3,639,452        1,408,000      0.5
                      42,900  AutoImmune, Inc.                       284,213          246,675      0.1
                     111,600  Cephalon, Inc.                         888,077          920,700      0.3
                      70,000  COR Therapeutics, Inc.                 694,190          770,000      0.3
                     173,500  Cyto Therapeutics, Inc.              1,354,051          780,750      0.3
                      60,000  Genetic Therapy, Inc.                  677,651          420,000      0.2
                      27,500  Gilead Sciences, Inc.                  202,813          261,250      0.1
                     100,000  The Immune Response Corp.            1,367,499          600,000      0.2
                      45,000  The Liposome Company, Inc.
                              (Convertible Preferred)                992,998          922,500      0.3
                      76,100  National Patent Development
                              Corp.                                  208,155          137,931      0.1
                     130,000  NeoRx Corp.                            456,563          633,750      0.2
                     196,000  Regeneron Pharmaceuticals, Inc.        731,554          588,000      0.2
                      50,000  Sepracor, Inc.                         386,875          206,250      0.1
                                                                ------------     ------------    ------
                                                                  12,355,375        8,301,368      3.0


Business             556,700  Applied Bioscience
Services                      International, Inc.                  3,037,941        3,061,850      1.1


Chemicals             48,200  Vigoro Corp.                         1,383,742        1,446,000      0.5


Computer             226,000  Micronics Computers, Inc.            1,198,238          988,750      0.4
Equipment
<PAGE>

Computer Services    725,000  Anacomp, Inc.                        2,691,367        1,450,000      0.5
                     312,450  Boole & Babbage, Inc.                4,311,219        8,201,812      2.9
                      25,000  Primark Corp.                          282,750          328,125      0.1
                     165,000  Symantec Corp.                       2,249,250        2,887,500      1.1
                                                                ------------     ------------    ------
                                                                   9,534,586       12,867,437      4.6
</TABLE>

<TABLE>
SCHEDULE OF INVESTMENTS (continued)
<CAPTION>
                 Shares Held/                                                                Percent of
Industry         Face Amount       Stocks & Convertible Bonds        Cost           Value    Net Assets
<S>                 <C>       <S>                               <C>              <C>             <C>
Computer             205,000  Cognos, Inc.                      $  1,573,000    $   3,664,375      1.3%
Software              33,300  Consilium, Inc.                        241,213          258,075      0.1
                     101,000  Sterling Software, Inc.              3,178,505        3,711,750      1.3
                      35,300  Zilog, Inc.                          1,016,165        1,041,350      0.4
                                                                ------------     ------------    ------
                                                                   6,008,883        8,675,550      3.1


Computers             60,000  Alpha Industries, Inc.                 218,724          375,000      0.1
                     115,000  Computervision Corp.                   320,850          445,625      0.2
                      25,000  DH Technology, Inc.                    295,000          600,000      0.2
                     170,000  Radius, Inc.                         1,364,423        1,445,000      0.5
                     275,000  SHL Systemhouse, Inc.                1,509,375        1,409,375      0.5
                      40,000  Stratus Computer, Inc.               1,467,030        1,520,000      0.6
                                                                ------------     ------------    ------
                                                                   5,175,402        5,795,000      2.1


Cosmetics              1,317  Alfin, Inc. (Pfd.) (d)                       0                0      0.0


Electrical            60,000  Catalina Lighting, Inc.                471,291          495,000      0.2
Equipment            135,000  Comptek Research, Inc.               2,159,300        2,362,500      0.9
                      10,000  Core Industries, Inc.                  149,550           97,500      0.0
                      26,300  WPI Group, Inc.                        164,375           75,613      0.0
                                                                ------------     ------------    ------
                                                                   2,944,516        3,030,613      1.1


Electronics          100,000  Alden Electronics, Inc.                422,500          225,000      0.1
                     500,000  Automated Security Holdings
                              PLC                                  1,774,832        1,125,001      0.4
                      27,562  Maxwell Laboratories, Inc.             316,726          201,547      0.0
                     215,000  VLSI Technology, Inc.                2,508,915        2,580,000      0.9
                      57,000  VTEL Corp.                             291,155          495,188      0.2
                                                                ------------     ------------    ------
                                                                   5,314,128        4,626,736      1.6
<PAGE>

Energy              $900,000  Swift Energy Corp.,
                              Convertible Bonds,
                              6.50% due 6/30/2003                    924,000          904,500      0.3


Engineering &         59,000  Blount, Inc. (Class A)               2,311,339        2,743,500      1.0
Construction


Environmental &      390,250  NSC Corp.                            2,062,737        1,073,188      0.4
Environmental        110,000  Rollins Environmental
Control                       Services, Inc.                         546,187          536,250      0.2
                                                                ------------     ------------    ------
                                                                   2,608,924        1,609,438      0.6


Health Care--         62,700  Analogic Corp.                       1,026,252        1,191,300      0.4
Products &           175,000  Beverly Enterprises, Inc.            2,344,812        2,515,625      0.9
Services             130,000  Charter Medical Corp.                2,689,833        2,795,000      1.0
                      85,000  Community Psychiatric Centers        1,048,087          935,000      0.3
                      50,000  Healthcare Services Group, Inc.        468,500          675,000      0.2
                     461,400  Ramsey Health Care, Inc.             3,275,582        2,999,100      1.1
                     200,000  Unilab Corp.                         1,106,250          800,000      0.3
                                                                ------------     ------------    ------
                                                                  11,959,316       11,911,025      4.2


Home Builders         31,700  Ryland Group, Inc.                     426,302          475,500      0.2
                     150,200  Washington Homes, Inc.                 872,781          506,925      0.2
                                                                ------------     ------------    ------
                                                                   1,299,083          982,425      0.4


Home Furnishings     110,000  Crown Crafts, Inc.                   1,746,037        1,663,750      0.6
</TABLE>


<TABLE>
SCHEDULE OF INVESTMENTS (continued)
<CAPTION>
                 Shares Held/                                                                Percent of
Industry         Face Amount       Stocks & Convertible Bonds        Cost           Value    Net Assets
<S>                  <C>      <S>                               <C>              <C>             <C>
Housing              303,700  Redman Industries, Inc.           $  4,954,131     $  5,162,900      1.8%


Industrial            45,000  PHH Corp.                            1,541,238        1,563,750      0.6
Services
<PAGE>

Insurance             96,900  Ace, Ltd.                            2,075,059        2,265,038      0.8
                     178,300  Capital Guaranty Corp.               2,715,424        2,518,488      0.9
                     120,500  Harleysville Group, Inc.             2,458,586        2,922,125      1.0
                     107,200  Omni Insurance Group, Inc.             636,023          616,400      0.2
                     276,400  PXRE Corp. (b)                       5,708,797        7,808,300      2.8
                     232,400  Security-Connecticut Corp.           4,645,395        5,229,000      1.9
                      70,000  Transnational Re Corp.
                              (Class A)                            1,326,059        1,645,000      0.6
                                                                ------------     ------------    ------
                                                                  19,565,343       23,004,351      8.2


Leasing              147,100  LDI Corp.                            1,406,703          570,013      0.2
                     195,000  Sea Containers, Ltd.                 3,371,021        2,583,750      0.9
                                                                ------------     ------------    ------
                                                                   4,777,724        3,153,763      1.1


Manufactured          70,000  American Homestar, Inc.                560,000          682,500      0.2
Housing


Medical              140,500  Amsco International, Inc.            1,308,025        1,282,062      0.5
                      72,000  Coram Healthcare Corp.(a)            1,054,707        1,188,000      0.4
                      32,600  Everest & Jennings
                              International (Class A)                456,544           14,262      0.0
                      15,000  Fischer Imaging Corp.                  288,440           80,625      0.0
                                                                ------------     ------------    ------
                                                                   3,107,716        2,564,949      0.9


Metals--              76,800  Handy & Harman                       1,205,929        1,180,800      0.4
Non-Ferrous
<PAGE>

Natural Resources    145,000  Abraxas Petroleum Corp.              1,642,500        1,341,250      0.5
                     100,000  Addington Resources, Inc.              804,030          975,000      0.3
                     103,600  American Oilfield Divers, Inc.         951,150          634,550      0.2
                      90,900  Atwood Oceanics, Inc.                  763,563        1,068,075      0.4
                     110,000  Tom Brown, Inc.                        930,773        1,265,000      0.4
                      38,300  Cliffs Drilling Co.                    494,562          450,025      0.2
                      29,000  Cliffs Drilling Co.
                              (Convertible Preferred)                774,875          768,500      0.3
                     299,254  Coho Resources, Inc.                 2,075,477        1,552,380      0.6
                      25,000  Energy Ventures, Inc.                  468,750          303,125      0.1
                     275,000  Gerrity Oil & Gas Corp.              3,571,250        1,168,750      0.4
                      70,700  Grant Tensor Geophysical
                              Corp. (Convertible Preferred)        1,175,940          936,775      0.3
                      69,000  Input/Output, Inc.                   1,379,132        1,630,125      0.6
                     359,000  International Petroleum Corp.          990,247          448,750      0.2
                     120,000  Noble Drilling Corp.                   735,714          705,000      0.2
                     105,000  Nuevo Energy Co.                     2,023,100        1,890,000      0.7
                     194,600  Plains Resources, Inc.               1,356,218        1,070,300      0.4
                      17,000  Plains Resources, Inc.
                              (Convertible Preferred)              1,700,000        1,655,375      0.6
                      80,000  Tetra Technologies, Inc.               610,450          950,000      0.3
                     187,100  Total Petroleum of North
                              America, Ltd.                        2,290,176        2,338,750      0.8
                     180,000  Trans Texas Gas Corp.                2,035,000        2,025,000      0.7
                      32,000  Weatherford International, Inc.        273,600          312,000      0.1
                      20,000  The Wiser Oil Co.                      360,000          285,000      0.1
                                                                ------------     ------------    ------
                                                                  27,406,507       23,773,730      8.4
</TABLE>


<TABLE>
SCHEDULE OF INVESTMENTS (continued)
<CAPTION>
                 Shares Held/                                                                Percent of
Industry         Face Amount       Stocks & Convertible Bonds        Cost           Value    Net Assets
<S>                  <C>      <S>                               <C>              <C>             <C>
Paper                 85,000  Pope & Talbot, Inc.               $  1,421,525     $  1,349,375      0.5%


Personal Care         50,000  Marietta Corp.                         441,875          375,000      0.1
Products


Pharmaceuticals       19,025  American Drug Co.                        2,377            4,756      0.0
                      19,025  American Drug Co.
                              Warrants) (c)                            1,189            1,486      0.0
                                                                ------------     ------------    ------
                                                                       3,566            6,242      0.0

<PAGE>
Photo-Optical         80,000  Instron Corp.                        1,010,849        l,000,000      0.4
Instruments


Publishing/           32,000  Banta Corp.                            927,505          968,000      0.3
Printing


Real Estate       $1,000,000  Alexander Haagen
                              Properties, Inc., 7.25%
                              due 12/27/2003                       1,000,000          880,000      0.3
                       3,700  Cali Realty Corp.                       57,109           59,200      0.0
                      85,000  Carr Realty Corp.                    1,781,355        1,530,000      0.5
                      69,000  Catellus Development Corp.             382,950          405,375      0.1
                      26,000  Catellus Development Corp.
                              (Convertible Preferred)              1,025,250          994,500      0.4
                     205,200  Crown American Realty Trust          2,886,099        2,770,200      1.0
                                                                ------------     ------------    ------
                                                                   7,132,763        6,639,275      2.3


Restaurants          611,400  TPI Enterprises, Inc.                3,985,881        2,369,175      0.8


Retailing             75,000  Hancock Fabrics, Inc.                  556,875          665,625      0.2
                      66,200  Lillian Vernon Corp.                   972,147        1,009,550      0.4
                                                                ------------     ------------    ------
                                                                   1,529,022        1,675,175      0.6


Retail Stores        298,500  J. Baker, Inc.                       5,190,186        4,477,500      1.6
                      97,000  Bon-Ton Stores, Inc.                   979,005        1,042,750      0.4
                     313,800  Catherines Stores Corp.              3,404,710        2,745,750      1.0
                     205,000  Filene's Basement Corp.              1,008,740          948,125      0.3
                      40,000  Gantos, Inc.                           497,275           50,000      0.0
                   1,063,000  Grossman's, Inc.                     3,251,812        2,657,500      0.9
                     389,000  Just Toys, Inc.                      1,738,722          729,375      0.3
                      59,200  OfficeMax, Inc.                      1,124,800        1,568,800      0.6
                     305,000  Pier 1 Imports, Inc.                 2,687,712        2,859,375      1.0
                      40,000  S & K Famous Brands, Inc.              511,650          285,000      0.1
                     600,000  Service Merchandise Co., Inc.        4,202,708        2,775,000      1.0
                      31,150  The Sports Authority, Inc.             591,850          654,150      0.2
                      20,000  The United States Shoe Corp.           313,887          375,000      0.1
                     124,000  Venture Stores, Inc.                 2,186,482        1,441,500      0.5
                     745,400  The Wet Seal, Inc. (Class A)         2,643,245        3,261,125      1.2
                                                                ------------     ------------    ------
                                                                  30,332,784       25,870,950      9.2

<PAGE>
Textiles             280,000  Burlington Industries, Inc.          3,178,492        2,765,000      1.0


Transportation       148,700  Kirby Corp.                          2,696,059        2,936,825      1.0


Utilities            125,000  American Water Works Co., Inc.       1,921,197        3,375,000      1.2


                              Total Stocks & Convertible
                              Bonds                              224,182,899      220,690,952     78.4
</TABLE>


<TABLE>
SCHEDULE OF INVESTMENTS (concluded)
<CAPTION>
                                                                                             Percent of
                 Face Amount       Short-Term Securities             Cost           Value    Net Assets
<S>                  <C>      <S>                               <C>              <C>             <C>
Commercial     $  12,000,000  Ciesco L.P., 6.00% due
Paper*                        1/19/1995                         $ 11,962,000     $ 11,962,000      4.3%
                  12,000,000  Daimler-Benz AG, 5.94% due
                              1/17/1995                           11,966,340       11,966,340      4.3
                   5,594,000  General Electric Capital Corp.,
                              5.80% due 1/03/1995                  5,591,296        5,591,296      2.0
                   8,000,000  JC Penney Funding Corp.,
                              5.80% due 1/17/1995                  7,978,089        7,978,089      2.8
                  12,000,000  Matterhorn Capital Corp.,
                              6.02% due 1/20/1995                 11,959,867       11,959,867      4.3
                   8,000,000  PHH Corp., 5.925% due
                              1/12/1995                            7,984,200        7,984,200      2.8
                   2,000,000  Premium Funding, Inc., 6.07%
                              due 1/13/1995                        1,995,616        1,995,616      0.7
                   8,000,000  Xerox Credit Corp., 5.97% due
                              1/09/1995                            7,988,060        7,988,060      2.8


                              Total Short-Term Securities         67,425,468       67,425,468     24.0


Total Investments                                               $291,608,367      288,116,420    102.4
                                                                ============
Variation Margin on Stock Index Futures Contracts**                                   110,380      0.0

Liabilities in Excess of Other Assets                                              (6,899,792)    (2.4)
                                                                                 ------------    ------
Net Assets                                                                       $281,327,008    100.0%
                                                                                 ============    ======

<PAGE>
Net Asset            Class A--Based on net assets of $94,557,466
Value:                        and 6,432,636 shares outstanding                   $      14.70
                                                                                 ============
                     Class B--Based on net assets of $178,388,071
                              and 12,473,551 shares outstanding                  $      14.30
                                                                                 ============
                     Class C--Based on net assets of $3,915,189
                              and 274,920 shares outstanding                     $      14.24
                                                                                 ============
                     Class D--Based on net assets of $4,466,282
                              and 303,945 shares outstanding                     $      14.69
                                                                                 ============

<FN>
(a)T2 Medical, Inc., Curaflex Health Services, Inc., and Medisys,
   Inc., all portfolio holdings, merged on July 11, 1994 to become
   Coram Healthcare Corp.
(b)Formerly Phoenix Re Corp.
(c)Warrants entitle the Fund to purchase a predetermined
   number of shares of Common Stock. The purchase price and
   number of shares are subject to adjustment under certain
   conditions until the expiration date.
(d)Non-income producing security.

  *Commercial Paper is traded on a discount basis; the interest rates shown
   are the discount rates paid at the time of purchase by the Fund.
 **Stock index futures contracts purchased as of December 31, 1994 were as
   follows:


   Number of                               Expiration
   Contracts       Issue        Exchange      Date         Value

   100          Russell 2000      CME      March 1995    $12,550,000
     
   Total Stock Index Futures Contracts Purchased
   (Total Contract Price--$11,993,675)                   $12,550,000
                                                         ===========
</TABLE>



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