44 WALL STREET EQUITY FUND INC /MD/
N-30D, 1995-10-30
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    ANNUAL REPORT / June 30,1995



    44
THE 44 WALL STREET EQUITY FUND, INC.
    44
    44
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    44
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<PAGE>

================================================================================
                                       44
  


                                                             September 5, 1995

Fellow Shareholders,

   The optimism of our  semi-annual  update was  validated as The 44 Wall Street
Equity Fund gained 29.3% for the period beginning January 1, 1995 to the date of
this  letter.  For the six month  period  ended June 30,  1995,  the Fund gained
23.7%,  and for the fiscal  year ended June 30,  1995,  the Fund  gained  19.3%.
Despite our lackluster  year in 1994,  the Fund's  three-year  track record,  as
computed by Lipper Analytical Services, shows an excellent compound annual total
return  of  18.1%.  Given  the  relatively  low  inflation  that  we  have  been
experiencing  over the past three years,  this  represents a superb real return.
However,  even after achieving these excellent  results,  we believe even better
results are possible going forward.

   Our continued  optimism  notwithstanding,  the  valuation  level of the stock
market is higher now than last year and it has become increasingly  important to
be selective in our  investments.  Different market sectors have gone in and out
of favor  over the past  year.  This has  left  most  large  capitalization  and
technology  stocks  at high  levels.  Therefore,  we  predict  a shift in buying
interest to smaller  capitalization  issues, in which  undiscovered fast growing
companies have more unrealized  potential.  Accordingly,  we have positioned the
portfolio  to  capitalize  on this trend.  When  selecting  new  investments  or
evaluating the merits of our current positions, the stock's price must represent
a good value based on the company's underlying business fundamentals. This value
oriented approach should limit our downside risk in a declining market.

   Two examples of  investments  we recently  made which  highlight  our current
approach to the market include China  Industrial  Corporation and United Capital
Corporation.

   China Industrial (CIND) is a U.S.  Corporation whose major business is buying
wool for  dollars  in  Australia,  distributing  it  throughout  China  and then
reinvesting  the local  currency  into  commodity  products  which can be resold
throughout Asia and Africa for dollars.  As an outside  investor with a minority
interest  in a company  doing  business  overseas,  there is a good deal of risk
associated  with this  investment.  However,  we believe this  investment  has a
superb  risk/reward  ratio.  Whereas  the  average  stock  has a price  earnings
multiple  of about 15, we sought out a quality  company  which is trading in the
over-the-counter  market at only three times its  earnings  over the past twelve
months.  China's economy has been booming and China  Industrial's  sales and net
income went from $179.1  million and $10.6 million in 1993 to $301.3 million and
$26.8  million in 1994.  If the company can  demonstrate  long term  sustainable
 

                                      1

<PAGE>

growth,  there is no reason why it couldn't trade at ten times  earnings,  which
would still  represent a discount  to the average PE  multiple.  If this were to
happen,  shareholders  would  realize a gain of over 200%. On the other hand, if
the company's  business  declined,  the stock might trade down to its book value
per share,  which would cause only a 20% decline from its current  price.  It is
stocks like CIND that, as part of a diversified  portfolio of investments,  give
us confidence in our ability to earn high returns for our shareholders.

   A second example of our investment strategy is United Capital Corporation,  a
diversified  company with extensive interests in real estate. Real estate is one
of our  favorite  industries.  Companies  with  well  selected  properties  have
appreciation  potential as rents rise,  and downside  protection due to the fact
that real estate is a readily  marketable  asset.  United Capital Corp. has over
200 properties, comprising over five million square feet of space, which are, on
average,  leased at below market rents. This gives the portfolio upside as rents
are raised, as well as stability,  since attractive rents keep tenants in place.
The current  occupancy  rate is virtually  100%. The company's  other  remaining
divisions  have also been on the upswing  lately and could serve as the catalyst
to push the stock from a very low $8 per share or four times estimated cash flow
per share,  to $16 per share or eight times cash flow.  Downside risk should not
be more than $1 per share given the value of its real estate.  Again you can see
here how we try to give the fund upside potential with limited downside risk.

   As I stated in our last report, we try to limit our mistakes,  yet retain the
upside that induced us all to seek out higher gains through a mutual fund in the
first place. Our winners have outnumbered our losers, as evidenced by our return
since we took charge in 1988. As described in the accompanying  chart, a $10,000
investment at that time is now worth  $24,808,  a return of 148%. We believe our
investment  style  engenders  only moderate risk and both those  invested in the
stock  market and those with low risk,  hence low yielding  investments,  should
consider investing in our Fund.  Diversification  and our extensive  fundamental
research  into our positions  mitigate the risks  associated  with  investing in
common stocks and make  investing in our Fund a very wise move.  Your  continued
loyalty and additional investments in the Fund will help it to grow and possibly
enhance  the Fund's  rate of return.  Thank you for your  support  and as always
should  you  have  any  questions  or  concerns,  feel  free to  contact  me at:
1-800-543-2620.



                                               Sincerely,

                                               Mark D. Beckerman,
                                               President and Portfolio Manager



                                       2
<PAGE>


================================================================================
                        MANAGEMENT DISCUSSION & ANALYSIS

   For the fiscal year ended June 30,  1995,  the Fund  appreciated  19.3%.  Net
asset value per share  increased  from $5.87 to a  distribution  adjusted  $7.00
($.10 in 1994 capital gains  distribution).  Virtually all of our growth for the
fiscal  period was  attributed  to both  realized and  unrealized  appreciation.
Option income was not a significant  portion of overall income but it helped the
Fund hedge against a downturn in the market.  Our ability to choose  investments
with excellent  upside market  potential at a modest price worked to our benefit
again this  fiscal  year.  However,  a large  unrealized  loss in  Spectravision
contingent  value  rights  due to the  company's  Chapter  XI filing had a large
negative  impact on us this year.  The negative  influence of the  Spectravision
contingent  value rights will not hurt us going  forward as the  investment  has
been  effectively  written  off.  Large  realized  gains this year came from the
disposition of the following securities;  Super Rite Corporation,  Grand Casinos
and Trigen Energy. Again we remained  concentrated in the noncyclical sectors of
the market which should keep the  volatility  of the fund modest  during an ever
changing business cycle. Use of leverage during the year helped us as the market
has risen  during  1995 but we have  since paid off our bank loan and built up a
cash position. Finally, since investment income, such as dividends and interest,
is not a fundamental  criterion for the  determination of which issues to choose
for inclusion in our portfolio of investments and expenses are relatively  fixed
in nature,  we incurred a net  investment  loss.  Our net assets have grown from
$8,200,888 to $8,993,240  which can be  attributed  to market  appreciation  and
realized gains.

   Mark D.  Beckerman  has  been  the  President  and  Portfolio  Manager  since
September  27,  1988.  He had  the  exclusive  authority  to make  strategy  and
investment decisions for the Fund.

   [THE FOLLOWNG DATA IS REPRESENTED BY A LINE GRAPH IN THE PRINTED DOCUMENT]

               Comparison of Change in Value of $10,000 Investment
            in The 44 Wall Street Equity Fund, Inc. VS. S&P-500 Index
                    from September 30, 1988* to June 30, 1995

                              Investment in Dollars

     26000

     24000

     22000

     20000

     18000

     16000

     14000

     12000

     10000

           9/88  12/88  6/89  12/89  6/90  12/90  6/91  12/91  6/92  12/92  6/93
                                12/93  6/94  12/94

                         44 Equity            S&P -500

- --------------------------------------------------------------------------------
The Fund's one,  five year and since  inception of management  average  compound
annual return performance is as follows.

     One year--19.32%   Five year -- 12.67%   Since inception -- 14.41%

Since  inception is computed as of the last day of the first  quarter  ended the
month in which current management was approved by shareholders.
- --------------------------------------------------------------------------------
* MDB Asset Management Corp. became the Fund's investment advisor on
  September 27, 1988.

  Previous periods during which the Fund was advised by another investment 
  adviser are not shown.
                                   
  Past performance is not predictive of future results.


                                       3
<PAGE>

<TABLE>
<CAPTION>
==========================================================================================================
                                   PORTFOLIO OF INVESTMENTS 6/30/95
==========================================================================================================
                                                                                 Number of
                              Securities                                           Shares           Value
- ----------------------------------------------------------------------------------------------------------
<S>                                                                              <C>               <C>
COMMON STOCKS -- 91.96%

ASSET MANAGEMENT - .50%
KEMPER CORP. (KEM - NYSE) -- Financial service company providing asset
   management, insurance and brokerage services                                    1,000           $46,625
                                                                                                 ---------

BEVERAGE - 2.11%
PANAMERICAN BEVERAGES, INC. (PB - NYSE) -- Largest Latin American
   Coca Cola bottler                                                              3,000             90,000
PEPSICO, INC. (PEP - NYSE)-- Operates three major businesses: soft drinks,
   restaurants and snack foods                                                    2,300            104,938
                                                                                                 ---------
                                                                                                   194,938
                                                                                                 ---------

COMMUNICATION/BROADCASTING - 8.52%
AT&T CORP. (T- NYSE) -- A global telecommunication and information movement
   organization                                                                    1,500            79,687
BELL ATLANTIC (BEL - NYSE)-- Supplier of telephone services                            1                34
COMCAST UK CABLE PARTNERS LTD. ADR* (CMCAF - OTC) -- Provides cable
   and telephone services to the U.K.                                              5,000            80,625
COMSAT CORP. (CQ - NYSE)-- Provides satellite based communications
   systems outside the U.S.                                                       2,500             49,062
JONES INTERCABLE, INC. Cl. "A" * (JOINA - OTC)-- Owner and operator of
   cable T.V. systems                                                            20,000            297,500
MCI COMMUNICATIONS CORP. (MCIC - OTC)-- Providers of local and long
   distance telephone services                                                    5,000            109,375
SPRINT CORPORATION (FON - NYSE)-- Operates the world's 2nd largest
   telephone system                                                                3,000           100,875
SPECTRAVISION, INC. CVR * (SVN'R - ASE)-- Providers of in room movies to
   hotels through "Spectravision"                                               147,000                  0
TELE-COMMUNICATIONS, INC. CL. "A" * (TCOMA - OTC)-- Largest operator of
   cable T.V. systems in the U.S.                                                 3,000             70,125
                                                                                                 ---------
                                                                                                   787,283
                                                                                                 ---------

DAY CARE - 2.15%
KINDER-CARE LEARNING CENTERS, INC.* (KCLC - OTC) -- Operates day
   care centers in 40 states including Canadian provinces                         15,000           198,750
                                                                                                 ---------

DIVERSIFIED - 7.63%
CHINA INDUSTRIAL GROUP, INC.* (CIND - OTC) -- An export company with
   interests in textiles, pharmaceuticals and chemicals                          160,000           305,000
CULBRO CORP. * (CUC - NYSE)-- Conglomerate with businesses in plant
   nurseries, distribution, packaging equipment, etc.                             4,100            135,300
KANSAS CITY SOUTHERN INDUSTRIES, INC. (KSU - NYSE)-- Through its
   subsidiaries, serves the transportation and financial industries                5,500           204,875
QUIXOTE - (QUIX - OTC)-- Manufactures highway safety devices, CD's and cord
   equipment                                                                       5,000            60,000
                                                                                                 ---------
                                                                                                   705,175
                                                                                                 ---------

FINANCIAL SERVICES - 12.85%
CHEMICAL BANKING CORP. (CHL - NYSE) -- Provides general and commercial
   banking services                                                               4,500            212,625
COUNTRYWIDE CREDIT INDUSTRIES, INC. (CCR - NYSE) -- Largest home
   mortgage lender throughout the U.S.                                            2,500             52,500
DEAN WITTER DISCOVER (DWD - NYSE) -- Providers of brokerage, credit card
   and asset management financial services                                       10,000            470,000

</TABLE>

                                       4
<PAGE>
<TABLE>
<CAPTION>
==========================================================================================================
                                    PORTFOLIO OF INVESTMENTS 6/30/95
==========================================================================================================
                                                                                 Number of
                              Securities                                           Shares           Value
- ----------------------------------------------------------------------------------------------------------
<S>                                                                              <C>               <C>

FIRST CHICAGO CORP. (FNB - NYSE) -- Operates as a money center bank
   providing global corporate, credit card, retail banking and venture 
   capital services                                                               3,300            197,587
MELLON BANK CORP. (MEL - NYSE) -- Operates as a bank holding company
   and an asset management company                                                3,300            137,363
STUDENT LOAN MARKETING ASSOCIATION (SLM - NYSE) -- Provides funds to
   financial and educational institutions that provide federally 
   guaranteed student loans                                                       2,500            117,188
                                                                                                 ---------
                                                                                                 1,187,263
                                                                                                 ---------

FOOD/TOBACCO - 0.00%
SUPER RITE WARRANTS * (SUPR - OTC) -- Wholesaler & retailer of food products          0                  4
                                                                                                 ---------

HEALTH CARE - 4.89%
AMERISOURCE HEALTHCARE * (ASHC - OTC) -- A wholesale distributor of
   pharmaceutical products                                                        1,000             22,750
CAREMARK INTERNATIONAL (CK - NYSE) -- Operates as a prescription
   benefits manager                                                               5,000            100,000
MAXXIM MEDICAL, INC. * ( MAM - NYSE) -- Manufacturer of hospital & medical
   surgical supplies                                                             10,000            150,000
REGENCY HEALTH SERVICES, INC. * (RHS - NYSE) -- Operates nursing homes            3,000             31,500
SIERRA HEALTH SERVICES (SIE - N) -- Operates an HMO in Nevada                     1,500             36,750
UNITED HEALTH CARE (UNH - N) -- Provides specialty managed-care
   services and owns HMO's                                                         1,500            62,063
VALUE HEALTH * (VH - N) -- Has a drug-management-services business                 1,500            48,375
                                                                                                 ---------
                                                                                                   451,438
                                                                                                 ---------

HOTEL/GAMING - 9.84%
ANCHOR GAMING * (SLOT - OTC) -- Operates a casino in Colorado                       2,500            55,313
GTECH HOLDINGS CORPORATION * (GTK - NYSE) -- Operates and supplies
   computerized on-line lottery systems                                           20,000           585,000
HOLLYWOOD CASINO CORPORATIONS * (HWCC - OTC) -- Operates casinos
   in Atlantic City and Illinois                                                   5,000            43,750
HOST MARRIOTT * (HMT - N)-- Owns hotels under the Marriott and Courtyard
   names.                                                                          5,000            53,125
SHOWBOAT, INC. (SBO - NYSE) -- Operators of a casino/hotel in Las Vegas,
   Nevada and Atlantic City, N.J.                                                  5,000            92,500
TRUMP HOTEL AND CASINO * (DJT - NYSE) -- Has casino projects in Atlantic
   City and Gary, Indiana                                                          3,000            40,125
WMS INDUSTRIES, INC. * (WMS - NYSE -- Major manufacturer of pinball machines
   and producer of video arcade games                                              2,000            39,250
                                                                                                 ---------
                                                                                                   909,063
                                                                                                 ---------

INDUSTRIAL - 6.34%
AMERICAN ELECTRONIC COMPONENTS, INC. (AECI - OTC) -- Manufactures
   and designs specialized electronic and electrical components with both
   proprietary and patented technology                                            12,000            90,000
BREED TECHNOLOGY (BDT - N) -- Manufactures air bag related products               15,000           360,000
PRECISION STANDARD, INC. * (PCSN - OTC) -- Maintains and modifies large
   transport aircraft                                                             15,000            29,062
SENSORMATICS (SRM - N) -- Produces theft detection devices for retailers           3,000           106,500
                                                                                                 ---------
                                                                                                   585,562
                                                                                                 ---------


INSURANCE - 1.06%
STEWART INFORMATION SERVICES CORPORATION (STC - NYSE) -- Title
   insurance provider                                                              5,000            98,125
                                                                                                 ---------
</TABLE>

                                       5
<PAGE>
<TABLE>
<CAPTION>
==========================================================================================================
                                   PORTFOLIO OF INVESTMENTS 6/30/95
==========================================================================================================
                                                                                 Number of
                              Securities                                           Shares           Value
- ----------------------------------------------------------------------------------------------------------
<S>                                                                              <C>               <C>

LEASING - .91%
SEA CONTAINERS LTD. CL. A (SCR' A - N) -- Leases cargo shipping containers,
   provides ferry services and owns hotels                                         5,000            83,750
                                                                                                 ---------

PHARMACEUTICAL - 1.23%
MERCK & CO., INC. (MRK - NYSE) -- Manufacturer of human & animal health
   care products & specialty chemicals                                            2,324            113,876
                                                                                                 ---------

REAL ESTATE - 22.13%
AMERICANA HOTEL AND REALTY CORP. * (AHR - NYSE) -- Real estate
   investment trust investing in hotels                                         277,300            866,562
CHICAGO DOCKS AND CANAL TRUST S.B.I. (DOCKS - OTC) -- Real estate Invest-
   ment trust owning developed and undeveloped property in the city of Chicago    5,000             58,125
HEALTH & RETIREMENT PROPERTIES TRUST (HRP - NYSE) -- Operates as a
   real estate  investment  trust  investing in income  generating  health 
   care properties                                                               11,000            165,000
MARK CENTERS TRUST (MCT - NYSE) -- Real estate investment trust 
   investing in shopping centers                                                 12,600            163,800
ONE LIBERTY PROPERTIES, INC. (OLP - ASE) -- Real estate investment trust
   that invests in commercial real estate under long-term lease arrangements     50,000            615,625
UNITED CAPITAL CORP. * (AFP - ASE) -- Invests in & manages commercial
   real estate throughout the U.S.                                               18,204            175,213
                                                                                                 ---------
                                                                                                 2,044,325
                                                                                                 ---------

RESTAURANT - 2.30%
DAKA INTERNATIONAL, INC. * (DAKA - OTC) -- Owners and operators of fast
   food restaurants popularly known as "Fuddruckers"                              5,000            115,625
SPAGHETTI WAREHOUSE, INC. * (SWH - NYSE) -- Operates family style Italian
   restaurants                                                                   18,500             97,125
                                                                                                 ---------
                                                                                                   212,750
                                                                                                 ---------

RETAILING - .99%
PETSMART * (PETM - OTC)-- Largest retailer of products for pets                    1,000            28,750
SPORT SUPPLY GROUP (GYM - N)-- Sells athletic products through mail
   order catalogues                                                                5,000            62,500
                                                                                                 ---------
                                                                                                    91,250
                                                                                                 ---------

TECHNOLOGY - 8.51%
NATIONAL DATA CORP. (NDC - NYSE) -- Provides technology to both private
   businesses and governmental agencies for the processing of medical and 
   pharmaceutical claims                                                          10,000            231,250
STERLING SOFTWARE, INC. * (SSW - NYSE) -- Maintains and services computer
   software primarily for mainframe computers                                     12,000           462,000
STRATUS COMPUTER, INC. * (SRA - NYSE) -- Provides advanced technology
   enhancements for on-line systems                                               3,000             93,000
                                                                                                 ---------
                                                                                                   786,250
                                                                                                 ---------

TOTAL COMMON STOCKS (COST $ 7,529,081)                                                           8,496,427
                                                                                                 ---------

</TABLE>


                                       6
<PAGE>
<TABLE>
<CAPTION>

==========================================================================================================
                                    PORTFOLIO OF INVESTMENTS 6/30/95
==========================================================================================================
                                                                                 Number of
                              Securities                                           Shares           Value
- ----------------------------------------------------------------------------------------------------------
<S>                                                                              <C>               <C>
PREFERRED STOCKS - 4.75%

LEASING - .98%
SEA CONTAINERS LTD. CL. E. (SCR.E - NYSE) -- Leases cargo shipping containers;
   provides ferry and port services, as well as hotel & property development      2,000             91,000
                                                                                                 ---------

REAL ESTATE - 2.54%
ONE LIBERTY PROPERTIES, INC. $1.60
CUMULATIVE CONVERTIBLE PREFERRED (OLP pr. - ASE) -- Real estate
   investment trust that invests in commercial real estate under long- term 
   lease arrangements                                                            14,100            234,413
                                                                                                 ---------

RESTAURANT - 1.23%
FLAGSTAR CORP.
CUMULATIVE  CONVERTIBLE  PREFERRED  (FLSTP - OTC) -- Operates  fast food service
   restaurant chains under the popular names of Hardee's, Quincy's,
   Denny's and El Pollo Loco                                                      6,000            114,000
                                                                                                 ---------

TOTAL PREFERRED STOCKS (COST $ 440,958 )                                                           439,413
                                                                                                 ---------

- ----------------------------------------------------------------------------------------------------------
                                                                               Principal
                                                                                 Amount            Value
- ----------------------------------------------------------------------------------------------------------

BOND (COST $299,000) -- 3.28%
MAXXIM MEDICAL, INC. 6.75%, DUE 3/1/2003                                        $300,000          $303,000

COVERED PUT OPTION (COST $2,634) - .01%
                                                                              Shares Subject
Common Stocks / Expiration Date / Exercise Price                                   to put
- ------------------------------------------------                              --------------
Pepsico / July / $45                                                               2,300             1,006

TOTAL INVESTMENTS (COST $8,271,673)**                                                            9,239,846
                                                                                                 =========

* Non-income producing security.
** Aggregate cost for Federal income tax purposes is $8,293,132


===========================================================================================================
                                 COVERED CALL OPTIONS WRITTEN JUNE 30, 1995
===========================================================================================================

                                                                              Shares Subject
Common Stocks / Expiration Date / Exercise Price                                  to call            Value
- ------------------------------------------------                              --------------         -----
AT&T / July / $50                                                                (1,500)            $4,875
First Chicago Corp. / July / $50                                                   (800)             7,950
Merci & Co. / July / $50                                                         (2,300)             1,438
Sensormatic Electron / July / $30                                                (3,000)            15,750
Stratus Computer Inc. / Oct. / $30                                               (1,500)             4,969

TOTAL (PREMIUMS RECEIVED $19,286)                                                                  $34,981
                                                                                                 =========

</TABLE>




                       See Notes to Financial Statements.



                                       7
<PAGE>
================================================================================
                       STATEMENT OF ASSETS AND LIABILITIES
                                  June 30, 1995
================================================================================
ASSETS (Note 2):
 Investment in securities at value
  (Cost-- $8,271,673)                                                 $9,239,846
Cash                                                                     111,992
Receivables:
  Investment securities sold                                             151,130
  Capital stock sold                                                       2,459
Dividends, interest and other                                             40,079
Other assets                                                              21,744
                                                                      ----------
     Total Assets                                                      9,567,250
                                                                      ----------

LIABILITIES:
Covered call options written at value --
  premiums received $19,286                                               34,981
Payables:
  Bank loan (Note 2)                                                     366,000
  Capital stock redeemed                                                 115,013
Accrued expenses and other                                                58,016
                                                                      ----------
     Total Liabilities                                                   574,010
                                                                      ----------

NET ASSETS:
Net assets, applicable to 1,307,913 shares
  outstanding (Note 4)                                                $8,993,240
                                                                      ==========
Net asset value, offering and redemption
  price per share                                                     $     6.88
                                                                      ==========
                       See Notes to Financial Statements.

================================================================================
                       STATEMENT OF CHANGES IN NET ASSETS
                       Years Ended June 30, 1995 and 1994
================================================================================
                                                      1995             1994
                                                      ----             ----
Increase (Decrease) in Net Assets from:

Operations:
  Net Investment loss                            $  (206,229)       $  (241,983)
  Net realized gain on
     investments                                     438,078          1,307,224
  Unrealized appreciation (depreciation)
     for the year                                  1,252,472           (599,451)
                                                 -----------        -----------
     Net increase in net assets
     from operations                               1,484,321            465,790
Distributions to shareholders from:
  Net realized gain on investments                  (136,528)        (1,939,944)

Capital share transactions (Note 4)                 (555,441)         1,626,733
                                                 -----------        -----------
     Total increase                                  792,352            152,579
Net Assets:
  Beginning of year                                8,200,888          8,048,309
                                                 -----------        -----------
  End of year (including
   accumulated net invest-
   ment losses of $206,482 and
   $241,983, respectively)                       $ 8,993,240        $ 8,200,888
                                                 ===========        ===========

                       See Notes to Financial Statements.

================================================================================
                             STATEMENT OF OPERATIONS
                            Year Ended June 30, 1995
================================================================================
Investment Loss:
  Income:
     Dividends                                                       $  192,023
  Interest                                                               28,600
                                                                     ----------
        Total Income                                                    220,623

Expenses:
  Advisory fee (Note 3)                          $   82,466
  Transfer agency fees                               57,784
  Custody fees                                        6,707
  Professional fees and expenses                     45,384
  Printing and postage                               16,080
  Administrative and clerical                       101,577
  Registration and filing fees                        7,603
  Office facilities                                  38,257
  Other                                              24,722
                                                 ----------
                                                    380,580
  Interest on bank loans (Note 2)                    46,272
                                                 ----------
        Total expenses                                                  426,852
                                                                     ----------
Net investment loss                                                    (206,229)
                                                                     ----------
Realized and unrealized gain on investments:
     Net realized gain on:
  Investments                                                           432,416
  Options                                                                 5,662
                                                                     ----------
                                                                        438,078
                                                                     ----------
     Unrealized appreciation
       of investments for the year                                    1,252,472
                                                                     ----------

Net gain on investments                                               1,690,550
                                                                     ----------

Increase in Net Assets from Operations                               $1,484,321
                                                                     ==========
                       See Notes to Financial Statements.

                                       8
<PAGE>

================================================================================
                         NOTES TO FINANCIAL STATEMENTS
================================================================================
Note 1. Significant Accounting Policies:

  The  Fund  is  registered  under  the  Investment  Company  Act of  1940  as a
non-diversified,  open-end  management  investment  company.  The following is a
summary  of  significant  accounting  policies  followed  by  the  Fund  in  the
preparation of its financial statements.

  Security  Valuation --  Investments  in securities are valued daily based upon
latest closing market prices for those securities traded on national  securities
exchanges,  or if there has been no sale that day at the mean  between  the last
bid and asked prices,  and at the closing bid price for those securities  traded
in the  over-the-counter  market.  All other securities and assets are valued at
fair value, as determined in good faith by the Board of Directors.

  Equity  Option  Contracts  -- The Fund  writes  options on equity  securities.
Premiums   received  for  options  written  are  recorded  as  a  liability  and
marked-to-market  daily to reflect the current value of the option  written.  If
the written option is not exercised prior to expiration, the premium received is
treated as  realized  gain.  If the  written  option is  exercised,  the premium
received is added to the sale proceeds of the underlying security.

  Securities   Transactions  and  Related   Investment   Income:  --  Securities
transactions are accounted for on the date the securities are purchased or sold,
and dividend  income is recorded on the  ex-dividend  date.  Interest  income is
recorded on the accrual  basis.  The cost of securities  sold is determined on a
first-in,  first-out  basis for both financial  statement and federal income tax
purposes.

  Federal  Income  Taxes  --  It  is  the  Fund's  policy  to  comply  with  the
requirements  of the Internal  Revenue Code  applicable to regulated  investment
companies  and  to  distribute  all  of  its  taxable  income  to  shareholders.
Therefore, no provision for federal income tax is required.

  Dividends and  Distributions to Shareholders -- Dividends and distributions to
shareholders  are recorded on the ex-dividend  date.  Income  distributions  and
capital  gain  distributions  are  determined  in  accordance  with  income  tax
regulations which may differ from generally accepted accounting principles.

Note 2. Bank Loans:

  The Fund has a secured line of credit with its custodian bank in the amount of
the lesser of $2,000,000  or 33-1/3% of the Fund's net assets.  All advances are
payable on  demand.  Interest  (9.4%  average  for the year,  based on a monthly
weighted average) on such borrowings accrues at the bank's effective broker call
rate plus one-half of one percent.  The Fund pledges seventy-five percent of the
value of its assets as collateral for the loans.  No  compensating  balances are
required under the credit agreement.  

Note 3. Investment Advisory Fee and Other Transactions With Affiliates:

  The Fund retains MDB Asset Management  Corporation ("Asset Management") as its
investment  adviser for which services the Adviser  receives a fee equivalent to
1% per annum of the average daily net assets of the Fund.

  Beckerman and Company, Inc. ("BecCo") acts as principal underwriter for shares
of the Fund pursuant to a Principal Underwriting Agreement.  Commissions paid to
BecCo for services rendered as a registered broker-dealer in executing portfolio
trades for the Fund amounted to $5,617.


                                       9
<PAGE>

  Asset  Management  and BecCo have  agreed to  reimburse  the Fund if  expenses
exceed those set forth in any statutory or regulatory  formula prescribed by any
state in which Fund  shares are  registered  at such time.  Fund  shares are not
currently  registered in any state which  requires the Fund to be reimbursed for
such excess expenses.

  Directors who are not deemed  "interested  persons" were paid  directors' fees
aggregating $3,000.

Note 4. Capital Stock:

  As of June 30, 1995, there were 100,000,000  shares of $.001 par value capital
stock  authorized  and capital paid in amounted to $7,834,700.  Transactions  in
capital stock were as follows:

                                         Years Ended June 30,
                       --------------------------------------------------------
                                   1995                         1994
                       --------------------------    --------------------------
                          Shares         Amount         Shares         Amount
                       -----------    -----------    -----------    -----------
Sold                        34,909    $   212,291         75,872    $   502,654
Dividends reinvested        23,100        128,438        285,577      1,821,983
Redeemed                  (147,078)      (896,170)      (100,053)      (697,904)
                       -----------    -----------    -----------    -----------
Net increase (decrease)    (89,069)   $  (555,441)       261,396    $ 1,626,733
                       ===========    ===========    ===========    ===========

Note 5. Investment Transactions:

  During the year ended June 30, 1995,  purchases and sales of securities  other
than short-term securities  aggregated $6,524,540 and $6,139,235,  respectively.
Accumulated undistributed net realized gains at June 30, 1995 were $408,544.

  At June 30, 1995, the aggregate gross unrealized appreciation and depreciation
of portfolio securities,  based on cost for federal income tax purposes, were as
follows:

           Unrealized appreciation                 $ 1,753,116
           Unrealized depreciation                    (841,383)
                                                   -----------
           Net unrealized appreciation             $   911,733
                                                   ===========

Note 6. Financial Instruments With Off-Balance Sheet Risk:

  The Fund's  activity  during  the year in  writing  equity  call  options  had
off-balance-sheet  risk of accounting loss. These financial  instruments involve
market risk in excess of the amount  recognized  in the  Statement of Assets and
Liabilities.  A written  equity  call option  obligates  the Fund to deliver the
underlying  security upon exercise by the holder of the option.  The Fund covers
options written by owning the underlying security.

  A summary of the Fund's option transactions written for the year follows:

                                               Number of
                                                 Option           Premiums
                                               Contracts          Received
                                               ---------          --------
           Contracts outstanding at
             June 30, 1994                          20            $ 1,585
                                                 -----            -------
           Options written                         163             39,079
           Options exercised                       (37)            (7,926)
           Options expired                         (55)           (13,452)
                                                 -----            -------
           Contracts outstanding at
             June 30, 1995                          91            $19,286
                                                 =====            =======

                                       10
<PAGE>

<TABLE>
<CAPTION>
===================================================================================================================================
                                             THE 44 WALL STREET EQUITY FUND, INC.
                                               SELECTED FINANCIAL INFORMATION
===================================================================================================================================
                                                                          Years Ended June 30,
                                    ---------------------------------------------------------------------------------------------
                                    1995      1994      1993*     1992*     1991*    1990*     1989*     1988*+   1987+     1986+
                                    ----      ----      -----     -----     -----    -----     -----     ------   -----     -----
<S>                               <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>    
Per share operating perform-
ance (for a share outstanding
throughout the year)

Net asset value,
  beginning of year               $  5.87   $  7.09   $  6.30   $  5.80   $  5.63   $  5.01   $  4.09   $  7.21   $  6.42   $  4.38
                                  -------   -------   -------   -------   -------   -------   -------   -------   -------   -------
Income from investment
  operations:
Net investment loss                 (0.17)     (.17)     (.04)     (.07)     (.06)     (.02)     (.10)     (.26)     (.73)     (.52)
Net realized and unrealized
  gain (loss) on investments         1.28       .71      1.77       .57       .23       .64      1.02     (2.86)     1.52      2.56
                                  -------   -------   -------   -------   -------   -------   -------   -------   -------   -------
    Total from investment
  operations                         1.11      0.54      1.73      0.50      0.17      0.62      0.92     (3.12)     0.79      2.04
                                  -------   -------   -------   -------   -------   -------   -------   -------   -------   -------

Less distributions:
Distribution from net
  realized gains                    (0.10)    (1.76)     (.94)     --        --        --        --        --        --        --
                                  -------   -------   -------   -------   -------   -------   -------   -------   -------   -------
    Total distributions             (0.10)    (1.76)     (.94)     --        --        --        --        --        --        --
                                  -------   -------   -------   -------   -------   -------   -------   -------   -------   -------

Net asset value, end of year      $  6.88   $  5.87   $  7.09   $  6.30   $  5.80   $  5.63   $  5.01   $  4.09   $  7.21   $  6.42
                                  =======   =======   =======   =======   =======   =======   =======   =======   =======   =======

Total return                        19.32%     5.60%    28.89%     8.62%     3.02%    12.38%    22.49%   (43.27%)   12.31%    46.58%
Ratios/supplemental data:
Net assets, end of year           $ 8,993   $ 8,201   $ 8,048   $ 4,430   $ 4,122   $ 4,407   $ 4,341   $ 4,128   $12,089   $12,883)
  (000 omitted)
Ratios to average net assets:
  Expenses (excluding
  interest)                          4.62%     4.87%     4.27%     5.17%     4.42%     4.17%     4.19%     3.39%     2.46%     2.41%
  Interest expense                    .56       .14       .12       .16      --         .11       .49      2.49      2.89      3.70
  Net investment loss               (2.50)    (2.77)     (.62)    (1.11)    (1.19)     (.44)    (2.13)    (5.23)    (4.88)    (5.16)
                                  =======   =======   =======   =======   =======   =======   =======   =======   =======   =======

Portfolio turnover rate             72.11%   160.06%   167.27%   135.89%    87.02%   234.84%   237.54%    81.16%    97.67%    82.17%
                                  =======   =======   =======   =======   =======   =======   =======   =======   =======   =======

(B) BANK LOANS

Amount outstanding at
  end of year (000)               $   366   $    27   $  --     $  --     $  --     $  --     $   344   $  --     $ 5,902   $ 6,047
Average amount of bank
  loans outstanding during
  the year (monthly
  average) (000)                  $   456   $    44   $    49   $    54   $  --     $    59   $   153   $ 1,835   $ 4,769   $ 4,483
Average number of shares
  outstanding during
  the year (monthly
  average) (000)                    1,369     1,268       773       662       758       853       912     1,215     1,842     2,198
Average amount of
  debt per share
  during the year                 $  0.33   $  0.03   $  0.06   $  0.08   $  0.00   $  0.07   $   .17   $  1.51   $  2.59   $  2.04

 * Based on average month-end shares outstanding.
 + On September 27, 1988, the investment advisor changed, and MDB Asset Management Corp. became the Fund's investment advisor.

</TABLE>


                                                                11
<PAGE>

================================================================================
                          INDEPENDENT AUDITOR'S REPORT
================================================================================

The Board of Directors and Shareholders
The 44 Wall Street Equity Fund, Inc.


     We have  audited  the  accompanying  statement  of assets and  liabilities,
including the portfolio of investments,  of The 44 Wall Street Equity Fund, Inc.
as of June 30, 1995,  and the related  statement of operations for the year then
ended,  the  statement of changes in net assets for each of the two years in the
period then ended,  and the selected  financial  information for each of the ten
years  in the  period  then  ended.  These  financial  statements  and  selected
financial  information  are the  responsibility  of the Fund's  management.  Our
responsibility  is to  express  an opinion  on these  financial  statements  and
selected financial information based on our audits.

     We conducted  our audits in accordance  with  generally  accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable  assurance  about  whether  the  financial  statements  and  selected
financial  information  are free of  material  misstatement.  An audit  includes
examining,  on a test basis,  evidence supporting the amounts and disclosures in
the financial  statements.  Our procedures  included  confirmation of securities
owned as of June 30, 1995, by correspondence  with the custodian.  An audit also
includes assessing the accounting principles used and significant estimates made
by  management,   as  well  as  evaluating  the  overall   financial   statement
presentation.  We believe  that our audits  provide a  reasonable  basis for our
opinion.

     In our opinion, the financial statements and selected financial information
referred to above  present  fairly,  in all  material  respects,  the  financial
position of The 44 Wall  Street  Equity  Fund,  Inc.  as of June 30,  1995,  the
results of its  operations,  the  changes  in its net  assets  and the  selected
financial  information for the periods  indicated,  in conformity with generally
accepted accounting principles.




                                             McGladrey & Pullen LLP


New York, New York
August 10, 1995



                                       12
<PAGE>



THE 44 WALL STREET EQUITY FUND, INC.

- ------------------------------------------
26 Broadway, New York, N.Y. 10004
1-800-543-2620 (Interstate and Intrastate)
212-248-8080 (New York City)

Price Quote Information
- -----------------------
212-248-9085 (New York City)
1-800-543-2875 (Interstate)








- --------------------------------------------------------
Past results are not necessarily indicative of future 
performance. This brochure must be preceded or 
accompanied by a current prospectus of 
The 44 Wall StreetEquity Fund, Inc.
- --------------------------------------------------------



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