MERRILL LYNCH FUND FOR TOMORROW INC
N-30D, 1996-09-19
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MERRILL LYNCH
FUND FOR
TOMORROW, INC.








FUND LOGO








Semi-Annual Report

July 31, 1996





Officers and Directors
Arthur Zeikel, President and Director
Ronald W. Forbes, Director
Cynthia A.Montgomery, Director
Charles C. Reilly, Director
Kevin A. Ryan, Director
Richard R. West, Director
Terry K. Glenn, Executive Vice President
Norman R. Harvey, Senior Vice President
Donald C. Burke, Vice President
Vincent P. Dileo, Vice President and
  Portfolio Manager
Gerald M. Richard, Treasurer
Susan B. Baker, Secretary
<PAGE>
Custodian
The Bank of New York
90 Washington Street, 12th Floor
New York, NY 10286

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















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


Merrill Lynch
Fund For Tomorrow, Inc.
Box 9011
Princeton, NJ
08543-9011



MERRILL LYNCH FUND FOR TOMORROW, INC.


Concept Sectors

<PAGE>
As a Percentage of Net Assets
As of July 31, 1996

A pie chart depicting Concept Sectors as a Percentage of Net Assets
As of July 31, 1996:


Computer Technologies                       4.2%

Demographic Trends                          5.8%

Developing Foreign Economies                4.2%

Future Retailing                            3.9%

Global Market Expansion                     9.4%

Healthcare Cost Containment                15.4%

Industrial Outsourcing                      3.2%

Industrial Renaissance                      9.0%

Multimedia                                  5.5%

Next Generation Technology                  8.3%

Strategic Growth Opportunities              5.2%

Telecommunications                         14.0%

Cash*                                      11.9%

[FN]
*Includes other assets less liabilities.


Growth Stock Characteristics as of July 31, 1996

Bar graph depicting Growth Stock Characteristics as of July 31, 1996
% of Equity Holdings:


Emerging Growth             10.8%          12.5%

Established Growth          19.0%          13.8%

Stable Growth               26.0%          17.9%


<PAGE>
DEAR SHAREHOLDER


The US economy demonstrated surprising strength during the first
half of 1996. As a result, during the quarter ended July 31, 1996,
investors focused on prospects for an overheating economy,
increasing inflationary pressures, and the potential for monetary
policy tightening by the Federal Reserve Board. With more robust
economic growth, a sharp rise in prices for crude oil and
agricultural commodities, and expectations of escalating wage
pressures, long-term interest rates (as measured by the yield on the
30-year US Treasury bond) rose to in excess of 7%.

Inflationary concerns were heightened further with a stronger-than-
expected employment report for June. Unemployment fell to a six-year
low, and hourly wages rose sharply. This mounting evidence of a
tighter labor market and rising labor costs suggested to many
investors that the US central bank would be forced to raise short-
term interest rates in the coming months. However, shortly after the
close of the July quarter, more subdued job growth and decelerating
hourly wage gains were reported for the month of July. It remains to
be seen whether this employment report is the first sign that the
economy is slowing from its rapid rate of growth in the second
quarter.

Portfolio Strategy
During the first part of the quarter ended July 31, 1996, equity
markets continued their upward trend. However, by the middle of the
July quarter, there was a high degree of volatility in the stock
market and a major divergence developed between the Standard &
Poor's 500 Composite Index (S&P 500) and the NASDAQ Industrials. By
the close of the quarter, the total return for the unmanaged S&P 500
was -1.61%, while the unmanaged NASDAQ Industrial Index declined
more sharply, closing down 11.78%. These comparisons were a mirror
image of the April 30, 1996 quarter when the NASDAQ Industrials
sharply outperformed the S&P 500.

Generally, when the overall market becomes volatile and there is
downward pressure on stock prices, it is not uncommon to experience
a shift toward more defensive and liquid investments. This occurred
during the July quarter as smaller-capitalization stocks, which are
typically more volatile and less defensive, underperformed the
market, while more predictable, large-capitalization stocks held up
better under the downward pressure. In general, foreign markets
during this time period were also negatively impacted, with the
unmanaged Morgan Stanley Capital International Europe, Australia,
Far East Index down 4.17%.
<PAGE>
Total returns for the Fund's Class A, Class B, Class C and Class D
Shares for the July quarter were -7.26%, -7.50%, -7.53% and -7.30%,
respectively. (Results shown do not reflect sales charges and would
be lower if sales charges were included. For complete performance
information, see pages 4--6 of this report to shareholders.)

The downward pressure on the stock market is difficult to attribute
to recent economic developments, since US gross domestic product has
been growing at a healthy rate, consumer spending has remained firm,
and corporate profits generally have been strong. However, during
the July quarter there was speculation that the Federal Reserve
Board would increase the discount rate to prevent the economy from
overheating. This concern, coupled with one of the longest periods
of strong upward stock market performance with minimal pullbacks,
caused the equity market to give up much of its earlier gains.

As with the overall market, the relatively better-performing
industries and stocks among the Fund's holdings were in the larger-
capitalization, more defensive growth sectors. The Fund's stocks in
the pharmaceutical, food, beverage and household products industries
generally showed a positive return for the July quarter. The Fund's
holdings in the more cyclical and economically sensitive sectors,
along with smaller-capitalization stocks in general, showed negative
returns for the three-month period ended July 31, 1996. The notably
weak stock sectors were in industries such as automotive, technology
and telecommunications.

As mentioned in prior shareholder reports, the thematic approach of
investing in macro-trends requires a longer time horizon to achieve
capital appreciation objectives. Generally, the newer concepts that
are in the early stages of development, such as our "Next Generation
Technology" theme, have above-average stock price volatility on a
quarter-to-quarter basis. However, the Fund's strategy is to
maintain a strategic balance of companies in various growth phases.
This is represented graphically by the bar chart on page 1 of this
report. This chart shows a continuum of weightings of companies
within the Fund according to their respective stages of development.
This is a dynamic classification of stocks which illustrates the
shifting from the left bar charts to the right bar charts as
companies progress along their growth paths. In addition, this
strategy gives us the flexibility to add or eliminate positions in
the portfolio in order to adjust for current stock market conditions
and changes in investment strategy. As a result, during the July
quarter, we adjusted our investments to emphasize more stable and
predictable growth stocks. Accordingly, we increased the Fund's
weighting in the healthcare cost containment area and, simultaneously, 
lowered the Fund's position in the next generation technology concept.
<PAGE>
During the July quarter, we added 21 new stocks and eliminated 20
positions, realizing gains of more than $20 million. One of the more
exciting, new investment areas has supplemented our existing
holdings in the "Healthcare Cost Containment" concept. We added
Physician Computer Network, Inc. and Phamis, Inc. because we believe
there is a developing trend that will change the industry from a
paper-based healthcare system to an electronic data processing-based
system. As a result, it is likely that there will be greater cost
efficiencies, better diagnostic procedures and superior historical
patient record-keeping. It is estimated that by the year 2000, the
market for healthcare information systems will double from $10
billion currently to $20 billion. These two purchases were in
addition to our holding in National Data Corporation which we
invested in prior to the July quarter.

We also added 19 other stocks during the July quarter, but
eliminated five of these positions as a result of rapid stock
appreciation. As stated in the April 30, 1996 quarterly shareholder
letter, in response to our concern about possible above-average
stock market volatility, our strategy is to increase the Fund's
focus on stock-specific investments to take advantage of individual
market opportunities. Therefore, given this stock-specific approach,
the Fund's new holdings are diverse both on an industry and global
basis.

We added six foreign stocks during the July quarter: ADIA S.A., a
temporary employment service company in Switzerland; Portugal
Telecom S.A., the dominant telephone company in Portugal; OzEmail,
Ltd., the leading Internet service provider in Australia; Tranz Rail
Holdings, Ltd., which provides the major rail service in New Zealand
and is a play on global privatization; Toolex-Alpha N.V., a
Netherlands-based company which manufactures equipment for compact
discs; and Vodafone Group PLC, the largest mobile telecommunications
service provider in Great Britain. Three stocks added in the
healthcare area were: HEALTHSOUTH Corp., the largest US provider of
comprehensive healthcare services; Sequus Pharmaceuticals, Inc., a
biotech company; and Vencor, Inc., which provides acute, long-term
hospital care. Larger, more defensive stocks added were: The Procter
& Gamble Company, in household products, and Tosco Corp., an
independent refiner and distributor of petroleum products. Tosco is
a play on the firming of refining profit margins and growing global
demand for gasoline. Three other companies also were added: Oakley,
Inc., the leading sunglass manufacturer; Viacom, Inc., a multimedia
company; and Western Wireless Corp., a personal communications
service provider which will compete with the cellular and wireline
telephone services.
<PAGE>
In Conclusion
We believe that there will continue to be a strong, long-term trend
which will favor common stock investments, as the fastest-growing
population segments accumulate financial assets and plan for
retirement. However, the lack of consensus as to whether the economy
will go into a slowdown or what level of growth the economy can
maintain without creating excessive inflation will likely continue
to cause above-average stock market volatility. Therefore, during
the upcoming October quarter we expect to focus on a stock-specific
investment strategy based on companies with strong fundamentals and
market price/earnings multiples which are reasonably in line with
their expected growth rates. We believe this approach will better
control the Fund's volatility while enhancing its overall return
potential for the long term.

Sincerely,






(Arthur Zeikel)
Arthur Zeikel
President






(Vincent P. Dileo)
Vincent P. Dileo
Vice President and Portfolio Manager


September 5, 1996



PERFORMANCE DATA


About Fund Performance


Investors are 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.
<PAGE>
* 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 approximately 8 years. (There is no initial
  sales charge for automatic share conversions.)

* 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).

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.



Average Annual Total Return


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

Class A Shares*

Year Ended 6/30/96                        +19.45%        +13.18%
Five Years Ended 6/30/96                  +13.05         +11.84
Inception (10/26/88)
through 6/30/96                           +12.29         +11.50

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


                                        % Return        % Return
                                       Without CDSC    With CDSC**

Class B Shares*
<PAGE>
Year Ended 6/30/96                        +18.13%        +14.13%
Five Years Ended 6/30/96                  +11.88         +11.88
Ten Years Ended 6/30/96                   + 9.32         + 9.32

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


                                        % Return        % Return
                                       Without CDSC    With CDSC**

Class C Shares*

Year Ended 6/30/96                        +18.15%        +17.15%
Inception (10/21/94)
through 6/30/96                           +19.59         +19.59

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


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

Class D Shares*

Year Ended 6/30/96                        +19.09%        +12.83%
Inception (10/21/94)
through 6/30/96                           +20.87         +17.08

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


PERFORMANCE DATA (continued)

<TABLE>
Performance Summary--Class A Shares
<CAPTION>
                                     Net Asset Value     Capital Gains    Dividends
Period Covered                    Beginning    Ending     Distributed       Paid*        % Change**
<S>                                <C>         <C>           <C>           <C>            <C>
10/26/88--12/31/88                 $16.05      $14.08        $1.471        $0.134         - 2.21%
1989                                14.08       16.85         1.035         0.409         +30.13
1990                                16.85       14.92         0.371         0.401         - 6.98
1991                                14.92       16.71         2.199         0.553         +32.23
1992                                16.71       16.37         0.679         0.612         + 6.12
1993                                16.37       15.85         1.920         0.308         +11.42
1994                                15.85       13.66         0.705         0.258         - 7.47
1995                                13.66       15.84         1.354         0.195         +27.39
1/1/96--7/31/96                     15.84       16.22          --           0.109         + 3.04
                                                             ------        ------
                                                       Total $9.734  Total $2.979
<PAGE>
                                                  Cumulative total return as of 7/31/96: +124.77%**

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


<TABLE>
Performance Summary--Class B Shares
<CAPTION>
                                     Net Asset Value     Capital Gains    Dividends
Period Covered                    Beginning    Ending     Distributed       Paid*        % Change**
<S>                                <C>         <C>           <C>           <C>            <C>
3/5/84--12/31/84                   $10.00      $10.98          --          $0.130         +11.12%
1985                                10.98       13.37        $0.250         0.130         +25.75
1986                                13.37       15.18         0.080         0.100         +14.90
1987                                15.18       12.98         1.441         0.163         - 5.09
1988                                12.98       14.07         1.555         0.201         +22.09
1989                                14.07       16.85         1.035         0.227         +28.88
1990                                16.85       14.92         0.371         0.235         - 7.96
1991                                14.92       16.70         2.199         0.374         +30.79
1992                                16.70       16.37         0.679         0.438         + 5.07
1993                                16.37       15.77         1.920         0.217         +10.27
1994                                15.77       13.45         0.705         0.243         - 8.45
1995                                13.45       15.40         1.354         0.195         +26.08
1/1/96--7/31/96                     15.40       15.67          --           0.109         + 2.41
                                                             ------        ------
                                                      Total $11.589  Total $2.762

                                                  Cumulative total return as of 7/31/96: +295.28%**

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

<TABLE>
Performance Summary--Class C Shares
<CAPTION>
                                     Net Asset Value     Capital Gains    Dividends
Period Covered                    Beginning    Ending     Distributed       Paid*       % Change**
<S>                                <C>         <C>           <C>           <C>            <C>
10/21/94--12/31/94                 $14.08      $13.39        $0.157        $0.059         - 3.32%
1995                                13.39       15.33         1.354         0.195         +26.12
1/1/96--7/31/96                     15.33       15.59         --            0.109         + 2.36
                                                             ------        ------
                                                       Total $1.511  Total $0.363

                                                   Cumulative total return as of 7/31/96: +24.81%**

<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>
Performance Summary--Class D Shares
<CAPTION>
                                    Net Asset Value      Capital Gains    Dividends
Period Covered                    Beginning    Ending     Distributed       Paid*       % Change**
<S>                                <C>         <C>           <C>           <C>            <C>
10/21/94--12/31/94                 $14.26      $13.65        $0.157        $0.059         - 2.72%
1995                                13.65       15.79         1.354         0.195         +27.11
1/1/96--7/31/96                     15.79       16.14         --            0.109         + 2.86
                                                             ------        ------
                                                       Total $1.511  Total $0.363

                                                   Cumulative total return as of 7/31/96: +27.20%**

<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
  include sales charge; results would be lower if sales charge was
  included.
</TABLE>

<PAGE>
<TABLE>
Recent Performance Results
<CAPTION>
                                                                                          12 Month    3 Month
                                                           7/31/96   4/30/96   7/31/95    % Change    % Change
<S>                                                         <C>     <C>         <C>        <C>         <C>
ML Fund For Tomorrow, Inc. Class A Shares*                  $16.22    $17.60    $16.82     + 1.15%(1)  - 7.84%
ML Fund For Tomorrow, Inc. Class B Shares*                   15.67     17.05     16.45     + 0.05(1)   - 8.09
ML Fund For Tomorrow, Inc. Class C Shares*                   15.59     16.97     16.38     - 0.01(1)   - 8.13
ML Fund For Tomorrow, Inc. Class D Shares*                   16.14     17.52     16.78     + 0.91(1)   - 7.88
Standard & Poor's 500 Index**                               639.95    654.17    562.06     +13.86      - 2.17
NASDAQ Industrial Index**                                   987.06  1,118.84    953.23     + 3.55      -11.78
ML Fund For Tomorrow, Inc. Class A Shares--Total Return*                                   + 2.96(2)   - 7.26(3)
ML Fund For Tomorrow, Inc. Class B Shares--Total Return*                                   + 1.89(2)   - 7.50(3)
ML Fund For Tomorrow, Inc. Class C Shares--Total Return*                                   + 1.84(2)   - 7.53(3)
ML Fund For Tomorrow, Inc. Class D Shares--Total Return*                                   + 2.72(2)   - 7.30(3)
Standard & Poor's 500 Index--Total Return**                                                +16.53      - 1.61

<FN>
  *Investment results 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.
(1)Percent change includes reinvestment of $0.788 per share capital
   gains distributions.
(2)Percent change includes reinvestment of $0.304 per share ordinary
   income dividends and $0.788 per share capital gains distributions.
(3)Percent change includes reinvestment of $0.109 per share ordinary
   income dividends.
</TABLE>



<TABLE>
SCHEDULE OF INVESTMENTS
<CAPTION>
                                  Shares                                                                   Value    Percent of
Concept Tomorrow                   Held                     Stocks                         Cost          (Note 1a)  Net Assets
<S>                            <C>         <S>                                         <C>              <C>           <C>
Computer Technologies
          
Personal Computers               150,000   ++COMPAQ Computer Corp.                     $  5,445,438     $  8,212,500    2.3%
Systems                          300,000   ++Silicon Graphics, Inc.                      11,151,240        7,050,000    1.9
                                                                                       ------------     ------------  ------
                                                                                         16,596,678       15,262,500    4.2
Demographic Trends
<PAGE>
Medical Devices                  100,000   ++Biomet, Inc.                                 1,534,375        1,525,000    0.4
Healthcare                       100,000   ++HEALTHSOUTH Corp.                            3,537,000        3,037,500    0.8
Leisure & Entertainment           50,000   ++Harrah's Entertainment, Inc.                 1,235,976        1,100,000    0.3
Healthcare                       100,000   ++Living Centers of America, Inc.              3,353,090        2,437,500    0.7
Healthcare                       110,000   ++Patterson Dental Co., Inc.                   2,815,625        3,162,500    0.9
Pollution Technology             450,000   ++Philip Environmental Inc. (ADR)*             3,514,252        3,487,500    1.0
Insurance                        150,000     Torchmark Corp.                              6,152,112        6,393,750    1.7
                                                                                       ------------     ------------  ------
                                                                                         22,142,430       21,143,750    5.8
Developing Foreign Economics

Telecommunications             3,000,000     CPT Telefonica Del Peru Pacifico S.A.        5,895,366        6,519,090    1.8
Building Materials               225,065     Cementos Norte Pacasmayo S.A.                  472,072          396,743    0.1
Telecommunications             3,116,412     Champion Technology Holdings Ltd.            1,011,255          358,681    0.1
Food & Beverage                  500,000   ++Consorcio Alimentos Fabril Pacifico S.A.       617,247          647,847    0.2
Telecommunications                   450     Korea Mobile Telecommunication Corp.           533,107          609,282    0.2
Specialty Services             1,000,000     National Mutual Asia Ltd.                      940,132          801,780    0.2
Building Materials               300,000   ++Royal Plastic Group Ltd.                     2,686,550        4,366,812    1.2
Electronics                       25,384     Samsung Electronics Company (GDR)** (a)      2,600,629        1,297,757    0.3
Electronics                        7,650     Samsung Electronics Company (New
                                             Shares) (GDR)** (a)                            679,371          306,000    0.1
                                                                                       ------------     ------------  ------
                                                                                         15,435,729       15,303,992    4.2
Future Retailing

Specialty Retail                 134,750   ++CUC International, Inc. (b)                  3,694,503        4,682,563    1.3
Specialty Retail                  73,000   ++Harvey Nichols PLC                             297,621          359,773    0.1
Specialty Retail                 100,000   ++Oakley, Inc.                                 4,725,175        3,387,500    0.9
Specialty Retail                 288,900   ++OfficeMax, Inc.                              2,872,100        3,827,925    1.1
Specialty Retail                  94,500   ++Party City Corporation                       1,415,500        1,937,250    0.5
                                                                                       ------------     ------------  ------
                                                                                         13,004,899       14,195,011    3.9
Global Market Expansion

Cosmetics                        174,400     Avon Products, Inc.                          6,259,222        7,673,600    2.1
Food & Beverage                  100,000     ConAgra Inc.                                 3,826,115        4,250,000    1.2
Machinery                         10,000     Kubota Corp. (ADR)*                          1,285,600        1,280,000    0.4
Machinery                         50,000     Makita Corp. (ADR)*                            796,875          762,500    0.2
Food & Beverage                  160,000     PepsiCo, Inc.                                2,644,800        5,060,000    1.4
Electronics                      200,000     Philips Electronics N.V. (ADR)*              8,214,486        6,625,000    1.8
Household Products                50,000     The Procter & Gamble Company                 4,593,926        4,468,750    1.2
Transportation                   300,000   ++Tranz Rail Holdings, Ltd. (ADR)*             4,071,663        4,012,500    1.1
                                                                                       ------------     ------------  ------
                                                                                         31,692,687       34,132,350    9.4
Healthcare Cost Containment

Pharmaceuticals                   50,000     Astra AB (ADR)*                              1,781,250        2,112,500    0.6
Medical Devices                  100,000   ++Boston Scientific Corp.                      4,133,851        4,775,000    1.3
Pharmaceuticals                  100,000     Bristol-Myers Squibb Co.                     7,907,000        8,662,500    2.4
Pharmaceuticals                  100,000     Lilly (Eli) and Company                      4,572,100        5,600,000    1.5
Pharmaceuticals                  100,900     Merck & Co., Inc.                            4,001,062        6,482,825    1.8
</TABLE>
<PAGE>

<TABLE>
SCHEDULE OF INVESTMENTS (continued)
<CAPTION>
                                  Shares                                                                   Value    Percent of
Concept Tomorrow                   Held                     Stocks                         Cost          (Note 1a)  Net Assets
<S>                              <C>       <S>                                         <C>              <C>           <C>
Healthcare Cost Containment (concluded)

Information Services             108,500   ++Phamis, Inc.                              $  2,050,565     $  1,993,688    0.5%
Information Services             100,000   ++Physician Computer Network, Inc.             1,020,500        1,000,000    0.3
Pharmaceuticals                   50,000     Sandoz AG (ADR)*                             1,942,188        2,800,000    0.8
Pharmaceuticals                  274,400     Schering-Plough Corp.                        3,180,566       15,126,300    4.2
Pharmaceuticals                  100,000   ++Sequus Pharmaceuticals, Inc.                 1,734,998        1,450,000    0.4
Medical Devices                  100,000     United States Surgical Corp.                 6,799,013        3,425,000    0.9
Medical Services                 100,000   ++Vencor, Inc.                                 3,194,630        2,737,500    0.7
                                                                                       ------------     ------------  ------
                                                                                         42,317,723       56,165,313   15.4
Industrial Outsourcing

Specialty Services                 5,000     ADIA S.A.                                    1,159,631        1,227,455    0.3
Specialty Services               100,000     Greenwich Air Services Inc. (Class A)        1,113,428        2,375,000    0.7
Specialty Services               100,000     Greenwich Air Services Inc. (Class B)        1,165,198        1,675,000    0.5
Office Systems                   100,000   ++Indigo N.V. (ADR)*                           1,963,750          787,500    0.2
Specialty Services                39,228     National Data Corporation (c)                1,813,138        1,559,313    0.4
Specialty Services               150,000     Olsten Corp.                                 3,190,200        3,975,000    1.1
                                                                                       ------------     ------------  ------
                                                                                         10,405,345       11,599,268    3.2
Industrial Renaissance

Automotive                       129,580     Chrysler Corp.                               2,560,540        3,676,833    1.0
Transportation                    75,000     Delta Air Lines, Inc.                        5,782,613        5,240,625    1.5
Automotive                       100,000     Ford Motor Co.                               2,295,190        3,250,000    0.9
Automotive                       100,000     General Motors Corp.                         4,190,900        4,875,000    1.3
Information Systems              100,000     International Business Machines Corp.        5,658,500       10,787,500    3.0
Oil Refining                     100,000     Tosco Corp.                                  5,003,903        4,887,500    1.3
                                                                                       ------------     ------------  ------
                                                                                         25,491,646       32,717,458    9.0
Multimedia

Wireless Cable Television         50,000   ++CAI Wireless Systems, Inc.                     499,166          350,000    0.1
Broadcasting Services            150,000     Carlton Communications PLC (ADR)*            5,123,125        5,418,750    1.5
Information Services             400,000   ++OzEmail, Ltd. (ADR)*                         4,632,341        3,000,000    0.8
Components                        50,000   ++Toolex-Alpha N.V. (NY Registered Shares)     1,050,000        1,112,500    0.3
Broadcasting Services             97,900   ++Viacom, Inc. (Class B)                       3,795,924        3,426,500    1.0
Publishing Services              300,000   ++World Color Press Inc.                       5,906,000        6,600,000    1.8
                                                                                       ------------     ------------  ------
                                                                                         21,006,556       19,907,750    5.5
Next Generation Technology
<PAGE>
Electronics                      204,000   ++Affinity Technology Group, Inc.              2,105,625        1,377,000    0.4
Semiconductors                   182,600   ++Gasonics International Corp.                 2,303,368        1,323,850    0.4
Telecommunications               150,000   ++Geotek Communications, Inc.                  1,366,468        1,462,500    0.4
Pollution Technology             300,000   ++Molten Metal Technology, Inc.                5,221,520        8,250,000    2.3
Medical Devices                   70,000   ++Neuromedical Systems Inc.                    1,050,000          997,500    0.3
Environmental Equipment           79,600   ++Thermo Ecotek Corp.                          1,281,614        1,651,700    0.4
Multi-Industry                   155,000     Thermo Electron Corp.                        2,617,778        5,793,125    1.6
Medical Devices                  100,000   ++ThermoLase Corp.                             2,525,000        2,225,000    0.6
Medical Devices                  100,000   ++ThermoSpectra Corp.                          1,547,300        1,450,000    0.4
Medical Devices                  100,000   ++Thermotrex Corp.                             1,586,723        3,500,000    0.9
Electronics                      150,000   ++Whittaker Corp.                              2,966,998        2,156,250    0.6
                                                                                       ------------     ------------  ------
                                                                                         24,572,394       30,186,925    8.3
</TABLE>


<TABLE>
SCHEDULE OF INVESTMENTS (concluded)
<CAPTION>
                                  Shares                                                                   Value    Percent of
Concept Tomorrow                   Held                     Stocks                         Cost          (Note 1a)  Net Assets
<S>                              <C>       <S>                                         <C>              <C>           <C>
Strategic Growth Opportunities

Pharmaceuticals                  100,000     American Home Products Corp.              $  3,875,049     $  5,675,000    1.6%
Leisure & Entertainment          100,000   ++Galoob (Lewis) Toys, Inc.                    1,385,890        2,537,500    0.7
Specialty Services               100,000     Household International, Inc.                6,712,565        7,450,000    2.0
Leisure & Entertainment          125,000     Mattel, Inc.                                 2,232,740        3,093,750    0.9
                                                                                       ------------     ------------  ------
                                                                                         14,206,244       18,756,250    5.2
Telecommunications

Components                       100,000   ++Andrew Corp.                                 2,973,417        4,050,000    1.1
Telecommunications               200,000   ++Boston Technology, Inc.                      2,967,630        2,700,000    0.7
Wireless Cable Television        150,000   ++CellularVision USA, Inc.                     2,270,000        1,481,250    0.4
Telecommunications               250,000   ++Inter-Tel Inc.                               3,075,112        4,250,000    1.2
Wireless Communication           110,000   ++InterCel, Inc.                               1,815,000        1,925,000    0.5
Telecommunications               150,000     MCI Communications Corp.                     3,895,310        3,675,000    1.0
Telecommunications               200,000   ++MFS Communications Co., Inc.                 2,536,850        6,300,000    1.7
Paging Services                  305,000   ++Metrocall, Inc.                              4,988,845        2,745,000    0.8
Components                       349,400     Nokia Corp. AB (ADR)*                       12,108,398       12,316,350    3.4
Wireless Communication           200,000   ++Palmer Wireless, Inc.                        2,984,487        3,425,000    0.9
Telecommunications               150,000     Portugal Telecom S.A. (ADR)*                 3,514,576        3,843,750    1.1
Telecommunications               100,000     Vodafone Group PLC (ADR)*                    3,643,500        3,575,000    1.0
Wireless Communication            45,000   ++Western Wireless Corp. (Class A)             1,057,500          697,500    0.2
                                                                                       ------------     ------------  ------
                                                                                         47,830,625       50,983,850   14.0

                                             Total Stocks                               284,702,956      320,354,417   88.1

<PAGE>
                                   Face
                                  Amount               Short-Term Securities

Commercial                  $ 10,000,000     CSW Credit, Inc., 5.40% due 9/04/1996        9,949,000        9,949,000    2.8
Paper***                       8,500,000     Ciesco L.P., 5.32% due 9/12/1996             8,447,243        8,447,243    2.3
                              12,070,000     General Electric Capital Corp., 5.72%
                                             due 8/01/1996                               12,070,000       12,070,000    3.3
                               7,000,000     Southwestern Bell Capital Corp., 5.42%
                                             due 9/06/1996                                6,962,060        6,962,060    1.9

                                             Total Short-Term Securities                 37,428,303       37,428,303   10.3

Total Investments                                                                      $322,131,259      357,782,720   98.4
                                                                                       ============
Other Assets Less Liabilities                                                                              5,919,817    1.6
                                                                                                        ------------  ------
Net Assets                                                                                              $363,702,537  100.0%
                                                                                                        ============  ======

<FN>
  *American Depositary Receipts (ADR).
 **Global Depositary Receipts (GDR).
***Commercial Paper is traded on a discount basis; the interest
   rates shown are the discount rates paid at the time of purchase by
   the Fund.
 ++Non-income producing security.
(a)Restricted securities as to resale. The value of the Fund's
   investment in restricted securities was approximately $1,604,000,
   representing 0.4% of net assets.

                               Acquisition                           Value
   Issue                          Dates             Cost           (Note 1a)

   Samsung Electronics          7/26/1995-
     Company (GDR)              7/27/1995       $2,600,629        $1,297,757
   Samsung Electronics Company  7/26/1995-
     (New Shares) (GDR)         7/27/1995          679,371           306,000

   Total                                        $3,280,000        $1,603,757
                                                ==========        ==========

(b)Formerly Sierra On-Line, Inc.
(c)Formerly CIS Technologies, Inc.

   See Notes to Financial Statements.
</TABLE>


<PAGE>
FINANCIAL INFORMATION

<TABLE>
Statement of Assets and Liabilities as of July 31, 1996
<S>                 <S>                                                                    <C>              <C>
Assets:             Investments, at value (identified cost--$322,131,259) (Note 1a)                         $357,782,720
                    Cash                                                                                              78
                    Receivables:
                      Securities sold                                                      $  7,911,006
                      Dividends                                                                 502,380
                      Capital shares sold                                                       231,698        8,645,084
                                                                                           ------------
                    Prepaid registration fees and other assets (Note 1f)                                          30,541
                                                                                                            ------------
                    Total assets                                                                             366,458,423
                                                                                                            ------------

Liabilities:        Payables:
                      Securities purchased                                                    1,563,421
                      Capital shares redeemed                                                   552,631
                      Investment adviser (Note 2)                                               219,089
                      Distributor (Note 2)                                                      151,958        2,487,099
                                                                                           ------------
                    Accrued expenses and other liabilities                                                       268,787
                                                                                                            ------------
                    Total liabilities                                                                          2,755,886
                                                                                                            ------------

Net Assets:         Net assets                                                                              $363,702,537
                                                                                                            ============

Net Assets          Class A Shares of Common Stock, $0.10 par value, 100,000,000
Consist of:         shares authorized                                                                       $    231,487
                    Class B Shares of Common Stock, $0.10 par value, 100,000,000
                    shares authorized                                                                            654,599
                    Class C Shares of Common Stock, $0.10 par value, 100,000,000
                    shares authorized                                                                             45,949
                    Class D Shares of Common Stock, $0.10 par value, 100,000,000
                    shares authorized                                                                          1,340,960
                    Paid-in capital in excess of par                                                         288,344,330
                    Undistributed investment income--net                                                         305,510
                    Undistributed realized capital gains on investments and foreign
                    currency transactions--net                                                                37,129,284
                    Unrealized appreciation on investments and foreign currency
                    transactions--net                                                                         35,650,418
                                                                                                            ------------
                    Net assets                                                                              $363,702,537
                                                                                                            ============
<PAGE>
Net Asset Value:    Class A--Based on net assets of $37,542,592 and 2,314,867
                    shares outstanding                                                                      $      16.22
                                                                                                            ============
                    Class B--Based on net assets of $102,570,961 and 6,545,991
                    shares outstanding                                                                      $      15.67
                                                                                                            ============
                    Class C--Based on net assets of $7,163,436 and 459,489
                    shares outstanding                                                                      $      15.59
                                                                                                            ============
                    Class D--Based on net assets of $216,425,548 and 13,409,601
                    shares outstanding                                                                      $      16.14
                                                                                                            ============

                    See Notes to Financial Statements.
</TABLE>


FINANCIAL INFORMATION (continued)

<TABLE>
Statement of Operations for the Six Months Ended July 31, 1996
<S>                 <S>                                                                    <C>              <C>
Investment          Dividends (net of $74,784 foreign withholding tax)                                      $  2,158,376
Income              Interest and discount earned                                                                 992,040
(Notes 1d & 1e):    Other income                                                                                     659
                                                                                                            ------------
                    Total income                                                                               3,151,075
                                                                                                            ------------

Expenses:           Investment advisory fees (Note 2)                                      $  1,241,618
                    Account maintenance and distribution fees--Class B (Note 2)                 541,551
                    Account maintenance fees--Class D (Note 2)                                  288,856
                    Transfer agent fees--Class D (Note 2)                                       275,913
                    Transfer agent fees--Class B (Note 2)                                       159,163
                    Printing and shareholder reports                                             84,289
                    Custodian fees                                                               59,118
                    Transfer agent fees--Class A (Note 2)                                        42,693
                    Account maintenance and distribution fees--Class C (Note 2)                  34,720
                    Registration fees (Note 1f)                                                  33,663
                    Professional fees                                                            31,928
                    Accounting services (Note 2)                                                 28,757
                    Transfer agent fees--Class C (Note 2)                                        10,803
                    Directors' fees and expenses                                                  4,153
                    Pricing fees                                                                    738
                    Other                                                                         7,602
                                                                                           ------------
                    Total expenses                                                                             2,845,565
                                                                                                            ------------
                    Investment income--net                                                                       305,510
                                                                                                            ------------
<PAGE>
Realized &          Realized gain (loss) from:
Unrealized Gain       Investments--net                                                       37,315,860
(Loss) on             Foreign currency transactions--net                                         (4,466)      37,311,394
Investments &                                                                              ------------
Foreign Currency    Change in unrealized appreciation/depreciation on:
Transactions--Net     Investments--net                                                      (36,794,320)
(Notes 1b, 1c,        Foreign currency transactions--net                                         (1,043)     (36,795,363)
1e & 3):                                                                                   ------------     ------------
                    Net realized and unrealized gain on investments and foreign
                    currency transactions                                                                        516,031
                                                                                                            ------------
                    Net Increase in Net Assets Resulting from Operations                                    $    821,541
                                                                                                            ============

                    See Notes to Financial Statements.
</TABLE>


FINANCIAL INFORMATION (continued)

<TABLE>
Statements of Changes in Net Assets
<CAPTION>
                                                                                            For the Six      For the
                                                                                           Months Ended     Year Ended
Increase (Decrease) in Net Assets:                                                        July 31, 1996    Jan. 31, 1996
<S>                 <S>                                                                    <C>              <C>
Operations:         Investment gain (loss)--net                                            $    305,510     $    (46,108)
                    Realized gain on investments and foreign currency transactions
                    --net                                                                    37,311,394       24,540,178
                    Change in unrealized appreciation/depreciation on investments
                    and foreign currency transactions--net                                  (36,795,363)      57,218,059
                                                                                           ------------     ------------
                    Net increase in net assets resulting from operations                        821,541       81,712,129
                                                                                           ------------     ------------

Distributions to    Realized gain on investments--net:
Shareholders          Class A                                                                  (246,479)      (2,188,438)
(Note 1g):            Class B                                                                  (715,349)      (9,550,391)
                      Class C                                                                   (51,103)        (338,854)
                      Class D                                                                (1,473,271)     (20,640,116)
                                                                                           ------------     ------------
                    Net decrease in net assets resulting from distributions to
                    shareholders                                                             (2,486,202)     (32,717,799)
                                                                                           ------------     ------------

Capital Share       Net increase (decrease) in net assets derived from capital
Transactions        share transactions                                                      (15,395,517)      46,890,051
(Note 4):                                                                                  ------------     ------------
<PAGE>

Net Assets:         Total increase (decrease) in net assets                                 (17,060,178)      95,884,381
                    Beginning of period                                                     380,762,715      284,878,334
                                                                                           ------------     ------------
                    End of period*                                                         $363,702,537     $380,762,715
                                                                                           ============     ============
                   <FN>
                   *Undistributed investment income--net                                   $    305,510               --
                                                                                           ============     ============

                    See Notes to Financial Statements.
</TABLE>


FINANCIAL INFORMATION (continued)

<TABLE>
Financial Highlights
<CAPTION>
                                                                                            Class A
                                                                        For the
The following per share data and ratios have been derived              Six Months
from information provided in the financial statements.                   Ended
                                                                        July 31,      For the Year Ended January 31,
Increase (Decrease) in Net Asset Value:                                 1996++     1996++    1995++    1994       1993
<S>                 <S>                                                <C>        <C>       <C>       <C>        <C>
Per Share           Net asset value, beginning of period               $ 16.26    $ 13.55   $ 16.39   $ 16.29    $ 16.84
Operating                                                              -------    -------   -------   -------    -------
Performance:        Investment income--net                                 .05        .07       .09       .15        .25
                    Realized and unrealized gain (loss) on
                    investments and foreign currency
                    transactions--net                                      .02       4.19     (1.97)     2.18        .49
                                                                       -------    -------   -------   -------    -------
                    Total from investment operations                       .07       4.26     (1.88)     2.33        .74
                                                                       -------    -------   -------   -------    -------
                    Less dividends and distributions:
                      Investment income--net                                --         --        --        --       (.23)
                      Realized gain on investments--net                   (.11)     (1.55)     (.96)    (2.23)     (1.06)
                                                                       -------    -------   -------   -------    -------
                    Total dividends and distributions                     (.11)     (1.55)     (.96)    (2.23)     (1.29)
                                                                       -------    -------   -------   -------    -------
                    Net asset value, end of period                     $ 16.22    $ 16.26   $ 13.55   $ 16.39    $ 16.29
                                                                       =======    =======   =======   =======    =======

Total Investment    Based on net asset value per share                    .38%+++  31.82%   (11.23%)   15.78%      4.79%
Return:**                                                              =======    =======   =======   =======    =======
<PAGE>
Ratios to Average   Expenses                                             1.02%*     1.07%      .98%      .88%       .90%
Net Assets:                                                            =======    =======   =======   =======    =======
                    Investment income--net                                .63%*      .44%      .59%      .95%      1.35%
                                                                       =======    =======   =======   =======    =======

Supplemental        Net assets, end of period (in thousands)           $37,543    $34,231   $ 8,665   $10,942    $11,394
Data:                                                                  =======    =======   =======   =======    =======
                    Portfolio turnover                                  25.26%     67.38%    45.86%    48.63%     40.58%
                                                                       =======    =======   =======   =======    =======
                    Average commission rate paid+++++                  $ .0383         --        --        --         --
                                                                       =======    =======   =======   =======    =======

               <FN>
                   *Annualized.
                  **Total investment returns exclude the effects of sales loads.
                  ++Based on average shares outstanding during the period.
                 +++Aggregate total investment return.
               +++++For fiscal years beginning on or after September 30, 1995, the
                    Fund is required to disclose its average commission
                    rate per share for purchases and sales of equity securities.

                    See Notes to Financial Statements.
</TABLE>


FINANCIAL INFORMATION (continued)

<TABLE>
Financial Highlights (continued)
<CAPTION>
                                                                                            Class B
                                                                       For the
The following per share data and ratios have been derived             Six Months
from information provided in the financial statements.                  Ended
                                                                       July 31,        For the Year Ended January 31,
Increase (Decrease) in Net Asset Value:                                 1996++     1996++    1995++     1994       1993
<S>                 <S>                                               <C>        <C>       <C>       <C>        <C>
Per Share           Net asset value, beginning of period              $  15.79   $  13.33  $  16.30  $  16.28   $  16.82
Operating                                                             --------   --------  --------  --------   --------
Performance:        Investment income (loss)--net                         (.03)      (.08)     (.06)     (.01)       .06
                    Realized and unrealized gain (loss) o
                    investments and foreign currency
                    transactions--net                                      .02       4.09     (1.96)     2.17        .52
                                                                      --------   --------  --------  --------   --------
                    Total from investment operations                      (.01)      4.01     (2.02)     2.16        .58
                                                                      --------   --------  --------  --------   --------
                    Less dividends and distributions:
                      Investment income--net                                --         --        --        --       (.06)
                      Realized gain on investments--net                   (.11)     (1.55)     (.95)    (2.14)     (1.06)
                                                                      --------   --------  --------  --------   --------
                    Total dividends and distributions                     (.11)     (1.55)     (.95)    (2.14)     (1.12)
                                                                      --------   --------  --------  --------   --------
                    Net asset value, end of period                    $  15.67   $  15.79  $  13.33  $  16.30   $  16.28
                                                                      ========   ========  ========  ========   ========
<PAGE>
Total Investment    Based on net asset value per share                   (.12%)+++ 30.43%   (12.22%)   14.60%      3.75%
Return:**                                                             ========   ========  ========  ========   ========

Ratios to Average   Expenses                                             2.07%*     2.13%     1.99%     1.91%      1.92%
Net Assets:                                                           ========   ========  ========  ========   ========
                    Investment income(loss)--net                         (.42%)*    (.55%)    (.38%)    (.07%)      .36%
                                                                      ========   ========  ========  ========   ========

Supplemental        Net assets, end of period (in thousands)          $102,571   $112,239  $119,186  $396,424   $447,186
Data:                                                                 ========   ========  ========  ========   ========
                    Portfolio turnover                                  25.26%     67.38%    45.86%    48.63%     40.58%
                                                                      ========   ========  ========  ========   ========
                    Average commission rate paid+++++                 $  .0383         --        --        --         --
                                                                      ========   ========  ========  ========   ========

               <FN>
                   *Annualized.
                  **Total investment returns exclude the effects of sales loads.
                  ++Based on average shares outstanding during the period.
                 +++Aggregate total investment return.
               +++++For fiscal years beginning on or after September 30, 1995, the
                    Fund is required to disclose its average commission
                    rate per share for purchases and sales of equity securities.

                    See Notes to Financial Statements.
</TABLE>


FINANCIAL INFORMATION (concluded)

<TABLE>
Financial Highlights (concluded)
<CAPTION>
                                                                        Class C++++                   Class D++++
                                                             For the               For the  For the             For the
                                                               Six                  Period    Six                Period
The following per share data and ratios have been derived     Months    For the    Oct. 21,  Months   For the    Oct. 21,
from information provided in the financial statements.        Ended   Year Ended  1994++ to  Ended  Year Ended  1994++ to
                                                             July 31,   Jan. 31,   Jan. 31, July 31,  Jan. 31,   Jan. 31,
Increase (Decrease) in Net Asset Value:                        1996       1996       1995     1996      1996       1995
<S>                 <S>                                    <C>        <C>        <C>       <C>       <C>        <C>       
Per Share           Net asset value, beginning of period   $  15.71   $  13.28   $  14.08  $  16.20  $  13.54   $  14.26
Operating                                                  --------   --------   --------  --------  --------   --------
Performance:        Investment income(loss)--net               (.04)      (.10)      (.04)      .03       .03       (.01)
                    Realized and unrealized gain (loss)
                    on investments and foreign
                    currency transactions--net                  .03       4.08       (.54)      .02      4.18       (.49)
                                                           --------   --------   --------  --------  --------   --------
                    Total from investment operations           (.01)      3.98       (.58)      .05      4.21       (.50)
                                                           --------   --------   --------  --------  --------   --------
                    Less distributions from realized
                    gain on investments--net                   (.11)     (1.55)      (.22)     (.11)    (1.55)      (.22)
                                                           --------   --------   --------  --------  --------   --------
                    Net asset value, end of period         $  15.59   $  15.71   $  13.28  $  16.14  $  16.20   $  13.54
                                                           ========   ========   ========  ========  ========   ========
<PAGE>
Total Investment    Based on net asset value per share        (.12%)+++ 30.32%     (4.12%)+++  .26%+++ 31.47%     (3.50%)+++
Return:**                                                  ========   ========   ========  ========  ========   ========

Ratios to Average   Expenses                                  2.09%*     2.14%      2.26%*    1.27%*    1.33%      1.43%*
Net Assets:                                                ========   ========   ========  ========  ========   ========
                    Investment  income (loss)--net            (.44%)*    (.67%)     (.87%)*    .38%*     .22%      (.23%)*
                                                           ========   ========   ========  ========  ========   ========

Supplemental        Net assets, end of period
Data:               (in thousands)                         $  7,163   $  6,385   $     80  $216,426  $227,908   $156,947
                                                           ========   ========   ========  ========  ========   ========
                    Portfolio turnover                       25.26%     67.38%     45.86%    25.26%    67.38%     45.86%
                                                           ========   ========   ========  ========  ========   ========
                    Average commissions rate paid+++++     $  .0383         --         --  $  .0383        --         --
                                                           ========   ========   ========  ========  ========   ========

               <FN>
                   *Annualized.
                  **Total investment returns exclude the effects of sales loads.
                  ++Commencement of Operations.
                ++++Based on average shares outstanding during the period.
                 +++Aggregate total investment return.
               +++++For fiscal years beginning on or after September 1, 1995, the
                    Fund is required to disclose its average commission rate per share
                    for purchases and sales of equity securities.

                    See Notes to Financial Statements.
</TABLE>


NOTES TO FINANCIAL STATEMENTS


1. Significant Accounting Policies:
Merrill Lynch Fund For Tomorrow, Inc. (the "Fund") is registered
under the Investment Company Act of 1940 as a diversified, open-end
management investment company. These unaudited financial statements
reflect all adjustments which are, in the opinion of management,
necessary to a fair statement of the results for the interim period
presented. All such adjustments are of a normal recurring nature.
The Fund offers four classes of shares under the Merrill Lynch
Select Pricing SM System. Shares of Class A and Class D are sold
with a front-end sales charge. Shares of Class B and Class C may be
subject to a contingent deferred sales charge. All classes of shares
have identical voting, dividend, liquidation and other rights and
the same terms and conditions, except that Class B, Class C and
Class D Shares bear certain expenses related to the account
maintenance of such shares, and Class B and Class C Shares also bear
certain expenses related to the distri-bution of such shares. Each
class has exclusive voting rights with respect to matters relating
to its account maintenance and distribution expenditures. The
following is a summary of significant accounting policies followed
by the Fund.
<PAGE>
(a) Valuation of investments--Portfolio securities which are traded
on stock exchanges are valued at the last sale price on the exchange
on which such securities are traded, as of the close of business on
the day the securities are being valued or, lacking any sales, at
the last available bid price. Securities traded in the over-the-
counter market are valued at the last available bid price prior to
the time of valuation. In cases where securities are traded on more
than one exchange, the securities are valued on the exchange
designated by or under the authority of the Board of Directors as
the primary market. Securities which are traded both in the over-the-
counter market and on a stock exchange are valued according to the
broadest and most representative market. Options written are valued
at the last sale price in the case of exchange-traded options or, in
the case of options traded in the over-the-counter market, the last
asked price. Short-term securities are valued at amortized cost,
which approximates market value. Other investments, including
futures contracts and related options, are stated at market value.
Securities and assets for which market value quotations are not
available are valued at their fair value as determined in good faith
by or under the direction of the Fund's Board of Directors.

(b) Derivative financial instruments--The Fund may engage in various
portfolio strategies to seek to increase its return by hedging its
portfolio against adverse movements in the equity, debt and currency
markets. Losses may arise due to changes in the value of the
contract or if the counterparty does not perform under the contract.

* Options--The Fund is authorized to write covered call options.
When the Fund writes an option, an amount equal to the premium
received by the Fund is reflected as an asset and an equivalent
liability. The amount of the liability is subsequently marked to
market to reflect the current market value of the option written.
When a security is sold through an exercise of an option, the
related premium received is deducted from the basis of the security
sold. When an option expires (or the Fund enters into a closing
transaction), the Fund realizes a gain or loss on the option to the
extent of the premium received (or gain or loss to the extent of the
cost of the closing transaction exceeds the premium received).

Written options are non-income producing investments.

(c) Foreign currency transactions--Transactions denominated in
foreign currencies are recorded at the exchange rate prevailing when
recognized. Assets and liabilities denominated in foreign currencies
are valued at the exchange rate at the end of the period. Foreign
currency transactions are the result of settling (realized) or
valuing (unrealized) assets or liabilities expressed in foreign
currencies into US dollars. Realized and unrealized gains or losses
from investments include the effects of foreign exchange rates on
investments.
<PAGE>
(d) Income taxes--It is the Fund's policy to comply with the
requirements of the Internal Revenue Code applicable to regulated
investment companies and to distribute substantially all of its
taxable income to its shareholders. Therefore, no Federal income tax
provision is required. Under the applicable foreign tax law, a
withholding tax may be imposed on interest, dividends and capital
gains at various rates.

(e) Security transactions and investment income--Security
transactions are recorded on the dates the transactions are entered
into (the trade dates). Dividend income is recorded on the ex-
dividend date except that if the ex-dividend date has passed,
certain dividends from foreign securities are recorded as soon as
the Fund is informed of the ex-dividend date. Interest income
(including amortization of discount) is recognized on the accrual
basis. Realized gains and losses on security transactions are
determined on the identified cost basis.

(f) Prepaid registration fees--Prepaid registration fees are charged
to expense as the related shares are issued.

(g) Dividends and distributions to shareholders--Dividends and
distributions paid by the Fund are recorded on the ex-dividend
dates.

2. Investment Advisory Agreement and
Transactions with Affiliates:
The Fund has entered into an Investment Advisory Agreement with
Merrill Lynch Asset Management, L.P. ("MLAM"). The general partner
of MLAM is Princeton Services, Inc. ("PSI"), an indirect wholly-
owned subsidiary of Merrill Lynch & Co., Inc. ("ML & Co."), which is
the general partner. The Fund has also entered into a Distribution
Agreement and Distribution Plans with Merrill Lynch Funds
Distributor, Inc. ("MLFD" or "Distributor"), a wholly-owned
subsidiary of Merrill Lynch Group, Inc.
<PAGE>
MLAM is responsible for the management of the Fund's portfolio and
provides the necessary personnel, facilities, equipment and certain
other services necessary to the operations of the Fund. For such
services, the Fund pays a monthly fee based upon the average daily
value of the Fund's net assets at the following annual rates: 0.65%
of the average daily net assets not exceeding $750 million; 0.60% of
the average daily net assets exceeding $750 million but not
exceeding $1 billion, and 0.55% of the average daily net assets
exceeding $1 billion. The Investment Advisory Agreement obligates
MLAM to reimburse the Fund to the extent the Fund's expenses
(excluding interest, taxes, distribution fees, brokerage fees and
commissions, and extraordinary items) exceed 2.5% of the Fund's
first $30 million of average daily net assets, 2.0% of the next $70
million of average daily net assets, and 1.5% of the average daily
net assets in excess thereof. No fee payment will be made to MLAM
which would result in Fund expenses exceeding, on a cumulative
annualized basis, the most restrictive applicable expense limitation
in effect at the time of such payment.

Pursuant to the distribution plans (the "Distribution Plans")
adopted by the Fund in accordance with Rule 12b-1 under the
Investment Company Act of 1940, the Fund pays the Distributor
ongoing account maintenance and distribution fees. The fees are
accrued daily and paid monthly at annual rates based upon the
average daily net assets of the shares as follows:

                                          Account
                                        Maintenance    Distribution
                                            Fee            Fee

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

Pursuant to a sub-agreement with the Distributor, Merrill Lynch,
Pierce, Fenner & Smith Inc. ("MLPF&S"), a subsidiary of ML & Co.,
also provides account maintenance and distribution services to the
Fund.

The ongoing account maintenance fee compensates the Distributor and
MLPF&S for providing account maintenance services to Class B, Class
C and Class D shareholders. The ongoing distribution fee compensates
the Distributor and MLPF&S for providing shareholder and
distribution-related services to Class B and Class C shareholders.
<PAGE>
For the six months ended July 31, 1996, MLFD earned underwriting
discounts and direct commissions and MLPF&S earned dealer
concessions on sales of the Fund's Class A and Class D Shares as
follows:

                                         MLFD         MLPF&S

Class A                                $  513        $ 6,119
Class D                                $1,756        $26,302

For the six months ended July 31, 1996, MLPF&S also received
contingent deferred sales charges of $59,112 and $2,882 relating to
transactions in Class B and C Shares, respectively.

In addition, MLPF&S received $1,578 in commissions on the execution
of portfolio security transactions for the Fund for the six months
ended July 31, 1996.

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

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

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


NOTES TO FINANCIAL STATEMENTS (concluded)


3. Investments:
Purchases and sales of investments, excluding short-term securities,
for the six months ended July 31, 1996 were $87,410,817 and
$109,261,620, respectively.

Net realized and unrealized gains (losses) as of July 31, 1996 were
as follows:


                                     Realized     Unrealized
                                 Gains (Losses) Gains (Losses)

Long-term investments             $37,314,885   $ 35,651,461
Short-term investments                    975             --
Foreign currency transactions          (4,466)        (1,043)
                                  -----------   ------------
Total                             $37,311,394   $ 35,650,418
                                  ===========   ============
<PAGE>
As of July 31, 1996, net unrealized appreciation for Federal income
tax purposes aggregated $35,651,461, of which $62,612,974 related to
appreciated securities and $26,961,513 related to depreciated
securities. The aggregate cost of investments at July 31, 1996 for
Federal income tax purposes was $322,131,259.

4. Capital Share Transactions:
Net increase (decrease) in net assets derived from capital share
transactions was $(15,395,517) and $46,890,051 for the six months
ended July 31, 1996 and the year ended January 31, 1996,
respectively.

Transactions in capital shares for each class were as follows:


Class A Shares for the Six                          Dollar
Months Ended July 31, 1996            Shares        Amount

Shares sold                           644,174  $  10,997,572
Shares issued to shareholders
in reinvestment of
distributions                          13,632        237,606
                                -------------  -------------
Total issued                          657,806     11,235,178
Shares redeemed                      (448,596)    (7,501,620)
                                -------------  -------------
Net increase                          209,210  $   3,733,558
                                =============  =============


Class A Shares for the Year                         Dollar
Ended January 31, 1996                Shares        Amount

Shares sold                         1,393,621  $  32,505,390
Shares issued to shareholders
in reinvestment of
distributions                         575,732        279,194
                                -------------  -------------
Total issued                        1,969,353     32,784,584
Shares redeemed                      (503,356)    (8,076,845)
                                -------------  -------------
Net increase                        1,465,997  $  24,707,739
                                =============  =============


Class B Shares for the
Six Months Ended                                    Dollar
July 31, 1996                         Shares        Amount
<PAGE>
Shares sold                           910,692  $  15,089,459
Shares issued to shareholders
in reinvestment of
distributions                          37,271        628,390
                                -------------  -------------

Total issued                          947,963     15,717,849
Automatic conversion of
shares                               (321,833)    (5,294,447)
Shares redeemed                    (1,187,361)   (19,394,040)
                                -------------  -------------
Net decrease                         (561,231) $  (8,970,638)
                                =============  =============


Class B Shares for the
Year Ended                                          Dollar
January 31, 1996                      Shares        Amount

Shares sold                         4,089,726  $  66,223,229
Shares issued to shareholders
in reinvestment of
distributions                         158,829      2,492,023
                                -------------  -------------
Total issued                        4,248,555     68,715,252
Automatic conversion of
shares                             (3,949,127)   (58,686,533)
Shares redeemed                    (2,131,722)   (32,142,062)
                                -------------  -------------
Net decrease                       (1,832,294) $ (22,113,343)
                                =============  =============


Class C Shares for the
Six Months Ended                                    Dollar
July 31, 1996                         Shares        Amount

Shares sold                           220,414  $   3,626,595
Shares issued to shareholders
in reinvestment of
distributions                           2,689         45,094
                                -------------  -------------
Total issued                          223,103      3,671,689
Shares redeemed                      (169,921)    (2,739,924)
                                -------------  -------------
Net increase                           53,182  $     931,765
                                =============  =============


Class C Shares for the
Year Ended                                          Dollar
January 31, 1996                      Shares        Amount
<PAGE>
Shares sold                           491,734  $   7,944,948
Shares issued to shareholders
in reinvestment of
distributions                             441          6,884
                                -------------  -------------
Total issued                          492,175      7,951,832
Shares redeemed                       (91,881)    (1,480,882)
                                -------------  -------------
Net increase                          400,294  $   6,470,950
                                =============  =============


Class D Shares for the Six Months                   Dollar
Ended July 31, 1996                   Shares        Amount

Shares sold                           188,915  $   3,207,550
Automatic conversion of
shares                                313,198      5,294,447
Shares issued to shareholders
in reinvestment of
distributions                          74,664      1,295,424
                                -------------  -------------
Total issued                          576,777      9,797,421
Shares redeemed                    (1,237,217)   (20,887,623)
                                -------------  -------------
Net decrease                         (660,440) $ (11,090,202)
                                =============  =============


Class D Shares for the Year                         Dollar
Ended January 31, 1996                Shares        Amount

Shares sold                           998,100  $  16,043,134
Automatic conversion of
shares                              3,879,032     58,686,533
Shares issued to shareholders
in reinvestment of
distributions                         399,482      6,391,707
                                -------------  -------------
Total issued                        5,276,614     81,121,374
Shares redeemed                    (2,800,501)   (43,296,669)
                                -------------  -------------
Net increase                        2,476,113  $  37,824,705
                                =============  =============
<PAGE>
5. Loaned Securities:
At July 31, 1996, the Fund held US Treasury Notes having an
aggregate value of approximately $3,813,000 as collateral for
portfolio securities loaned having a market value of approximately
$3,388,000.



PORTFOLIO INFORMATION


For the Quarter Ended July 31, 1996

                                     Percent of
Ten Largest Equity Holdings          Net Assets

Schering-Plough Corp.                    4.2%
Nokia Corp. AB (ADR)                     3.4
International Business Machines Corp.    3.0
Bristol-Myers Squibb Co.                 2.4
Molten Metal Technology, Inc.            2.3
COMPAQ Computer Corp.                    2.3
Avon Products, Inc.                      2.1
Household International, Inc.            2.0
Silicon Graphics, Inc.                   1.9
Philips Electronics N.V. (ADR)           1.8


 Additions

 ADIA S.A.
*Edify Corp.
*Excel Communications, Inc.
 HEALTHSOUTH Corp.
 Oakley, Inc.
*Open Market, Inc.
 OzEmail, Ltd. (ADR)
 Phamis, Inc.
 Physician Computer Network, Inc.
 Portugal Telecom S.A. (ADR)
 The Procter & Gamble Company
 Sequus Pharmaceuticals, Inc.
*Suburban Lodges of America, Inc.
 Toolex-Alpha N.V. (NY Registered Shares)
 Tosco Corp.
 Tranz Rail Holdings, Ltd. (ADR)
*Trex Medical Corp.
 Vencor, Inc.
 Viacom, Inc. (Class B)
 Vodafone Group PLC (ADR)
 Western Wireless Corp.
<PAGE>

 Deletions

 Apria Healthcare Group, Inc.
 Cementos Norte Pacasmayo S.A. (Labor Shares)
 Continental Circuits Corp.
 DSP Communications, Inc.
 Daisytek International Corp.
*Edify Corp.
*Excel Communications, Inc.
 FlightSafety International, Inc.
 Frontier Corp.
 Gucci Group N.V. (ADR)
 Minsur Sociedad Limitada S.A.
 The News Corp. Ltd. (ADR)
*Open Market, Inc.
 Pacific Telesis Group, Inc.
 Penske Motorsports, Inc.
 Promus Hotel Corporation
*Suburban Lodges of America, Inc.
 Thermo Sentron Inc.
 ThermoQuest Corp.
*Trex Medical Corp.

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






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