MERRILL LYNCH GLOBAL HOLDINGS INC
N-30D, 1997-01-24
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MERRILL LYNCH
GLOBAL
HOLDINGS, INC.








FUND LOGO








Annual Report

November 30, 1996




Officers and Directors
Arthur Zeikel, President and Director
Donald Cecil, Director
Edward H. Meyer, Director
Charles C. Reilly, Director
Richard R. West, Director
Edward D. Zinbarg, Director
Terry K. Glenn, Executive Vice President
Norman R. Harvey, Senior Vice President
Philip L. Kirstein, Senior Vice President
Donald C. Burke, Vice President
Edward F. Korff, Vice President and
  Portfolio Manager
Gerald M. Richard, Treasurer
Robert Harris, Secretary
<PAGE>
Custodian
The Chase Manhattan Bank, N.A.
Global Securities Services
4 Chase MetroTech Center, 18th Floor
Brooklyn, NY 11245

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 Company unless
accompanied or preceded by the Company'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
Global Holdings, Inc.
Box 9011
Princeton, NJ
08543-9011


Printed on post-consumer recycled paper



MERRILL LYNCH GLOBAL HOLDINGS, INC.


Worldwide 
Investments
As of 11/30/96

                                 Country of    Percent of
Ten Largest Equity Holdings      Origin        Net Assets
<PAGE>
Roche Holdings AG                Switzerland      1.5%
Intel Corp.                      United States    1.4
Enterprise Oil PLC               United Kingdom   1.3
British Petroleum Co. PLC        United Kingdom   1.2
Siebe PLC                        United Kingdom   1.2
Banco Bilbao Vizcaya S.A.        Spain            1.1
Baan Company N.V.                Netherlands      1.1
Sun Hung Kai Properties, Ltd.    Hong Kong        1.1
Next PLC                         United Kingdom   1.1
Tokyo Broadcasting System, Inc.  Japan            1.1


                                               Percent of
Ten Largest Industries                         Net Assets

Banking                                           8.8%
Multi-Industry                                    8.6
Telecommunications                                8.0
Merchandising                                     7.4
Electrical & Electronics                          6.7
Business & Public Services                        4.9
Broadcasting & Publishing                         4.7
Health & Personal Care                            4.6
Electronics/Components                            3.0
Energy                                            2.6


Important Tax
Information
(unaudited)

<TABLE>
The following information summarizes all per share distributions
paid by Merrill Lynch Global Holdings, Inc. (the "Fund") during its
taxable year ended November 30, 1996:
<CAPTION>
                                      Qualifying        Domestic      Foreign      Total    Foreign Taxes  Long-Term
                 Record    Payable     Domestic      Non-Qualifying   Source     Ordinary      Paid or      Capital
                  Date      Date    Ordinary Income Ordinary Income   Income      Income      Withheld       Gains
<S>             <S>       <S>          <C>             <C>           <C>         <C>          <C>          <C>
Class A Shares  12/14/95  12/22/95     $0.045402       $0.071658     $0.046641   $0.163701    $0.017052    $0.583582
Class B Shares  12/14/95  12/22/95     $0.045402       $0.071658     $0.046641   $0.163701    $0.017052    $0.583582
Class C Shares  12/14/95  12/22/95     $0.045402       $0.071658     $0.046641   $0.163701    $0.017052    $0.583582
Class D Shares  12/14/95  12/22/95     $0.045402       $0.071658     $0.046641   $0.163701    $0.017052    $0.583582

The qualifying domestic ordinary income qualifies for the dividends
received deduction for corporations.
<PAGE>
All of the foreign taxes paid or withheld represent taxes incurred
by the Fund on dividends received by the Fund from foreign sources.
Foreign taxes paid or withheld should be included in taxable income
with an offsetting deduction from gross income or as a credit for
taxes paid to foreign governments. You should consult your tax
adviser regarding the appropriate treatment of foreign taxes paid.

Please retain this information for your records.
</TABLE>



DEAR SHAREHOLDER


The volatility which has characterized the world's equity markets
persisted during the quarter ended November 30, 1996. The total
return of global markets overall, as measured by the unmanaged
Morgan Stanley Capital International (MSCI) World Stock Index, was
+10.44%, a significant improvement from the -1.99% return of the
three-month period ended August 31, 1996. For the quarter ended
November 30, 1996, total returns for the Fund's Class A, Class B,
Class C and Class D Shares were +7.77%, +7.46%, +7.46% and +7.66%,
respectively, underperforming the MSCI World Stock Index. (Results
shown do not reflect sales charges and would be lower if sales
charges were included. Complete performance data, including average
annual total returns, can be found on pages 7--10 of this report to
shareholders.) Once again, the results varied widely across
geographic regions. North American markets were particularly strong.
The unmanaged Morgan Stanley Capital International North America
Index gained 16.6%. By comparison, the Europe index was up 9.8%,
while the Far East index rose a scant 0.6%. Even within regions,
results were highly disparate. For example, in the Far East, Hong
Kong rose 20% while Japan declined 1.9%. In Europe, Sweden rose 16%
and Switzerland fell 1.9%. Obviously, the geographic allocation of
assets continued to be an important determinant of portfolio
returns.

One particularly interesting indication of the strength in the US
market is the fact that the Dow Jones Industrial Average gained
8.35% in the month of November. To put this in historical
perspective, the monthly return exceeded the annual return in 31 of
the past 70 years. This advance in the Dow Jones Industrial Average
(DJIA) is also illustrative of another ongoing market phenomenon.
Around the world, market breadth has deteriorated. Stated another
way, investors have increasingly concentrated their purchase
activity on fewer issues. Again, the US market provides an excellent
example. Over the six months ended November 30, 1996, the DJIA rose
16.91%. Over the same period, the unmanaged Russell 2000 Index of
small- to mid-capitalization stocks declined 2.14%. This narrowing
of focus has contributed to intramarket volatility.
<PAGE>
In previous shareholder reports, we have commented extensively on
the factors most responsible for increased equity market volatility.
They include economic and political considerations and massive money
flows. Our thesis that the world's economies have been in a period
of transition from slow to more rapid growth has proven to be valid.
Outside the United States, this has become increasingly clear. In
Europe, overall growth has accelerated, although at varying rates on
an individual country basis. Progress has been somewhat restricted
by the tight fiscal policies governments have adopted in order to
comply with Maastricht criteria for European Monetary Union.

In Asia, the economic situation remains mixed. The Japanese economic
recovery is still fragile, but has been aided significantly by the
positive impact on exports of a weak yen. However, domestic activity
is lackluster. In the People's Republic of China and Hong Kong,
there has been a well-defined reacceleration of growth. Elsewhere,
growth rates slowed as had been forecast, but remained at very
healthy levels relative to the rest of the world. A reacceleration
of economic growth is expected in 1997, as lower interest rates
foster better domestic growth and exports increase because of the
improving economies of many trade partners.

The US economy has likewise slowed over the course of 1996.
Unfortunately, the outlook is not as clear as in other geographic
regions. Most economic indicators signal a continuation of moderate
economic growth. However, there have been a few signs of
inflationary pressures in labor markets. These are being closely
monitored by the Federal Reserve Board. Should the Federal Reserve
Board choose to raise interest rates, economic growth prospects
would be negatively impacted and the stock market could be
vulnerable.

Political events around the globe have also continued to induce
equity market volatility. Other than highly publicized trade
frictions, most have been internal, country-specific events which
generally affected only the local market. Over the coming year there
could continue to be an array of market-impacting surprises. There
are political and economic developments that must be continuously
monitored because they could have significant and broad equity
market implications. Examples of these would be the development of
Chinese trade policy, US efforts to solve the funding problems of
entitlement programs, progress toward easing rigidities in European
labor markets, the Russian economic and political situation, and
possible escalating tensions in the Middle East. These are
developments that could foster wide-ranging currency and equity
market movements.

Change often results in volatility, but volatility also can provide
opportunity, as well as secular growth of the world's economies. We
are committed to offering investors a diversified portfolio that
reflects those global opportunities.
<PAGE>
Investment Environment
Japan
During the past three months, overall stock market activity in Japan
remained subdued as confidence in Japan's recovery has remained low.
The result of the Bank of Japan's latest quarterly survey of
business conditions reinforced the view that the economy is still on
a gradual recovery trend. However, the survey results were not
strong enough to dispel investor anxiety about the economic
prospects for next year. Currently, there are growing concerns that
the government's planned fiscal tightening may derail Japan's
recovery next year. The consumption tax is scheduled to rise
starting April 1997, the temporary income tax rebate will be
discontinued effective January 1997, and the supplementary budget
will likely be smaller than earlier expected. These concerns were
heightened after the release of recent government studies which
highlighted the severity of Japan's fiscal position. The Bank of
Japan's November survey did not appear to have any implications
which might lead the bank to change its current low interest rate
policy. However, given that the pace of economic recovery is more
sluggish than expected a year ago, investors are focusing on Japan's
future course of fiscal policy. Some argue that the government's
public expenditures will hold the key to economic growth and asset
prices in Japan next year.

Our Japanese portfolio did not change much during the November
quarter. With the prevailing general sense of pessimism, unexciting
interim earnings results and the modest profits outlook for next
year, we reduced our Japanese exposure slightly by selling Sumitomo
Metal Industries Co., Ltd. and reducing our position in Asahi
Chemical Industry Co., both companies whose earnings are more geared
to domestic economic recovery. As we continued to focus on globally
competitive export-oriented companies in our portfolio, we were able
to outperform the Nikkei 225 market index for the quarter and for
the fiscal year ended November 30, 1996. Our major holdings, such as
Toyota Motor Corp., Matsushita Electrical Industrial Co. and Canon
Inc., have performed strongly even as the overall market languished.
These companies reported stronger-than-expected earnings results,
partly helped by the weaker yen which depreciated about 30% against
the US dollar between April 1995 and October 1996. In the absence of
clear signs of economic rebound and accelerating overall corporate
profits, we have been underweighted in Japan throughout the year. We
will maintain our current cautious investment stance unless we see
more signs that the Japanese policy makers are becoming serious
about deregulation and restructuring of the economy. We believe that
only stepped-up structural reform can boost investor confidence in
the long term.
<PAGE>
Asia (ex Japan)
Following a poor third quarter, many of the Asian markets registered
a better performance during the November quarter. However, dis-
parities widened with the Hong Kong, Malaysian and Indonesian
markets moving up, but the Korean, Thailand and Indian markets
remaining poor performers. Although our overweighting in the smaller
Asian markets throughout the fiscal year did not contribute to the
Fund's overall performance, maintaining defensive well-managed,
large-capitalized companies as the portfolio's core holdingshad a
positive impact. In most markets, larger and stronger companies have
consistently outperformed the smaller companies. As a result, the
Fund's Pacific Basin portfolio outperformed the unmanaged MSCI
Pacific Basin Index for the fiscal year ended November 30, 1996,
with an estimated return of +4.9% as compared to the unmanaged MSCI
Pacific Basin return of +0.5%. We think the prospects for the small
Asian markets are improving. In our view, the current export
slowdown in Asia is a cyclical phenomenon. Exports should gradually
recover next year, driven by improvement in economies of the
developed countries. Given our long-term enthusiasm for Asian
markets, we made no major changes to our portfolio during the
November quarter. We did eliminate P.T. Indonesian Satellite Corp.
as the company's near-term earnings outlook had somewhat
deteriorated in response to increased competition.

Europe
As highlighted earlier, European economies have generally improved
over the course of the year, albeit at an uneven rate. The UK
economy provided solid employment and income growth--somewhat
abetted by pre-election government spending. Nonetheless, consumer
confidence is high and has reflected itself in strong retail
spending. In Germany and the Netherlands, growth has been more
moderate and has been primarily export-driven. Economic activity in
France, Italy and Spain has been more sluggish, but signs of
improvement are evident. Continental Europe must deal with labor
market rigidities and business regulatory issues if it hopes to
become broadly competitive in world markets.

Despite a relatively weak economic backdrop, European equity markets
performed quite well. Many company managements have undertaken
fundamental restructuring programs and have increased their focus on
profitability. Our European holdings increased 11.5% in value during
the November quarter. Large gains in many of our technology holdings
helped provide that excellent result. Nokia OY AS 'A' gained 35%,
Dassault Systemes S.A. rose 27%, and Phillips Electronics N.V. rose
24%. Our airbag-related investments, Autoliv AB and Sensonor A/S,
reacted positively to increased US government focus on airbag safety
and each gained 35%. The 17% gain in crude oil prices was exactly
matched by the price rise in Enterprise Oil PLC, which has become
the Fund's third-largest holding.
<PAGE>
Recently, we made initial investments in the British manufacturer,
BBA Group PLC; the Italian conglomerate, Montedison S.p.A.; and the
Portuguese cement company, Cimpor--Cimentos de Portugal S.A. We sold
our positions in The Royal Bank of Scotland Group PLC and Repsol
S.A., the Spanish oil company. The bank stock was divested because
problems at its direct-marketing insurance subsidiary were impacting
overall corporate results. The proceeds of the Repsol S.A. sale were
redeployed into Enterprise Oil PLC and British Petroleum Co. PLC,
both of which have better near-term prospects, in our opinion.

North America
The total return of the unmanaged Standard & Poor's 500 Composite
Index (S&P 500) was +16.75% during the November quarter. This
reflected a flow of well-received indications of continued moderate
economic growth and a benign inflationary outlook. Moreover, the US
Presidential and Congressional election results alleviated a number
of investor concerns.

During the fourth quarter, several of our holdings that were
involved in merger-related activity experienced substantial price
appreciation. In Canada, Viridian, Inc. shares jumped 16.7% in
connection with the announcement of an acquisition offer from
another Canadian fertilizer producer, Agrium Inc. Office Depot, Inc.
agreed to be acquired by Staples Inc., another office supply
retailer, which caused it to appreciate 22.7% during the November
quarter. We sold our Consolidated Rail Corp. shares for a
substantial gain after the company agreed to be acquired by another
railroad. Finally, Time Warner Inc. completed its merger with Turner
Broadcasting Systems Inc., which removed a major uncertainty for the
company and contributed to its 22.1% appreciation during the fourth
quarter. Several of our pharmaceutical and financial services
holdings made positive contributions to North American performance.
Merck & Co., Inc., Pfizer, Inc., Bank of New York, Inc., Barnett
Banks, Inc. and Mercury General Corp. continued to produce solid
gains, appreciating 26.5%, 26.2%, 28.7%, 34.1% and 26.7%,
respectively. Within the technology sector, Microsoft Corp., Oracle
Corporation, Intel Corp., Texas Instruments Inc. and Ultratech
Stepper Inc. outperformed the S&P 500 with gains of 28.1%, 39.0%,
59.0%, 36.4% and 49.2%, respectively. Harnischfeger Industries, Inc.
and PPG Industries, Inc. reported strong results during the November
quarter, appreciating 17.5% and 24.1%, respectively. On the negative
side, two of our smaller, less mature holdings, Forest Laboratories,
Inc. and Molten Metal Technology, Inc., made announcements which
could have adverse consequences for them. Since we continue to
believe in the companies' longer-term prospects, we viewed these
price declines as an opportunity to purchase additional shares at
attractive prices.
<PAGE>
During the last fiscal quarter, we eliminated our positions in
AFLAC, Inc., Applied Materials, Inc., AT&T Corp., Consolidated Rail
Corp., Walt Disney Co., Motorola, Inc., Pacficare Health Systems
Inc., and two spin-offs, Westaim Corporation (Viridian Inc.) and
Lucent Technologies, Inc. (AT&T Corp.). We initiated a position in
Federated Department Stores, Inc., which is expected to benefit from
sales gains, particularly in its California department stores, as a
result of the economic recovery in that state, an improvement in
profit margins from changes in its merchandise offerings, and merger-
related expense savings.

Latin America
The Latin American equity markets turned in mixed performances
during the November quarter, reflecting continued uncertainty about
prospects for economic and political reform. The Mexican index,
after a period of strong performance, finished the November quarter
with slightly negative results. Brazil finished the quarter with mid
single-digit gains, and Chile experienced a mid single-digit
decline. The only Latin American equity market with performance
exceeding that of the United States in the quarter was Argentina,
with an increase of just under 20%. Both our Argentine holdings,
Yacimientos Petroliferos Fiscales S.A. and Compania Naviera Perez
Companc S.A. C.F.I.M.F.A., performed well, particularly Perez
Companc S.A. with a 19.8% gain for the quarter. Our holdings in
Uniao de Bancos Brasileiros S.A., Grupo Financiero Banorte S.A. de
C.V., Grupo Carso, S.A. de C.V. and Panamerican Beverages, Inc. also
outperformed their respective indexes. However, Aracruz Celulose
S.A., one of the lowest-cost pulp producers in the world, continued
to suffer from a weak pricing environment for its products. In
Chile, we eliminated our remaining shares of Madeco S.A., which is
experiencing pressure on its earnings from adverse conditions in the
copper markets. We initiated our first position in Colombia, the
retailer Almacenes Exito S.A. After visiting the company last year,
we were impressed by the fact that the Colombian population is
vastly underserved by retail store chains when compared to many
other countries, and that the company is well-positioned in its
industry. Although the Colombian market experienced a great deal of
turbulence in response to economic and political uncertainty, we
viewed this purchase as a longer-term opportunity to own shares in a
leading company at a much more reasonable price.

Fiscal Year in Review
Total returns for Merrill Lynch Global Holdings, Inc.'s Class A,
Class B, Class C and Class D Shares were +15.20%, +13.97%, +14.05%
and +14.86%, respectively, for the 12 months ended November 30,
1996. These results lagged the +18.70% total return of the unmanaged
MSCI World Stock Index over the same period. The primary reason for
this underperformance was asset allocation. The Fund is
significantly more diversified geographically and was underweighted
in the US market. Since the US market comprised over 40% of the
index and was the best-performing major market, the underweighted
position negatively impacted relative performance. Also, we were
overweighted in the Pacific Basin (ex Japan). Our stock selection
was good and our holdings performed significantly better than the
regional averages, but did not improve overall portfolio
performance. On the positive side, we have been overweighted in
Europe, and good stock selection led to dramatic outperformance
versus the regional average.
<PAGE>
After two years in which the US stock market outperformed the global
averages quite substantially, some investors tend to question the
benefits of international diversification. We know that such
diversification has historically provided incremental returns. Our
conviction that future opportunities and returns are even more
exciting remains firm. Mr. Bob Martin, a senior executive at Wal-
Mart Stores Inc., provided some interesting insight regarding
international opportunities in a recent presentation. He believes
that the growth of consumerism in Asia and Latin America, fueled by
the universal acceptance of free market economics, will create a
pool of two billion--three billion new consumers who will migrate to
the middle class. Wal-Mart Stores Inc. will push ahead
internationally because of this new group of potential customers,
and the fact that communications technology has provided a world
with no frontiers which means that large, successful businesses must
be international in scope. For the coming year, Mr. Martin estimated
the annual growth in middle class consumption at the following
rates: Western Europe, 1.6%; United States, 1.9%; Latin America,
4.4%; Southeast Asia, 4.5%; Eastern Europe, 8.2%; and China, 11.4%.

Another key factor prompting Wal-Mart Stores Inc. to expand globally
is basic demographics. The US baby boom created 64 million teenagers
and many investment opportunities in the 1960s and later. In
comparison, from 1980 through 2015 over three billion people will
become teenagers in the developing world. We expect this to provide
opportunities for innovative companies, and for investors.

In Conclusion
We thank you for your investment in Merrill Lynch Global Holdings,
Inc., and we look forward to reviewing our outlook and strategy with
you again in our upcoming report to shareholders.

Sincerely,







(Arthur Zeikel)
Arthur Zeikel
President


<PAGE>




(Edward F. Korff)
Edward F. Korff
Vice President and Portfolio Manager



January 7, 1997



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.

* 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.
<PAGE>

<TABLE>
Recent
Performance 
Results
<CAPTION>
                                                                                          12 Month     3 Month
                                                        11/30/96    8/31/96   11/30/95    % Change     % Change
<S>                                                      <C>        <C>        <C>        <C>           <C>
ML Global Holdings, Inc. Class A Shares*                 $15.12     $14.03     $13.87     +13.84%(1)    + 7.77%
ML Global Holdings, Inc. Class B Shares*                  14.40      13.40      13.38     +12.58(1)     + 7.46
ML Global Holdings, Inc. Class C Shares*                  14.41      13.41      13.38     +12.66(1)     + 7.46
ML Global Holdings, Inc. Class D Shares*                  15.04      13.97      13.84     +13.50(1)     + 7.66
ML Global Holdings, Inc. Class A Shares--Total Return*                                    +15.20(2)     + 7.77
ML Global Holdings, Inc. Class B Shares--Total Return*                                    +13.97(2)     + 7.46
ML Global Holdings, Inc. Class C Shares--Total Return*                                    +14.05(2)     + 7.46
ML Global Holdings, Inc. Class D Shares--Total Return*                                    +14.86(2)     + 7.66
World Stock Index--Total Return**                                                         +18.70        +10.44

<FN>
  *Investment results shown do not reflect sales charges; results
   shown would be lower if a sales charge was included.
 **The Morgan Stanley Capital International World Stock Index is an
   unmanaged US dollar-denominated index of world stock markets
   compiled by Capital International Perspective S.A. and published in
   Morgan-Stanley Capital International Perspective.
(1)Percent change includes reinvestment of $0.584 per share capital
   gains distributions.
(2)Percent change includes reinvestment of $0.164 per share ordinary
   income dividends and $0.584 per share capital gains distributions.
</TABLE>


PERFORMANCE DATA (continued)


Total Return
Based on a
$10,000 Investment


A line graph depicting the growth of an investment in the Fund's
Class A Shares compared to the growth of an investment in the Morgan
Stanley Capital International World Stock Index. Beginning and
ending values are:

                                        11/86          11/96
<PAGE>
ML Global Holdings Fund, Inc.++--
Class A Shares*                       $ 9,475        $24,343

Morgan Stanley Capital International
World Stock Index++++                 $10,000        $28,392


A line graph depicting the growth of an investment in the Fund's
Class B Shares compared to the growth of an investment in the Morgan
Stanley Capital International World Stock Index. Beginning and
ending values are:

                                     10/21/88**       11/96

ML Global Holdings Fund, Inc.++--
Class B Shares*                       $10,000        $20,327

Morgan Stanley Capital International
World Stock Index++++                 $10,000        $20,291


A line graph depicting the growth of an investment in the Fund's
Class C and Class D Shares compared to the growth of an investment
in the Morgan Stanley Capital International World Stock Index.
Beginning and ending values are:

                                     10/21/94**       10/95

ML Global Holdings Fund, Inc.++--
Class C Shares*                       $10,000        $12,184

ML Global Holdings Fund, Inc.++--
Class D Shares*                       $ 9,475        $11,737

Morgan Stanley Capital International
World Stock Index++++                 $10,000        $13,444

[FN]
   *Assuming maximum sales charge, transaction costs and other
    operating expenses, including advisory fees.
  **Commencement of Operations.
  ++ML Global Holdings Fund, Inc. invests in an internationally
    diversified portfolio of securities.
++++This unmanaged capitalization-weighted Index is comprised of
    2,200 equities from 24 countries in 12 regions, including the United
    States.

    Past performance is not predictive of future performance.



Average Annual
Total Return

<PAGE>
                                     % Return Without % Return With
                                       Sales Charge    Sales Charge**

Class A Shares*

Year Ended 9/30/96                        +11.43%         +5.58%
Five Years Ended 9/30/96                  +10.61          +9.43
Ten Years Ended 9/30/96                   + 9.88          +9.29

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


                                         % Return       % Return
                                       Without CDSC    With CDSC**

Class B Shares*

Year Ended 9/30/96                        +10.27%         +6.27%
Five Years Ended 9/30/96                  + 9.49          +9.49
Inception (10/21/88)
through 9/30/96                           + 8.82          +8.82

[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 9/30/96                        +10.27%         +9.27%
Inception (10/21/94)
through 9/30/96                           + 8.53          +8.53

[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*
<PAGE>
Year Ended 9/30/96                        +11.07%         +5.24%
Inception (10/21/94)
through 9/30/96                           + 9.40          +6.41

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


<TABLE>
Performance
Summary--
Class A Shares
<CAPTION>
                           Net Asset Value             Capital Gains
Period Covered           Beginning    Ending            Distributed        Dividends Paid*      % Change**
<S>                       <C>         <C>                <C>                   <C>               <C>
7/2/84--12/31/84          $ 9.15      $ 9.32                --                 $0.170            + 3.68%
1985                        9.32       12.28                --                  0.340            +36.05
1986                       12.28       14.28             $ 1.270                0.300            +30.25
1987                       14.28       11.52               3.638                0.372            + 6.54
1988                       11.52       11.01               1.275                0.337            +10.04
1989                       11.01       11.77               1.492                0.212            +23.53
1990                       11.77       10.28               0.188                0.261            - 9.20
1991                       10.28       11.67               0.221                0.123            +17.12
1992                       11.67       11.27               0.817                0.063            + 4.28
1993                       11.27       13.14               0.443                0.371            +24.08
1994                       13.14       12.18               0.514                0.007            - 3.25
1995                       12.18       13.32               0.584                0.164            +15.56
1/1/96--11/30/96           13.32       15.12                --                   --              +13.51
                                                         -------               ------
                                                   Total $10.442         Total $2.720

                                                        Cumulative total return as of 11/30/96: +364.66%**

<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>


PERFORMANCE DATA (concluded)
<PAGE>
<TABLE>
Performance
Summary--
Class B Shares
<CAPTION>
                           Net Asset Value             Capital Gains
Period Covered           Beginning    Ending            Distributed        Dividends Paid*      % Change**
<S>                       <C>         <C>                 <C>                  <C>               <C>
10/21/88--12/31/88        $11.29      $11.00              $0.388               $0.147            + 2.22%
1989                       11.00       11.71               1.492                0.138            +22.33
1990                       11.71       10.20               0.188                0.166            -10.18
1991                       10.20       11.56               0.221                0.036            +16.02
1992                       11.56       11.09               0.817                0.001            + 3.15
1993                       11.09       12.94               0.443                0.219            +22.87
1994                       12.94       11.87               0.514                 --              - 4.20
1995                       11.87       12.82               0.584                0.164            +14.37
1/1/96--11/30/96           12.82       14.40                --                   --              +12.32
                                                          ------               ------
                                                    Total $4.647         Total $0.871

                                                        Cumulative total return as of 11/30/96: +103.27%**

<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>


<TABLE>
Performance
Summary--
Class C Shares
<CAPTION>
                           Net Asset Value             Capital Gains
Period Covered           Beginning    Ending            Distributed        Dividends Paid*      % Change**
<S>                       <C>         <C>                <C>                   <C>               <C>
10/21/94--12/31/94        $13.08      $11.87              $0.514                 --              - 5.23%
1995                       11.87       12.82               0.584               $0.164            +14.37
1/1/96--11/30/96           12.82       14.41                --                   --              +12.40
                                                          ------               ------
                                                    Total $1.098         Total $0.164

                                                         Cumulative total return as of 11/30/96: +21.84%**

<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 D Shares
<CAPTION>
                           Net Asset Value             Capital Gains
Period Covered           Beginning    Ending            Distributed        Dividends Paid*      % Change**
<S>                       <C>         <C>                <C>                   <C>               <C>
10/21/94--12/31/94        $13.39      $12.18              $0.514               $0.003            - 5.09%
1995                       12.18       13.29               0.584                0.164            +15.32
1/1/96--11/30/96           13.29       15.04                --                   --              +13.17
                                                          ------               ------
                                                    Total $1.098         Total $0.167

                                                         Cumulative total return as of 11/30/96: +23.87%**

<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>
SCHEDULE OF INVESTMENTS                                                                                       (In US Dollars)
<CAPTION>
LATIN                             Shares                                                                    Value    Percent of
AMERICA      Industries            Held                    Investments                      Cost          (Note 1a)  Net Assets
<S>          <S>               <C>          <C>                                        <C>              <C>           <C> 
Argentina    Energy               120,000     Yacimientos Petroliferos Fiscales
                                              S.A.-- (ADR)*                            $  2,350,450     $  2,790,000    0.6%

             Multi-Industry       339,000     Compania Naviera Perez Companc
                                              S.A.C.F.I.M.F.A.                            1,396,267        2,306,192    0.5

                                              Total Investments in Argentina              3,746,717        5,096,192    1.1


Brazil       Banking           76,000,000     Uniao de Bancos Brasileiros S.A.
                                              (Preferred)                                 2,056,000        2,091,122    0.5

             Forest Products      397,500     Aracruz Celulose S.A. (ADR)*                3,624,750        3,080,625    0.7
             & Paper

             Telecommuni-       30,000,00     Telecommunicaoes Brasileiras S.A.
             cations                          --Telebras PN (Preferred)                   1,069,928        2,274,179    0.5

                                              Total Investments in Brazil                 6,750,678        7,445,926    1.7

<PAGE>
Colombia     Merchandising         25,000   ++Almacenes Exito S.A.                           65,652           65,380    0.0

                                              Total Investments in Colombia                  65,652           65,380    0.0


Mexico       Beverages & Tobacco   35,000     Panamerican Beverages, Inc. (Class A)         991,514        1,636,250    0.4

             Holding Company    2,000,000   ++Grupo Financiero Banorte, S.A. de
                                              C.V. (Class B)                              2,113,918        2,168,736    0.5

             Multi-Industry       600,000     Grupo Carso, S.A. de C.V.                   3,448,736        3,066,886    0.7

                                              Total Investments in Mexico                 6,554,168        6,871,872    1.6


                                              Total Investments in Latin America         17,117,215       19,479,370    4.4

NORTH
AMERICA

Canada       Agriculture          290,000     Viridian, Inc.                              3,690,612        3,680,148    0.8

             Telecommunications    50,000     Northern Telecom Ltd.                       1,474,875        3,287,500    0.8

                                              Total Investments in Canada                 5,165,487        6,967,648    1.6


United       Banking              120,000     Bank of New York, Inc. (The)                3,130,284        4,305,000    0.9
States                             90,000     Barnett Banks, Inc.                         2,756,978        3,960,000    0.9
                                                                                       ------------     ------------  ------
                                                                                          5,887,262        8,265,000    1.8

             Broadcasting &       125,000   ++Mirage Resorts, Inc.                          929,000        3,015,625    0.7
             Publishing            26,697     TCI Pacific Communications
                                              (Convertible Preferred)                     2,393,250        2,322,639    0.5
                                  115,000     Time Warner Inc.                            3,948,176        4,686,250    1.0
                                        2   ++Viacom Inc. (Class A) (e)                          80               75    0.0
                                                                                       ------------     ------------  ------
                                                                                          7,270,506       10,024,589    2.2

             Business & Public     25,000   ++Microsoft Corp.                             1,039,167        3,921,875    0.9
             Services             150,000   ++Molten Metal Technology, Inc.               2,998,185        2,250,000    0.5
                                   65,000   ++Oracle Corporation (c)                        491,528        3,185,000    0.7
                                                                                       ------------     ------------  ------
                                                                                          4,528,880        9,356,875    2.1
</TABLE>

<PAGE>
<TABLE>
SCHEDULE OF INVESTMENTS (continued)                                                                           (In US Dollars)
<CAPTION>
NORTH AMERICA                    Shares Held/                                                               Value    Percent of
(concluded)  Industries          Face Amount               Investments                      Cost          (Note 1a)  Net Assets
<S>          <S>                <C>         <C>                                        <C>              <C>           <C> 
United       Chemicals             60,000     PPG Industries, Inc.                     $  2,314,400     $  3,675,000    0.8%
States
(concluded)  Electrical Equipment  80,000   ++Ultratech Stepper Inc.                      1,395,265        1,820,000    0.4

             Electronics/         150,000   ++General Instrument Corp.                    3,670,446        3,318,750    0.7
             Components            50,000     Intel Corp.                                 1,180,625        6,337,500    1.4
                                   60,000     Texas Instruments Inc.                      2,492,028        3,825,000    0.9
                                                                                       ------------     ------------  ------
                                                                                          7,343,099       13,481,250    3.0

             Energy Sources       150,000     Enron Oil & Gas Co.                         3,098,803        3,993,750    0.9

             Food & Household     150,000     Performance Food Group Co.                  1,678,096        1,800,000    0.4
             Products

             Health & Personal    100,000   ++Forest Laboratories, Inc.                   4,023,062        3,875,000    0.9
             Care                  35,000     Merck & Co., Inc.                           1,262,400        2,905,000    0.6
                                   50,000     Pfizer, Inc.                                2,427,678        4,481,250    1.0
                                                                                       ------------     ------------  ------
                                                                                          7,713,140       11,261,250    2.5

             Insurance             75,000     Mercury General Corp.                       2,626,000        4,275,000    1.0

             Machinery &          100,000     Harnischfeger Industries, Inc.              3,640,438        4,437,500    1.0
             Equipment

             Merchandising        100,000   ++Federated Department Stores, Inc.           3,290,576        3,412,500    0.8
                                   90,000     The Home Depot, Inc.                        3,373,925        4,691,250    1.0
                                  100,000   ++Office Depot, Inc.                          1,745,375        1,950,000    0.4
                                                                                       ------------     ------------  ------
                                                                                          8,409,876       10,053,750    2.2

             Oil & Gas             50,000     Transocean Offshore Inc. (d)                2,720,750        3,012,500    0.7
             Producers

             Railroads             60,000     Illinois Central Corp.                      1,688,600        2,032,500    0.5

             Telecommunications   125,000   ++Airtouch Communications, Inc.               2,976,403        3,203,125    0.7

                                              Total Investments in the United
                                              States                                     63,291,518       90,692,089   20.2


                                              Total Investments in North America         68,457,005       97,659,737   21.8

PACIFIC
BASIN/ASIA
<PAGE>
Australia    Banking              200,097     National Australia Bank, Ltd.               1,430,366        2,490,517    0.6

             Broadcasting &       350,873     News Corp., Ltd. (Ordinary)                 1,868,290        1,866,746    0.4
             Publishing

             Entertainment      1,000,000   ++Sydney Harbour Casino Holdings
                                              Ltd. (Preferred)                            1,446,117        1,504,975    0.3

             Insurance            107,049     Lend Lease Corp.                            1,365,040        1,985,523    0.5

             Metals               300,000     WMC Ltd. (a)                                1,727,089        1,903,590    0.4

                                              Total Investments in Australia              7,836,902        9,751,351    2.2


Hong Kong    Multi-Industry     1,524,228     First Pacific Co., Ltd.                     1,266,625        2,119,311    0.5
                                  400,000     Hutchison Whampoa Ltd.                      1,949,838        3,091,250    0.7
                                  500,000     Swire Pacific Ltd. 'A'                      2,453,484        4,737,114    1.1
                                                                                       ------------     ------------  ------
                                                                                          5,669,947        9,947,675    2.3

             Real Estate          400,000     Sun Hung Kai Properties, Ltd.               2,242,489        4,966,695    1.1

             Utilities--Gas     1,440,000   ++Hong Kong and China Gas Company Ltd.        1,873,089        2,858,954    0.6
                                  120,000   ++Hong Kong and China Gas Company Ltd. 
                                              (Warrants) (b)                                      0           75,665    0.0
                                                                                       ------------     ------------  ------
                                                                                          1,873,089        2,934,619    0.6

                                              Total Investments in Hong Kong              9,785,525       17,848,989    4.0


India        Machinery &          196,000 ++++Larsen & Toubro Ltd. (GDR)**                3,008,600        2,842,000    0.6
             Engineering
                                              Total Investments in India                  3,008,600        2,842,000    0.6


Indonesia    Construction &     1,880,000     Jaya Real Property                          2,924,702        2,406,143    0.5
             Housing

             Telecommunications    50,800     P.T. Telekomunikasi Indonesia (ADR)*          939,403        1,670,050    0.4

             Textiles           1,080,000     P.T. Indorama Synthetics (Foreign)          1,217,976        1,935,154    0.4

                                              Total Investments in Indonesia              5,082,081        6,011,347    1.3


Japan        Automobiles          120,000     Toyota Motor Corp.                          2,128,963        3,279,149    0.7

             Banking              130,000     Bank of Tokyo--Mitsubishi                   3,085,819        2,661,453    0.6
                            US$ 1,000,000     The Mitsubishi Bank, Ltd., 3% due
                                              11/30/2002 (Convertible)                    1,000,000        1,101,000    0.2
                                  100,000     Sanwa Bank, Ltd.                            1,844,583        1,651,876    0.4
                                                                                       ------------     ------------  ------
                                                                                          5,930,402        5,414,329    1.2
<PAGE>
             Broadcasting &       300,000     Tokyo Broadcasting System, Inc.             3,736,661        4,876,549    1.1
             Publishing

             Building Materials   200,000     Sanwa Shutter Corporation                   1,848,009        1,599,156    0.4

             Cable & Wire         270,000     Sumitomo Electric Industry, Ltd.            2,968,251        3,795,800    0.8

             Chemicals            250,000     Asahi Chemical Industry Co.                 1,825,928        1,643,089    0.4

             Construction &        50,000     Sho-Bond Corp.                              1,671,335        1,550,830    0.3
             Housing

             Data Processing &    120,000     Canon Inc.                                  2,096,847        2,530,533    0.6
             Reproduction

             Electrical &         250,000     Hitachi Ltd.                                2,636,635        2,328,442    0.5
             Electronics           29,000     Keyence Corp.                               2,038,471        3,516,387    0.8
                                  200,000     Matsushita Electric Industrial Co.          2,837,637        3,461,910    0.8
                                   85,000     Murata Manufacturing Co., Ltd.              2,448,383        2,905,281    0.6
                                  250,000     NEC Corporation                             3,180,362        3,031,368    0.7
                                  150,000     Omron Corp.                                 2,717,395        2,860,030    0.6
                                  180,000     Sharp Corp.                                 2,744,465        2,815,218    0.6
                                   90,000     Tokyo Electron Ltd.                         3,173,486        2,570,073    0.6
                                                                                       ------------     ------------  ------
                                                                                         21,776,834       23,488,709    5.2

             Entertainment         70,000     Sony Music Entertainment (Japan) Inc.       3,171,727        2,878,482    0.6

             Financial Services   200,000     Daiwa Securities Co., Ltd.                  2,519,694        2,161,497    0.5

             Insurance            250,000     Tokio Marine & Fire Insurance Co.,
                                              Ltd.                                        3,142,441        2,767,771    0.6

             Machinery &          170,000     Minebea Co., Ltd.                           1,436,151        1,451,894    0.3
             Engineering          400,000     Mitsubishi Heavy Industries Ltd.            2,988,558        3,268,606    0.7
                                                                                       ------------     ------------  ------
                                                                                          4,424,709        4,720,500    1.0
</TABLE>


<TABLE>
SCHEDULE OF INVESTMENTS (continued)                                                                           (In US Dollars)
<CAPTION>
PACIFIC BASIN/
ASIA                               Shares                                                                   Value    Percent of
(concluded)  Industries             Held                   Investments                      Cost          (Note 1a)  Net Assets
<S>          <S>                <C>         <C>                                        <C>              <C>           <C> 
Japan        Merchandising         50,000     Aoyama Trading Co.                       $  2,716,597     $  1,423,425    0.3%
(concluded)                        60,000     Ito-Yokado Co., Ltd.                        2,604,246        3,031,368    0.7
                                  150,000     Marui Co., Ltd.                             2,736,736        2,846,850    0.6
                                                                                       ------------     ------------  ------
                                                                                          8,057,579        7,301,643    1.6
<PAGE>
             Metals               700,000     Nippon Steel Co.                            2,407,627        2,115,807    0.5

             Real Estate          250,000     Mitsui Fudosan Co., Ltd.                    3,097,952        2,965,469    0.7

             Telecommunications       350     DDI Corp.                                   2,617,101        2,506,370    0.6
                                      307     Nippon Telephone & Telegraph Corp.
                                              (Ordinary)                                  2,553,690        2,190,352    0.5
                                                                                       ------------     ------------  ------
                                                                                          5,170,791        4,696,722    1.1

             Wholesale &          250,000     Mitsui & Co.                                1,780,475        2,126,351    0.5
             International
             Trade

                                              Total Investments in Japan                 77,756,225       79,912,386   17.8


Malaysia     Banking              583,333     Commerce Asset--Holding BHD                 1,276,855        4,456,096    1.0

             Building Materials   400,000     Sungei Way Holdings BHD                     1,589,194        2,343,162    0.5

             Telecommunications   300,000     Telekom Malaysia BHD                        1,491,009        2,731,051    0.6

                                              Total Investments in Malaysia               4,357,058        9,530,309    2.1


New Zealand  Telecommunications   400,000     Telecom Corp. of New Zealand
                                              Ltd. (Class C) (ADR)*                       1,278,315        2,107,108    0.5

                                              Total Investments in New Zealand            1,278,315        2,107,108    0.5


Singapore    Banking              218,000     Overseas Chinese Banking Corp.              2,202,387        2,641,483    0.6

             Broadcasting &       100,000     Singapore Press Holdings Limited            1,476,852        1,888,810    0.4
             Publishing

             Construction &       250,000     City Development Ltd.                       1,562,010        2,209,551    0.5
             Housing

             Multi-Industry       200,000     Keppel Corp. Ltd.                           1,502,011        1,553,813    0.4

                                              Total Investments in Singapore              6,743,260        8,293,657    1.9


South Korea  Banking               50,000     Hanil Bank                                    664,668          330,598    0.1

             Construction &        39,170   ++Hyundai Engineering and Construction
             Housing                          Co.                                           873,042        1,100,995    0.2
<PAGE>                              1,698   ++Hyundai Engineering and Construction
                                              Co. (GDR)**                                    52,005           44,314    0.0
                                                                                       ------------     ------------  ------
                                                                                            925,047        1,145,309    0.2

             Electronics           46,283     LG Electronics Co.                          1,725,155          720,379    0.2

             Steel                 31,300     Pohang Iron & Steel Co., Ltd. (ADR)*          765,410          629,913    0.1

             Utilities             40,000     Korea Electric Power Co.                    1,097,115        1,278,958    0.3

                                              Total Investments in South Korea            5,177,395        4,105,157    0.9


Thailand     Banking              100,000     Bangkok Bank Public Company Ltd.            1,138,470        1,143,394    0.2

             Building Materials    50,000     The Siam Cement Public Co. Ltd.
                                              (Foreign Registered)                        1,902,573        1,738,586    0.4

             Telecommunications   157,300     Advanced Information Services Inc.          1,779,210        1,835,516    0.4
                                  600,000     Total Access Communication Public
                                              Co. Ltd.                                    3,787,500        3,870,000    0.9
                                                                                       ------------     ------------  ------
                                                                                          5,566,710        5,705,516    1.3

                                              Total Investments in Thailand               8,607,753        8,587,496    1.9


                                              Total Investments in Pacific Basin/
                                              Asia                                      129,633,114      148,989,800   33.2

WESTERN
EUROPE

Denmark      Business & Public    150,000     ISS International Service System
                                              A/S (Class B)                               3,289,437        4,149,483    0.9

             Services                         Total Investments in Denmark                3,289,437        4,149,483    0.9


Finland      Telecommunications    76,400     Nokia OY AS 'A'                             2,163,900        4,248,770    0.9

                                              Total Investments in Finland                2,163,900        4,248,770    0.9


France       Banking               20,000     Cetelem S.A.                                3,947,067        4,829,420    1.1

             Business & Public     80,000   ++Dassault Systemes S.A.                      1,834,389        3,828,330    0.8
             Services

             Cosmetics             33,000     Christian Dior S.A.                         2,920,305        4,843,006    1.1

             Energy                42,785     Total S.A. (Class B)                        2,673,402        3,419,493    0.8

             Manufacturing         20,000     Bic S.A.                                    2,499,848        2,992,557    0.7

                                              Total Investments in France                13,875,011       19,912,806    4.5

<PAGE>
Germany      Merchandising         32,000   ++Metro AG                                    3,124,165        2,684,878    0.6

             Multi-Industry        10,000     Mannesmann AG                               3,229,897        4,172,358    1.0
                                  100,000     SKW Trostberg AG                            2,160,663        2,790,244    0.6
                                   80,000     Veba AG                                     3,264,237        4,680,325    1.0
                                                                                       ------------     ------------  ------
                                                                                          8,654,797       11,642,927    2.6

             Recreation            30,000     Adidas AG                                   1,646,257        2,604,878    0.6

                                              Total Investments in Germany               13,425,219       16,932,683    3.8


Italy        Electronics           65,000   ++Saes Getters S.p.A. (Sponsored)             1,105,000          682,500    0.2

             Multi-Industry     6,000,000   ++Montedison S.p.A.                           3,729,942        4,251,697    0.9

             Telecommunications 6,000,000   ++Olivetti Group--Ing.                        3,946,434        2,110,014    0.5

                                              Total Investments in Italy                  8,781,376        7,044,211    1.6


Netherlands  Business & Public    140,000   ++Baan Company N.V.                           2,254,885        4,994,200    1.1
             Services

             Construction &       200,000     Koninklijke Boskalis Westminster N.V.       3,111,972        3,967,517    0.9
             Housing

             Electrical &         180,000   ++BE Semiconductor Industries N.V.
             Electronics                      (NY Shares)                                 2,573,753        2,137,500    0.5
                                  115,000     Philips Electronics N.V.                    3,839,587        4,649,362    1.0
                                                                                       ------------     ------------  ------
                                                                                          6,413,340        6,786,862    1.5

             Merchandising         70,700     Koninklijke Ahold N.V.                      3,595,653        4,424,901    1.0

                                              Total Investments in the
                                              Netherlands                                15,375,850       20,173,480    4.5
</TABLE>


<TABLE>
SCHEDULE OF INVESTMENTS (concluded)                                                                           (In US Dollars)
<CAPTION>
WESTERN
EUROPE                            Shares                                                                    Value    Percent of
(concluded)  Industries            Held                    Investments                      Cost          (Note 1a)  Net Assets
<S>          <S>                <C>         <C>                                        <C>              <C>           <C> 
Norway       Automobiles          330,000   ++Sensonor A/S                             $  2,555,005     $  3,160,772    0.7%

             Manufacturing        200,000     Tomra Systems A/S                           1,907,841        2,959,087    0.7

                                              Total Investments in Norway                 4,462,846        6,119,859    1.4

<PAGE>
Poland       Food & Beverage       75,718   ++Agros Holdings S.A.                         1,272,288        1,832,530    0.4

                                              Total Investments in Poland                 1,272,288        1,832,530    0.4


Portugal     Building Products    150,500     Cimpor--Cimentos de Portugal, S.A.          3,064,523        3,145,919    0.7

                                              Total Investments in Portugal               3,064,523        3,145,919    0.7


Spain        Banking              100,000     Banco Bilbao Vizcaya S.A.                   3,858,654        5,057,134    1.1

                                              Total Investments in Spain                  3,858,654        5,057,134    1.1


Sweden       Automobiles           80,000     Autoliv AB                                  2,142,137        3,516,353    0.8

             Health & Personal     60,000     Astra AB 'B'                                1,096,951        2,820,532    0.6
             Care

                                              Total Investments in Sweden                 3,239,088        6,336,885    1.4


Switzerland  Health & Personal        871     Roche Holdings AG                           4,203,474        6,703,602    1.5
             Care

                                              Total Investments in Switzerland            4,203,474        6,703,602    1.5


United       Automobile Parts     350,000     BBA Group PLC                               1,888,551        2,047,214    0.5
Kingdom
             Banking              250,097     National Westminster Bank PLC               1,993,581        2,894,200    0.6

             Broadcasting &       312,500     Carlton Communications PLC
             Publishing                       (Ordinary)                                  1,292,970        2,636,755    0.6


             Electronics        1,250,000     Astec (BSR) PLC                             1,943,769        3,361,600    0.8

             Energy               479,449     British Petroleum Co. PLC                   2,467,392        5,532,214    1.2

             Energy Sources       575,000     Enterprise Oil PLC                          3,483,980        5,750,437    1.3

             Merchandising        700,000   ++Harvey Nichols PLC                          3,267,451        4,165,022    0.9
                                  500,000     Next PLC                                    1,731,357        4,949,956    1.1
                                                                                       ------------     ------------  ------
                                                                                          4,998,808        9,114,978    2.0

             Multi-Industry       342,950     Siebe PLC                                   3,253,851        5,473,206    1.2

             Telecommunications 1,000,000     Orange PLC                                  3,025,616        2,975,016    0.7

                                              Total Investments in the United
                                              Kingdom                                    24,348,518       39,785,620    8.9


                                              Total Investments in Western Europe       101,360,184      141,442,982   31.6

<PAGE>
SHORT-TERM                         Face
SECURITIES                        Amount                   Issue

United       Commercial    US$ 19,008,000     General Electric Capital Corp.,
States       Paper***                         5.70% due 12/02/1996                       19,001,981       19,001,981    4.2
                               10,000,000     MetLife Funding, Inc., 5.24% due
                                              12/12/1996                                  9,982,533        9,982,533    2.2
                               12,000,000     Warner-Lambert Company, 5.25% due
                                              12/04/1996                                 11,993,000       11,993,000    2.7

                                              Total Investments in Short-Term
                                              Securities                                 40,977,514       40,977,514    9.1

             Total Investments                                                         $357,545,032      448,549,403  100.1
                                                                                       ============
             Liabilities in Excess of Other Assets                                                          (330,073)  (0.1)
                                                                                                        ------------  ------
             Net Assets                                                                                 $448,219,330  100.0%
                                                                                                        ============  ======

         <FN>
            *American Depositary Receipts (ADR).
           **Global Depositary Receipts (GDR).
          ***Commercial Paper is traded on a discount basis; the interest rate
             shown is the discount rate paid at the time of purchase by the
             Company.
          (a)Formerly Western Mining Corp.
          (b)Warrants entitle the Company to purchase a predetermined number
             of shares of common stock. The purchase price and number of shares
             are subject to adjustment under conditions until the expiration
             date.
          (c)Formerly Oracle Systems Corp.
          (d)Formerly Sonat Offshore Drilling Inc.
          (e)Shares of Viacom, Inc. (Class A) are exchangeable for convertible
             preferred shares of TCI Pacific Communications.
           ++Non-income producing security.
         ++++Restricted security as to resale. The value of the Company's
             investment in restricted securities was $2,842,000, representing
             0.6% of net assets.

                                          Acquisition                  Value
             Issue                           Date         Cost       (Note 1a)

             Larsen & Toubro Ltd. (GDR)    3/1/1996    $3,008,600   $2,842,000

             Total                                     $3,008,600   $2,842,000
                                                       ==========   ==========
<PAGE>
             See Notes to Financial Statements.
</TABLE>



PORTFOLIO CHANGES


For the Quarter Ended November 30, 1996

 Additions

 Almacenes Exito S.A.
 BBA Group PLC
 Cimpor--Cimentos de Portugal S.A.
 Federated Department Stores, Inc.
*Lucent Technologies, Inc.
 Montedison S.p.A.
*Tag Heuer International S.A. (ADR)


 Deletions

 AFLAC, Inc.
 AT&T Corp.
 Applied Materials, Inc.
 Consolidated Rail Corp.
*Lucent Technologies, Inc.
 Madeco S.A. (ADR)
 Motorola, Inc.
 P.T. Indonesian Satellite Corp. (ADR)
 Pacificare Health Systems Inc. (Class B)
 Repsol S.A.
 The Royal Bank of Scotland Group PLC
 Sumitomo Metal Industries Co., Ltd.
*Tag Heuer International S.A. (ADR)
 Walt Disney Co.
 Westaim Corporation

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


<PAGE>
<TABLE>
STATEMENT OF ASSETS AND LIABILITIES
<CAPTION>
                    As of November 30, 1996
<S>                 <S>                                                                    <C>              <C>
Assets:             Investments, at value (identified cost--$357,545,032) (Note 1a)                         $448,549,403
                    Cash                                                                                          16,588
                    Foreign cash (Note 1b)                                                                         1,663
                    Receivables:
                      Securities sold                                                      $    947,538
                      Capital shares sold                                                       625,663
                      Dividends                                                                 491,003
                      Interest                                                                   15,000        2,079,204
                                                                                           ------------
                    Prepaid registration fees and other assets (Note 1f)                                          36,206
                                                                                                            ------------
                    Total assets                                                                             450,683,064
                                                                                                            ------------

Liabilities:        Payables:
                      Securities purchased                                                    1,434,334
                      Investment adviser (Note 2)                                               349,835
                      Capital shares redeemed                                                   245,395
                      Distributor (Note 2)                                                       36,441        2,066,005
                                                                                           ------------
                    Accrued expenses and other liabilities                                                       397,729
                                                                                                            ------------
                    Total liabilities                                                                          2,463,734
                                                                                                            ------------

Net Assets:         Net assets                                                                              $448,219,330
                                                                                                            ============

Net Assets          Class A Shares of Common Stock, $0.10 par value, 100,000,000
Consist of:         shares authorized                                                                       $  2,634,676
                    Class B Shares of Common Stock, $0.10 par value, 100,000,000
                    shares authorized                                                                            307,613
                    Class C Shares of Common Stock, $0.10 par value, 100,000,000
                    shares authorized                                                                              6,320
                    Class D Shares of Common Stock, $0.10 par value, 100,000,000
                    shares authorized                                                                             31,165
                    Paid-in capital in excess of par                                                         329,781,942
                    Undistributed net investment income--net                                                   1,827,409
                    Undistributed realized capital gains on investments and foreign
                    currency transactions--net                                                                22,630,191
                    Unrealized appreciation on investments and foreign currency
                    transactions--net                                                                         91,000,014
                                                                                                            ------------
                    Net assets                                                                              $448,219,330
                                                                                                            ============
<PAGE>
Net Asset           Class A--Based on net assets of $398,309,697 and 26,346,760
Value:                       shares outstanding                                                             $      15.12
                                                                                                            ============
                    Class B--Based on net assets of $44,311,020 and 3,076,128
                             shares outstanding                                                             $      14.40
                                                                                                            ============
                    Class C--Based on net assets of $910,585 and 63,197
                             shares outstanding                                                             $      14.41
                                                                                                            ============
                    Class D--Based on net assets of $4,688,028 and 311,649
                             shares outstanding                                                             $      15.04
                                                                                                            ============

                    See Notes to Financial Statements.
</TABLE>


<TABLE>
STATEMENT OF OPERATIONS
<CAPTION>
                    For the Year Ended November 30, 1996
<S>                 <S>                                                                    <C>              <C>
Investment Income   Dividends (net of $694,535 foreign withholding tax)                                     $  7,958,008
(Notes 1d & 1e):    Interest and discount earned                                                               1,635,814
                                                                                                            ------------
                    Total income                                                                               9,593,822
                                                                                                            ------------

Expenses:           Investment advisory fees (Note 2)                                      $  4,169,360
                    Transfer agent fees--Class A (Note 2)                                       684,912
                    Account maintenance and distribution fees--Class B (Note 2)                 452,751
                    Custodian fees                                                              303,526
                    Printing and shareholder reports                                            134,117
                    Registration fees (Note 1f)                                                 109,953
                    Accounting services (Note 2)                                                104,828
                    Transfer agent fees--Class B (Note 2)                                        98,765
                    Professional fees                                                            80,279
                    Directors' fees and expenses                                                 37,811
                    Pricing fees                                                                 12,942
                    Account maintenance fees--Class D (Note 2)                                   11,226
                    Transfer agent fees--Class D (Note 2)                                         8,419
                    Account maintenance and distribution fees--Class C (Note 2)                   7,325
                    Transfer agent fees--Class C (Note 2)                                         1,653
                    Other                                                                        17,052
                                                                                           ------------
                    Total expenses                                                                             6,234,919
                                                                                                            ------------
                    Investment income--net                                                                     3,358,903
                                                                                                            ------------
<PAGE>
Realized &          Realized gain (loss) from:
Unrealized Gain       Investments--net                                                       22,797,724
(Loss) on             Foreign currency transactions--net                                       (231,495)      22,566,229
Investments &                                                                              ------------
Foreign Currency    Change in unrealized appreciation/depreciation on:
Transactions--Net     Investments--net                                                       32,272,642
(Notes 1b, 1c,        Foreign currency transactions--net                                            650       32,273,292
1e & 3):                                                                                   ------------     ------------
                    Net realized and unrealized gain on investments and foreign
                    currency transactions                                                                     54,839,521
                                                                                                            ------------
                    Net Increase in Net Assets Resulting from Operations                                    $ 58,198,424
                                                                                                            ============

                    See Notes to Financial Statements.
</TABLE>


<TABLE>
STATEMENTS OF CHANGES IN NET ASSETS
<CAPTION>
                                                                                                For the Year Ended
                                                                                                    November 30,
                    Increase (Decrease) in Net Assets:                                        1996               1995
<S>                 <S>                                                                    <C>              <C>
Operations:         Investment income--net                                                 $  3,358,903     $  1,067,089
                    Realized gain on investments and foreign currency transactions--net      22,566,229       19,393,315
                    Change in unrealized appreciation/depreciation on investments
                    and foreign currency transactions--net                                   32,273,292       24,547,717
                                                                                           ------------     ------------
                    Net increase in net assets resulting from operations                     58,198,424       45,008,121
                                                                                           ------------     ------------

Dividends &         Investment income--net:
Distributions to      Class A                                                                        --         (177,010)
Shareholders          Class D                                                                        --             (352)
(Note 1g):          Realized gain on investments--net:
                      Class A                                                               (17,594,423)     (13,259,833)
                      Class B                                                                (2,476,721)      (2,030,586)
                      Class C                                                                   (26,025)          (7,459)
                      Class D                                                                  (192,712)         (65,148)
                                                                                           ------------     ------------
                    Net decrease in net assets resulting from dividends and
                    distributions to shareholders                                           (20,289,881)     (15,540,388)
                                                                                           ------------     ------------

Capital Share       Net increase (decrease) in net assets derived from capital
Transactions        share transactions                                                       34,818,380      (35,521,768)
(Note 4):                                                                                  ------------     ------------
<PAGE>
Net Assets:         Total increase (decrease) in net assets                                  72,726,923       (6,054,035)
                    Beginning of year                                                       375,492,407      381,546,442
                                                                                           ------------     ------------
                    End of year*                                                           $448,219,330     $375,492,407
                                                                                           ============     ============
                   <FN>
                   *Undistributed (accumulated) investment income (loss)--
                    net (Note 1h)                                                          $  1,827,409     $ (1,935,539)
                                                                                           ============     ============

                    See Notes to Financial Statements.
</TABLE>


<TABLE>
FINANCIAL HIGHLIGHTS
<CAPTION>
                    The following per share data and ratios have
                    been derived from information provided in the                          Class A++
                    financial statements.
                                                                                 For the Year Ended November 30,
                    Increase (Decrease) in Net Asset Value:              1996       1995      1994      1993      1992
<S>                 <S>                                               <C>        <C>       <C>       <C>        <C>      
Per Share           Net asset value, beginning of year                $  13.87   $  12.82  $  13.07  $  11.78   $  10.95
Operating                                                             --------   --------  --------  --------   --------
Performance:        Investment income--net                                 .13        .05       .03       .04        .10
                    Realized and unrealized gain on investments
                    and foreign currency transactions--net                1.87       1.52       .53      2.07       1.05
                                                                      --------   --------  --------  --------   --------
                    Total from investment operations                      2.00       1.57       .56      2.11       1.15
                                                                      --------   --------  --------  --------   --------
                    Less dividends and distributions:
                      Investment income--net                                --       (.01)     (.01)       --       (.10)
                      Realized gain on investments--net                   (.75)      (.51)     (.80)     (.82)      (.22)
                                                                      --------   --------  --------  --------   --------
                    Total dividends and distributions                     (.75)      (.52)     (.81)     (.82)      (.32)
                                                                      --------   --------  --------  --------   --------
                    Net asset value, end of year                      $  15.12   $  13.87  $  12.82  $  13.07   $  11.78
                                                                      ========   ========  ========  ========   ========

Total Investment    Based on net asset value per share                  15.20%     12.92%     4.39%    19.16%     10.67%
Return:*                                                              ========   ========  ========  ========   ========

Ratios to Average   Expenses                                             1.37%      1.51%     1.44%     1.43%      1.49%
Net Assets:                                                           ========   ========  ========  ========   ========
                    Investment income (loss)--net                         .92%       .41%      .23%      .32%      (.19%)
                                                                      ========   ========  ========  ========   ========

Supplemental        Net assets, end of year (in thousands)            $398,310   $327,270  $330,132  $256,203   $166,947
Data:                                                                 ========   ========  ========  ========   ========
                    Portfolio turnover                                  41.14%     44.64%    40.18%    56.98%     65.93%
                                                                      ========   ========  ========  ========   ========
                    Average commission rate paid+++                   $  .0063         --        --        --         --
                                                                      ========   ========  ========  ========   ========
<PAGE>
                  <FN>
                   *Total investment returns exclude the effect of sales loads.
                  ++Based on average shares outstanding during the period.
                 +++For fiscal years beginning on or after September 1, 1995, 
                    the Company is required to disclose its average commission 
                    rate per share for purchases and sales of equity securities. 
                    The "Average Commission Rate Paid" includes commissions paid 
                    in foreign currencies, which have been converted into US 
                    dollars using the prevailing exchange rate on the date of 
                    the transaction. Such conversions may significantly affect 
                    the rate shown.

                    See Notes to Financial Statements.
</TABLE>


<TABLE>
FINANCIAL HIGHLIGHTS (concluded)
<CAPTION>
                    The following per share data and ratios have
                    been derived from information provided in the                          Class B++++
                    financial statements.
                                                                                 For the Year Ended November 30,
                    Increase (Decrease) in Net Asset Value:              1996       1995      1994      1993       1992
<S>                 <S>                                               <C>        <C>       <C>       <C>        <C> 
Per Share           Net asset value, beginning of year                $  13.38   $  12.50  $  12.74  $  11.62   $  10.82
Operating                                                             --------   --------  --------  --------   --------
Performance:        Investment loss--net                                  (.02)      (.08)     (.10)     (.08)      (.03)
                    Realized and unrealized gain on investments
                    and foreign currency transactions--net                1.79       1.47       .52      2.02       1.05
                                                                      --------   --------  --------  --------   --------
                    Total from investment operations                      1.77       1.39       .42      1.94       1.02
                                                                      --------   --------  --------  --------   --------
                    Less distributions from realized gain on
                    investments--net                                      (.75)      (.51)     (.66)     (.82)      (.22)
                                                                      --------   --------  --------  --------   --------
                    Net asset value, end of year                      $  14.40   $  13.38  $  12.50  $  12.74   $  11.62
                                                                      ========   ========  ========  ========   ========

Total Investment    Based on net asset value per share                  13.97%     11.78%     3.32%    17.87%      9.58%
Return:**                                                             ========   ========  ========  ========   ========

Ratios to Average   Expenses                                             2.40%      2.55%     2.48%     2.46%      2.52%
Net Assets:                                                           ========   ========  ========  ========   ========
                    Investment loss--net                                 (.11%)     (.63%)    (.80%)    (.72%)    (1.19%)
                                                                      ========   ========  ========  ========   ========

Supplemental        Net assets, end of year (in thousands)            $ 44,311   $ 44,387  $ 49,647  $ 34,241   $ 22,925
Data:                                                                 ========   ========  ========  ========   ========
                    Portfolio turnover                                  41.14%     44.64%    40.18%    56.98%     65.93%
                                                                      ========   ========  ========  ========   ========
                    Average commission rate paid++++++++              $  .0063         --        --        --         --
                                                                      ========   ========  ========  ========   ========


<CAPTION>
                                                                      Class C++++                   Class D++++

<PAGE>
                    The following per share data and                             For the                          For the
                    ratios have been derived from                                 Period                          Period
                    information provided in the financial                        Oct. 21,                        Oct. 21,
                    statements.                             For the Year Ended  1994++ to  For the Year Ended   1994++ to
                                                                November 30,     Nov. 30,      November 30,      Nov. 30,
                    Increase (Decrease) in Net Asset Value:   1996       1995      1994       1996      1995       1994
<S>                 <S>                                    <C>        <C>        <C>       <C>       <C>        <C>
Per Share           Net asset value, beginning of
Operating           period                                 $  13.38   $  12.51   $  13.08  $  13.84  $  12.81   $  13.39
Performance:                                               --------   --------   --------  --------  --------   --------
                    Investment income (loss)--net              (.01)      (.08)      (.02)      .09       .02       (.01)
                    Realized and unrealized gain
                    (loss) on investments and foreign
                    currency transactions--net                 1.79       1.46       (.55)     1.86      1.52       (.57)
                                                           --------   --------   --------  --------  --------   --------
                    Total from investment operations           1.78       1.38       (.57)     1.95      1.54       (.58)
                                                           --------   --------   --------  --------  --------   --------
                    Less dividends and distributions:
                      Investment income--net                     --         --         --        --      (.00)+++++   --
                      Realized gain on investments--net        (.75)      (.51)        --      (.75)     (.51)        --
                                                           --------   --------   --------  --------  --------   --------
                    Total dividends and distributions          (.75)      (.51)        --      (.75)     (.51)        --
                                                           --------   --------   --------  --------  --------   --------
                    Net asset value, end of period         $  14.41   $  13.38   $  12.51  $  15.04  $  13.84   $  12.81
                                                           ========   ========   ========  ========  ========   ========

Total Investment    Based on net asset value per share       14.05%     11.69%     (4.36%)+++14.86%    12.73%     (4.33%)+++
Return:**                                                  ========   ========   ========  ========  ========   ========

Ratios to Average   Expenses                                  2.41%      2.55%      3.00%*    1.63%     1.76%      2.23%*
Net Assets:                                                ========   ========   ========  ========  ========   ========
                    Investment income (loss)--net             (.09%)     (.63%)    (1.31%)*    .60%      .18%      (.67%)*
                                                           ========   ========   ========  ========  ========   ========

Supplemental        Net assets, end of period
Data:               (in thousands)                         $    910   $    376   $    177  $  4,688  $  3,459   $  1,591
                                                           ========   ========   ========  ========  ========   ========
                    Portfolio turnover                       41.14%     44.64%     40.18%    41.14%    44.64%     40.18%
                                                           ========   ========   ========  ========  ========   ========
                    Average commission rate paid++++++++   $  .0063         --         --  $  .0063        --         --
                                                           ========   ========   ========  ========  ========   ========
<PAGE>
            <FN>
                   *Annualized.
                  **Total investment returns exclude the effect of sales loads.
                  ++Commencement of Operations.
                ++++Based on average shares outstanding during the period.
                 +++Aggregate total investment return.
               +++++Amount is less than $.01 per share.
            ++++++++For fiscal years beginning on or after September 1, 1995,
                    the Company is required to disclose its average commission 
                    rate per share for purchases and sales of equity securities. 
                    The "Average Commission Rate Paid" includes commissions 
                    paid in foreign currencies, which have been converted into  
                    US dollars using the prevailing exchange rate on the date of 
                    the transaction. Such conversions may significantly affect 
                    the rate shown.

                    See Notes to Financial Statements.
</TABLE>



NOTES TO FINANCIAL STATEMENTS


1. Significant Accounting Policies:
Merrill Lynch Global Holdings, Inc. (the "Company") is registered
under the Investment Company Act of 1940 as a diversified, open-end
management investment company. The Company offers four classes of
shares under the Merrill Lynch Select Pricing SM System. Shares of
Class A and Class D are sold with a front-end sales charge. Shares
of Class B and Class C may be subject to a contingent deferred sales
charge. All classes of shares have identical voting, dividend,
liquidation and other rights and the same terms and conditions,
except that Class B, Class C and Class D Shares bear certain
expenses related to the account maintenance of such shares, and
Class B and Class C Shares also bear certain expenses related to the
distribution of such shares. Each class has exclusive voting rights
with respect to matters relating to its account maintenance and
distribution expenditures. The following is a summary of significant
accounting policies followed by the Company.
<PAGE>
(a) Valuation of securities--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. Options purchased are valued at the last sale price in
the case of exchange-traded options or, in the case of options
traded in the over-the-counter market, the last bid price. Short-
term securities are valued at amortized cost, which approximates
market value. Other investments, including futures contracts and
related options, are stated at market value. Securities and assets
for which market value quotations are not available are valued at
their fair value as determined in good faith by or under the
direction of the Company's Board of Directors.

(b) 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.


NOTES TO FINANCIAL STATEMENTS (continued)


(c) Derivative financial instruments--The Company 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 Company is authorized to write covered call options
and purchase put options. When the Company writes an option, an
amount equal to the premium received by the Company 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 purchased or sold through an exercise of an
option, the related premium paid (or received) is added to (or
deducted from) the basis of the security acquired or deducted from
(or added to) the proceeds of the security sold. When an option
expires (or the Company enters into a closing transaction), the
Company realizes a gain or loss on the option to the extent of the
premiums received or paid (or gain or loss to the extent the cost of
the closing transaction exceeds the premium paid or received).
<PAGE>
Written and purchased options are non-income producing investments.

* Forward foreign exchange contracts--The Company is authorized to
enter into forward foreign exchange contracts as a hedge against
either specific transactions or portfolio positions. Such contracts
are not entered on the Company's records. However, the effect on
operations is recorded from the date the Company enters into such
contracts. Premium or discount is amortized over the life of the
contracts.

* Foreign currency options and futures--The Company may also
purchase or sell listed or over-the-counter foreign currency
options, foreign currency futures and related options on foreign
currency futures as a short or long hedge against possible
variations in foreign exchange rates. Such transactions may be
effected with respect to hedges on non-US dollar denominated
securities owned by the Company, sold by the Company but not yet
delivered, or committed or anticipated to be purchased by the
Company.

* Financial futures contracts--The Company may purchase or sell
interest rate futures contracts and options on such futures
contracts for the purpose of hedging the market risk on existing
securities or the intended purchase of securities. Futures contracts
are contracts for delayed delivery of securities at a specific
future date and at a specific price or yield. Upon entering into a
contract, the Company deposits and maintains as collateral such
initial margin as required by the exchange on which the transaction
is effected. Pursuant to the contract, the Company agrees to receive
from or pay to the broker an amount of cash equal to the daily
fluctuation in value of the contract. Such receipts or payments are
known as variation margin and are recorded by the Company as
unrealized gains or losses. When the contract is closed, the Company
records a realized gain or loss equal to the difference between the
value of the contract at the time it was opened and the value at the
time it was closed.

(d) Income taxes--It is the Company'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.
<PAGE>
(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 Company is informed of the ex-dividend date. Interest income 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--Dividends and distributions paid by
the Company are recorded on the ex-dividend dates.

(h) Reclassification--Generally accepted accounting principles
require that certain components of net assets be reclassified to
reflect permanent differences between financial and tax reporting.
Accordingly, current year's permanent book/tax differences of
$404,045 have been reclassified between undistributed net realized
capital gains and undistributed net investment income. These
reclassifications have no effect on net assets or net asset values
per share.

2. Investment Advisory Agreement and Transactions
with Affiliates:
The Company 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
limited partner. The Company 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.

As compensation for its services to the Company, MLAM receives
monthly compensation at the annual rate of 1.0% of the average daily
net assets of the Company.

Pursuant to the distribution plans (the "Distribution Plans")
adopted by the Company in accordance with Rule 12b-1 under the
Investment Company Act of 1940, the Company 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      Distribution
                                        Maintenance Fee     Fee

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

<PAGE>
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
Company. 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.

For the year ended November 30, 1996, MLFD earned underwriting
discounts and direct commissions and MLPF&S earned dealer
concessions on sales of the Company's Class A and Class D Shares as
follows:


                                        MLFD          MLPF&S

Class A                                $1,252        $19,087
Class D                                $1,100        $13,781


For the year ended November 30, 1996, MLPF&S received contingent
deferred sales charges of $60,215 and $1,249 relating to
transactions in Class B and Class C Shares, respectively.

In addition, MLPF&S received $31,344 in commissions on the execution
of portfolio security transactions for the Company for the year
ended November 30, 1996.

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

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

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

3. Investments:
Purchases and sales of investments, excluding short-term securities,
for the year ended November 30, 1996 were $162,097,553 and
$160,137,249, respectively.

Net realized and unrealized gains (losses) as of November 30, 1996
were as follows:

<PAGE>
                                     Realized     Unrealized
                                      Gains         Gains
                                     (Losses)      (Losses)

Long-term investments            $ 22,797,724   $ 91,004,371
Short-term investments                     --             --
Foreign currency transactions        (231,495)        (4,357)
                                 ------------   ------------
Total                            $ 22,566,229   $ 91,000,014
                                 ============   ============


As of November 30, 1996, net unrealized appreciation for Federal
income tax purposes aggregated $91,004,371, of which $104,224,950
related to appreciated securities and $13,220,579 related to
depreciated securities. The aggregate cost of investments at
November 30, 1996 for Federal income tax purposes was $357,545,032.

4. Capital Share Transactions:
Net increase (decrease) in net assets derived from capital share
transactions was $34,818,380 and ($35,521,768) for the years ended
November 30, 1996 and November 30, 1995, respectively.


NOTES TO FINANCIAL STATEMENTS (concluded)


Transactions in capital shares for each class were as follows:


Class A Shares for the Year                         Dollar
Ended November 30, 1996               Shares        Amount

Shares sold                        11,176,887  $ 157,434,230
Shares issued to shareholders
in reinvestment of distributions    1,233,289     16,242,414
                                -------------  -------------
Total issued                       12,410,176    173,676,644
Shares redeemed                    (9,655,805)  (136,577,975)
                                -------------  -------------
Net increase                        2,754,371  $  37,098,669
                                =============  =============


Class A Shares for the Year                         Dollar
Ended November 30, 1995               Shares        Amount
<PAGE>
Shares sold                         6,594,967  $  84,361,655
Shares issued to shareholders in
reinvestment of dividends and
distributions                         949,889     11,322,677
                                -------------  -------------
Total issued                        7,544,856     95,684,332
Shares redeemed                    (9,701,811)  (124,736,786)
                                -------------  -------------
Net decrease                       (2,156,955) $ (29,052,454)
                                =============  =============


Class B Shares for the Year                         Dollar
Ended November 30, 1996               Shares        Amount

Shares sold                           617,667  $   8,295,124
Shares issued to shareholders in
reinvestment of distributions         174,046      2,205,170
                                -------------  -------------
Total issued                          791,713     10,500,294
Shares redeemed                    (1,011,647)   (13,729,276)
Automatic conversion of shares        (20,731)      (275,360)
                                -------------  -------------
Net decrease                         (240,665) $  (3,504,342)
                                =============  =============


Class B Shares for the Year Ended                   Dollar
November 30, 1995                     Shares        Amount

Shares sold                           524,355  $   6,805,305
Shares issued to shareholders in
reinvestment of distributions         154,488      1,793,609
                                -------------  -------------
Total issued                          678,843      8,598,914
Shares redeemed                    (1,292,140)   (15,830,273)
Automatic conversion of shares        (40,632)      (883,950)
                                -------------  -------------
Net decrease                         (653,929) $  (8,115,309)
                                =============  =============


Class C Shares for the Year                         Dollar
Ended November 30, 1996               Shares        Amount

Shares sold                            54,247  $     725,543
Shares issued to shareholders in
reinvestment of distributions           1,898         24,054
                                -------------  -------------
Total issued                           56,145        749,597
Shares redeemed                       (21,017)      (286,099)
                                -------------  -------------
Net increase                           35,128  $     463,498
                                =============  =============
<PAGE>

Class C Shares for the Year                         Dollar
Ended November 30, 1995               Shares        Amount

Shares sold                            21,916  $     274,811
Shares issued to shareholders in
reinvestment of distributions             445          5,171
                                -------------  -------------
Total issued                           22,361        279,982
Shares redeemed                        (8,437)      (106,151)
                                -------------  -------------
Net increase                           13,924  $     173,831
                                =============  =============


Class D Shares for the Year Ended                   Dollar
November 30, 1996                     Shares        Amount

Shares sold                         1,072,031  $  14,751,733
Shares issued to shareholders in
reinvestment of distributions          13,662        179,386
Automatic conversion of shares         19,948        275,360
                                -------------  -------------
Total issued                        1,105,641     15,206,479
Shares redeemed                    (1,043,928)   (14,445,924)
                                -------------  -------------
Net increase                           61,713  $     760,555
                                =============  =============


Class D Shares for the Year Ended                   Dollar
November 30, 1995                     Shares        Amount

Shares sold                           705,152  $   8,594,947
Shares issued to shareholders in
reinvestment of dividends and
distributions                           4,931         58,733
Automatic conversion of shares         70,176        883,950
                                -------------  -------------
Total issued                          780,259      9,537,630
Shares redeemed                      (654,458)    (8,065,466)
                                -------------  -------------
Net increase                          125,801  $   1,472,164
                                =============  =============

<PAGE>
5. Commitments:
On November 30, 1996, the Company had entered into foreign exchange
contracts under which it had agreed to purchase and sell various
foreign currencies with approximate values of $271,000 and $947,000,
respectively.

6. Subsequent Event:
On December 1, 1996, the Fund's Board of Directors declared an
ordinary income dividend in the amount of $0.228687 per Class A
Share, $0.073642 per Class B Share, $0.108171 per Class C Share and
$0.192609 per Class D Share and a long-term capital gain
distribution in the amount of $0.684245 per share for all four
classes of shares, payable on December 30, 1996, to shareholders of
record as of December 19, 1996.



<AUDIT-REPORT>
INDEPENDENT AUDITORS' REPORT


The Board of Directors and Shareholders,
Merrill Lynch Global Holdings, Inc.:

We have audited the accompanying statement of assets and
liabilities, including the schedule of investments, of Merrill Lynch
Global Holdings, Inc. as of November 30, 1996, the related
statements of operations for the year then ended and changes in net
assets for each of the years in the two-year period then ended, and
the financial highlights for each of the years in the five-year
period then ended. These financial statements and the financial
highlights are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial
statements and the financial highlights based on our audits.

We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial
statements and the financial highlights are free of material
misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements.
Our procedures included confirmation of securities owned at November
30, 1996, by correspondence with the custodian and brokers. An audit
also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the
overall financial statement presentation. We believe that our audits
provide a reasonable basis for our opinion.

In our opinion, such financial statements and financial highlights
present fairly, in all material respects, the financial position of
Merrill Lynch Global Holdings, Inc. as of November 30, 1996, the
results of its operations, the changes in its net assets, and the
financial highlights for the respective stated periods in conformity
with generally accepted accounting principles.
<PAGE>


Deloitte & Touche LLP
Princeton, New Jersey
January 8, 1997
</AUDIT-REPORT>







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