MERRILL LYNCH BALANCED FD FOR INV & RET
N-30D, 1994-05-20
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MERRILL
LYNCH
BALANCED
FUND

For Investment and Retirement

FUND LOGO

Semi-Annual Report   March 31, 1994

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

Custodian
National Westminster
  Bank NJ
10 Exchange Place
Jersey City, NJ 07302

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

Merrill Lynch Retirement Benefit
Investment Program, Inc.
Full Investment Portfolio
d/b/a Merrill Lynch Balanced
Fund for Investment and Retirement
Box 9011
Princeton, NJ
08543-9011

Merrill Lynch Balanced Fund for Investment and Retirement
<PAGE>

PORTFOLIO SUMMARY

GRAPHIC MATERIAL APPEARS HERE: SEE APPENDIX,
GRAPHIC AND IMAGE MATERIAL, Item 1


As of March 31, 1994

Currency Diversification            Percent of
                                    Net Assets

US Dollar                             82.8%
Mexican Peso                           3.0
Canadian Dollar                        2.5
Australian Dollar                      2.2
UK Sterling                            1.8
Italian Lira                           1.7
Spanish Peseta                         1.2
Hong Kong Dollar                       1.1
French Franc                           0.8
Argentinian Peso                       0.7
Chilean Peso                           0.7
Swedish Krona                          0.6
German Mark                            0.4
Portuguese Escudo                      0.4
Singaporean Dollar                     0.1


US Common Stock Investments                           S&P
                                             Fund     500*

After Tax Profit Margin                      6.9%     5.5%
Yield                                        1.6%     2.3%
Price/Earnings Ratio**                      21.0     18.0
Return on Equity                            20.1%    14.2%
Average Capitalization (in billions)        $8.0     $6.5
Earnings Growth Rate (5 yr. average)         7.0%     4.0%

[FN]
 *An unmanaged broad-based index comprised of common stocks.
**Based on 1994 earnings estimates.
<PAGE>

Fixed-Income Investments                       Merrill Lynch
                                        Fund    BOAO Index*

Duration                             5.3 Years    5.5 Years
Average Maturity                     8.1 Years    9.9 Years
Asset Breakdown:
  US Treasuries/Agencies                 63.3%        75.5%
  Corporates                             13.2%        24.5%
  International Governments              23.5%          --

[FN]
*An unmanaged market-weighted corporate and Government master
 bond index reflecting approximately 97% of total outstanding US bonds.


DEAR SHAREHOLDER

During the March quarter, the Fund's asset mix moved toward cash
equivalents and bonds at the expense of equities. At March quar-
ter-end, cash equivalents were up to 7.9% of net assets from 3.4%
at year-end 1993, while equities decreased to 57.3% from 64.3%,
and bonds increased to 34.8% from 32.3%.

Last fall, when there were early indications that economic growth
was accelerating substantially from previous quarterly rates,
fixed-income and equity investors became nervous. Recently re-
leased statistics confirmed that the US economy expanded at a
strong 7.0% rate in the fourth quarter. Analyzing gross domestic
product (GDP) figures, we see that several factors contributed
to this growth. Consumer spending increased 4.6%; business invest-
ment jumped 22.1%; residential housing rose 31%; net exports were
strong; and Government spending was flat. It is our opinion that
this rate of growth is not sustainable. In fact, since the begin-
ning of 1994, snow storms across the country and the earthquake
in Los Angeles have dampened growth.

On the positive side, the sharp drop in interest rates gave home-
owners a huge windfall as they refinanced their mortgages, which
helps to explain the consumption boom. Businesses have invested
substantial amounts of money in computing and telecommunications
technologies in the ongoing restructuring process. Together these
trends suggest a strong economy, and raised concerns of heightened
inflationary pressures for investors.
<PAGE>
Following the market's lead, the Federal Reserve Board raised short-
term interest rates modestly in early February, in late March and
again in mid-April. In line with its goal of price stability and
its policy of providing an interest rate conducive to sustainable
growth, Federal Reserve Board Chairman Alan Greenspan indicated to
Congress a preference for modest corrective steps to avoid wrenching
counter measures if inflation actually worsened. Already the backup
in long-term interest rates has had an impact on mortgage refinanc-
ings, which have declined 50% over the last four months after sur-
ging in 1993.

While residential housing and durable goods purchases are likely to
slow from the fourth-quarter pace as interest rates increase, auto
sales and consumer confidence continue to be remarkably strong in
the first months of 1994. To satisfy pent-up demand, it may take sev-
eral months until we see consumers slow spending in line with income.
On the business side of the economy, net exports seem destined to
slow down as several of our large trading partners are still exper-
iencing negative-to-flat industrial production. Businesses are still
expected to invest in technologies to remain competitive worldwide
(although the current rate is unsustainable), and it has been this
substitution of capital for labor that is largely responsible for the
significant increase in productivity we have recently seen. The Fed-
eral Reserve Board estimates productivity is now improving by 1.5%
annually compared to 1.1% in recent quarters. The productivity im-
provements contribute meaningfully in the effort to keep inflation
low and permit GDP growth at higher levels without causing an accel-
eration of inflation.

Equity Investment Strategy
Our strategy during the quarter was to underweight the credit-sens-
itive sector that was being adversely affected by the backup in
interest rates, although we have reversed our pattern recently.
We have been reducing exposure to consumer-credit cyclicals, which
should begin to slow as the benefits of lower mortgage rates are
exhausted. Our economic forecast calls for still-strong growth in
the first half of 1994, and we are emphasizing cyclical companies
that benefit from the higher operating rates that typically occur
later in the economic cycle. After several false starts, these in-
dustries are just beginning to exact modestly higher prices. We
still favor those companies that have substantially restructured
and should now, in a stronger economy, see the fruits of their la-
bors. We continue to be excited about opportunities in telecommun-
ications technology, an area where we expect to achieve above-
average growth into the next century. However, we had taken some
profits since long-term growth stocks tend to be more negatively
affected by increasing interest rates.
<PAGE>
Outside of the United States, we have substantially reduced the
Fund's exposure to Hong Kong, which could not be expected to main-
tain the rapid rate of growth experienced in 1993, especially in the
face of US criticism over human rights violations in the People's
Republic of China. We are beginning to position the portfolio to ben-
efit from an anticipated upturn in economic activity on the European
continent through purchases of companies based in Italy, France and
Germany.

Fixed-Income Investment Strategy
The US fixed-income market was leading the Federal Reserve Board in
raising interest rates since last October. We expected investors to
react positively to the central bank's preemptive move against infla-
tion. However, instead of the yield curve flattening as we had ex-
pected, it has risen evenly across maturity sectors. The Federal Re-
serve Board's gradual monetary policy tightening has evoked the
expectation that short-term interest rates will rise further. In
addition, in response to the massive flow of funds into the market
over the past several years, the change in interest rate trends has
caused a reversal in psychology leading to a flood of US Treasury
securities offered for resale. We believe that these technical fac-
tors are mostly unwound. We know the economy has slowed from the
fourth-quarter pace, but still seek further evidence of a slowdown
to a more sustainable rate. In the near term, we are cautious as we
await evidence that the Federal Reserve Board's actions will ac-
tually preempt inflation. Once signs of a slower economy develop,
it is likely that we will extend the average life of the US portion
of the Fund's bond portfolio.

Internationally, bond markets have been extremely volatile as pessi-
mism about inflation and interest rates in the United States also
affected investors in Europe and other markets including Latin Amer-
ica, where local currencies are linked to the US dollar. But the fac-
tors that have stimulated overseas markets over the previous months
still remain in place, and most observers agree that interest rates
will continue to decline in Germany and in France, reflecting efforts
to restart their economies.

In Conclusion
Contrary to our comments in our last report to shareholders, the eco-
nomy has demonstrated greater strength than we anticipated, but we do
expect future growth to decelerate from the level achieved in the
closing months of 1993. The combination of greater sales growth and
improving productivity should lead to double-digit corporate earnings
gains in the quarters just ahead. This should bring equity market val-
uations down to more reasonable levels and foster a greater interest
in equity securities than we experienced in February and March. We
believe the concerns of accelerating inflation have been overdone
and anticipate a positive return on bonds in the second quarter.
<PAGE>
We appreciate your continued support of Merrill Lynch Balanced Fund
for Investment and Retirement, and we look forward to sharing our
strategy with you in our upcoming quarterly report to shareholders.

Sincerely,


(Arthur Zeikel)
Arthur Zeikel
President



(Denis B. Cummings)
Denis B. Cummings
Vice President and Portfolio Manager

April 28, 1994


OFFICERS AND DIRECTORS

Arthur Zeikel, President and Director
Kenneth S. Axelson, Director
Herbert I. London, Director
Robert R. Martin, Director
Joseph L. May, Director
Andre F. Perold, Director
Terry K. Glenn, Executive Vice President
Bernard J. Durnin, Senior Vice President
Donald C. Burke, Vice President
Denis B. Cummings, Vice President and
  Portfolio Manager
Gerald M. Richard, Treasurer
Jerry Weiss, Secretary

PERFORMANCE DATA

None of the past results shown should be considered a representation
of future performance. Investment return and principal value of Class A
and Class B Shares will fluctuate so that shares, when redeemed, may
be worth more or less than their original cost.

<TABLE>
Performance Summary--Class A Shares
<CAPTION>
                                Net Asset Value              Capital Gains
Period Covered             Beginning          Ending          Distributed     Dividends Paid*      % Change**
<C>                         <C>               <C>               <C>               <C>               <C>
10/27/88--12/31/88          $11.18            $10.78            $0.008            $0.364            - 0.23%
1989                         10.78             11.93              --               0.767            +18.12
1990                         11.93             10.57             0.377             0.719            - 2.31
1991                         10.57             12.85              --               0.457            +26.40
1992                         12.85             12.08             0.745             0.546            + 4.16
1993                         12.08             12.33             1.013             0.604            +15.93
1/1/94--3/31/94              12.33             11.67              --                --              - 5.35
                                                                ------            ------
                                                          Total $2.143      Total $3.457

                                                             Cumulative total return as of 3/31/94: +66.31%**

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

<TABLE>
Performance Summary--Class B Shares
<CAPTION>
                                Net Asset Value              Capital Gains
Period Covered             Beginning          Ending          Distributed     Dividends Paid*      % Change**
<C>                         <C>               <C>               <C>               <C>               <C>
11/29/85--12/31/85          $10.00            $10.19              --                --              + 1.90%
1986                         10.19             11.03            $0.280            $0.250            +13.53
1987                         11.03             10.52             0.222             0.496            + 1.75
1988                         10.52             10.78             0.008             0.582            + 8.14
1989                         10.78             11.95              --               0.634            +17.01
1990                         11.95             10.64             0.377             0.547            - 3.30
1991                         10.64             12.93              --               0.329            +24.96
1992                         12.93             12.18             0.745             0.409            + 3.19
1993                         12.18             12.44             1.013             0.467            +14.67
1/1/94--3/31/94              12.44             11.75              --                --              - 5.55
                                                                ------            ------
                                                          Total $2.645      Total $3.714

                                                            Cumulative total return as of 3/31/94: +101.16%**

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

Average Annual Total Return

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

Class A Shares*

Year Ended 3/31/94                        + 4.86%            - 1.95%
Five Years Ended 3/31/94                  +10.10             + 8.63
Inception (10/27/88)
through 3/31/94                           + 9.83             + 8.47

[FN]
 *Maximum sales charge is 6.5%.
**Assuming maximum sales charge.
<PAGE>
                                          % Return           % Return
                                        Without CDSC        With CDSC**

Class B Shares*

Year Ended 3/31/94                        + 3.88%            + 0.19%
Five Years Ended 3/31/94                  + 8.96             + 8.96
Inception (11/29/85)
through 3/31/94                           + 8.74             + 8.74

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


PERFORMANCE DATA (concluded)

<TABLE>
Recent Performance Results*
<CAPTION>
                                                                                   12 Month    3 Month
                                                 3/31/94    12/31/93    3/31/93    % Change    % Change
<S>                                              <C>         <C>         <C>       <C>          <C>
ML Balanced Fund Class A Shares                  $11.67      $12.33      $12.64    +0.10%(1)    -5.35%
ML Balanced Fund Class B Shares                   11.75       12.44       12.70    +0.24(1)     -5.55
ML Balanced Fund Class A Shares--Total Return                                      +4.86(2)     -5.35
ML Balanced Fund Class B Shares--Total Return                                      +3.88(3)     -5.55
S&P 500/ML BOAO Blended Index--Total Return**                                      +2.24        -3.38

<FN>
  *Investment results shown for the 3-month and 12-month periods are
   before the deduction of any sales charge.
 **An unmanaged broad-based index comprised of corporate bonds, govern-
   ment bonds and common stocks. Total investment returns
   for unmanaged indexes are based on estimates.
(1)Percent change includes reinvestment of $1.013 per share capital gains
   distributions.
(2)Percent change includes reinvestment of $0.604 per share ordinary in-
   come dividends and $1.013 per share capital gains distributions.
(3)Percent change includes reinvestment of $0.467 per share ordinary in-
   come dividends and $1.013 per share capital gains distributions.
</TABLE>
<PAGE>

PORTFOLIO INFORMATION

Ten Largest Equity Holdings           Percent of
As of March 31, 1994                  Net Assets

Singer Co. N.V.                          2.9%
Wheelabrator Technologies, Inc.          2.7
Telefonos de Mexico, S.A. de C.V. (ADR)  2.4
Computer Sciences Corp.                  2.3
ADC Telecommunications, Inc.             1.8
MCI Communications Corp.                 1.6
Danka Business Systems PLC (ADR)         1.6
Grupo Carso, S.A. de C.V. (ADR)          1.5
LDDS Communications Inc. (Class A)       1.5
Sunbeam-Oster Inc.                       1.5

<TABLE>
SCHEDULE OF INVESTMENTS
<CAPTION>
                            Face                                                                              Value    Percent of
Industries                 Amount*                  Corporate Bonds                              Cost       (Note 1a)  Net Assets
<S>                    <C>             <S>                                                   <C>            <C>            <C>
Financial              $ 10,000,000    Ford Capital BV, 9.375% due 1/01/1998                 $ 10,037,900   $ 10,890,640    1.4%
Services                  5,000,000    Landeskreditbank, N.V., 7.875% due 4/15/2004             4,972,067      5,256,255    0.6


Financial                10,000,000    American General Financial Corp., 7.38%
Services-                                due 5/13/1997                                          9,993,200     10,275,000    1.3
Consumer


Tobacco                  10,000,000    Philip Morris Companies, Inc., 7.75% due 5/01/1999       9,975,000     10,275,000    1.3


                                       Total Investments in Corporate Bonds                    34,978,167     36,696,895    4.6

<PAGE>
<CAPTION>
Country                                         US Government & Agency Obligations
<S>                      <C>           <S>                                                    <C>            <C>           <C>
United States                          Federal Home Loan Mortgage Corp.:
                          4,910,000      REMIC 1243-HP, 5.625% due 4/25/2024(a)                 4,788,017      4,713,600    0.6
                         25,000,000      REMIC FHG 16PH, 6.75% due 4/15/2021(a)                25,390,625     23,468,750    2.9
                         20,000,000    Federal National Mortgage Association,
                                       REMIC 1993 103PG, 6.75% due 5/25/2022(a)                20,262,500     18,400,313    2.3
                          5,000,000    Republic of Italy, 8.75% due 2/08/2001                   5,373,050      5,388,690    0.7
                                       US Treasury Notes:
                         55,000,000      7.875% due 8/15/2001                                  53,943,600     58,884,375    7.4
                         25,000,000      6.25% due 2/15/2003                                   25,710,937     24,125,000    3.0
                         35,000,000      5.75% due 8/15/2003                                   36,432,812     32,467,960    4.1
                         22,000,000    US Treasury STRIPS++, 6.81% due 5/15/2000(b)            15,607,802     14,826,988    1.8


                                       Total Investments in US Government &
                                       Agency Obligations                                     187,509,343    182,275,676   22.8

<CAPTION>
                                                     Foreign Obligations
<S>        <C>                         <S>                                                    <C>            <C>           <C>
Australia        A$      13,100,000    Queensland Treasury Corp. Global, 8.00%
                                       due 7/14/1999                                            9,812,507      9,230,822    1.2


Canada           C$      14,500,000    Government of Canada, 7.25% due 6/01/2003               10,739,024     10,005,964    1.2


Italy                                  Buoni Poliennali del Tesoro:
                Lit   5,050,000,000      9.00% due 10/01/1998                                   3,073,203      3,134,632    0.4
                     12,500,000,000      10.00% due 8/01/2003                                   7,957,684      8,079,078    1.0


Mexico          Mxp      45,013,640    Mexican Cetes, 9.04% due 9/07/1995(b)                   12,341,483     11,361,416    1.4


Spain           Pta     600,000,000    Spanish Government Bonds, 10.50% due 10/30/2003          5,158,819      4,815,005    0.6


Sweden          Skr      40,000,000    Government of Sweden, 6.50% due 6/05/2001                4,894,532      4,635,597    0.6


United                                 UK Treasury Gilt:
Kingdom       Pound       1,350,000      8.75% due 9/01/1997                                    2,267,919      2,106,366    0.3
           Sterling       4,500,000      8.00% due 6/10/2003                                    7,536,136      6,826,707    0.8


                                       Total Investments in Foreign Obligations                63,781,307     60,195,587    7.5


                                       Total Investments in Corporate Bonds,
                                       US Government & Agency & Foreign Obligations           286,268,817    279,168,158   34.9
</TABLE>
<PAGE>

<TABLE>
SCHEDULE OF INVESTMENTS (continued)
<CAPTION>
                             Shares                                                                            Value  Percent of
Industries                    Held                     US Stocks & Warrants                      Cost       (Note 1a) Net Assets
<S>                       <C>      <S>                                                        <C>            <C>           <C>
Basic Industry

Chemicals                    70,000    du Pont (E.I.) de Nemours & Co.                        $ 4,084,332    $ 3,710,000    0.5%
                             55,000    IMC Fertilizer Group, Inc.                               2,523,134      2,172,500    0.3
                            125,000    Rohm & Haas Co.                                          6,791,460      6,828,125    0.9


Consumer--                   30,000    Duracell International Inc.                              1,245,024      1,192,500    0.1
Miscellaneous


Containers                  170,000    Crown Cork & Seal Co., Inc.                              5,064,404      6,651,250    0.8


Forest Products             132,500    Willamette Industries, Inc.                              4,954,250      6,260,625    0.8


Paper                       153,000    Scott Paper Co.                                          6,566,724      6,406,875    0.8


Railroads                   130,000    CSX Corp.                                               11,448,373     10,660,000    1.3
                            270,000    Southern Pacific Rail Co.                                5,596,644      5,670,000    0.7


                                       Total Basic Industry                                    48,274,345     49,551,875    6.2

Capital Spending

Aerospace                   250,000    Allied-Signal Inc.                                       7,805,352      9,156,250    1.1


Auto & Truck                155,000    Consorcio G Groupo Dina, S.A. de C.V. (ADR)
                                          (d)(1)                                                2,506,119      2,499,375    0.3


Capital Goods             1,140,000    Wheelabrator Technologies, Inc.                         12,797,181     21,802,500    2.7


Communications               50,000    Motorola, Inc.                                           4,263,282      5,062,500    0.6
                             75,000    Tellabs, Inc.                                            3,080,391      4,068,750    0.5

<PAGE>
Computer Services           500,000    Computer Sciences Corp.                                 14,036,687     18,250,000    2.3
                            325,000    General Motors Corp. (Class E)                           9,470,962     11,131,250    1.4


Computer Technology          22,800    Novell Inc.                                                509,503        410,400    0.1


Electrical Equipment        162,000    Emerson Electric Co.                                     9,124,573      9,618,750    1.2
                             35,000    W.W. Grainger                                            2,267,080      2,222,500    0.3


Electronics                  50,000    Perkin Elmer Corp.                                       1,959,750      1,668,750    0.2
                            210,000    Solectron Corp.                                          5,168,718      6,326,250    0.8


Engineering &               210,000    Thermo Electron Corp.                                    8,634,781      8,163,750    1.0
Construction


Office Equipment            325,000    Danka Business Systems PLC (ADR)(d)(1)                   9,952,519     12,634,375    1.6


Telecommunications          385,000++++ADC Telecommunications, Inc.                            11,768,964     14,533,750    1.8
& Equipment                  90,000    DSC Communications Corp.                                 5,136,258      4,522,500    0.6


                                       Total Capital Spending                                 108,482,120    132,071,650   16.5
</TABLE>

<TABLE>
SCHEDULE OF INVESTMENTS (continued)
<CAPTION>
                             Shares                                                                            Value  Percent of
Industries                    Held                     US Stocks & Warrants                      Cost       (Note 1a) Net Assets
<S>                         <C>    <S>                                                       <C>            <C>             <C>
Consumer Goods & Services

Apparel                     140,000    Phillips-Van Heusen Corp.                             $  3,151,463   $  4,882,500    0.6%


Appliances                  675,000    Singer Co. N.V. (1)                                     17,730,688     23,203,125    2.9
                            639,500    Sunbeam-Oster Inc.                                      12,710,739     11,830,750    1.5


Automotive                  100,000    Ford Motor Co.                                           5,841,808      5,875,000    0.7
                            150,000    Magna International Inc.                                 7,474,189      7,050,000    0.9


Beverages                    19,100    Panamerican Beverage Inc. (1)                              487,050        661,337    0.1

<PAGE>
Conglomerates               690,000++++Grupo Carso, S.A. de C.V. (ADR)(d)(1)++++++              5,878,820     12,506,250    1.5


Healthcare--                420,000    Humana Inc.                                              7,781,015      7,822,500    1.0
Products & Services          75,000    Vivra Inc.                                               1,398,603      1,837,500    0.2


Household Products          140,000    Procter & Gamble Co.                                     7,773,736      7,507,500    0.9


Medical                     245,000++++Physician Corp.                                          4,985,524      6,431,250    0.8


Printing & Publishing       100,000    Gannett Co.                                              5,007,669      5,262,500    0.7


Retail                       27,400    Heilig-Meyers Co.                                          341,708        849,400    0.1


Services                    200,000    Block (H & R), Inc.                                      7,764,675      8,600,000    1.1
                             60,275    Kelly Services, Inc. (Class A)                           1,715,024      1,401,394    0.2


Telecommunications           61,200    ALC Communications Corp.                                 1,560,600      2,034,900    0.3
                            100,000    GTE Corp.                                                3,204,870      3,100,000    0.4
                            515,750    LDDS Communications Inc. (Class A)                      11,447,075     12,249,062    1.5
                            550,000    MCI Communications Corp.                                15,538,597     12,856,250    1.6
                             70,000    Sprint Corp.                                             2,594,900      2,397,500    0.3
                            315,000    Telefonos de Mexico, S.A. de C.V. (ADR)
                                       (d)(1)                                                  12,692,065     18,978,750    2.4


Tires & Rubber              140,000    Bandag, Inc. (Class A)                                   6,400,395      6,755,000    0.9
                            350,000    Cooper Tire & Rubber Co.                                 7,181,026      8,925,000    1.1


                                       Total Consumer Goods & Services                        150,662,239    173,017,468   21.7

<PAGE>
Credit-Sensitive & Financial Services

Banking                      80,000    Banco de Galicia y Buenos Aires S.A. (ADR)
                                       (d)(1)                                                   2,018,496      2,540,000    0.3
                             40,000    Banco Frances del Rio de la Plata S.A. (ADR)
                                       (d)(1)                                                   1,476,693      1,255,000    0.2
                             80,000    BankAmerica Corp.                                        3,457,141      3,150,000    0.4
                             50,000    Bank of New York Co.                                     2,404,161      2,550,000    0.3
                            122,500    Espirito Santo Financial Holding S.A. (ADR)
                                       (d)(1)                                                   3,447,435      3,613,750    0.4
                            130,000    Grupo Financiero Serfin S.A.                             3,204,369      3,266,250    0.4
                             90,000    Istituto Mobiliare (ADR)(d)(1)                           1,976,579      2,115,000    0.3


Telecommunications           35,000    International Telephone & Telegraph Corp.                2,966,908      3,001,250    0.4


                                       Total Credit-Sensitive & Financial Services             20,951,782     21,491,250    2.7
</TABLE>

<TABLE>
SCHEDULE OF INVESTMENTS (continued)
<CAPTION>
                             Shares                                                                            Value  Percent of
Industries                    Held                     US Stocks & Warrants                      Cost       (Note 1a) Net Assets
<S>                         <C>        <S>                                                   <C>            <C>            <C>
Energy

Oil--Integrated              20,000    Mobil Oil Corp.                                       $  1,571,620   $  1,487,500    0.2%


Oil International            70,000    Royal Dutch Petroleum Co. N.V. (ADR)(d)(1)               6,155,380      6,956,250    0.9


Petroleum                   170,000    Phillips Petroleum Co.                                   4,864,574      4,526,250    0.5


Utilities--Electric         350,000    California Energy Co., Inc.                              6,244,403      6,300,000    0.8


                                       Total Energy                                            18,835,977     19,270,000    2.4


                                       Total Investments in US Stocks & Warrants              347,206,463    395,402,243   49.5
<PAGE>
<CAPTION>
                                                Foreign Stocks & Warrants
<S>                         <C>        <S>                                                      <C>            <C>          <C>
Argentina

Utilities--                 560,000    Telecom Argentina S.A. (Class B)                         3,305,379      3,108,311    0.4
Communications


Australia

Banking                     335,942    National Australia Bank Ltd.                             2,106,640      2,680,702    0.3


Multi-Industry              300,948    Pacific Dunlop, Ltd.                                     1,129,136      1,055,124    0.1


Retail                      270,000    Coles Myer Ltd. (Warrants)(c)                              808,121        357,822    0.0


Canada

Consumer--Durables          280,000    International Semi-Tech Microelectronics, Inc.
                                       (Receipts)(e)                                            1,806,344      1,619,433    0.2


Media/Publishing             80,000    News Corp. (ADR)(d)                                      4,079,037      4,030,000    0.5


Retail Stores                50,000    Hudson's Bay Company (Ord.)                              1,529,050      1,066,368    0.1


Chile

Utilities                    11,000    Compania de Telefonos de Chile S.A.                      1,274,185        981,750    0.1


Utilities--Electric         121,600    Distribuidora Chilectra Metropolitana S.A.
                                       (ADR)(d)++++++                                           3,323,793      4,354,496    0.6

France

Multi-Industry                3,750    Compagnie Generale des Eaux                              1,401,331      1,709,177    0.2


Oil-Integrated              149,100    Societe Nationale Elf Aquitaine (ADR)(d)                 5,303,144      4,864,387    0.6
</TABLE>
<PAGE>

<TABLE>
SCHEDULE OF INVESTMENTS (continued)
<CAPTION>
                             Shares                                                                            Value  Percent of
Industries                    Held                   Foreign Stocks & Warrants                   Cost       (Note 1a) Net Assets
<S>                       <C>          <S>                                                   <C>            <C>             <C>
Germany

Automotive                   50,000    Daimler-Benz AG (ADR)(d)                              $  2,337,500   $  2,543,750    0.3%


Machinery                     2,000    Mannesmann AG                                              343,289        499,251    0.1


Hong Kong

Banking                     274,108    HSBC Holdings PLC                                        1,613,351      3,086,123    0.4


Electronics               1,300,000    Johnson Electric Co.                                     2,603,189      3,179,636    0.4


Foods/Food                  500,000    Dairy Farm International Holdings Ltd.                     866,896        757,056    0.1
Processing


Multi-Industry              504,000    Hutchison Whampoa, Ltd.                                  1,010,407      2,054,534    0.3


Mexico

Engineering &               291,600    Empresas ICA Sociedad Controladora,
Construction                           S.A. de C.V. (ADR)(d)                                    5,751,141      6,998,400    0.9


Portugal

Banking                     100,000    Banco Commercial Portugal (New)(ADR)(d)                  1,342,303      1,562,500    0.2
                             97,000    Banco Commercial Portugal (Registered)                   1,233,051      1,583,824    0.2


Singapore

Beverages                    65,000    Fraser & Neave Ltd. (Ordinary)                             730,745        696,873    0.1


Spain

Petroleum                    60,000    Repsol S.A.                                              1,616,190      1,882,310    0.2
<PAGE>
Utilities--Electric          50,000    Empresa Nacional de Electricidad S.A. (ADR)(d)             701,000      2,537,500    0.3


United Kingdom

Business Services            50,000    Reuters Holding PLC (ADR)(d)                             2,571,186      4,306,250    0.5


Consumer--                   50,000    Hanson PLC Sponsored (ADR)(d)                            1,106,687        993,750    0.1
Miscellaneous


Electronics                 100,000    Siebe PLC                                                  886,652        877,507    0.1


Engineering &               510,000    Huntingdon International Holdings PLC (ADR)(d)          12,702,548      3,123,750    0.4
Construction

</TABLE>

<TABLE>
SCHEDULE OF INVESTMENTS (concluded)
<CAPTION>
                             Shares                                                                               Value  Percent of
Industries                    Held                   Foreign Stocks & Warrants                      Cost       (Note 1a) Net Assets
<S>                         <C>        <S>                                                   <C>            <C>            <C>
Venezuela

Automotive &                657,500    Siderurgica Venezolana SIVENSA
Equipment                                S.A.I.C.A.-S.A.C.A. (ADR)(Warrants)(c)(d)++++++     $  1,544,625   $     19,725    0.0%


                                       Total Investments in Foreign Stocks & Warrants          65,026,920     62,530,309    7.7


                                       Total Investments in US & Foreign Stocks
                                       & Warrants                                             412,233,383    457,932,552   57.2
<PAGE>
<CAPTION>
                            Face  
                           Amount*                          Short-Term Securities
<S>                     <C>            <S>                                                   <C>            <C>           <C>
Commercial              $30,000,000    du Pont (E.I.) de Nemours & Co., 3.49% due
Paper**                                4/25/1994                                               29,930,200     29,930,200    3.7
                                       General Electric Capital Corp.:
                            635,000      3.50% due 4/01/1994                                      635,000        635,000    0.1
                         20,609,000      3.53% due 4/04/1994                                   20,602,938     20,602,938    2.6



                                       Total Investments in Short-Term Securities              51,168,138     51,168,138    6.4



Total Investments                                                                            $749,670,338    788,268,848   98.5
                                                                                             ============
Other Assets Less Liabilities                                                                                 12,171,258    1.5
                                                                                                            ------------  ------
Net Assets                                                                                                  $800,440,106  100.0%
                                                                                                            ============  ======
<FN>
   (a)Real Estate Mortgage Investment Conduits (REMIC).
   (b)Represents the yield-to-maturity on this zero coupon issue.
   (c)Warrants entitle the Fund to purchase a predetermined
      number of shares of common stock. The purchase price and
      number of shares are subject to adjustment under certain
      conditions until the expiration date.
   (d)American Depositary Receipt (ADR).
   (e)Receipts evidence payment by the Fund of 40% of the pur-
      chase price of Class A Shares of International Semi-Tech
      Microelectronics, Inc. The Fund is obligated to pay the
      remaining 60%, approximately $2,700,000 over the next
      two years.
     *Denominated in US dollars unless otherwise indicated.
    **Commercial Paper is traded on a discount basis; the interest rates
      shown are the discount rates paid at the time of purchase by the Fund.
    ++Separate Trading of Registrated Interest and Principal of Securities
      (STRIPS).
  ++++Non-income producing security.
++++++Restricted security pursuant to Rule 144A.
   (1)Consistent with the general policy of the Securities and Exchange
      Commission, the nationality or domicile of an issuer for determina-
      tion of foreign issuer status may be (i) the country under whose laws
      the issuer is organized, (ii) the country in which the issuer's securities
      are principally traded, or (iii) the country in which the issuer derives
      a significant proportion (at least 50%) of its revenue or profits from
      goods produced or sold, investments made, or services performed in
      the country, or in which at least 50% of the assets of the issuer are
      situated.

      See Notes to Financial Statements.
</TABLE>
<PAGE>

FINANCIAL INFORMATION
<TABLE>
<CAPTION>
Statement of Assets and Liabilities as of March  31, 1994
<S>           <S>                                                                                     <C>            <C>
Assets:       Investments, at value (identified cost--$749,670,338) (Note 1a)                                        $788,268,848
              Receivables:
                Securities sold                                                                       $ 17,442,878
                Interest                                                                                 3,296,857
                Capital shares sold                                                                        711,423
                Dividends                                                                                  406,028     21,857,186
                                                                                                      ------------
              Deferred organization expenses (Note 1f)                                                                      2,683
              Prepaid registration fees and other assets (Note 1f)                                                        144,208
                                                                                                                     ------------
              Total assets                                                                                            810,272,925
                                                                                                                     ------------


Liabilities:  Payables:
                Securities purchased                                                                     5,024,240
                Capital shares redeemed                                                                  2,758,319
                Distributor (Note 2)                                                                       674,136
                Investment adviser (Note 2)                                                                448,623      8,905,318
                                                                                                      ------------           
              Accrued expenses and other liabilities                                                                      927,501
                                                                                                                     ------------
              Total liabilities                                                                                         9,832,819
                                                                                                                     ------------


Net Assets:   Net assets                                                                                             $800,440,106
                                                                                                                     ============


Net Assets    Class A Common Stock, $0.01 par value, 500,000,000 shares authorized                                   $     34,412
Consist of:   Class B Common Stock, $0.01 par value, 500,000,000 shares authorized                                        646,960
              Paid-in capital in excess of par                                                                        702,898,369
              Undistributed investment income--net                                                                      2,421,693
              Undistributed realized capital gains on
              investments and foreign currency transactions--net                                                       55,845,048
              Unrealized appreciation on investments and foreign currency
              transactions--net                                                                                        38,593,624
                                                                                                                     ------------
              Net assets                                                                                             $800,440,106
                                                                                                                     ============


Net Asset     Class A--Based on net assets of $40,175,446 and 3,441,241 shares
Value:        outstanding                                                                                            $      11.67
                                                                                                                     ============
              Class B--Based on net assets of $760,264,660 and 64,695,953 shares
              outstanding                                                                                            $      11.75
                                                                                                                     ============
              See Notes to Financial Statements.
</TABLE>
<PAGE>

FINANCIAL INFORMATION (continued)
<TABLE>
<CAPTION>
Statement of Operations for the Six Months Ended March 31, 1994
<S>           <S>                                                                                     <C>            <C>
Investment    Interest and discount earned                                                                           $ 10,813,618
Income        Dividends (net of $130,379 foreign withholding tax)                                                       2,886,327
(Notes                                                                                                               ------------
1d & 1e):     Total income                                                                                             13,699,945
                                                                                                                     ------------


Expenses:     Distribution fees--Class B (Note 2)                                                                       4,093,753
              Investment advisory fees (Note 2)                                                                         2,716,119
              Transfer agent fees--Class B (Note 2)                                                                       486,429
              Custodian fees                                                                                               91,000
              Printing and shareholder reports                                                                             73,439
              Accounting services (Note 2)                                                                                 35,921
              Professional fees                                                                                            31,131
              Registration fees (Note 1f)                                                                                  28,737
              Transfer agent fees--Class A (Note 2)                                                                        21,255
              Directors' fees and expenses                                                                                 19,956
              Amortization of organization expenses (Note 1f)                                                                 798
              Pricing fees                                                                                                    798
              Other                                                                                                         8,781
                                                                                                                     ------------
              Total expenses                                                                                            7,608,117
                                                                                                                     ------------
              Investment income--net                                                                                    6,091,828
                                                                                                                     ------------


Realized &    Realized gain from:
Unrealized      Investments--net                                                                      $ 61,211,346
Gain            Foreign currency transactions--net                                                         968,386     62,179,732
(Loss) on                                                                                             ------------   
Investments   Change in unrealized appreciation/depreciation on:
& Foreign       Investments--net                                                                       (67,485,904)
Currency        Foreign currency transactions--net                                                          31,186    (67,454,718)
Transac-                                                                                              ------------   ------------
tions--Net    Net realized and unrealized loss on investments and foreign currency
Notes 1b,     transactions                                                                                             (5,274,986)
1e & 3):                                                                                                             ------------
              Net Increase in Net Assets Resulting from Operations                                                   $    816,842
                                                                                                                     ============

              See Notes to Financial Statements.
</TABLE>
<PAGE>

FINANCIAL INFORMATION (continued)
<TABLE>
Statements of Changes in Net Assets
<CAPTION>
                                                                                                       For the
                                                                                                      Six Months       For the
                                                                                                         Ended        Year Ended
                                                                                                       March 31,     September 30,
Increase (Decrease) in Net Assets:                                                                       1994            1993
<S>           <S>                                                                                     <C>            <C>  
Operations:   Investment income--net                                                                  $  6,091,828   $ 16,570,858
              Realized gain on investments and
                foreign currency transactions--net                                                      62,179,732     82,929,610
              Change in unrealized appreciation/depreciation on investments and
                foreign currency transactions--net                                                     (67,454,718)    14,121,027
                                                                                                      ------------   ------------
              Net increase in net assets resulting from operations                                         816,842    113,621,495
                                                                                                      ------------   ------------


Dividends &   Investment income--net:
Distri-         Class A                                                                                   (656,642)      (994,119)
butions to      Class B                                                                                 (7,759,759)   (17,314,603)
Shareholders  Realized gain on investments--net:
(Note 1g):      Class A                                                                                 (4,103,194)    (1,508,643)
                Class B                                                                                (75,192,306)   (59,542,543)
                                                                                                      ------------   ------------
              Net decrease in net assets resulting from dividends
              and distributions to shareholders                                                        (87,711,901)   (79,359,908)
                                                                                                      ------------   ------------


Capital Share Net increase (decrease) in net assets derived from capital
Transactions  share transactions                                                                        15,692,257    (69,858,642)
(Note 4):                                                                                             ------------   ------------


Net Assets:   Total decrease in net assets                                                             (71,202,802)   (35,597,055)
              Beginning of period                                                                      871,642,908    907,239,963
                                                                                                      ------------   ------------
              End of period*                                                                          $800,440,106   $871,642,908
                                                                                                      ============   ============
             <FN>
             *Undistributed investment income--net                                                    $  2,421,693   $  4,746,266
                                                                                                      ============   ============

              See Notes to Financial Statements.
</TABLE>
<PAGE>

FINANCIAL INFORMATION (continued)
<TABLE>
Financial Highlights
<CAPTION>
                                                                                                       Class A
                                                                                For the
The following per share data and ratios have been                              Six Months
derived from information provided in the financial statements.                   Ended
                                                                                March 31,     For the Year Ended September 30,
Increase (Decrease) in Net Asset Value:                                          1994      1993      1992       1991      1990
<S>           <S>                                                              <C>        <C>       <C>        <C>       <C>
Per Share     Net asset value, beginning of period                             $  13.02   $  12.57  $  11.94   $  10.61  $  11.93
Operating                                                                      --------   --------  --------   --------  --------
Performance:  Investment income--net                                                .17        .43       .47        .70       .64
              Realized and unrealized gain (loss) on investments
                and foreign currency transactions (1)--net                         (.09)      1.29       .61       1.63     (1.41)
                                                                               --------   --------  --------   --------  --------
              Total from investment operations                                      .08       1.72      1.08       2.33      (.77)
                                                                               --------   --------  --------   --------  --------
              Less dividends and distributions:
                Investment income--net                                             (.20)      (.39)     (.45)      (.62)     (.55)
                Realized gain on investments--net                                 (1.23)      (.88)       --       (.38)       --
                                                                               --------   --------  --------   --------  --------
              Total dividends and distributions                                   (1.43)     (1.27)     (.45)     (1.00)     (.55)
                                                                               --------   --------  --------   --------  --------
              Net asset value, end of period                                   $  11.67   $  13.02  $  12.57   $  11.94  $  10.61
                                                                               ========   ========  ========   ========  ========


Total         Based on net asset value per share                                   0.24%++  14.62%     9.23%     23.14%    (6.86%)
Investment                                                                     ========   ========  ========   ========  ========
Return:**

Ratios to     Expenses                                                             .79%*      .83%      .81%       .85%      .83%
Average                                                                        ========   ========  ========   ========  ========
Net Assets:   Investment income--net                                              2.38%*     3.09%     3.18%      3.64%     5.12%
                                                                               ========   ========  ========   ========  ========


Supplemental  Net assets, end of period (in thousands)                         $ 40,175   $ 40,688  $ 20,320   $ 12,839  $  4,511
Data:                                                                          ========   ========  ========   ========  ========
              Portfolio turnover                                                 30.76%     79.55%    65.40%    173.76%   163.56%
                                                                               ========   ========  ========   ========  ========

           <FN>
             *Annualized.
            **Total investment returns exclude the effects of sales loads.
            ++Aggregate total investment return.
           (1)Foreign currency transaction amounts have been reclassified
              to conform to the 1994 presentation.

              See Notes to Financial Statements.
</TABLE>
<PAGE>

FINANCIAL INFORMATION (concluded)

<TABLE>
Financial Highlights (concluded)
<CAPTION>
                                                                                                       Class B
                                                                                 For the
The following per share data and ratios have been                               Six Months
derived from information provided in the financial statements.                    Ended
                                                                                March 31,     For the Year Ended September 30,
Increase (Decrease) in Net Asset Value:                                           1994      1993      1992       1991      1990
<S>           <S>                                                              <C>        <C>       <C>        <C>       <C> 
Per Share     Net asset value, beginning of period                             $  13.09   $  12.62  $  11.99   $  10.60  $    11.91
Operating                                                                      --------   --------  --------   --------  ----------
Performance:  Investment income--net                                                .09        .24       .29        .39         .50
              Realized and unrealized gain (loss) on
              investments and foreign currency
              transactions (1)--net                                                (.07)      1.37       .66       1.83       (1.39)
                                                                               --------   --------  --------   --------  ----------
              Total from investment operations                                      .02       1.61       .95       2.22        (.89)
                                                                               --------   --------  --------   --------  ----------
              Less dividends and distributions:
                Investment income--net                                             (.13)      (.26)     (.32)      (.45)       (.42)
                Realized gain on investments--net                                 (1.23)      (.88)       --       (.38)         --
                                                                               --------   --------  --------   --------  ----------
              Total dividends and distributions                                   (1.36)     (1.14)     (.32)      (.83)       (.42)
                                                                               --------   --------  --------   --------  ----------
              Net asset value, end of period                                   $  11.75   $  13.09  $  12.62   $  11.99  $    10.60
                                                                               ========   ========  ========   ========  ==========


Total         Based on net asset value per share                                 (0.23%)++  13.49%     8.01%     21.91%      (7.79%)
Investment                                                                     ========   ========  ========   ========  ==========
Return:**
 
Ratios to     Expenses, excluding distribution fees                                .81%*      .85%      .85%       .90%        .86%
Average                                                                        ========   ========  ========   ========  ==========
Net Assets:   Expenses                                                            1.81%*     1.85%     1.85%      1.90%       1.86%
                                                                               ========   ========  ========   ========  ==========
              Investment income--net                                              1.36%*     1.99%     2.10%      3.37%       3.90%
                                                                               ========   ========  ========   ========  ==========


Supplemental  Net assets, end of period (in thousands)                         $760,265   $830,955  $886,920   $986,895  $1,171,567
Data:                                                                          ========   ========  ========   ========  ==========
              Portfolio turnover                                                 30.76%     79.55%    65.40%    173.76%     163.56%
                                                                               ========   ========  ========   ========  ==========
<PAGE>
           <FN>
             *Annualized.
            **Total investment returns exclude the effects of sales loads.
            ++Aggregate total investment return.
           (1)Foreign currency transaction amounts have been reclassified to
              conform to the 1994 presentation.

              See Notes to Financial Statements.
</TABLE>

NOTES TO FINANCIAL STATEMENTS

1. Significant Accounting Policies:
Merrill Lynch Retirement Benefit Investment Program, Inc., Full
Investment Portfolio does business under the name Merrill Lynch
Balanced Fund for Investment and Retirement. Merrill Lynch Balan-
ced Fund for Investment and Retirement (the "Fund") is registered
under the Investment Company Act of 1940 as a diversified, open-
end investment management company. The Fund offers both Class A
and Class B Shares. Class A Shares are sold with a front-end
sales charge. Class B Shares may be subject to a contingent de-
ferred sales charge. Both classes of shares have identical vot-
ing, dividend, liquidation and other rights and the same terms
and conditions, except that Class B Shares bear certain expenses
related to the distribution of such shares and have exclusive
voting rights with respect to matters relating to such dis-
tribution expenditures. The following is a summary of signifi-
cant accounting policies followed by the Fund.

(a) Valuation of investments--Portfolio securities and options
which are traded on stock exchanges are valued at the last sale
price 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 valu-
ed at the last quoted bid prices at the close of trading on the
New York Stock Exchange on each day by brokers that make markets
in the securities. Portfolio securities which are traded both in
the over-the-counter market and on a stock exchange are valued ac-
cording to the broadest and most representative market. Short-
term securities are valued at amortized cost, which approximates
market. Securities and assets for which market quotations are
not readily available are valued at fair value as determined in
good faith by or under the direction of the Board of Directors of
the Fund. 
<PAGE>
(b) Foreign currency transactions--Transactions denominated in
foreign currencies are recorded at the exchange rate prevailing
when recognized. Assets and liabilities denominated in foreign cur-
rencies are valued at the exchange rate at the end of the period.
Foreign currency transactions are the result of settling (real-
ized) and valuing (unrealized) assets and liabilities expressed
in foreign currencies into US dollars. Realized and unrealized
gains or losses from investments include the effects of foreign
exchange sales on investments.

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

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

(c) Options--When the Fund sells an option, an amount equal to the
premium received by the Fund is reflected as an asset and an equiv-
alent liability. The amount of the liability is subsequently marked
to market to reflect the current market value of the option written.

When a security is sold through an exercise of an option, the re-
lated premium received is deducted from the basis of the security
sold. When an option expires (or the Fund enters into a closing
transaction), the Fund realizes a gain or loss on the option to
the extent of the premiums received or paid (or loss or gain to
the extent the cost of the closing transaction is less than or
greater than the premium paid or received). 

Written and purchased options are non-income producing investments.

(d) Income taxes--It is the Fund's policy to comply with the re-
quirements 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 trans-
actions are recorded on the dates the transactions are entered in-
to (the trade dates). Dividend income is recorded on the ex-div-
idend date, except that if the ex-dividend date has passed, certain
dividends from foreign securities are recorded as soon as the Fund
is informed of the ex-dividend date. Interest income (including
amortization of discount) is recognized on the accrual basis.
Realized gains and losses on security transactions are determined
on the identified cost basis.

NOTES TO FINANCIAL STATEMENTS (concluded)

(f) Deferred organization expenses and prepaid registration fees--
Deferred organization expenses are charged to expense on a straight-
line basis over a five-year period. Costs related to the organ-
ization of the second class of shares are charged to expense over
a period not exceeding five years. Prepaid registration fees are
charged to expense as the related shares are issued.

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

(h) Reclassifications--Certain 1993 amounts have been reclassified
to conform to the 1994 presentation.

2. Investment Advisory Agreement and
Transaction with Affiliates:
The Fund has entered into an Investment Advisory Agreement with
Merrill Lynch Asset Management, L.P. ("MLAM"). Effective January 1,
1994, the investment advisory business of MLAM was reorganized
from a corporation to a limited partnership. Both prior to and
after the reorganization, ultimate control of MLAM was vested with
Merrill Lynch & Co., Inc. ("ML & Co."). The general partner of
MLAM is Princeton Services, Inc., an indirect wholly-owned sub-
sidiary of ML & Co. The limited partners are ML & Co. and Merrill
Lynch Investment Management, Inc. ("MLIM"), which is also an in-
direct wholly-owned subsidiary of ML & Co. The Fund has also
entered into a Distribution Agreement and a Distribution Plan
with Merrill Lynch Funds Distributor, Inc. ("MLFD" or "Distri-
butor"), a wholly-owned subsidiary of MLIM.
<PAGE>
MLAM is responsible for the management of the Fund's portfolio
and provides the necessary personnel, facilities, equipment and
certain other services necessary to the operations of the Fund.
For such services, the Fund pays a monthly fee based upon the
average daily value of the Fund's net assets at the following
annual rates: 0.65% of the average daily net assets not exceeding
$500 million; 0.60% of the average daily net assets exceeding
$500 million but not exceeding $1.5 billion; 0.55% of the av-
erage daily net assets exceeding $1.5 billion but not exceeding
$2.5 billion; 0.50% of the average daily net assets exceeding $2.5
billion but not exceeding $3.5 billion; and 0.45% of the average
daily net assets exceeding $3.5 billion. The most restrictive an-
nual expense limitation requires that the Adviser reimburse the
Fund to the extent the Fund's expenses (excluding interest, taxes,
distribution fees, brokerage fees and commissions, and extraor-
dinary items) exceed 2.5% of the Fund's first $30 million of av-
erage daily net assets, 2.0% of the next $70 million of average
daily net assets, and 1.5% of the average daily net assets in
excess thereof. No payment will be made to MLAM during any fis-
cal year which will cause such expenses to exceed the most restric-
tive expense limitation applicable at the time of such payment.

Pursuant to a Distribution Plan (the "Distribution Plan") adopted
by the Fund in accordance with Rule 12b-1 under the Investment
Company Act of 1940, the Fund pays the Distributor an ongoing
account maintenance fee and distribution fee, which are accrued
daily and paid monthly at the annual rates of 0.25% and 0.75%,
respectively, of the average daily net assets of the Class B
Shares of the Fund. Pursuant to a sub-agreement with the Dis-
tributor, Merrill Lynch provides account maintenance and distri-
bution services to the Fund with respect to Class B Shares. As
authorized by the Plan, the Distributor has entered into an agree-
ment with Merrill Lynch, Pierce, Fenner & Smith Inc. ("MLPF&S"),
which provides for the compensation of MLPF&S for providing dis-
tribution-related services to the Fund.

For the six months ended March 31, 1994, MLFD earned under-
writing discounts of $2,294, and MLPF&S received dealer con-
cessions of $35,241 on sales of the Fund's Class A Shares.

MLPF&S received contingent deferred sales charges of $78,329
relating to transactions in Class B Shares and $53,670 in com-
missions on the execution of portfolio security transactions
for the Fund during the period.

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

Accounting services are provided to the Fund by MLAM at cost.
<PAGE>
Certain officers and/or directors of the Fund are officers and/
or directors of MLIM, MLPF&S, FDS, MLFD, and/or ML & Co.

3. Investments:
Purchases and sales of investments, excluding short-term securi-
ties, for the six months ended March 31, 1994 were $250,984,195
and $344,304,826, respectively.

Net realized and unrealized gains (losses) as of March 31, 1994
were as follows:

                                                  Unrealized
                               Realized             Gains
                                 Gains             (Losses)

Long-term investments        $ 61,211,346        $ 38,598,510
Options written                    21,243                  --
Foreign currency
transactions                      947,143              (4,886)
                             ------------        ------------
Total                        $ 62,179,732        $ 38,593,624
                             ============        ============

As of March 31, 1994, net unrealized appreciation for Federal in-
come tax purposes aggregated $38,598,510, of which $75,149,692 re-
lated to appreciated securities and $36,551,182 related to de-
preciated securities. The aggregate cost of investments less premiums
received for options written, at March 31, 1994 for Federal income
tax purposes was $749,670,338.

Transactions in call options written for the six months ended
March 31, 1994 were as follows:

                              Par Value/Shares
                                Covered by          Premiums
                              Written Options       Received

Outstanding options at
beginning of period                    --                  --
Options written                    25,800        $     38,999
Options closed                    (10,400)            (10,154)
Options exercised                  (1,800)            (15,010)
Options expired                   (13,600)            (13,835)
                             ------------        ------------
Outstanding options at
end of period                          --        $         --
                             ============        ============
<PAGE>
4. Capital Share Transactions:
Net increase (decrease) in net assets derived from capital share
transactions was $15,692,257 for the six months ended March 31,
1994 and ($69,858,642) for the year ended September 30, 1993, re-
spectively.

Transactions in capital shares for Class A and Class B
Shares were as follows:

Class A Shares for the Six Months                           Dollar
Ended March 31, 1994                     Shares             Amount

Shares sold                            1,016,163        $  12,847,884
Shares issued to sharehold-
ers in reinvestment of
dividends and distributions              376,995            4,535,252
                                    ------------        -------------
Total issued                           1,393,158           17,383,136
Shares redeemed                       (1,077,993)         (13,288,826)
                                    ------------        -------------
Net increase                             315,165        $   4,094,310
                                    ============        =============

Class A Shares for the Year                                 Dollar
Ended September 30, 1993                 Shares             Amount

Shares sold                            2,695,028        $  33,091,210
Shares issued to share-
holders in reinvestment
of dividends                             161,050            1,956,633
                                    ------------        -------------
Total issued                           2,856,078           35,047,843
Shares redeemed                       (1,346,924)         (17,015,867)
                                    ------------        -------------
Net increase                           1,509,154        $  18,031,976
                                    ============        =============

Class B Shares for the Six Months                           Dollar
Ended March 31, 1994                     Shares             Amount

Shares sold                            1,673,591        $  21,175,801
Shares issued to sharehold-
ers in reinvestment of
dividends and distributions            5,798,154           70,389,583
                                    ------------        -------------
Total issued                           7,471,745           91,565,384
Shares redeemed                       (6,265,393)         (79,967,437)
                                    ------------        -------------
Net increase                           1,206,352        $  11,597,947
                                    ============        =============
<PAGE>
Class B Shares for the Year                                 Dollar
Ended September 30, 1993                 Shares             Amount

Shares sold                            2,722,243        $  34,400,436
Shares issued to share-
holders in reinvestment
of dividends                           5,336,253           65,136,704
                                    ------------        -------------
Total issued                           8,058,496           99,537,140
Shares redeemed                      (14,832,136)        (187,427,758)
                                    ------------        -------------
Net decrease                          (6,773,640)       $ (87,890,618)
                                    ============        =============

5. Loan Securities:
At March 31, 1994, the Fund held US Treasury Bonds having an aggregate
value of approximately $5,300,000 as collateral for portfolio securities
loaned having a market value of approximately $4,030,000.

6. Commitments:
At March 31, 1994, the Fund had entered into forward exchange contracts
under which it had agreed to sell various foreign currencies with approx-
imate values of $765,000.

APPENDIX: GRAPHIC AND IMAGE MATERIAL

Item 1:

Portfolio Summary

Sector Representation
As a Percentage of Equities
As of March 31, 1994

A bar graph depicting the Fund's sector representation as a 
percentage of equities as of March 31, 1994.

Basic Industry         10.6%      Consumer Goods & Services    27.0%
Energy                  4.2%      Capital Spending             28.2%
                                  Foreign                      15.0%
                                  Credit-Sensitive &
                                    Financial Services         15.0%
<PAGE>
Security Diversification
As of March 31, 1994

A bar graph depicting the Fund's security diverseification as of
March 31, 1994.

Stocks                       57.3%      US             48.7%
                                        Non US          8.6%

Bonds                        34.8%      US             27.3%
                                        Non             7.5%

Cash & Cash Equivalents       7.9%



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