MERRILL LYNCH BALANCED FD FOR INV & RET
N-30D, 1994-11-23
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MERRILL
LYNCH
BALANCED
FUND

For Investment and Retirement




FUND LOGO





Annual Report  September 30, 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
performance. Investment return and principal value of
shares will fluctuate so that shares, when redeemed,
may be worth more or less than their original cost.











Merrill Lynch 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
<PAGE>


Merrill Lynch Balanced Fund for Investment and Retirement

PORTFOLIO SUMMARY


GRAPHIC AND IMAGE MATERIAL APPEARS HERE.
SEE APPENDIX ITEM 1.



As of September 30, 1994               Percent of
Currency Diversification               Net Assets

US Dollar                                 82.9%
German Mark                                3.2
Mexican Peso                               3.2
UK Sterling                                2.2
Australian Dollar                          1.5
Hong Kong Dollar                           1.4
French Franc                               1.0
Italian Lira                               1.0
Chilean Peso                               0.8
Argentinian Peso                           0.7
Canadian Dollar                            0.5
Portuguese Escudo                          0.4
Swedish Krona                              0.4
Danish Krone                               0.3
Japanese Yen                               0.3
Spanish Peseta                             0.2


                                                   S&P
US Common Stock Investments              Fund      500*

After Tax Profit Margin                   8.1%     7.1%
Yield                                     1.8%     2.5%
Price/Earnings Ratio**                   17.0     18.0
Return on Equity                         20.5%    14.9%
Average Capitalization (in billions)     $7.5     $6.6
Earnings Growth Rate (5 yr. average)     22.0%    13.0%

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


                                                Merrill Lynch
Fixed-Income Investments                 Fund    BOAO Index*

Duration                              4.9 Years    5.2 Years
Average Maturity                      8.0 Years    9.3 Years
Asset Breakdown:
  US Treasuries/Agencies                 68.2%       76.6%
  Corporates                             10.5%       23.4%
  International Governments              21.3%         --

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




DEAR SHAREHOLDER

During the September quarter, the Fund's asset mix
shifted slightly to favor cash equivalents at the
expense of bonds and equities. At the end of
September, cash equivalents represented 8.5% of
the portfolio's net assets, bonds were 32.4%, and
59.1% of net assets were invested in equities.

Economic Background
Economic growth has slowed, but it has not slowed
enough to ease investors' inflationary fears. Second
quarter growth of 4.0% was aided substantially by
inventory accumulation, as final sales advanced at
only a 1.6% rate. Economists initially lowered their
projections for third-quarter growth to reflect the
assumed slowdown in production deemed necessary
to work off this increased inventory. But consumer
spending on clothes, furniture and automobiles
was strong this summer, so that gross domestic
product (GDP) growth for the third quarter will most
likely register 3.0%--3.5%. However, new home sales
and buyer traffic have slowed from the peak of
last year and will most likely continue to weaken as
mortgage rates increase.
<PAGE>
What seems to be concerning investors most is the
rapid rises of commodity and producer prices, yet
perhaps this should be seen as corroboration of a
synchronized world recovery in the developed
countries with an added bonus from growth in the
developing economies. So far we have not seen signs
of a pickup in the type of inflation that tends to
linger even after growth slows. Consumer prices and
wage rate increases are well behaved. Monetary
growth in the United States and worldwide is at a
record low, credit expansion is at a record low,
and the growth rate of government spending in
both the United States and other developed nations
is very low.

The price movement of basic materials and high
operating rates of manufacturing capacity are
causing investors to remain cautious. It seems
possible, though, that after years of restructuring
and increasing productivity, operating rates may run
at higher levels than in the past two decades
without causing inflation to accelerate substantially.

Another factor that may prevent inflation from a
major upturn during this cycle is the preemptive
moves by the Federal Reserve Board and the aggres-
sive response by fixed-income investors. In the last
eight months, long-term bond yields have increased
200 basis points (2.00%) while inflation has still
remained stable at 2.0%. In past economic cycles,
inflation had already turned up several percentage
points before bond market yields increased.

Having said all this, and believing that price in-
creases are reacting in a traditional end-of-cycle man-
ner, we believe the Federal Reserve Board is likely
to continue to raise interest rates to further slow
the economy to a non-inflationary 2.5%--3.0% rate.

Investment Strategy
Our strategy in this negative interest rate environ-
ment has been to raise cash from bond holdings and
shorten the average life of the bond portfolio until
clearer signs of a decelerating economy and easing
prices are more evident. Because of the preemptive
moves by the Federal Reserve Board, inflation should
not reach the level of the late 1980s, and further
interest rate increases should be better reflected in
the short-term end of the market with a prospective
flattening of the yield curve.
<PAGE>
In the equity markets, our short-term strategy
shifted during the September quarter. After a
modest rally earlier this summer in the cyclical and
interest rate sensitive stocks, we have again reduced
our allocation to this sector for the duration of
interest rate increases. We continued to reduce our
allocation to consumer cyclicals, big ticket pur-
chases which will likely be negatively affected by
higher cost of credit. Witnessing higher world
demand and accelerating prices, we have maintained
our investments in globally oriented commodity
goods. We continue to emphasize stocks in the
rapidly growing worldwide development of the
information superhighway.

Outside of the United States, we have continued to
focus on Latin America and the Pacific Rim markets
which are growing at above-average rates. The
Mexican stock market recovered this summer in
anticipation of the presidential elections and with
the conviction the country will remain successful in
lowering inflation and maintaining growth. The
Mexican market recently was disquieted by a second
political assassination this year.

Fiscal Year in Review
The last 12 months have been more volatile compared
to the preceding two years. Interest rates hit a
cyclical low in October 1993 and have since increased
to a cyclical high. We had anticipated a relatively flat
yield curve reflecting a still moderately recovering
economy with low inflation expectations. However,
preemptive moves by the Federal Reserve Board
beginning in early February had a negative impact
on fixed-income investments, but a more substantial
impact on international fixed-income and equity
markets particularly in those currencies tied to the
US dollar.
<PAGE>
Although we reduced our exposure to Mexico and
Hong Kong, investments in these markets remain
prominent after excellent performance in the fourth
quarter of last year. And as both markets are US
dollar sensitive, they underperformed in the first
half of the year. However, the US currency is
showing signs of some stabilization, and these
markets are performing better. Now that the Mexican
presidential election is over and the new govern-
ment seems intent on maintaining growth while still
focusing on controlling inflation, this market has
recovered substantially. In the Pacific Rim, an area
of long-term emphasis, the Hong Kong market was
negatively affected by US dollar instability in
addition to the impact of the Chinese government
tightening credit in an effort to curb high inflation.
Some of these investment dollars shifted to the
Japanese market, where despite political upheaval
and negative economic growth, the equity market
was one of the best-performing in the world. In the
United States, equity market performance was
negatively impacted by the increase in interest
rates, which adversely affected long duration growth
stocks including telecommunication issues which
are heavily weighted in the portfolio. Since the end
of June, these stocks have performed very well,
which reflects their solid growth prospects, in our
opinion. Overall, these investment decisions bene-
fited the portfolio's total returns for the fiscal year.

In Conclusion
We believe that deceleration of US corporate profit
growth into 1995 should lead to a shift in favor of
steady growth companies which are significantly
represented in the equity portfolio.

We thank you for your continued investment in
Merrill Lynch Balanced Fund for Investment and
Retirement, and we look forward to continuing to
serve your financial needs throughout the Fund's
new fiscal year and beyond.

Sincerely,


(Arthur Zeikel)
Arthur Zeikel
President


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

November 3, 1994
<PAGE>


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

Custodian
The Chase Manhattan Bank, N.A.
4 Metro Tech Center, 18th Floor
Brooklyn, New York 11245

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


                                 

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.

Total Return Based on a $10,000 Investment


GRAPHIC MATERIAL APPEARS HERE.
SEE APPENDIX GRAPHIC AND IMAGE MATERIALS ITEM 2.


Average Annual Total Return
                                        % Return Without        % Return With
                                          Sales Charge          Sales Charge**

Class A Shares*

Year Ended 9/30/94                         +1.81%                   -4.81%
Five Years Ended 9/30/94                   +7.89                    +6.45
Inception (10/27/88)
through 9/30/94                            +9.25                    +8.01
<PAGE>
[FN]
 *Maximum sales charge is 6.5%.
**Assuming maximum sales charge.


                                           % Return                % Return
                                         Without CDSC             With CDSC**
Class B Shares*

Year Ended 9/30/94                         +0.76%                   -2.81%
Five Years Ended 9/30/94                   +6.79                    +6.79
Inception (11/29/85)
through 9/30/94                            +8.35                    +8.35

[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
                                                      9/30/94         6/30/94         9/30/93    % Change        % Change
<S>                                                    <C>             <C>             <C>         <C>            <C>    
ML Balanced Fund Class A Shares*                       $11.67          $11.36          $13.02      -2.82%(1)      +2.73%
ML Balanced Fund Class B Shares*                        11.75           11.41           13.09      -2.75(1)       +2.98
ML Balanced Fund Class A Shares--Total Return*                                                     +1.81(2)       +4.34(3)
ML Balanced Fund Class B Shares--Total Return*							   +0.76(4)	  +4.00(5)
S&P 500/ML BOAO Blended Index--Total Return**                                                      +2.68          -0.14

<FN>
  *Investment results shown do not reflect sales charges; results shown would be lower if a sales charge was included.
 **An unmanaged broad-based index comprised of corporate bonds, government 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 $0.587 per share ordinary income dividends and $1.013 per share capital gains
   distributions.
(3)Percent change includes reinvestment of $0.176 per share ordinary income dividends.
(4)Percent change includes reinvestment of $0.454 per share ordinary income dividends and $1.013 per share capital gains
   distributions.
(5)Percent change includes reinvestment of $0.112 per share ordinary income dividends.
</TABLE>
<PAGE>

<TABLE>
IMPORTANT TAX INFORMATION (unaudited)

The following information summarizes all per share distributions 
paid by Merrill Lynch Balanced Fund for Investment and Retirement 
during the fiscal year ended September 30, 1994:

<CAPTION>
                              Qualifying           Interest From             Other              Total            Long-Term
Record         Payable         Domestic               Federal            Non-Qualifying        Ordinary           Capital
 Date           Date        Ordinary Income*        Obligations         Ordinary Income         Income             Gains

Class A Shares:
<C>           <C>               <C>                   <C>                  <C>                <C>
12/20/93      12/29/93          $0.104233             $0.057586            $0.249177          $0.410996         $1.012622
07/05/94      07/13/94          $0.039847             $0.037407            $0.098430          $0.175684                --

Class B Shares:

12/20/93      12/29/93          $0.086545             $0.047814            $0.206890          $0.341249         $1.012622
07/05/94      07/13/94          $0.025478             $0.023918            $0.062935          $0.112331                --

<FN>
*Qualifying domestic ordinary income qualifies for the dividends 
 received deduction for corporations.
</TABLE>


The law varies in each state as to whether and what
percentage of dividend income attributable to Fed-
eral obligations is exempt from state income tax.
We recommend that you consult your tax adviser to
determine if any portion of the dividends you received
is exempt from state income tax.

Listed at right are the percentages of the Fund's
total assets invested in Federal obligations as of the
end of each quarter of the fiscal year.


For the Quarter Ended            Federal Obligations*

December 31, 1993                              14.85%
March 31, 1994                                 15.65%
June 30, 1994                                  15.80%
September 30, 1994                             16.07%

Please retain this information for your records.

*For purposes of this calculation, Federal obligations include
 US Treasury Notes, US Treasury Bills, and US Treasury Bonds.
 Also included are obligations issued by the following agencies:
 Banks for Cooperatives, Federal Intermediate Credit Banks,
 Federal Land Banks, Federal Home Loan Banks, and the
 Student Loan Marketing Association.

 Repurchase agreements are not included in this calculation.
<PAGE>




<TABLE>
SCHEDULE OF INVESTMENTS
<CAPTION>
                                 Face                                                                           Value    Percent of
Industries                      Amount*                Corporate Bonds                             Cost       (Note 1a)  Net Assets
<S>           <C>            <C>             <S>                                               <C>           <C>             <C>
Financial                    $ 10,000,000    Ford Capital BV, 9.375% due 1/01/1998             $ 10,037,900  $ 10,552,600      1.4%
Services                        5,000,000    Landeskreditbank, N.V., 7.875% due 4/15/2004         4,972,068     4,957,500      0.7

Financial                      10,000,000    American General Financial Corp., 7.38%
Services--                                   due 5/13/1997                                        9,993,200    10,020,400      1.3
Consumer

                                             Total Investments in Corporate Bonds                25,003,168    25,530,500      3.4


Country                                         US Government & Agency Obligations

United States                   4,910,000    Federal Home Loan Mortgage Corp., REMIC,
                                             1243-HP, 5.625% due 11/25/2015 (a)                   4,788,017     4,437,413      0.6
                               20,000,000    Federal National Mortgage Association,
                                             7.00% due 3/25/2024                                 18,443,750    18,362,500      2.4
                                             Government National Mortgage Association:
                               12,720,792      7.50% due 6/15/2024                               12,152,332    11,953,575      1.6
                                6,869,588      7.50% due 7/15/2024                                6,562,603     6,455,269      0.8
                                             US Treasury Notes:
                               55,000,000      7.875% due 8/15/2001                              53,943,600    56,289,200      7.5
                               25,000,000      6.25% due 2/15/2003                               25,710,938    22,972,750      3.1
                               35,000,000      5.75% due 8/15/2003                               36,432,813    30,860,200      4.1
                               22,000,000    US Treasury STRIPS++, 6.81% due 5/15/2000(b)        16,050,781    14,639,240      2.0

                                             Total Investments in US Government &
                                             Agency Obligations                                 174,084,834   165,970,147     22.1

<PAGE>
                                                     Foreign Obligations

Australia     A$                3,100,000    Queensland Treasury Corp., Global, 8.00%
                                             due 7/14/1999                                        2,328,332     2,134,085      0.3

Germany                                      Bundes:
              DM               17,000,000      6.00% due 2/20/1998                               10,668,744    10,668,625      1.4
                               22,000,000      6.375% due 5/20/1998                              13,923,234    13,918,671      1.8

Italy         Lit               5,000,000    Republic of Italy, 8.75% due 2/08/2001               5,373,050     5,152,670      0.7

Mexico        Mxp              45,013,640    Mexican Cetes, 9.04% due 9/07/1995(b)               13,025,996    11,761,787      1.6

United                                       UK Treasury Gilt:
Kingdom       Pound Sterling    1,350,000      8.75% due 9/01/1997                                2,267,919     2,149,575      0.3
                                4,000,000      8.00% due 6/10/2003                                6,698,788     5,949,233      0.8

                                             Total Investments in Foreign Obligations            54,286,063    51,734,646      6.9


                                             Total Investments in Corporate Bonds,
                                             US Government & Agency and
                                             Foreign Obligations                                253,374,065   243,235,293     32.4
</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>
Basic Industry

Aluminum                           15,000    Aluminum Co. of America (ALCOA)                   $  1,285,103  $  1,271,250      0.2%

Chemicals                         110,000    du Pont (E.I.) de Nemours & Co.                      6,362,863     6,380,000      0.8
                                  145,000    Eastman Chemical Co.                                 7,478,773     7,884,375      1.0
                                  120,000    IMC Fertilizer Group, Inc.                           4,987,939     5,340,000      0.7
                                   90,000    Rohm & Haas Co.                                      4,872,761     5,141,250      0.7

Packaging                         150,000    Crown Cork & Seal Co., Inc.                          4,484,320     5,775,000      0.8

Paper & Forest                    135,000    Scott Paper Co.                                      6,002,300     8,251,875      1.1
Producers                          85,000    Willamette Industries, Inc.                          3,173,000     4,356,250      0.6

                                             Total Basic Industry                                38,647,059    44,400,000      5.9

<PAGE>
Capital Spending

Auto & Truck                      125,000    Consorcio G Groupo Dina, S.A. de C.V.
                                             (ADR) (c) (1)                                        2,026,119     1,500,000      0.2

Communication                     255,000 +++ADC Telecommunications, Inc.                         8,983,466    10,200,000      1.4
Equipment                         270,000    DSC Communications Corp.                             7,169,181     7,695,000      1.0
                                   75,000 +++General Data Comm Industries, Inc.                   1,790,297     2,118,750      0.3
                                  120,000    Motorola, Inc.                                       6,103,380     6,330,000      0.8
                                  120,000    Tellabs, Inc.                                        2,539,049     5,100,000      0.7

Computer Services                 435,000    Computer Sciences Corp.                             12,394,300    18,922,500      2.5

Electrical Equipment              150,000     Siebe PLC (1)                                       1,309,386     1,277,370      0.2
                                  100,000     W.W. Grainger                                       6,446,088     5,925,000      0.8

Electronics                       210,000     Solectron Corp.                                     5,168,718     5,538,750      0.7

Engineering &                     230,000     Empresas ICA Sociedad Controladora, S.A. de C.V.
Construction                                  (ADR) (c) (1)                                       4,526,225     7,417,500      1.0
                                  410,000     Huntington International Holdings PLC
                                              (ADR) (c) (1)                                       9,996,548     1,998,750      0.3

Environmental                   1,100,000     Wheelabrator Technologies, Inc.                    12,362,975    16,912,500      2.3
Control

Multi-Industry                    200,000     Allied-Signal Inc.                                  6,438,764     6,825,000      0.9

Office Equipment                  610,000     Danka Business Systems PLC (ADR) (c) (1)            9,489,019    11,208,750      1.5
                                   15,000     International Business Machines Corp.               1,063,730     1,042,500      0.1

                                              Total Capital Spending                             97,807,245   110,012,370     14.7
</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>
Consumer Goods & Services

Appliances                        675,000    Singer Co. N.V. (ADR) (c) (1)                     $ 17,730,688  $ 22,781,250      3.0%
                                  474,500    Sunbeam-Oster Inc.                                   9,420,127    11,565,938      1.5

Automotive                        104,700    Magna International Inc. (ADR) (c) (1)               5,172,274     3,860,813      0.5
Equipment

Beverages                          20,000    PanAmerican Beverage Inc. (ADR) (c) (1)                635,958       717,500      0.1
<PAGE>
Consumer--                         90,000    Duracell International Inc.                          3,713,033     4,106,250      0.5
Miscellaneous

Consumer--Services                180,000    Block (H & R), Inc.                                  7,774,923     8,257,500      1.1

Drugs & Hospital                   60,000    Merck & Co., Inc.                                    2,143,314     2,130,000      0.3
Supply

Health Care                       450,000    Humana Inc.                                          8,419,745    10,631,250      1.4
                                  265,000    Physician Corp. of America                           5,482,809     5,962,500      0.8
                                   40,000    Vivra Inc.                                             727,950     1,090,000      0.1

Household Products                240,000    Procter & Gamble Co.                                13,503,704    14,310,000      1.9

Photography                        60,000    Eastman Kodak Co.                                    3,004,778     3,105,000      0.4

Retail                             75,000    Phillips-Van Heusen Corp.                            1,721,463     1,546,875      0.2

Tires & Rubber                    196,100    Cooper Tire & Rubber Co.                             4,764,741     4,583,837      0.6

                                             Total Consumer Goods & Services                     84,215,507    94,648,713     12.4


Credit-Sensitive & Financial Services

Banking                            90,000    Banco Frances del Rio de la Plata S.A.(ADR)(c)(1)    2,964,448     2,700,000      0.4
                                  165,000    BankAmerica Corp.                                    7,440,617     7,280,625      1.0
                                  200,000    Bank of New York Co.                                 5,581,161     5,925,000      0.8
                                  245,000    Espirito Santo Financial Holding S.A. (ADR) (c) (1)  3,447,435     3,430,000      0.5
                                  130,000    Grupo Financiero Serfin S.A. (ADR) (c) (1)           3,204,369     2,957,500      0.4

Insurance                         110,000    International Telephone & Telegraph Corp.            9,403,546     9,171,250      1.2

					     Total Credit-Sensitive & Financial Services         32,041,576    31,464,375      4.3

Energy

Energy--Related                   350,000    California Energy Co., Inc.                          6,244,403     5,993,750      0.8

Oil--Integrated                   110,000    Mobil Oil Corp.                                      8,561,728     8,703,750      1.2
                                  180,000    Phillips Petroleum Co.                               5,854,415     6,165,000      0.8
                                   70,000    Royal Dutch Petroleum Co. N.V. (ADR) (c) (1)         6,155,380     7,516,250      1.0

                                             Total Energy                                        26,815,926    28,378,750      3.8
</TABLE>
<PAGE>



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

Railroads                         310,000 +++Southern Pacific Rail Co.                         $  6,386,644  $  5,812,500      0.8%

                                             Total Transports                                     6,386,644     5,812,500      0.8


Utilities

Utilities--                        49,100    ALC Communications Corp.                             1,456,673     1,608,025      0.2
Communications                    180,000    GTE Corp.                                            5,790,102     5,467,500      0.7
                                  515,750    LDDS Communications Inc. (Class A)                  11,447,075    11,346,500      1.5
                                  415,000    MCI Communications Corp.                            11,820,141    10,530,625      1.4
                                  170,000    Southwestern Bell Corp.                              7,282,605     7,225,000      1.0
                                   90,000    Sprint Corp.                                         3,364,449     3,431,250      0.5
                                  200,000    Telefonos de Mexico, S.A. de C.V. (ADR) (c) (1)      9,342,788    12,500,000      1.7

                                             Total Utilities                                     50,503,833    52,108,900      7.0

                                             Total Investments in US Stocks & Warrants          336,417,790   366,825,608     48.9


                                                    Foreign Stocks & Warrants

Argentina

Banking                            40,000    Banco de Galicia y Buenos Aires S.A. (ADR) (c)       1,261,974     1,250,000      0.2

Utilities--                       560,000    Telecom Argentina S.A. (Class B)                     3,305,379     3,741,174      0.5
Communications


Australia

Banking                           425,250    Coles Myer Ltd.                                      1,802,859     1,312,236      0.2
                                  347,492    National Australia Bank Ltd.                         2,199,488     2,653,727      0.4

Media/Publishing                   80,000    News Corp. (ADR) (c)                                 4,079,037     4,050,000      0.5

Multi-Industry                    308,963    Pacific Dunlop, Ltd.                                 1,154,171       937,394      0.1


Canada

Appliances                        280,000    International Semi-Tech Corp.                        2,947,648     1,775,457      0.2

Chemicals                          90,000    NOVA Corp. (Class A)                                   949,140       990,000      0.1
<PAGE>
Retail Stores                      75,000    Hudson's Bay Company (Ordinary)                      2,011,843     1,629,523      0.2


Chile

Banking                            57,000 +++Banco O'Higgins (ADR) (c)                              837,114     1,168,500      0.2

Utilities--Electric                96,600    Distribuidora Chilectra Metropolitana S.A.
                                             (ADR) (c)++++                                        2,696,793     4,745,475      0.6


Denmark

Utilities--                        80,000    Tele Danmark A/S                                     1,882,080     2,180,000      0.3
Communications
</TABLE>


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

Industrial                          3,123 +++Eramet                                            $    183,452  $    201,457      0.0%

Insurance                          42,900    Compagnie UAP                                        1,165,352     1,086,662      0.1

Oil--Integrated                   153,826    Societe Nationale Elf Aquitaine (ADR) (c)            5,483,913     5,537,736      0.7

Utilities--Water                   15,413    Compagnie Generale des Eaux                          1,445,264     1,361,634      0.2


Hong Kong

Banking                           283,415    HSBC Holdings PLC                                    1,715,599     3,163,646      0.4

Electrical                      1,300,000    Johnson Electric Co.                                 2,603,189     3,659,389      0.5
Equipment

Multi--Industry                   660,000    Hutchison Whampoa, Ltd.                              1,685,630     3,117,761      0.4

Real Estate                       225,000    Wharf Holdings Ltd.                                    948,314       905,626      0.1

<PAGE>
Italy

Banking                            90,000    Instituto Mobilare (ADR) (c)                         1,976,579     1,890,000      0.3


Japan

Chemicals                          65,000    Sekisui Chemical Co.                                   663,408       684,211      0.1

Electronics                        90,000    Mitsubishi Electric Corp.                              556,016       643,117      0.1

Tools                              30,000 +++Makita Electric Work                                   609,699       582,996      0.1


Mexico

Multi-Industry                    465,000 +++Grupo Carso, S.A. de C.V. (ADR) (c)++++              4,106,100     10,520,625     1.4

Retail Stores                     430,000    CIFRA, S.A. de C.V. 'C'                              1,129,713      1,203,949     0.2


Portugal

Banking                           100,000    Banco Commercial Portugal (New) (ADR) (c)            1,342,303      1,350,000     0.2
                                   97,000    Banco Commercial Portugal (Registered)               1,233,051      1,332,215     0.2


Spain

Oil--Integrated                    60,000    Repsol S.A.                                          1,616,190      1,832,489     0.2


Sweden

Appliances                         12,000    Electrolux AB 'B' Free                                 610,647       568,302      0.1

Telecommunications                 40,000    Ericsson (LM) Telephone Co.                          2,085,490     2,140,000      0.3
</TABLE>
<PAGE>


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

Financial Services                100,000    Reuters Holding PLC (ADR) (c)                     $  2,571,186  $  4,475,000      0.6%

Multi-Industry                     50,000    Hanson PLC Sponsored (ADR) (c)                       1,106,687       906,250      0.1

Oil--Integrated                    35,000    British Petroleum Co. PLC (ADR) (c)                  2,578,350     2,651,250      0.4

                                             Total Investments in Foreign Stocks &
                                             Warrants                                            62,543,658    76,247,801     10.2

                                             Total Investments in US & Foreign Stocks
                                             & Warrants                                         398,961,448   443,073,409     59.1

<CAPTION>
                                 Face
                                Amount*            Short-Term Securities
<S>                          <C>            <S>                                                <C>           <C>             <C>
Commercial                   $ 20,000,000    B.A.T. Capital Corp., 4.92% due 10/26/1994          19,931,667    19,931,667      2.7
Paper**                        24,881,000    General Electric Capital Corp., 4.95%
                                             due 10/03/1994                                      24,874,157    24,874,157      3.3

                                             Total Investments in Short-Term Securities          44,805,824    44,805,824      6.0

                                             Total Investments                                  697,141,337   731,114,526     97.5


<CAPTION>
                               Number of                                                           Premiums
	                        Shares                       Issue                                 Received
<S>                                 <C>                                                        <C>           <C>             <C>
Options Written

Call Options                        1,000    General DataComm Industries, Inc.,
Written                                      expiring October 1994 at US$30                          (1,783)       (1,125)     0.0

                                             Total Options Written                                   (1,783)       (1,125)     0.0


Total Investments, Net of Options Written                                                      $697,139,554   731,113,401     97.5
                                                                                               ============
Other Assets Less Liabilities                                                                                  18,685,289      2.5
                                                                                                             ------------    ------
Net Assets                                                                                                   $749,798,690    100.0%
                                                                                                             ============    ======
<PAGE>

<FN>
 (a)Real Estate Mortgage Investment Conduits (REMIC).
 (b)Represents the yield-to-maturity on this zero coupon issue.
    These securities are purchased at a deep discount and
    amortized to maturity.
 (c)American Depositary Receipt (ADR).
   *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.
 (1)Consistent with the general policy of the Securities and
    Exchange Commission, the nationality or domicile of an issuer
    for determination 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.

  ++Separate Trading of Registered Interest and Principal of Securities
    (STRIPS).
++++Restricted securities as to resale. The value of the Fund's investment
    in restricted securities was approximately $15,266,000, representing
    2.0% of net assets.

<CAPTION>
                                                                            Value
Issue                           Acquisition Date             Cost         (Note 1a)
<S>                             <C>                      <C>           <C>
Distribuidora Chilectra
Metropolitana S.A.
(ADR)                           2/12/1992-2/26/1992      $  2,696,793  $  4,745,475
Grupo Carso,
S.A. de C.V. (ADR)              9/24/1991-1/24/1992         4,106,100    10,520,625
                                                         ------------  ------------
Total                                                    $  6,802,893  $ 15,266,100
                                                         ============  ============
 +++Non-income producing security.
</TABLE>
<PAGE>


FINANCIAL INFORMATION
<TABLE>
Statement of Assets and Liabilities as of September 30, 1994
<S>           <S>                                                                                     <C>             <C>
Assets:       Investments, at value (identified cost--$697,141,337) (Note 1a)                                         $731,114,526
              Cash                                                                                                       1,193,921
              Receivables:
                Securities sold                                                                       $ 39,659,730
                Interest                                                                                 3,297,249
                Dividends                                                                                  676,737
                Capital shares sold                                                                        251,850      43,885,566
                                                                                                      ------------
              Prepaid registration fees and other assets (Note 1d)                                                         126,383
                                                                                                                      ------------
              Total assets                                                                                             776,320,396
                                                                                                                      ------------

Liabilities:  Options written, at value (premiums received--$1,783) (Notes 1a & 1c)                                          1,125
              Payables:
                Securities purchased                                                                    23,288,459
                Capital shares redeemed                                                                  1,805,947
                Distributor (Note 2)                                                                       592,475
                Investment adviser (Note 2)                                                                396,063      26,082,944
                                                                                                      ------------
              Accrued expenses and other liabilities                                                                       437,637
                                                                                                                      ------------
              Total liabilities                                                                                         26,521,706
                                                                                                                      ------------
 
Net Assets:   Net assets                                                                                              $749,798,690
                                                                                                                      ============

Net Assets    Class A Shares of Common Stock, $0.01 par value, 500,000,000 shares authorized                          $     34,246
Consist of:   Class B Shares of Common Stock, $0.01 par value, 500,000,000 shares authorized                               604,020
              Paid-in capital in excess of par                                                                         652,263,675
              Undistributed investment income--net                                                                       3,227,255
              Undistributed realized capital gains on investments and foreign currency transactions--net                59,682,149
              Unrealized appreciation on investments and foreign currency transactions--net                             33,987,345
                                                                                                                      ------------
              Net assets                                                                                              $749,798,690
                                                                                                                      ============

Net Asset     Class A--Based on net assets of $39,962,564 and 3,424,576 shares outstanding                            $      11.67
Value:                                                                                                                ============
              Class B--Based on net assets of $709,836,126 and 60,402,048 shares outstanding                          $      11.75
                                                                                                                      ============


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


FINANCIAL INFORMATION (continued)

<TABLE>
Statement of Operations for the Year Ended September 30, 1994
<S>           <S>                                                                                     <C>             <C>
Investment    Interest and discount earned (net of $91,991 foreign withholding tax)                                   $ 21,932,818
Income        Dividends (net of $259,965 foreign withholding tax)                                                        6,678,142
(Notes 1d     Other                                                                                                        204,094
& 1e):                                                                                                                ------------
              Total income                                                                                              28,815,054
                                                                                                                      ------------

Expenses:     Distribution fees--Class B (Note 2)                                                                        7,779,195
              Investment advisory fees (Note 2)                                                                          5,173,680
              Transfer agent fees--Class B (Note 2)                                                                      1,174,407
              Custodian fees                                                                                               190,179
              Printing and shareholder reports                                                                             182,011
              Accounting services (Note 2)                                                                                  98,036
              Transfer agent fees--Class A (Note 2)                                                                         53,139
              Professional fees                                                                                             51,144
              Registration fees (Note 1f)                                                                                   49,492
              Directors' fees and expenses                                                                                  48,967
              Pricing fees                                                                                                   4,640
              Amortization of organization expenses (Note 1f)                                                                2,683
              Other                                                                                                         23,017
                                                                                                                      ------------
              Total expenses                                                                                            14,830,590
                                                                                                                      ------------
              Investment income--net                                                                                    13,984,464
                                                                                                                      ------------

Realized &    Realized gain from:
Unrealized      Investments--net                                                                      $ 66,568,356
Gain (Loss)     Foreign currency transactions--net                                                           1,285      66,569,641
on Investment                                                                                         ------------
& Foreign     Change in unrealized appreciation/depreciation on:
Currency         Investments--net                                                                      (72,110,568) 
Transactions--   Foreign currency transactions--net                                                         49,571     (72,060,997)
Net (Notes 1b,                                                                                        ------------    ------------
1e & 3):      Net realized and unrealized loss on investments and foreign currency transactions                         (5,491,356)
                                                                                                                      ------------
              Net Increase in Net Assets Resulting from Operations                                                    $  8,493,108
                                                                                                                      ============



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


FINANCIAL INFORMATION (continued)

<TABLE>
Statements of Changes in Net Assets
<CAPTION>
                                                                                                       For the Year Ended Sept. 30,
Increase (Decrease) in Net Assets:                                                                        1994             1993
<S>           <S>                                                                                     <C>             <C>
Operations:   Investment income--net                                                                  $ 13,984,464    $ 16,570,858
              Realized gain on investments and foreign currency transactions--net                       66,569,641      82,929,610
              Change in unrealized appreciation/depreciation on investments and
              foreign currency transactions--net                                                       (72,060,997)     14,121,027
                                                                                                      ------------    ------------
              Net increase in net assets resulting from operations                                       8,493,108     113,621,495
                                                                                                      ------------    ------------

Dividends &   Investment income--net:
Distributions   Class A                                                                                 (1,253,348)       (994,119)
to Share-       Class B                                                                                (14,802,935)    (17,314,603)
holders       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                                                        (95,351,783)    (79,359,908)
                                                                                                      ------------    ------------

Capital Share Net decrease in net assets derived from capital
Transactions  share transactions                                                                       (34,985,543)    (69,858,642)
(Note 4):                                                                                             ------------    ------------

Net Assets:   Total decrease in net assets                                                            (121,844,218)    (35,597,055)
              Beginning of year                                                                        871,642,908     907,239,963
                                                                                                      ------------    ------------
              End of year*                                                                            $749,798,690    $871,642,908
                                                                                                      ============    ============

             *Undistributed investment income--net                                                    $  3,227,255    $  4,746,266
                                                                                                      ============    ============


              See Notes to Financial Statements.
</TABLE>
<PAGE>
FINANCIAL INFORMATION (concluded)

<TABLE>
FINANCIAL HIGHLIGHTS
<CAPTION>
The following per share data and ratios have been derived
from information provided in the financial statements.                                       Class A
                                                                                  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 year                     $  13.02     $  12.57     $  11.94     $  10.61     $  11.93
Operating                                                            --------     --------     --------     --------     --------
Performance:  Investment income--net                                      .32          .43          .47          .70          .64
              Realized and unrealized gain (loss) on investments
              and foreign currency transactions (1)--net                 (.07)        1.29          .61         1.63        (1.41)
                                                                     --------     --------     --------     --------     --------
              Total from investment operations                            .25         1.72         1.08         2.33         (.77)
                                                                     --------     --------     --------     --------     --------
              Less dividends and distributions:
                Investment income--net                                   (.37)        (.39)        (.45)        (.62)        (.55)
                Realized gain on investments--net                       (1.23)        (.88)          --         (.38)          --
                                                                     --------     --------     --------     --------     --------
              Total dividends and distributions                         (1.60)       (1.27)        (.45)       (1.00)        (.55)
                                                                     --------     --------     --------     --------     --------
              Net asset value, end of year                           $  11.67     $  13.02     $  12.57     $  11.94     $  10.61
                                                                     ========     ========     ========     ========     ========

Total         Based on net asset value per share                        1.81%       14.62%        9.23%       23.14%       (6.86%)
Investment                                                           ========     ========     ========     ========     ========
Return:**

Ratios to     Expenses                                                   .83%         .83%         .81%         .85%         .83%
Average                                                              ========     ========     ========     ========     ========
Net Assets:   Investment income--net                                    2.68%        3.09%        3.18%        3.64%        5.12%
                                                                     ========     ========     ========     ========     ========

Supplemental  Net assets, end of year (in thousands)                 $ 39,963     $ 40,688     $ 20,320     $ 12,839     $ 44,511
Data:                                                                ========     ========     ========     ========     ========
              Portfolio turnover                                       59.15%       79.55%       65.40%      173.76%      163.56%
                                                                     ========     ========     ========     ========     ========

<PAGE>


<CAPTION>
The following per share data and ratios have been derived
from information provided in the financial statements.                                       Class B
                                                                                  For the Year Ended September 30,
Increase (Decrease) in Net Asset Value:                                 1994*       1993         1992         1991         1990
<S>                                                                 <C>          <C>          <C>          <C>          <C> 
Per Share     Net asset value, beginning of year                    $   13.09    $   12.62    $   11.99    $   10.60    $    11.91
Operating                                                           ---------    ---------    ---------    ---------    ----------
Performance:  Investment income--net                                      .20          .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                            .13         1.61          .95         2.22          (.89)
                                                                    ---------    ---------    ---------    ---------    ----------
              Less dividends and distributions:
                Investment income--net                                   (.24)        (.26)        (.32)        (.45)         (.42)
                Realized gain on investments--net                       (1.23)        (.88)          --         (.38)           --
                                                                    ---------    ---------    ---------    ---------    ----------
              Total dividends and distributions                         (1.47)       (1.14)        (.32)        (.83)         (.42)
                                                                    ---------    ---------    ---------    ---------    ----------
              Net asset value, end of year                          $   11.75    $   13.09    $   12.62    $   11.99    $    10.60
                                                                    =========    =========    =========    =========    ==========

Total         Based on net asset value per share                        0.76%       13.49%        8.01%       21.91%        (7.79%)
Investment                                                          =========    =========    =========    =========    ==========
Return:**

Ratios to     Expenses, excluding distribution fees                      .86%         .85%         .85%         .90%          .86%
Average                                                             =========    =========    =========    =========    ==========
Net Assets:   Expenses                                                  1.86%        1.85%        1.85%        1.90%         1.86%
                                                                    =========    =========    =========    =========    ==========
              Investment income--net                                    1.65%        1.99%        2.10%        3.37%         3.90%
                                                                    =========    =========    =========    =========    ==========

Supplemental  Net assets, end of year (in thousands)                $ 709,836    $ 830,955    $ 886,920    $ 986,895    $1,171,567
Data:                                                               =========    =========    =========    =========    ==========
              Portfolio turnover                                       59.15%       79.55%       65.40%      173.76%       163.56%
                                                                    =========    =========    =========    =========    ==========


           <FN>
             *Based on average shares outstanding during the year.
            **Total investment returns exclude the effect of sales loads.
           (1)Foreign currency transaction amounts have been reclassified to conform to 1994 presentation.


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



NOTES TO FINANCIAL STATEMENTS

1. Significant Accounting Policies:
Merrill Lynch Retirement Benefit Investment Pro-
gram, Inc., Full Investment Portfolio does business
under the name Merrill Lynch Balanced Fund for
Investment and Retirement. Merrill Lynch Balanced
Fund for Investment and Retirement (the "Fund")
is registered under the Investment Company Act
of 1940 as a diversified, open-end management
investment 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 deferred sales charge. Both classes
of shares have identical voting, 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 distribution expenditures. On
September 27, 1994, shareholders approved the
implementation of the Merrill Lynch Select Pricing sm
System, which will offer two new classes of shares,
Class C and Class D. The following is a summary of
significant 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 valued 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 ex-
change are valued according to the broadest and
most representative market. Short-term securities
are valued at amortized cost, which approximates
market value. 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 currencies
are valued at the exchange rate at the end of the
period. Foreign currency transactions are the result
of settling (realized) 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 contracts as a hedge against either spe-
cific transactions or portfolio positions. Such con-
tracts 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 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 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 equivalent liability.
The amount of the liability is subsequently marked
to market to reflect the current market value of the
option written.

When a security is sold through an exercise of an
option, the related premium received is deducted from
the basis of the security sold. When an option expires
(or the Fund enters into a closing transaction), the
Fund realizes a gain or loss on the option to the extent
of the 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.
<PAGE>
(d) Income taxes--It is the Fund's policy to comply
with the requirements of the Internal Revenue Code
applicable to regulated investment companies and
to distribute substantially all of its taxable income
to its shareholders. Therefore, no Federal income tax
provision is required. Under the applicable foreign
tax law, a withholding tax may be imposed on interest,
dividends and capital gains at various rates.

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

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

(g) Dividends and distributions--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.
Undistributed realized capital gains-net in the
amount of $552,808 has been reclassified to undis-
tributed investment income-net.

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 invest-
ment advisory business of MLAM was reorganized
from a corporation to a limited partnership. Both
prior to and after the reorganization, ultimate con-
trol of MLAM was vested with Merrill Lynch & Co.,
Inc. ("ML & Co."). The general partner of MLAM is
Princeton Services, Inc. ("PSI"), an indirect wholly-
owned subsidiary of ML & Co. The limited partners
are ML & Co. and Merrill Lynch Investment Manage-
ment, Inc. ("MLIM"), which is also an indirect
wholly-owned subsidiary of ML & Co. The Fund has
also entered into a Distribution Agreement and a
Distribution Plan with Merrill Lynch Funds Dis-
tributor, Inc. ("MLFD" or "Distributor"), a wholly-
owned subsidiary of MLIM.
<PAGE>
MLAM is responsible for the management of the
Fund's portfolio and provides the necessary person-
nel, 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 mil-
lion but not exceeding $1.5 billion; 0.55% of the
average 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 annual 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 extraordinary items) exceed 2.5% of the Fund's
first $30 million of average daily net assets, 2.0% of
the next $70 million of average daily net assets,
and 1.5% of the average daily net assets in excess
thereof. No payment will be made to MLAM during
any fiscal year which will cause such expenses to
exceed the most restrictive 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 a 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. Pursu-
ant to a sub-agreement with the Distributor, Merrill
Lynch, Pierce, Fenner, & Smith Inc. ("MLPF&S"),
a subsidiary of ML & Co., also provides account
maintenance and distribution services to the Fund.
The ongoing account maintenance fee compensates
the Distributor and MLPF&S for providing account
maintenance services to Class B shareholders.
The ongoing distribution fee compensates the
Distributor and MLPF&S for providing shareholder
and distribution services and bearing certain
distribution-related expenses of the Fund.
For the year ended September 30, 1994, MLFD
earned underwriting discounts of $3,336, and
MLPF&S received dealer concessions of $51,587 on
sales of the Fund's Class A Shares.

MLPF&S received contingent deferred sales charges
of $163,949 relating to transactions in Class B Shares
and $75,348 in commissions on the execution of
portfolio security transactions for the Fund during
the period.
<PAGE>
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.

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


NOTES TO FINANCIAL STATEMENTS (concluded)


3. Investments:
Purchases and sales of investments, excluding
short-term securities, for the year ended Septem-
ber 30, 1994 were $455,609,366 and $600,829,358,
respectively.

Net realized and unrealized gains (losses) as of
September 30, 1994 were as follows:

                                      Realized        Unrealized
                                        Gains           Gains
                                      (Losses)         (Losses)

Long-term investments               $66,532,102       $33,973,189
Options written                          36,254               658
Foreign currency
transactions                           (241,606)           13,498
Forward foreign exchange
contracts                               242,891                --
                                    -----------       -----------
Total                               $66,569,641       $33,987,345
                                    ===========       ===========

As of September 30, 1994, net unrealized apprecia-
tion for Federal income tax purposes aggregated
$33,973,847, of which $64,172,617 related to appre-
ciated securities and $30,198,770 related to de-
preciated securities. The aggregate cost of invest-
ments less premiums received for options written
at September 30, 1994 for Federal income tax
purposes was $697,139,554.
<PAGE>
Transactions in call options written for the year
ended September 30, 1994 were as follows:

                                       Number of         Premiums
                                        Shares           Received
Outstanding options at
beginning of year                            --                --
Options written                          32,500       $    48,779
Options closed                          (10,400)          (10,154)
Options exercised                        (7,500)          (23,007)
Options expired                         (13,600)          (13,835)
                                    -----------       -----------
Outstanding options at
end of year                               1,000            $1,783
                                    ===========       ===========


4. Capital Share Transactions:
Net decrease in net assets derived from capital
share transactions was $34,985,543 and $69,858,642
for the years ended September 30, 1994 and
September 30, 1993, respectively.

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

Class A Shares for the Year                             Dollar
Ended September 30, 1994                 Shares         Amount

Shares sold                            1,518,510    $  18,698,722
Shares issued to share-
holders in reinvestment of
dividends and distributions              428,291        5,110,279
                                    ------------    -------------
Total issued                           1,946,801       23,809,001
Shares redeemed                       (1,648,302)     (19,908,322)
                                    ------------    -------------
Net increase                             298,499    $   3,900,679
                                    ============    =============
<PAGE>

Class A Shares for the Year                             Dollar
Ended September 30, 1994                 Shares         Amount

Shares sold                            2,695,028    $  33,091,210
Shares issued to share-
holders in reinvestment
of distributions                         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 Year                             Dollar
Ended September 30, 1994                 Shares         Amount

Shares sold                            2,858,236    $  35,039,885
Shares issued to share-
holders in reinvestment of
dividends and distributions            6,329,365       76,402,900
                                    ------------    -------------
Total issued                           9,187,601      111,442,785
Shares redeemed                      (12,275,154)    (150,329,007)
                                    ------------    -------------
Net decrease                          (3,087,553)   $ (38,886,222)
                                    ============    =============

Class B Shares for the Year                             Dollar
Ended September 30, 1994                 Shares         Amount

Shares sold                            2,722,243    $  34,400,436
Shares issued to share-
holders in reinvestment
of distributions                       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 September 30, 1994, the Fund held a US Treasury
Bond having an value of approximately $4,169,000 as
collateral for portfolio securities loaned having a
market value of approximately $4,050,000.
<PAGE>
6. Commitments:
At September 30, 1994, the Fund had entered into
forward foreign exchange contracts under which it
had agreed to purchase and sell various foreign
currencies with values of approximately $183,000
and $772,000.


<AUDIT-REPORT>
INDEPENDENT AUDITORS' REPORT

The Board of Directors and Shareholders,
Merrill Lynch Balanced Fund for Investment and
Retirement (formerly Merrill Lynch Retirement
Benefit Investment Program, Inc.):

We have audited the accompanying statement of
assets and liabilities, including the schedule of invest-
ments, of Merrill Lynch Balanced Fund for Invest-
ment and Retirement as of September 30, 1994, 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
Fund'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 gener-
ally 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 September 30, 1994 by correspondence
with the custodian and brokers. An audit also in-
cludes 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
Balanced Fund for Investment and Retirement as of
September 30, 1994, the results of its operations, the
changes in its net assets, and the financial high-
lights for the respective stated periods in conformity
with generally accepted accounting principles.


Deloitte & Touche LLP
Princeton, New Jersey
October 31, 1994
</AUDIT-REPORT>
<PAGE>


PORTFOLIO INFORMATION

Ten Largest Equity Holdings                          Percent of
As of September 30, 1994                             Net Assets

Singer Co. N.V. (ADR)                                    3.0%
Computer Sciences Corp.                                  2.5
Wheelabrator Technologies, Inc.                          2.3
Procter & Gamble Co.                                     1.9
Telefonos de Mexico, S.A. de C.V. (ADR)                  1.7
Sunbeam-Oster Inc.                                       1.5
LDDS Communications Inc. (Class A)                       1.5
Danka Business Systems PLC (ADR)                         1.5
Humana Inc.                                              1.4
MCI Communications Corp.                                 1.4




APPENDIX GRAPHIC AND IMAGE MATERIALS.

ITEM 1:

PORTFOLIO SUMMARY

Sector Representation As a Percentage of US Equities as of
September 30, 1994

A bar graph depicting the Fund's sector representation as a
percentage of US equities as of September 30, 1994 is a follows:

Basic Industry              12.l%
Credit-Sensitive &
Financial Services           8.6%
Transports                   1.6%
Consumer Goods & Services   25.8%
Capital Spending            30.0%
Energy                       7.7%
Utilities                   14.2%
<PAGE>

Security Diversification As of September 30, 1994

A bar graph depicting the Fund's security diversification as of
September 30, 1994 is as follows:

Stocks                  59.1%      US      48.9%
                                   Non US  10.2%
Bonds                   32.4%      US      25.5%
                                   Non US   6.9%
Cash & Cash Equivalents  8.5%


ITEM 2:

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 growth of an investment in the S&P 500
Index and the S&P 500/ML BOAO Blended Index. Beginning and ending
values are:

                                      10/27/88**       9/30/94

ML Balanced Fund, Inc.++--
  Class A Shares                         $9,350        $15,794

S&P 500 Index++++                       $10,000        $20,127

S&P 500/ML BOAO Blended Index++++++     $10,000        $18,358

[FN]
     *Assuming maximum sales charge, transaction costs and other
      operating expenses, including advisory fees.
    **Commencement of Operations.
    ++ML Balanced Fund invests primarily in high quality, larger
      capitalization common stocks and other types of securities,
      including fixed-income securities and convertible securities.
  ++++This unmanaged broad-based Index is comprised of common
      stocks.
++++++This unmanaged Index, which is an equally weighted blend of
      the S&P 500 Index and the ML BOAO Index, is comprised of
      common stocks as well as investment-grade bonds.
<PAGE>

A line graph depicting the growth of an investment in the Fund's
Class B Shares compared to growth of an investment in the S&P 500
Index and the S&P 500/ML BOAO Blended Index. Beginning and ending
values are:

                                      11/29/85**       9/30/94

ML Balanced Fund, Inc.++--
  Class B Shares*                       $10,000        $20,315

S&P 500 Index++++                       $10,000        $30,484

S&P 500/ML BOAO Blended Index++++++     $10,000        $26,618

[FN]
     *Assuming maximum sales charge, transaction costs and other
      operating expenses, including advisory fees.
    **Commencement of Operations.
    ++ML Balanced Fund invests primarily in high quality, larger
      capitalization common stocks and other types of securities,
      including fixed-income securities and convertible securities.
  ++++This unmanaged broad-based Index is comprised of common
      stocks.
++++++This unmanaged Index, which is an equally weighted blend of
      the S&P 500 Index and the ML BOAO Index, is comprised of
      common stocks as well as investment-grade bonds.




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