WORLDWIDE VALUE FUND INC
N-30D, 1995-08-25
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<PAGE>
OFFICERS AND DIRECTORS

Charles J. Swindells--Chairman
A. John W. Campbell--Director
Edmund J. Cashman, Jr.--Director
Henri Deegenaar--Director
Walter A. Eberstadt--Director
Ian F. H. Grant--Director
Lawrence W. Harris, III--Director
Robert H. C. Van Maasdijk--Director
Wolfgang E. Furst Ysenburg--Director
Peter E. F. Newbald--President
William H. Miller, III--Vice President
Edward A. Taber, III--Vice President
Marie K. Karpinski--Vice President, Secretary
   and Treasurer
Andrew Roberts--Assistant Vice President
James N. H. Bennett--Assistant Vice President
Brian J. Pierce--Assistant Vice President
Susan T. Lind--Assistant Secretary

CUSTODIAN AND TRANSFER AGENT
State Street Bank & Trust Company
P.O. Box 1713
Boston, Massachusetts 02105

SUB-CUSTODIAN
The Chase Manhattan Bank, N.A.
1 Chaseside
Bournemouth, Dorset BH7 7DB
England

WORLDWIDE VALUE FUND, INC.
P.O. BOX 1476--10TH FLOOR
7 EAST REDWOOD STREET
BALTIMORE, MD 21203-1476









      Printed on Recycled Paper
                       (Worldwide Value Fund logo)
                         REPORT TO SHAREHOLDERS
                        FOR THE SIX MONTHS ENDED
                              JUNE 30, 1995




                         LOMBARD ODIER INTERNATIONAL
                         PORTFOLIO MANAGEMENT LIMITED
                              INVESTMENT ADVISER


                          LEGG MASON FUND ADVISER, INC.
                             INVESTMENT CONSULTANT
                               AND ADMINISTRATOR


<PAGE>
TO OUR SHAREHOLDERS,
    During the second quarter of 1995 Worldwide Value Fund recorded a 7.8%
increase in its net asset value, closing at $19.48 per share at June 30 against
$18.07 at March 31. This performance was slightly better than Lipper Analytical
Service's Global Equity Fund Index, which rose 7.6% in value during the quarter,
but less than Standard & Poor's 500 Stock Index, which rose 9.5% since March 31.


    Net investment income for the June quarter was $337,000, or $.11 per share,
against $258,000, or $.09 per share, in the second quarter of 1994. Realized and
unrealized gains for the same period were $3,811,000, or $1.30 per share, in
1995, against losses of ($2,406,000), or ($.80) per share, in 1994. 

    The Fund's portfolio remains principally invested in Europe. The United
Kingdom represents the largest holding with 31.6% of net assets, followed by
Germany with 13.1%, the Netherlands 12.3%, France 12.0% and Switzerland 11.1%. 

    We continued the share repurchase program which began during the quarter. At
June 30, 1995, 16,000 shares were repurchased and retired as treasury stock. The
Board of Directors has authorized the repurchase of up to 5% of all outstanding
shares. As the wide discount from net asset value continues, we will take
advantage of this unusual investment opportunity and continue the share
repurchase program. 

    The Fund's annual meeting of shareholders was held on April 18, 1995. Of the
3,005,000 shares outstanding, the following shares (in thousands) were voted at
the meeting:
<TABLE>
<CAPTION>
                                                    For    Against    Abstain
<S>                                               <C>       <C>        <C>
Election of nine directors:
  A. John W. Campbell                             2,070          -         34
  Edmund J. Cashman, Jr.                          2,070          -         34
  Henri Deegenaar                                 2,070          -         34
  Walter A. Eberstadt                             2,070          -         34
  Ian F. H. Grant                                 2,070          -         34
  Lawrence W. Harris, III                         2,070          -         34
  Charles J. Swindells                            2,070          -         34
  Robert H. C. Van Maasdijk                       2,070          -         34
  Wolfgang E. Furst Ysenburg                      2,070          -         34
Ratification of selection of Coopers
& Lybrand L.L.P. as the Fund's independent
accountants for the year ending December 31, 1995 2,082         11         11
</TABLE>
                                          Sincerely,


                                          (signature)


                                          Charles J. Swindells
                                           Chairman of the Board
July 28, 1995
<PAGE>
INVESTMENT ADVISERS' COMMENTS
    During the second quarter of 1995 the European equity markets exhibited a
much more encouraging performance. The currency markets were considerably less
volatile, investor sentiment towards equities improved significantly, and the
European index appreciated nearly 6%.

                                2ND QUARTER 1995

                   MSCI European Index         +5.7%
                   Worldwide Value Fund NAV    +7.8%
    In terms of currency developments we had the first show of strength from the
dollar in May, albeit volatile, and a slight weakness in the deutschmark--
continuation of these trends must be monitored closely-but overall currency
markets were relatively steady. The surprise cut in German interest rates caused
the European markets to take heart after initial scepticism when it became
apparent that the Bundesbank moves were in response to poor domestic economic
activity rather than part of a global attempt to support the dollar. 


    Another Bundesbank rate cut did not materialise, but we are increasingly
seeing evidence of a slowdown, and despite a temporary "blip" in German
inflation figures in June due to the cost of package holiday prices, it is very
possible that during the rest of the year economists may feel obliged to reduce
forecasts for German inflation. On the other hand, inflationary pressures are
quite plainly taking hold in those countries which have devalued, with the
largest increases prevailing in Italy and Spain, though this has largely been
discounted and is no longer upsetting sentiment per se. 


    Political events have played a large part in the behavior of the markets.
The Presidential election in FRANCE took place near the beginning of May and, as
expected, Chirac won a resounding victory and a new Prime Minister and Finance
Minister were appointed. Although the monetary policy will continue to support
the "Franc-fort," the markets were particularly disappointed with the measures
announced in the Mini Budget, which did little to restrain public spending,
while increasing the burden on corporates by raising the minimum wage, raising
corporate tax "temporarily," and increasing turnover tax. 


    Political uncertainty hit both the Spanish and UK stockmarkets. In SPAIN,
the regional elections confirmed the loss of popularity for the minority
Socialist government, but a more surprising result was the loss of support for
their allies, the Catalans. The Socialists' credibility was further hit by news
of illegal telephone tapping which resulted in the resignation of both the
Deputy Prime Minister and the Defence Minister. The market performed well on
expectations of a change in government and hopes of an improving budget deficit.
In the UK, the Prime Minister prompted a week of uncertainty when he resigned as
leader of the Conservative party and sparked off enormous speculation over a
serious leadership contest. However the Prime Minister was re-elected with
sufficient party support to head off any other leadership challenge for the
foreseeable future. 


    The strongest equity markets were in Scandinavia. The NORWEGIAN market
performed well purely on the back of sound economic fundamentals. The budget is
due to be in surplus in the next few years, and as a result bond yields
declined. The SWEDISH and FINNISH markets were strong as a result of stunning
performances of two companies--Ericsson and NOKIA--both of which are in the
technology sector, and which rose in sympathy with the strong performance of
technology stocks in the US. As the quarter progressed, the strength was
justified by excellent profit figures from NOKIA for the first four months, and
significant new contracts for Ericsson in the US.

                                       2
<PAGE>
    News from corporate GERMANY continued to testify to the non-competitiveness
of the deutschmark, and the weakness of the lira. Industrial GERMANY is
suffering severely, and several comments earlier in the quarter warning of the
detrimental effect of the strong DM on their margins by companies such as
Daimler, SIEMENS and Hooghovens, were borne out in June when Daimler announced
that it was going to take a loss in 1995--for the first time in its history. 


    Despite this news, overall the general tone in the markets appears to be
much more relaxed, and it is interesting to note that over the months there have
been several new issues, large and small, which, despite initial scepticism,
have been many times over-subscribed. We take this to mean that the investment
community is more inclined to put its cash back into the markets, and is yet
another reflection of the increasingly positive investor sentiment prevailing at
the end of the quarter. 


INVESTMENT OUTLOOK 


    At the end of the last quarter, the Bundesbank made a surprise cut in
rates, and at the time of this writing the Fed had just cut rates in the US,
which bolstered investor perception that we can expect the return of a reducing
interest rate environment. 


    The Bundesbank is unlikely to make any further interest rate cuts until
inflation figures resume a declining trend, but we believe that this is only a
matter of time, and in our view, the longer the Council takes to cut rates, the
longer the markets will remain excited anticipating such a cut. 


    Inflation in Spain and Italy are expected to peak during the summer, with
Sweden peaking only next year. In these countries, however, the higher inflation
figures have been taken on board by the market, and the important factors to
consider over the next few months will be their ability to cut the budget
deficits. At the moment the markets are sceptical, particularly of the political
will (in the case of Spain and Sweden) or the ability (in the case of Italy).
Investors' suspicions about any improvement should be confirmed in the next few
months as tax receipts on corporate earnings of 1994 begin arriving in Treasury
coffers. 


    In terms of the positioning of the portfolio, we have reduced our weighting
in France because of the uncertainty surrounding the new administration's
attitude to fiscal and monetary policy. Corporate Germany is obviously
suffering, not only from non-competitiveness, but also from margin squeezes
partly caused by domestic wage demands. We have switched the funds from France,
and to a certain extent from Germany, into Holland, where we have an
aggressively overweight position and where the majority of companies are
significantly cheaper and better-managed than in France or Germany. We have
taken advantage of the recent strength in Spain to reduce our exposure to
cyclicals and underweight the market. In Italy we have maintained an underweight
position, but rebalanced the portfolio towards financials and telecoms, away
from industrials, namely Fiat and Pirelli. In the UK we have assumed a slightly
underweight position in the market as we continue to be wary about the
Government's fiscal policy ahead of a General Election which is expected to take
place at the beginning of 1997.


                                           Ronnie Armist
                                           Mark Lloyd-Price



July 28, 1995
                                       3
<PAGE>
INDUSTRY DIVERSIFICATION
WORLDWIDE VALUE FUND, INC. / JUNE 30, 1995
<TABLE>
<CAPTION>
                                % of Net    Market
                                 Assets     Value
                                            (000)
<S>                             <C>        <C>
Banking                           12.3%    $ 7,177
Pharmaceuticals and Health Care   11.0       6,390
Retail Sales                       7.8       4,556
Multi-Industry                     6.9       4,028
Insurance                          5.7       3,326
Utilities                          5.5       3,196
Oil and Gas                        5.3       3,081
Electrical Equipment               4.9       2,865
Chemical                           4.6       2,680
Miscellaneous Services             4.1       2,386
Publishing                         4.0       2,302
Construction Materials             3.3       1,950
Manufacturing                      2.8       1,630
Finance                            2.5       1,450
Paper and Forest Products          2.3       1,327
Food, Beverage and Tobacco         2.1       1,236
Automotive                         2.1       1,216
Leisure                            2.0       1,145
Transportation                     1.8       1,018
Investment Holding Companies       1.7       1,014
Machinery                          1.6         907
Metals                             1.1         635
Total Investment Portfolio        95.4      55,515
Other Assets Less Liabilities      4.6       2,699
NET ASSETS                       100.0%    $58,214
</TABLE>

                                        4
<PAGE>

 STATEMENT OF NET ASSETS / UNAUDITED
 WORLDWIDE VALUE FUND, INC. / JUNE 30, 1995 / AMOUNTS IN THOUSANDS

<TABLE>
<CAPTION>
                               SHARES    VALUE
<S>                              <C>    <C>
COMMON STOCKS AND
  EQUITY INTERESTS--95.4%
AUSTRALIA--N.M.
  Pirie Capital Ltd.              126    $ 16(A)
  Pirie Capital Ltd.--Warrants    126       5(A)
                                           21
AUSTRIA--0.7%
  Flughafen Wien A.G.              8      399
BELGIUM--0.6%
  Kredietbank N. V.                1      319
DENMARK--1.0%
  Novo-Nordisk AS "B"              3      288
  Teledanmark--B Shares            6      312
                                          600
FINLAND--1.1%
  Oy Nokia Ab Fria                11      632
FRANCE--12.0%
  Assurances Generales de France  19      607
  Castorama Dubois
    Investissements                3      481
  Christian Dior                   8      674
  Compagnie Financiere Paribas     6      370
  Credit National                  7      552
  Ecco S.A.                        4      627
  Guilbert S.A.                    5      491
  Lafar ge Coppee S.A.             7      548
  Lyonnaise des Eaux               3      265
  Rhone-Poulenc S.A.              24      532
  Roussel-Uclaf                    3      507
  Sita                             3      405
  Sylea                            5      522
  Total S.A.                       7      428
                                        7,009
GERMANY--13.1%
  Allianz A.G. Holding             1      767
  Allianz A.G. Holding-Rights      1       33
  Bayer A.G.                       2      475
  Commerzbank A.G.                 2      550
  Deutsche Bank A.G.              13      627
  Heidelberger Zement A.G.         1      614
  Karstadt A.G.                    1      571
  Mannesmann A.G.                  3      907

GERMANY--CONTINUED
  Schering A.G.                   10     $678
  Siemens A.G.                     1      655
  Veba A.G.                        3    1,158
  Viag A.G.                        1      572
                                        7,607
ITALY--2.2%
  Credito Italiano               612      709
  IMI                             44      269
  R.A.S. Milano                   25      270(A)
                                        1,248
NETHERLANDS--12.3%
  Aegon NV                        20      703
  Ahold NV                        17      620
  Akzo Nobel NV                    4      448
  Elsevier NV                     56      659
  Getronics NV                    11      554
  International Nederland
    Groep NV                      17      948
  Oce Van Der Grinten NV           5      254
  Philips Electronics NV          21      910
  Royal Dutch Petroleum            9    1,148
  Ver Ned Uitgeversbedr
    Ver. Bezit NV                  4      479
  Wegener NV                       5      415
                                        7,138
NORWAY--1.9%
  Orkla "A" Fria                  14      632
  Sensonor                        39      276
  Veidekke                        11      222
                                        1,130
SPAIN--3.1%
  Argentaria Corp. Bancaria        8      292
  Autopistas, CESA                64      619
  Banco Santander S.A.             7      296
  ENDESA                          12      592
                                        1,799
SWEDEN--4.7%
  AB Astra, Class A               20      630
  Graningeverkens AB              28      464
  Sandvik AB, Class B             35      635
  Sparbanken Sverige              53      443
  Svedala Industrier Fria         21      566
                                        2,738
</TABLE>

                                        5
 STATEMENT OF NET ASSETS / CONTINUED
 WORLDWIDE VALUE FUND, INC. / JUNE 30, 1995 / AMOUNTS IN THOUSANDS
<TABLE>
<CAPTION>
                                SHARES    VALUE
<S>                               <C>     <C>
SWITZERLAND--11.1%
  Baloise-Holding Registered      N.M.    $   798
  Brown Boveri & Cie Bearer       N.M.        414
  Ciba-Geigy SA Registered           1        623
  Clariant                           2        602
  Nestle SA Registered               1        604
  Publicitas Holdings                1        438(A)
  Roche Holdings                  N.M.      1,289
  Sandoz SA Registered               1        976
  Union de Banque Suisse             1        725
                                            6,469
UNITED KINGDOM--31.6%
  Bank of Ireland                  156        893
  Barclays P.L.C.                  100      1,074
  British Petroleum P.L.C.         210      1,505
  BTR P.L.C.                       121        615
  Compass Group                    193      1,145
  Etam                             379      1,002
  Fairey Group P.L.C.               59        420
  Glaxo Wellcome P.L.C.            128      1,571(B)
  Granada Group P.L.C.             126      1,227
  Henlys Group P.L.C.               97        694
  IMI                              112        534
  MAI P.L.C.                       158        650
  Medeva                           113        449
  Next P.L.C.                      346      1,882
  Reuters Holdings P.L.C.           90        749
  Standard Chartered Bank P.L.C.    71        377
  Smith (David S.) Holdings        129      1,327
  Smiths Industries                 82        676
  Wassall P.L.C.                   391      1,614
                                           18,404
<S>                                 <C>         <C>
UNITED STATES OF AMERICA--N.M.
  Progressions Health Systems, Inc.  2     $    2(A)
Total Investments--95.4%
  (Identified Cost--$49,006)               55,515
Other Assets Less Liabilities--4.6%         2,699
NET ASSETS CONSISTING OF:
Common stock at par value
  $.001 per share, authorized
  50,000 shares, issued 3,005
  shares, outstanding 2,989
  shares                            $     3
Accumulated paid-in capital          53,637
Undistributed net investment
  income                                272
Accumulated net realized loss on
  investments, forward currency
  contracts, options and
  currency translations              (2,271)
Unrealized appreciation of
  investments, forward currency
  contracts, options and
  currency translations               6,573


NET ASSETS-100.0%                               $58,214

NET ASSET VALUE PER SHARE                       $ 19.48
</TABLE>

<TABLE>
<CAPTION>

                                                                         NET
                                                      CONTRACTS    APPRECIATION
OPTIONS WRITTEN
<S>                         <C>                                          <C>    <C>
Glaxo Wellcome P.L.C.       July 95 Strike Price (Pounds sign)7.50        90    $  8
Reuters Holdings P.L.C.     July 95 Strike Price (Pounds sign)5.00        90      12
Barclays P.L.C.             September 95 Strike Price (Pounds sign)6.50   70     (11)
Barclays P.L.C.             September 95 Strike Price (Pounds sign)7.00   30      (4)
                                                                                $  5
</TABLE>

(A) Non-income producing 

(B) Collateral to cover written options 

N.M.Not meaningful 

See notes to financial statements.

                                        6
<PAGE>
STATEMENT OF OPERATIONS / UNAUDITED
WORLDWIDE VALUE FUND, INC. / FOR THE SIX MONTHS ENDED
JUNE 30, 1995 / AMOUNTS IN THOUSANDS
<TABLE>
<CAPTION>
<S>                                                          <C>       <C>
INVESTMENT INCOME:
  Dividends                                                  $ 947
  Interest                                                      12
  Less foreign income tax expense                             (129)
    Total investment income                                           $  830

EXPENSES:
  Investment advisory fee                                      276
  Administration fee                                            55
  Custodian fees                                                70
  Directors' fees and expenses                                  59
  Legal and audit fees                                          31
  Reports to shareholders                                       21
  Transfer agent and shareholder servicing expense              10
  Registration expense                                           8
  Other expenses                                                28
    Total expenses                                                       558
NET INVESTMENT INCOME                                                    272
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS,
  FORWARD CURRENCY CONTRACTS, OPTIONS AND CURRENCY
    TRANSLATIONS
  Realized gain (loss) from:
    Investments                                              1,890
    Forward currency contracts and options                    (816)
  Change in unrealized appreciation of:
    Investments                                              4,012
    Forward currency contracts, options and currency
      translations                                             (38)
NET REALIZED AND UNREALIZED GAIN ON INVESTMENTS,
  FORWARD CURRENCY CONTRACTS, OPTIONS AND CURRENCY
    TRANSLATIONS                                                        5,048
INCREASE IN NET ASSETS RESULTING FROM OPERATIONS                       $5,320
</TABLE>

STATEMENT OF CHANGES IN NET ASSETS
WORLDWIDE VALUE FUND, INC. / AMOUNTS IN THOUSANDS

<TABLE>
<CAPTION>

                                                         For the Six         For the
                                                         Months Ended       Year Ended
                                                         June 30, 1995      Dec. 31, 1994

                                                          (Unaudited)
<S>                                                          <C>             <C>
CHANGE IN NET ASSETS:
OPERATIONS:
  Net investment income (loss)                               $       272     $      (97)
  Net realized gain on investments                                 1,074          2,732
  Change in unrealized appreciation of investments,
    forward currency contracts, options and currency
      translations                                                 3,974         (4,986)
  Change in net assets resulting from operations                   5,320         (2,351)
  Change in net assets from Fund stock repurchase                   (241)             -
  Change in net assets                                             5,079         (2,351)
NET ASSETS:
  Beginning of period                                             53,135         55,486
  End of period (including undistributed net investment
    income of $272 and $0, respectively)                     $    58,214     $   53,135
</TABLE>

See notes to financial statements.

                                       7
<PAGE>

FINANCIAL HIGHLIGHTS
WORLDWIDE VALUE FUND, INC.
    Contained below is per share operating performance data for a share of
common stock outstanding, total investment return, ratios to average net assets
and other supplemental data. This information has been derived from information
provided in the financial statements and market price data for the Fund's
shares.
<TABLE>
<CAPTION>
                                             For the Six
                                            Months Ended                For the Years Ended December 31,
                                           June 30, 1995     1994       1993       1992         1991      1990
                                             (Unaudited)
<S>                                        <C>              <C>       <C>         <C>         <C>        <C>
PER SHARE OPERATING
PERFORMANCE:
Net asset value beginning of period          $17.68         $18.46     $14.29     $15.44      $14.65     $20.14
Net investment income (loss)                    .09           (.03)       .14        .08         .08        .19
Net realized and unrealized gain (loss) on
  investments, forward currency contracts,
  options and currency translations             1.71          (.75)      4.13      (1.19)        .92      (4.30)
Total from investment operations                1.80          (.78)      4.27      (1.11)       1.00      (4.11)
Dividends and distributions paid:
  Net investment income                            -             -       (.05)      (.04)       (.21)      (.08)
  Net realized gain                                -             -          -          -           -       (.85)
  In excess of net investment income               -             -       (.05)         -           -          -
  Accumulated paid-in capital                      -             -          -          -           -       (.45)
Total dividends and distributions                  -             -       (.10)      (.04)       (.21)     (1.38)
Net asset value, end of period                $19.48        $17.68     $18.46     $14.29      $15.44     $14.65
Market value per share, end of period         $15.125       $14.25     $16.625    $12.00      $12.50     $12.125
TOTAL INVESTMENT RETURN:
  Based on market value per share               6.1%(B)     (14.3%)     39.3%      (3.7%)       4.7%     (30.4%)
RATIOS/SUPPLEMENTAL DATA:
Ratios to average net assets:
  Expenses                                       2.0%(A)      2.1%       2.1%       2.2%        2.3%       2.4%
  Net investment income                          1.0%(A)        -        0.9%       0.5%        0.5%       1.1%
Portfolio turnover rate                        152.9%(A)     75.0%      66.8%     148.4%       91.9%      84.3%
Net assets, end of period (in thousands)     $58,214      $53,135    $55,486    $42,930     $46,405    $44,026
</TABLE>

(A) Annualized
(B) Not annualized
See notes to financial statements.

                                       8
<PAGE>
NOTES TO FINANCIAL STATEMENTS / UNAUDITED
WORLDWIDE VALUE FUND, INC. / AMOUNTS IN THOUSANDS

1.  SIGNIFICANT ACCOUNTING POLICIES: 

    Worldwide Value Fund, Inc. ("Fund") is registered under the Investment
Company Act of 1940, as amended, as a closed-end, diversified investment
company. The following accounting policies are in conformity with generally
accepted accounting principles for investment companies. Such policies are
consistently followed by the Fund in the preparation of its financial
statements. 

SECURITY VALUATION 

    All securities for which market quotations are readily available are valued
at the last sales price, or if no sales price is available at that time, at the
mean between the latest bid and asked prices. Securities that are traded over-
the-counter are valued at the mean between the latest bid and asked prices. If
market or bid and asked quotations are not available, securities will be valued
as determined in good faith by the Board of Directors. 

CURRENCY TRANSLATION 

    The books and records of the Fund are maintained in US dollars. Foreign
currency amounts are translated into US dollars on the following basis: 

(i) market value of investment securities, options, assets and liabilities
are translated at the closing daily rate of exchange, and 

(ii) purchases and sales of investment securities, options, dividend and
interest income and expenses are translated at the rate of exchange 
prevailing on the respective date of such transactions. 

    The effect of changes in foreign exchange rates on realized and unrealized
security gains or losses is reflected as a component of such gains or losses. 

SECURITY TRANSACTIONS AND 
INVESTMENT INCOME 

    Security transactions are recorded on the trade date. Realized gains and
losses from security transactions are reported on an identified cost basis.
Dividend income is recorded on the ex-dividend date. Interest income and
expenses are recorded on the accrual basis.

FEDERAL INCOME TAX 

    No provision for federal income or excise tax is required, since the Fund
intends to continue to qualify as a regulated investment company and distribute
all of its taxable income to its shareholders. 

DISTRIBUTIONS TO SHAREHOLDERS 

    Distributions to shareholders are recorded on the ex-dividend date. The Fund
expects to distribute annually to shareholders all of its net investment income
and net realized short-term and long-term capital gain. 


2. INVESTMENT TRANSACTIONS: 

    Investment transactions for the six months ended June 30, 1995 (excluding
short-term securities) were as follows: 

<TABLE>
<S>                                                 <C>
Purchases . . . . . . . . . . . . . . . . . . . . . $37,722 
Proceeds from sales . . . . . . . . . . . . . . . .  40,892 
</TABLE>

    At June 30, 1995, the cost of securities for federal income tax purposes was
$49,168. Aggregate gross unrealized appreciation for all securities in which
there was an excess of value over tax cost was $7,884 and aggregate gross
unrealized depreciation for all securities in which there was an excess of tax
cost over value was $1,537. The Fund has unused capital loss carryforwards for
federal income tax purposes of $2,965 which expire in 1998 through 2000. 


3. TRANSACTIONS WITH AFFILIATES: 

    The Fund has an investment advisory agreement with Lombard Odier
International Portfolio Management Limited ("Adviser") for which the Adviser
receives a monthly fee at an annual rate of 1% of the Fund's net assets, based
on the net assets on the last business day of each month. This rate is reduced
on net asset values in excess of $100 million. The Adviser has managed the
Fund's portfolio since its inception in 1986. 

    The Fund has an administration contract with Legg Mason Fund Adviser, Inc.
("Administrator") for which the Administrator receives from the Fund a monthly
fee at an annual rate of .20% of the Fund's net assets, based on the net assets
on the last business day of each month. This rate is reduced on net asset values
in excess of $100 million.

                                       9
<PAGE>
NOTES TO FINANCIAL STATEMENTS / CONTINUED
WORLDWIDE VALUE FUND, INC. / AMOUNTS IN THOUSANDS

    The Administrator also serves as Investment Consultant ("Consultant") to the
Adviser pursuant to an Investment Consultant Contract with the Adviser and the
Fund. Under the Investment Consultant Contract, the Consultant provides the
Adviser with investment advice, research and assistance, primarily regarding
United States securities. For its services, the Consultant receives from the
Adviser a monthly fee at the same rate and basis as in the Administration
Contract discussed in the preceding paragraph. 


4. FINANCIAL INSTRUMENTS: 

    As part of the Fund's investment program, the Fund may utilize repurchase
agreements, forward currency contracts, options and futures. The nature and risk
of these financial instruments and the reason for using them are set forth more
fully in the Fund's Prospectus. 

REPURCHASE AGREEMENTS 

    All repurchase agreements are fully collateralized by obligations issued by
the US government or its agencies and such collateral is in the possession of
the Fund's custodian. The value of such collateral includes accrued interest.
Risks arise from the possible delay in recovery or potential loss of rights in
the collateral should the issuer of the repurchase agreement fail financially. 

FORWARD CURRENCY CONTRACTS 

    The Fund may enter into foreign forward currency contracts to hedge against
adverse changes in the relationship of the US dollar to foreign currencies.
Risks arise from the possible inability of counter-parties to meet the terms of
their contracts and from movements in currency values. Forward currency
contracts are valued using the forward rate. 

    As of June 30, 1995 the Fund had entered into the following currency
contracts:

<TABLE>
<CAPTION>
                      Settlement     Unrealized
                            Date     Gain (Loss)
<S>                   <C>           <C>
Contracts to Sell
338 Swiss Francs         7/24/95      $ 6
47,940 Belgian Francs    8/11/95       13
5,051 Deutschmarks       8/11/95       42
10,698 French Francs     8/11/95       (3)
10,975 Swedish Krone     9/29/95        3
                                      $61
</TABLE>

OPTION TRANSACTIONS 

    A call option written gives the option holder the right to purchase the
underlying security at a specified price until a specified date. A put option
written gives the option holder the right to sell the underlying security at a
specified price until a specified date. Risks arise from the possible
illiquidity of the options market and from movements in security values. Call
options written by the Fund and related premiums received during the period
were as follows:

<TABLE>
<CAPTION>
                    Contracts     Premiums
<S>                 <C>           <C>
Options outstanding
  December 31, 1994       165     $ 69
Options written           553      257
Options closed           (438)    (200)
Options outstanding
  June 30, 1995           280     $126
</TABLE>

    The written options outstanding at June 30, 1995 are described at the end of
the "Statement of Net Assets", page 6.

                                       10
<PAGE>
                   QUARTERLY RESULTS OF INVESTMENT OPERATIONS
                                   (UNAUDITED)

Shown in thousands of dollars and per common share:
<TABLE>
<CAPTION>
                                                           Three Months Ended
                                 June 30, 1995    March 31, 1995       Dec. 31, 1994         Sept. 30, 1994
<S>                              <C>      <C>      <C>       <C>        <C>       <C>        <C>      <C>
Total investment income          $ 631    $0.21    $ 199     $ 0.07     $  86     $  0.03    $267     $ 0.09
Net investment income (loss)       337     0.11      (65)     (0.02)     (222)      (0.07)    (18)     (0.01)
Net realized and unrealized gain
  (loss) on investments, options
  and foreign currency contracts 3,811     1.30    1,237       0.41      (149)      (0.05)   1,618       0.54
</TABLE>

<TABLE>
<CAPTION>
                                                                 Three Months Ended
                                   June 30, 1994           March 31, 1994    Dec. 31, 1993          Sept. 30, 1993
<S>                              <C>        <C>          <C>      <C>        <C>        <C>        <C>      <C>
Total investment income          $   540    $  0.18    $   156     $ 0.05     $  80     $ 0.03     $ 303    $0.10
Net investment income (loss)         258       0.09       (115)     (0.04)     (170)     (0.06)       54     0.02
Net realized and unrealized gain
  (loss) on investments, options
  and foreign currency contracts  (2,406)     (0.80)    (1,318)     (0.44)    5,115       1.70     4,284     1.42
</TABLE>

DIVIDEND REINVESTMENT PLAN 

    Worldwide Value Fund, Inc. offers an Automatic Dividend Reinvestment Plan,
whereby dividends and distributions are automatically reinvested in additional
shares of the Fund. Shareholders who prefer to receive dividends and
distributions in cash should contact their investment broker if shares are held
in street name, or State Street Bank & Trust Company, P.O. Box 366, Boston, MA
02101 if shares are held in their own name. 




SHAREHOLDER ACCOUNT INFORMATION 

    Shareholders whose accounts are held in their own name may contact the
Fund's Transfer Agent, State Street Bank & Trust Company at (800) 426-5523 for
information concerning their accounts. 




    Notice is hereby given in accordance with Section 23(c) of the Investment
Company Act of 1940 that the Fund may purchase, from time to time, up to 150,000
of the outstanding shares of its common stock at market prices.

                                       11




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