WORLDWIDE VALUE FUND INC
N-30D, 1996-05-24
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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
Prinz Wolfgang E. Ysenburg--Director            [WORLDWIDE VALUE FUND LOGO]
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

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
7 EAST REDWOOD STREET, 10TH FLOOR
BALTIMORE, MD 21203-1476
                             REPORT TO SHAREHOLDERS
                              FOR THE QUARTER ENDED
                                 MARCH 31, 1996
                           LOMBARD ODIER INTERNATIONAL
                          PORTFOLIO MANAGEMENT LIMITED
                               Investment Adviser
                          LEGG MASON FUND ADVISER, INC.
                              Investment Consultant
                                and Administrator


<PAGE>

   TO OUR SHAREHOLDERS,

     Worldwide Value Fund's good performance  during 1995 continued  through the
first quarter of 1996.  The Fund's  performance  is indicative of the success of
the Adviser's longer-term strategy of focusing primarily on undervalued European
stocks.  Good stock selection within Europe is reflected in the Fund's generally
positive average annual performance  against its  benchmark--the  Morgan Stanley
Capital  International  Europe  Index--for the following periods ended March 31,
1996:

                             Worldwide                   MSCI
                             Value Fund*             Europe Index*

        1 year                 +30.44%                  +16.17%
        3 years                +15.39                   +13.58
        5 years                 +7.41                    +8.92

(*excluding dividends)

     On the  following  pages,  Ronnie Armist and Mark  Lloyd-Price,  the Fund's
portfolio  managers,  discuss  the  portfolio's  structure  and  the  investment
outlook.

     At March 31,  1996,  the  discount  to net asset  value at which the Fund's
stock traded was 19.9%. As this letter is written,  the discount has narrowed to
14.9%. The Board of Directors  remains sensitive to the discount which the Board
believes is unjustified in view of the Fund's performance.

     As always, we appreciate your support and welcome your suggestions.

                                          Sincerely,

                                          /s/ Charles J. Swindells
                                          Charles J. Swindells
                                          Chairman of the Board
May 13, 1996


<PAGE>


INVESTMENT ADVISERS' COMMENTS


                               FIRST QUARTER 1996

                  MSCI Europe Index                   +3.71%
                  Worldwide Value Fund               +11.45%

SUMMARY OF EVENTS
     The first quarter of 1996 has been  exceptionally  strong for most European
bourses.   Buoyed  by  falling  interest  rates,  a  favourable  flow  of  funds
(particularly from US investors) and flickering signs of economic life improving
later in the year, many markets achieved new all time highs.
     January was a particularly  strong month after a weak  December.  Full year
results revealed a disappointing  final quarter in terms of activity,  supported
by many corporate  statements which indicated that a general slowdown was indeed
taking  place,   resulting  in  high  levels  of  inventory.   This   heightened
expectations  of interest rate cuts across  Europe,  fueling the  performance of
many markets.
     February  continued the theme  outlined at the start of the year of slowing
activity,  low inflation and further  lowering of interest  rates.  With the two
notable  exceptions of Philips and Nokia, who announced  profit  warnings,  most
corporate  results were largely in line with market  expectations  and,  despite
providing yet more evidence of a weak economic environment, were greeted with an
element of relief. The two most significant events occurred in the UK and Italy.
In  Britain  the IRA ended  its  18-month  ceasefire  with a huge  explosion  in
London's  Docklands  and in Italy a General  Election was called,  upsetting the
market,  after it became clear that forming  (another!) new Government  would be
impossible without a popular mandate.
     March was by far the most interesting month, both economically and in terms
of corporate activity. Higher than expected employment figures in the US sparked
a selloff in US bonds on the back of fears that the  underlying  economy  was in
fact in a more robust  state of health  than  previously  thought and  therefore
inflationary  pressures could be building.  On the corporate side, the two Swiss
pharmaceutical  giants, Ciba and Sandoz,  announced their betrothal.  A spate of
similar unions were also  revealed,  Alcatel  Alsthom and Alcatel Cable,  BT and
Cable & Wireless to name just two. Activity was exceptionally  high in the UK as
companies sought to close deals ahead of a possible General Election which would
almost  certainly  result in a Labour  government.  We believe  these  deals are
symptomatic  of the current  trading  environment.  With little  pricing  power,
companies are being forced to seek  synergies and cost savings  through  mergers
and joint ventures in order to provide earnings growth.

SPECIFIC MARKET COMMENT
     The best  performing  market  over the  quarter  (in US$  terms) was SWEDEN
(+9.6%),  vindicating our overweight  position.  Despite jitters in January when
finance  minister  (and Prime  Minister-elect)  Persson  was  rumoured to favour
enlarging  the  welfare  state,  sending  Swedish  bonds  and the  krone  into a
temporary tailspin,  the market recovered its December losses and moved steadily
upwards,  reflecting an improving outlook with regard to the budget deficit (the
currency has strengthened significantly, keeping inflation low and thus allowing
interest  rates to be cut  sharply) and a market with a plethora of world class,
shareholder-oriented companies at attractive valuations.
     FRANCE (+8.4%) also fared well following a package of measures to stimulate
the economy launched by the government early in the quarter. It consisted mostly
of fiscal  incentives,  targeting the  automotive  and  construction  sectors in
particular.  We still  foresee  difficulties,  however,  as France  attempts  to
reconcile its  apparently  conflicting  goals of lowering  unemployment  and the
budget  deficit  while  maintaining  a  commitment  to the franc fort  (which by
implication necessitates high real rates).
     Another of our favourite  markets is the  NETHERLANDS  which rose 5.8%. The
publishing  sector  was very  much in favour as  investors  turned to  companies
offering  solid,  visible  growth.  Many  companies that have

                                       2

<PAGE>

recently made wise acquisitions  to secure future growth,  such as Nutricia,
Hagemeyer and Oce van der Grinten, were rewarded with good share price gains.

     The  Bundesbank  responded  to the  weakening  economic  signals in GERMANY
(+4.8%) by lowering rates, triggering cuts in the rest of Europe. This also gave
some relief to the hard-pressed  export sector as the  deutschemark  fell vs the
dollar and boosted the equity market which climbed steadily over the quarter.
     The  highlight  of the  corporate  announcements  during the quarter was in
SWITZERLAND (+6.8%) where the two pharmaceutical giants Ciba and Sandoz revealed
their intention to merge. The new entity will be known as Novartis,  which along
with Roche will be one of the largest  companies in Europe.  The news  surprised
the market but was nevertheless  very well received as investors  focused on the
logic of the deal and the  potential  for  large  cost  savings  and  synergies.
Although  these have yet to be  quantified  in detail,  the merger will  enhance
earnings this year. Both stocks rose by more than 20% on the announcement.
     The fortunes of the Conservative Party in the UK worsened further, and were
reflected in the market's performance of only +0.1%. Defections and by-elections
have reduced the governing majority to 1 at the time of this writing,  prompting
speculation of a General Election, possibly this year. Disappointingly,  the IRA
resumed its bombing campaign and to cap it all, the `mad cow disease' crisis led
to fears for the (already  deteriorating)  budget deficit  because of government
compensation to farmers.  However,  although  manufacturing  output continues to
decline, evidence is growing of an increasingly buoyant consumer, in the form of
improving  retail  sales.  Takeover  and merger  activity  has also been high in
corporate Britain with many high profile names involved.

MARKET OUTLOOK
     Despite the fact that car sales in January and February  were  surprisingly
strong,  economic  statistics in Europe continue to give testimony to a slowdown
in activity, particularly in terms of industrial production.
     The  Bundesbank  declined to cut rates at the end of March because of above
target money supply  figures,  but since then has eased monetary policy further.
This will be supported by the lack of inflationary  pressure in the system. Even
in the high  yielding  countries  the  inflationary  trend is  impressive,  and,
assuming the political environment develops favourably,  there should be further
potential for these Central Banks to cut rates.
     The timetable for European Monetary Union may also fall under the spotlight
in the coming months. Not only will meeting the Maastricht criteria be a problem
for Italy and Spain, but at present  Germany,  with a budget deficit above 3% of
GDP, would fail the test.  Despite  categorical  confirmations by the German and
French governments that monetary union will occur in 1999,  unemployment and the
concomitant implications for the budget deficit could derail the plan.
     We feel  that  the  merger  of Ciba  and  Sandoz  will  initiate  increased
corporate  activity  in  Europe.  Further  restructuring,  particularly  in  the
manufacturing  sector,  is  bound  to take  place  as this is the  only way many
companies  will be able to show  earnings  growth.  A  declining  interest  rate
environment  should have a positive effect on the markets,  but individual stock
performance will depend on each company's  ability to control operating costs in
the face of an increasingly fierce pricing environment.
     During the months  ahead we  maintain a very  positive  stance  towards the
European markets. Stock selection will remain of paramount importance and we are
therefore confident of continuing the recent strong performance of the Worldwide
Value Fund.



                                                   Ronnie Armist
                                                   Mark Lloyd-Price

May 8, 1996

                                       3

<PAGE>

===============================================================================
INDUSTRY DIVERSIFICATION
Worldwide Value Fund, Inc. / March 31, 1996
===============================================================================

                                                     % of Net     Market
                                                      Assets       Value
                                                                   (000)
Pharmaceuticals and Health Care                        13.3%      $ 9,153
Retail Sales                                           10.1         6,960
Utilities                                               6.5         4,500
Banking                                                 6.5         4,469
Automotive                                              6.3         4,327
Miscellaneous Services                                  5.8         3,978
Leisure                                                 5.5         3,817
Multi-Industry                                          4.6         3,198
Publishing                                              4.5         3,134
Manufacturing                                           4.4         3,070
Telecommunications                                      4.0         2,741
Consumer Durable Goods                                  3.6         2,496
Consumer Non-Durable Goods                              3.4         2,334
Finance                                                 3.2         2,205
Chemicals                                               2.4         1,623
Oil and Gas                                             2.3         1,622
Construction Materials                                  2.3         1,601
Machinery                                               2.1         1,445
Industrial Material                                     2.0         1,373
Transportation                                          1.8         1,272
Electrical Equipment                                    1.4           936
Metals                                                  0.8           519
Insurance                                               0.7           508
Short-Term Investments                                  5.0         3,456
Total Investment Portfolio                            102.5        70,737
Other Assets Less Liabilities                          (2.5)      (1,717)
NET ASSETS                                            100.0%      $69,020

                                       4

<PAGE>

===============================================================================
PORTFOLIO OF INVESTMENTS / Unaudited
Worldwide Value Fund, Inc. / March 31, 1996 / Amounts in Thousands
===============================================================================
                                        SHARES    VALUE


COMMON STOCKS AND
  EQUITY INTERESTS--96.7%
AUSTRIA--0.8%
   Voest-Alpine Stahl Ag                  17      $ 519
- -------------------------------------------------------------------------------
FRANCE--10.1%
   Christian Dior SA                       8      1,019
   Compagnie Generale des Eaux             5        547
   Industrielle de Transports
     Automobiles SA                        9      1,782
   Pechiney S.A.                          44      1,837A
   Peugeot SA                              6        846
   Pinault-Printemps SA                    3        925
- -------------------------------------------------------------------------------
                                                  6,956
- -------------------------------------------------------------------------------
GERMANY--9.4%
   Adidas AG                              22      1,609
   Altana AG                               1        785
   Hoechst AG                              5      1,623
   Siemens AG                              2      1,233
   Veba AG                                25      1,225
- -------------------------------------------------------------------------------
                                                  6,475
- -------------------------------------------------------------------------------
ITALY--2.1%
   Edison S.p.A.                         253      1,271
   Telecom Italia S.p.A.                 107        194
- -------------------------------------------------------------------------------
                                                  1,465
- -------------------------------------------------------------------------------
NETHERLANDS--15.3%
   ABN Amro Holding N.V.                  21      1,035
   Elsevier NV                            69      1,054
   Fortis Amev NV                         13        934
   Hagemeyer N.V.                         13        887
   Hunter Douglas N.V.                    12        793
   ING Groep NV                           17      1,271
   Koninklijke PTT Nederland NV           30      1,175
   Nutricia Verenigde Bedrijven N.V.      13      1,315
   Vendex International N.V.              36      1,022
   Verenigde Nederlandse
     Uitgevbedri Verigd Bezit             64      1,069
- -------------------------------------------------------------------------------
                                                 10,555
- -------------------------------------------------------------------------------
NORWAY--0.6%
   Christiania Bank OG Kreditkasse       187        434
- -------------------------------------------------------------------------------

                                        SHARES    VALUE

SPAIN--2.9%
   Centros Comerciales Pryca, SA          40      $ 918
   Empresa Nacional
     de Electricidad SA                   13        739
   Repsol SA                               9        328
- -------------------------------------------------------------------------------
                                                  1,985
- -------------------------------------------------------------------------------
SWEDEN--5.7%
   Atlas Copco AB-Series B                52        941
   Hennes &Mauritz AB                      5        375
   Sandvik AB, Class B                    24        504
   Svedala Industrier AB                  25        808
   Telefonaktienbolaget LM Ericsson       37        809
   Trygg-Hansa AB                         32        508
- -------------------------------------------------------------------------------
                                                  3,945
- -------------------------------------------------------------------------------
SWITZERLAND--11.2%
   Alusuisse-Lonza Holding AG              2      1,306
   Publicitas Holding S.A.                 1      1,011
   Roche Holding AG                      N.M.     1,886
   Sandoz AG                               2      2,228
   Swissair AG                             1      1,272
- -------------------------------------------------------------------------------
                                                  7,703
- -------------------------------------------------------------------------------
UNITED KINGDOM--35.0%
   Allied Irish Banks plc                397      2,021
   Barclays PLC                           88        979
   BBA Group plc                         305      1,494
   Compass Group plc                     240      1,934
   Cookson Group plc                     287      1,373
   Farnell Electronic PLC                 99        936
   Granada Group plc                     164      1,883
   Henlys Group plc                      209      1,987
   Next Plc                              347      2,684
   Rentokil Group PLC                    398      2,196
   Storehouse PLC                        199      1,036
   Vodafone Group plc                    522      1,932
   Wassall PLC                           391      1,892
   Zeneca Group plc                       88      1,824
- -------------------------------------------------------------------------------
                                                 24,171
- -------------------------------------------------------------------------------
UNITED STATES--3.6%
   Britmar Corporation                    46         69(A)
   Ultrafem, Inc.                        187      2,430(A)
- -------------------------------------------------------------------------------
                                                  2,499
- -------------------------------------------------------------------------------

Total Common Stocks and
   Equity Interests
   (Identified Cost--$55,002)                     66,707
- -------------------------------------------------------------------------------

                                       5

<PAGE>

                                     SHARES       VALUE


PREFERRED STOCK--0.8%
ITALY--0.8%
Telecom Italia S.p.A.
   (Identified Cost--$586)               522     $   574
- -------------------------------------------------------------------------------

                                    PRINCIPAL
                                     AMOUNT

REPURCHASE AGREEMENT--5.0%
   Prudential Securities, Inc.
     5.5% dated 3-29-96, to be
     repurchased at $3,457 on
     4-1-96 (Collateral: $3,635
     Federal National Mortgage
     Association Mortgage-
     backed securities 7% due
     4-1-26, value $3,558)
   (Identified Cost--$3,456)          $3,456       3,456
- -------------------------------------------------------------------------------

Total Investments--102.5%
   (Identified Cost--$59,044)                     70,737
Other Assets Less Liabilities--(2.5%)             (1,717)
- -------------------------------------------------------------------------------
NET ASSETS--100.0%                               $69,020

NET ASSET VALUE PER SHARE                        $23.57

- -------------------------------------------------------------------------------

 (A) Non-income producing
N.M. Not meaningful

                                       6

<PAGE>

                           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 and Trust  Company,  P.O. Box 8200, Boston,
MA 02266-8200 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.

                                       7



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