WORLDWIDE VALUE FUND INC
N-30D, 1996-11-25
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                                                          WORLDWIDE
Officers and Directors                           [Worldwide Value Fund Logo]
                                                            VALUE
Charles J. Swindells--Chairman                               FUND
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 zu 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

Custodian and Transfer Agent
State Street Bank & Trust Company
P.O. Box 1713
Boston, Massachusetts 02105                        Report to Shareholders
                                                    For the quarter ended
Sub-Custodian                                        September 30, 1996
The Chase Manhattan Bank, N.A.
1 Chaseside
Bournemouth, Dorset BH7 7DB
England

Worldwide Value Fund, Inc.                       Lombard Odier International
P.O. Box 1476                                   Portfolio Management Limited
7 East Redwood Street, 10th floor                    Investment Adviser
Baltimore, MD 21203-1476
To Our Shareholders,
                                                Legg Mason Fund Adviser, Inc.
                                                    Investment Consultant
                                                      and Administrator

[Recycled Logo] Printed on Recycled Paper


<PAGE>

To Our Shareholders,

     Worldwide  Value Fund (VLU) recorded a 2.0% increase in its net asset value
during the third  quarter of 1996,  closing at $25.68 per share at  September 30
against  $25.17 at June 30. Total return for the nine months ended  September 30
is 21.5%.

     Net  investment  income for the  quarter was  $23,000,  or $.008 per share,
against a loss of  $37,000,  or  $(.012)  per share,  in the like  period a year
earlier.  Realized and unrealized gains for the same period were $1,475,000,  or
$0.50 per share, in 1996, against $3,023,000, or $1.02 per share, in 1995.

     VLU's portfolio  continues to be focused on Europe, with the United Kingdom
representing  the  largest  holding  at 35.9%  of net  assets,  followed  by the
Netherlands with 13.0%,  Germany 11.9%,  France 10.7% and Switzerland  8.5%. The
remainder of the portfolio is comprised mainly of other European securities.

     Beginning on page 2, the Fund's portfolio  managers  discuss  political and
economic conditions in Europe and their investment strategies.

                                                  Sincerely,


                                                  /s/ Charles J. Swindells
                                                  --------------------------
                                                  Charles J. Swindells
                                                  Chairman of the Board

November 11, 1996

<PAGE>


Investment Advisers' Comments

     During the third quarter of 1996,  the Worldwide  Value Fund gave back some
of the strong  out-performance  exhibited  since the beginning of the year,  but
year-to-date  still shows an impressive  relative  performance,  returning 21.5%
versus its benchmark's return (the Morgan Stanley European Index) of 10.8%.

                               Third Quarter 1996

                       MSCI Europe Index             +3.2%
                       Worldwide Value Fund          +2.0%

     The quarter started off with volatile and nervous  trading  conditions as a
result of the stronger than expected US  employment  figures which  demonstrated
the  robust  state of  health of the US  economy.  The fact that the Fed had not
acted to raise  interest  rates prior to these  figures  coupled with very light
trading  volumes around the fourth of July holiday,  exacerbated a sharp fall in
the Dow Jones, and this  nervousness  spilled over into Europe with most markets
suffering from profit taking and all ending the month at lower levels.

     In terms of sector performance, the most active was that of the financials.
In Switzerland the theme of rationalisation was reawakened with the announcement
by CS  Holding  that it would trim its  domestic  cost base and shed some 15% of
Group personnel.  The theme was further  extended into Europe when  Deutschebank
declared  that it had  taken a 5%  stake  in  Bayerische  Vereinsbank  prompting
expectations  that the long awaited  restructuring  process was getting underway
amongst the German banks.  The Dutch  financials lost out as investors  realised
their profits and increased their exposure to the German banking sector.

     In the UK, the privatisation of British Energy,  the last of such sell-offs
in this Government's term of office,  did not appeal to investors and fell below
its issue price.

     In August, the markets rebounded strongly,  though volumes were still light
for much of the month as many  investors  were away enjoying their summer break.
The US jobs' data in August  provided  relief as it came in at the bottom end of
the range and therefore the concerns  demonstrated  during July faded away,  and
the Fed left interest rates unchanged.

     In Europe sentiment was also buoyed by the fact that the Bundesbank cut the
Repo rate by 30 basis points to 3% (100 basis points = 1%). What was  surprising
was the  magnitude of the reduction  rather than the cut itself,  and it was all
the more encouraging to see the Bank's  willingness to act even though growth in
M3 remains above target. More importantly,  there are signs that the economy was
stabilising  as  industrial  figures in June were positive and an IFO survey (an
economic  forecasting  research firm) provided grounds for cautious optimism for
the rest of the year.

     In France the outlook is less  positive and the economy  remains  weak;  in
addition  fears  surfaced  over the French  government's  ability to control the
budget  deficit and meet its debt targets so it can be a founding  member of the
European Monetary Union (EMU).

     September,  by contrast to the preceding months, was relatively eventful as
investors  returned from their holidays to learn about the first half results of
corporate  Europe.  There were also some  salutary  lessons  for the  investment
community. At the start of September,  the news broke about the unrepresentative
valuation and  questionable  status of a large number of non-quoted  holdings in
the Morgan  Grenfell  European Growth Fund which obliged Deutshe Bank to provide
some 180 million  sterling  liquidity as investors  retrieved  their funds.  The
other  `scandal'  regarded  further  revelations  about  the  current  financial
situation of Olivetti which has halved since the widely  supported  rights issue
at the end of 1995.

     First half results were generally mixed with no real features, though those
benefiting  from a weak currency in 1995 were suffering from a reversal of their
fortunes  in  1996,   especially   amongst  the   Italian   industrials.   Other
disappointments included Vienna Airport, Heineken, Peugeot and Fiat, but despite
the weak  consumer  demand  throughout  continental  Europe,  the retail  sector
enjoyed strong performance.

                                       2

<PAGE>


     In terms of European  economic data released during the month,  indications
still point to very slow economic activity in Europe. All inflation figures show
declines,  and it  transpired  that in France,  GDP was  negative  in the second
quarter. In Germany,  although  industrial  production data for July was revised
upwards,  engineering  orders in August were weak, and closer  inspection of the
figures show that the activity is  concentrated  on those companies that operate
outside Europe. The outlook for construction continues to look grim, and indeed,
the interim  results of the major  cement  companies  in Europe  were  extremely
disappointing.

     Despite the weak economic growth and lack of  infrastructure  investment in
Europe, the European equity markets have enjoyed good performance throughout the
year,  and as the  quarter  drew to a close  the  markets  were in a  relatively
relaxed mood, with little concern about the need for monetary tightening.

Market Outlook

     Central Banks across Europe have responded to economic weakness by lowering
interest  rates.  While  we  cannot  identify  much in the  way of  inflationary
pressure today, we concede that the scope for  significant  further  lowering of
rates is limited in most countries--Italy is a notable exception.

     The  overriding  theme of  EMUwill  govern  Central  Bank and  politicians'
decisions  throughout Europe, as economies are pushed,  pulled or even fudged to
meet the Maastricht  criteria.  It is not at all clear which countries will sign
up at the initial stage, who will join later and who will remain outside.  There
have been angry exchanges  between the French and Italian  monetary  authorities
with regard to the eligibility of Italy to be amongst the first,  but it must be
acknowledged that unless the imminent wage settlements  indicate that there will
be Italian wage  moderation,  the `real' value of the lira will continue to be a
delicate subject.

     Consumption  in Europe may  recover  from the low  levels in 1995,  but one
cannot  expect  that the  stringent  budget  laws will not have some  depressing
effect.  Conversations  with managers in all industrial  sectors illustrate that
the only  obvious  source of  growth in the world is still the US and  Southeast
Asia.  Increasingly  fierce  global  competition  continues  to bite into profit
margins,  and as a result we anticipate an ongoing  restructuring  effort across
European industry.

     We believe  that the  portfolio  is well  positioned  to benefit  from this
ongoing trend. We remain  underweight in the European  banking  sector,  but are
concentrating  on  those  banks  where  restructuring  appears  to be a  serious
proposition.  We are also  concentrating on companies in those sectors that will
benefit from a growing tendency of international companies to outsource services
that  hitherto  have  been  in-house.  We are  aware  that  there is a risk that
economic  growth may be lower than expected,  but believe that our holdings will
generally benefit from a moderate growth, low-inflationary environment.

     Although we remain positive on the outlook for equity markets in Europe, we
must approach the future with some caution given that the European  bourses have
performed  exceptionally  well this year,  with many  recording  new highs.  The
valuations of many stocks and markets have consequently  risen in expectation of
improved  earnings in 1997 and 1998, and therefore  selecting those stocks which
offer solid growth prospects at an attractive valuation will remain of paramount
importance.  We feel  confident  that our style of rigorous  analysis  and stock
selection will continue to reap the rewards of enhanced  performance  and result
in further growth in value of the Worldwide Value Fund.



                                            Ronnie Armist
                                            Mark Lloyd-Price

November 11, 1996

                                       3

<PAGE>


===============================================================================
INDUSTRY DIVERSIFICATION
Worldwide Value Fund, Inc. / September 30, 1996
===============================================================================
                                                         % of Net     Market
                                                          Assets       Value
                                                                       (000)
Pharmaceuticals and Health Care                            18.5%      $13,899
Banking                                                    10.5         7,871
Retail Sales                                                8.0         5,989
Utilities                                                   7.5         5,666
Automotive                                                  6.5         4,862
Publishing                                                  5.4         4,064
Consumer Durable Goods                                      4.5         3,371
Chemicals                                                   4.4         3,295
Oil and Gas                                                 4.2         3,193
Manufacturing                                               4.1         3,108
Miscellaneous Services                                      3.9         2,942
Transportation                                              2.9         2,149
Multi-Industry                                              2.5         1,922
Leisure                                                     2.5         1,897
Construction Materials                                      1.9         1,409
Finance                                                     1.8         1,388
Electrical Equipment                                        1.8         1,339
Metals                                                      1.7         1,248
Telecommunications                                          1.6         1,245
Consumer Non-Durable Goods                                  1.6         1,204
Lodging                                                     1.5         1,125
Research and Development                                    1.2           895
Machinery                                                   0.8           570
Short-term Investments                                      2.3         1,737
                                                          -----       -------
Total Investment Portfolio                                101.6        76,388
Other Assets Less Liabilities                              (1.6)       (1,172)
                                                          -----       -------
Net Assets                                                100.0%      $75,216
                                                          =====       =======

                                       4

<PAGE>

================================================================================
PORTFOLIO OF INVESTMENTS / Unaudited
Worldwide Value Fund, Inc. / September 30, 1996 / Amounts in Thousands
================================================================================

                                   Shares         Value


COMMON STOCKS AND
  EQUITY INTERESTS--97.7%
Austria--2.3%
   Flughafen Wien AG                  22        $ 1,155
   Voest-Alpine Stahl AG              17            572
                                                -------
                                                  1,727
                                                -------
France--10.7%
   Christian Dior SA                  10          1,204
   Compagnie Generale des Eaux        17          1,878
   Michelin                           29          1,459
   Pechiney S.A.                      40          1,690
   Pinault-Printemps SA                5          1,839
                                                -------
                                                  8,070
                                                -------
Germany--11.9%
   Adidas AG                          13          1,206
   Altana AG                           1            988
   Commerzbank AG                      5          1,064
   Gehe AG                            18          1,229
   Hoechst AG                         46          1,670
   Veba AG                            25          1,319
   Volkswagen AG                       4          1,468
                                                -------
                                                  8,944
                                                -------
Hungary--0.7%
   Richter Gedeon Rt                  10            494
                                                -------
Italy--2.4%
   Edison S.p.A.                     253          1,576
   Telecom Italia S.p.A.             107            237
                                                -------
                                                  1,813
                                                -------
Netherlands--13.0%
   ABN Amro Holding N.V.              21          1,153
   Elsevier NV                        69          1,137
   Hagemeyer N.V.                      9            706
   Hunter Douglas N.V.                12            833
   INGGroep NV                        45          1,388
   RoyalDutchPetroleum Company        12          1,874
   Vendex International N.V.          36          1,391
   VNU-Verenigde Nederlandse
     Uitgeversbedrijven Verenigd
     Bezit                            64          1,256
                                                -------
                                                  9,738
                                                -------


                                    Shares        Value

Norway--0.9%
   Christiania Bank OG Kreditkasse   249          $ 639
                                                -------
Spain--2.3%
   Centros Comerciales Pryca, SA      40            986
   Telefonica de Espana               42            774
                                                -------
                                                  1,760
                                                -------
Sweden--3.4%
   Pharmacia & Upjohn, Inc.           17            728
   Sandvik AB, Class B                24            570
   Scania AB Series A & B             25            677
   Svedala Industrier AB              33            575
                                                -------
                                                  2,550
                                                -------
Switzerland--8.5%
   CSHolding AG                       15          1,438
   Roche Holding AG                 N.M.          1,670
   Sandoz AG                           2          2,280
   Swissair AG                         1            994
                                                -------
                                                  6,382
                                                -------
United Kingdom--35.9%
   Aea Technology plc                176            895
   Barclays PLC                      130          1,910
   BBAGroup plc                      305          1,614
   Cookson Group plc                 363          1,418
   Farnell Electronic PLC            128          1,339
   Granada Group plc                 142          1,897
   Hays plc                          190          1,398
   Henlys Group plc                  210          1,780
   Jarvis Hotels plc                 455          1,125
   Laporte plc                       140          1,625
   Next Plc                          200          1,773
   Rentokil Group PLC                236          1,544
   Standard Chartered Bank PLC       153          1,668
   United News & Media plc           155          1,671
   Vodafone Group plc                359          1,245
   Wassall PLC                       391          1,922
   Zeneca Group plc                   88          2,187
                                                -------
                                                 27,011
                                                -------


                                       5

<PAGE>

================================================================================
PORTFOLIO OF INVESTMENTS / Continued
Worldwide Value Fund, Inc. / September 30, 1996 / Amounts in Thousands
================================================================================

                                   Shares         Value

United States--5.7%
   Ultrafem, Inc.                    187        $ 4,322(A)
                                                -------
Total Common Stocks and Equity
   Interests
   (Identified Cost--$59,815)                     73,450
                                                --------

PREFERRED STOCK--1.6%
Italy--1.6%
   Telecom Italia S.p.A. Savings
     Shares
   (Identified Cost--$1,147)         968           1,201
                                                --------



                                  Principal
                                   Amount         Value

REPURCHASE AGREEMENT--2.3%
   Prudential Securities, Inc.
     5.75% dated 9-30-96 to be
     repurchased at $1,737 on
     10-1-96 (Collateral: $3,250
     Federal National Mortgage
     Association Mortgage-backed
     securities, 8.0% due 2-1-23,
     value $1,794)
   (Identified Cost--$1,737)         $1,737      $ 1,737
                                                 -------

Total Investments--101.6%
   (Identified Cost--$62,699)                     76,388
Other Assets Less Liabilities--(1.6%)             (1,172)
                                                 -------
NET ASSETS--100.0%                               $75,216
                                                 =======

NET ASSET VALUE PER SHARE                         $25.68
                                                  ======
- ----------
 (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 & 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.

                                       7





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