EMERGING MARKETS GROWTH FUND INC
N-30D, 1996-09-12
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10th Anniversary Issue
Emerging Markets Growth Fund SM
Annual Report
For the Year Ended June 30, 1996
 
Seeks long-term growth of capital by investing in companies operating in
developing countries around the world
 
Fellow Shareholders:
 
Fiscal 1996 -- our 10th year -- was a rewarding period for investors in
Emerging Markets Growth Fund. Stock prices in the developing world rebounded,
and the fund recorded a substantial gain for the full fiscal year after
declining in the first six months.
 
For the 12 months ended June 30, the value of EMGF's shares rose 15.5% assuming
reinvestment of two income dividends totaling $1.30 a share and a capital gain
distribution of $1.27 a share. Meanwhile, a basic measure of stock prices in
the fund's investment universe -- the Morgan Stanley Capital International
Emerging Markets Free (EMF) Index/1/ -- finished the period with a gain of 8.5%
including reinvestment of dividends.
 
Virtually all of the increase -- for EMGF and for the index -- came in the
final seven months of the fiscal year, following a period of weakness in the
Mexican peso and a devaluation of the Indian rupee. Investor confidence was
strengthened by the fact that Mexico and a number of other countries that have
experienced financial difficulties continue to pursue market-oriented policies
and economic reform.
 
The fund outpaced the EMF Index in fiscal 1996 chiefly because several of our
biggest investments posted extraordinarily large increases. The biggest single
holding, the Brazilian phone company known as Telebras, rose 112.0% in price
for the 12 months. Our 20 best gainers -- which together represented about 8%
of net assets at the start of the fiscal year -- went up an average of 98.1%;
the 20 weakest stocks -- which accounted for less than 4% of assets -- recorded
an average decline of 59.8%.
 
12-MONTH RESULTS
With Dividends Reinvested (7/1/95 - 6/30/96)
 
<TABLE>
<CAPTION>
<S>                           <C>                        
EMGF                          +15.5%                     
 
MSCI EMERGING MARKETS          +8.5                      
   FREE INDEX                                            
 
</TABLE>
 
The fund's holdings in Telebras, and in a number of other securities where we
added to our positions, were increased starting about a year and a half ago.
This was at a time when those investments were out of favor and carried
unusually attractive valuations. We focused our purchases on securities that we
felt were fundamentally sound and could weather a difficult period in many
Latin American as well as some Asian markets.
 
As it often has in the past, this value-oriented approach paid off. Recently,
as prices have recovered, we have taken profits and reduced our positions in
several of these securities. At the same time, we have added to our investments
in markets where valuations appear more attractive. These include India,
Taiwan, Russia, Czech Republic and South Africa.
 
On June 30, about 39% of the fund's assets were in the Asia-Pacific region; 37%
were in Latin America; and approximately 15% were in markets elsewhere,
including Eastern Europe. The table on page 4 shows how these percentages
compare with previous years. It also shows that the fund's holdings of cash &
equivalents at the end of fiscal 1996 equaled nearly 10% of net assets; that
figure includes investments in short-term government securities issued by
Poland and Russia. Excluding those two fixed-income holdings, the fund's cash
position amounts to roughly 7%.
 
The three largest areas of concentration on June 30 were Brazil, Mexico and
India. Between them they accounted for a third of net assets. All three
recorded gains for the 12 months in both U.S. dollars and local currency.
 
In Brazil, we take encouragement from the fact that President Cardoso's efforts
to stabilize the currency are succeeding. Although wages and employment are
rising, inflation appears to be under control. Privatizations continue, and
restrictions against utility tariff rebalancing have been lifted, enhancing the
potential profitability of both Telebras and Eletrobras, our second-largest
investment, an electric utility holding company.
 
In Mexico, the rally that has taken place in stock prices mainly reflects
improving economic conditions. While the country still faces difficulties,
inflation and interest rates have declined, the peso has strengthened, and the
government continues to meet its debt obligations. Mexico stands to benefit
substantially from a $1.7 billion loan from the International Monetary Fund
later in calendar 1996.
 
India, our third-largest country concentration, also experienced a stock market
rally during the latter half of fiscal 1996 after a long and painful decline.
Most of the recovery in equity prices took place in the weeks leading up to
national elections in May. The voting resulted in a coalition government that
so far seems to be pursuing economic policies similar to those of the
long-ruling Congress party. Both before the elections and afterward, we added
to our Indian holdings and now own shares in 35 individual companies in India. 
 
Although stock prices in the fund's investment universe have rebounded
impressively over the past several months, most emerging markets are still well
below the levels of early 1994. Meanwhile, corporate earnings generally have
risen since then, which means that many valuations are lower now, relatively
speaking,  than they were when prices were at their peak.
 
As we look ahead, one area of possible concern is the interest rate outlook.
Long-term rates have moved higher in the U.S. and will bear close watching. We
are mindful that the downswing in emerging markets early in the spring of 1994
coincided with a directional change toward higher U.S. rates.
 
In June, EMGF's Board of Directors authorized an increase, under certain
conditions, in new shares available for sale in calendar 1996 and 1997 from 25%
to 30% of all outstanding shares available at the end of the previous year. The
Board remains sensitive to the importance of limiting the increase in available
shares so that investment results will not be adversely affected by excessive
inflows of new money.
 
Finally, we invite your attention to the article beginning on page 5, which
reviews Emerging Markets Growth Fund's first ten years. We hope you will find
it interesting and informative.
 
Sincerely,
 
Walter P. Stern
Chairman
 
Nancy Englander
President
 
August 9, 1996
 
/1/ The EMF Index, which is unmanaged, currently tracks stock prices in 22
developing countries with markets open to foreign investors.
 
 
Here are the total returns and average annual compound returns with all
distributions reinvested for periods ended June 30, 1996 -- Ten years:
+1,066.31%, or +27.84% a year; 5 years: +141.66%, or +19.30% a year; 12 months:
+15.49%.
 
THE FIGURES IN THIS REPORT REFLECT PAST RESULTS.  SHARE PRICE AND RETURN WILL
VARY, SO YOU MAY LOSE MONEY BY INVESTING IN THE FUND.  THE SHORTER THE TIME
PERIOD OF YOUR INVESTMENT, THE GREATER THE POSSIBILITY OF LOSS.  FUND SHARES
ARE NOT DEPOSITS OR OBLIGATIONS OF, OR INSURED OR GUARANTEED BY, THE U.S.
GOVERNMENT, ANY FINANCIAL INSTITUTION, THE FEDERAL DEPOSIT INSURANCE
CORPORATION, OR ANY OTHER AGENCY, ENTITY OR PERSON. All investments are subject
to certain risks. For example, those which include common stocks are affected
by fluctuating stock prices. Investments outside the U.S. (especially those in
developing countries) are subject to additional risks, including currency
fluctuations, political and social instability, differing securities
regulations and accounting standards, limited public information, possible
changes in taxation, and periods of illiquidity. Accordingly, investors should
maintain a long-term perspective.
 
WHERE THE FUND'S ASSETS ARE INVESTED
 
<TABLE>
<CAPTION>
<S>                                      <C>         <C>          <C>          <C>        <C>               <C>                
                                                      PERCENT OF NET ASSETS                                                         
Market Value       
                                         ---------------------------------------------                                              
                              
 
                                                                                                          Market Value of       
 
                                                                                          EMF Index/1/    Holdings 6/30/96         
 
                                         6/30/94     06/30/95     12/31/95     6/30/96      6/30/96         (in thousands)     
                                         -------     --------     --------     -------    ------------      --------------     
 
ASIA/PACIFIC                                                                                                                   
 
China...........................         .6%         1.8%         1.4%         1.2%       -%                $99,362            
 
Hong Kong.......................         1.3         1.0          1.0          .9         -                 75,820             
 
India...........................         2.6         5.7          7.0          7.7        7.8               652,448            
 
Indonesia.......................         2.3         4.2          6.4          4.5        5.7               377,878            
 
Malaysia........................         4.1         4.3          4.2          4.4        17.6              373,235            
 
New Zealand.....................         .5          -            -            -          -                 -                  
 
Pakistan........................         -           1.1          1.1          .9         .7                77,250             
 
Philippines.....................         8.2         7.6          7.3          6.4        3.3               542,162            
 
South Korea.....................         7.8         7.0          7.8          5.8        2.5               488,004            
 
Sri Lanka.......................         .3          .2           .2           .1         .1                8,934              
 
Taiwan..........................         .8          .8           2.3          2.8        - /2/             240,336            
 
Thailand........................         6.5         5.5          4.9          3.7        8.7               309,840            
 
Vietnam.........................         -           .1           .1           .1         -                 6,206              
                                         ----        ----         ----         ----       ----              ----------         
 
                                         35.0        39.3         43.7         38.5       46.4              3,251,475          
                                         ----        ----         ----         ----       ----              ----------         
 
                                                                                                                               
 
LATIN AMERICA                                                                                                                  
 
Argentina.......................         6.9         8.3          8.2          5.9        3.8               502,296            
 
Brazil..........................         20.2        13.7         15.5         14.8       12.5              1,248,775          
 
Chile...........................         3.5         2.2          2.2          1.8        4.8               152,706            
 
Colombia........................         1.0         .5           .4           .3         .7                25,987             
 
Ecuador.........................         -           .1           .6           .2         -                 17,365             
 
Mexico..........................         17.7        7.6          9.6          10.3       8.6               868,002            
 
Panama..........................         -           .4           .8           .8         -                 66,065             
 
Peru............................         .4          1.8          1.9          2.3        1.2               192,154            
 
Venezuela.......................         .2          .1           .1           .5         .5                42,847             
                                         ----        ----         ----         ----       ----              ----------         
 
                                         49.9        34.7         39.3         36.9       32.1              3,116,197          
                                         ----        ----         ----         ----       ----              ----------         
 
                                                                                                                               
 
EASTERN EUROPE                                                                                                                 
 
Republic of Croatia.............         -           -            -            .3         -                 24,047             
 
Czech Republic..................         -           .1           .1           .3         -                 24,486             
 
Hungary.........................         -           -            .4           .4         -                 36,590             
 
Poland..........................         -           .1           .1           .5         .5                44,399             
 
Russia and former republics of the                                                                                             
 
 Soviet Union/3/................         .2          .7           1.4          3.7        -                 317,621            
                                         ----        ----         ----         ----       ----              ----------         
 
                                         .2          .9           2.0          5.2        .5                447,143            
                                         ----        ----         ----         ----       ----              ----------         
 
                                                                                                                               
 
OTHER MARKETS                                                                                                                  
 
Gabon...........................         .1          -            -            -          -                 -                  
 
Ghana...........................         -           .4           .3           .4         -                 33,585             
 
Greece..........................         1.3         1.0          1.4          1.1        1.3               92,073             
 
Mauritius.......................         -           -            .1           .1         -                 4,646              
 
Morocco.........................         -           .1           .2           .2         -                 14,674             
 
Portugal........................         .1          .3           .3           .5         2.2               45,531             
 
South Africa ...................         -           .8           2.8          3.5        13.5              294,512            
 
Turkey..........................         1.2         2.2          1.1          1.6        1.6               135,288            
 
United States...................         .1          .1           .1           -          -                 2,689              
 
Virgin Islands..................         .6          -            -            -          -                 -                  
                                         ----        ----         ----         ----       ----              ----------         
 
                                         3.4         4.9          6.3          7.4        18.6              622,998            
                                         ----        ----         ----         ----       ----              ----------         
 
                                                                                                                               
 
Multi-National..................         .2          1.2          1.1          1.8                          155,475            
                                         ----        ----         ----         ----                         ----------         
 
                                                                                                                               
 
Other/4/........................         4.1         1.7          1.0          .8                           66,432             
                                         ----        ----         ----         ----                         --------           
 
                                                                                                                               
 
Cash & Equivalents..............         7.2         17.3         6.6          9.4                          790,940            
                                         ----        ----         ----         ----                         --------           
 
                                                                                                                               
 
TOTAL...........................         100.0%      100.0%       100.0%       100.0%                       $8,450,660         
                                         ======      ======       ======       ======                       ===========        
 
</TABLE>
 
/1/ Morgan Stanley Capital International Emerging Markets Free Index also
includes Israel (2.3%) and Jordan (0.1%). A dash indicates that the market is
not included in the index. Source: Morgan Stanley Capital International
Perspective.
 
/2/ In September, Taiwan will be added to the EMF Index, and South Korea's
weighting in the index will be increased to reflect 50% of that country's
market capitalization instead of 20%.
 
/3/ Includes investments in companies incorporated outside the region which
have significant operations in the region.
 
/4/ Includes investments in markets where the holdings represent a percentage
of net assets of less than .05%.  Also includes stocks in initial period of
acquisition .
 
PERCENT CHANGE IN KEY MARKETS /1/
 
<TABLE>
<CAPTION>
<S>                                  <C>                <C>                  <C>                  <C>                 
                                     Twelve months ended 6/30/96                           Six months ended 6/30/96                 
     
                                     ----------------------------                        ------------------------------             
         
 
                                     Expressed in       Expressed in         Express in           Expressed in        
 
                                     U.S. Dollars       Local Currency       U.S. Dollars         Local Currency      
                                     -------------      --------------       ------------         --------------      
 
Argentina                            36.2%              36.2%                14.8%                14.8%               
 
Brazil                               31.2               43.3                 28.4                 32.6                
 
Chile                                -13.6              -5.3                 1.7                  2.5                 
 
Colombia                             -17.2              0.9                  2.9                  11.4                
 
Czech Republic                       36.1               45.0                 29.7                 33.9                
 
Greece                               1.6                8.7                  4.8                  6.6                 
 
Hong Kong                            22.3               22.3                 12.7                 12.8                
 
Hungary                              59.9               95.3                 76.5                 94.0                
 
India                                6.2                19.1                 25.6                 25.8                
 
Indonesia                            17.5               22.8                 16.9                 19.0                
 
Jordan                               -18.8              -17.1                -15.2                -15.1               
 
Malaysia                             10.0               12.6                 16.2                 14.2                
 
Mexico (Free)/2/                     18.9               44.4                 15.7                 14.1                
 
Pakistan                             -5.2               7.1                  15.9                 18.6                
 
Peru                                 19.6               30.3                 8.8                  14.2                
 
Philippines (Free)/2/                11.2               14.1                 24.0                 23.8                
 
Poland                               28.4               49.1                 52.0                 67.6                
 
Portugal                             18.2               26.5                 24.5                 30.6                
 
South Africa                         6.7                27.1                 -7.1                 10.3                
 
South Korea(Free)/2/                 -15.8              -9.9                 -14.6                -10.7               
 
Sri Lanka                            -26.8              -19.1                -15.6                -12.4               
 
Taiwan                               25.6               33.8                 37.0                 38.2                
 
Thailand                             -8.7               -6.0                 -0.4                 0.4                 
 
Turkey                               -10.2              66.8                 36.5                 84.2                
 
Venezuela                            31.3               263.1                56.4                 116.3               
 
                                                                                                                      
 
Emerging Markets Growth Fund         15.5                                    16.4                                     
 
</TABLE>
 
            
/1/ With gross dividends reinvested.  All indexes are compiled by Morgan
Stanley Capital International Perspective and are unmanaged.
 
/2/ The fund is invested in the "free" Mexican, Philippine and South Korean
stock markets, which consist of securities that can be purchased by investors
other than resident nationals.
 
[LOGO]
ON OUR 10TH ANNIVERSARY...
 ...we recall the events leading up to the fund's launching in 1986 and recap a
decade of growth and positive results.
[END LOGO]
 
Emerging Markets Growth Fund's record of success in its first ten years has
been truly remarkable. Net assets have grown from $50 million to more than $8
billion, making the fund the largest of its kind by a wide margin. The number
of shareholders has risen from about a dozen in 1986 to more than 500, while
the value of an investment has increased more than ten-fold. The fund's
lifetime total gain of 1,073.3% works out to an average compound return of
27.7% a year.
 
These results reflect, to some degree, events that drew huge amounts of capital
into the developing world and could hardly have been foreseen in 1986,
including the sudden collapse of the Soviet empire, the opening up of China,
and the rush to privatize state-owned assets in many countries. However, the
ten-year record is also importantly the product of an intensified investment
research effort, and it clearly validates the premise behind the formation of
the fund: that rapid economic growth in developing countries creates very
attractive opportunities for those who are patient and prepared to accept the
risks associated with this type of investing. The record demonstrates, too,
that a sensible way of capitalizing on those opportunities and minimizing the
risks is through a geographically diversified portfolio of securities rather
than one limited to a single region or country. 
 
[Pull Quote]
Among institutional investors, in 1986 there was little interest in a
multi-country emerging-
markets fund.
[End Pull Quote]
 
It is useful to remind ourselves just how much things have changed since
Emerging Markets Growth Fund began. In 1986, the Berlin Wall was up and the
Cold War was still being waged. China was unreceptive to Western-style
investing. In Argentina, Mexico, and India, the phone systems were state-owned
bureaucracies. Through-out much of what was then called the Third World, the
generally accepted view was that development should be financed through debt
and guided by government. Equity markets in many developing countries were less
mature than they are today; disclosure requirements, accounting procedures and
mechanisms for protecting investors were less sophisticated; and restrictions
on the flow of capital were considerably more stringent.    
 
Among institutional investors, in 1986 there was little interest in a
multi-country emerging-markets fund. "At the time it was considered a very
radical idea," recalls Nancy Englander, EMGF's current President. Support for
the idea was centered initially around a small group of people at the
International Finance Corporation, the World Bank's private sector affiliate.
For several years, they had been exploring ways to strengthen financial markets
in the developing world. David Gill, who was the IFC's Director of Capital
Markets at the time, says, "We wanted to move beyond the concept of the
single-country fund and encourage the creation of a global fund. As a first
step, we tried to put together a small group of investors who could provide $50
million of seed money." 
 
One of the first prospects the IFC contacted was Deutsche Bank, the largest
publicly owned bank in Germany. Helmut Mader, an EMGF Director who worked in
the bank's New York office in 1985, recalls: "David Gill was like a missionary
traveling the world with zeal, pitching his proposal. When he came to see us, I
expected to just listen politely, but I ended up becoming enthusiastic. I
persuaded my colleagues that we could realize a good return on our investment,
and that this was a project our bank should be in on from the start." 
 
A DECISION TO PROCEED
 
By mid-1985, Gill and his group had raised about $30 million from a handful of
institutions, and the IFC had committed to investing some of its own money.
"Although we were short of our $50 million target," says Gill, "we decided to
go ahead anyway and start interviewing investment management organizations. We
met with six of them, listened to their presentations, and chose Capital."  
 
In the fall of  1985, Gill and his associates, including Michael Barth, the
IFC's Controller, had to defend their choice against suggestions that the IFC
should run the fund itself. While they were fighting that battle, the Capital
organization was grappling with the issue of whether it should be managing
emerging-markets investments. At the time, its experience with that type of
investment was limited chiefly to Asia. Moreover, there was concern that the
organization's half-century-old reputation for conservative investing might be
severely tarnished someday by a financial crash in a developing country.   
 
[Pull Quote]
We needed more people -- particulary skilled analysts with a variety of
cultural backgrounds and linguistic skills -- and we had to go out and find
them.
[End Pull Quote]
 
Three arguments were put forth in favor of managing the new fund, according to
David Fisher, who headed Capital's international operations in 1985 and has
since become Chairman of The Capital Group Companies.  "First and most
importantly," he says, "an emerging markets fund should be an excellent deal
for investors. Second, in the process of researching companies in these
markets, we would learn things that could help us invest successfully in other
parts of the world. And third, we would establish ourselves as a totally global
investment organization and raise the cost of competing with us."   
 
Those arguments carried the day, and a decision was made at the IFC to select
Capital to manage the assets. Additional seed money was found, bringing the
total to $50 million -- and the stage was set for the launching of EMGF as a
closed-end fund in the spring of 1986. 
 
OVERCOMING OBSTACLES
 
 "At the beginning, we were really feeling our way," says Fisher, who has
managed a portion of EMGF's assets since the fund began. There were numerous
obstacles to contend with, including a lack of liquidity in many stocks, a
shortage of detailed financial information on companies and restrictions on the
importation of capital, as well as other legal and administrative matters. In
Brazil and Chile, separate entities had to be formed to buy local securities.
In Jordan, lists of proposed investments had to be submitted to the king for
his approval. 
 
"Moreover," says Fisher, "we had to develop the capability of doing first-hand
research on hundreds of companies throughout the developing world. That meant
we needed more people -- particularly skilled analysts with a variety of
cultural backgrounds and linguistic skills -- and we had to go out and find
them." 
 
Capital's analysts, new hires as well as veterans, quickly discovered that in
some developing countries they were engaged in pioneering work. One of the
first people hired, Victor Kohn, recalls that on his first Latin American
research trip, he visited 16 companies in his native Chile and in Argentina.
"At 15 of those 16 I was the first analyst they had ever seen," he says. "Some
of the people I met couldn't quite figure out what I was doing there."  
 
Like other investment portfolios managed at Capital, EMGF's portfolio was built
in a deliberate manner, one stock at a time. At the end of calendar 1986, the
fund was 43% invested; two years later the percentage had risen to 77%. At that
point EMGF owned a few Latin American securities; it had not yet expanded into
Eastern Europe or Africa, and it had a heavy concentration in Asia. By the end
of the third year, in 1989, it was about 90% invested; and its total assets had
grown to $500 million as a result of both an inflow of new money and
appreciation in the portfolio. During those three years, the share value rose
179%. 
 
The stepped-up research effort in emerging markets began paying off very
quickly. During EMGF's formative years, its managers were able to identify and
buy a number of high-quality, little-known stocks at attractive prices. The
inflow of new money allowed the fund to move into new markets -- at first in
Asia, and subsequently in Latin America -- without having to sell existing
holdings. Part of the early success, too, has to be credited to fortuitous
timing. Hartmut Giesecke, who manages a portion of the assets, says: 
 
"Immediately after operations began, we started acquiring Thai stocks at a time
when the currency had been devalued and the local market was very depressed. We
were able to buy good companies at three or four times earnings. In Malaysia,
our initial purchases were made just before stock prices recovered from a
decline brought on by a recession. Later, when we began building up our
Brazilian and Chilean holdings, the delays caused by administrative
difficulties worked in our favor. In both countries it turned out that we made
our first large purchases just before the markets there rebounded from a
prolonged slump." 
 
IMPORTANT ADVANCES 
 
In its first decade, EMGF generated positive total returns in nine of ten full
fiscal years. In all nine, the returns were in double digits. The only down
year was fiscal 1995, during Mexico's financial crisis and the worldwide
selloff in emerging markets. While several of the fund's holdings suffered
steep declines during that selloff, the diversified nature of the portfolio
served EMGF very well: the share value slipped just 1.2% in fiscal 1995 with
dividends reinvested. 
 
[Pull Quote]
In its first decade, Emerging Markets Growth Fund generated positive total
returns in nine of ten full fiscal years.
[End Pull Quote]
 
On a quarterly basis, the ten-year results look similarly impressive, but the
volatility that is inherent in the fund's investment universe becomes somewhat
more apparent. In the 40 quarters between June 1986 and June 1996, EMGF
recorded 29 increases and 11 declines on a reinvested basis. The average
quarterly increase was 12.9%; the average decline, 8.4%. The largest gain --
28.0% -- came in the three months ended December 31, 1993, at a time when
speculative euphoria was sweeping through the markets. The largest decline --
18.1% -- was in the October-December quarter of 1987, a period that included a
severe downturn in stock prices in the industrialized world. It is noteworthy
that throughout the ten years, the vast majority of the fund's shareholders
stayed the course, riding out the periodic downturns and participating in the
long periods of positive results. Many of them also have added to their
holdings from time to time. 
 
[Pull Quote]
The process of growth and progress in the developing world is still in a
relatively early stage.
[End Pull Quote]
 
Looking back over the ten years, it is clear that EMGF's success has closely
paralleled important advances made by developing countries as a group. While
one can cite exceptions, generally speaking they have: 1) shifted the focus of
their thinking toward free markets; 2) opened their doors somewhat wider to
foreign investors; 3) strengthened their equity markets; 4) improved the
mechanisms for the disclosure of financial information and the protection of
investors; and 5) demonstrated that their economies have the ability to keep
growing even when the industrialized nations experience a slowdown. The gap
between the growth rates of the developing and the industrialized world
increased over the ten years from about 1% in 1986 to around 3 1/2% today. 
 
In much of Asia, accelerating growth and free market policies were in evidence
when EMGF's first decade began; together with the opening up of China, they
have been the primary driving force behind the rise in stock prices in that
region. In Latin America and Eastern Europe, a key driving force has been the
privatization of state-owned assets and the gradual removal of barriers to
investment and commerce. In both places, we have been witnessing an historic
shift away from government-managed economic activity back toward a free
enterprise-oriented approach not unlike that pursued in many countries in those
regions up until the depression of the 1930s. 
 
This process of growth and progress in the developing world is still in a
relatively early stage. In some countries, such as Russia, it is only
beginning; in others -- India, for example -- it is starting to gather serious
momentum.  Looking ahead, it seems reasonable, therefore, to expect that the
general atmosphere for investing in emerging markets could remain favorable for
some time. Nonetheless, it should be kept in mind that nearly all of these
markets remain dependent on outside capital. Their financial markets are not
yet fully mature; they are vulnerable to shocks and, on the whole, still quite
volatile. That is why, as the fund enters its second decade, it is important
for shareholders to maintain a long-term perspective on their holdings.
 
ABOUT THE FUND'S ADVISER:
 
Capital International, Inc. is one of The Capital Group Companies. These
companies form one of the world's most experienced investment advisory
organizations, with roots dating back to 1931.  The organization has been  
involved in international investing since the 1950s.
 
The investment management affiliates of The Capital Group Companies employ a
value-oriented and research-driven approach. They maintain a global investment
intelligence network which employs more than 180 investment professionals based
on three continents. They include analysts and portfolio counselors, born in
more than two dozen countries, who speak a variety of languages. These
professionals travel millions of miles each year, keeping a close watch on
industry trends and government actions and scrutinizing thousands of companies,
including hundreds of firms based in the less-developed countries. This
research effort combines intensive company and industry analysis with a
political and macroeconomic overview, and we believe it has given our family of
companies -- and the funds they manage, including Emerging Markets Growth Fund
- -- an important competitive edge.
 
EMERGING MARKETS GROWTH FUND
Investment Portfolio - June 30, 1996 
 
<TABLE>
<CAPTION>
<S>                                        <C>              <C>                <C>              <C>         <C>           
                                                     Equity-Type Securities                                                         
       
                                           ---------------------------------------                                                  
              
 
INDUSTRY DIVERSIFICATION                   Common           Preferred          Convertible                  Percent of    
- ------------------------                   Stocks           Stocks             Bonds            Bonds       Net Assets    
                                           ------           ---------          -----------      ------      ----------    
 
Telecommunications                         10.62%           5.44%              -%               0.39%       16.45%        
 
Utilities: Electric & Gas                  7.39             2.96               -                0.03        10.38         
 
Banking                                    8.86             0.60               0.25             -           9.71          
 
Beverages & Tobacco                        4.51             0.91               -                -           5.42          
 
Energy Sources                             4.19             0.64               -                -           4.83          
 
Building Materials & Components            2.66             0.23               0.08             -           2.97          
 
Equity Common Trusts                       2.61             0.15               -                -           2.76          
 
Other Industries                           29.51            2.43               0.77             5.41        38.12         
                                           -----            -----             -----             -----       -----         
 
                                           70.35%           13.36%             1.10%            5.83%       90.64         
                                           ======           ======             =====            =====       =====         
            
                                                                                                                          
 
Short-Term securities                                                                                       9.68          
 
Excess of liabilities over cash and receivables                                                             (0.32)        
 
Net Assets                                                                                                  100.00%       
                                                                                                            =======       
 
</TABLE>
 
******
 
TEN LARGEST EQUITY HOLDINGS
 
<TABLE>
<CAPTION>
<S>                                              <C>              <C>                       
                                                                  Percent of Gain/Loss      
                                                                   for the Year Ended       
                                                   Percent of           6/30/96*            
                                                   Net Assets       (in U.S. Dollars)       
                                                   ----------      --------------------      
 
Telecomunicacoes Brasileiras (Telebras)              3.78%              112.02%             
 
Centrais Eletricas Brasileiras (Eletrobras)          2.42                 3.64              
 
Telefonos de Mexico                                  2.34                13.48              
 
Mahanagar Telephone Nigam                            1.88                37.83              
 
Philippine Long Distance Telephone                   1.36               (18.50)             
 
Korea Electric Power                                 1.34                 4.85              
 
Telecomunicacoes de Sao Paulo SA-Telesp              1.32                66.86              
 
Grupo Televisa                                       1.31                50.95              
 
Telefonica de Argentina                              1.13                19.40              
 
Companhia Energetica de Minas Gerais                 1.12                32.88              
 
</TABLE>
 
*The percent change reflects the increase or decrease in the market price per
share of equity securities held in the portfolio for the entire period.  The
actual gain or loss on the total position in the fund may differ from the
percentage shown.
 
EMERGING MARKETS GROWTH FUND, INC.
 
<TABLE>
<CAPTION>
<S>                                                                        <C>                <C>            <C>            
Investment Portfolio - June 30, 1996                                                                                        
 
                                                                                                                            
 
                                                                           NUMBER OF                                        
EQUITY - TYPE SECURITIES                                                   SHARES OR          MARKET         PERCENT        
(common and preferred stocks                                               PRINCIPAL          VALUE          OF NET         
  and convertible debentures)                                              AMOUNT             (000)          ASSETS         
                                                                           ------------       ---------      -------        
ARGENTINA - 5.35%                                                                                                           
 
  Alpargatas SA Industrial y Comercial (1)                                 5,333,432          $4,002         .05%           
 
  Banco Bansud SA B  (1)                                                   762,436            8,925          .10            
 
  Banco de Galicia y Buenos Aires SA, Class B                                                                               
   (American Depositary Receipts)                                          1,755,796          45,431         .69            
 
  Banco de Galicia y Buenos Aires SA,                                                                                       
   7.00% convertible bond August 1, 2002                                   $12,571,000        13,262                        
 
  Banco Frances del Rio de la Plata SA                                     644,000            6,121                         
 
  Banco Frances del Rio de la Plata SA                                                                          
    (American Depositary Receipts)                                         1,951,645          56,110         .75            
 
  BI SA  (acquired 10/31/93, cost: $6,130,000)                                                6,130          .07            
 
  Compania Naviera Perez Companc SACFIMFA, Class B                         5,100,148          33,421         .40            
 
  Disco SA (American Depositary Receipts)  (1)                             753,000            16,660         .20            
 
  Hidroneuquen SA (acquired 11/11/93, cost: $26,649,000) (1)(2)            29,086,231.09      29,086         .34            
 
  IRSA Inversiones y Representaciones SA                                   26,900             90                            
 
  IRSA Inversiones y Representaciones SA                                                                                    
    (Global Depositary Receipts)                                           90,849             3,066          .04            
 
  Nortel Inversora SA, Class A, preferred                                                                                   
    (American Depositary Receipts)                                                                                          
    (acquired 11/24/92, cost:$6,835,000) (2)                               893,187            10,415                        
 
  Nortel Inversora SA, Class B, preferred                                                                                   
    (American Depositary Receipts)                                                                                          
    (acquired 2/27/92, cost: $23,049,000) (2)                              1,676,260          21,791         .38            
 
  Quilmes Industrial non-voting, preferred (American Depositary            2,150,400          22,042         .26            
    Shares)  (1)                                                                                                            
 
  Siderca SAIC                                                             2,195,180          2,987          .03            
 
  Telecom Argentina STET-France Telecom SA,                                                                                 
    Class B                                                                6,532,272          30,716                        
 
  Telecom Argentina STET-France Telecom SA,                                                                                 
    Class B (American Depositary Shares)                                   645,200            30,244         .72            
 
  Telefonica de Argentina SA, Class B                                      4,910,000          14,540                        
 
  Telefonica de Argentina SA, Class B                                                                                 
    (American Depositary Shares)                                           2,741,900          81,229         1.13           
 
  YPF SA, Class D                                                                                                           
    (American Depositary Receipts)                                         696,800            15,678         .19            
                                                                                              ----------     ----------     
                                                                                              451,946        5.35           
                                                                                                                            
 
BRAZIL - 13.92%                                                                                                             
 
  Aracruz Celulose SA, Class B, preferred  nominative                                                                       
    (American Depositary Receipts)                                         449,200            4,267          .05            
 
  Banco Bradesco SA, preferred nominative                                  4,464,622,335      36,468         .43            
 
  Banco Itau SA, preferred nominative                                      34,758,700         14,126         .17            
 
  Banco Nacional SA, preferred nominative (1)                              215,940,814        -                             
 
  Banco Nacional SA, ordinary nominative (1)                               2,500,000          -              -              
 
  Brasmotor SA, preferred nominative                                       141,951,974        44,400         .53            
 
  Centrais Eletricas Brasileiras SA (Eletrobras), Class B, 
    preferred nominative                                                     
  (American Depositary Receipts)                                           7,634,263          108,788                       
 
  Centrais Eletricas Brasileiras SA (Eletrobras), ordinary nominative      16,480,000         4,432                         
 
  Centrais Eletricas Brasileiras SA (Eletrobras), ordinary nominative                                                       
  (American Depositary Receipts)                                           6,775,971          91,476         2.42           
 
  CESP-Companhia EnergEtica de SAo Paulo,                                                                       
     preferred nominative (1)                                              154,300,000        5,380                         
 
  CESP-Companhia Energetica de Sao Paulo, preferred                                                                         
      nominative   (American Depositary Receipts)                                                                           
     (acquired 8/30/94, cost: $53,275,000)(1)(2)                           4,059,080          41,606                        
 
  CESP-Companhia Energetica de Sao Paulo, ordinary                                                              
     nominative (1)                                                        400,767,854        13,174         .71            
 
  COFAP-Companhia Fabricadora de Pecas,                                                                                     
     preferred nominative (1)                                              285,116            1,647          .02            
 
  Companhia Cervejaria Brahma, preferred nominative                        91,622,437         54,669                        
 
  Companhia Cervejaria Brahma, ordinary nominative                         224,483            140            .65            
 
  Companhia Cimento Portland Itau, preferred nominative                    70,137,100         19,841         .23            
 
  Companhia de Tecidos Norte de Minas-COTEMINAS,                                                                            
  preferred nominative                                                     43,298,500         17,079         .20            
 
  Companhia Energetica de Minas Gerais-CEMIG,                                                                               
     preferred nominative (American Depositary Receipts)(1)                3,219,629          84,515                        
 
  Companhia Energetica de Minas Gerais-CEMIG,                                                                               
     preferred nominative (American Depositary Receipts)                                                                    
     (acquired 9/22/94, cost: $9,698,000) (1) (2)                          373,906            9,815          1.12           
 
  Companhia Siderurgica Belgo-Mineira, preferred nominative                13,001,892         829                           
 
  Companhia Siderurgica Belgo-Mineira, ordinary nominative                 2,086,180          150            .01            
 
  Companhia Suzano de Papel e Celulose                                                                                      
    Class B, preferred nominative(American Depositary Receipts) (1)        316,633            3,483          .04            
 
  Companhia Vale Do Rio Doce, preferred nominative                                                                          
  (American Depositary Receipts)                                           911,734            17,551         .21            
 
  Companhia Vidrararia Santa Marina, ordinary nominative                   2,133,072          8,393          .10            
 
  Dixie-TOGA, preferred nominative                                         1,710,000          1,652          .02            
 
  GP Capital Partners, LP                                                                                                   
    (acquired 1/28/94, cost: $23,408,000) (1) (2) (3)                      27,000             26,334         .31            
 
  Industrias Klabin de Papel e Celulose SA,                                                                                 
    preferred nominative (American Depositary Receipts)                    1,259,605          15,745         .19            
 
  Iochpe-Maxion SA                                                                                                          
  (American Depositary Receipts) (1)                                       163,004            469            .01            
 
  Lojas Americanas SA, preferred nominative                                279,219,055        5,507                         
 
  Lojas Americanas SA, ordinary nominative                                 53,594,800         956            .08            
 
  Lojas Arapua, preferred nominative                                                                                        
    (Global Depositary Receipts)                                           104,000            1,092          .01            
 
  Mecanica Pesada, preferred nominative                                    190,000            212                           
 
  Mecanica Pesada, ordinary nominative                                     70,000             488            .01            
 
  Mesbla SA, preferred nominative (1)                                      111,674,640        612            .01            
 
  Metal Leve SAIC,                                                                                                          
    preferred nominative                                                   157,884,489        1,557          .02            
 
  Morgan Stanley Perqs (Telebras) 6.00%, February 16, 1999                 $90,000            5,411          .07            
 
  Osa, preferred nominative                                                90,000,000         870            .01            
 
  Petrobras Distribuidora SA-BR, preferred nominative                      52,393,500         1,104          .01            
 
  Petroleo Brasileiro SA-PETROBRAS, preferred nominative                   428,960,000        52,771         .62            
 
  Refrigeracao Parana SA, preferred nominative                                                                              
     (American Depositary Receipts)                                        410,000            4,971          .06            
 
  Rhodia-Ster SA (Global Depositary Receipts)                              113,100            622            .01            
 
  SA White Martins, ordinary nominative                                    10,062,149,000     14,132         .17            
 
  Sadia Concordia SAIC, preferred nominative                               1,163,000          811            .01            
 
  Souza Cruz SA, ordinary nominative                                       1,217,000          10,607         .12            
 
  Telecomunicacoes Brasileiras SA (Telebras), preferred                    59,500,000         4,155                         
     nominative                                                                                                             
 
  Telecomunicacoes Brasileiras SA (Telebras), preferred                    552,090            -              -              
     nominative,blocked                                                                                                     
 
  Telecomunicacoes Brasileiras (Telebras), preferred nominative                                                             
  (American Depositary Receipts)                                           4,530,446          315,432        3.78           
 
  Telecomunicacoes de Minas Gerais SA, ordinary nominative                 64,122             5              -              
 
  Telecomunicacoes de SAo Paulo SA-Telesp,                                                                            
    preferred nominative                                                   405,285,091        86,798                        
 
  Telecomunicacoes de SAo Paulo SA-Telesp,                                                                            
    ordinary nominative                                                    140,648,944        24,798         1.32           
 
  Usinas Siderurgicas de Minas Gerais SA, preferred nominative                                                              
   (American Depositary Receipts)(acquired 9/1/93; cost: $9,774,000) (2)   1,550,305          16,472         .19            
                                                                                              ----------     ----------     
                                                                                              1,175,812      13.92          
                                                                                              ----------     ----------     
                                                                                                                            
 
CHILE - 1.81%                                                                                                               
 
  CAP SA                                                                   1,347,599          5,193          .06            
 
  Chilgener SA  (American Depositary Receipts)                             1,160,357          27,849         .33            
 
  Compania de Telecomunicaciones de Chile SA                                                              
    (American Depositary Receipts)                                         63,700             6,251          .08            
 
  CTI Compania Tecno Industrial SA                                         89,965,285         3,675          .04            
 
  Empresa Nacional de Electricidad SA                                                                                       
    (American Depositary Receipts)                                         1,458,009          31,348         .37            
 
  Enersis SA (American Depositary Receipts)                                2,249,682          69,740         .83            
 
  Forestal Terranova                                                       550,000            724            .01            
 
  Invercap SA                                                              1,100,000          1,194          .01            
 
  Sociedad Quimica y Minera de Chile SA, Class A                           1,277,900          6,732          .08            
                                                                                              ----------     ----------     
                                                                                              152,706        1.81           
                                                                                              ----------     ----------     
 
CHINA  - 1.18%                                                                                                              
 
  China North Industries Investment Ltd.                                                                                    
  (acquired 9/30/94, cost: $5,727,000) (1)(2)                              5,500,000          3,575          .04            
 
  China Yuchai International Ltd.                                          1,015,500          7,743          .09            
 
  Guang Dong Electric Power Development Co. Ltd., Class B                  15,275,000         9,769          .12            
 
  Harbin Power Equipment Co. Ltd Class H                                   44,999,000         6,744                         
 
  Harbin Power Equipment Co. Ltd Class H                                                                                    
  (American Depositary Receipts)                                                                                            
  (acquired 11/30/94, cost: $3,336,000)(2)                                 99,000             1,484          .10            
 
  Huaneng Power International Inc., Class N                                                                                 
  (American Depositary Receipts) (1)                                       1,393,100          24,902         .30            
 
  Maanshan Iron & Steel Co. Ltd., Class H                                                                                   
  (acquired 10/14/93, cost: $1,279,000)(2)                                 4,332,000          761            .01            
 
  Shanghai Diesel Engine Co. Ltd., Class B (1)                             6,085,200          2,556          .03            
 
  Shanghai Petrochemical Co. Ltd., Class H                                 93,828,600         26,669                        
 
  Shanghai Petrochemical Co. Ltd., Class H                                                                                  
  (American Depositary Receipts)                                           7,000              199            .32            
 
  Tingyi (Cayman Islands) Holding Corp. (1)                                20,729,000         5,691          .07            
 
  Want Want Holdings (acquired 5/16/96; cost: $1,233,000) (1)(2)           729,000            1,961          .02            
 
  Zhenhai Refining & Chemical Co. Ltd., Class H                            25,710,000         7,308          .08            
                                                                                              ----------     ----------     
                                                                                              99,362         1.18           
                                                                                              ----------     ----------     
                                                                                                                            
COLOMBIA - 0.29%                                                                                                            
 
  Banco de Colombia SA                                                     42,333,121         16,070                        
 
  Banco de Colombia SA (Global Depositary Receipts)(1)                     955,000            8,117          .29            
 
  Comunicacion Celular SA, Class B, warrants, expire November              3,000              15             -              
     15, 2003(1)                                                                                                            
                                                                                              ----------     ----------     
                                                                                              24,202         .29            
                                                                                              ----------     ----------     
                                                                                                                            
 
REPUBLIC OF CROATIA - 0.28%                                                                   ----------     ----------     
  Pliva (Global Depositary Receipts)  (1)                                  604,955            24,047         .28            
                                                                                              ----------     ----------     
                                                                                                                            
CZECH REPUBLIC - 0.29%                                                                        ----------     ----------     
  SPT Telecom  (1)                                                         200,400            24,486         .29            
                                                                                              ----------     ----------     
                                                                                                                            
ECUADOR - 0.16%                                                                               ----------     ----------     
  La Cemento Nacional CA (Global Depositary Receipts)                      76,330             13,510         .16            
                                                                                              ----------     ----------     
                                                                                                                            
                                                                                                                            
GHANA - 0.40%                                                                                                               
 
  Ashanti Goldfields Co. Ltd. (Global Depositary Receipts)                 946,500            18,693                        
 
  Ashanti Goldfields Co. Ltd.,                                                                                              
 
   5.50% exchangable note March 15, 2003                                   $15,970,000        14,892         .40            
                                                                                              ----------     ----------     
                                                                                              33,585         .40            
                                                                                              ----------     ----------     
                                                                                                                            
GREECE - 1.09%                                                                                                              
 
  Aluminum of Grece SAIC                                                   276,840            11,800         .14            
 
  Hellenic Bottling Co. SA                                                 1,417,945          47,113         .56            
 
  Hellenic Telecommunicatons Organization (OTE)                            363,000            6,023          .07            
 
  Intracom SA, preferred                                                   20,000             212                           
 
  Intracom SA, ordinary                                                    476,620            8,449          .10            
 
  Katselis  SA, ordinary                                                   45,000             314            -              
 
  Michaniki SA, preferred                                                  252,540            2,100                         
 
  Michaniki SA, ordinary                                                   652,220            7,581          .12            
 
  Titan Cement Co. SA, ordinary                                            171,522            8,481          .10            
                                                                                              ----------     ----------     
                                                                                              92,073         1.09           
                                                                                              ----------     ----------     
                                                                                                                            
 
HONG KONG - 0.90%                                                                                                           
 
  China-Hongkong Photo Products Holdings Ltd.                              11,996,000         6,858          .08            
 
  Consolidated Electric Power Asia Ltd.                                    24,349,400         40,267                        
 
  Consolidated Electric Power Asia Ltd.                                                                                     
    (American Depositary Shares)                                                                                            
    (acquired 11/29/93, cost: $868,000) (2)                                53,600             886            .49            
 
  New World Infrastructure Ltd. (1)                                        11,468,497         24,448         .29            
 
  Siu-Fung Ceramics Holdings Ltd.                                          7,869,409          1,515          .02            
 
  Tian An China Investments Co. Ltd.                                       13,610,700         1,846          .02            
                                                                                              ----------     ----------     
                                                                                              75,820         .90            
                                                                                              ----------     ----------     
                                                                                                                            
 
HUNGARY - 0.43%                                                                                                             
 
  Graboplast Textiles Muborgyarto RT (1)                                   15,200             346            -              
 
  MOL Magyar Olaj Es Gazipari RT                                                                                            
  (Global Depositary Receipts) (1)   (2)                                   1,481,900          16,005         .19            
 
  Richter Gedeon Vegyeszeti                                                397,000            20,239         .24            
                                                                                              ----------     ----------     
                                                                                              36,590         .43            
                                                                                              ----------     ----------     
                                                                                                                            
INDIA - 7.71%                                                                                                               
 
  Asian Paints (India) Ltd                                                 564,600            7,031          .08            
 
  Bajaj Auto Ltd.                                                          525,500            14,848         .18            
 
  Bharat Forge Co. Ltd.                                                    3,250              17             -              
 
  Bombay Dyeing and Manufacturing Co. Ltd.                                                                                  
  (Global Depositary Receipts)                                             90,000             720            .01            
 
  East India Hotels Ltd.                                                   664,777            13,664         .16            
 
  Essar Gujarat Ltd.                                                       3,367,000          2,691          .03            
 
  Flex Industries Ltd.                                                     393,800            1,641                         
 
  Flex Industries Ltd., units (1 unit = 1 share + 1/2 warrant)             157,520            657            .03            
 
  Grasim Industries Ltd.                                                   545,300            8,908                         
 
  Grasim Industries Ltd.                                                                                                    
    (Global Depositary Receipts)                                           1,160,965          21,478         .36            
 
  Hindalco Industries Ltd.                                                 1,072,650          38,437                        
 
  Hindalco Industries Ltd. (Global Depositary Receipts)  (1)               579,520            22,022         .72            
 
  Hindustan Lever Ltd.                                                     514,500            12,066         .14            
 
  Housing Development Finance Corp. Ltd.                                   272,800            22,880         .27            
 
  India Fund, Class B                                                      3,306,718.13       6,214          .07            
 
  India Magnum Fund , Class B, nonvoting shares (1)                        20,000             1,040          .01            
 
  Indian Aluminium Co., Ltd.                                               1,288,600          7,651                         
 
  Indian Aluminium Co., Ltd. (Global Depositary Receipts)                  1,308,771          9,161          .20            
 
  Indian Rayon & Industries, Ltd.                                          830,900            11,694                        
 
  Indian Rayon & Industries, Ltd.                                                                                           
  (Global Depositary Receipts)                                             398,000            5,871          .21            
 
  Indo Gulf Fertilisers and Chemicals Corp. Ltd.                           2,155,200          3,061                         
 
  Indo Gulf Fertilisers and Chemicals Corp. Ltd.                                                                            
    (Global Depositary Receipts) (2)                                       1,770,900          2,745          .07            
 
  I.T.C. Ltd.                                                              1,214,600          10,809         .13            
 
  Madras Cement  Ltd.                                                      22,000             7,725          .09            
 
  Mahanagar Telephone Nigam Ltd.                                           21,971,000         159,153        1.88           
 
  Mahindra & Mahindra Ltd.                                                 2,229,416          22,943                        
 
  Mahindra & Mahindra Ltd.                                                                                                  
    (Global Depositary Receipts)                                           908,333            9,765          .39            
 
  Mastergain Scheme  (1)                                                   4,001,700          1,479          .02            
 
  Max India Ltd.                                                           411,860            3,762                         
 
  Max India, 12.50% nonconvertible debenture Part B, January               INR82,372          588            .05            
    1998  (1)                                                                                                               
 
  Motor Industries Co. Ltd.                                                176,405            38,519         .46            
 
  Nicholas Piramal India Ltd.                                              325,000            2,009          .02            
 
  Nippon Denro Ispat Ltd.,  3.00% convertible Eurobonds April 1,           $1,750,000         884                           
    2001                                                                                                                    
 
  Nippon Denro Ispat Ltd.,  3.00% convertible bond April 1, 2001                                                            
    (acquired 3/1/94, cost: $6,754,000) (2)                                $7,000,000         3,535          .05            
 
  Ranbaxy Laboratories Ltd.                                                1,106,150          19,254                        
 
  Ranbaxy Laboratories Ltd.                                                                                                 
    (Global Depositary Receipts)                                           874,525            17,928         .44            
 
  Raymond Woollen Mills Ltd.                                               505,800            4,891                         
 
  Raymond Woollen Mills Ltd.                                                                                                
    (Global Depositary Receipts)                                           758,600            15,460         .24            
 
  SCICI Ltd.                                                               7,941,900          9,806                         
 
  SCICI Ltd., 3.50% convertible Eurobonds                                                                                   
    April 4, 2004                                                          $3,620,000         3,679          .16            
 
  Sundaram Finance Ltd.                                                    153,000            1,424          .02            
 
  Tata Engineering and Locomotive Co. Ltd.                                 816,000            12,113                        
 
  Tata Engineering and Locomotive Co. Ltd.                                                                                  
    (Global Depositary Receipts) (1)                                       3,415,261          61,475         .87            
 
  United Phosphorous Ltd.                                                  1,227,800          11,251                        
 
  United Phosphorous Ltd.                                                                                                   
    (Global Depositary Receipts)                                           423,564            4,871          .19            
 
  Videocon International Ltd.                                              20,100             42                            
 
  Videocon International Ltd.                                                                                               
    (Global Depositary Receipts)                                           62,200             190            -              
 
  Videsh Sanchar Nigam Ltd.                                                250,000            9,635          .11            
 
  Zee Telefilms Ltd.                                                       934,200            3,907          .05            
                                                                                              ----------     ----------     
                                                                                              651,594        7.71           
                                                                                              ----------     ----------     
                                                                                                                            
INDONESIA - 4.47%                                                                                                           
 
  Asia Pacific Resources International Holdings Ltd.(1)                    1,217,000          9,128          .11            
 
  PT Astra International                                                   13,582,400         19,708         .23            
 
  PT Bakrie & Brothers                                                     272,000            386            -              
 
  PT Bank Internasional Indonesia                                          1,998,000          9,878          .12            
 
  PT Fajar Surya Wiesea                                                    630,000            291            -              
 
  PT Gudang Garam                                                          2,940,000          12,608         .15            
 
  PT Hanjaya Mandala Sampoerna                                             5,695,000          64,883         .77            
 
  PT Indofood Sukses Makmur                                                18,875,250         85,206         1.01           
 
  PT Indo-Rama Synthetics                                                  5,670,000          14,382         .17            
 
  PT International Nickel Indonesia                                        5,069,500          11,333         .13            
 
  PT Japfa Comfeed Indonesia                                               700,000            406            -              
 
  PT Jaya Real Property                                                    2,768,500          8,748          .10            
 
  PT Kabelmetal Indonesia                                                  1,200,000          542            .01            
 
  PT Kalbe Farma                                                           284,500            636            .01            
 
  PT Lippo Bank                                                            11,405,000         19,368                        
 
  PT Lippo Bank, rights, expire July 24, 1996  (1)                         5,702,500          4,536          .28            
 
  PT Mayora Indah                                                          10,380,000         5,801          .07            
 
  PT Modern Photo Film Co.                                                 5,049,900          21,711         .26            
 
  PT Mulia Industrindo                                                     5,445,919          8,078          .10            
 
  PT Pabrik Kertas Tjiwi Kimia                                             1,355,961          1,385          .02            
 
  Perusahaan Perseroan (Persero)PT Indonesian                                                                               
      Satellite Corp. (American Depositary Receipts)                       1,191,500          39,915         .47            
 
  PT Praxair Indonesia (1)                                                 142,700            32             -              
 
  PT Sorini Corp                                                           112,500            619            .01            
 
  PT Supreme Cable Manufacturing Corp.                                     900,500            939            .01            
 
  PT Tambang Timah                                                         8,965,500          16,574                        
 
  PT Tambang Timah, Class B (Global Depositary Receipts) (1)               836,270            15,179         .38            
 
  PT Tigaraksa Satria                                                      2,173,140          5,606          .06            
                                                                                              ----------     ----------     
                                                                                              377,878        4.47           
                                                                                              ----------     ----------     
                                                                                                                            
                                                                                                                            
                                                                                                                            
MALAYSIA  - 4.42%                                                                                                           
 
  Arab Malaysian Finance Bhd.                                              1,805,000          7,890          .09            
 
  Commerce Asset-Holding Bhd.                                              1,023,000          6,236          .07            
 
  Eastern & Oriental Bhd.                                                  4,000,000          9,465          .11            
 
  Genting Bhd.                                                             2,669,100          20,873         .24            
 
  Genting International PLC                                                8,301,000          14,526         .18            
 
  Guinness Anchor Bhd.                                                     3,302,000          6,820          .09            
 
  Hong Leong Credit Bhd.                                                   1,593,000          7,539          .09            
 
  IJM Corp. Bhd. (MR)                                                      8,075,714          13,991         .17            
 
  IOI Corp. Bhd.                                                           9,846,000          13,662         .16            
 
  Leader Universal Holdings Bhd.                                           8,920,000          25,220         .30            
 
  Malaysian Airline System Bhd. (2)                                        2,144,000          6,836          .08            
 
  Malaysian International Shipping Corp. Bhd.                              2,210,000          6,869          .08            
 
  Nestle (Malaysia) Sdn. Bhd.                                              4,765,000          38,410         .46            
 
  New Straits Times Press (Malaysia )Bhd                                   3,769,000          19,650         .23            
 
  O.Y.L. Industries Bhd.                                                   1,165,437          12,152                        
 
  O.Y.L. Industries Bhd., rights, expire August 6, 1996  (1)               116,543            514            .15            
 
  Renong Bhd.                                                              23,453,000         37,435                        
 
  Renong Bhd., 2.50% convertible bond January 15, 2005                                                                      
     (acquired 10/20/94, cost:$2,554,000) (2)                              $2,550,000         2,856                         
 
  Renong Bhd., 2.50% convertible Eurobonds                                                                                  
     January 15, 2005                                                      $2,855,000         3,198                         
 
  Renong Bhd., warrants, expire November 21, 2000  (1)                     2,189,500          992                           
 
  Renong Bhd. Iculs, 4.00% May 21, 2001                                    MYR3503200         1,321          .54            
 
  Resorts World Bhd.                                                       1,267,000          7,266          .09            
 
  Sime Darby Bhd.                                                          16,217,000         44,876         .53            
 
  Sime UEP Properties Bhd.                                                 3,344,000          6,705          .08            
 
  Technology Resources Industries Bhd. (1)                                 9,073,000          31,656         .37            
 
  UMW Holdings Bhd.                                                        7,107,359          25,368                        
 
  UMW Holdings Bhd., warrants, expire January 26, 2000 (1)                 736,159            909            .31            
                                                                                              ----------     ----------     
                                                                                              373,235        4.42           
                                                                                              ----------     ----------     
                                                                                                                            
                                                                                                                            
MAURITIUS  - 0.05%                                                                            ----------     ----------     
  State Bank of Mauritius                                                  10,927,000         4,646          .05            
                                                                                              ----------     ----------     
                                                                                                                            
MEXICO  - 9.78%                                                                                                             
 
  Apasco, SA de CV                                                         7,542,402          41,781         .49            
 
  CEMEX, SA de CV, Class A                                                 3,024,262          10,909                        
 
  CEMEX, SA de CV, Class B                                                 10,245,351         40,471                        
 
  CEMEX, SA de CV, ordinary participation certificates                     9,505,620          34,100                        
 
  CEMEX, SA de CV, Class A, ordinary participation certificates                                                             
   (American Depositary Receipts)  (2)                                     1,183              8                             
 
  CEMEX, SA, Class B (American Depositary Receipts)                        439,792            3,353                         
 
  CEMEX, SA, Class B, 4.25% convertible bond November 1, 1997                                                               
  (acquired 9/28/94, cost: $2,801,000) (2)                                 $3,000,000         2,753          1.08           
 
  Cifra, SA de CV, Class A  (1)                                            8,694,000          12,843                        
 
  Cifra, SA de CV, Class B   (1)                                           13,790,510         19,971                        
 
  Cifra, SA de CV, Class C  (1)                                            18,706,334         26,695         .70            
 
  Corporacion Geo, SA de CV, Class B                                                                                        
   (aquired 8/29/95,cost: $6,596,000)(1)(2)                                1,751,568          7,785          .09            
 
  Gruma, SA de CV, Class B  (1)                                            908,208            4,204          .05            
 
  Grupo Carso, SA de CV, Class A1  (1)                                     5,038,200          35,816         .43            
 
  Grupo Financiero Banamex Accival, SA de CV, Class B  (1)                 31,893,850         66,295                        
 
  Grupo Financiero Banamex Accival, SA de CV, Class L  (1)                 12,414,067         24,560                        
 
  Grupo Financiero Banamex Accival, SA de CV,                                                                               
 
  7.00% convertible bond December 15, 1999                                                                                  
   (acquired 7/12/95, cost:$854,000) (2)                                   $1,040,000         954                           
 
  Grupo Financiero Banamex Accival, SA de CV,                                                                               
 
  7.00% convertible Eurobonds December 15, 1999                            $1,674,000         1,536          1.10           
 
  Grupo Financiero Bancomer, SA de CV, Series L                                                                             
 
  34.9676% convertible subordinated debentures May 16, 2002                MXP5,750,000       792            .01            
 
  Grupo Financiero Banorte, SA de CV, Class B  (1)                         6,997,394          6,682          .08            
 
  Grupo Industrial Maseca, SA de CV, Class B                                                                                
    (American Depositary Receipts)                                         5,700              90             -              
 
  Grupo Televisa, SA, ordinary participation certificates  (1)             481,000            7,461                         
 
  Grupo Televisa, SA, ordinary participation certificates                                                                   
    (American Depositary Receipts)  (1)                                    3,361,499          103,366        1.31           
 
  Kimberly-Clark de Mexico, SA de CV, Class A                              2,719,100          49,670                        
 
  Kimberly-Clark de Mexico, SA de CV, Class B                              70,000             1,274          .60            
 
  Panamerican Beverages, Inc., Class A                                     2,031,400          90,905         1.08           
 
  Sigma Alimentos, SA de CV. Class B                                       566,100            5,040          .06            
 
  Telefonos de Mexico, SA de CV, Class A                                   9,137,500          15,450                        
 
  Telefonos de Mexico, SA de CV, Class L                                   13,706,250         23,211                        
 
  Telefonos de Mexico, SA de CV, Class L                                                                        
    (American Depositary Receipts)                                         4,725,475          158,303        2.34           
 
  Tubos de Acero de MExico, SA (1)                                   1,163,200          11,153                        
 
  Tubos de Acero de MExico, SA                                                                                        
    (American Depositary Receipts) (1)                                     2,024,400          19,106         .36            
                                                                                              ----------     ----------     
                                                                                              826,537        9.78           
                                                                                              ----------     ----------     
                                                                                                                            
MOROCCO  - 0.17%                                                                                                            
 
Banque Commercial du Maroc                                                 35,443.125         2,396          .03            
 
Cimenterie de l'Oriental, Class A (1)                                      92,503             3,289          .04            
 
ONA SA                                                                     56,000             2,569          .03            
 
Societe des Brasserie du Maroc                                             20,500             3,092          .03            
 
Wafabank, Class A                                                          72,000             3,328          .04            
                                                                                              ----------     ----------     
                                                                                              14,674         .17            
                                                                                              ----------     ----------     
                                                                                                                            
PAKISTAN  - 0.91%                                                                                                           
 
  Chakwal Cement Co. Ltd. (Global Depository Receipts)(1)                  891,111            4,010          .05            
 
  Hub Power Co. Ltd.  (Global Depositary Receipts) (1)                     1,871,528          45,852         .54            
 
  Pakistan Telecommunication Corp.                                                                                          
   (Global Depositary Receipts) (1)                                        236,100            27,388         .32            
                                                                                              ----------     ----------     
                                                                                              77,250         .91            
                                                                                              ----------     ----------     
                                                                                                                            
PERU  - 1.20%                                                                                                               
 
  Cementos Lima SA                                                         598,082            8,404          .10            
 
  Cementos Norte Pacasmyo SA, Class C                                      234,952            398            -              
 
  Compania de Minas Buenaventura SA, Class A                               1,002,687          9,037                         
 
  Compania de Minas Buenaventura SA, Class B  (1)                          111,975            1,101                         
 
  Compania de Minas Buenaventura SA, Class B (American                     423,500            8,417          .22            
    Depositary Receipts)  (1)                                                                                               
 
  Credicorp Ltd. (1)                                                       2,772,389          55,101         .65            
 
  Minsur SA-T                                                              803,700            7,194          .08            
 
  Ontario-Quinta (acquired 8/15/94, cost: $12,877,000)  (2)                12,571,524         12,572         .15            
                                                                                              ----------     ----------     
                                                                                              102,224        1.20           
                                                                                              ----------     ----------     
                                                                                                                            
PHILIPPINES  - 6.25%                                                                                                        
 
  Ayala Corp., Class B                                                     22,545,827         42,599                        
 
  Ayala Corp., Class B (Global Depositary Shares) (2)                      514,976            7,725          .60            
 
  Ayala Land, Inc., Class B                                                18,285,960         32,806         .39            
 
  Bacnotan Consolidated Industries, Inc.                                   459,508            2,157                         
 
  Bacnotan Consolidated Industries, Inc., 5.50% convertible                                                                 
 
   bond June 21, 2004 (acquired 6/8/94, cost: $4,480,000) (2)              $4,500,000         4,230          .08            
 
  Benpres Holdings Corp.                                                                                                    
    (Global Depositary Receipts) (1)                                       2,293,210          17,772         .21            
 
  C&P Homes Inc.,  (1)                                                     22,668,100         19,685         .23            
 
  Fortune Cement Corp.                                                     17,579,000         9,226          .11            
 
  Hi Cement Corp (1)                                                       12,580,000         4,754                         
 
  Hi Cement Corp (1)  (2)                                                  3,870,000          1,462          .07            
 
  International Container Terminal Services Inc.  (1)                      5,787,730          3,921                         
 
  International Container Terminal Services Inc., 6.00%                                                                     
    convertible bond, February 19, 2000 (acquired 2/18/93, cost:           $4,000,000         4,800          .10            
    $4,000,000) (1)  (2)                                                                                                    
 
  JG Summit Holdings, Inc., Class B                                        39,516,600         14,782                        
 
  JG Summit Holdings, Inc., Class B                                                                                         
    (Global Depositary Shares)                                             20,000             650                           
 
  JG Summit Holdings, Inc.,                                                                                                 
    3.00% convertible Eurobonds December 23, 2003                          $5,400,000         4,442                         
 
  JG Summit Holdings, Inc.,                                                                                                 
    3.50% convertible bond December 23, 2003                                                                                
    (acquired 12/9/93, cost: $9,870,000) (2)                               $9,870,000         8,118          .33            
 
  Keppel Philippines Holdings,Inc., Class B  (1)                           226,737            67             -              
 
  Manila Electric Co., Class B                                             1,979,590          20,780         .25            
 
  Metropolitan Bank and Trust Co.                                          1,824,490          51,187         .60            
 
  Petron Corp.                                                             7,589,062          3,476                         
 
  Petron Corp. (Global Depositary Receipts)                                215,275            3,875          .09            
 
  Philippine Commercial International Bank, Inc.                           1,066,200          13,329         .16            
 
  Philippine Long Distance Telephone Co., ordinary                         86,250             5,136                         
 
  Philippine Long Distance Telephone Co.                                                                                    
    (American Depositary Receipts)(1)                                      1,531,305          89,007                        
 
  Philippine Long Distance Telephone Co., convertible preferred,                                                            
    Series II (Global Depositary Receipts)                                 484,000            16,214                        
 
  Philippine Long Distance Telephone Co., convertible                                                                       
    preferred, Series III (Global Depositary Shares)                       87,000             4,742          1.36           
 
  Philippine National Bank   (1)                                           919,071            15,348         .18            
 
  Pilipino Telephone Corp.  (1)                                            8,482,100          12,951         .15            
 
  PR Holdings Inc., subscription rights (aquired 7/8/92,                                                                    
 
  cost: $9,835,000)(1)(2)                                                  2,236,600          9,441          .11            
 
  San Miguel Corp., Class B                                                23,048,048         79,619         .94            
 
  Southeast Asia Cement Holdings (1)                                       64,234,700         8,336          .10            
 
  Universal Robina Corp.                                                   29,809,400         15,930         .19            
 
                                                                                              ----------     ----------     
 
                                                                                              528,567        6.25           
 
                                                                                              ----------     ----------     
 
                                                                                                                            
 
POLAND  - 0.39%                                                                                                             
 
  Bank Rozwoju Exportu SA                                                  574,000            15,012         .19            
 
  Bank Rozwoju Eksportu SA                                                 6,089,757          7,627          .09            
 
  Zaklady Piwowarskie  w Zywcu SA                                          119,811            9,268          .11            
                                                                                              ----------     ----------     
                                                                                              31,907         .39            
                                                                                              ----------     ----------     
PORTUGAL  - 0.54%                                                                                                           
                                                                                                                            
 
  Portugal Telecom ,SA                                                     773,000            20,242                        
 
  Portugal Telecom SA (American Depositary Receipts)(1)                    951,500            24,977         .54            
 
  Televisao Independente SA (1)                                            105,500            312            -              
                                                                                              ----------     ----------     
                                                                                              45,531         .54            
                                                                                              ----------     ----------     
                                                                                                                            
RUSSIA AND FORMER REPUBLICS OF THE SOVIET UNION - 3.13%                                                                     
 
  Abacan Resource Corp. (1)                                                C$3,000,000        12,534                        
 
  Abacan Resource Corp. (1)                                                2,803,000          11,694         .29            
 
  Ao Torgovy Dom G (Russian Depoitary Trust Certificate)  (1)              265                4,836          .06            
 
  Chernogorneft (Russian Depositary Trust Certificate)  (1)                105                10,101                        
 
  Chernogorneft (American Depositary Receipts)                             1,130,000          11,018         .25            
 
  Gez Investment Holding Ltd.,Class A                                                                                       
   (aquired 9/11/95,Cost: $230,000)(1)(2)                                  2,870              230                           
 
  Gez Investment Holding Ltd.,Class B                                                                                       
   (aquired 9/11/95,Cost: $12,623,000)(1)(2)                               157,793            12,623         .15            
 
  JKX Oil & Gas PLC  (1)                                                   6,138,140          17,016         .20            
 
  Kamaz  (1)                                                               1,950,000          3,608          .04            
 
  LUKoil Holding (Russian Depositary Trust Certificate)  (1)               60                 3,000                         
 
  LUKoil Holding   (American Depositary Receipts)                          1,895,000          81,011         .99            
 
  Moscow City Telephone Network (MGTS)                                                                                      
   (Russian Depositary Trust Certificate)  (1)                             909                14,203         .17            
 
  Mosenergo Power Generation and Electrification                                                                            
   (Russian Depositary Trust Certificate)  (1)                             1,900              16,910                        
 
  Mosenergo Power Generation and Electrification                                                                            
   (American Depositary Shares)                                            1,247,800          35,562         .62            
 
  New Century Capital Partners,L.P.                                                                                         
   (acquired 12/7/95,cost: $18,198,000)(1)(2)(3)                           18,193,350         18,193         .22            
 
  Russian Telecommunications Development Corp.                                                                              
   (acquired 12/22/93, cost: $3,800,000) (1) (2)                           380,000            3,800                         
 
  Russian Telecommunications Development Corp.,                                                                             
   nonvoting ordinary (acquired 12/22/93, cost:$6,200,000)(1)(2)           620,000            6,200          .12            
 
  Star Mining Corp. NL  (1)                                                19,740,000         2,095          .02            
                                                                                              ----------     ----------     
                                                                                              264,634        3.13           
                                                                                              ----------     ----------     
 
SOUTH AFRICA  - 3.14%                                                                                                       
 
  AECI Ltd.                                                                482,700            2,622          .03            
 
  Bidvest Group Ltd.                                                       1,252,280          7,497          .09            
 
  Gold Fields of South Africa Ltd.                                         200,000            6,056          .07            
 
  International  Pepsi-Cola Bottling Investments                                                                            
     (aquired 12/18/95,cost:$10,000,000)(1)(2)(3)                          100,000            10,000         .12            
 
  Iscor Ltd.                                                               32,527,787         25,490         .30            
 
  Malbak Ltd.                                                              6,329,400          31,457         .37            
 
  Metro Cash & Carry                                                       7,320,800          28,346         .34            
 
  MIH Holdings  (1)                                                        1,277,600          7,265          .08            
 
  Nedcor Ltd.                                                              83,700             1,267                         
 
  Nedcor Ltd.,                                                                                                              
  (Global Depositary Receipts)                                             1,245,931          18,377                        
 
  Nedcor Ltd.,  warrants, expire September 30, 1997 (1)                    306,934            1,074          .25            
 
  Rembrandt Group Ltd.                                                     1,583,000          14,893         .18            
 
  Sage Group Ltd.                                                          1,570,000          7,549          .09            
 
  Sasol Ltd.                                                               8,090,861          87,903         1.04           
 
  South Africa Capital Growth Fund, LP,Class A                                                                              
      (acquired 8/25/95,cost:$1,900,000)(1)(2)(3)                          1,900              1,900                         
 
  South Africa Capital Growth Fund, LP, Class D                                                                             
      (acquired 8/25/95,cost:$13,650,000)(1)(2)(3)                         13,650             13,650         .18            
                                                                                              ----------     ----------     
                                                                                              265,346        3.14           
                                                                                              ----------     ----------     
                                                                                                                            
SOUTH KOREA  - 5.77%                                                                                                        
 
  Cheil Foods & Chemicals, Inc., ordinary                                  1,410              92             -              
 
  Cheil Foods & Chemicals, Inc., 3.00% convertible                                                                          
      Eurobonds December 31, 2006                                          $2,365,000         2,909          .04            
 
  Daegu Bank Ltd.                                                          275,000            4,100          .05            
 
  Daehan Asia Trust (International Depositary Receipts)  (1)               2,820              3,280          .04            
 
  Daehan Korea Trust (International Depositary Receipts)                   500                413            -              
 
  Daewoo Corp.                                                             257,738            2,501          .03            
 
  Daewood Securities Co., Ltd., nonvoting preferred                        421,270            6,181                         
 
  Daewood Securities Co., Ltd.,ordinary  (1)                               1,394,012          33,137         .47            
 
  Haitai Stores Co., Ltd.                                                  16,747             134            -              
 
  Hanil Bank                                                               4,052,280          45,679         .54            
 
  Hyundai Motor Co.                                                        11,400             508                           
 
  Hyundai Motor Co., nonvoting preferred                                                                                    
  (Global Depositary Receipts)                                             1,169,800          14,774         .17            
 
  Korea Asia Fund Ltd.                                                                                                      
  (International Depositary Receipts) (1)                                  300                3,488          .04            
 
  Korea Electric Power Corp.                                               2,670,290          107,865                       
 
  Korea Electric Power Corp.                                                                                                
 
  (American Depositary Receipts)                                           225,000            5,456          1.34           
 
  Korea First Bank  (1)                                                    2,047,350          17,846         .21            
 
  Korea Industrial Leasing Co., Ltd.                                       241,000            4,101          .05            
 
  Korea Long Term Credit Bank                                              349,841            9,512          .11            
 
  Korea Mobile Telecommunications Corp.                                    23,480             28,535                        
 
  Korea Mobile Telecommunications Corp.                                                                                     
         (American Depositary Receipts)  (1)                               135,900            2,327          .37            
 
  Korea Pacific Trust (International Depositary Receipts) (1)              3,000              3,789          .04            
 
  Korea Zinc Co.                                                           215,000            4,931          .06            
 
  Kyongnam Bank                                                            733,607            9,498          .11            
 
  LG Chemical Ltd., preferred                                              330,000            2,604          .03            
 
  LG Electronics Inc.                                                      34,244             752                           
 
  LG Electronics Inc., nonvoting preferred                                 542,500            7,567                         
 
  LG Electronics Inc., nonvoting preferred                                                                                  
 
  (Global Depositary Receipts)                                             731,600            5,487                         
 
  LG Electronics Inc.                                                                                                       
  (Global Depositary Receipts) (1)                                         15,446             152            .17            
 
  LG Securities Co. Ltd.  (1)                                              1,185,948          21,350                        
 
  LG Securities Co. Ltd., preferred  (1)                                   590,460            5,817          .32            
 
  Pacific Chemical Industrial Co. Ltd.                                     165,440            3,121          .04            
 
  Pohang Iron & Steel Co., Ltd.                                            400,650            32,186                        
 
  Pohang Iron & Steel Co., Ltd.                                                                                             
   (American Depositary Receipts)                                          201,000            4,899          .44            
 
  Samsung Electronics Co., Ltd.                                            295,065            24,777                        
 
  Samsung Electronics Co., Ltd., nonvoting preferred                       87,710             3,725                         
 
  Samsung Electronics Co., Ltd., nonvoting preferred, new 3/96             26,433             1,044                         
   (1)                                                                                                                      
 
  Samsung Electronics Co., Ltd., ordinary, new 3/96                        84,736             6,739                         
 
  Samsung Electronics Co., Ltd., nonvoting preferred                                                                        
   (Global Depositary Shares)                                              335,237            8,046                         
 
  Samsung Electronics Co., Ltd., nonvoting preferred, new 3/96                                                              
   (Global Depositary Shares)                                              101,033            1,818                         
 
  Samsung Electronics Co., Ltd., ordinary                                                                                   
   (Global Depositary Shares)                                              70,821             3,630                         
 
  Samsung Electronics Co., Ltd., ordinary, new 3/96                                                                         
   (Global Depositary Shares)                                              18,610             726            .59            
 
  Seoul Asia Index Trust (International Depositary Receipts)               80                 880            .01            
 
  Shinhan Bank                                                             502,780            11,469         .14            
 
  Ssangyong Investments & Securities Co., Ltd.  (1)                        52,140             939                           
 
  Ssangyong Investments & Securities Co., Ltd., nonvoting                  61,090             566            .02            
    preferred  (1)                                                                                                          
 
  SsangYong Oil Refining Co. Ltd.                                          298,000            6,908          .08            
 
  Yukong Ltd.                                                              630,861            18,514                        
 
  Yukong Ltd., nonvoting preferred,                                                                                         
  (Global Depositary Receipts)                                             230,000            1,932                         
 
  Yukong Ltd., ordinary                                                                                                     
  (Global Depositary Receipts)                                             27,558             364                           
 
  Yukong Chf, warrants, expire June 18, 1999  (1)                          10,000             936            .26            
                                                                                              ----------     ----------     
                                                                                              488,004        5.77           
                                                                                              ----------     ----------     
SRI LANKA  - 0.11%                                                                                                          
 
  Asian Hotel Corp.   (1)                                                  12,215,000         1,763          .02            
 
  Development Finance Corp. of Ceylon                                      1,258,310          6,833          .08            
 
  National Development Bank of Sri Lanka                                   96,200             338            .01            
                                                                                              ----------     ----------     
                                                                                              8,934          .11            
                                                                                              ----------     ----------     
TAIWAN  - 2.84%                                                                                                             
                                                                                                                            
  Acer Inc. (1)                                                            8,442,000          12,589                        
 
  Acer Inc.(Global Depositary Receipts)  (1)                               999,600            7,597                         
 
  Acer Inc., 4.00% convertible Eurobonds June 10, 2001                     $2,380,000         6,057          .31            
 
  Advance Semiconductor Engineering, Inc.  (1)                             7,401,600          12,222                        
 
  Advance Semiconductor Engineering,  Inc.                                                                                  
  (Global Depositary Receipts)(1)                                          1,824,100          15,733         .32            
 
  Asia Corporate Partners Fund, Class B                                                                                     
    (acquired 03/12/96; cost:$15,555,000) (1)(2)(3)                        31,110             15,555         .18            
 
  Chia Hsin Cement Corp.                                                                                                    
    (Global Depositary Receipts)   (1)                                     645,700            6,247          .07            
 
  China Steel Corp.                                                        13,700,000         14,350                        
 
  China Steel Corp. (American Depositary Receipts)                                                                          
    (acquired 05/21/92; cost:$6,354,000) (2)                               407,000            10,379                        
 
  China Steel Corp .                                                                                                        
    (Global Depositary Shares)                                             586,000            14,943         .48            
 
  Hocheng Corp. (Global Depositary Receipts)                               112,361            1,390          .02            
 
  R.O.C. Taiwan Fund    (1)                                                26,000             296            -              
 
  Seres Capital (Cayman Islands) (acquired 03/12/96;                       1.66               25                            
    cost:$25,000)  (1) (2)                                                                                                  
 
  Seres Capital (Cayman Islands) nonvoting                                                                                  
    (acquired 03/12/96; cost:$125,000)  (1) (2)                            8.34               125            .01            
 
  Siliconware Precision Industries Co.,Ltd.(1)                             3,364,800          4,907                         
 
  Siliconware Precision Industries Co.,Ltd                                                                                  
  (Global Depositary Receipts)(1)                                          526,996            4,150          .11            
 
  Sin-Yih Ceramics Co. Ltd.  (1)                                           1,500,000          2,433          .03            
 
  Taiwan American Fund, nonvoting preferred (1)                            600,000            6,822          .08            
 
  Taiwan Opportunities Fund Ltd., Series C (1)                             251,492            2,294          .03            
 
  Taiwan Semiconductor Manufacturing Co. Ltd.(1)                           40,610,800         84,929         1.00           
 
  Ton Yi Industrial Corp.(1)                                               6,177,640          9,864          .11            
 
  U-Ming Marine Transport Corp.                                            1,687,750          1,670          .02            
 
  Yangming Marine Transport Corp.                                          3,900,000          5,759          .07            
                                                                                              ----------     ----------     
                                                                                              240,336        2.84           
                                                                                              ----------     ----------     
                                                                                                                            
THAILAND  - 3.67%                                                                                                           
                                                                                                                            
  Alphatec Electronics Public Co. Ltd.                                     791,000            9,412          .11            
 
  Ayudhya Jardine CMG Life Assurance                                       84,547             383            -              
 
  Bangkok Bank Public Co. Ltd.                                             5,877,340          79,658                        
 
  Bangkok Bank Public Co.Ltd., 3.25% convertible bond                                                                       
     March 3, 2004 (acquired 8/4/94, cost: $966,000) (2)                   $1,000,000         1,137                         
 
  Bangkok Bank Public Co. Ltd., 3.25% convertible                                                                           
     Eurobond March 3, 2004                                                $3,630,000         4,127          1.00           
 
  Bangkok Metropolitan Bank Public Co. Ltd.                                768,181            567            .01            
 
  Bank of Ayudhya Co. Ltd.                                                 4,224,240          23,301         .28            
 
  Charoen Pokphand Feedmill Public Co. Ltd.                                1,575,600          9,001          .11            
 
  Dusit Thani Public Corp. Ltd.                                            990,000            1,472          .02            
 
  Electricity Generating Authority of Thailand                             10,375,217         36,177                        
 
  Electricity Generating Authority of Thailand,                                                                             
    local registered (1)                                                   22,530             75             .43            
 
  Industrial Finance Corp. of Thailand                                     4,138,500          18,588         .22            
 
  MBK Properties & Development Co. Ltd.                                    4,000,000          4,689          .06            
 
  Nakhornthai Integrated Steels Co., Ltd.                                  11,213,400         6,185          .07            
 
  Post Publishing Public Co. Ltd.                                          505,000            1,870                         
 
  Post Publishing Public Co.Ltd.,nonrenouncable rights, expire             2,020,000          6,685          .10            
    July 5, 1996(1)                                                                                                         
 
  Serm Suk PLC                                                             210,166            6,459                         
 
  Serm Suk PLC, local registered                                           64,960             1,505          .09            
 
  Siam City Bank Public Co. Ltd.                                           3,363,710          3,611          .04            
 
  Siam Commercial Bank Public Co.Ltd.                                      1,340,200          19,432         .23            
 
  Swedish Motors Corp. Public Co. Ltd.                                     1,608,100          5,702          .07            
 
  Thai Farmers Bank Public Co. Ltd.                                        3,691,600          40,434         .48            
 
  Thai Glass Industries Ltd.                                               1,272,200          6,266          .07            
 
  Thai Military Bank Public Co., Ltd.                                      4,243,684          16,720         .20            
 
  Wattachak Public Co. Ltd.,                                                                                                
    3.50% convertible bond December 6, 2003                                $6,400,000         6,384          .08            
                                                                                              ----------     ----------     
                                                                                              309,840        3.67           
                                                                                              ----------     ----------     
TURKEY  - 1.60%                                                                                                             
 
  Adana Cimento Sanayii TAS, Class A                                       63,984,854         3,892                         
 
  Adana Cimento Sanayii TAS, Class C                                       25,469,510         341            .05            
 
  Ege Biracilik ve Malt Sanayii AS                                         27,959,940         12,757         .15            
 
  Koc Holding AS, ordinary                                                 69,121,018         16,820         .20            
 
  Migros Turk                                                              13,529,350         11,852         .14            
 
  Netas Northern Electric Telekomunikasyon AS                              32,441,400         7,697          .09            
 
  Petrol Ofisi                                                             48,255,100         13,210         .16            
 
  Turkiye Garanti Bankasi AS                                               59,173,278         4,032                         
 
  Turkiye Garanti Bankasi AS (American Depositary Receipts)                                                           
    acquired  10/29/93; cost: $ 253,000) (1)  (2)                          143,136            930            .06            
 
  Turkiye Sise ve Cam Fabrikalari AS                                       322,957,548        25,541         .30            
 
  Yapi ve Kredi Bankasi AS                                                 1,350,954,270      38,216         .45            
                                                                                              ----------     ----------     
                                                                                              135,288        1.60           
                                                                                              ----------     ----------     
                                                                                                                            
UNITED STATES  - 0.03%                                                                        ----------     ----------     
 
  Freeport-McMoRan Copper & Gold Inc., Class A                             90,000             2,689          .03            
                                                                                              ---------      --------       
                                                                                                                            
VENEZUELA  - 0.13%                                                                                                          
 
  Compania de Inmuebles Y Valores Caracas (1)                              93,149,270         -              -              
 
  Fabrica Nacional de Cementos SACA                                        18,529,854         3,755          .04            
 
  Mavesa SA (American Depositary Receipts)                                                                                  
    (acquired 10/7/93, cost:$4,385,000) (2)                                867,661            3,254          .04            
 
  Venezolana de Cementos, SACA I                                           1,773,519          3,388                         
 
  Venezolana de Cementos, SACA II                                          494,286            845            .05            
                                                                                              ----------     ----------     
                                                                                              11,242         .13            
                                                                                              ----------     ----------     
                                                                                                                            
VIETNAM - 0.07%                                                                                                             
 
  Vietnam Frontier Fund                                                                                                     
   (acquired 7/21/94, cost: $3,000,000) (1) (2)                            291,300            3,000          .03            
 
  Vietnam Investment Fund, preferred, units                                                                                 
   (acquired 8/4/94, cost: $3,206,000) (1) (2) (3)                         30                 3,206                         
 
  Vietnam Investment Fund, ordinary, units                                                                                  
   (acquired 8/4/94, cost: less than $1,000) (1) (2) (3)                   6                  -              .04            
                                                                                              ----------     ----------     
                                                                                              6,206          .07            
                                                                                              ----------     ----------     
                                                                                                                            
                                                                                                                            
MULTI NATIONAL  - 1.54%                                                                                                     
 
  Armada Gold Corp., Class A                                               2,600,000          4,002          .05            
 
  Emerging Markets Gold Fund, preferred                                                                                     
    (acquired 1/28/94; cost: $7,876,000) (1)(2)(3)                         79,560             7,876                         
 
  Emerging Markets Gold Fund, ordinary                                                                                      
    (acquired 1/28/94; cost: $7,876,000) (1)(2)(3)                         76,500             799            .11            
 
  Golden Shamrock Mines Ltd.  (1)                                          15,550,000         13,937         .16            
 
  New Asia East Investment Fund, Class A,                                  293,600            2,934                         
    (acquired 5/23/96, cost $2,936,000)(1)(2)(3)                                                                            
 
  New Asia East Investment Fund, Class B, non-voting                       4,006,400          40,046         .51            
    (acquired 5/23/96, cost $40,064,000)(1)(2)(3)                                                                           
 
  New Europe East Investment Fund, Class B                                                                                  
    (acquired 6/4/93, cost $54,500,000)(1)(2)(3)                           436                56,668         .67            
 
  Sutton Resources Ltd., Special Warrants,                                                                                  
    expire July 31, 1996 (1)                                               310,000            3,488          .04            
                                                                                              ---------      -------        
                                                                                              129,750        1.54           
                                                                                                                            
                                                                                                                            
MISCELLANEOUS  - 0.79%                                                                        ----------     ----------     
 
  Equity-type securities in initial period of acquisition(5)                                  66,432         .79            
                                                                                              ----------     ----------     
                                                                                                                            
                                                                                                                            
TOTAL EQUITY-TYPE SECURITIES (cost: $5,560,824,000)                                           ----------     ----------     
                                                                                              7,166,883      84.81          
                                                                                              ----------     ----------     
                                                                                                                            
                                                                                                                            
 
                                                                           PRINCIPAL          MARKET         PERCENT        
                                                                           AMOUNT             VALUE          OF NET         
                                                                           (000)              (000)          ASSETS         
BOND & NOTES                                                               --------------     ----------     ---------      
                                                                                                                            
ARGENTINA  - 0.60%                                                                                                          
 
  Republic of Argentina                                                                                                     
   9.25% February 23, 2001                                                 $6,000             5,775          .07            
 
  Republic of Argentina Bocon PIK                                                                                           
     4.805% April 1, 2001(4)                                               ARP2,000           1,423          .02            
 
  Republic of Argentina Bearer Bond Series L 6.3125%                                                                        
     March 31, 2005(4)                                                     $28,463            22,272         .26            
 
  Republic of Argentina Eurobond Series L                                                                                   
    5.25% March 31, 2023  (4)                                              26,750             14,713         .18            
 
  Telecom Argentina                                                                                                         
    12.00% November 15, 2002                                               5,750              6,167          .07            
                                                                                              ----------     ----------     
                                                                                              50,350         .60            
                                                                                              ----------     ----------     
                                                                                                                            
BRAZIL - 0.86%                                                                                                              
 
  Abril SA 12.00% October 25, 2003                                         250                257            -              
 
  Federal Republic of Brazil Capitalization Bond PIK                                                                        
   8.00% April 15, 2014                                                    23,002             14,232         .17            
 
  Federal Republic of Brazil Debt Conversion Bond Series LI                                                                 
    6.5625% April 15, 2012 (4)                                             43,000             29,401         .34            
 
  Federal Republic of Brazil Bond Series Z                                                                                  
   5.00% April 15, 2024 (4)                                                1,250              689            .01            
 
  Federal Republic of Brazil Bearer Bond Series EI-L                                                                        
   6.50% April 15, 2006 (4)                                                18,000             14,445                        
 
  Federal Republic of Brazil Registered Bond Series EI-L                                                                    
   6.50% April 15, 2006 (4)                                                750                602            .18            
 
  Republic of Minas Gerais Series A                                                                                         
     7.875% February 10, 1999                                              2,500              2,325          .03            
 
  Republic of Minas Gerais Series B                                                                                         
     8.250% February 10, 2000                                              500                455            .01            
 
  Multicanal Particiipacoes S.A. 12.625% June 18, 2004                     10,200             10,557         .12            
                                                                                              ----------     ----------     
                                                                                              72,963         .86            
                                                                                              ----------     ----------     
COLOMBIA  - 0.02%                                                                                                           
 
  Communicacion Celular SA                                                                                                  
    0%/13.125% November 15, 2003 (1)(5)                                    3,000              1,785          .02            
                                                                                              ----------     ----------     
                                                                                                                            
ECUADOR  - 0.05%                                                                                                            
 
Republic of Ecuador Discount Bond                                                                                           
      6.0625%  February 28, 2005(4)                                        4,750              2,684          .03            
 
Republic of Ecuador Bearer Past Due Interest Bonds                                                                          
      6.0625% February 27, 2015(4)                                         2,603              1,171          .02            
                                                                                              ----------     ----------     
                                                                                              3,855          .05            
                                                                                              ----------     ----------     
 
                                                                                                                            
 
 
INDIA - 0.01%                                                                                                               
 
  Flex Industries 13.50% December 31, 2004                                  INR 29,929        854            .01            
                                                                                              ----------     ----------     
                                                                                                                            
                                                                                                                            
 
MEXICO  - 0.49%                                                                                                             
 
  Banco Nacional de Comercio Exterior International Finance                                                                 
     7.250%  February 2, 2004                                              $2,250             1,837          .02            
 
  Mc-Cuernavaca Toll Road Trust                                                                                             
     9.250%  July 25, 2001                                                 2,233              1,535          .02            
 
  Tubos de Acero de Mexico,                                                                                                 
    13.75% December 8, 1999                                                8,500              9,286          .11            
 
  United Mexican States Discount Bond Series A                                                                              
     6.39844% December 31, 2019(4)                                         1,250              984            .01            
 
  United Mexican States Discount Bond Series D                                                                              
     6.45313% December 31, 2019(4)                                         1,000              788            .01            
 
  United Mexican States Government Bond                                                                                     
     10.8047% July 21, 1997(4)                                             10,500             10,946         .13            
 
  United Mexican States Government Bond                                                                                     
     9.75% February 6, 2001(4)                                             16,150             16,089         .19            
                                                                                              ----------     ----------     
                                                                                              41,465         .49            
                                                                                              ----------     ----------     
                                                                                                                            
                                                                                                                            
PANAMA  - 0.78%                                                                                                             
 
  Republic of Panama/Agent-Bank of America NTSA                                                                             
     Loan Participation Agreements                                                                                          
    (Participation-Morgan Guaranty Trust, NA)(4)(6)(7)(8)                  29,346             17,405         .21            
 
  Republic of Panama/Agent-Bank of America NTSA/                                                                            
     Loan Participation Agreements                                                                                          
    (Participation-Citibank, NA)(4)(6)(7)(8)                               56,643             33,466         .40            
 
  Republic of Panama/Agent-Bank of America NTSA/                                                                            
     Loan Participation Agreements                                                                                          
    (Participation-Chase Manhattan Bank NA (4)(6)(7)(8)                    6,993              4,020          .04            
 
  Republic of Panama/Agent-Chase Manhattan Bank NA/                                                                         
    Loan Participation Agreements                                                                                           
    (Participation-Morgan Guaranty Trust, NA)(4)(6)(7)(8)                  6,660              3,947          .04            
 
  Republic of Panama/Agent-First Chicago Ltd./                                                                              
    Loan Participation Agreements                                                                                           
    (Participation-Morgan Guaranty Trust, NA)(4)(6)(7)(8)                  1,482              873            .01            
 
  Republic of Panama/Agent-Generale Bank NV SA /                                                                            
    Loan Participation Agreements                                                                                           
    (Participation-Citibank, NA)(4)(6)(7)(8)                               848                502            .01            
 
  Republic of Panama/Agent-Generale Bank NV SA/                                                                             
    Loan Participation Agreements                                                                                           
    (Participation-Morgan Guaranty Trust, NA)(4)(6)(7)(8)                  3,279              1,960          .02            
 
  Republic of Panama/Agent-Lloyds Bank International Ltd./                                                                  
  Loan Participation Agreements                                                                                             
    (Participation-Chase Manhattan Bank NA)(4)(6)(7)(8)                    875                503            .01            
 
  Republic of Panama  Interest Reduction Bond                                                                               
     3.50% due December, 29, 2049 (4)(6)(7)(8)(9)                          5,000              2,775          .03            
 
  Republic of Panama Past Due Interest Bond                                                                                 
     0.00% due December, 29, 2049 (4)(6)(7)(8)(9)                          1,000              614            .01            
                                                                                              ----------     ----------     
                                                                                              66,065         .78            
                                                                                              ----------     ----------     
 
PERU  - 1.06%                                                                                                               
 
  Republic of Peru /Agent-Bankers Trust Company/                                                                            
     Loan Participation Agreements                                                                                          
     (Participation-Citibank, NA.) (1)(4)(7)(8)                            11,739             5,267          .06            
 
  Republic of Peru /Agent-Chemical Bank/                                                                                    
     Loan Participation Agreements                                                                                          
     (Participation-Citibank, NA)(1)(4)(7)(8)                              3,544              1,610          .02            
 
  Republic of Peru/Agent-Chemical Bank/                                                                                     
     Loan Participation Agreements                                                                                          
     (Participation-Morgan Guaranty Trust, NA) (1)(4)(7)(8)                4,085              1,840          .02            
 
  Republic of Peru/Agent-Citibank, NA/                                                                                      
     Loan Participation Agreements                                                                                          
     (Participation-Salomon Brothers) (1)(4)(7)(8)                         22,129             9,062          .10            
 
  Republic of Peru/Agent-Citibank, NA/                                                                                      
     Loan Participation Agreements                                                                                          
     (Participation-Citibank, NA) (1)(4)(7)(8)                             23,554             10,120         .12            
 
  Republic of Peru/Agent-Citibank, NA/                                                                                      
     Loan Participation Agreements                                                                                          
     (Participation-Morgan Guaranty Trust, NA) (1)(4)(7)(8)                44,026             19,803         .23            
 
  Republic of Peru/Agent-Morgan Guaranty Trust/NA/                                                                          
     Loan Participation Agreements                                                                                          
     (Participation- Chase Manhattan Bank, NA) (1)(4)(7)(8)                491                230            -              
 
  Republic of Peru/Agent-Morgan Guaranty Trust/NA/                                                                          
     Loan Participation Agreements                                                                                          
     (Participation-Morgan Guaranty Trust, NA) (1)(4)(7)(8)                32,233             14,720         .18            
 
  Republic of Peru/Agent-Wells Fargo Bank                                                                                   
     Loan Participation Agreements                                                                                          
     (Participation-Citibank, NA) (1)(4)(7)(8)                             21,476             9,729          .12            
 
  Republic of Peru/Agent-Wells Fargo Bank/                                                                                  
     Loan Participation Agreements                                                                                          
     (Participation-Morgan Guaranty Trust, NA) (1)(4)(7)(8)                38,941             17,549         .21            
                                                                                              ----------     ----------     
                                                                                              89,930         1.06           
                                                                                              ----------     ----------     
                                                                                                                            
 
PHILIPPINES  - 0.16%                                                                                                        
 
  Republic of Philippines Front Loaded Interest Reduction Bond                                                              
   Series B 5.00% due June 1, 2008                                         12,250             11,025         .13            
 
  Subic Power Corp. 9.50% December 28, 2008                                2,586              2,570          .03            
                                                                                              ----------     ----------     
                                                                                              13,595         .16            
                                                                                              ----------     ----------     
 
                                                                                                                            
 
POLAND  - 0.15%                                                                                                             
 
   Republic of Poland Past Due Interest Bond (PDI)                                            ----------     ----------     
      3.75% due October 27, 2014(4)                                        16,250             12,492         .15            
                                                                                              ----------     ----------     
 
                                                                                                                            
 
                                                                                                                            
 
                                                                                                                            
 
RUSSIA AND FORMER REPUBLICS OF THE SOVIET UNION - 0.63%                                       ----------     ----------     
 
  VNESH Loan Participation Agreements                                                                                       
    8.0% December 15, 2020(4)                                              109,250            52,987         .63            
                                                                                              ----------     ----------     
 
                                                                                                                            
 
                                                                                                                            
 
SOUTH AFRICA  - 0.35%                                                                                                       
 
  Republic of South Africa  13.00%  August 31, 2010                        ZAR110,500         22,562         .27            
 
  Republic of South Africa  11.5%  May 30, 2000                            ZAR31,000          6,604          .08            
                                                                                              ----------     ----------     
                                                                                              29,166         .35            
                                                                                              ----------     ----------     
 
                                                                                                                            
 
VENEZUELA  - 0.37%                                                                            ----------     ----------     
 
  Republic of Venezuela Debt Conversion Bond (DCB)                                                                          
    6.625% due December 18, 2007(4)                                        $44,750            31,605         .37            
                                                                                              ----------     ----------     
 
MULTI-NATIONAL  - 0.30%                                                                                                     
 
  Global Telesystems Group Loan with Warrants                                                                               
   10.0%  February 1, 2001                                                 26,673             25,725         .30            
                                                                                              ----------     ----------     
 
TOTAL BONDS AND NOTES (cost: $389,103,000)                                                    492,837        5.83           
                                                                                              ----------     ----------     
 
                                                                                                                            
 
SHORT-TERM SECURITIES                                                                                                       
                                                                                                                            
CORPORATE SHORT-TERM NOTES  - 5.73%                                                                                         
                                                                                                                            
 
  Canadian Imperial Holdings, Inc.5.32% due 8/2-8/6/96                     33,400             33,233         .39            
 
  Dailmer-Benz North America Corp. 5.36%-5.40% due 8/9-9/9/96              25,000             24,781         .29            
 
  Ford Credit Europe PLC 5.30% due 7/9/96                                  33,200             33,156         .39            
 
  France Telecom 5.35% due 8/20/96                                         6,000              5,954          .07            
 
  International Lease Finance Corp. 5.30% due 9/4/96                       50,000             49,501         .59            
 
  Mobile Australia Finance Co., Inc. 5.36%-5.38% due 7/19-                 37,411             37,144         .44            
    8/23/96                                                                                                                 
 
  National Australia Funding (Delaware) Inc., 5.25%-5.35% due              64,800             64,569         .77            
    7/2-8/14/96                                                                                                             
 
  Sandoz Corp. 5.28%-5.39% due 7/12-8/15/96                                30,900             30,771         .36            
 
  Siemens Corp. 5.27%-5.37% due 7/8-8/23/96                                18,000             17,876         .21            
 
  SmithKline Beecham PLC 5.27%-5.37% due 7/11-8/22/96                      94,122             93,585         1.11           
 
  Toronto Dominion Holdings Inc., Euronote 5.29% due 7/15/96               50,000             49,890         .59            
 
  Toyota Motor Credit Corp. 5.28%-5.31% due 7/1-8/5/96                     30,200             30,046         .36            
 
  Xerox Corp. 5.36% due 8/21/96                                            14,000             13,890         .16            
                                                                                              ----------     ----------     
                                                                                              484,396        5.73           
                                                                                              ----------     ----------     
                                                                                                                            
Federal Agency Discount Notes  - 0.47%                                                                                      
 
  Federal National Mortgage Note 8/12-8/13/96                              40,100             39,844         .47            
                                                                                              ----------     ----------     
                                                                                                                            
 
Certificates of Deposit  - 0.56%                                                                                            
 
  Barclays Bank YNK 5.34% due 8/26/96                                      47,600             47,591         .56            
                                                                                              ----------     ----------     
                                                                                                                            
 
Non-U.S. Government Short-Term Obligations - 2.09%                                                                          
 
 Credit Suisse First Boston, Structured Note linked to ruble-                                                               
 
   denominated, Russian government security interest rates due             993                149,170        1.77           
    8/28-1/8/97                                                                                                             
 
  Mesbla SA, Series 2, 13.25% convertible bond 11/1/96                     R$35,460           166            -              
 
  Polish Government Treasury Bills due 4/18-7/31/96                        PLZ  81,950        26,774         .32            
 
  Tubos de Acero de Mexico, SA, 7.50% convertible                                                                     
    Eurobonds June 12, 1997                                                $250               247            -              
                                                                                              ----------     ----------     
                                                                                              176,357        2.09           
                                                                                                                            
Non-U.S. Currency  - 0.83%                                                                                                  
 
  Chilean Peso                                                             CHP6,096,113       14,869         .18            
 
  New Taiwanese Dollar                                                     NT$ 1,512,095      54,995         .65            
 
  Venezuela Bolivar                                                        VEB 2,660          6              -              
                                                                                              ----------     ----------     
                                                                                              69,870         .83            
                                                                                              ----------     ----------     
 
                                                                                                                            
 
TOTAL SHORT-TERM SECURITIES (cost:$804,943,000)                                               818,058        9.68           
                                                                                              ----------     ----------     
 
TOTAL INVESTMENT SECURITIES (cost: $6,754,870,000)                                            8,477,778      100.32         
 
Excess of liabilities over cash and receivables                                               27,118         .32            
                                                                                              ----------     ----------     
NET ASSETS                                                                                    $8,450,660     100.00         
                                                                                              ==========     ==========     
                                                                                                                            
 
  1. Non- income-producing securities.                                                                                      
 
  2. Purchased in a private placement transaction: resale to the public may require registration, and no right to demand
registration under U.S. law exists. As of June 30, 1996, the total  market value and cost of such securities was $465,623,000 and
$469,869,000 respectively, and the market value                                                     
represented 5.51% of net assets.  Such securities, excluding convertible bonds and American Depositary Receipts, are valued at fair
value.                                                    
   3. Includes an unfunded capital commitment representing a binding commitment made by the fund which may be paid in the future.   
                                                
   4. Coupon rate may change periodically.                                                                                  
 
   5. Respresents a zero coupon bond which will convert to a coupon-bearing security at a later date.                               
                    
   6. Subsequent to June 30, 1996, the fund's entire Panama Participation Agreement position was exchanged into Panama Interest
Reduction Bonds 3.5% due July 17, 2014.  At the time of exchange, past due interest was given in the form of cash and Panama Past
Due Interest Bonds 6.75% due July 17, 2016.  Total gain recognized on the exchange was $34,388,000.                                 
                  
   7. Participation interests were acquired through the financial instituition indicated parenthetically.                           
                        
   8. Security is currently in default.                                                                                     
 
   9. Represents a when-issued security.                                                                                    
 
                                                                                                                            
Non-U.S. Currency Symbols:                                                                                                  
  ARP - Argentine Peso                                                                                                      
  C$ - Canadian Dollar                                                                                                      
  CHP - Chilean Peso                                                                                                        
  INR - Indian Rupee                                                                                                        
  MYR - Malaysian Ringitt                                                                                                   
  NT$ - New Taiwanese Dollar                                                                                                
  PLZ - Polish Zloty                                                                                                        
  R$ - Brazilian Real                                                                                                       
  VEB - Venezuelan Bolivar                                                                                                  
  ZAR - South African Rand                                                                                                  
 
 
</TABLE>
 
See Notes to Financial Statements
 
EMERGING MARKETS GROWTH FUND
 
<TABLE>
<CAPTION>
<S>                                             <C>                                           
Equity-Type Securities Added to the             Equity-Type Securities Eliminated from        
Portfolio Since December 31, 1995               the Portfolio Since December 31, 1995         
- --------------------------------------------    ---------------------------------------------   
 
AO Torgovy                                      Arcelik                                       
Armada Gold                                     Astra-Compania Argentina de Petroleo          
Asia Corporate Partners Fund                    Atlantic Tele-Network                         
Bajaj Auto                                      Banco de Bogota                               
Banco Bansud                                    Banco Osorno y La Union                       
Bank Inicjatyw Gospodarczych                    Banmedica                                     
Banco Itau                                      Buenos Aires Embotelladora                    
Bank Rozwoju Eksportu                           CBV Industria Mecanica                        
Bidvest Group                                   Central Costanera                             
Cementos Lima                                   Central Puerto                                
Cementos Norte Pacasmayo                        Companhia Siderurgica Nacional                
China-Hongkong Photo Products                   Eczacibasi Ilac Sanayi ve Ticaret             
Compania Minas Buenaventura                     EID Parry                                     
Commerce Asset-Holding                          Embotelladores del Valle de Anahuac           
Communicacion Celular                           Hansol Paper                                  
Daegu Bank                                      Kepphil Shipyard                              
Disco                                           Nan Ya Plastics                               
Eastern & Oriental                              NW China Investment                           
Fortune Cement                                  Polifin                                       
Gold Fields of South Africa                     PT Eka Gunatama Mandiri                       
Golden Shamrock Mines                           PT Indah Kiat Pulp & Paper                    
Grupo Financiero Bancomer                       PT Semen Gresik                               
Guinness Anchor                                 SCF Finance and Securities                    
Hellenic Telecommunications Organization (OTE)   Seoul Horizon Trust                           
HI Cement                                       Siam City Credit Finance and Securities       
Housing Development Finance                     Taihan Electric Wire                          
IOI                                             Venezolana de Prerreducidos Caroni            
Kamaz                                           Yizheng Chemical Fibre                        
Korea Industrial Leasing                                                                      
Korea Zinc                                                                                    
Lojas Arapua                                                                                  
Malaysian Airline System                                                                      
Metro Cash and Carry                                                                          
MIH Holdings                                                                                  
Minsur                                                                                        
Morgan Stanley Perqs (Telebras)                                                               
Moscow City Telephone Network                                                                 
Mosenergo-Power Generation and                                                                
     Electrification Amalgamation                                                             
New Asia East Investment Fund                                                                 
New Straits Times Press                                                                       
Osa                                                                                           
Petrol Ofisi                                                                                  
Petzetakis                                                                                    
Pliva                                                                                         
Quilmes Industrial                                                                            
Rhodia-Ster                                                                                   
Richter Gedeon Vegyeszeti                                                                     
Sage Group                                                                                    
Seres Capital                                                                                 
Siderca                                                                                       
Souza Cruz                                                                                    
Sutton Resources                                                                              
Swedish Motors                                                                                
Telecomunicacoes de Minas Gerais                                                              
Thai Glass                                                                                    
Tingyi (Cayman Islands) Holding                                                               
Videsh Sanchar Nigam                                                                          
Want Want Holdings                                                                            
White Martins                                                                                 
Yang Ming Marine Transport                                                                    
 
</TABLE>
 
******
 
Emerging Markets Growth Fund
Financial Statements
 
<TABLE>
<CAPTION>
<S>                                                  <C>                    <C>                     
Statement of Assets and Liabilities                  (dollars in thousands)                           
at June 30, 1996                                                                                    
                                                                                                    
Assets:                                                                                             
 Investment securities at market                                            $8,477,778              
  (cost: $6,754,870) ...............                                                                
 Cash ...............................                                       10,376                  
 Receivables for--                                                                                  
  Sales of investments .............                 $11,437                                        
  Sales of fund's shares                             65,330                                         
  Open forward currency contracts                    294                                            
  Dividends and accrued interest ...                 38,097                 115,158                 
                                                     --------------         ----------------        
                                                                            8,603,312               
                                                                            ----------------        
Liabilities:                                                                                        
 Non-U.S. taxes payable                                                     9,466                   
 Payables for--                                                                                     
  Purchases of investments .........                 26,762                                         
  Unfunded capital commitments                       105,756                                        
  Management services ..............                 4,347                                          
  Accrued expenses .................                 6,321                  143,186                 
                                                     -------------------    ----------------        
                                                                            152,652                 
                                                                            ----------------        
Net Assets at June 30, 1996 --                                                                      
  Equivalent to $57.57 per share on                                                   
  146,779,844 shares of $0.01 par value                   
  capital stock outstanding (authorized                                                             
  capital stock -- 200,000,000                                                                      
  shares)............................                                       $8,450,660
                                                                            ================                   
                                                                                                    
 
Statement of Operations                              (dollars in thousands)                           
for the Year Ended June 30, 1996                                                                    
                                                                                                    
Investment Income:                                                                                  
 Income:                                                                                            
  Dividends ........................                 $151,080                                       
  Interest .........................                 72,008                 $223,088                
                                                     --------------                                 
 Expenses:                                                                                          
  Management services fee ..........                 44,162                                         
  Custodian fee ....................                 8,840                                          
  Registration statement and prospectus              791                                            
  Taxes other than federal                                                                          
   income tax .....................                  358                                            
  Auditing and legal fees ..........                 210                                            
  Reports to shareholders ..........                 11                                             
  Postage, stationery and supplies                   1                                              
  Other expenses ...................                 671                    55,044                  
                                                     -------------          ---------------         
 Income before non-U.S. taxes........                                       168,044                 
 Non-U.S. taxes......................                                       (678)                   
                                                                            ----------------        
 Net investment income ..............                                       167,366                 
                                                                            ----------------        
Realized Gain and Unrealized                                                                        
 Appreciation on Investments:                                                                       
 Realized gain before non-U.S. taxes.....            54,881                                         
 Non-U.S. taxes......................                394                                            
                                                     --------------                                 
  Net realized gain ..................                                      55,275                  
 Net increase in unrealized appreciation                                                            
  on investments.....................                                                               
                                                     785,857                                        
 Net unrealized appreciation on open forward                                                        
  currency contracts........................                                                        
                                                     294                                            
                                                     --------------                                 
  Net unrealized appreciation ......                 786,151                                        
  Non-U.S. taxes..                                   (4,724)                781,427                 
                                                     --------------         ----------------        
 Net realized gain and unrealized                                           836,702                 
  appreciation on investments .............                                 ----------------        
Net Increase in Net Assets Resulting                                        $1,004,068              
 from Operations ....................                                       ================        
                                                                                                    
 
STATEMENT OF CHANGES IN NET ASSETS                                                                  
- ----------------------------------                  (dollars in thousands)                           
                                                                                                    
                                                     Year Ended             Year Ended             
                                                     June 30,1996           June 30, 1995 
                                                     -----------------      ----------------        
Operations:                                                                                         
 Net investment income ..............                $167,366               $85,015                 
 Net realized gain on investments ...                55,275                 305,354                 
 Net unrealized appreciation (depreciation)          781,427                (486,957)               
  on investments ...................                 ----------------       ----------------        
  Net increase (decrease) in net assets              1,004,068              (96,588)                
   resulting from operations ......                  ----------------       ----------------        
Dividends and Distributions Paid                                                                    
 to Shareholders:                                                                                   
 Dividends from net                                                                         
  investment income ................                 (169,255)              (61,624)                                              
 Distributions from net realized                     ----------------       ----------------               
  gain on investments ..............                 (140,664)              (456,090)               
                                                     ----------------       ----------------                                        
                                                  
 
  Total dividends and                                (309,919)              (517,714)               
   distributions ..................                  ----------------       ----------------        
Capital Share Transactions:                                                                         
 Proceeds from shares sold:                                   
  34,530,418 and 26,840,022 shares,                                                                 
  respectively ......................                1,882,259              1,502,619                                               
                                      
 Proceeds from shares issued in                                      
  reinvestment of net investment                              
  income dividends and distributions of net                                                         
  realized gain on investments:                                                                     
  5,829,211 and 8,593,036 shares,                                                                   
  respectively ......................                302,442                513,177
                                                     ----------------       ---------------                                         
        
  Net increase in net assets                                      
   resulting from capital share                              
   transactions ...................                  2,184,701              2,015,796
                                                     ----------------       ----------------                                        
      
Total Increase in Net Assets                         2,878,850              1,401,494               
                                                                                                    
Net Assets:                                                                                         
 Beginning of year..................                 5,571,810              4,170,316               
                                                     ----------------       ----------------        
 End of year (including excess distributions         $8,450,660             $5,571,810              
  over net investment income: $3,949                 ================       ===============         
  and $2,410, respectively............                                                              
 
 
EMERGING MARKETS GROWTH FUND
 
NOTES TO FINANCIAL STATEMENTS  
 
1.  Emerging Markets Growth Fund, Inc. (the "fund") is registered under the
Investment Company Act of 1940 as a closed-end, diversified management
investment company. The fund's investment objective is to seek long-term
capital growth through investment in developing country equity securities. The
preparation of financial statements in accordance with generally accepted
accounting principles requires management to make estimates and assumptions
that affect the reported amounts and disclosures. Actual results could differ
from those estimates. The following paragraphs summarize the significant
accounting policies consistently followed by the fund in the preparation of its
financial statements:
 
Equity-type securities traded on a national securities exchange (or reported on
the NASDAQ national market) and securities traded in the over-the-counter
market are stated at the last reported sales price on the day of valuation;
other securities, and securities for which no sale was reported on that date,
are stated at the last quoted bid price. In cases where securities are traded
on more than one exchange, the securities are valued on the exchange designated
by or under the authority of the Board of Directors as the primary market.
Bonds and notes are valued at prices obtained from a bond-pricing service
provided by a major dealer in bonds, when such prices are available; however,
in circumstances where the investment adviser deems it appropriate to do so,
such securities will be valued at the mean of their representative quoted bid
and asked prices or, if such prices are not available, at prices for securities
of comparable maturity, quality, and type. Short-term securities with original
or remaining maturities in excess of 60 days, including forward currency
contracts, are valued at the mean of their quoted bid and asked prices.
Short-term securities with 60 days or less to maturity are amortized to
maturity based on their cost to the fund if acquired within 60 days of maturity
or, if already held by the fund on the 60th day, based on the value determined
on the 61st day. Securities for which market quotations are not readily
available (including restricted securities which are subject to limitations as
to their sale), or which are not deemed to represent market value, are valued
at fair value as determined in good faith by the Valuation Committee of the
Board of Directors.
 
As is customary in the mutual fund industry, securities transactions are
accounted for on the date the securities are purchased or sold. Realized gains
and losses from securities transactions are reported on an identified cost
basis. Dividend and interest income is reported on the accrual basis. Discounts
on securities purchased are amortized over the life of the respective
securities. The fund does not amortize premiums on securities purchased.
Dividends and distributions paid to shareholders are recorded on the
ex-dividend date. 
 
Investment securities, cash balances, and other assets and liabilities,
including forward currency contracts, denominated in non-U.S. currencies are
recorded in the financial statements after translation into U.S. dollars
utilizing rates of exchange on the last business day of the year. Purchases and
sales of investment securities, dividend and interest income, and certain
expenses are calculated at the rates of exchange prevailing on the respective
dates of such transactions. Gains and losses that arise from changes in
exchange rates are not segregated from gains and losses that arise from changes
in market prices of investments.
 
Unfunded capital commitments represent agreements which obligate the fund to
meet capital calls in the future. Payment would be made when a capital call is
requested. Capital calls can only be made if and when certain requirements have
been fulfilled; thus, the timing of such capital calls cannot be readily
determined. Unfunded capital commitments are recorded at the amount that would
be paid when and if capital calls are made.
 
Pursuant to the custodian agreement, the fund receives credits against its
custodian fee for imputed interest on certain balances with the custodian bank.
The custodian fee of $8,840,000 includes $691,000 that was paid by these
credits rather than in cash.
 
2.  Investing in securities of issuers in a variety of developing countries
involves certain special investment risks, which may include investment and
repatriation restrictions, currency volatility, government involvement in the
private sector, limited investor information, shallow securities markets,
certain local tax law considerations, and limited regulation of the securities
markets.
 
Dividend income, and interest income, net realized gain and net unrealized
gain, of the fund derived in Chile are subject to certain non-U.S. taxes at
rates of 20% and 35%, respectively. Net realized gain and net unrealized gain
of the fund derived in India are subject to certain non-U.S. taxes at a rate of
10%.  The fund provides for such non-U.S. taxes on investment income, net
realized gain, and net unrealized gain.
 
3.  It is the fund's policy to continue to comply with the requirements of the
Internal Revenue Code applicable to regulated investment companies and to
distribute all of its net taxable income, including any net realized gain on
investments, to its shareholders. Therefore, no federal income tax provision is
required.
 
As of June 30, 1996, net unrealized appreciation on investments, excluding
forward currency contracts, for federal income tax purposes aggregated 
$1,705,604,000, net of accumulated deferred taxes totaling $8,891,000 on net
unrealized appreciation of Chilean and Indian securities, of which
$2,207,459,000 related to appreciated securities and $501,855,000 related to
depreciated securities. There was no difference between book and tax realized
gains on securities transactions for the year ended June 30, 1996.  The cost of
portfolio securities, excluding forward currency contracts, for federal income
tax purposes was $6,763,283,000 at June 30, 1996.
 
4.  The fee of $44,162,000 for management services was paid pursuant to an
agreement with Capital International, Inc. (CII),  with which certain officers
and Directors of the fund are affiliated. The Investment Advisory and Service
Agreement provides for monthly fees, accrued weekly, based on an annual rate of
0.90% on the first $400 million of the fund's net assets; 0.80% of such assets
in excess of $400 million but not exceeding $1 billion; 0.70% of such assets in
excess of $1 billion but not exceeding $2 billion; 0.65% of such assets in
excess of $2 billion but not exceeding $4 billion; 0.625% of such assets in
excess of $4 billion but not exceeding $6 billion; 0.60% of such assets in
excess of $6 billion but not exceeding $8 billion; 0.58% of such assets in
excess of $8 billion but not exceeding $11 billion; and 0.56% of such assets in
excess of $11 billion.  CII is owned by Capital Group International, Inc.,
which is a wholly owned subsidiary of The Capital Group Companies, Inc.
 
5.  As of June 30, 1996, accumulated undistributed net realized gain on
investments was $24,303,000 and additional paid-in capital was $6,797,078,000.
The fund made purchases and sales of investment securities, excluding
short-term securities, of $3,307,632,000 and $1,059,997,000, respectively,
during the year ended June 30, 1996.  
 
Dividend and interest income is recorded net of non-U.S. taxes paid. For the
year ended June 30, 1996, such non-U.S. taxes were $24,362,000. Net realized
currency losses on dividends, interest, withholding taxes reclaimable, and
purchases and sales of non-U.S. equity-type securities and bonds were
$4,144,000 for the year ended June 30, 1996.
 
On June 21, 1996, the fund acquired all the net assets of New World Investment
Fund ("NWIF") pursuant to a plan of reorganization approved by NWIF's
shareholders on June 20, 1996. The acquisition was accomplished by a tax-free
exchange of 4,891,619 shares of the fund for 12,205,648 shares of NWIF
outstanding on June 21, 1996 and is included in the "Proceeds From Shares Sold"
in the Statement of Changes in Net Assets. NWIF's net assets at that date of
$278,920,000, which included $77,615,000 of net unrealized appreciation, were
combined with those of the fund.
 
The fund reclassified $350,000 from additional paid-in capital to undistributed
net investment income and $223,000 from undistributed net realized gains and
$348,000 from undistributed net currency gains, respectively, to additional
paid-in capital for the year ended June 30, 1996.
 
The fund may enter into forward currency contracts, which represent an
agreement to exchange currencies of different countries at a specified future
date at a specified rate. The fund purchased forward currency contracts to
hedge the foreign exchange exposure in the Polish Government Treasury Bills
held by the fund. The Polish Government has pegged the Zloty to a basket of
currencies, and the forward currency contracts protect the fund against
movements in these currencies against the U.S. dollar. The fund's use of
forward currency contracts involves market risk in excess of the amount
recognized in the statement of assets and liabilities.  The contracts are
recorded in the statement of assets and liabilities at their net unrealized
value. The face or contract amount in U.S. dollars reflects the total exposure
the fund has in that particular contract. Losses may arise upon entering these
contracts from the potential inability of counterparties to meet the terms of
their contracts and from the possible movements in non-U.S. exchange rates and
securities values underlying these instruments. At June 30, 1996, the fund had
outstanding forward currency contracts to sell non-U.S. currencies as follows:
 
NON-U.S. CURRENCY
 SALE CONTRACTS
 

</TABLE>
<TABLE>
<CAPTION>
<S>                            <C>                <C>                <C>                <C>                     
                                       Contract Amount                   U.S. Valuation at 6/30/96                           
                               ---------------------------------     --------------------------------                           
                                  Non-U.S.              U.S.             Amount           Unrealized            
                               --------------     --------------     --------------      Appreciation           
                                                                                        (Depreciation)          
                                                                                        --------------          
 
French Francs                   FF6,195,000       $  1,226,000       $  1,207,000       $  19,000               
 expiring 7/19-8/20/96                                                                                          
 
German Deutschemarks           DM12,788,000          8,689,000          8,430,000         259,000               
 expiring 7/19-8/20/96                                                                                          
 
Pound Sterling                   L1,229,000          1,863,000          1,909,000         (46,000)              
 expiring 7/19-8/20/96                                                                                          
 
Swiss Francs                   SFR1,543,000          1,299,000          1,237,000          62,000               
 expiring 7/19-8/20/96                                                                  -------------           
 
                                                                                        $ 294,000               
                                                                                        =============           
 
</TABLE>
 
                                                                   
PER-SHARE DATA AND RATIOS
 
<TABLE>
<CAPTION>
<S>                                             <C>            <C>             <C>             <C>            <C>            
                                                                         Year ended June 30                                    
                                                ---------------------------------------------------------------------
                                                1996           1995            1994            1993           1992           
                                                --------       --------        --------        -------        -------        
 
Net Asset Value, Beginning of Year              $52.36         $58.75          $44.95          $38.64         $32.73         
                                                --------       --------        --------        -------        -------        
 Income from Investment                                                                                                      
  Operations:                                                                                                                
  Net investment income ......                  1.30           .87             .53             .62            .55            
  Net realized and unrealized                                                                                                
   gains (losses) on investments                                                                                             
   before non-U.S. taxes .....                  6.49           (.79)           15.29           7.33           8.87           
  Non-U.S. taxes ................               (.01)          (.03)           (.39)           .06            (.28 )         
                                                --------       --------        --------        -------        -------        
   Total income from                            7.78             .05             15.43           8              9            
    investment operations.........              --------       --------        --------        .01            .14            
                                                                                               -------        -------        
 Less Distributions:                                                                                                         
  Dividends from net                            (1.30)         (.63)           (.49)           (.56)          (.56)          
   investment income .............                                                                                           
  Distributions from net                        (1.27)         (5.81)          (1.14)          (1.14)         (2.67)         
   realized gain                                --------       --------        --------        -------        -------        
   Total distributions .......                  (2.57)         (6.44)          (1.63)          (1.70)         (3.23)         
                                                --------       --------        --------        -------        -------        
Net Asset Value, End of Year                    $57.57         $52.36          $58.75          $44.95         $38.64         
                                                =======        =======         =======         =======        ========       
Total Return  ....................              15.49%         (1.22)%         34.33%          21.55%         29.73%         
                                                                                                                             
Ratios/Supplemental Data:                                                                                                    
 
 Net assets, end of year                        $8,451         $5,572          $4,170          $2,574         $1,561         
  (in millions)                                                                                                              
 Ratio of expenses to average                   .84%           .91%            1.00%           1.01%          1.11%          
  net assets                                                                                                                 
 Ratio of expenses and non-U.S.                                                                                              
  taxes to average net assets ......            .85%           .94%            1.04%           1.07%          1.18%          
 Ratio of net income to average                 2.54%          1.70%           .91%            1.82%          1.84%          
  net assets ..........                                                                                                      
 Portfolio turnover rate ...........            17.78%         23.75%          18.13%          11.97%         16.03%         
 
</TABLE>
 
****
REPORT OF INDEPENDENT ACCOUNTANTS
 
To the Board of Directors and Shareholders of Emerging Markets Growth Fund
 
In our opinion, the accompanying statement of assets and liabilities, including
the investment portfolio, and the related statements of operations and of
changes in net assets and the per-share data and ratios present fairly, in all
material respects, the financial position of Emerging Markets Growth Fund (the
"Fund") at June 30, 1996, the results of its operations, the changes in its net
assets, and the per-share data and ratios for the periods indicated, in
conformity with generally accepted accounting principles.  These financial
statements and per-share data and ratios (hereafter referred to as "financial
statements") are the responsibility of the Fund's management; our
responsibility is to express an opinion on these financial statements based on
our audits.  We conducted our audits of these financial statements in
accordance with generally accepted auditing standards which require that we
plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement.  An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements, assessing the accounting principles used and
significant estimates made by management, and evaluating the overall financial
statement presentation.  We believe that our audits, which included
confirmation of securities at June 30, 1996 by correspondence with the
custodian and brokers and application of alternative auditing procedures where
confirmations from brokers were not received, provide a reasonable basis for
the opinion expressed above.
 
/s/PRICE WATERHOUSE
Los Angeles, California  
August 12, 1996
 
TAX INFORMATION (UNAUDITED)
 
The fund makes an election under the Internal Revenue Code Section 853 to pass
through foreign taxes paid by the fund to its shareholders.  The total amount
of foreign taxes passed through to shareholders for the year ended June 30,
1996 totals $0.19729 per share.
 
None of the distributions paid by the fund from investment income earned in the
year ended June 30, 1996 qualifies for the corporate dividends-received
deduction.  None of the dividends paid to shareholders was derived from
interest on direct U.S. Treasury obligations.
 
This information is given to meet certain requirements of the Internal Revenue
Code and should not be used by shareholders for preparing their income tax
returns.  for tax return preparation purposes, please refer to the annual
information on the taxability of distributions supplied by the fund.
 
BOARD OF DIRECTORS
 
Khalil Foulathi, Abu Dhabi, United Arab Emirates
Executive Director, Evaluation and Followup
Department, Abu Dhabi Investment Authority
 
Robert B. Egelston, Los Angeles, California
Vice Chairman of the Board of the fund
Former Chairman of the Board, 
The Capital Group Companies, Inc.
 
Nancy Englander, Los Angeles, California
President of the fund
Senior Vice President, Capital International, Inc.
 
David I. Fisher, Los Angeles, California
Vice Chairman of the Board of the fund
Chairman of the Board,  
The Capital Group Companies, Inc.
 
Beverly L. Hamilton, Los Angeles, California
President,
ARCO Investment Management Company
 
Marinus W. Keijzer, Zeist, Netherlands
Chief Economist & Strategist, Pensioenfonds PGGM
 
Hugh G. Lynch, New York, New York
Managing Director, International Investments,
General Motors Investment Management Corporation
 
Helmut Mader, Frankfurt, Germany
Director, Deutsche Bank AG
 
Teresa E. Martini, Berkeley Heights, New Jersey
Vice President, Public Equities,
AT&T Investment Management Corporation
 
John G. McDonald, Stanford, California
The IBJ Professor of Finance,
Graduate School of Business, Stanford University
 
James K. Peterson, Stamford, Connecticut
Director of Investment Management,
IBM Corporation
 
William Robinson, Gouvieux, France
Director, Aga Khan Fund for Economic Development
 
Patricia A. Small, Oakland, California
Treasurer, The Regents of the University of California
 
Walter P.  Stern, New York, New York
Chairman of the Board of the fund
Chairman of the Board,  
Capital Group International, Inc.
 
OTHER OFFICERS
 
Shaw B. Wagener, Los Angeles, California
Executive Vice President of the fund
Executive Vice President and Director,
Capital International, Inc.
 
Roberta A. Conroy, Los Angeles, California
Senior Vice President and Secretary of the fund
Assistant General Counsel,
The Capital Group Companies, Inc.
 
Hartmut Giesecke, Singapore
Vice President of the fund
Chairman of the Board and Director, 
Capital International K.K. and
Senior Vice President and Director,
Capital International, Inc.
 
Steven N. Kearsley, Brea, California
Vice President of the fund
Vice President and Treasurer,
Capital Research and Management Company
 
Peter C. Kelly, Los Angeles, California
Vice President of the fund
Senior Counsel, The Capital Group Companies, Inc.
 
Victor D. Kohn, Los Angeles, California
Vice President of the fund
Executive Vice President,
Capital Research International, Inc.
 
Nancy J. Kyle, New York, New York
Vice President of the fund
Senior Vice President, International 
Capital Guardian Trust Company
 
Michael A. Felix, Brea, California
Treasurer of the fund
Vice President, Capital International, Inc.
 
OFFICES OF THE FUND AND OF THE INVESTMENT ADVISER,
CAPITAL INTERNATIONAL, INC. 
 
11100 Santa Monica Boulevard, 15th Floor
Los Angeles, California 90025-3302
 
135 South State College Boulevard
Brea, California 92821-5804
 
CUSTODIAN OF ASSETS
 
The Chase Manhattan Bank, N.A.
One Chase Manhattan Plaza
New York, New York 10081-0001
 
COUNSEL
 
Dechert Price & Rhoads 
1500 K Street, N.W., Suite 500
Washington, D.C. 20005
 
INDEPENDENT ACCOUNTANTS
 
Price Waterhouse LLP
400 South Hope Street
Los Angeles, California 90071-2889
 
This report is for the information of shareholders of Emerging Markets Growth
Fund, but it may also be used as sales literature when preceded or accompanied
by the current prospectus, which gives details about charges, expenses,
investment objectives and operating policies of the fund.
 
Printed in USA  JA/WS/3018
(C) 1996 Emerging Markets Growth Fund, Inc.
Lit. No. EMGF-011-0896 (NLS)


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