MERRILL LYNCH GROWTH FUND FOR INVESTMENT & RETIREMENT
N-30B-2, 1996-09-12
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MERRILL LYNCH
GROWTH FUND











FUND LOGO







Quarterly Report

July 31, 1996



Officers and Trustees
Arthur Zeikel, President and Trustee
James H. Bodurtha, Trustee
Herbert I. London, Trustee
Robert R. Martin, Trustee
Joseph L. May, Trustee
Andre F. Perold, Trustee
Terry K. Glenn, Executive Vice President
Norman R. Harvey, Senior Vice President
Donald C. Burke, Vice President
Stephen C. Johnes, Vice President and
 Portfolio Manager
Gerald M. Richard, Treasurer
Jerry Weiss, Secretary
<PAGE>
Custodian
State Street Bank and Trust Company
One Heritage Drive, P2N
North Quincy, MA 02171

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















This report is not authorized for use as an offer of sale or a
solicitation of an offer to buy shares of the Fund unless
accompanied or preceded by the Fund's current prospectus. Past
performance results shown in this report should not be considered a
representation of future performance. Investment return and
principal value of shares will fluctuate so that shares, when
redeemed, may be worth more or less than their original cost.
Statements and other information herein are as dated and are subject
to change.


Merrill Lynch
Growth Fund
Box 9011
Princeton, NJ
08543-9011






MERRILL LYNCH GROWTH FUND

<PAGE>
DEAR SHAREHOLDER


The US economy demonstrated surprising strength during the first
half of 1996. As a result, during the quarter ended July 31, 1996,
investors focused on prospects for an overheating economy,
increasing inflationary pressures, and the potential for monetary
policy tightening by the Federal Reserve Board. With more robust
economic growth, a sharp rise in prices for crude oil and
agricultural commodities, and expectations of escalating wage
pressures, long-term interest rates (as measured by the yield on the
30-year US Treasury bond) rose to in excess of 7%.

Inflationary concerns were heightened further by a stronger-than-
expected employment report for June. Unemployment fell to a six-year
low, and hourly wages rose sharply. This mounting evidence of a
tighter labor market and rising labor costs suggested to many
investors that the US central bank would be forced to raise short-
term interest rates in the coming months. However, shortly after the
close of the July quarter, more subdued job growth and decelerating
hourly wage gains were reported for the month of July. It remains to
be seen whether this employment report is the first sign that the
economy is slowing from its rapid rate of growth in the second
quarter.

In the weeks ahead, investors will continue to monitor economic data
releases to determine the potential for monetary policy tightening
by the Federal Reserve Board. Evidence of more moderate, but
sustained, economic activity would be a beneficial development for
the US stock and bond markets.

Portfolio Matters
During the quarter ended July 31, 1996, total returns for Merrill
Lynch Growth Fund's Class A, Class B, Class C and Class D Shares
were -5.41%, -5.65%, -5.64% and -5.49%, respectively, underperforming 
the unmanaged broad stock market averages. For the same period, the 
Standard & Poor's 500 Composite Index total return was -1.61%. 
(Fund results do not reflect sales charges, and would be lower 
if sales charges were included. Complete performance information, 
including average annual total returns, can be found on pages 2--4 
of this report to shareholders.)

The Fund's underperformance in the July quarter was attributable
primarily to price declines in some of our large technology
holdings. At the end of the July quarter, technology represented the
Fund's second-largest sector concentration, comprising 12.5% of net
assets.
<PAGE>
Our primary investment focus remains on energy in general and on
domestic natural gas equities in particular. The Fund's investments
in the energy sector, broadly defined, constituted 45.6% of the
portfolio's net assets at the end of the July quarter. During the
quarter, there was continued evidence of supply pressures in the
natural gas market. Following what was a statistically normal
1995/1996 winter heating season, natural gas inventories were
drained to historically low levels. Since the end of the heating
season, gas deliverability has been strained to satisfy current
demand and to refill domestic storage requirements. Consequently,
natural gas inventories remain significantly below year-ago and
historic seasonal levels, and gas prices have hovered well above the
summer month lows seen in previous years. We remain constructive on
the long-term prospects for natural gas as an alternative fuel
source. With current gas supplies tight, we believe that many of the
Fund's energy holdings are well-positioned to benefit from the need
to increase gas deliverability to meet the nation's energy
requirements.

Against the backdrop of a strong domestic gas market, during the
July quarter the Fund increased its positions in two key energy
holdings, Apache Corp. and Devon Energy Corp. Both companies have
grown by way of an oil and gas reserve acquisition and exploitation
strategy. While using different approaches to target prospective
acquisition candidates, over time each of these firms has
accumulated a portfolio of prospective acreage that should, in our
view, facilitate future reserve and production growth. Looking
ahead, we believe that both companies have meaningful opportunities
to grow, either through continued acquisition activity or by
exploiting their respective acreage positions.

The Fund increased its investment in Apache subsequent to its merger
with Phoenix Resources Companies, Inc., Apache's partner in the
Qarun concession in Egypt. Through this acquisition, Apache secured
a significantly larger interest in what has been a successful oil
exploration and development project. While Apache shares are
attractively valued based on current production and cash flow
expectations, we believe that the company's shares do not reflect
any value for the significant exploration potential of the Egyptian
concession.

Long-term investors will recall that Devon Energy Corp. has been a
core energy holding for the Fund. During the July quarter, the Fund
increased its exposure to Devon by participating in a Financing
Trust convertible preferred security offered by the company. These
securities are convertible into Devon common shares and offer an
attractive current yield. Over the past two years, Devon has
commingled some of its most prospective exploration acreage with
that of major oil company partners in adjacent areas, in order to
efficiently explore for new oil and gas reserves. The potential
reserve additions that might follow from exploration success in any
one of these ventures could materially add to Devon's growth. Again,
as with Apache, Devon is attractively valued on current expectations
for production and cashflow.
<PAGE>
Finally, the Fund continues to maintain a relatively high cash
position, currently 28.2% of net assets, since we are having
difficulty finding equities which we believe represent good long-
term values. With this in mind, we will remain selective, committing
incremental dollars when individual equity valuations afford
meaningful long-term appreciation potential.

In Conclusion
We thank you for your investment in Merrill Lynch Growth Fund, and
we look forward to reviewing our outlook and strategy with you again
in our next report to shareholders.

Sincerely,



(Arthur Zeikel)
Arthur Zeikel
President



(Stephen C. Johnes)
Stephen C. Johnes
Vice President and Portfolio Manager


August 27, 1996



Effective June 28, 1996, Merrill Lynch Growth Fund for
Investment and Retirement's name was changed to
Merrill Lynch Growth Fund.



PERFORMANCE DATA


About Fund Performance


Investors are able to purchase shares of the Fund through the
Merrill Lynch Select Pricing SM System, which offers four pricing
alternatives:

* Class A Shares incur a maximum initial sales charge (front-end
  load) of 5.25% and bear no ongoing distribution or account
  maintenance fees. Class A Shares are available only to eligible
  investors.
<PAGE>
* Class B Shares are subject to a maximum contingent deferred sales
  charge of 4% if redeemed during the first year, decreasing 1% each
  year thereafter to 0% after the fourth year. In addition, Class B
  Shares are subject to a distribution fee of 0.75% and an account
  maintenance fee of 0.25%. These shares automatically convert to
  Class D Shares after 8 years. (There is no initial sales charge for
  automatic share conversions.)

* Class C Shares are subject to a distribution fee of 0.75% and an
  account maintenance fee of 0.25%. In addition, Class C Shares are
  subject to a 1% contingent deferred sales charge if redeemed within
  one year of purchase.

* Class D Shares incur a maximum initial sales charge of 5.25% and
  an account maintenance fee of 0.25% (but no distribution fee).

None of the past results shown should be considered a representation
of future performance. Investment return and principal value of
shares will fluctuate so that shares, when redeemed, may be worth
more or less than their original cost. Dividends paid to each class
of shares will vary because of the different levels of account
maintenance, distribution and transfer agency fees applicable to
each class, which are deducted from the income available to be paid
to shareholders.



<TABLE>
PERFORMANCE DATA (continued)
<CAPTION>
Performance Summary--Class A Shares


                                     Net Asset Value    Capital Gains
Period Covered                   Beginning      Ending   Distributed  Dividends Paid++   % Change*
<S>                                <C>         <C>           <C>            <C>           <C>
11/28/88--12/31/88                 $ 9.61      $ 9.44        $0.257         $0.090        + 1.88%
1989                                 9.44       12.33          --            0.211        +32.96
1990                                12.33       12.20         0.130           --          + 0.03
1991                                12.20       13.95         1.182          0.012        +25.20
1992                                13.95       14.88         0.449           --          + 9.97
1993                                14.88       17.48         2.122           --          +32.37
1994                                17.48       17.49         0.295           --          + 1.77
1995                                17.49       21.80         1.723          0.359        +36.82
1/1/96--7/31/96                     21.80       23.06          --            0.124        + 6.30
                                                             ------         ------
                                                       Total $6.158   Total $0.796
<PAGE>
                                                  Cumulative total return as of 7/31/96: +265.49%*
</TABLE>

<TABLE>
Performance Summary--Class B Shares
<CAPTION>
                                     Net Asset Value    Capital Gains
Period Covered                   Beginning      Ending   Distributed  Dividends Paid++  % Change**
<S>                                <C>         <C>           <C>            <C>           <C>
3/27/87--12/31/87                  $10.00      $ 8.49        $0.060         $0.187        -12.72%
1988                                 8.49        9.45         0.257          0.140        +16.04
1989                                 9.45       12.35          --            0.084        +31.62
1990                                12.35       12.09         0.130           --          - 1.02
1991                                12.09       13.65         1.182          0.012        +23.85
1992                                13.65       14.39         0.449           --          + 8.79
1993                                14.39       16.65         2.122           --          +31.11
1994                                16.65       16.47         0.295           --          + 0.72
1995                                16.47       20.40         1.723          0.143        +35.45
1/1/96--7/31/96                     20.40       21.53          --            0.021        + 5.64
                                                             ------         ------
                                                       Total $6.218   Total $0.587

                                                 Cumulative total return as of 7/31/96: +235.94%**
</TABLE>

<TABLE>
Performance Summary--Class C Shares
<CAPTION>
                                     Net Asset Value    Capital Gains
Period Covered                   Beginning      Ending   Distributed  Dividends Paid++  % Change**
<S>                                <C>         <C>           <C>            <C>           <C>
10/21/94--12/31/94                 $17.45      $16.47        $0.295           --          - 3.90%
1995                                16.47       20.30         1.723         $0.239        +35.44
1/1/96--7/31/96                     20.30       21.42          --            0.030        + 5.65
                                                             ------         ------
                                                       Total $2.018   Total $0.269
                                                           
                                                  Cumulative total return as of 7/31/96: +37.51%**
</TABLE>

<TABLE>
Performance Summary--Class D Shares
<CAPTION>
                                     Net Asset Value    Capital Gains
Period Covered                   Beginning      Ending   Distributed  Dividends Paid++   % Change*
<S>                                <C>         <C>           <C>            <C>           <C>
10/21/94--12/31/94                 $18.47      $17.47        $0.295           --          - 3.79%
1995                                17.47       21.76         1.723         $0.321        +36.52
1/1/96--7/31/96                     21.76       23.00          --            0.097        + 6.11
                                                             ------         ------
                                                       Total $2.018   Total $0.418
<PAGE>
                                                   Cumulative total return as of 7/31/96: +39.37%*

<FN>
++Figures may include short-term capital gains distributions.
 *Figures assume reinvestment of all dividends and capital gains
  distributions at net asset value on the ex-dividend date, and do not
  include sales charge; results would be lower if sales charge was
  included.
**Figures assume reinvestment of all dividends and capital gains
  distributions at net asset value on the ex-dividend date, and do not
  reflect deduction of any sales charge; results would be lower if
  sales charge was deducted.
</TABLE>


PERFORMANCE DATA (concluded)
<TABLE>
Recent Performance Results
<CAPTION>
                                                                                12 Month   3 Month
                                                   7/31/96   4/30/96  7/31/95   % Change   % Change
<S>                                                 <C>       <C>      <C>       <C>        <C>
ML Growth Fund Class A Shares*                      $23.06    $24.50   $23.11    + 7.85%(1) -5.88%
ML Growth Fund Class B Shares*                       21.53     22.84    21.64    + 8.09(1)  -5.74
ML Growth Fund Class C Shares*                       21.42     22.73    21.63    + 7.63(1)  -5.76
ML Growth Fund Class D Shares*                       23.00     24.43    23.06    + 7.82(1)  -5.85
Standard & Poor's 500 Index**                       639.95    654.17   562.06    +13.86     -2.17
ML Growth Fund Class A Shares--Total Return*                                     +10.07(2)  -5.41(3)
ML Growth Fund Class B Shares--Total Return*                                     + 8.90(4)  -5.65(5)
ML Growth Fund Class C Shares--Total Return*                                     + 8.96(6)  -5.64(7)
ML Growth Fund Class D Shares--Total Return*                                     + 9.75(8)  -5.49(9)
Standard & Poor's 500 Index--Total Return**                                      +16.53     -1.61

<FN>
  *Investment results shown do not reflect sales charges; results
   shown would be lower if a sales charge was included.
 **An unmanaged broad-based index comprised of common stocks. Total
   investment returns for unmanaged indexes are based on estimates.
(1)Percent change includes reinvestment of $1.723 per share capital
   gains distributions.
(2)Percent change includes reinvestment of $0.482 per share ordinary
   income dividends and $1.723 per share capital gains distributions.
(3)Percent change includes reinvestment of $0.124 per share ordinary
   income dividends.
(4)Percent change includes reinvestment of $0.164 per share ordinary
   income dividends and $1.723 per share capital gains distributions.
(5)Percent change includes reinvestment of $0.021 per share ordinary
   income dividends.
(6)Percent change includes reinvestment of $0.268 per share ordinary
   income dividends and $1.723 per share capital gains distributions.
(7)Percent change includes reinvestment of $0.030 per share ordinary
   income dividends.
(8)Percent change includes reinvestment of $0.418 per share ordinary
   income dividends and $1.723 per share capital gains distributions.
(9)Percent change includes reinvestment of $0.097 per share ordinary
   income dividends.
</TABLE>
<PAGE>

Average Annual Total Return


                                     % Return Without % Return With
                                       Sales Charge   Sales Charge**

Class A Shares*

Year Ended 6/30/96                        +25.65%        +19.05%
Five Years Ended 6/30/96                  +19.45         +18.17
Inception (11/28/88)
through 6/30/96                           +19.66         +18.82
[FN]
 *Maximum sales charge is 5.25%.
**Assuming maximum sales charge.


                                        % Return        % Return
                                       Without CDSC    With CDSC**

Class B Shares*

Year Ended 6/30/96                        +24.30%        +20.30%
Five Years Ended 6/30/96                  +18.22         +18.22
Inception (3/27/87) through 6/30/96       +14.81         +14.81

[FN]
 *Maximum contingent deferred sales charge is 4% and is reduced to 0%
  after 4 years.
**Assuming payment of applicable contingent deferred sales charge.


                                         % Return       % Return
                                       Without CDSC    With CDSC**

Class C Shares*

Year Ended 6/30/96                        +24.30%        +23.30%
Inception (10/21/94)
through 6/30/96                           +25.56         +25.56

[FN]
  *Maximum contingent deferred sales charge is 1% and is reduced
   to 0% after 1 year.
 **Assuming payment of applicable contingent deferred sales charge.


                                     % Return Without % Return With
                                       Sales Charge   Sales Charge**
Class D Shares*
<PAGE>
Year Ended 6/30/96                        +25.30%        +18.72%
Inception (10/21/94)
through 6/30/96                           +26.54         +22.58

[FN]
 *Maximum sales charge is 5.25%.
**Assuming maximum sales charge.



<TABLE>
SCHEDULE OF INVESTMENTS
<CAPTION>
                                Shares                                                                              Percent of
Industries                       Held                 Stocks                                 Cost         Value     Net Assets
<S>                            <C>         <S>                                       <C>              <C>             <C>
Banking &                      1,000,000   Republic New York Corp.                   $   44,267,281   $   63,375,000    1.5%
Financial Services             1,000,000   Safra Republic Holdings S.A. (ADR)*           69,529,500      117,000,000    2.8
                                                                                     --------------   --------------  ------
                                                                                        113,796,781      180,375,000    4.3

Biotechnology                  1,000,000   Affymetrix, Inc.                              16,662,627       11,875,000    0.3
                               2,296,000   CytoTherapeutics, Inc.                        15,914,783       18,368,000    0.4
                                 434,500   CytoTherapeutics, Inc. (Warrants) (a)            651,750          733,436    0.0
                                                                                     --------------   --------------  ------
                                                                                         33,229,160       30,976,436    0.7

Computer Software              2,500,000   Autodesk, Inc.                                66,469,520       57,500,000    1.4
                               2,438,600   Mentor Graphics, Inc.                         25,534,609       30,482,500    0.7
                               3,900,000   Platinum Technology, Inc.                     65,023,771       38,025,000    0.9
                                                                                     --------------   --------------  ------
                                                                                        157,027,900      126,007,500    3.0

Diversified Resource           1,500,000   Freeport-McMoRan Copper & Gold, Inc.
Companies                                  (Class A)                                     36,449,551       41,625,000    1.0
                               5,000,000   Freeport-McMoRan Copper & Gold, Inc.
                                           (Class B)                                    107,984,584      148,125,000    3.6
                               3,750,000   Freeport-McMoRan, Inc.                       114,789,644      134,531,250    3.2
                               1,050,000   IMC Global, Inc.                              37,222,925       41,475,000    1.0
                                                                                     --------------   --------------  ------
                                                                                        296,446,704      365,756,250    8.8

Domestic                       2,000,000   Anadarko Petroleum Corp.                      83,727,914      102,250,000    2.4
Exploration &                    300,000   McMoRan Oil & Gas Co.                          1,691,662          590,625    0.0
Production                     9,000,000   Santa Fe Energy Resources, Inc.               83,865,388      102,375,000    2.5
                               3,450,000   Seagull Energy Corp.                          72,331,809       62,962,500    1.5
                               3,000,000   Vastar Resources, Inc.                        89,836,252      103,500,000    2.5
                                                                                     --------------   --------------  ------
                                                                                        331,453,025      371,678,125    8.9
<PAGE>
Electronic                     6,255,000   Cirrus Logic, Inc.                            69,372,447       88,351,875    2.1
Components                       650,000   Intel Corp.                                   33,466,875       48,750,000    1.2
                               3,200,000   Komag, Inc.                                   66,430,919       65,600,000    1.6
                                                                                     --------------   --------------  ------
                                                                                        169,270,241      202,701,875    4.9

Energy Acquisition             8,000,000   Apache Corp.                                 232,123,043      227,000,000    5.5
& Exploitation                 2,200,000   Devon Energy Corp.                            34,401,130       51,425,000    1.2
                               1,000,000   Devon Financing Trust (Preferred)             50,000,000       49,500,000    1.2
                               2,000,000   Newfield Exploration Co.                      56,598,373       79,750,000    1.9
                                                                                     --------------   --------------  ------
                                                                                        373,122,546      407,675,000    9.8

International                  8,000,000   Norcen Energy Resources Ltd.                 120,353,892      138,573,508    3.3
Exploration &
Production

International                  3,500,000   Yacimientos Petroliferos Fiscales S.A.
Integrated Oils                            (Sponsored) (ADR)*                            83,800,841       73,500,000    1.8

Natural Gas                    3,117,000   TransMontaigne Oil Co.                        17,143,500       31,170,000    0.7
Gathering &                    2,500,000   Western Gas Resources, Inc.                   57,319,428       36,875,000    0.9
Transmission                                                                         --------------   --------------  ------
                                                                                         74,462,928       68,045,000    1.6

Offshore Drilling              7,264,500   Ensco International, Inc.                    104,647,659      196,141,500    4.7
Companies                     16,300,000   Global Marine, Inc.                           59,126,323      218,012,500    5.2
                                                                                     --------------   --------------  ------
                                                                                        163,773,982      414,154,000    9.9
</TABLE>


<TABLE>
SCHEDULE OF INVESTMENTS (continued)
<CAPTION>
                                 Shares                                                                              Percent of
Industries                        Held                 Stocks                               Cost            Value    Net Assets
<S>                            <C>         <S>                                       <C>              <C>             <C>
Oil Refining                   4,000,000   Valero Energy Corp.                       $   86,245,282   $   82,500,000    2.0%

Oilfield Services              4,000,000   Nabors Industries, Inc.                       41,952,180       57,500,000    1.4
                               1,100,000   Schlumberger Ltd.                             75,504,657       88,000,000    2.1
                               2,534,000   Weatherford Enterra, Inc.                     73,241,531       62,399,750    1.5
                               2,500,000   Western Atlas, Inc.                          141,174,253      135,625,000    3.2
                                                                                     --------------   --------------  ------
                                                                                        331,872,621      343,524,750    8.2

Personal Computers             3,500,000   Dell Computer Corp.                           75,249,509      193,812,500    4.7

                                           Total Stocks                               2,410,105,412    2,999,279,944   71.9
<PAGE>
                             Face Amount               Short-Term Securities

Commercial                   $20,800,000   Apreco Inc., 5.42% due 9/11/1996              20,671,606       20,671,606    0.5
Paper**                       50,000,000   Banc One Corp., 5.31% due 8/28/1996           49,800,875       49,800,875    1.2
                                           CIT Group Holdings, Inc.:
                              50,000,000     5.35% due 8/12/1996                         49,918,264       49,918,264    1.2
                              30,000,000     5.34% due 9/16/1996                         29,795,300       29,795,300    0.7
                              50,000,000   Ciesco, L.P., 5.35% due 8/09/1996             49,940,556       49,940,556    1.2
                              35,000,000   Corporate Asset Funding Co., Inc.,
                                           5.35% due 8/12/1996                           34,942,785       34,942,785    0.8
                                           Corporate Receivables Corp.:
                              15,200,000     5.45% due 9/06/1996                         15,117,160       15,117,160    0.4
                              50,000,000     5.38% due 9/27/1996                         49,574,083       49,574,083    1.2
                              50,000,000   du Pont (E.I.) de Nemours & Co.,
                                           5.35% due 8/05/1996                           49,970,278       49,970,278    1.2
                                           ESC Securitization, Inc.:
                              25,000,000     5.42% due 8/06/1996                         24,981,181       24,981,181    0.6
                              50,000,000     5.40% due 8/27/1996                         49,805,000       49,805,000    1.2
                                           Eureka Securitization Inc.:
                              50,000,000     5.40% due 9/09/1996                         49,707,500       49,707,500    1.2
                               5,000,000     5.42% due 9/11/1996                          4,969,136        4,969,136    0.1
                              40,000,000     5.42% due 9/13/1996                         39,741,044       39,741,044    0.9
                              35,992,000   Ford Motor Credit Co., 5.72%
                                             due 8/01/1996                               35,992,000       35,992,000    0.9
                                           Goldman Sachs Group, L.P.:
                              50,000,000     5.36% due 8/05/1996                         49,970,222       49,970,222    1.2
                              50,000,000     5.34% due 8/09/1996                         49,940,667       49,940,667    1.2
                              25,000,000     5.45% due 9/06/1996                         24,863,750       24,863,750    0.6
                              75,000,000     5.30% due 9/20/1996                         74,447,917       74,447,917    1.8
                              30,000,000   IBM Credit Corp., 5.30% due 8/02/1996         29,995,583       29,995,583    0.7
                              50,000,000   Lucent Technologies, Inc., 5.34% due
                                             8/02/1996                                   49,992,583       49,992,583    1.2
                                           McKenna Triangle National Corp.:
                              50,000,000     5.33% due 9/10/1996                         49,703,889       49,703,889    1.2
                              45,000,000     5.36% due 9/20/1996                         44,665,000       44,665,000    1.1
                              12,300,000   MetLife Funding, Inc., 5.38% due
                                             8/06/1996                                   12,290,809       12,290,809    0.3
                                           National Fleet Funding Corp.:
                              40,000,000     5.40% due 8/07/1996                         39,964,000       39,964,000    1.0
                              35,000,000     5.37% due 9/18/1996                         34,749,400       34,749,400    0.8
                              29,300,000   Preferred Receivables Funding Corp.,
                                           5.40% due 9/13/1996                           29,111,015       29,111,015    0.7
                              40,000,000   Sara Lee Corp., 5.30% due 8/12/1996           39,935,222       39,935,222    1.0
                                           Xerox Credit Corp.:
                              20,000,000     5.35% due 8/06/1996                         19,985,139       19,985,139    0.5
                              40,000,000     5.35% due 9/24/1996                         39,679,000       39,679,000    0.9
                                                                                     --------------   --------------  ------
                                                                                      1,144,220,964    1,144,220,964   27.5
</TABLE>
<PAGE>

<TABLE>
SCHEDULE OF INVESTMENTS (concluded)
<CAPTION>
                                Face                                                                              Percent of
                               Amount                  Short-Term Securities              Cost          Value    Net Assets
<S>                          <C>           <S>                                       <C>              <C>             <C>
US Government &              $30,000,000   Federal Home Loan Mortgage                $   29,814,500   $   29,814,500    0.7%
Agency                                     Association, 5.30% due 9/12/1996
Obligations**

                                           Total Short-Term Securities                1,174,035,464    1,174,035,464   28.2

Total Investments                                                                    $3,584,140,876    4,173,315,408  100.1
                                                                                     ==============
Liabilities in Excess of Other Assets                                                                     (4,307,343)  (0.1)
                                                                                                      --------------  ------
Net Assets                                                                                            $4,169,008,065  100.0%
                                                                                                      ==============  ======

Net Asset                    Class A--Based on net assets of $870,921,641
Value:                                and 37,770,735                                                  $        23.06
                                                                                                      ==============
                             Class B--Based on net assets of $2,380,462,215
                                      and 110,565,232                                                 $        21.53
                                                                                                      ==============
                             Class C--Based on net assets of $145,817,679
                                      and 6,808,798                                                   $        21.42
                                                                                                      ==============
                             Class D--Based on net assets of $771,806,530
                                      and 33,549,697                                                  $        23.00
                                                                                                      ==============

<FN>
  *American Depositary Receipts (ADR).
 **Commercial Paper and certain US Government & Agency Obligations
   are traded on a discount basis; the interest rates shown are the
   discount rates paid at the time of purchase by the Fund.
(a)Warrants entitle the Fund to purchase a predetermined number of shares of
   common stock. The purchase price and number of shares are subject to
   adjustment under certain conditions until the expiration date.



PORTFOLIO INFORMATION


For the Quarter Ended July 31, 1996

<PAGE>
                                        Percent of
Ten Largest Equity Holdings             Net Assets

Apache Corp.                                5.5%
Global Marine, Inc.                         5.2
Ensco International, Inc.                   4.7
Dell Computer Corp.                         4.7
Freeport-McMoRan Copper & Gold, Inc.*       4.6
Norcen Energy Resources Ltd.                3.3
Western Atlas, Inc.                         3.2
Freeport-McMoRan, Inc.                      3.2
Safra Republic Holdings S.A. (ADR)          2.8
Vastar Resources, Inc.                      2.5

<FN>
*Includes Class A and Class B Shares.


Additions

 Affymetrix, Inc.
 Devon Financing Trust (Preferred)

Deletions

 Landmark Graphics Corp.
*Pan Energy Corp.
 Pool Energy Services Co.
 United Meridian Corp.

<FN>
*Formerly Panhandle Eastern Corp.





</TABLE>


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