MERRILL LYNCH STRATEGIC DIVIDEND FUND
N-30D, 1996-03-26
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MERRILL LYNCH
STRATEGIC
DIVIDEND FUND







FUND LOGO







Semi-Annual Report

January 31, 1996




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.
<PAGE>





Merrill Lynch
Strategic Dividend Fund
Box 9011
Princeton, NJ
08543-9011





MERRILL LYNCH STRATEGIC DIVIDEND FUND


Officers and
Trustees

Arthur Zeikel, President and Trustee
Ronald W. Forbes, Trustee
Cynthia A. Montgomery, Trustee
Charles C. Reilly, Trustee
Kevin A. Ryan, Trustee
Richard R. West, Trustee
Terry K. Glenn, Executive Vice President
Norman R. Harvey, Senior Vice President
Donald C. Burke, Vice President
Walter D. Rogers, Vice President and Portfolio Manager
Gerald M. Richard, Treasurer
Robert Harris, Secretary
<PAGE>
Custodian
State Street Bank and Trust Company
One Heritage Drive, P2N
North Quincy, Massachusetts 02171

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







DEAR SHAREHOLDER

Although the partial shutdown of the US Government curtailed the
release of most economic data for the January quarter, it was
nonetheless apparent that gross domestic product (GDP) growth
continued to be lackluster. Consumer spending is barely growing, the
industrial sector is at a virtual standstill and, despite lower
mortgage rates, there is little or no pick-up in housing activity.
With inflationary pressures subdued, the Federal Reserve Board
responded to the slowing economy by modestly lowering short-term
interest rates in both December and January. Historically, it has
taken some time for shifts in monetary policy to have an impact on
economic growth. Therefore, the Federal Reserve Board's gradual
shift to lowering interest rates, which began early last year, may
not be reflected in a pick-up in real economic growth until later
this year.

The impasse between the Clinton Administration and Congress over the
Federal budget continues, although both sides have made concessions
since the debate began. It appears that investors are currently
focusing on the progress that has been made rather than on the
differences that remain. Initially, President Clinton proposed
deficits of about $190 billion annually through fiscal year 2002,
but now proposes balanced budgets, as do the Republicans. Current
indications are that a piecemeal budget accord is the most likely
outcome. Even without the proposed policy changes, it appears that
the US Federal budget deficit would remain stable at about 2% of GDP
for the rest of the decade. This would be far better than is the
case for most Group of Seven industrial nations, and for the United
States would represent a great improvement over the last 15 years.
Although this may fall short of investors' best expectations, it
appears that the Federal budget debate over the past year has
resulted in a trend toward a more conservative fiscal policy.
<PAGE>
Portfolio Matters
For the three month period ended January 31, 1996, total returns for
Merrill Lynch Strategic Dividend Fund's Class A, Class B, Class C
and Class D Shares were +12.13%, +11.88%, +11.84% and +12.10%,
respectively, exceeding the unmanaged Standard & Poor's 500
Composite Index's total return of +10.01% and the higher-yielding
S&P's stocks estimated total return of +9.60%. (Results shown do not
reflect sales charges and would be lower if sales charges were
included. For complete performance information, including average
annual total returns, see pages 4--6 of this report to
shareholders.)

Our strategy continued to focus primarily on investments which yield
above the S&P 500. At January quarter-end, two-thirds of the Fund's
equity investments had yields that were 100 basis points--600 basis
points (1.00%--6.00%) above the yield of the S&P 500. The dividend
yield of the S&P 500 as of January 31, 1996 (based on 1995
dividends) was 2.2% while the gross weighted (by dollars invested)
yield of the Fund's equity investments was 3.4%.

Stocks with yields at or above the S&P 500 generally performed in
line with the overall stock market, which climbed to record levels
during the January quarter. This was achieved despite the relative
underperformance of electric utility and telecommunications stocks,
which returned -2.3% and -3.7%, respectively. Positive relative
price performance was achieved by the energy and financial sectors
which rose 0.97% and 3.80%, respectively. Natural gas and oil stocks
modestly outpaced the performance of the overall market during the
quarter ended January 31, 1996 as the colder weather across the
country had a significant positive impact on oil and natural gas
prices. Financial stocks benefited from declining interest rates and
continued strong earnings reports.

During the January quarter we eliminated two positions, established
six new positions, and reduced fifteen holdings. Since Federal Paper
Board Co., Inc. agreed to be acquired by International Paper Co., we
chose to eliminate our holding and realized capital gains in the
former company. We also sold our entire position in NICOR, Inc.
because we expect that a large capital spending program will hurt
future earnings growth. Our new investments included Ford Motor
Company, J.C. Penney Company, Inc., Edison International (formerly
SCEcorp), Pacific Gas and Electric Company, United Technologies
Corporation, and Weyerhaeuser Company.

Our investment in Ford Motor Company, the world's second-largest
motor vehicle manufacturer, represented an addition to our
automotive and auto parts holdings. Ford has one of the strongest
balance sheets in the industry, generating strong excess cash flow
which we believe will be returned to shareholders in the form of
dividend increases and share repurchases. Tightly controlled raw
material and personnel costs, combined with an improved product mix
and the anticipated improvement in domestic and international
automotive sales, should produce solid earnings in upcoming
quarters. We believe the shares are attractively valued at current
prices, based on historical dividend yield, and on price/book value
and price/cash flow ratios.
<PAGE>
With the purchase of J.C. Penney Company, Inc. shares, we increased
our exposure to the attractively valued department store retail
segment. J.C. Penney's strong balance sheet protects its generous
dividend and should allow for further share repurchases. In the
current highly competitive retailing environment, we believe that
merchandisers must be focused, have strong managements and solid
financials. The company's strategy focuses on well-priced,
fashionable apparel and home lines sold under its exclusive private
label brands. We expect J.C. Penney's sales to improve as the year
progresses. At current price levels, the stock appears attractive
based on its historical relative price/earnings and price/book value
ratios.

Two California electric utilities were added to the Fund: Edison
International and Pacific Gas and Electric Company. Uncertainty
surrounding the outcome of the California Public Utilities
Commission's order on industry restructuring depressed the share
prices of both stocks to levels which, in our view, discounted any
potential negative decision and its impact on their balance sheets
and future earnings power.

United Technologies Corporation is a large, diversified industrial
aerospace company which generates an increasing percentage of sales
from global markets (approximately 55%) and commercial aerospace
markets (approximately 61%). The company has the potential to exceed
its five-year historical 12% annual earnings growth rate, yet its
shares trade at stock market multiples, based on price/earnings and
price/book value ratios. Strong cash flow and low debt puts the
company in a good position to take advantage of the consolidating
defense/aerospace businesses.

Our investment in Weyerhaeuser Company, one of the two-largest wood
products companies and the fourth-largest US paper company,
represents an addition to the Fund's holdings in the basic cyclical
sector. We believe this sector offers attractive valuations at
current levels. Weyerhaeuser owns extensive timberland acreage in
the United States, and exports account for about 15% of sales. Its
attractive dividend yield, solid balance sheet and the potential for 
earnings growth as demand for wood products rises, combined with a 
share repurchase plan, make Weyerhaeuser an attractive holding.
<PAGE>
The outlook for the US economy, as it is continuously discounted in
the stock market, is between optimism, as reflected in cyclical
stock prices, and pessimism, as reflected in defensive, interest-
sensitive stock prices. Recently, cyclicals became overly depressed.
However, the recent rally may counter that minority who recently
have begun discussing a possible recession. In the midst of this
argument, our investment strategy includes using a diversified
mixture of quality stocks with generally above market-yields that
have the potential for additional upside with limited downside risk.

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

Sincerely,




(Arthur Zeikel)
Arthur Zeikel
President





(Walter D. Rogers)
Walter D. Rogers
Vice President and Portfolio Manager



March 13, 1996






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 approximately 8 years.

* 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>
Recent
Performance
Results
<CAPTION>
                                                                                                     12 Month       3 Month
                                                              1/31/96    10/31/95      1/31/95       % Change       % Change
<S>                                                            <C>         <C>          <C>           <C>           <C>
ML Strategic Dividend Fund Class A Shares*                     $12.56      $11.57       $11.07        +26.33%(1)    +10.69%(2)
ML Strategic Dividend Fund Class B Shares*                      12.56       11.56        11.06        +26.44(1)     +10.78(2)
ML Strategic Dividend Fund Class C Shares*                      12.50       11.52        11.04        +26.12(1)     +10.65(2)
ML Strategic Dividend Fund Class D Shares*                      12.56       11.57        11.07        +26.32(1)     +10.69(2)
Standard & Poor's 500 Index**                                  636.02      581.50       470.42        +35.20        + 9.38
ML Strategic Dividend Fund Class A Shares--Total Return*                                              +31.22(3)     +12.13(4)
ML Strategic Dividend Fund Class B Shares--Total Return*                                              +29.91(5)     +11.88(6)
ML Strategic Dividend Fund Class C Shares--Total Return*                                              +29.88(7)     +11.84(8)
ML Strategic Dividend Fund Class D Shares--Total Return*                                              +30.95(9)     +12.10(10)
Standard & Poor's 500 Index--Total Return**                                                           +38.63        +10.01

<PAGE>
<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 $1.309 per share capital
    gains distributions.
 (2)Percent change includes reinvestment of $0.238 per share capital
    gains distributions.
 (3)Percent change includes reinvestment of $0.463 per share ordinary
    income dividends and $1.309 per share capital gains distributions.
 (4)Percent change includes reinvestment of $0.160 per share ordinary
    income dividends and $0.238 per share capital gains distributions.
 (5)Percent change includes reinvestment of $0.330 per share ordinary
    income dividends and $1.309 per share capital gains distributions.
 (6)Percent change includes reinvestment of $0.122 per share ordinary
    income dividends and $0.238 per share capital gains distributions.
 (7)Percent change includes reinvestment of $0.358 per share ordinary
    income dividends and $1.309 per share capital gains distributions.
 (8)Percent change includes reinvestment of $0.132 per share ordinary
    income dividends and $0.238 per share capital gains distributions.
 (9)Percent change includes reinvestment of $0.439 per share ordinary
    income dividends and $1.309 per share capital gains distributions.
(10)Percent change includes reinvestment of $0.157 per share
    ordinary income dividends and $0.238 per share capital gains
    distributions.
</TABLE>


<TABLE>
Performance
Summary--
Class A Shares
<CAPTION>
                                    Net Asset Value       Capital Gains
Period Covered                  Beginning      Ending      Distributed    Dividends Paid*       % Change**
<S>                               <C>           <C>           <C>              <C>               <C>
11/29/88--12/31/88                $10.71        $10.56        $0.140           $0.156            + 1.37%
1989                               10.56         12.50          --              0.612            +24.61
1990                               12.50         10.95          --              0.725            - 6.70
1991                               10.95         12.15          --              0.516            +15.99
1992                               12.15         12.75          --              0.460            + 8.95
1993                               12.75         12.74         0.645            0.456            + 8.66
1994                               12.74         10.70         1.596            0.465            + 0.17
1995                               10.70         12.22         1.309            0.463            +32.08
1/1/96--1/31/96                    12.22         12.56          --               --              + 2.78
                                                              ------           ------
                                                        Total $3.690     Total $3.853

                                                          Cumulative total return as of 1/31/96:+120.07%**

<PAGE>
<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.
</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>
11/25/87--12/31/87                $10.00        $10.02          --             $0.047            + 0.67%
1988                               10.02         10.56        $0.266            0.465            +12.81
1989                               10.56         12.49          --              0.504            +23.40
1990                               12.49         10.94          --              0.604            - 7.68
1991                               10.94         12.14          --              0.393            +14.78
1992                               12.14         12.75          --              0.328            + 7.89
1993                               12.75         12.74         0.645            0.315            + 7.54
1994                               12.74         10.71         1.596            0.333            - 0.82
1995                               10.71         12.24         1.309            0.330            +30.73
1/1/96--1/31/96                    12.24         12.56          --               --              + 2.61
                                                              ------           ------
                                                        Total $3.816     Total $3.319

                                                          Cumulative total return as of 1/31/96:+129.27%**


<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
  reflect deduction of any  sales charge; results would be lower if
  sales charge was deducted.
</TABLE>


PERFORMANCE DATA (concluded)

<PAGE>
<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                $11.84        $10.69        $0.798           $0.108            - 2.02%
1995                               10.69         12.17         1.309            0.358            +30.59
1/1/96--1/31/96                    12.17         12.50          --               --              + 2.71
                                                              ------           ------
                                                        Total $2.107     Total $0.466

                                                           Cumulative total return as of 1/31/96:+31.42%**

<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
  reflect deduction of any sales charge; results would be lower if
  sales charge was deducted.
</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                $11.85        $10.71        $0.798           $0.115            - 1.88%
1995                               10.71         12.22         1.309            0.439            +31.69
1/1/96--1/31/96                    12.22         12.56          --               --              + 2.78
                                                              ------           ------
                                                        Total $2.107     Total $0.554

                                                           Cumulative total return as of 1/31/96:+32.81%**

<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.
</TABLE>


<PAGE>
Average Annual
Total Return


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

Class A Shares*

Year Ended 12/31/95                       +32.08%        +25.14%
Five Years Ended 12/31/95                 +12.68         +11.47
Inception (11/29/88) through 12/31/95     +11.34         +10.49

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


                                         % Return        % Return
                                       Without CDSC     With CDSC**

Class B Shares*

Year Ended 12/31/95                       +30.73%        +26.73%
Five Years Ended 12/31/95                 +11.55         +11.55
Inception (11/25/87) through 12/31/95     +10.43         +10.43

[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 12/31/95                       +30.59%        +29.59%
Inception (10/21/94) through 12/31/95     +22.92         +22.92

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


<PAGE>
                                     % Return Without % Return With
                                       Sales Charge    Sales Charge**

Class D Shares*

Year Ended 12/31/95                       +31.69%        +24.77%
Inception (10/21/94) through 12/31/95     +23.93         +18.46

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



<TABLE>
SCHEDULE OF INVESTMENTS                                                                                        (in US dollars)
<CAPTION>
                                      Shares                                                               Value    Percent of
EUROPE       Industries                Held   Common Stocks                                Cost          (Note 1a)  Net Assets
<S>          <S>                      <C>     <S>                                    <C>              <C>             <C>
Netherlands  Oil--International       20,000  Royal Dutch Petroleum PLC (ADR)*       $    1,157,315   $    2,780,000    1.6%

                                              Total Investments in the Netherlands        1,157,315        2,780,000    1.6


Spain        Oil & Gas Producers      52,000  Repsol S.A. (ADR)*                          1,661,156        1,813,500    1.0

                                              Total Investments in Spain                  1,661,156        1,813,500    1.0


United       Oil--International       19,000  British Petroleum Co. PLC (ADR)*            1,676,727        1,854,875    1.1
Kingdom
                                              Total Investments in the
                                              United Kingdom                              1,676,727        1,854,875    1.1


                                              Total Investments in Europe                 4,495,198        6,448,375    3.7


NORTH
AMERICA


United       Aerospace & Defense      52,000  Northrop Grumman Corp.                      1,861,886        3,328,000    1.9
States                                30,000  TRW Inc.                                    1,663,738        2,535,000    1.5
                                      22,000  United Technologies Corporation             1,917,069        2,257,750    1.3
                                                                                       ------------     ------------  ------
                                                                                          5,442,693        8,120,750    4.7

             Automobiles              85,000  Ford Motor Company                          2,416,975        2,518,125    1.5
                                      50,000  General Motors Corp.                        2,421,750        2,631,250    1.5
                                                                                       ------------     ------------  ------
                                                                                          4,838,725       5,149,375     3.0
<PAGE>
             Automotive Equipment     72,000  Arvin Industries, Inc.                      1,656,934        1,413,000    0.8
                                      60,000  Dana Corp.                                  1,649,850        1,972,500    1.1
                                                                                       ------------     ------------  ------
                                                                                          3,306,784        3,385,500    1.9

             Banks                    20,000  Barnett Banks, Inc.                         1,002,350        1,170,000    0.7
                                      28,000  Boatmen's Bancshares, Inc.                  1,004,500        1,197,000    0.7
                                      55,000  The Chase Manhattan Corp.                   1,934,896        3,795,000    2.2
                                      74,000  CoreStates Financial Corp.                  2,584,814       2,960,000     1.7
                                      26,000  First Commerce Corp.                          832,910          845,000    0.5
                                      23,000  Mellon Bank Corp.                             990,205        1,219,000    0.7
                                      23,000  Mercantile Bancorp.                         1,002,055        1,003,375    0.6
                                                                                       ------------     ------------  ------
                                                                                          9,351,730       12,189,375    7.1

             Chemicals                23,000  The Dow Chemical Co.                        1,369,880        1,713,500    1.0
                                      55,000  du Pont (E.I.) de Nemours & Co.             3,702,875        4,228,125    2.5
                                                                                       ------------     ------------  ------
                                                                                          5,072,755        5,941,625    3.5

             Cosmetics & Household    17,000  Avon Products, Inc.                         1,009,895        1,343,000    0.8
             Products                 42,000  The Clorox Co.                              2,495,108        3,470,250    2.0
                                                                                       ------------     ------------  ------
                                                                                          3,505,003        4,813,250    2.8
</TABLE>


<TABLE>
SCHEDULE OF INVESTMENTS (concluded)                                                                            (in US dollars)
<CAPTION>
NORTH AMERICA                         Shares                                                               Value    Percent of
(concluded)  Industries                Held   Common Stocks                                Cost          (Note 1a)  Net Assets
<S>          <S>                      <C>     <S>                                    <C>              <C>             <C>
United       Drugs                    40,000  Bristol-Myers Squibb Co.               $    1,826,550    $   3,540,000    2.1%
States                                60,000  Eli Lilly & Co.                             1,631,988        3,450,000    2.0
(concluded)                                                                            ------------     ------------  ------
                                                                                          3,458,538        6,990,000    4.1

             Electrical               65,000  General Electric Co.                        3,140,231        4,988,750    2.9
             Equipment

             Financial                60,000  American Express Co.                        1,281,835        2,760,000    1.6
             Services                 60,000  Beneficial Corp.                            2,305,713        2,932,500    1.7
                                                                                       ------------     ------------  ------
                                                                                          3,587,548        5,692,500    3.3

             Food Merchandising       20,000  Lance, Inc.                                   360,000          337,500    0.2

             Hardware Products        51,000  The Stanley Works                           2,138,235        2,626,500    1.5

             Information              20,000  Xerox Corp.                                 2,054,831        2,472,500    1.4
             Processing
<PAGE>
             Insurance                95,000  American General Corp.                      1,961,793        3,586,250    2.1
                                      50,000  Lincoln National Corp.                      2,135,530        2,643,750    1.5
                                     110,000  Ohio Casualty Corp.                         3,512,187        4,070,000    2.4
                                                                                       ------------     ------------  ------
                                                                                          7,609,510       10,300,000    6.0

             Metals                   55,000  Carpenter Technology Corp.                  1,747,599        2,090,000    1.2
                                      75,000  Cyprus Amax Minerals Co.                    1,972,357        1,987,500    1.2
                                                                                       ------------     ------------  ------
                                                                                          3,719,956        4,077,500    2.4

             Miscellaneous            28,000  Minnesota Mining & Manufacturing
             Technology                       Company                                     1,671,180        1,806,000    1.0

             Oil--Domestic            30,000  Atlantic Richfield Co.                      3,395,562        3,408,750    2.0
                                      80,000  Phillips Petroleum Co.                      2,769,768        2,610,000    1.5
                                                                                       ------------     ------------  ------
                                                                                          6,165,330        6,018,750    3.5

             Oil--International       40,000  Exxon Corp.                                 2,379,692        3,210,000    1.9
                                      20,000  Mobil Corp.                                   915,150        2,215,000    1.3
                                      30,000  Texaco Inc.                                 1,407,728        2,426,250    1.4
                                                                                       ------------     ------------  ------
                                                                                          4,702,570        7,851,250    4.6

             Paper & Forest           60,000  Weyerhaeuser Company                        2,666,100        2,767,500    1.6
             Products

             Photography              45,000  Eastman Kodak Co.                           1,827,775        3,301,875    1.9

             Publishing/Printing      35,000  McGraw-Hill, Inc.                           2,434,950        3,115,000    1.8

             Real Estate              40,000  Avalon Properties, Inc.                       846,650          890,000    0.5
             Investment Trust         28,000  Developers Diversified Realty Corp.           791,000          805,000    0.5
                                      30,000  Patriot American Hospitality Inc.             720,000          825,000    0.5
                                      35,000  Simon Property Group, Inc.                    886,200          783,125    0.5
                                                                                       ------------     ------------  ------
                                                                                          3,243,850        3,303,125    2.0

             Retail                   50,000  J.C. Penney Company Inc.                    2,315,950        2,450,000    1.4
                                      29,000  May Department Stores Co.                   1,257,489        1,290,500    0.7
                                      36,000  Sears, Roebuck & Co.                        1,208,160        1,494,000    0.9
                                                                                       ------------     ------------  ------
                                                                                          4,781,599        5,234,500    3.0

             Savings & Loan           80,000  Great Western Financial Corporation         1,685,600        1,920,000    1.1

             Transportation           35,000  Union Pacific Corp.                         1,752,100        2,331,875    1.4
<PAGE>
             Utilities--Electric      85,000  American Electric Power Co., Inc.           2,682,600        3,761,250    2.2
                                     126,000  Consolidated Edison Co. of
                                              New York, Inc.                              3,559,500        4,252,500    2.5
                                      45,000  Edison International                          705,825          832,500    0.5
                                     100,000  Houston Industries Inc.                     1,934,250        2,400,000    1.4
                                      60,000  Northern States Power Co.                   2,613,600        3,082,500    1.8
                                      25,000  Pacific Gas and Electric Company              689,250          693,750    0.4
                                      66,000  Public Service Co. of Colorado              2,137,905        2,376,000    1.4
                                      64,000  Public Service Enterprise Group, Inc.       2,245,120        2,000,000    1.2
                                     100,000  Wisconsin Energy Corp.                      2,593,500        3,150,000    1.8
                                                                                       ------------     ------------  ------
                                                                                         19,161,550       22,548,500   13.2

             Utilities--Gas &        135,000  The Brooklyn Union Gas Co.                  3,619,350        3,780,000    2.2
             Gas Pipeline             70,000  Sonat, Inc.                                 1,237,693        2,415,000    1.4
                                                                                       ------------     ------------  ------
                                                                                          4,857,043        6,195,000    3.6

             Utilities--              69,000  GTE Corp.                                   2,455,578        3,174,000    1.8
             Telecommunications       60,000  NYNEX Corp.                                 2,299,200        3,217,500    1.9
                                     100,000  Southern New England Telecommuni-
                                              cations Corp.                               3,431,713        4,000,000    2.3
                                      58,000  Sprint Corporation                          2,091,570        2,501,250    1.5
                                                                                       ------------     ------------  ------
                                                                                         10,278,061       12,892,750    7.5

                                                Total Investments in North America      122,814,247      156,371,250   91.0


                                                Total Common Stocks                     127,309,445      162,819,625   94.7


                                     Face
                                    Amount    Short-Term Securities

             Repurchase           $6,896,000  UBS Securities Inc., purchased on
             Agreements**                     1/31/1996 to yield 5.90% to 2/01/1996       6,896,000        6,896,000    4.0

             US Government         2,000,000  Federal National Mortgage Association,
             & Agency                         5.16% due 3/22/1996                         1,985,380        1,985,380    1.2
             Obligations***
                                              Total Short-Term Securities                 8,881,380        8,881,380    5.2

<PAGE>
             Total Investments                                                         $136,190,825      171,701,005   99.9
                                                                                       ============
             Other Assets Less Liabilities                                                                   120,557    0.1
                                                                                                        ------------  ------
             Net Assets                                                                                 $171,821,562  100.0%
                                                                                                        ============  ======


          <FN>
            *American Depositary Receipts (ADR).
           **Repurchase Agreements are fully collateralized by US Government &
             Agency Obligations.
          ***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.


             See Notes to Financial Statements.
</TABLE>


<TABLE>
STATEMENT OF ASSETS AND LIABILITIES
<CAPTION>
                    As of January 31, 1996
<S>                 <S>                                                                    <C>              <C>
Assets:             Investments, at value (identified cost--$136,190,825) (Note 1a)                         $171,701,005
                    Cash                                                                                          11,321
                    Receivables:
                      Dividends                                                            $    405,578
                      Beneficial interest sold                                                  178,159          583,737
                                                                                           ------------
                    Prepaid expenses and other assets (Note 1f)                                                   69,527
                                                                                                            ------------
                    Total assets                                                                             172,365,590
                                                                                                            ------------

Liabilities:        Payables:
                      Beneficial interest redeemed                                              170,033
                      Distributor (Note 2)                                                      108,099
                      Investment adviser (Note 2)                                                90,589          368,721
                                                                                           ------------
                    Accrued expenses and other liabilities                                                       175,307
                                                                                                            ------------

                    Total liabilities                                                                            544,028
                                                                                                            ------------

Net Assets:         Net assets                                                                              $171,821,562
                                                                                                            ============
<PAGE>
Net Assets          Class A Shares of beneficial interest, $0.10 par value,
Consist of:         unlimited number of shares authorized                                                   $    150,450
                    Class B Shares of beneficial interest, $0.10 par value,
                    unlimited number of shares authorized                                                        875,657
                    Class C Shares of beneficial interest, $0.10 par value,
                    unlimited number of shares authorized                                                         12,191
                    Class D Shares of beneficial interest, $0.10 par value,
                    unlimited number of shares authorized                                                        329,594
                    Paid-in capital in excess of par                                                         128,050,900
                    Undistributed investment income--net                                                         155,928
                    Undistributed realized capital gains on investments and
                    foreign currency transactions--net                                                         6,736,662
                    Unrealized appreciation on investments--net                                               35,510,180
                                                                                                            ------------
                    Net assets                                                         .                    $171,821,562
                                                                                                            ============

Net Asset           Class A--Based on net assets of $18,896,437 and 1,504,495
Value:              shares of beneficial interest outstanding                                               $      12.56
                                                                                                            ============
                    Class B--Based on net assets of $110,009,842 and 8,756,570
                    shares of beneficial interest outstanding                                               $      12.56
                                                                                                            ============
                    Class C--Based on net assets of $1,523,607 and 121,908 shares
                    of beneficial interest outstanding                                                      $      12.50
                                                                                                            ============
                    Class D--Based on net assets of $41,391,676 and 3,295,941
                    shares of beneficial interest outstanding                                               $      12.56
                                                                                                            ============

                    See Notes to Financial Statements.
</TABLE>



<TABLE>
STATEMENT OF OPERATIONS
<CAPTION>
                    For the Six Months Ended January 31, 1996
<S>                 <S>                                                                    <C>              <C>
Investment          Dividends (net of $28,229 foreign withholding tax)                                      $  3,334,300
Income              Interest and discount earned                                                                 175,806
(Notes 1d & 1e):                                                                                            ------------
                    Total income                                                                               3,510,106
                                                                                                            ------------
<PAGE>
Expenses:           Account maintenance and distribution fees--Class B (Note 2)            $    623,989
                    Investment advisory fees (Note 2)                                           498,281
                    Transfer agent fees--Class B (Note 2)                                       135,140
                    Printing and shareholder reports                                             76,161
                    Accounting services (Note 2)                                                 54,275
                    Professional fees                                                            44,787
                    Registration fees (Note 1f)                                                  41,944
                    Account maintenance fees--Class D (Note 2)                                   27,077
                    Transfer agent fees--Class D (Note 2)                                        20,042
                    Transfer agent fees--Class A (Note 2)                                        16,799
                    Custodian fees                                                               10,362
                    Trustees' fees and expenses                                                   9,652
                    Account maintenance and distribution fees--Class C (Note 2)                   5,735
                    Transfer agent fees--Class C (Note 2)                                         1,338
                    Pricing fees                                                                    382
                    Other                                                                         4,218
                                                                                           ------------
                    Total expenses                                                                             1,570,182
                                                                                                            ------------
                    Investment income--net                                                                     1,939,924
                                                                                                            ------------

Realized &          Realized gain from:
Unrealized Gain       Investments--net                                                       10,899,509
(Loss) on             Foreign currency transactions--net                                             34       10,899,543
Investments &                                                                              ------------
Foreign Currency    Change in unrealized appreciation on:
Transactions--Net     Investments--net                                                       11,991,872
(Notes 1b, 1c,        Foreign currency transactions--net                                            (44)      11,991,828
1e & 3):                                                                                   ------------     ------------
                    Net realized and unrealized gain on investments and
                    foreign currency transactions                                                             22,891,371
                                                                                                            ------------
                    Net Increase in Net Assets Resulting from Operations                                    $ 24,831,295
                                                                                                            ============

                    See Notes to Financial Statements.
</TABLE>


<TABLE>
STATEMENTS OF CHAMGES IN NET ASSETS
<CAPTION>
                                                                                           For the Six        For the
                                                                                           Months Ended      Year Ended
                                                                                           January 31,        July 31,
                    Increase (Decrease) in Net Assets:                                         1996             1995
<S>                 <S>                                                                    <C>              <C>
Operations:         Investment income--net                                                 $  1,939,924     $  4,252,093
                    Realized gain on investments and foreign currency transactions--net      10,899,543       25,348,235
                    Change in unrealized appreciation/depreciation on investments
                    and foreign currency transactions--net                                   11,991,828       (9,619,672)
                                                                                           ------------     ------------
                    Net increase in net assets resulting from operations                     24,831,295       19,980,656
                                                                                           ------------     ------------
<PAGE>
Dividends &         Investment income--net:
Distributions to      Class A                                                                  (276,378)        (668,538)
Shareholders          Class B                                                                (1,129,066)      (3,464,874)
(Note 1g):            Class C                                                                   (12,903)          (8,975)
                      Class D                                                                  (373,713)        (247,242)
                    Realized gain on investments--net:
                      Class A                                                                (2,003,328)      (2,560,061)
                      Class B                                                               (13,717,932)     (19,570,649)
                      Class C                                                                  (122,417)         (13,005)
                      Class D                                                                (2,210,481)        (470,632)
                                                                                           ------------     ------------
                    Net decrease in net assets resulting from dividends and
                    distributions to shareholders                                           (19,846,218)     (27,003,976)
                                                                                           ------------     ------------

Beneficial          Net increase (decrease) in net assets derived from beneficial
Interest            interest transactions                                                     2,429,465      (18,312,516)
Transactions                                                                               ------------     ------------
(Note 4):


Net Assets:         Total increase (decrease) in net assets                                   7,414,542      (25,335,836)
                    Beginning of period                                                     164,407,020      189,742,856
                                                                                           ------------     ------------
                    End of period*                                                         $171,821,562     $164,407,020
                                                                                           ============     ============
                   <FN>
                   *Undistributed investment income--net                                   $    155,928     $      8,064
                                                                                           ============     ============


                    See Notes to Financial Statements.
</TABLE>


<PAGE>
<TABLE>
FINANCIAL HIGHLIGHTS
<CAPTION>
                    The following per share data and ratios                                  Class A
                    have been derived from information provided      For the Six
                    in the financial statements.                     Months Ended
                                                                     January 31,       For the Year Ended July 31,
                    Increase (Decrease) in Net Asset Value:            1996++++     1995      1994      1993      1992
<S>                 <S>                                               <C>        <C>       <C>       <C>        <C>
Per Share           Net asset value, beginning of period              $  12.24   $  12.78  $  13.60  $  12.79   $  11.90
Operating                                                             --------   --------  --------  --------   --------
Performance:        Investment income--net                                 .19        .39       .41       .44        .44
                    Realized and unrealized gain (loss) on
                    investments and foreign currency
                    transactions--net                                     1.70       1.10      (.12)      .81        .93
                                                                      --------   --------  --------  --------   --------
                    Total from investment operations                      1.89       1.49       .29      1.25       1.37
                                                                      --------   --------  --------  --------   --------
                    Less dividends and distributions:
                      Investment income--net                              (.19)      (.42)     (.46)     (.44)      (.48)
                      Realized gain on investments--net                  (1.38)     (1.61)     (.65)       --         --
                                                                      --------   --------  --------  --------   --------
                    Total dividends and distributions                    (1.57)     (2.03)    (1.11)     (.44)      (.48)
                                                                      --------   --------  --------  --------   --------
                    Net asset value, end of period                    $  12.56   $  12.24  $  12.78  $  13.60   $  12.79
                                                                      ========   ========  ========  ========   ========

Total Investment    Based on net asset value per share                  16.63%+++  14.04%     2.38%    10.03%     11.96%
Return:**                                                             ========   ========  ========  ========   ========

Ratios to Average   Expenses                                             1.07%*     1.05%      .85%      .81%       .88%
Net Assets:                                                           ========   ========  ========  ========   ========
                    Investment income--net                               3.16%*     3.39%     3.42%     3.38%      3.75%
                                                                      ========   ========  ========  ========   ========

Supplemental        Net assets, end of period (in thousands)          $ 18,896   $ 18,687  $ 21,854  $ 34,228   $ 31,512
Data:                                                                 ========   ========  ========  ========   ========
                    Portfolio turnover                                  12.41%     52.69%    22.75%    25.23%     29.17%
                                                                      ========   ========  ========  ========   ========

                 <FN>
                   *Annualized.
                  **Total investment returns exclude the effect of sales loads.
                 +++Aggregate total investment return.
                  ++Based on average shares outstanding during the period.


                    See Notes to Financial Statements.
</TABLE>


<PAGE>
<TABLE>
FINANCIAL HIGHLIGHTS (concluded)
<CAPTION>
                    The following per share data and ratios                                  Class B
                    have been derived from information provided      For the Six
                    in the financial statements.                     Months Ended
                                                                     January 31,       For the Year Ended July 31,
                    Increase (Decrease) in Net Asset Value:            1996++++     1995      1994      1993      1992
<S>                 <S>                                               <C>        <C>       <C>       <C>        <C>
Per Share           Net asset value, beginning of period              $  12.23   $  12.77  $  13.59  $  12.78   $  11.88
Operating                                                             --------   --------  --------  --------   --------
Performance:        Investment income--net                                 .13        .29       .33       .31        .34
                    Realized and unrealized gain (loss) on
                    investments and foreign currency
                    transactions--net                                     1.70       1.07      (.18)      .81        .91
                                                                      --------   --------  --------  --------   --------
                    Total from investment operations                      1.83       1.36       .15      1.12       1.25
                                                                      --------   --------  --------  --------   --------
                    Less dividends and distributions:
                      Investment income--net                              (.12)      (.29)     (.32)     (.31)      (.35)
                      Realized gain on investments--net                  (1.38)     (1.61)     (.65)       --         --
                                                                      --------   --------  --------  --------   --------
                    Total dividends and distributions                    (1.50)     (1.90)     (.97)     (.31)      (.35)
                                                                      --------   --------  --------  --------   --------
                    Net asset value, end of period                    $  12.56   $  12.23  $  12.77  $  13.59   $  12.78
                                                                      ========   ========  ========  ========   ========

Total Investment    Based on net asset value per share                  16.05%+++  12.82%     1.30%     8.90%     10.85%
Return:**                                                             ========   ========  ========  ========   ========

Ratios to Average   Expenses                                             2.10%*     2.09%     1.88%     1.84%      1.91%
Net Assets:                                                           ========   ========  ========  ========   ========
                    Investment income--net                               2.18%*     2.36%     2.39%     2.37%      2.74%
                                                                      ========   ========  ========  ========   ========

Supplemental        Net assets, end of period (in thousands)          $110,010   $130,921  $167,889  $227,089   $239,048
Data:                                                                 ========   ========  ========  ========   ========
                    Portfolio turnover                                  12.41%     52.69%    22.75%    25.23%     29.17%
                                                                      ========   ========  ========  ========   ========



<CAPTION>
                                                                                      Class C               Class D
                                                                               For the    For the     For the   For the
                                                                                 Six      Period        Six     Period
                    The following per share data and ratios have been derived  Months     Oct. 21,    Months    Oct. 21,
                    from information provided in the financial statements       Ended    1994++ to     Ended   1994++ to
                    .                                                          Jan. 31,   July 31,    Jan. 31,  July 31,
                    Increase (Decrease) in Net Asset Value:                   1996++++      1995      1996++++    1995
<S>                 <S>                                                       <C>        <C>         <C>        <C>
Per Share           Net asset value, beginning of period                      $  12.20   $  11.84    $  12.24   $  11.85
Operating                                                                     --------   --------    --------   --------
Performance:        Investment income--net                                         .12        .21         .15        .26
                    Realized and unrealized gain on investments and
                    foreign currency transactions--net                            1.69       1.21        1.73       1.23
                                                                              --------   --------    --------   --------
                    Total from investment operations                              1.81       1.42        1.88       1.49
                                                                              --------   --------    --------   --------
                    Less dividends and distributions:
                      Investment income--net                                      (.13)      (.25)       (.18)      (.29)
                      Realized gain on investments--net                          (1.38)      (.81)      (1.38)      (.81)
                                                                              --------   --------    --------   --------
                    Total dividends and distributions                            (1.51)     (1.06)      (1.56)     (1.10)
                                                                              --------   --------    --------   --------
                    Net asset value, end of period                            $  12.50   $  12.20    $  12.56   $  12.24
                                                                              ========   ========    ========   ========
<PAGE>
Total Investment    Based on net asset value per share                          16.00%+++  13.30%+++   16.52%+++  13.98%+++
Return:**                                                                     ========   ========    ========   ========

Ratios to Average   Expenses                                                     2.12%*     2.19%*      1.33%*     1.38%*
Net Assets:                                                                   ========   ========    ========   ========
                    Investment income--net                                       1.95%*     1.94%*      2.52%*     2.93%*
                                                                              ========   ========    ========   ========

Supplemental        Net assets, end of period (in thousands)                  $  1,524   $    811    $ 41,392   $ 13,988
Data:                                                                         ========   ========    ========   ========
                    Portfolio turnover                                          12.41%     52.69%      12.41%     52.69%
                                                                              ========   ========    ========   ========


                   *Annualized.
                  **Total investment returns exclude the effect of sales loads.
                 +++Aggregate total investment return.
                  ++Commencement of Operations.
                ++++Based on average shares outstanding during the period.


                    See Notes to Financial Statements.
</TABLE>






NOTES TO FINANCIAL STATEMENTS

1. Significant Accounting Policies:
Merrill Lynch Strategic Dividend Fund (the "Fund") is registered
under the Investment Company Act of 1940 as a diversified, open-end
management investment company. These unaudited financial statements
reflect all adjustments which are, in the opinion of management,
necessary to a fair statement of the results for the interim period
presented. All such adjustments are of a normal recurring nature.
The Fund offers four classes of shares under the Merrill Lynch
Select Pricing SM System. Shares of Class A and Class D are sold with
a front-end sales charge. Shares of Class B and Class C may be
subject to a contingent deferred sales charge. All classes of shares
have identical voting, dividend, liquidation and other rights and
the same terms and conditions, except that Class B, Class C and
Class D Shares bear certain expenses related to the account
maintenance of such shares, and Class B and Class C Shares also bear
certain expenses related to the distribution of such shares. Each
class has exclusive voting rights with respect to matters relating
to its account maintenance and distribution expenditures. The
following is a summary of significant accounting policies followed
by the Fund.
<PAGE>
(a) Valuation of investments--Portfolio securities which are traded
on stock exchanges are valued at the last sale price on the exchange
on which such securities are traded, as of the close of business on
the day the securities are being valued or, lacking any sales, at
the last available bid price. Securities traded in the over-the-
counter market are valued at the last available bid price prior to
the time of valuation. 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 Trustees as the
primary market. Securities which are traded both in the over-the-
counter market and on a stock exchange are valued according to the
broadest and most representative market. Options written are valued
at the last sale price in the case of exchange-traded options or, in
the case of options traded in the over-the-counter market, the last
asked price. Options purchased are valued at the last sale price in
the case of exchange-traded options or, in the case of options
traded in the over-the-counter market, the last bid price. Short-
term securities are valued at amortized cost, which approximates
market value. Other investments, including futures contracts and
related options, are stated at market value. Securities and assets
for which market quotations are not available are valued at fair
value as determined in good faith by or under the direction of the
Fund's Board of Trustees.


NOTES TO FINANCIAL STATEMENTS (continued)


(b) Derivative financial instruments--The Fund may engage in various
portfolio strategies to seek to increase its return by hedging its
portfolio against adverse movements in the equity, debt and currency
markets. Losses may arise due to changes in the value of the
contract or if the counterparty does not perform under the contract.

* Financial futures contracts--The Fund may purchase or sell
interest rate futures contacts and options on such futures contracts
for the purpose of hedging the market risk on existing securities or
the intended purchase of securities. Futures contracts are contracts
for delayed delivery of securities at a specific future date and at
a specific price or yield. Upon entering into a contract, the Fund
deposits and maintains as collateral such initial margin as required
by the exchange on which the transaction is effected. Pursuant to
the contract, the Fund agrees to receive from or pay to the broker
an amount of cash equal to the daily fluctuation in value of the
contract. Such receipts or payments are known as variation margin
and are recorded by the Fund as unrealized gains or losses. When the
contract is closed, the Fund records a realized gain or loss equal
to the difference between the value of the contract at the time it
was opened and the value at the time it was closed.
<PAGE>
* Foreign currency options and futures--The Fund may also purchase
or sell listed or over-the-counter foreign currency options, foreign
currency futures and related options on foreign currency futures as
a short or long hedge against possible variations in foreign
exchange rates. Such transactions may be effected with respect to
hedges on non-US dollar denominated securities owned by the Fund,
sold by the Fund but not yet delivered, or committed or anticipated
to be purchased by the Fund.

* Forward foreign exchange contracts--The Fund is authorized to
enter into forward foreign exchange contracts as a hedge against
either specific transactions or portfolio positions. Such contracts
are not entered on the Fund's records. However, the effect on
operations is recorded from the date the Fund enters into such
contracts. Premium or discount is amortized over the life of the
contracts.

* Options--The Fund is authorized to write and purchase put and call
options. When the Fund writes an option, an amount equal to the
premium received by the Fund is reflected as an asset and an
equivalent liability. The amount of the liability is subsequently
marked to market to reflect the current market value of the option
written. When a security is purchased or sold through an exercise of
an option, the related premium paid (or received) is added to (or
deducted from) the basis of the security acquired or deducted from
(or added to) the proceeds of the security sold. When an option
expires (or the Fund enters into a closing transaction), the Fund
realizes a gain or loss on the option to the extent of the premiums
received or paid (or gain or loss to the extent the cost of the
closing transaction exceeds the premium paid or received).

Written and purchased options are non-income producing investments.

(c) Foreign currency transactions--Transactions denominated in
foreign currencies are recorded at the exchange rate prevailing when
recognized. Assets and liabilities denominated in foreign currencies
are valued at the exchange rate at the end of the period. Foreign
currency transactions are the result of settling (realized) or
valuing (unrealized) assets or liabilities expressed in foreign
currencies into US dollars. Realized and unrealized gains or losses
from investments include the effects of foreign exchange rates on
investments.

(d) Income taxes--It is the Fund's policy to comply with the
requirements of the Internal Revenue Code applicable to regulated
investment companies and to distribute substantially all of its
taxable income to its shareholders. Therefore, no Federal income tax
provision is required. Under the applicable foreign tax law, a
withholding tax may be imposed on interest, dividends, and capital
gains at various rates.
<PAGE>
(e) Security transactions and investment income--Security
transactions are recorded on the dates the transactions are entered
into (the trade dates). Dividend income is recorded on the ex-
dividend date, except that if the ex-dividend date has passed,
certain dividends from foreign securities are recorded as soon as
the Fund is informed of the ex-dividend date. Interest income
(including amortization of discount) is recognized on the accrual
basis. Realized gains and losses on security transactions are
determined on the identified cost basis.

(f) Prepaid registration fees--Prepaid registration fees are charged
to expense as the related shares are issued.

(g) Dividends and distributions--Dividends and distributions paid by
the Fund are recorded on the ex-dividend dates.


2. Investment Advisory Agreement and Transactions
with Affiliates:
The Fund has entered into an Investment Advisory Agreement with
Merrill Lynch Asset Management, L.P. ("MLAM"). The general partner
of MLAM is Princeton Services, Inc. ("PSI"), an indirect wholly-
owned subsidiary of Merrill Lynch & Co., Inc. ("ML & Co."), which is
the limited partner. The Fund has also entered into a Distribution
Agreement and Distribution Plans with Merrill Lynch Funds
Distributor, Inc. ("MLFD" or "Distributor"), a wholly-owned
subsidiary of Merrill Lynch Group, Inc.

MLAM is responsible for the management of the Fund's portfolio and
provides the necessary personnel, facilities, equipment and certain
other services necessary to the operations of the Fund. For such
services, the Fund pays a monthly fee of 0.60%, on an annual basis,
of the average daily value of the Fund's net assets. The Investment
Advisory Agreement obligates MLAM to reimburse the Fund to the
extent the Fund's expenses (excluding interest, taxes, distribution
fees, brokerage fees and commissions, and extraordinary items)
exceed 2.5% of the Fund's first $30 million of average daily net
assets, 2.0% of the next $70 million of average daily net assets,
and 1.5% of the average daily net assets in excess thereof. No fee
payment will be made to MLAM during any fiscal year which will cause
such expenses to exceed the pro rata expense limitation at the time
of such payment.
<PAGE>
Pursuant to the distribution plans (the "Distribution Plans")
adopted by the Fund in accordance with Rule 12b-1 under the
Investment Company Act of 1940, the Fund pays the Distributor
ongoing account maintenance and distribution fees. The fees are
accrued daily and paid monthly at annual rates based upon the
average daily net assets of the shares as follows:


                                          Account      Distribution
                                      Maintenance Fee      Fee

Class B                                     0.25%          0.75%
Class C                                     0.25%          0.75%
Class D                                     0.25%           --


Pursuant to a sub-agreement with the Distributor, Merrill Lynch,
Pierce, Fenner & Smith Inc. ("MLPF&S"), a subsidiary of ML & Co.,
also provides account maintenance and distribution services to the
Fund. The ongoing account maintenance fee compensates the
Distributor and MLPF&S for providing account maintenance services to
Class B, Class C and Class D shareholders. The ongoing distribution
fee compensates the Distributor and MLPF&S for providing shareholder
and distribution-related services to Class B and Class C
shareholders.

For the six months ended January 31, 1996, MLFD earned
underwriting discounts and MLPF&S earned dealer concessions
on sales of the Fund's Class A and Class D Shares as follows:


                                         MLFD         MLPF&S

Class A                                  $197         $2,938
Class D                                  $611         $6,941


For the six months ended January 31, 1996, MLPF&S received
contingent deferred sales charges of $39,329 and $475 relating to
transactions in Class B and Class C Shares, respectively.

In addition, MLPF&S received $13,020 in commissions on the execution
of portfolio security transactions for the Fund for the six months
ended January 31, 1996.

Merrill Lynch Financial Data Services, Inc. ("MLFDS"), a wholly-
owned subsidiary of ML & Co., is the Fund's transfer agent.

Accounting services are provided to the Fund by MLAM at cost.

Certain officers and/or trustees of the Fund are officers and/or
directors of MLAM, PSI, MLPF&S, MLFDS, MLFD, and/or ML & Co.
<PAGE>
3. Investments:
Purchases and sales of investments, excluding short-term securities,
for the six months ended January 31, 1996 were $19,780,804 and
$38,519,767, respectively.

Net realized and unrealized gains as of January 31, 1996 were as
follows:


                                     Realized     Unrealized
                                      Gains         Gains

Long-term investments             $10,899,486    $35,510,180
Short-term investments                     23             --
Foreign currency transactions              34             --
                                  -----------    -----------
Total                             $10,899,543    $35,510,180
                                  ===========    ===========


As of January 31, 1996, net unrealized appreciation for Federal
income tax purposes aggregated $35,510,180, of which $36,284,577
related to appreciated securities and $774,397 related to
depreciated securities. At January 31,1996, the aggregate cost of
investments for Federal income tax purposes was $136,190,825.

4. Shares of Beneficial Interest:
Net increase (decrease) in net assets derived from beneficial
interest transactions was $2,429,465 and $(18,312,516) for the six
months ended January 31, 1996 and for the year ended July 31, 1995,
respectively.


NOTES TO FINANCIAL STATEMENTS (concluded)


Transactions in shares of beneficial interest for each class were as
follows:


Class A Shares for the Six Months                   Dollar
Ended January 31, 1996                Shares        Amount

Shares sold                            55,458   $    677,263
Shares issued to shareholders in
reinvestment of dividends and
distributions                         161,801      1,902,464
                                  -----------   ------------
Total issued                          217,259      2,579,727
Shares redeemed                      (239,639)    (2,932,310)
                                  -----------   ------------
Net decrease                          (22,380)  $   (352,583)
                                  ===========   ============
<PAGE>


Class A Shares for the Year                         Dollar
Ended July 31, 1995                   Shares        Amount

Shares sold                           181,563   $  2,155,978
Shares issued to shareholders in
reinvestment of dividends and
distributions                         222,923      2,499,626
                                  -----------   ------------
Total issued                          404,486      4,655,604
Shares redeemed                      (587,662)    (7,012,619)
                                  -----------   ------------
Net decrease                         (183,176)  $ (2,357,015)
                                  ===========   ============



Class B Shares for the Six Months                   Dollar
Ended January 31, 1996                Shares        Amount

Shares sold                           458,248   $  5,592,189
Shares issued to shareholders in
reinvestment of dividends and
distributions                       1,021,039     11,996,889
                                  -----------   ------------
Total issued                        1,479,287     17,589,078
Shares redeemed                    (1,267,040)   (15,418,807)
Automatic conversion of shares     (2,156,702)   (26,716,760)
                                  -----------   ------------
Net decrease                       (1,944,455)  $(24,546,489)
                                  ===========   ============



Class B Shares for the Year                         Dollar
Ended July 31, 1995                   Shares        Amount

Shares sold                         1,056,552   $ 12,463,967
Shares issued to shareholders in
reinvestment of dividends and
distributions                       1,658,976     18,600,026
                                  -----------   ------------
Total issued                        2,715,528     31,063,993
Shares redeemed                    (3,932,552)   (46,733,450)
Automatic conversion of shares     (1,228,326)   (14,212,015)
                                  -----------   ------------
Net decrease                       (2,445,350)  $(29,881,472)
                                  ===========   ============
<PAGE>


Class C Shares for the Six Months                   Dollar
Ended January 31, 1996                Shares        Amount

Shares sold                            64,592   $    787,921
Shares issued to shareholders in
reinvestment of dividends and
distributions                           8,325         97,650
                                  -----------   ------------
Total issued                           72,917        885,571
Shares redeemed                       (17,500)      (212,448)
                                  -----------   ------------
Net increase                           55,417   $    673,123
                                  ===========   ============



Class C Shares for the Period                       Dollar
October 21, 1994++ to July 31, 1995   Shares        Amount

Shares sold                            76,521   $    887,173
Shares issued to shareholders in
reinvestment of dividends and
distributions                             963         10,674
                                  -----------   ------------
Total issued                           77,484        897,847
Shares redeemed                       (10,993)      (128,548)
                                  -----------   ------------
Net increase                           66,491   $    769,299
                                  ===========   ============

[FN]
++Commencement of Operations.



Class D Shares for the Six Months                   Dollar
Ended January 31, 1996                Shares        Amount

Shares sold                           294,634   $  3,635,024
Automatic conversion of shares      2,153,981     26,716,760
Shares issued to shareholders in
reinvestment of dividends and
distributions                         180,345      2,138,177
                                  -----------   ------------
Total issued                        2,628,960     32,489,961
Shares redeemed                      (475,656)    (5,834,547)
                                  -----------   ------------
Net increase                        2,153,304   $ 26,655,414
                                  ===========   ============
<PAGE>


Class D Shares for the Period                       Dollar
October 21, 1994++ to July 31, 1995   Shares        Amount

Shares sold                           118,404  $   1,359,401
Automatic conversion of shares      1,226,771     14,212,015
Shares issued to shareholders in
reinvestment of dividends and
distributions                          54,447        595,598
                                  -----------   ------------
Total issued                        1,399,622     16,167,014
Shares redeemed                      (256,985)    (3,010,342)
                                  -----------   ------------
Net increase                        1,142,637   $ 13,156,672
                                  ===========   ============

[FN]
++Commencement of Operations.





PORTFOLIO CHANGES


For the Quarter Ended January 31, 1996

Additions

Edison International
Ford Motor Company
J.C. Penney Company, Inc.
Pacific Gas and Electric Company
United Technologies Corporation
Weyerhauser Company


Deletions

Federal Paper Board, Inc.
NICOR, Inc.



<PAGE>
PORTFOLIO INFORMATION


As of January 31, 1996

                                                     Percent of
Ten Largest Common Stock Holdings                    Net Assets

General Electric Co.                                       2.9%
Consolidated Edison Co. of New York, Inc.                  2.5
du Pont (E.I.) de Nemours & Co.                            2.5
Ohio Casualty Corp.                                        2.4
Southern New England Telecommunications Corp.              2.3
The Chase Manhattan Corp.                                  2.2
The Brooklyn Union Gas Co.                                 2.2
American Electric Power Co., Inc.                          2.2
American General Corp.                                     2.1
Bristol-Myers Squibb Co.                                   2.1






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