MERRILL LYNCH STRATEGIC DIVIDEND FUND
N-30D, 1998-03-20
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MERRILL LYNCH 
STRATEGIC 
DIVIDEND FUND



[FUND LOGO]
STRATEGIC
          Performance



Semi-Annual Report

January 31, 1998



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
Walter D. Rogers, Senior Vice President and
   Portfolio Manager
Donald C. Burke, Vice President
Gerald M. Richard, Treasurer
Thomas D. Jones, III, Secretary

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
Strategic Dividend Fund
Box 9011
Princeton, NJ
08543-9011                                            #10561 -- 1/98



[RECYCLE LOGO] 
Printed on post-consumer recycled paper



MERRILL LYNCH STRATEGIC DIVIDEND FUND

[GRAPHIC OMITTED: PIE CHART OF SECURITY REPRESENTATION AS A 
PERCENTAGE OF EQUITIES AS OF JANUARY 31, 1998]

Security
Representation as a 
Percentage of
Equities as of
January 31, 1998


Utilities                         30.4%
Capital Goods                     13.4%
Energy                            10.5%
Financial Services                19.7%
Consumer                          18.2%
Basic Industries                   7.8%

US Common Stock
Investments as of
January 31, 1998

                                                           S&P
                                          Fund             500*

Average Capitalization (in billions)     $22.2           $54.4
Price/Book Value                           3.3             3.9
Price/Earnings Ratio**                    18.3            22.1
Yield Based on Current Dividend            3.3%            1.6%

 * An unmanaged broad-based index comprised of common stocks.
** Based on trailing 12-month earnings.



              Merrill Lynch Strategic Dividend Fund, January 31, 1998

DEAR SHAREHOLDER

Volatility continued to highlight stock and bond markets worldwide 
during the quarter ended January 31, 1998. The initial focus of 
investor concerns was the widening financial crisis in Asia. In the 
wake of a series of currency devaluations, many emerging economies are 
facing the challenges of higher interest rates, slowing economic 
growth and declining corporate earnings. Although the announcement of 
International Monetary Fund (IMF) loan packages to Thailand, Indonesia 
and South Korea initially reassured investors, the stringent terms of 
the loans and their potential negative impact on these already 
beleaguered economies are now being called into question. In Japan, 
the failure of several major financial institutions has undermined the 
prospects for economic recovery.

As developments in Asia continue to unfold, US equity investors are 
trying to gauge the impact of poorer Asian economic prospects on 
multinational corporations. Although there have been periods of rising 
share prices, investor confidence has not been definitively restored. 
The US bond market benefited from a "flight to quality" as investors 
anticipated slower economic growth, but the release of stronger-than-
expected economic statistics also prompted periods of declining bond 
prices.

As 1998 progresses, investors are likely to continue to focus on the 
prospects for the US economy within the context of international 
developments. The uncertainties created by the ongoing developments in 
Asia -- combined with the absence of inflationary pressures and the 
prospect of a balanced Federal budget -- have kept monetary policy "on 
hold" for the present. It remains to be seen whether the trends of 
moderate economic growth and low inflation will continue, which would 
make it unlikely that the Federal Reserve Board would tighten monetary 
policy early in the new year.

Portfolio Matters
For the three months ended January 31, 1998, Merrill Lynch Strategic 
Dividend Fund's Class A, Class B, Class C and Class D Shares had total 
returns of +5.11%, +4.82%, +4.87% and +4.97%, respectively. (Results 
shown do not reflect sales charges; results 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.) The Fund underperformed the +7.62% total return for the 
unmanaged Standard & Poor's 500 Index (S&P 500) and modestly 
underperformed the +5.44% return of the Lipper Equity Income Funds 
Average. However, the Fund performed in line with the +5.10% total 
return for the 200 highest-yielding stocks in the S&P 500. 

The January quarter was marked by financial and economic turmoil in 
Asian markets. As concerns about the stability of many of the Asian 
economies mounted and growth prospects for those markets were scaled 
back, stocks of US companies with real or perceived exposure to those 
markets suffered the sharpest corrections in their share prices. 
Holdings in the basic industrial, energy, capital goods and banking 
sectors posted the sharpest declines in market values. The Fund's 
exposure to these sectors accounted for 30% of net assets. The balance 
of the Fund's holdings posted favorable relative results when compared 
to the overall market. Our holdings in the telecommunications sector 
posted particularly strong returns. Holdings in the consumer and 
electric utility sectors also produced good relative results. 
Combined, the sectors with positive relative performance accounted for 
41% of the Fund's net assets.

Of the Fund's 74 equity holdings at January quarter-end, 95% had 
dividend yields above the yield of the S&P 500. The Fund's 3.3% gross 
dividend yield was more than double the 1.6% yield of the S&P 500. We 
continued to focus our investment activities in the January quarter on 
systematically increasing the overall yield of the Fund's holdings. We 
believe the two highest-yielding strata of the market offer many 
attractively valued investment opportunities.

Transactions in the January quarter included initiating positions in 
eleven new investments and increasing our investment in one existing 
holding. We eliminated the stocks of nine companies because we 
believed they offered limited upside potential and reduced our 
investments in ten others, largely realizing capital gains. We 
initiated investments in four bank holding companies, three electric 
utilities, two telecommunications companies and two food manufacturing 
companies.

We eliminated the shares of three banking companies: Barnett Banks, 
Inc., CoreStates Financial Corp. and First Commerce Corp. All three 
companies announced agreements to merge with other larger 
institutions, resulting in significant appreciation in their market 
values. To maintain our weighting in this industry group we acquired 
the shares of The Bank of New York Company, Inc., Crestar Financial 
Corporation, National City Corporation and State Street Corporation. 
We believe the shares of all four banking companies offer attractive 
long-term total return potential. We took partial profits in our 
investment in Bankers Trust New York Corp. and eliminated our small 
investment in Uniao de Bancos Brasileiros S.A. (Unibanco), a Brazilian 
bank holding company. 

We added three electric utilities: Central and South West Corporation, 
Entergy Corporation and PECO Energy Company. In addition to offering 
very attractive dividend yields, all three companies have also 
announced restructuring plans that should pave the way for stock price 
appreciation over the longer term. We also added two 
telecommunications stocks that we believed offered attractive total 
returns, Ameritech Corporation and Frontier Corporation. We took 
partial profits in our investment in Southern New England 
Telecommunications Corp. after the company agreed to be acquired by 
SBC Communications. Finally, we increased our weighting in the 
consumer sector by initiating investments in the shares of General 
Mills, Inc. and Quaker Oats Company, two food companies, and adding to 
our holding in American Home Products Corp., a pharmaceutical company.

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 in our upcoming quarterly report to shareholders.

Sincerely,

/S/ARTHUR ZEIKEL
Arthur Zeikel
President

/S/WALTER D. ROGERS
Walter D. Rogers
Senior Vice President and Portfolio Manager

March 9, 1998



PORTFOLIO INFORMATION

As of January 31, 1998

                                                      Percent of
Ten Largest Common Stock Holdings                     Net Assets

Bristol-Myers Squibb Co.                                 2.7%
American General Corp.                                   2.7
Ohio Casualty Corp.                                      2.5
American Home Products Corp.                             2.4
Ford Motor Company                                       2.2
Bell Atlantic Corp.                                      2.1
American Electric Power Co., Inc.                        2.1
Boston Edison Company                                    2.0
Southern New England Telecommunications Corp.            2.0
PECO Energy Company                                      1.9



PERFORMANCE DATA 

About Fund 
Performance

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

[bullet] 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.

[bullet] 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. (There is no initial sales 
charge for automatic share conversions.)
     
[bullet] 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.
     
[bullet] 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 repre-sentation 
of future performance. Figures shown in the "Average Annual Total 
Return" tables as well as the total returns and cumulative total 
returns in the "Performance Summary" tables assume reinvestment of all 
dividends and capital gains distributions at net asset value on the 
ex-dividend date. 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>
<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>

11/29/88 -- 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
1996                      12.22            12.68                1.232                  0.527                 +19.08
1997                      12.68            14.67                1.203                  0.396                 +28.51
1/1/98 -- 1/31/98         14.67            14.62                  --                     --                  - 0.34
                                                         Total $6.125           Total $4.776
                                                                    Cumulative total return as of 1/31/98:  +226.55%**

 * Figures may include short-term capital gains distributions.
** Figures do not include sales charge; results would be lower if sales charge was included.

</TABLE>



<TABLE>
<CAPTION>


Performance
Summary -- 
Class B Shares

                              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
1996                      12.24            12.69                1.232                  0.391                 +17.71
1997                      12.69            14.70                1.203                  0.244                 +27.32
1/1/98 -- 1/31/98         14.70            14.63                  --                     --                  - 0.48
                                                         Total $6.251           Total $3.954
                                                                    Cumulative total return as of 1/31/98:  +233.26%**

 * Figures may include short-term capital gains distributions.
** Figures do not reflect deduction of any sales charge; results would be lower if sales charge was deducted.

</TABLE>



<TABLE>
<CAPTION>


Performance
Summary -- 
Class C Shares

                              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
1996                      12.17            12.61                1.232                  0.400                 +17.82
1997                      12.61            14.58                1.203                  0.249                 +27.21
1/1/98 -- 1/31/98         14.58            14.52                  --                     --                  - 0.41
                                                         Total $4.542           Total $1.115
                                                                     Cumulative total return as of 1/31/98:  +90.98%**

 * Figures may include short-term capital gains distributions.
** Figures do not reflect deduction of any sales charge; results would be lower if sales charge was deducted.

</TABLE>



<TABLE>
<CAPTION>


Performance
Summary -- 
Class D Shares

                              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
1996                      12.22            12.68                1.232                  0.496                 +18.79
1997                      12.68            14.67                1.203                  0.362                 +28.21
1/1/98 -- 1/31/98         14.67            14.61                  --                     --                  - 0.41
                                                         Total $4.542           Total $1.412
                                                                     Cumulative total return as of 1/31/98:  +95.99%**

 * Figures may include short-term capital gains distributions.
** Figures  do not include sales charge; results would be lower if sales charge was included.

</TABLE>



<TABLE>
<CAPTION>


Recent
Performance
Results

                                                                                                         12 Month       3 Month
                                                              1/31/98       10/31/97       1/31/97       % Change       % Change
<S>                                                          <C>            <C>           <C>           <C>            <C>

ML Strategic Dividend Fund Class A Shares*                    $14.62         $14.30        $13.09        +20.76%(1)     +4.51%(2)
ML Strategic Dividend Fund Class B Shares*                     14.63          14.31         13.10        +20.73(1)      +4.50(2)
ML Strategic Dividend Fund Class C Shares*                     14.52          14.20         13.01        +20.73(1)      +4.54(2)
ML Strategic Dividend Fund Class D Shares*                     14.61          14.30         13.09        +20.68(1)      +4.43(2)
Standard & Poor's 500 Index**                                 980.28         914.62        786.16        +24.69         +7.18
ML Strategic Dividend Fund Class A Shares -- Total Return*                                               +24.06(3)      +5.11(4)
ML Strategic Dividend Fund Class B Shares -- Total Return*                                               +22.75(5)      +4.82(6)
ML Strategic Dividend Fund Class C Shares -- Total Return*                                               +22.79(7)      +4.87(8)
ML Strategic Dividend Fund Class D Shares -- Total Return*                                               +23.69(9)      +4.97(10)
Standard & Poor's 500 Index -- Total Return**                                                            +26.89         +7.62

  *  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 $1.203 per share capital gains distributions.
(2)  Percent change includes reinvestment of $0.323 per share capital gains distributions.
(3)  Percent change includes reinvestment of $0.396 per share ordinary income dividends and $1.203 per share capital gains
     distributions.
(4)  Percent change includes reinvestment of $0.086 per share ordinary income dividends and $0.323 per share capital gains
     distributions.
(5)  Percent change includes reinvestment of $0.244 per share ordinary income dividends and $1.203 per share capital gains
     distributions.
(6)  Percent change includes reinvestment of $0.046 per share ordinary income dividends and $0.323 per share capital gains
     distributions.
(7)  Percent change includes reinvestment of $0.249 per share ordinary income dividends and $1.203 per share capital gains
     distributions.
(8)  Percent change includes reinvestment of $0.048 per share ordinary income dividends and $0.323 per share capital gains
     distributions.
(9)  Percent change includes reinvestment of $0.362 per share ordinary income dividends and $1.203 per share capital gains
     distributions.
(10) Percent change includes reinvestment of $0.077 per share ordinary income dividends and $0.323 per share capital gains
     distributions.

</TABLE>



Average Annual
Total Return


                                  % Return Without      % Return With
                                    Sales Charge        Sales Charge**
Class A Shares*
Year Ended 12/31/97                   +28.51%              +21.77%
Five Years Ended 12/31/97             +17.08               +15.83
Inception (11/29/88) through
12/31/97                              +13.95               +13.28

 * Maximum sales charge is 5.25%.
** Assuming maximum sales charge.


                                     % Return             % Return
                                   Without CDSC          With CDSC**
Class B Shares*
Year Ended 12/31/97                   +27.32%              +23.32%
Five Years Ended 12/31/97             +15.88               +15.88
Ten Years Ended 12/31/97              +12.77               +12.77

 * 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 12/31/97                   +27.21%              +26.21%
Inception (10/21/94) through 
12/31/97                              +22.61               +22.61

 * 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*
Year Ended 12/31/97                   +28.21%              +21.48%
Inception (10/21/94) through 
12/31/97                              +23.61               +21.54

 * Maximum sales charge is 5.25%.
** Assuming maximum sales charge.



<TABLE>
<CAPTION>


SCHEDULE OF INVESTMENTS                                                                                    (in US dollars)

                                         Shares                                                    Value       Percent of
EUROPE               Industries           Held              Common Stocks              Cost      (Note 1a)     Net Assets
<S>            <C>                      <C>        <C>                               <C>        <C>              <C>

Netherlands     Oil -- International     60,000     Royal Dutch Petroleum PLC (NY
                                                    Registered Shares)                $883,990    $3,075,000        1.5%
                                                                                  ------------  ------------     ------
                                                    Total Investments in the 
                                                    Netherlands                        883,990     3,075,000        1.5
                                                                                  ============  ============     ======

United Kingdom  Oil -- International     30,000     British Petroleum Co. PLC 
                                                    (ADR)*                           1,328,520     2,409,375        1.2
                                                                                  ------------  ------------     ------
                                                    Total Investments in the 
                                                    United Kingdom                   1,328,520     2,409,375        1.2
                                                                                  ============  ============     ======
                                                    Total Investments in Europe      2,212,510     5,484,375        2.7
                                                                                  ============  ============     ======

NORTH 
AMERICA

United States   Aerospace & Defense      28,000     Rockwell International Corp.     1,365,320     1,564,500        0.8
                                         60,000     TRW Inc.                         1,663,738     3,052,500        1.5
                                                                                  ------------  ------------     ------
                                                                                     3,029,058     4,617,000        2.3

                Automobiles              85,000     Ford Motor Company               2,416,975     4,335,000        2.2
                                         50,000     General Motors Corp.             2,290,947     2,896,875        1.4
                                                                                  ------------  ------------     ------
                                                                                     4,707,922     7,231,875        3.6

                Automotive Equipment &   72,000     Arvin Industries, Inc.           1,656,934     2,484,000        1.2
                Tires                    50,000     Cooper Tire and Rubber Company   1,202,300     1,203,125        0.6
                                         60,000     Dana Corp.                       1,649,850     3,007,500        1.5
                                                                                  ------------  ------------     ------
                                                                                     4,509,084     6,694,625        3.3

                Banks                    39,000     The Bank of New York Company,
                                                    Inc.                             1,989,838     2,113,313        1.0
                                         10,000     Bankers Trust New York Corp.       709,031     1,043,125        0.5
                                         38,000     Crestar Financial Corporation    1,964,030     1,995,000        1.0
                                         10,000     J.P. Morgan & Co., Inc.            897,556     1,011,875        0.5
                                         46,000     Mellon Bank Corp.                  990,205     2,777,250        1.4
                                         34,500     Mercantile Bancorp.              1,002,055     1,742,250        0.9
                                         30,000     National City Corporation        2,011,800     1,805,625        0.9
                                         32,000     State Street Corporation         1,952,758     1,792,000        0.9
                                                                                  ------------  ------------     ------
                                                                                    11,517,273    14,280,438        7.1

                Business Services        52,000     Dun & Bradstreet Corp.           1,505,435     1,657,500        0.8

                Capital Goods            38,000     Cooper Industries, Inc.          2,036,029     2,016,375        1.0
                                         40,000     General Electric Co.               966,225     3,100,000        1.5
                                         60,000     Harris Corporation               2,600,982     2,857,500        1.4
                                         70,000     The Manitowoc Company, Inc.        861,311     2,380,000        1.2
                                         28,000     Minnesota Mining & 
                                                    Manufacturing Co.                1,608,098     2,338,000        1.2
                                         68,000     Ogden Corporation                1,531,759     1,704,250        0.9
                                                                                  ------------  ------------     ------
                                                                                     9,604,404    14,396,125        7.2

                Chemicals                23,000     The Dow Chemical Co.             1,369,880     2,070,000        1.0
                                         61,400     E.I. du Pont de Nemours & Co.    2,060,442     3,476,775        1.8
                                                                                  ------------  ------------     ------
                                                                                     3,430,322     5,546,775        2.8

                Drugs                    50,000     American Home Products Corp.     3,031,175     4,771,875        2.4
                                         55,000     Bristol-Myers Squibb Co.         1,255,753     5,482,813        2.7
                                                                                  ------------  ------------     ------
                                                                                     4,286,928    10,254,688        5.1

                Engineering & 
                Construction             37,000     Foster Wheeler Corp.             1,380,470       888,000        0.4

                Financial Services       35,000     Beneficial Corp.                 1,352,468     2,716,875        1.3

                Foods                    40,000     General Mills, Inc.              2,938,894     2,977,500        1.5
                                         55,000     Quaker Oats Company              2,983,189     2,956,250        1.5
                                                                                  ------------  ------------     ------
                                                                                     5,922,083     5,933,750        3.0

                Household Products       24,000     The Clorox Co.                     728,490     1,839,000        0.9

                Insurance                95,000     American General Corp.           1,961,793     5,355,625        2.7
                                         30,000     Lincoln National Corp.           1,275,150     2,270,625        1.1
                                        110,000     Ohio Casualty Corp.              3,512,187     4,977,500        2.5
                                                                                  ------------  ------------     ------
                                                                                     6,749,130    12,603,750        6.3

                Merchandising            50,000     J.C. Penney Company, Inc.        2,315,950     3,368,750        1.7
                                         29,000     May Department Stores Co.        1,140,994     1,524,313        0.7
                                                                                  ------------  ------------     ------
                                                                                     3,456,944     4,893,063        2.4

                Metals                   55,000     Carpenter Technology Corp.       1,747,599     2,389,062        1.2

                Oil -- Domestic          28,000     Atlantic Richfield Co.           1,584,596     2,082,500        1.0
                                         90,000     Occidental Petroleum Corp.       2,323,525     2,295,000        1.2
                                         50,000     Phillips Petroleum Co.           1,731,105     2,200,000        1.1
                                                                                  ------------  ------------     ------
                                                                                     5,639,226     6,577,500        3.3

                Oil -- International     40,000     Exxon Corp.                      1,189,846     2,372,500        1.2
                                         40,000     Mobil Corp.                        915,150     2,725,000        1.4
                                         50,000     Texaco Inc.                      1,177,506     2,603,125        1.3
                                                                                  ------------  ------------     ------
                                                                                     3,282,502     7,700,625        3.9

                Paper & Forest Products  66,000     Union Camp Corp.                 3,963,011     3,774,375        1.9
                                         60,000     Weyerhaeuser Co.                 2,666,100     2,988,750        1.5
                                                                                  ------------  ------------     ------
                                                                                     6,629,111     6,763,125        3.4

                Photography              20,000     Eastman Kodak Co.                  812,344     1,305,000        0.6

                Real Estate Investment   38,000     Apartment Investment & 
                Trusts                              Management Co. (Class A)         1,201,028     1,410,750        0.7
                                         25,000     Avalon Properties, Inc.            519,181       735,937        0.4
                                         63,000     Crescent Real Estate Equities
                                                    Company                          1,991,111     2,212,875        1.1
                                         35,000     Essex Property Trust, Inc.         854,486     1,205,312        0.6
                                         30,000     Mack-Cali Realty Corporation (a) 1,126,800     1,209,375        0.6
                                         30,000     Patriot American Hospitality, 
                                                    Inc.                               394,148       768,750        0.4
                                                                                  ------------  ------------     ------
                                                                                     6,086,754     7,542,999        3.8

                Utilities -- Electric    85,000     American Electric Power Co.,
                                                    Inc.                             2,682,600     4,191,563        2.1
                                        106,000     Boston Edison Company            2,656,360     3,948,500        2.0
                                         60,000     Central and South West 
                                                    Corporation                      1,598,600     1,623,750        0.8
                                         63,000     Consolidated Edison Co. of New
                                                    York, Inc.                       1,779,750     2,602,687        1.3
                                        105,000     Edison International, Inc.       1,759,425     2,821,875        1.4
                                         60,000     Entergy Corporation              1,689,850     1,717,500        0.9
                                         50,000     Long Island Lighting Co.         1,120,500     1,456,250        0.7
                                         66,000     New Century Energies, Inc.       2,137,905     3,007,125        1.5
                                         60,000     Northern States Power Co.        2,613,600     3,217,500        1.6
                                        200,000     PECO Energy Company              3,948,520     3,787,500        1.9
                                                                                  ------------  ------------     ------
                                                                                    21,987,110    28,374,250       14.2

                Utilities -- Gas &       40,000     Consolidated Natural Gas Co.     1,805,775     2,172,500        1.1
                Gas Pipeline             48,000     KN Energy, Inc.                  1,996,896     2,412,000        1.2
                                         50,000     Sonat Inc.                         882,073     2,184,375        1.1
                                                                                  ------------  ------------     ------
                                                                                     4,684,744     6,768,875        3.4

                Utilities --             78,000     Ameritech Corporation            3,008,168     3,349,125        1.7
                Telecommunications       46,080     Bell Atlantic Corp.              2,299,200     4,265,280        2.1
                                        120,000     Frontier Corporation             3,101,508     3,127,500        1.6
                                         40,000     GTE Corp.                        1,429,930     2,182,500        1.1
                                         60,000     Southern New England 
                                                    Telecommunications Corp.         2,086,245     3,907,500        2.0
                                         55,000     U S West Communications Group,
                                                    Inc.                             1,852,675     2,646,875        1.3
                                                                                  ------------  ------------     ------
                                                                                    13,777,726    19,478,780        9.8

                Utilities -- Water       76,000     American Water Works Co., Inc.   1,429,750     2,052,000        1.0
                                                                                  ------------  ------------     ------
                                                    Total Investments in North 
                                                    America                        128,256,877   182,505,680       91.1
                                                                                  ============  ============     ======
                                                    Total Common Stocks            130,469,387   187,990,055       93.8
                                                                                  ============  ============     ======

<CAPTION>

                                         Face
                                        Amount              Short-Term Securities
<S>            <C>                  <C>            <C>                              <C>           <C>             <C>
                Repurchase           $9,870,000     UBS Securities Inc., purchased
                Agreements**                        on 1/30/1998 to yield 5.59% to
                                                    2/02/1998                        9,870,000     9,870,000        4.9

                US Government         5,000,000     Federal Farm Credit Bank,
                Agency Obligations***               5.37% due 2/09/1998              4,992,541     4,992,541        2.5
                                      2,000,000     Federal Home Loan Mortgage
                                                    Corp., 5.57% due 2/02/1998       1,999,072     1,999,072        1.0
                                                                                  ------------  ------------     ------
                                                                                     6,991,613     6,991,613        3.5
                                                                                  ------------  ------------     ------
                                                    Total Short-Term Securities     16,861,613    16,861,613        8.4
                                                                                  ============  ============     ======
                Total Investments                                                 $147,331,000   204,851,668      102.2
                                                                                  ============
                Liabilities in Excess of Other Assets                                             (4,501,314)      (2.2)
                                                                                                ------------     ------
                Net Assets                                                                      $200,350,354      100.0%
                                                                                                ============     ======

              * American Depositary Receipts (ADR).
             ** Repurchase Agreements are fully collateralized by US Government & Agency Obligations.
            *** 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) Formerly Cali Realty Corp.

                See Notes to Financial Statements.

</TABLE>



<TABLE>
<CAPTION>


STATEMENT OF ASSETS AND LIABILITIES

               As of January 31, 1998
<S>           <C>                                                                          <C>                  <C>

Assets:        Investments, at value (identified cost -- $147,331,000) (Note 1a)                                 $204,851,668 
               Cash                                                                                                     1,828 
               Receivables:
               Dividends                                                                    $527,296
               Beneficial interest sold                                                      327,972                  855,268 
                                                                                        ------------
               Prepaid registration fees and other assets (Note 1g)                                                    49,925 
                                                                                                                 ------------
               Total assets                                                                                       205,758,689 
                                                                                                                 ------------

Liabilities:   Payables:
               Securities purchased                                                        3,948,520
               Beneficial interest redeemed                                                1,073,510
               Investment adviser (Note 2)                                                    98,023
               Distributor (Note 2)                                                           84,258                5,204,311 
                                                                                        ------------
               Accrued expenses and other liabilities                                                                 204,024 
                                                                                                                 ------------
               Total liabilities                                                                                    5,408,335 
                                                                                                                 ------------

Net Assets:    Net assets                                                                                        $200,350,354 
                                                                                                                 ============

Net Assets     Class A Shares of beneficial interest, $.10 par value, unlimited number
Consist of:    of shares authorized                                                                                  $207,071 
               Class B Shares of beneficial interest, $.10 par value, unlimited number 
               of shares authorized                                                                                   520,519 
               Class C Shares of beneficial interest, $.10 par value, unlimited number 
               of shares authorized                                                                                    24,609 
               Class D Shares of beneficial interest, $.10 par value, unlimited number 
               of shares authorized                                                                                   618,096 
               Paid-in capital in excess of par                                                                   128,266,908 
               Undistributed investment  income -- net                                                                357,582 
               Undistributed realized capital gains on investments and foreign currency
               transactions -- net                                                                                 12,834,901 
               Unrealized appreciation on investments -- net                                                       57,520,668 
                                                                                                                 ------------
               Net assets                                                                                        $200,350,354 
                                                                                                                 ============
Net Asset      Class A -- Based on net assets of $30,273,274 and 2,070,708 shares of 
Value:         beneficial interest outstanding                                                                         $14.62 
                                                                                                                 ============
               Class B -- Based on net assets of $76,171,271 and 5,205,189 shares of 
               beneficial interest outstanding                                                                         $14.63 
                                                                                                                 ============
               Class C -- Based on net assets of $3,572,611 and 246,087 shares of 
               beneficial interest outstanding                                                                         $14.52 
                                                                                                                 ============
               Class D -- Based on net assets of $90,333,198 and 6,180,959 shares of 
               beneficial interest outstanding                                                                         $14.61 
                                                                                                                 ============

               See Notes to Financial Statements.

</TABLE>



<TABLE>
<CAPTION>


STATEMENT OF OPERATIONS

                        For the Six Months Ended January 31, 1998
<S>                    <C>                                                                     <C>                <C>

Investment              Dividends (net of $14,329 foreign withholding tax)                                         $3,008,954 
Income                  Interest and discount earned                                                                  427,123 
(Notes 1e & 1f):                                                                                                 ------------
                        Total income                                                                                3,436,077 
                                                                                                                 ------------

Expenses:               Investment advisory fees (Note 2)                                       $598,272
                        Account maintenance and distribution fees -- Class B (Note 2)            421,955
                        Account maintenance fees -- Class D (Note 2)                             102,769
                        Transfer agent fees -- Class B (Note 2)                                   69,785
                        Transfer agent fees -- Class D (Note 2)                                   58,124
                        Printing and shareholder reports                                          47,221
                        Registration fees (Note 1g)                                               36,381
                        Professional fees                                                         33,825
                        Accounting services (Note 2)                                              24,583
                        Transfer agent fees -- Class A (Note 2)                                   20,933
                        Account maintenance and distribution fees -- Class C (Note 2)             16,127
                        Trustees' fees and expenses                                               12,654
                        Custodian fees                                                            12,349
                        Transfer agent fees -- Class C (Note 2)                                    2,796
                        Pricing fees                                                                 206
                        Other                                                                      4,917
                                                                                            ------------
                        Total expenses                                                                              1,462,897 
                                                                                                                 ------------
                        Investment income -- net                                                                    1,973,180 
                                                                                                                 ------------

Realized &              Realized gain from:
Unrealized Gain         Investments -- net                                                    17,202,816      
(Loss) on               Foreign currency transactions -- net                                         354           17,203,170 
Investments &                                                                               ------------
Foreign Currency        Change in unrealized appreciation on investments -- net                                    (9,152,829)
Transactions -- Net                                                                                              ------------
(Notes 1c, 1d, 1f & 3): Net Increase in Net Assets Resulting from Operations                                      $10,023,521 
                                                                                                                 ============

                        See Notes to Financial Statements.

</TABLE>



<TABLE>
<CAPTION>


STATEMENTS OF CHANGES IN NET ASSETS


                                                                                            For the Six           For the
                                                                                           Months Ended         Year Ended
                                                                                            January 31,           July 31, 
                        Increase (Decrease) in Net Assets:                                     1998                1997
<S>                    <C>                                                                <C>                  <C>

Operations:             Investment income -- net                                            $1,973,180          $3,936,804 
                        Realized gain on investments and foreign currency transactions
                        -- net                                                              17,203,170          13,476,208 
                        Change in unrealized appreciation/depreciation on investments
                        -- net                                                              (9,152,829)         41,809,369 
                                                                                        --------------      --------------
                        Net increase in net assets resulting from operations                10,023,521          59,222,381 
                                                                                        --------------      --------------

Dividends &             Investment income -- net:
Distributions to        Class A                                                               (380,318)           (633,917)
Shareholders            Class B                                                               (624,804)         (1,785,749)
(Note 1h):              Class C                                                                (25,197)            (46,527)
                        Class D                                                               (964,801)         (1,455,366)
                        Realized gain on investments -- net:
                        Class A                                                             (2,370,162)         (1,974,335)
                        Class B                                                             (6,786,151)        (10,210,077)
                        Class C                                                               (257,657)           (237,095)
                        Class D                                                             (6,550,432)         (5,178,309)
                                                                                        --------------      --------------
                        Net decrease in net assets resulting from dividends and 
                        distributions to shareholders                                      (17,959,522)        (21,521,375)
                                                                                        --------------      --------------

Beneficial Interest     Net increase in net assets derived from beneficial interest 
Transactions            transactions                                                         8,235,382           1,139,438 
(Note 4):                                                                               --------------      --------------

Net Assets:             Total increase in net assets                                           299,381          38,840,444 
                        Beginning of period                                                200,050,973         161,210,529 
                                                                                        --------------      --------------
                        End of period*                                                    $200,350,354        $200,050,973 
                                                                                        ==============      ==============

                      * Undistributed investment income -- net                                $357,582            $379,522 
                                                                                        ==============      ==============

                        See Notes to Financial Statements.

</TABLE>



<TABLE>
<CAPTION>


FINANCIAL HIGHLIGHTS 

                                                                                             Class A
                    The following per share data
                    and ratios have been derived              For the Six
                    from information provided in              Months Ended
                    the financial statements.                  January 31,                For the Year Ended July 31,
                                                                  1998+          1997+        1996+        1995         1994
                    Increase (Decrease) in Net Asset Value:
<S>                <C>                                         <C>           <C>           <C>          <C>          <C>

Per Share           Net asset value, beginning of period        $15.21         $12.43       $12.24       $12.78       $13.60
Operating                                                   ----------     ----------   ----------   ----------   ----------
Performance:        Investment income -- net                       .19            .38          .38          .39          .41
                    Realized and unrealized gain (loss) on
                    investments and foreign currency 
                    transactions -- net                            .63           4.17         1.55         1.10         (.12)
                                                            ----------     ----------   ----------   ----------   ----------
                    Total from investment operations               .82           4.55         1.93         1.49          .29
                                                            ----------     ----------   ----------   ----------   ----------
                    Less dividends and distributions:
                    Investment income -- net                      (.19)          (.39)        (.36)        (.42)        (.46)
                    Realized gain on investments -- net          (1.22)         (1.38)       (1.38)       (1.61)        (.65)
                                                            ----------     ----------   ----------   ----------   ----------
                    Total dividends and distributions            (1.41)         (1.77)       (1.74)       (2.03)       (1.11)
                                                            ----------     ----------   ----------   ----------   ----------
                    Net asset value, end of period              $14.62         $15.21       $12.43       $12.24       $12.78
                                                            ==========     ==========   ==========   ==========   ==========

Total Investment    Based on net asset value per share            5.36%++++     40.42%       16.98%       14.04%        2.38%
Return:**                                                   ==========     ==========   ==========   ==========   ==========

Ratios to Average   Expenses                                       .91%*          .90%        1.04%        1.05%         .85%
Net Assets:                                                 ==========     ==========   ==========   ==========   ==========
                    Investment income -- net                      2.53%*         2.87%        3.04%        3.39%        3.42%
                                                            ==========     ==========   ==========   ==========   ==========

Supplemental        Net assets, end of period (in thousands)   $30,273        $28,940      $18,106      $18,687      $21,854
Data:                                                       ==========     ==========   ==========   ==========   ==========
                    Portfolio turnover                           22.81%         14.29%       26.42%       52.69%       22.75%
                                                            ==========     ==========   ==========   ==========   ==========
                    Average commission rate paid++              $.0613         $.0619       $.0576           --           -- 
                                                            ==========     ==========   ==========   ==========   ==========
                  * Annualized.
                 ** Total investment returns exclude the effects of sales loads.
               ++++ Aggregate total investment return.
                  + Based on average shares outstanding.
                 ++ For fiscal years beginning on or after September 1, 1995, the Fund is required to disclose its average 
                    commission rate per share for purchases and sales of equity securities. The "Average Commission Rate 
                    Paid" includes commissions paid in foreign currencies, which have been converted into US dollars using 
                    the prevailing exchange rate on the date of the transaction. Such conversions may significantly affect 
                    the rate shown.

                    See Notes to Financial Statements.

</TABLE>



<TABLE>
<CAPTION>


                                                                                             Class B
                    The following per share data
                    and ratios have been derived              For the Six
                    from information provided in              Months Ended
                    the financial statements.                  January 31,                For the Year Ended July 31,
                                                                  1998++         1997++       1996++       1995         1994
                    Increase (Decrease) in Net Asset Value:
<S>                <C>                                         <C>            <C>          <C>          <C>          <C>

Per Share           Net asset value, beginning of period        $15.22         $12.44       $12.23       $12.77       $13.59
Operating                                                   ----------     ----------   ----------   ----------   ----------
Performance:        Investment income -- net                       .11            .25          .26          .29          .33
                    Realized and unrealized gain (loss) on 
                    investments and foreign currency 
                    transactions -- net                            .63           4.16         1.55         1.07         (.18)
                                                            ----------     ----------   ----------   ----------   ----------
                    Total from investment operations               .74           4.41         1.81         1.36          .15
                                                            ----------     ----------   ----------   ----------   ----------
                    Less dividends and distributions:
                    Investment income -- net                      (.11)          (.25)        (.22)        (.29)        (.32)
                    Realized gain on investments -- net          (1.22)         (1.38)       (1.38)       (1.61)        (.65)
                                                            ----------     ----------   ----------   ----------   ----------
                    Total dividends and distributions            (1.33)         (1.63)       (1.60)       (1.90)        (.97)
                                                            ----------     ----------   ----------   ----------   ----------
                    Net asset value, end of period              $14.63         $15.22       $12.44       $12.23       $12.77
                                                            ==========     ==========   ==========   ==========   ==========

Total Investment    Based on net asset value per share            4.79%++++     38.90%       15.89%       12.82%        1.30%
Return:**                                                   ==========     ==========   ==========   ==========   ==========

Ratios to Average   Expenses                                      1.94%*         1.94%        2.08%        2.09%        1.88%
Net Assets:                                                 ==========     ==========   ==========   ==========   ==========
                    Investment income -- net                      1.53%*          .89%        2.06%        2.36%        2.39%
                                                            ==========     ==========   ==========   ==========   ==========

Supplemental        Net assets, end of period (in thousands)   $76,171        $93,509      $96,461     $130,921     $167,889
Data:                                                       ==========     ==========   ==========   ==========   ==========
                    Portfolio turnover                           22.81%         14.29%       26.42%       52.69%       22.75%
                                                            ==========     ==========   ==========   ==========   ==========
                    Average commission rate paid+++             $.0613         $.0619       $.0576           --           -- 
                                                            ==========     ==========   ==========   ==========   ==========

</TABLE>



<TABLE>
<CAPTION>


                                                                                         Class C
                                                                                                                  For the
                    The following per share data                 For the                                          Period
                    and ratios have been derived               Six Months              For the Year               Oct. 21,
                    from information provided in                 Ended                    Ended                  1994+ to
                    the financial statements.                  January 31,               July 31,                 July 31,
                                                                 1998++            1997++        1996++             1995
                    Increase (Decrease) in Net Asset Value:
<S>                <C>                                        <C>               <C>           <C>                <C>

Per Share           Net asset value, beginning of period       $15.11            $12.37        $12.20             $11.84
Operating                                                  ----------        ----------    ----------         ----------
Performance:        Investment income -- net                      .11               .24           .24                .21
                    Realized and unrealized gain on 
                    investments and foreign currency 
                    transactions -- net                           .64              4.13          1.55               1.21
                                                           ----------        ----------    ----------         ----------
                    Total from investment operations              .75              4.37          1.79               1.42
                                                           ----------        ----------    ----------         ----------
                    Less dividends and distributions:
                    Investment income -- net                     (.12)             (.25)         (.24)              (.25)
                    Realized gain on investments -- net         (1.22)            (1.38)        (1.38)              (.81)
                                                           ----------        ----------    ----------         ----------
                    Total dividends and distributions           (1.34)            (1.63)        (1.62)             (1.06)
                                                           ----------        ----------    ----------         ----------
                    Net asset value, end of period             $14.52            $15.11        $12.37             $12.20
                                                           ==========        ==========    ==========         ==========

Total Investment    Based on net asset value per share           4.87%++++        38.84%        15.78%             13.30%++++
Return:**                                                  ==========        ==========    ==========         ==========

Ratios to Average   Expenses                                     1.95%*            1.95%         2.08%              2.19%*
Net Assets:                                                ==========        ==========    ==========         ==========
                    Investment income -- net                     1.48%*            1.83%         1.91%              1.94%*
                                                           ==========        ==========    ==========         ==========

Supplemental        Net assets, end of period (in thousands)   $3,573            $3,025        $1,953               $811
Data:                                                      ==========        ==========    ==========         ==========
                    Portfolio turnover                          22.81%            14.29%        26.42%             52.69%
                                                           ==========        ==========    ==========         ==========
                    Average commission rate paid+++            $.0613            $.0619        $.0576                 -- 
                                                           ==========        ==========    ==========         ==========

</TABLE>



<TABLE>
<CAPTION>


                                                                                         Class D
                                                                                                                  For the
                    The following per share data                 For the                                          Period
                    and ratios have been derived               Six Months              For the Year               Oct. 21,
                    from information provided in                 Ended                    Ended                  1994+ to
                    the financial statements.                  January 31,               July 31,                 July 31,
                                                                 1998++            1997++        1996++             1995
                    Increase (Decrease) in Net Asset Value:
<S>                <C>                                        <C>               <C>           <C>                <C>

Per Share           Net asset value, beginning of period       $15.20            $12.43        $12.24             $11.85
Operating                                                  ----------        ----------    ----------         ----------
Performance:        Investment income -- net                      .17               .35           .34                .26
                    Realized and unrealized gain on 
                    investments and foreign currency 
                    transactions -- net                           .64              4.16          1.57               1.23
                                                           ----------        ----------    ----------         ----------
                    Total from investment operations              .81              4.51          1.91               1.49
                                                           ----------        ----------    ----------         ----------
                    Less dividends and distributions:
                    Investment income -- net                     (.18)             (.36)         (.34)              (.29)
                    Realized gain on investments -- net         (1.22)            (1.38)        (1.38)              (.81)
                                                           ----------        ----------    ----------         ----------
                    Total dividends and distributions           (1.40)            (1.74)        (1.72)             (1.10)
                                                           ----------        ----------    ----------         ----------
                    Net asset value, end of period             $14.61            $15.20        $12.43             $12.24
                                                           ==========        ==========    ==========         ==========

Total Investment    Based on net asset value per share           5.23%++++        39.99%        16.73%             13.98%++++
Return:**                                                  ==========        ==========    ==========         ==========

Ratios to Average   Expenses                                     1.16%*            1.15%         1.28%              1.38%*
Net Assets:                                                ==========        ==========    ==========         ==========
                    Investment income -- net                     2.26%*            2.62%         2.62%              2.93%*
                                                           ==========        ==========    ==========         ==========

Supplemental        Net assets, end of period (in thousands)  $90,333           $74,577       $44,691            $13,988
Data:                                                      ==========        ==========    ==========         ==========
                    Portfolio turnover                          22.81%            14.29%        26.42%             52.69%
                                                           ==========        ==========    ==========         ==========
                    Average commission rate paid+++            $.0613            $.0619        $.0576                 -- 
                                                           ==========        ==========    ==========         ==========

                  * Annualized.
                 ** Total investment returns exclude the effects of sales loads.
               ++++ Aggregate total investment return.
                  + Commencement of operations.
                 ++ Based on average shares outstanding.
                +++ For fiscal years beginning on or after September 1, 1995, the Fund is required to disclose its average 
                    commission rate per share for purchases and sales of equity securities. The "Average Commission Rate 
                    Paid" includes commissions paid in foreign currencies, which have been converted into US dollars using 
                    the prevailing exchange rate on the date of the transaction. Such conversions may significantly affect 
                    the rate shown.

                    See Notes to Financial Statements.

</TABLE>



             Merrill Lynch Strategic Dividend Fund, January 31, 1998

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 
Pricingsm 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 (except that Class B shareholders may vote 
upon any material changes to Class D account maintenance and 
distribution expenditures). The following is a summary of significant 
accounting policies followed by the Fund.

(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.

(b) Repurchase agreements -- The Fund invests in US Government 
securities pursuant to repurchase agreements with a member bank of the 
Federal Reserve System or a primary dealer in US Government 
securities. Under such agreements, the bank or primary dealer agrees 
to repurchase the security at a mutually agreed upon time and price. 
The Fund takes possession of the underlying securities, marks to 
market such securities and, if necessary, receives additions to such 
securities daily to ensure that the contract is fully collateralized.

(c) 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.

[bullet] Financial futures contracts -- The Fund may purchase or sell 
interest rate futures contracts 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.

[bullet] 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.

[bullet] 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. 

[bullet] Options -- The Fund is authorized to write call and put 
options 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.

(d) 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.

(e) 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.

(f) 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 
dates. Dividends from foreign securities where the ex-dividend date 
may have passed are subsequently recorded when the Fund has determined 
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.

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

(h) 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.

Pursuant to 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, 1998, 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                     $171                         $2,258
Class D                   $1,030                        $13,503

For the six months ended January 31, 1998, MLPF&S received contingent 
deferred sales charges of $34,180 and $69 relating to transactions in 
Class B and Class C Shares, respectively.

In addition, MLPF&S received $6,140 in commissions on the execution of 
portfolio security transactions for the Fund for the six months ended 
January 31, 1998.

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, MLFDS, MLFD, and/or ML & Co.

3. Investments:
Purchases and sales of investments, excluding short-term securities, 
for the six months ended January 31, 1998 were $42,209,203 and 
$46,184,416, respectively.

Net realized and unrealized gains (losses) as of January 31, 1998 were 
as follows:

                                   Realized           Unrealized 
                                Gains (Losses)          Gains 

Long-term investments            $17,202,860         $57,520,668
Short-term investments                   (44)                 -- 
Foreign currency transactions            354                  -- 
                               -------------       -------------
Total                            $17,203,170         $57,520,668
                               =============       =============

As of January 31, 1998, net unrealized appreciation for Federal income 
tax purposes aggregated $57,520,668, of which $58,804,845 related to 
appreciated securities and $1,284,177 related to depreciated 
securities. At January 31, 1998, the aggregate cost of investments for 
Federal income tax purposes was $147,331,000.

4. Beneficial Interest Transactions:
Net increase in net assets derived from beneficial interest 
transactions was $8,235,382 and $1,139,438 for the six months ended 
January 31, 1998 and for the year ended July 31, 1997, respectively.

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

Class A Shares for the Six Months                        Dollar
Ended January 31, 1998                  Shares           Amount

Shares sold                             266,681       $3,970,525
Shares issued to shareholders in 
reinvestment of dividends 
and distributions                       154,148        2,315,430
                                  -------------    -------------
Total issued                            420,829        6,285,955
Shares redeemed                        (253,329)      (3,788,562)
                                  -------------    -------------
Net increase                            167,500       $2,497,393
                                  =============    =============

Class A Shares for the Year                              Dollar
Ended July 31, 1997                     Shares           Amount

Shares sold                             738,877       $9,839,082
Shares issued to shareholders in 
reinvestment of dividends 
and distributions                       174,588        2,156,968
                                  -------------    -------------
Total issued                            913,465       11,996,050
Shares redeemed                        (466,533)      (6,214,661)
                                  -------------    -------------
Net increase                            446,932       $5,781,389
                                  =============    =============

Class B Shares for the Six Months                        Dollar
Ended January 31, 1998                  Shares           Amount

Shares sold                             551,208       $8,155,860
Shares issued to shareholders in 
reinvestment of dividends 
and distributions                       386,172        5,819,962
                                  -------------    -------------
Total issued                            937,380       13,975,822
Automatic conversion of shares       (1,178,156)     (17,469,665)
Shares redeemed                        (699,268)     (10,402,781)
                                  -------------    -------------
Net decrease                           (940,044)    $(13,896,624)
                                  =============    =============

Class B Shares for the Year                              Dollar
Ended July 31, 1997                     Shares           Amount

Shares sold                           1,152,569      $15,222,749
Shares issued to shareholders in 
reinvestment of dividends 
and distributions                       780,725        9,588,807
                                  -------------    -------------
Total issued                          1,933,294       24,811,556
Automatic conversion of shares       (1,502,518)     (20,727,653)
Shares redeemed                      (2,041,893)     (27,000,714)
                                  -------------    -------------
Net decrease                         (1,611,117)    $(22,916,811)
                                  =============    =============

Class C Shares for the Six Months                        Dollar
Ended January 31, 1998                  Shares           Amount

Shares sold                              94,626       $1,417,301
Shares issued to shareholders in 
reinvestment of dividends 
and distributions                        15,281          228,211
                                  -------------    -------------
Total issued                            109,907        1,645,512
Shares redeemed                         (63,953)        (968,113)
                                  -------------    -------------
Net increase                             45,954         $677,399
                                  =============    =============

Class C Shares for the Year                              Dollar
Ended July 31, 1997                     Shares           Amount

Shares sold                             168,820       $2,194,913
Shares issued to shareholders in 
reinvestment of dividends 
and distributions                        16,466          201,175
                                  -------------    -------------
Total issued                            185,286        2,396,088
Shares redeemed                        (143,105)      (1,879,385)
                                  -------------    -------------
Net increase                             42,181         $516,703
                                  =============    =============

Class D Shares for the Six Months                        Dollar
Ended January 31, 1998                  Shares           Amount

Shares sold                             102,586       $1,514,203
Automatic conversion of shares        1,179,098       17,469,665
Shares issued to shareholders in 
reinvestment of dividends 
and distributions                       411,138        6,172,725
                                  -------------    -------------
Total issued                          1,692,822       25,156,593
Shares redeemed                        (417,571)      (6,199,379)
                                  -------------    -------------
Net increase                          1,275,251      $18,957,214
                                  =============    =============

Class D Shares for the Year                              Dollar
Ended July 31, 1997                     Shares           Amount

Shares sold                             148,779       $1,971,059
Automatic conversion of shares        1,502,850       20,727,653
Shares issued to shareholders in 
reinvestment of dividends 
and distributions                       436,926        5,386,950
                                  -------------    -------------
Total issued                          2,088,555       28,085,662
Shares redeemed                        (778,090)     (10,327,505)
                                  -------------    -------------
Net increase                          1,310,465      $17,758,157
                                  =============    =============




PORTFOLIO CHANGES

For the Quarter Ended January 31, 1998

Additions

          Ameritech Corporation
          The Bank of New York Company, Inc. 
          Central and South West Corporation
          Crestar Financial Corporation
          Entergy Corporation
          Frontier Corporation
          General Mills, Inc.
          National City Corporation
          PECO Energy Company
          Quaker Oats Company
        * Raytheon Company (Class A)
          State Street Corporation


Deletions

          Avon Products, Inc.
          Barnett Banks, Inc.
          CoreStates Financial Corp.
          First Commerce Corp.
          Northrop Grumman Corp.
        * Raytheon Company (Class A)
          Repsol S.A. (ADR)
          Ultramar Corp.
          Uniao de Bancos Brasileiros S.A.
          (Unibanco)(GDR)
          Union Pacific Corp.

        * Added and deleted in the same quarter.





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