BRAZIL FUND INC
N-30D, 1996-09-04
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The Brazil Fund, Inc.

Semiannual Report
June 30, 1996

A closed-end  investment company seeking long-term capital  appreciation through
investment in securities, primarily equity securities, of Brazilian issuers.
<PAGE>

The Brazil Fund, Inc.

Investment objective and policies

o    long-term  capital  appreciation  through  investment  primarily  in equity
     securities of Brazilian issuers Investment characteristics

Investment characteristics

o    closed-end  investment  company  investing in a broad spectrum of Brazilian
     industries

o    a vehicle for international  diversification  through  participation in the
     Brazilian economy

General Information

Executive offices

   The Brazil Fund, Inc.
   345 Park Avenue
   New York, NY 10154

   Telephone:
   For Fund information: 1-800-349-4281

Transfer agent, registrar and dividend
reinvestment plan agent

   For account information: 1-800-426-5523

   The First National Bank of Boston
   Attn. Investor Relations Department
   P.O. Box 8200
   Boston, MA 02266-8200

Custodian
   Brown Brothers Harriman & Co.

Legal counsel
   Debevoise & Plimpton

Independent Accountants
   Price Waterhouse LLP


New York Stock Exchange Symbol -- BZF



In Brief                                                   3
Letter to Shareholders                                     3
Investment Summary                                         6
Portfolio Summary                                          7
Investment Portfolio                                       8
Financial Statements                                      11
Financial Highlights                                      14
Notes to Financial Statements                             15
Report of Independent Accountants                         18
Dividend Reinvestment
   and Cash Purchase Plan                                 19
Investment Manager and Administrator                      21
Directors and Officers                                    22

This  report is sent to the  shareholders  of The Brazil  Fund,  Inc.  for their
information.  It is not a prospectus,  circular, or representation  intended for
use in the purchase or sale of shares of the Fund or of any securities mentioned
in the report.

                                       2
<PAGE>
In Brief

o    The Brazil Fund, Inc. provided a 26.72% total return in net asset value for
     the six  months  ended  June  30,  1996,  mirroring  a strong  increase  in
     Brazilian securities prices generally.

o    The  privatization  this  year  of  Light  Servicos  de  Eletricidade,   an
     electricity  distributor  in Rio de  Janeiro,  is one of  many  such  sales
     underway  in Brazil.  Moving  forward  are plans to sell  state  controlled
     banks, highways, and other assets.

o    The Fund increased its investments in the electric  utility industry and in
     Bradesco, a prominent banking  organization,  while realizing tax losses on
     the sale of a handful of comparatively smaller holdings.

Letter to Shareholders

Dear Shareholders:

     We are pleased to report on the investment activities of The Brazil Fund,
Inc. for the six months ended June 30, 1996.

     The Fund's total investment return for the period was 26.72%. Net asset
value at mid-year was $26.27 per share, and the closing price of the Fund's
shares traded on the New York Stock Exchange was $23.88 on June 30. At that
date, the Fund was selling at an approximate 10% discount to underlying net
asset value. Historical performance data for the Fund's net asset value and
share price are shown on page 6 of this report.

     The improvement in the Fund's net asset value mirrored a strong increase in
securities prices generally in Brazil for the six months. The market
capitalization of the Sao Paulo Stock Exchange rose 29.5% for the period,
closing at $191.2 billion on June 30. The Sao Paulo Stock Exchange Index was up
36.22% for the six months, with the disparity in the performance of the Index
and Exchange's market capitalization once again reflecting the significant
weighting of shares of Telebras in the transaction-oriented Stock Exchange
Index. At June 30, for example, Telebras' market value was $21.0 billion, equal
to 11.0% of the stock market's total capitalization. At the same time, Telebras
accounted for 43.2% of the Sao Paulo Index.

     The stock market's performance for the first half was a pleasant
counterpoint to concerns expressed by many investors over the slow pace at which
the Cardoso administration's reform program was moving through Congress. There
were also sharp criticisms lodged against the government's economic program by
several prominent academics who detected a significant risk in Brazil's reliance
on a strong -- perhaps overvalued -- exchange rate in its fight to control
inflation.

     A far-reaching reform program such as the Real plan will inevitably provoke
controversy. Long-established economic and political privileges are at stake and
will be defended vigorously through the political process. Resistance to the
privatization of government-owned corporations is a case in point. The peaceful
auction this year of Electrobras' shares of the Rio de Janeiro electricity
distributor, Light Servicos de Electricidade S.A., stands in vivid contrast to
the riot outside the Rio Stock Exchange on the occasion of the privatization
auction of Usinas Siderurgicas de Minas Gerais S/A in October, 1991. The
privatization of the railroad system is moving forward with little difficulty,
and we believe the government will be able to keep to its timetable for the sale
of 45% of the voting stock of Vale do Rio Doce to private interests in the early
part of 1997. In the meantime, the state of Sao Paulo is proceeding with plans
to privatize its electric generation and distribution companies, while a number

                                       3
<PAGE>

of other states are in varying stages of planning for the sale of
state-controlled banks, utilities, highways, and other assets.

Fund Holdings Benefit From Recent Reforms

     The reform movement in Brazil is as much about deregulation as it is
privatization, and both have had a positive influence on the stock market
performance this year of the Fund's investments in the telecommunications,
electric utility and petroleum industries. Earnings for the telephone companies
and electric utilities are responding favorably to tariff increases granted in
late 1995, and there is growing optimism that Petrobras will soon be freed from
having to absorb a broad range of consumer subsidies on its fuel sales.

     The Fund increased its investments in the electric utilities industry
during the period. The purchase of shares of Centrais Eletricas de Santa
Catarina S.A. brought the Fund's holdings to six companies with a market value
at June 30 of $56 million, equal to 13% of the portfolio. Celesc is the
state-controlled distribution company for Santa Catarina, a prosperous state
located to the south of Sao Paulo.

     Four companies were eliminated from the portfolio. They were Serrana S.A.
(construction), Pirelli Cabos S.A. (electric and telephone cables), Sementes
Agroceres S/A (hybrid corn seed), and Mesbla S.A. (department stores).
Investments in these companies were comparatively small, and the Fund was able
to realize tax losses from their disposal.

Success of the Real

     The Brazilian government continues to maintain a tight monetary policy in
an effort to ratchet the inflation rate down and prepare the economy for the
elimination of all formal indexation mechanisms. This strategy has been
extraordinarily successful in the two years since the Real plan was introduced.
Inflation was 7.0% for the first six months of this year, and the full year
inflation rate is projected by the government at 13% to 15%. This compares with
23.2% in 1995 and government estimates of 10% inflation for 1997.

     The cost of the successful assault on inflation has been an increase in the
unemployment rate in a small number of markets and a slowdown in the rate of
economic growth, due mainly to the obscenely high cost of consumer credit. The
government currently forecasts economic growth for the year in the range of 2%
to 3%. Growth in 1995 was 4.2%, and the Cardoso administration's longer-range
growth goal is 5% a year. A moderation in the rate of economic expansion and
weakness in the prices of a number of globally traded commodities (such as pulp,
paper, and steel) created several attractive investment opportunities among the
cyclical stocks. As a result, the Fund added to its existing holdings in the
forest products and steel industries.

     Despite continuing concern in the Brazilian financial community for the
health of a number of prominent banking organizations, the Fund's investments in
Banco Itau and Bradesco generated satisfactory returns during the first half of
the year. Investors have clearly differentiated these two conservatively
managed, highly liquid, and strongly capitalized institutions from the rest of
the industry. The Fund increased its investment in Bradesco during the semester.

A Constructive Outlook

     Most of the new capital raised by the Fund's rights offering last year has
now been invested in Brazilian equities. We believe the portfolio is
well-positioned to profit from the privatization and deregulation process now
well-advanced in Brazil. Private sector companies in which the Fund has an

                                       4
<PAGE>

important stake continue to invest heavily with internally generated cash flow
to improve productivity, upgrade quality, and position their business to take
advantage of the opportunities created by the Mercosul free trade agreement.
Chile's entry into Mercosul is a clear gain for all members of the pact.
Business conditions specific to the companies in which the Fund has a major
participation should continue to be positive over the balance of the year.
Whether or not this constructive outlook has already been discounted by
investment returns for the first half of the year remains to be seen. The
longer-term opportunities for the equity investor in Brazil continue to be
positive.

Respectfully,

/s/Nicholas Bratt             /s/Juris Padegs

Nicholas Bratt                Juris Padegs
President                     Chairman of the Board

                                       5
<PAGE>
THE BRAZIL FUND, INC.
INVESTMENT SUMMARY AS OF JUNE 30, 1996
- -----------------------------------------------------------------
HISTORICAL 
INFORMATION                                   TOTAL RETURN (%) 
LIFE OF FUND   ---------------------------------------------------------------
                  MARKET VALUE        NET ASSET VALUE (a)         INDEX (b)
               -------------------   --------------------   -------------------
                           AVERAGE                AVERAGE               AVERAGE
               CUMULATIVE   ANNUAL   CUMULATIVE    ANNUAL   CUMULATIVE   ANNUAL
               -------------------   --------------------   -------------------
CURRENT QUARTER     10.40      -        13.62         -         19.95        - 
FISCAL YEAR TO DATE 13.02      -        26.72         -         36.22        -
ONE YEAR             8.20   8.20        22.24      22.24        54.15    54.15
THREE YEAR          75.39  20.60        83.14      22.35       121.33    30.32 
FIVE YEAR          120.32  17.11       152.70      20.37       405.54    38.28
LIFE OF FUND*      258.02  16.76       326.71      19.27       532.46    25.04
 


- -----------------------------------------------------------------
PER SHARE INFORMATION AND RETURNS (A)
YEARLY PERIODS ENDED JUNE 30

A chart in the form of a bar graph appears here,
illustrating the Fund Total Return (%) with the exact 
data points listed in the table below.
   

<TABLE>
<S>                  <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C> 
                       1988     1989    1990    1991    1992    1993    1994    1995    1996
                     ------------------------------------------------------------------------
NET ASSET VALUE...   $ 11.72   $16.42  $9.90   $14.03  $14.27  $18.44  $22.38  $24.47  $26.27
INCOME DIVIDENDS..   $     -   $  .41  $1.01   $    -  $    -  $    -  $  .08  $    -  $  .30
CAPITAL GAINS
AND OTHER 
DISTRIBUTIONS.....   $     -    $  .39  $2.18   $    -   $ .28  $  .53  $  .93  $ 2.36  $  .81
TOTAL RETURN (%)..      1.56     54.68 -24.15     41.72   3.01   33.96   26.58   18.36   22.24
</TABLE>    


(a) Total investment return reflect changes in net asset value per share during
each period and assume that dividends and capital gains distributions, if any
were reinvested. These percentages are not an indication of the performance of
a shareholder's investment in the Fund based on market price.

(b)  Sao Paulo Stock Exchange Index ($)

* The Fund commenced operations on April 8, 1988.
 
   PAST RESULTS ARE NOT NECESSARILY INDICATIVE OF FUTURE PERFORMANCE OF THE
   FUND.


                                       6
<PAGE>
                                       


THE BRAZIL FUND, INC.
PORTFOLIO SUMMARY AS OF JUNE 30, 1996
- ---------------------------------------------------------------------------
DIVERSIFICATION

Equity Securities  96%
Cash Equivalents    4%
                  ----
                  100%
                  ====
A graph in the form of a pie chart appears here,
illustrating the exact data points in the 
above table.

- ---------------------------------------------------------------------------
SECTORS

Sector breakdown of the Fund's equity securities

Telecommunications  17%                     
Utilities           14% 
Food and Beverage   12%
Banking             11%
Forest Products      9%
Petroleum            7%
Chemicals            6%
Mining               5%        
Tobacco              4%
Other               15% 
                   ---- 
                   100%
                   ====

A graph in the form of a pie chart appears here,
illustrating the exact data points in the 
above table.

- ---------------------------------------------------------------------------
TEN LARGEST EQUITY HOLDINGS

 1.  Companhia Cervejaria Brahma

 2.  Telecomunicacoes Brasileiras S.A.

 3.  Telecomunicacoes de Sao Paulo S.A.

 4.  Banco Itau S.A.

 5.  Petroleo Brasileiro S/A

 6.  Centrais Eletricas Brasileiras S/A

 7.  Companhia Vale do Rio Doce

 8.  Banco Bradesco S.A

 9.  S/A White Martins

10.  Companhia Souza Cruz Industria e Comercio


                                       7
<PAGE>
                                       

[LOGO]The Brazil Fund, Inc.
<TABLE>
Investment Portfolio As Of June 30, 1996
========================================================================================================
- --------------------------------------------------------------------------------------------------------
<CAPTION>
Industry                   Shares              Company                                         Value ($)
- --------------------------------------------------------------------------------------------------------

<S>                   <C>             <C>      <C>                                            <C>    
EQUITY SECURITIES 96.5%

AUTO PARTS 0.2%           83,061,800  (pfd.)   Metal Leve S.A. Industria e Comercio* .......     818,913
                                                                                              ----------

BANKING 11.1%          2,108,692,307  (pfd.)   Banco Bradesco S.A. .........................  17,219,815

                          73,064,208  (pfd.)   Banco Itau S.A. .............................  29,686,268
                                                                                              ----------
                                                                                              46,906,083
                                                                                              ----------

CHEMICALS 5.5%            45,152,000  (voting) Companhia Petroquimica do Sul S.A. ..........   2,877,785
                           6,309,400  (pfd.)   COPENE Petroquimica do Nordeste
                                                 S.A. "A" ..................................   3,041,066
                      12,233,921,463  (voting) S/A White Martins ...........................  17,178,538
                                                                                              ----------
                                                                                              23,097,389
                                                                                              ----------

CONSTRUCTION 0.6%          5,211,300  (voting) Odebrecht S.A. (b) ..........................   2,646,675
                                                                                              ----------
CONTAINERS 0.4%            1,754,000  (pfd.)   Dixie Toga S.A. .............................   1,694,348
                                                                                              ----------
ELECTRICAL EQUIPMENT 3.2%  5,042,000  (pfd.)   Brasmotor S.A. ..............................   1,576,645
                           6,213,800  (pfd.)   Empresa Brasileira de Compressores S.A. .....   3,898,515
                          17,006,600  (pfd.)   Weg S.A. ....................................   7,917,727
                                                                                              ----------
                                                                                              13,392,887
                                                                                              ----------

FINANCE 0.8%               4,531,000  (pfd.)   Itausa-Investimentos Itau S/A ...............   3,474,451
                                                                                              ----------

FOOD AND BEVERAGE 11.6%  700,066,740  (pfd.)   Cia. Hering .................................   3,904,171
                          56,097,913  (pfd.)   Companhia Cervejaria Brahma .................  33,463,775
                           3,184,433  (pfd.)   Companhia Cervejaria Brahma Warrants
                                                 (expire 9/30/96)* .........................   1,078,233
                          14,651,430  (pfd.)   Sadia Concordia S/A .........................  10,213,615
                                                                                              ----------
                                                                                              48,659,794
                                                                                              ----------

FOREST PRODUCTS 8.9%       7,603,599  (pfd.)   Aracruz Celulose S.A. "B" ...................  14,159,966
                           3,269,600  (pfd.)   Companhia Suzano de Papel e Celulose* .......  12,373,132
                           8,510,740  (pfd.)   Industrias Klabin de Papel e Celulose S/A ...  10,763,969
                                                                                              ----------
                                                                                              37,297,067
                                                                                              ----------

GLASS 2.2%                 2,330,236  (voting) Companhia Vidraria Santa Marina .............   9,166,392
                                                                                              ----------

IRON AND STEEL 3.7%   14,957,100,000  (pfd.)   Usinas Siderurgicas de Minas Gerais S/A .....  15,789,002
                                                                                              ----------

MINING 4.7%                  927,104  (pfd.)   Companhia Vale do Rio Doce ..................  18,003,812
                          50,373,640  (voting) S.A. Mineracao da Trindade ..................   1,755,791
                                                                                              ----------
                                                                                              19,759,603
                                                                                              ----------
</TABLE>


    The accompanying notes are an integral part of the financial statements.

                                       8


<PAGE>

<TABLE>

========================================================================================================
- --------------------------------------------------------------------------------------------------------
<CAPTION>
Industry                    Shares             Company                                         Value ($)
- --------------------------------------------------------------------------------------------------------

<S>                      <C>          <C>      <C>                                           <C>    
PETROLEUM 6.6%           225,739,999  (pfd.)   Petroleo Brasileiro S/A ....................   27,763,671
                                                                                             -----------

RETAILING 1.9%            73,031,600  (pfd.)   Lojas Americanas S.A. ......................    1,440,049
                         370,187,800  (voting) Lojas Americanas S.A. ......................    6,598,976
                                                                                             -----------
                                                                                               8,039,025
                                                                                             -----------

TELECOMMUNICATIONS 16.6% 490,256,600  (pfd.)   Telecomunicacoes Brasileiras S.A. ..........   34,224,954
                          12,122,900  (pfd.)   Telecomunicacoes do Parana S/A .............    5,879,453
                         140,212,067  (pfd.)   Telecomunicacoes de Sao Paulo S.A. .........   30,021,007
                                                                                             -----------
                                                                                              70,125,414
                                                                                             -----------

TEXTILES AND APPAREL 1.1% 92,193,348  (pfd.)   Hering Textil S.A.* ........................       59,678
                          51,929,600  (pfd.)   Sao Paulo Alpargatas S.A. ..................    4,369,916
                                                                                             -----------
                                                                                               4,429,594
                                                                                             -----------

TOBACCO 4.0%               1,927,543  (voting) Companhia Souza Cruz Industria e Comercio ..   16,796,297
                                                                                             -----------

UTILITIES 13.4%           69,000,000  (pfd.)   Centrais Eletricas Brasileiras S/A "B" .....   19,721,157
                           2,206,921  (pfd.)   Centrais Eletricas de Santa Catarina S.A. ..    2,065,932
                         630,740,952  (pfd.)   Companhia Energetica de Minas Gerais .......   16,771,183
                          60,780,000  (pfd.)   Companhia Energetica de Sao Paulo* .........    2,118,508
                          42,100,000  (voting) Companhia Energetica de Sao Paulo* .........    1,383,558
                          82,500,000  (pfd.)   Companhia Paranaense de Energia ............      738,610
                         512,711,500  (voting) Companhia Paranaense de Energia ............    5,820,755
                          84,780,000  (voting) Companhia Paulista de Forca e Luz* .........    7,767,525
                                                                                             -----------
                                                                                              56,387,228
                                                                                             -----------

                                               TOTAL EQUITY SECURITIES 
                                                 (Cost $175,434,956) ......................  406,243,833
                                                                                             -----------

- --------------------------------------------------------------------------------------------------------
                           Principal
                           Amount ($)
- --------------------------------------------------------------------------------------------------------
REPURCHASE AGREEMENT 3.5%
                          14,914,000           Repurchase Agreement with Donaldson,
                                                 Lufkin & Jenrette, dated 6/28/96 at
                                                 5.45%, to be repurchased at
                                                 $14,920,773 on 7/1/96, collateralized
                                                 by a $14,834,000 U.S. Treasury Note,
                                                 7.25%, 11/15/96 (Cost $14,914,000) .......   14,914,000
                                                                                             -----------
- --------------------------------------------------------------------------------------------------------
                                               TOTAL INVESTMENT PORTFOLIO - 100.0%
                                                 (Cost $190,348,956) (a) ..................  421,157,833
                                                                                             ===========




</TABLE>


    The accompanying notes are an integral part of the financial statements.

                                       9
                                                                              


<PAGE>
[LOGO]The Brazil Fund, Inc.
Investment Portfolio (continued)

===============================================================================
- -------------------------------------------------------------------------------

- -------------------------------------------------------------------------------

(a)  The cost of the investment portfolio for federal income tax purposes was
     $190,377,564. At June 30, 1996, net unrealized appreciation for all
     securities based on tax cost was $230,780,269. This consisted of aggregate
     gross unrealized appreciation for all securities in which there was an
     excess of market value over tax cost of $236,039,525 and aggregate gross
     unrealized depreciation for all securities in which there was an excess of
     tax cost over market value of $5,259,256.

(b)  Securities valued in good faith by the Board of Directors. The cost of
     these securities at June 30, 1996 aggregated $2,641,191. See Note A of the
     Notes to Financial Statements.

 *   Non-income producing security.



    The accompanying notes are an integral part of the financial statements.

                                       10

<PAGE>

[LOGO]The Brazil Fund, Inc.
<TABLE>
Financial Statements
========================================================================================================
- --------------------------------------------------------------------------------------------------------
<CAPTION>
STATEMENT OF ASSETS AND LIABILITIES
JUNE 30, 1996
- --------------------------------------------------------------------------------------------------------
<S>                                                                            <C>          <C>          
ASSETS
Investments, at value (identified cost $190,348,956) (Notes A and D) .........              $421,157,833
Cash .........................................................................                       157
Foreign currency holdings, at market (identified cost $2,198,709) (Note A) ...                 2,198,709
Receivable for investments sold ..............................................                   202,330
Dividends and interest receivable ............................................                 3,684,621
Other assets .................................................................                     1,768
                                                                                            ------------
      Total assets ...........................................................               427,245,418
LIABILITIES
Payables:
  Investments purchased ...................................................... $173,437
  Accrued management fee (Note C) ............................................  393,521
  Accrued administrator's fee (Note C) .......................................   33,488
  Accrued offering costs (Note A) ............................................    3,394
  Other accrued expenses (Note C) ............................................  305,276
                                                                               -------- 
      Total liabilities ......................................................                   909,116
                                                                                            ------------
Net assets ...................................................................              $426,336,302
                                                                                            ============
NET ASSETS
Net assets consist of:
  Undistributed net investment income ........................................              $  9,080,625
  Net unrealized appreciation (depreciation) on:
     Investments .............................................................               230,808,877
     Foreign currency denominated transactions ...............................                   (39,742)
  Accumulated net realized gain ..............................................                   856,863
  Common stock ...............................................................                   162,300
  Additional paid-in capital .................................................               185,467,379
                                                                                            ------------
Net assets ...................................................................              $426,336,302
                                                                                            ============
NET ASSET VALUE per share ($426,336,302 [Division Sign] 16,229,987 shares of 
  common stock outstanding, 50,000,000 shares authorized, $.01 par value) ....              $      26.27
                                                                                            ============
</TABLE>




   The accompanying notes are an integral part of the financial statements.
- --------------------------------------------------------------------------------


                                      11


<PAGE>

[LOGO]The Brazil Fund, Inc.
<TABLE>
Financial Statements (continued)
========================================================================================================
- --------------------------------------------------------------------------------------------------------
<CAPTION>
STATEMENT OF OPERATIONS
SIX MONTHS ENDED JUNE 30, 1996
- --------------------------------------------------------------------------------------------------------
<S>                                                                      <C>                 <C>     
Investment income
   Income:
      Dividends (net of withholding tax of $1,941,116) (Note A) .......                      $11,368,089
      Interest ........................................................                          735,103                            
                                                                                             -----------
                                                                                              12,103,192
   Expenses:
      Management fee (Note C) .........................................  $ 2,263,254
      Administrator's fee (Note C) ....................................       25,278
      Custodian and accounting fees (Note C) ..........................      565,234
      Directors' fees and expenses (Note C) ...........................       54,941
      Legal ...........................................................       83,388
      Auditing and tax services .......................................       47,500
      Reports to shareholders .........................................       18,082
      Other ...........................................................        7,507
                                                                         -----------
      Total expenses before reductions ................................    3,065,184
      Expense reductions (Note C) .....................................      (42,617)
                                                                         -----------
      Expenses, net ...................................................                        3,022,567
                                                                                             -----------
   Net investment income ..............................................                        9,080,625
                                                                                             -----------
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENT TRANSACTIONS
   Net realized gain (loss) from:
      Investments (Note A) ............................................    2,474,775
      Foreign currency denominated transactions .......................     (371,752)          2,103,023
                                                                         -----------
   Net unrealized appreciation (depreciation) during the period on:
      Investments .....................................................   78,683,720
      Foreign currency denominated transactions .......................      (22,740)         78,660,980
                                                                         -----------         -----------
   Net gain on investment transactions ................................                       80,764,003
                                                                                             -----------
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS ..................                      $89,844,628
                                                                                             ===========

</TABLE>



   The accompanying notes are an integral part of the financial statements.
- --------------------------------------------------------------------------------


                                      12


<PAGE>

<TABLE>
===========================================================================================================
- -----------------------------------------------------------------------------------------------------------
STATEMENTS OF CHANGES IN NET ASSETS

- -----------------------------------------------------------------------------------------------------------
<CAPTION>
                                                                            SIX MONTHS ENDED    YEAR ENDED
                                                                                 JUNE 30,       DECEMBER 31,
INCREASE (DECREASE) IN NET ASSETS                                                 1995             1996
- -----------------------------------------------------------------------------------------------------------

<S>                                                                           <C>              <C>     
Operations:
   Net investment income ...................................................  $  9,080,625     $  4,759,731
   Net realized gain from investment transactions ..........................     2,103,023        8,131,112
   Net unrealized appreciation (depreciation) on investment
     transactions during the period ........................................    78,660,980      (99,387,730)
                                                                              ------------     ------------
Net increase (decrease) in net assets resulting from operations ............    89,844,628      (86,496,887)
                                                                              ------------     ------------
Distributions to shareholders:
   From net investment income ($.30 per share) .............................            --       (4,219,309)
                                                                              ------------     ------------
   From net realized gains on investment transactions ($.90 per share) .....            --      (10,880,906)
                                                                              ------------     ------------
   In excess of net realized gains on investment transactions
      ($.15 per share) .....................................................            --       (1,810,809)
                                                                              ------------     ------------
Net asset value of shares issued to shareholders in reinvestment of
   distributions ...........................................................        78,763        1,578,897
                                                                              ------------     ------------
Net proceeds of shares issued in connection with the Fund's rights 
   offering, net of broker and dealer manager fees of $1,565,047 and 
   expenditures and offering costs of $660,000 (Note A) ....................            --       61,719,953
                                                                              ------------     ------------
INCREASE (DECREASE) IN NET ASSETS ..........................................    89,923,391      (40,109,061)
Net assets at beginning of period ..........................................   336,412,911      376,521,972
                                                                              ------------     ------------

NET ASSETS AT END OF PERIOD (including undistributed net investment
     income of $9,080,625 in 1996) .........................................  $426,336,302     $336,412,911
                                                                              ============     ============

OTHER INFORMATION
INCREASE IN FUND SHARES
Shares outstanding at beginning of period ..................................    16,226,496       12,107,722
   Shares issued to shareholders in reinvestment of distributions ..........         3,491           58,774
   Shares issued in connection with the Fund's rights offering (Note A) ....            --        4,060,000
                                                                              ------------     ------------
Shares outstanding at end of period ........................................    16,229,987       16,226,496
                                                                              ============     ============

</TABLE>

   The accompanying notes are an integral part of the financial statements.
- --------------------------------------------------------------------------------



                                      13

<PAGE>
[LOGO]The Brazil Fund, Inc.

<TABLE>
Financial Highlights
============================================================================================================
- ------------------------------------------------------------------------------------------------------------
<CAPTION>
THE FOLLOWING TABLE INCLUDES SELECTED DATA FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD AND OTHER 
PERFORMANCE INFORMATION DERIVED FROM THE FINANCIAL STATEMENTS AND MARKET PRICE DATA.
- ------------------------------------------------------------------------------------------------------------
                                           SIX MONTHS ENDED              YEARS ENDED DECEMBER 31,
                                               JUNE 30,   -------------------------------------------------- 
                                               1996(a)    1995(a)      1994       1993       1992       1991
- ------------------------------------------------------------------------------------------------------------
<S>                                            <C>        <C>        <C>        <C>        <C>        <C>   
PER SHARE OPERATING PERFORMANCE
Net asset value, beginning of period .......   $20.73     $31.10     $20.98     $14.12     $13.80     $ 5.97
                                               ------     ------     ------     ------     ------     ------
    Net investment income (loss) ...........      .56        .38       (.17)       .10        .19        .95
    Net realized and unrealized gain (loss) 
       on investment transactions(c) .......     4.98      (7.63)(b)  12.75       7.58        .79       6.88
                                               ------     ------     ------     ------     ------     ------
Total from investment operations ...........     5.54      (7.25)     12.58       7.68        .98       7.83
                                               ------     ------     ------     ------     ------     ------
Less distributions:
    From net investment income .............       --       (.30)        --       (.08)        --         --
    From net realized gains on investments .       --       (.90)     (2.46)      (.74)      (.66)        --
    In excess of net realized gains on 
       investments .........................       --       (.15)        --         --         --         --
                                               ------     ------     ------     ------     ------     ------
Total distributions ........................       --      (1.35)     (2.46)      (.82)      (.66)        --
                                               ------     ------     ------     ------     ------     ------
Dilution resulting from the rights 
  offering (Note A) ........................       --      (1.73)        --         --         --         --
                                               ------     ------     ------     ------     ------     ------
Broker and dealer manager fees and offering 
  costs (Note A) ...........................       --       (.04)        --         --         --         --
                                               ------     ------     ------     ------     ------     ------
Net asset value, end of period .............   $26.27     $20.73     $31.10     $20.98     $14.12     $13.80
                                               ======     ======     ======     ======     ======     ======
Market value, end of period ................   $23.88     $21.13     $33.00     $21.13     $13.63     $14.75
                                               ======     ======     ======     ======     ======     ======
TOTAL INVESTMENT RETURN
  Per share market value (%) ...............    13.02**   (26.37)     69.81      60.89      (3.91)    122.64
  Per share net asset value (%)(d) .........    26.72**   (23.31)     61.09      54.19       6.43     131.16

RATIOS AND SUPPLEMENTAL DATA
  Net assets, end of period ($ millions) ...      426        336        377        254        171        167
  Ratio of operating expenses net, to average 
    net assets (%)(e)(f) ...................     1.61*      1.62       1.71       1.84       2.22       2.15
  Ratio of net investment income (loss) to 
    average net assets (%) .................     4.82*      1.54       (.58)       .56       1.13       8.13
  Portfolio turnover rate (%) ..............     4.99*      9.65       5.76       4.67       7.94      12.69
  Average commission rate paid (g) .........  $.00002     $   --     $   --     $   --     $   --     $   --



<FN>

(a)  Based on monthly average of shares outstanding during each period.
(b)  Due to the timing and magnitude of the rights offering, the amount reported
     herein is not proportional to the aggregate value reported in the
     Statements of Changes in Net Assets.
(c)  Realized and unrealized currency losses on the Fund's interest bearing
     accounts amounted to $.31 and $.86 per share in 1992 and 1991,
     respectively.
(d)  Total investment returns reflect changes in net asset value per share
     during each period and assume that dividends and capital gains
     distributions, if any, were reinvested. These percentages are not an
     indication of the performance of a shareholder's investment in the Fund
     based on market price.
(e)  For the years ended December 31, 1993 and 1992 the ratio of expenses,
     including the Brazilian repatriation tax, to average net assets was 2.22%
     and 2.39%, respectively.
(f)  For the six months ended June 30, 1996 and the year ended December 31,
     1995, the ratio of expenses, before reductions, to average net assets was
     1.63% and 1.67%, respectively.
(g)  Average commission rate paid per share of common and preferred stocks is
     calculated for fiscal years beginning on or after September 1, 1995.
* Annualized  ** Not annualized

- ------------------------------------------------------------------------------------------------------------
</FN>
</TABLE>


                                       14

<PAGE>
[LOGO]The Brazil Fund, Inc.
Notes To Financial Statements
===============================================================================
- -------------------------------------------------------------------------------

A. SIGNIFICANT ACCOUNTING POLICIES
   -------------------------------
   
The Brazil Fund, Inc. (the "Fund") is registered under the Investment Company
Act of 1940, as amended, as a non-diversified, closed-end management investment
company.

The Fund's financial statements are prepared in accordance with generally
accepted accounting principles which require the use of management estimates.
The policies described below are followed consistently by the Fund in the
preparation of its financial statements.

SECURITY VALUATION. Portfolio securities which are traded on U.S. or foreign
stock exchanges are valued at the most recent sale price reported on the
exchange on which the security is traded most extensively. If no sale occurred,
the security is then valued at the calculated mean between the most recent bid
and asked quotations. If there are no such bid and asked quotations, the most
recent bid quotation is used.

Short-term investments having a maturity of sixty days or less are valued at
amortized cost.

All other securities are valued at their fair value as determined in good faith
by the Valuation Committee of the Board of Directors. Securities valued in good
faith amounted to $2,646,675 (.62% of net assets) and are noted in the
Investment Portfolio as of June 30, 1996. Their values have been estimated by
the Board of Directors in the absence of readily ascertainable market values or
other market factors, respectively. However, because of the inherent uncertainty
of valuation, those estimated values may differ significantly from the values
that would have been used had a ready market for the securities existed, and the
difference could be material.

FOREIGN CURRENCY TRANSLATIONS. The books and records of the Fund are maintained
in U.S. dollars. Foreign currency amounts are translated into U.S. dollars
on the following basis:

     (i)  values of investment securities, other assets and liabilities at the
          daily rate of exchange;

     (ii) purchases and sales of investment securities, dividend and interest
          income and expenses at the daily rate of exchange prevailing on the
          respective dates of such transactions.

The Fund does not isolate that portion of gains and losses on investments which
is due to changes in foreign exchange rates from that which is due to changes in
market prices of the investments. Such fluctuations are included with the net
realized and unrealized gains and losses from investments.

Net realized and unrealized gain (loss) from foreign currency related
transactions includes gains and losses between trade and settlement dates on
securities transactions, gains and losses arising from the sales of foreign
currency, and gains and losses between the ex and payment dates on dividends,
interest, and foreign withholding taxes.

TAXATION. The Fund's policy is to comply with the requirements of the Internal
Revenue Code which are applicable to regulated investment companies, and to
distribute all of its taxable income to its shareholders. The Fund accordingly
paid no U.S. federal income taxes, and no federal income tax provision was
required.

From November 1, 1995 through December 31, 1995 the Fund incurred approximately
$1,198,000 of net realized capital losses which the Fund intends to elect to
defer and treat as arising in the fiscal year ended December 31, 1996.



  
                                       15

<PAGE>

[LOGO]The Brazil Fund, Inc.
Notes To Financial Statements (continued)
===============================================================================
- -------------------------------------------------------------------------------

Effective January 1, 1996, the Brazilian withholding tax on dividend income was
reduced from 15% to 0%. This rate change applies to dividends paid from a
company's 1996 profits. Dividends paid from 1995 profits will continue to be
taxed at 15%.

DISTRIBUTION OF INCOME AND GAINS. The Fund intends to distribute to
shareholders, at least annually, all of its tax basis net investment income, any
net short-term capital gains in excess of net long-term capital losses
(including any capital loss carryover) and expects to distribute annually any
net long-term capital gains in excess of net short-term capital losses
(including any capital loss carryover), which would be taxable to the Fund if
not distributed. An additional distribution may be made to the extent necessary
to avoid the payment of a four percent federal excise tax.

The timing and characterization of certain income and capital gains
distributions are determined annually in accordance with federal tax regulations
which may differ from generally accepted accounting principles. These
differences primarily relate to foreign denominated investments and certain
securities sold at a loss. As a result, net investment income (loss) and net
realized gain (loss) on investment and foreign currency related transactions for
a reporting period may differ significantly from distributions during such
period. Accordingly, the Fund may periodically make reclassifications among
certain of its capital accounts without impacting the net asset value of the
Fund.

RIGHTS OFFERING. During the year ended December 31, 1995, the Fund issued
4,060,000 shares in connection with a rights offering of the Fund's shares.
Shareholders of record on November 20, 1995 were issued one transferable right
for each share owned. The rights entitled shareholders the opportunity to
purchase one share of common stock for each three rights held at a subscription
price of $15.75 per share. Rights offering costs were approximately $660,000 and
broker and dealer manager fees were $1,565,047. The net asset value per share of
the Fund's common shareholders was reduced by approximately $1.77 per share as a
result of the share issuance.

OTHER. Investment security transactions are accounted for on a trade date basis.
Dividend income is recorded on the ex-dividend date. Interest income is recorded
on the accrual basis. Distributions to shareholders are recorded at the earlier
of ex or record date. The Fund uses the identified cost method for determining
realized gain or loss on investments and foreign currency for both financial and
federal income tax reporting purposes.

B. PURCHASES AND SALES OF SECURITIES
   ---------------------------------

During the six months ended June 30, 1996, purchases and sales of investment
securities (excluding short-term investments) aggregated $57,504,350 and
$8,730,000, respectively.

C. INVESTMENT ADVISORY AGREEMENTS AND TRANSACTIONS WITH AFFILIATED PERSONS
   -----------------------------------------------------------------------

Under the Fund's Investment Advisory and Management Agreement (the "Management
Agreement") with Scudder, Stevens & Clark, Inc. (the "Adviser"). The Fund agrees
to pay the Adviser a monthly fee at an annual rate equal to 1.175% of the Fund's
average weekly net assets. The Adviser has agreed to not charge the Fund an
amount equal to .10% of average weekly net assets in excess of $300,000,000. For
the six months ended June 30, 1996, the fee pursuant to the Management Agreement
amounted to $2,220,637 and the portion not charged to the Fund amounted to
$42,617.

The Adviser has entered into a Research and Advisory Agreement (the "Advisory
Agreement") with Banco Icatu S/A (the "Brazilian Adviser"), whereby the
Brazilian Adviser provides such investment advice, research, and assistance as
the Adviser may from time to time reasonably request. Under the



                                       16

<PAGE>

===============================================================================
- -------------------------------------------------------------------------------

Advisory Agreement, the Adviser agrees to pay the Brazilian Adviser a monthly
fee equal to 0.125% of the first $150,000,000 of the Fund's average weekly net
assets, 0.075% of such assets over $150,000,000 and up to and including
$300,000,000, and 0.025% of such assets over $300,000,000. For the six months
ended June 30, 1996, the fee pursuant to the Advisory Agreement amounted to
$160,655, of which $27,320 is unpaid at June 30, 1996.

The Fund and the Adviser entered into an Administration Agreement with Banco de
Boston S.A. ("Banco de Boston"), pursuant to which Banco de Boston acts as the
Fund's Brazilian Administrator. The Fund has agreed to pay Banco de Boston, for
services rendered, an annual fee payable quarterly in Brazilian currency equal
to $50,000 per year plus out of pocket expenses. For the six months ended June
30, 1996, the Administrator fee amounted to $25,278.

Scudder Fund Accounting Corporation ("SFAC"), a subsidiary of the Adviser, is
responsible for determining the daily net asset value per share and maintaining
the portfolio and general accounting records of the Fund. For the six months
ended June 30, 1996, the amount charged to the Fund by SFAC aggregated $116,801,
of which $39,682 is unpaid at June 30, 1996.

The Fund pays each Director not affiliated with the Adviser an annual fee of
$6,000 except for two Directors who, as residents of Brazil, receive a fee of
$12,000, plus specified amounts for each Board of Directors or committee meeting
attended. For the six months ended June 30, 1996, Directors' fees and expenses
amounted to $54,941.

D. FOREIGN INVESTMENT AND EXCHANGE CONTROLS IN BRAZIL
   --------------------------------------------------

Investing in Brazil may involve considerations not typically associated with
investing in securities issued by domestic companies such as more volatile
prices and less liquid securities.

The Brazilian Government has exercised and continues to exercise substantial
influence over many aspects of the private sector by legislation and regulation,
including regulation of prices and wages.

Brazilian law imposes certain limitations and controls which generally affect
foreign investors in Brazil. The Fund has obtained from the Brazilian Securities
Commission authorization, subject to certain restrictions, to invest in
Brazilian securities. Under current Brazilian law, the Fund may repatriate
income received from dividends and interest earned on, and net realized capital
gains from, its investments in Brazilian securities. Under its authorization,
the Fund may also repatriate capital, but only to the extent necessary to
distribute income and capital gains (as computed for U.S. federal income tax
purposes), to pay expenses incurred outside of Brazil, to repay borrowings made
for temporary or emergency purposes, and in connection with the termination of
the Fund (provided that the Fund's dissolution has been approved by holders of
at least two-thirds of the Fund's shares). Under current Brazilian law, whenever
there occurs a serious imbalance in Brazil's balance of payments or serious
reasons to foresee the imminence of such an imbalance, Brazil's National
Monetary Council may, for a limited period, impose restrictions on foreign
capital remittances abroad. Exchange control regulations, which may restrict
repatriation of investment income, capital or the proceeds of securities sales
by foreign investors, may limit the Fund's ability to make sufficient
distributions, within applicable time periods, to qualify for the favorable U.S.
tax treatment afforded to regulated investment companies.

The Fund is unable to predict whether further economic reforms or modifications
to the existing policies by the Brazilian Government may adversely affect the
liquidity of the Brazilian stock market in the future.


                                       17

<PAGE>
[LOGO]The Brazil Fund, Inc.
Report of Independent Accountants
===============================================================================
- -------------------------------------------------------------------------------

To The Shareholders and the Board of Directors of The Brazil Fund, Inc.:

In our opinion, the accompanying statement of assets and liabilities, including
the schedule of investments, and the related statements of operations and of
changes in net assets and the financial highlights present fairly, in all
material respects, the financial position of The Brazil Fund, Inc. (the "Fund")
at June 30, 1996, the results of its operations, the changes in its net assets
and the financial highlights for each of the periods indicated, in conformity
with generally accepted accounting principles. These financial statements and
financial highlights (hereafter referred to as "financial statements") are the
responsibility of the Fund's management; our responsibility is to express an
opinion on these financial statements based on our audits. We conducted our
audits of these financial statements in accordance with generally accepted
auditing standards which require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audits, which included confirmation of securities at June 30, 1996 by
correspondence with the custodian and brokers, and the application of
alternative auditing procedures where confirmations from brokers were not
received, provide a reasonable basis for the opinion expressed above.


PRICE WATERHOUSE LLP

Boston, Massachusetts
August 13, 1996


                                       18
<PAGE>


Dividend Reinvestment and Cash Purchase Plan

The Plan

     The Fund's Dividend Reinvestment and Cash Purchase Plan (the "Plan") offers
you an automatic way to reinvest your dividends and capital gain distributions
in shares of the Fund. The Plan also provides for cash investments in Fund
shares of $100 to $3,000 semiannually through The First National Bank of Boston,
the Plan Agent.

Automatic Participation

     Each shareholder of record is automatically a participant in the Plan
unless the shareholder has instructed the Plan Agent in writing otherwise. Such
a notice must be received by the Plan Agent not less than 10 days prior to the
record date for a dividend or distribution in order to be effective with respect
to that dividend or distribution. A notice which is not received by that time
will be effective only with respect to subsequent dividends and distributions.

     Shareholders who do not participate in the Plan will receive all
distributions in cash paid by check in dollars mailed directly to the
shareholder by The First National Bank of Boston, as dividend paying agent.

Shares Held by a Nominee

     If your shares are held in the name of a brokerage firm, bank, or other
nominee as the shareholder of record, please consult your nominee (or any
successor nominee) to determine whether it is participating in the Plan on your
behalf. Many nominees are generally authorized to receive cash dividends unless
they are specifically instructed by a client to reinvest. If you would like your
nominee to participate in the Plan on your behalf, you should give your nominee
instructions to that effect as soon as possible.

Pricing of Dividends and Distributions

     If the market price per share on the payment date for the dividend or
distribution or, if that date is not a New York Stock Exchange trading date, the
next preceding trading date (the "Valuation Date") equals or exceeds net asset
value per share on that date, the Fund will issue new shares to participants at
the greater of the following on the Valuation Date: (a) net asset value, or (b)
95% of the market price. If the net asset value exceeds the market price of Fund
shares at such time, participants in the Plan are considered to have elected to
receive shares of stock from the Fund, valued at market price, on the Valuation
Date. In either case, for Federal income tax purposes, the shareholder receives
a distribution equal to the market value on the Valuation Date of new shares
issued. State and local taxes may also apply. If the Fund should declare an
income dividend or net capital gain distribution payable only in cash, the Plan
Agent will, as agent for the participants, buy Fund shares in the open market,
on the New York Stock Exchange or elsewhere, for the participants' account on,
or shortly after, the payment date.

Voluntary Cash Purchases

     Participants in the Plan have the option of making additional cash payments
to the Plan Agent, semiannually, in any amount from $100 to $3,000, for
investment in the Fund's shares. The Plan Agent will use all such monies
received from participants to purchase Fund shares in the open market on or
about February 15 and August 15. Any voluntary cash payments received more than
30 days prior to these dates will be returned by the Plan Agent, and interest
will not be paid on any uninvested cash payments. To avoid unnecessary cash
accumulations, and also to allow ample time for receipt and processing by the
Plan Agent, it is suggested that participants send in voluntary cash payments to
be received by the Plan Agent approximately ten days before February 15, or
August 15, as the case may be. A participant may withdraw a voluntary cash
payment by written notice, if the notice is received by the Plan Agent not less
than 48 hours before such payment is to be invested.


                                       19
<PAGE>

Dividend Reinvestment and Cash Purchase Plan (continued)

Participant Plan Accounts

     The Plan Agent maintains all participant accounts in the Plan and furnishes
written confirmation of all transactions in the account, including information
needed by participants for personal and tax records. Shares in the account of
each plan participant will be held by the Plan Agent in non-certificated form in
the name of the participant, and each participant will be able to vote those
shares purchased pursuant to the Plan at a shareholder meeting or by proxy.

No Service Fee to Reinvest

     There is no service fee charged to participants for reinvesting dividends
or distributions from net realized capital gains. The Plan Agent's fees for the
handling of the reinvestment of dividends and capital gain distributions will be
paid by the Fund. There will be no brokerage commissions with respect to shares
issued directly by the Fund as a result of dividends or capital gain
distributions payable either in stock or in cash. However, participants will pay
a pro rata share of brokerage commissions incurred with respect to the Plan
Agent's open market purchases in connection with the reinvestment of any
dividends or capital gain distributions payable only in cash.

Costs for Cash Purchases

     With respect to purchases of Fund shares from voluntary cash payments, the
Plan Agent will charge $1.00 for each such purchase for a participant. Each
participant will pay a pro rata share of brokerage commissions incurred with
respect to the Plan Agent's open market purchases of Fund shares in connection
with voluntary cash payments made by the participant.

     Brokerage charges for purchasing small amounts of stock for individual
accounts through the Plan are expected to be less than the usual brokerage
charges for such transactions, because the Plan Agent will be purchasing stock
for all participants in blocks and pro-rating the lower commission thus
attainable.

Amendment or Termination

     The Fund and the Plan Agent each reserve the right to terminate the Plan.
Notice of the termination will be sent to the participants of the Plan at least
30 days before the record date for a dividend or distribution. The Plan also may
be amended by the Fund or the Plan Agent, but (except when necessary or
appropriate to comply with applicable law, rules or policies of a regulatory
authority) only by giving at least 30 days' written notice to participants in
the Plan.

     A participant may terminate his account under the Plan by written notice to
the Plan Agent. If the written notice is received 10 days before the record day
of any distribution, it will be effective immediately. If received after that
date, it will be effective as soon as possible after the reinvestment of the
dividend or distribution.

     If a participant elects to sell his shares before the Plan is terminated,
the Plan Agent is authorized to deduct a fee of 5% of the gross proceeds, to a
maximum of $3.50, plus brokerage commissions from the sale transaction.

Plan Agent Address and Telephone Number

     You may obtain more detailed information by requesting a copy of the Plan
from the Plan Agent. All correspondence (including notifications) should be
directed to: The Brazil Fund, Inc. Dividend Reinvestment and Cash Purchase Plan,
c/o The First National Bank of Boston, P.O. Box 8209, Boston, MA 02266-8209,
1-800-426-5523.


                                       20
<PAGE>

Investment Manager and Administrator

     The investment manager and administrator of The Brazil Fund, Inc. (the
"Fund") is Scudder, Stevens & Clark, Inc., one of the most experienced
investment management and investment counsel firms in the United States.
Established in 1919, the firm provides investment counsel for individuals,
investment companies and institutions. Scudder has offices throughout the United
States and subsidiaries in London and Tokyo.

     Scudder has been a leader in international investment management for over
40 years. It manages Scudder International Fund, which was initially
incorporated in Canada in 1953 as the first foreign investment company
registered with the U.S. Securities and Exchange Commission. Scudder's
investment company clients include nine other open-end investment companies
which invest primarily in foreign securities.

     In addition to the Fund, Scudder also manages the assets of seven other
closed-end investment companies which invest in foreign securities: The
Argentina Fund, The Korea Fund, The Latin America Dollar Income Fund, Scudder
New Asia Fund, Scudder New Europe Fund, and Scudder World Income Opportunities
Fund are traded on the New York Stock Exchange and The First Iberian Fund is
traded on the American Stock Exchange.


                                       21
<PAGE>


Directors and Officers

JURIS PADEGS*
    Chairman of the Board and Director

NICHOLAS BRATT*
    President and Director

EDGAR R. FIEDLER
    Director

ROBERTO TEIXEIRA DA COSTA
    Director and Resident Brazilian Director

RONALDO A. DA FROTA NOGUEIRA
    Director and Resident Brazilian Director

WILSON NOLEN
    Director

EDMOND D. VILLANI*
    Director

LINO OTTO BOHN
    Honorary Director

EDMUND B. GAMES, JR.*
    Vice President

JERARD K. HARTMAN*
    Vice President

DAVID S. LEE*
    Vice President

PAMELA A. McGRATH*
    Treasurer

KATHRYN L. QUIRK*
    Vice President and Assistant Secretary

THOMAS F. McDONOUGH*
    Secretary

EDWARD J. O'CONNELL*
    Vice President and Assistant Treasurer

COLEEN DOWNS DINNEEN*
    Assistant Secretary

* Scudder, Stevens & Clark, Inc.



                                       22



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