MERRILL LYNCH WORLD INCOME FUND INC
N-30D, 1994-02-28
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MERRILL 
LYNCH 
WORLD 
INCOME 
FUND, INC.

FUND LOGO

Annual Report   December 31, 1993

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.

Merrill Lynch
World Income Fund, Inc.
Box 9011
Princeton, NJ
08543-9011

MERRILL LYNCH WORLD INCOME FUND, INC.

Officers and
Directors

Arthur Zeikel, President and Director
Kenneth S. Axelson, Director
Herbert I. London, Director
Joseph L. May, Director
Andre F. Perold, Director
Terry K. Glenn, Executive Vice President
N. John Hewitt, Senior Vice President
Donald C. Burke, Vice President
Vincent T. Lathbury III, Vice President
Robert J. Parish, Vice President
Aldona Schwartz, Vice President
Gerald M. Richard, Treasurer
Mark B. Goldfus, Secretary
<PAGE>
Custodian
State Street Bank & Trust Company
225 Franklin Street
Boston, Massachusetts 02110

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

Important Tax
Information

Merrill Lynch World Income Fund, Inc. declared a long-term capital 
gains distribution of $0.028157 per share, which was payable on 
December 31, 1993 to shareholders of record on December 22, 1993.


DEAR SHAREHOLDER

Throughout 1993, chronic global deflationary conditions continued to
support bond prices across many national markets. In Europe, many
central banks were impelled to effect monetary policy easings, either 
independent of or in conjunction with the German Bundesbank, in an 
endeavor to correct the harsh consequences from recessionary conditions. 
In Japan, the combination of new fiscal stimulus programs and monetary 
policy easings by the Bank of Japan demonstrated the government's 
attempts to reverse the economy's predicament. In the United States, 
the Federal Reserve Board's accommodative monetary policy was main-
tained during the year to encourage the economy's moderate recovery, 
amidst recent mild price pressures. Although the majority of the  
industrial economies have been hampered by recessionary downturns 
over the past few years, the long-awaited successful conclusion of 
the Uruguay round of negotiations on the General Agreement on Tariffs 
and Trade (GATT) in November has now enhanced the prospects for global 
growth over the next few years.

During 1993, the US dollar traded strongly in general versus the major
currencies, especially the Deutsche mark, mainly because of worsening
European and Japanese economic conditions, declining short-term
interest rate differentials following various central bank monetary 
policy easings, and continuing evidence of the emergence of a moderate 
US economic recovery.
<PAGE>
Although the revival of US economic activity seen this year has not
been as widespread as in previous recovery periods, notable gains have
been achieved over the past few months. The final report for third
quarter gross domestic product (GDP) posted growth of 2.9% (the
strongest level since the fourth quarter of 1992) and revealed strong
gains in housing sales, durable goods purchases and retail sales. 
Following such an improvement, forecasters have raised their ex-
pectations for the fourth quarter. However, since the majority of 
recent gains have been registered in non-recurring items such as 
housing and vehicle purchases, it is possible that the recent pace 
of growth may not carry over into 1994's first quarter. Furthermore, 
we believe an additional risk to strong growth prospects is the imminent 
imposition of higher taxes. Yet, given the low levels of both productive 
capacity and price pressures, it is foreseeable that the US economy can 
sustain a moderate growth pattern over the medium term.

Recent reports of significant declines registered in industrial production
and retail sales amidst rising unemployment and worsening corporate results 
clearly exhibit Germany's economic predicament. Additionally, the recently 
announced significant cuts in social welfare benefits in an endeavor to 
correct the nation's worsening fiscal position suggest that the Bundesbank 
will need to carry out another monetary policy easing to stimulate 
domestic demand, despite the chronically high levels of prices and money 
supply growth. However, since the causes of many of Germany's economic 
ills are rooted in complex structural issues, the recession is now 
forecast to persist until late 1994.

The painful combination of rising corporate bankruptcies and poor
income growth which have influenced sharp declines in the Nikkei
Index and depressed business and consumer confidence levels despite
record low interest rates paints a gloomy portrait of the Japanese
economy. The yen's strong value versus the principal traded currencies 
for the majority of 1993 has contributed to declining economic growth, as 
the erosion of industrial competitiveness and corporate profits have both 
caused unforeseen rises in unemployment. As the new political coalition 
is increasingly threatened over opposing intragovernmental views concerning 
the appropriate mix of economic recovery measures, hope is now centered 
around the introduction of income tax relief measures within a new 
stimulus package during first quarter 1994 to boost the economy's
prospects.

Although Canada's real GDP grew 2.4% during the third quarter of 1993, 
both the Canadian dollar and bond market were unduly pressured ahead of 
October's federal election and with the reports of high federal and 
provincial deficit levels. However, the new liberal government's re-
strictive view toward the nation's fiscal stance should become more
supportive of lower interest rates. Although gains were realized during
the past few months in net exports, business investment and personal
consumption, the persistently high unemployment rate and low productive 
capacity levels still suggest that the economy will remain in a period 
of sub-4% growth over the intermediate term.
<PAGE>
Global Outlook & Strategy
With the significant growth in the Fund's assets during 1993, we have
maintained an overweighted US-dollar concentration. We favored this
strategy because of the constrained value of alternative European
investments with their stubbornly high hedging costs.

While the further realization of weakening European economies suggests 
less volatile currency trading and lower interest rate environments, the 
prospect for near-term market volatility has yet to be diminished. In-
vestors may not react in unison to the prospect of federal elections in 
several European nations during 1994, and their views of fiscal and monetary 
policy mixes designed to stimulate economic activity may also differ.

During the year, we maintained the Fund's moderately overweighted
exposure to Italy, Spain and Sweden. However, given the prospects for
currency volatility, a core hedge position was maintained against
these countries' currencies. A new overweight position in Belgium was
established in the second half of the year after a substantial selloff 
in the market provided us with excellent value. With the realization of 
positive fundamentals benefiting the UK bond market, we are also main-
taining an overweighted position. Finally, during the year, we reduced 
our Canadian exposure from a very overweight to an overweight position
while increasing our exposure to the Australian market. The Japanese
exposure remained largely unchanged while profits were taken in New 
Zealand.

The US dollar remained strong versus the Deutschemark because of
Europe's languid economic condition, the continued signs of a moderate
US economic recovery, and the now smaller interest rate differential
between short-term US and German investments over the intermediate
term. However, we believe the dollar may experience some weakness
following the imposition of higher taxes in 1994, which could restrain
the US economy's future growth prospects. Nevertheless, as in pre-
vious periods, we will maintain the Fund's US-dollar composition, 
while we stand ready to raise its exposure to unhedged European 
investments when such opportunities arise.

High-Yield Market
Fiscal 1993 was a very good year for high-yield securities. It was a 
year in which high-yield bond prices advanced with relative consistency
(excepting two minor corrections in April and September), capped by a
solid rally during October. The net result was a +3.5% return for the
unmanaged Merrill Lynch High Yield Master Index for the three months
ended December 31, 1993, bringing the twelve-month return to +17.20%.

During the year, a record 330 new issues totaling $59 billion were
brought to market compared with 204 issues and $38 billion in the
prior year. Steady cash inflows into high-yield mutual funds enhanced
the receptivity of new issues while price gains in selected cyclical
securities contributed to a strong secondary market environment.
Fortunately, the credit quality of the new-issue volume remained good.
Only 16% of the new high-yield bonds sold in 1993 were rated in the
lowest-quality categories (B- or lower) by the major rating services,
about the same as 1992. These numbers compare most favorably
with the 60% B- and below in 1987-1988, a time of exceptionally 
low-quality new-issue supply.

We believe that the outlook for the high-yield market remains attractive.
Our positive view reflects:
<PAGE>
* Attractive valuations. The yield spreads off US Treasury securities
remain compelling at 4%. Also, yield premiums, which measure the
incremental yield provided by high-yield bonds over US Treasury
securities of similar maturity, are in the highest quartile of their 
range over the past ten years.

* A benign environment for high-yield investments. The economy has been
expanding moderately throughout the year and we believe that growth
is likely to continue over at least the next few quarters. This means
generally improving corporate profits, a positive particularly for
cyclical companies. In addition, the relatively high valuations on 
equities have encouraged reequitization or the substitution of debt 
with equity on the balance sheets of leveraged companies. These trends 
have resulted in the lowest default rates in years. We believe that 
low default rates will continue at least through 1994.

* An improving technical situation. The high-yield bond market was
depressed in the third quarter by a record supply of new issues in 
the face of modest flows of cash from the market. Much of the supply
reflected the desire of companies to reduce short-term bank debt, ex-
tend the maturity of debt obligations, and reduce annual debt repayment
requirements. Since that time, cash inflows have increased sharply
though supply has remained heavy. We believe supply could ease in the
second quarter of 1994, permitting the prices of outstanding bonds to 
rise.

At December 31, 1993, cash equivalents totaled 11.48% of net assets. The
Fund's average maturity was 8 years, 9 months. Major industries repre-
sented in the portfolio include: energy, 4.09%; conglomerates, 3.78%;
food and beverage, 4.39%; broadcasting and publishing, 3.62%; and
hotels and casinos, 2.51%.

Fiscal Year In Review
Our main bond strategy of increasing the European bond position during
1993 benefited the Fund's total return since the European bloc was
the best performing of the three major bond blocs: dollar bloc, Japan
and Europe (dollar bloc countries include the United States, Canada,
Mexico, Australia and New Zealand). While the US market lagged all the
major markets, Canada and Australia substantially outperformed the
United States. The Japanese bond market underperformed relative to
all but the US bond market. Foreign exchange movements in Europe,
Canada and Australia adversely affected the Fund during the year as
the US dollar appreciated more than 9% versus the European currency
bloc, 4% versus the Canadian dollar and a modest 1.5% versus the
Australian dollar. The Japanese yen set new record highs, ending 1993
with a gain of 12% versus the US dollar.
<PAGE>
Within the high-yield portion of the portfolio, our strategies during 
the fiscal year reflect our positive outlook for high-yield bonds. As 
our confidence in the strength of the economy grew during the year, we
increased investments in cyclical companies (those whose earnings are 
very sensitive to the business cycle). We added the issues of three
airlines in the second quarter and building products companies such
as USG Corp., Pacific Lumber Co., and American Standard Inc. We also 
increased portfolio exposure to aluminum and paper industry issues
during the year. These strategies benefited the total return of the
high-yield portion the portfolio during the period under review.

Overall, yield spreads between quality groups continued to compress in 
1993 with somewhat better performance in lower-quality, higher-yielding 
names. It appears likely that this trend of compression of yields between 
quality groups which began several years ago has about run its course. Our 
credit quality profile therefore approaches a market weighting. We have 
focused securities purchases on new issues generally with five-year call 
protection. The largest contribution to portfolio returns was from cyclical
credits, including chemicals, paper, transportation, and building-related
companies. We believe cyclicals will continue to outperform in 1994.

We thank you for your continued investment in Merrill Lynch World
Income Fund, Inc., and we look forward to reviewing our outlook
and strategy with you again in our next report to shareholders.

Sincerely,

(Arthur Zeikel)
Arthur Zeikel
President

(Vincent T. Lathbury)
Vincent T. Lathbury III
Vice President and Portfolio Manager

(Robert J. Parish)
Robert J. Parish
Vice President and Portfolio Manager


February 4, 1994

PERFORMANCE DATA

              None of the past results shown should be considered a 
              representation of future performance. Investment return and 
              principal value of Class A and Class B Shares will fluctuate 
              so that shares, when redeemed, may be worth more or less than 
              their original cost.
<PAGE>
<TABLE> 
Recent
Performance
Results* 
<CAPTION>
                                                                                                           12 Month        3 Month
                                                                         12/31/93    9/30/93   12/31/92    % Change        % Change
              <S>                                                        <C>        <C>        <C>        <C>             <C>
              Class A Shares                                             $9.28      $9.18      $8.85      +5.18%(1)       +1.40%(1)
              Class B Shares                                              9.28       9.17       8.85      +5.18(1)        +1.51(1)
              Class A Shares--Total Return                                                                +14.12(2)       +3.33(3)
              Class B Shares--Total Return                                                                +13.27(4)       +3.22(5)
              Class A Shares-Standardized 30--day Yield                   6.88%
              Class B Shares-Standardized 30--day Yield                   6.39%
<FN>
*Investment results shown for the 3-month and 12-month periods are before the deduction of any sales charges.
(1)Percent change includes reinvestment of $0.028 per share capital gains distributions.
(2)Percent change includes reinvestment of $0.750 per share ordinary income dividends and $0.028 per share capital
   gains distributions.
(3)Percent change includes reinvestment of $0.196 per share ordinary income dividends and $0.028 per share capital
   gains distributions.
(4)Percent change includes reinvestment of $0.681 per share ordinary income dividends and $0.028 per share capital
   gains distributions.
(5)Percent change includes reinvestment of $0.176 per share ordinary income dividends and $0.028 per share capital
   gains distributions.
</TABLE>

PERFORMANCE DATA (concluded)

GRAPHIC MATERIAL APPEARS HERE. 
SEE APPENDIX GRAPHIC AND IMAGE MATERIAL ITEM 1.



Average Annual
Total Return++

                                    % Return Without        % Return With
                                        Sales Charge         Sales Charge*
Class A Shares*
Year Ended 12/31/93                     +14.12%                + 9.56%
Five Years Ended 12/31/93               +11.88                 +10.97
Inception (9/29/88) through 12/31/93    +12.61                 +11.74
[FN]
++Performance results for per share net asset value of Class A Shares prior to
  November 18, 1991 are for the period when the Fund was closed-end.
 *Maximum sales charge is 4%.
**Assuming maximum sales charge.

                                         % Return              % Return
                                       Without CDSC            With CDSC**
Class B Shares*
Year Ended 12/31/93                     +13.27%                 +9.27%
Inception (11/18/91) through 12/31/93   + 9.52                  +8.67
[FN]
 *Maximum contingent deferred sales charge is 4% and is reduced to 0% after
  4 years.
**Assuming payment of applicable contingent deferred sales charge.
<PAGE>


<TABLE>
Performance
Summary--
Class A Shares++
<CAPTION>
                                               Net Asset Value                  Capital Gains
Period Covered              Beginning           Ending             Distributed       Dividends Paid*        % Change**
<C>                           <C>                <C>                 <C>                 <C>                  <C>  
9/29/88-12/31/88              $9.35              $9.68                   --              $0.280               + 6.53%
1989                           9.68               9.13               $0.002               1.159               + 6.32
1990                           9.13               8.53                   --               1.463               + 9.46
1991                           8.53               9.30                   --               1.106               +21.99
1992                           9.30               8.85                0.019               0.990               + 6.15
1993                           8.85               9.28                0.028               0.750               +14.12
                                                                     ------              ------
                                                               Total $0.049        Total $5.748

                                                                     Cumulative total return as of 12/31/93: +86.68%**
<FN>
++Performance results for per share net asset value of Class A Shares prior to November 18, 1991 are for the period
  when the Fund was closed-end.
 *Figures may include short-term capital gains distributions.
**Figures assume reinvestment of all dividends and capital gains distributions at net asset value on the payable date,
  and do not include sales charge; results would be lower if sales charge was included.
</TABLE>
<TABLE>

Performance
Summary--
Class B Shares
<CAPTION>
                                 Net Asset Value                  Capital Gains
Period Covered              Beginning           Ending             Distributed       Dividends Paid*        % Change**
<C>                           <C>                <C>                 <C>                 <C>                  <C>      
11/18/91-12/31/91             $9.26              $9.30                   --              $0.112               + 1.64%
1992                           9.30               8.85               $0.019               0.919               + 5.34
1993                           8.85               9.28                0.028               0.681               +13.27
                                                                     ------              ------
                                                               Total $0.047        Total $1.712

                                                                     Cumulative total return as of 12/31/93: +21.27%**
<FN>
 *Figures may include short-term capital gains distributions.
**Figures assume reinvestment of all dividends and capital gains distributions at net asset value on the payable date,
  and do not reflect deduction of any sales charge; results would be lower if sales charge was deducted.

</TABLE>
<PAGE>
<TABLE>                                                                       
SCHEDULE OF INVESTMENTS                                                                                          (in US dollars)
<CAPTION>
LATIN AMERICA
AND THE                               Face                                                                   Value      Percent of
CARIBBEAN    Industries               Amount     Fixed-Income Investments                   Cost            (Note 1a)   Net Assets
<S>                       <S>      <C>           <S>                                        <C>            <C>                <C>
Argentina  
Automobiles               US$       5,570,000    Sevel Argentina, S.A., 8.50%
                                                   due 11/17/1996                           $  5,608,200   $  5,674,438       0.22%

Banking                             2,000,000    Banco de Galicia y Buenos Aires, S.A.,
                                                   9.75% due 10/08/1997                        2,097,500      2,120,000       0.08
                                    3,000,000    Banco Frances del Rio de la Plata, S.A.,
                                                   8.50% due 7/15/1998                         3,012,500      3,090,000       0.12
                                                                                            ------------   ------------       ----
                                                                                               5,110,000      5,210,000       0.20
Energy                              2,000,000  ++Transportadora de Gas de Sur, 7.75% due
                                                   12/23/1998                                  2,010,000      2,002,500       0.08

Foreign Government                               Republic of Argentina:
Obligations                         7,000,000      8.25% due 8/02/2000                         7,038,405      7,188,125       0.28
                                   10,000,000      8.375% due 12/20/2003                       9,936,800     10,137,500       0.39
                                                                                            ------------   ------------       ----
                                                                                              16,975,205     17,325,625       0.67

Industrial Services                 8,560,000    Compania Naviera Perez Companc
                                                   S.A.C.F.I.M.F.A. S.A., 8.375%
                                                   due 7/30/1998                               8,678,150      8,709,800       0.34

Telecommunications                  7,500,000    Telecom Argentina Stet--France Telecom,
                                                   S.A., 8.375% due 10/18/2000                 7,471,125      7,687,500       0.30
                                    7,000,000    Telefonica de Argentina, S.A., 8.375% due
                                                   10/01/2000                                  7,025,800      7,166,250       0.28
                                                                                            ------------   ------------       ----
                                                                                              14,496,925     14,853,750       0.58

                                                 Total Fixed-Income Investments in Argentina  52,878,480     53,776,113       2.09

Colombia   
Foreign Government                  3,000,000    Financiera Energetica Nacional, S.A., 6.625%
Obligations--Agency                                due 12/13/1996                              2,977,500      2,981,250       0.12
                                                   

                                                 Total Fixed-Income Investments in Colombia    2,977,500      2,981,250       0.12

Mexico     
Banking                             2,000,000    Banco del Atlantico SNC, 7.875%
                                                   due 11/05/1998                              1,993,100      2,017,500       0.08
                                    1,700,000    Banco Nacional Mexico, S.A. (BANAMEX),
                                                   9.125% due 4/06/2000                        1,770,563      1,859,375       0.07
                                    6,500,000  ++Grupo Financiero Bancomer, S.A. de C.V.,
                                                   8.00% due 7/07/1998                         6,477,250      6,796,563       0.26
                                                                                            ------------   ------------       ----
                                                                                              10,240,913     10,673,438       0.41
<PAGE>
Broadcasting &                      2,500,000    Grupo Televisa, S.A. de C.V., 10.00%
Publishing                                         due 11/09/1997                              2,674,375      2,787,500       0.11

Food & Beverage                     4,400,000    Fomento Economico Mexicano, S.A. de C.V.
                                                   (Femsa), 9.50% due 7/22/1997                4,553,875      4,785,000       0.19
                                    1,500,000    Gruma, S.A. de C.V., 9.75% due 3/09/1998      1,499,250      1,659,375       0.06
                                    3,500,000    Grupo Embotellador de Mexico, S.A. de C.V.
                                                   (GGEMEX), 10.75% due 11/19/1997             3,752,500      3,920,000       0.15
                                                                                            ------------   ------------       ----
                                                                                               9,805,625     10,364,375       0.40

           
           
Foreign Government &                2,000,000    Banco Nacional of Commerce Exterior, 8.00%
Agency Obligations                                 due 8/05/2003                               2,002,500      2,045,000       0.08
                                    4,000,000    Nacional Financiera, 10.625% 
                                                   due 11/22/2001                              4,420,000      4,695,000       0.18
                          Pound  
                          Sterling 10,000,000    United Mexican States, Government Bond,
                                                   12.25% due 12/03/1998                      17,422,207     17,265,996       0.67
                                                                                            ------------   ------------       ----
                                                                                              23,844,707     24,005,996       0.93

Industrial Services                              Cemex, S.A.:
                                    4,250,000    ++8.875% due 6/10/1998                        4,230,025      4,571,406       0.18
                                    2,500,000      10.00% due 11/05/1999                       2,570,375      2,828,125       0.11
                                    4,000,000      8.50% due 8/31/2000                         4,049,800      4,262,500       0.17
                                    3,500,000    Empresas ICA Sociedad Controladora, S.A.
                                                   de C.V., 9.75% due 2/11/1998                3,589,375      3,871,875       0.15
                                                                                            ------------   ------------       ----
                                                                                              14,439,575     15,533,906       0.61

Retail Stores                       2,210,000    Controladora Comercial Mexicana, S.A. de
                                                   C.V. (COMERCI), 8.75% due 4/21/1998         2,236,615      2,314,975       0.09
                                    7,140,000    El Puerto de Liverpool, S.A. 
                                                   de C.V., 7.25% due 10/19/1996               7,180,350      7,229,250       0.28
                                                                                            ------------   ------------       ----
                                                                                               9,416,965      9,544,225       0.37

                                                 Total Fixed-Income Investments in Mexico     70,422,160     72,909,440       2.83

Trinidad & Tobago
Foreign Government                               Republic of Trinidad and Tobago:
Obligations                         2,000,000      11.50% due 11/20/1997                       2,100,000      2,170,000       0.08
                                    4,000,000      9.75% due 11/03/2000                        3,991,600      4,120,000       0.16
                                                                                            ------------   ------------       ----
                                                                                               6,091,600      6,290,000       0.24

                                                 Total Fixed-Income Investments in 
                                                 Trinidad & Tobago                             6,091,600      6,290,000       0.24

                                                 Total Fixed-Income Investments in 
                                                 Latin American and Caribbean Securities     132,369,740    135,956,803       5.28


<PAGE>
</TABLE>

<TABLE>                                                                         
SCHEDULE OF INVESTMENTS (continued)                                                                             (in US dollars)
<CAPTION>

NORTH                                 Face                                                                   Value      Percent of
AMERICA      Industries               Amount     Fixed-Income Investments                   Cost            (Note 1a)   Net Assets
<S>                       <S>      <C>           <S>                                        <C>            <C>                <C>
Canada     
Food & Beverage           US$      10,000,000    Canandaigua Wine, 8.75% due 12/15/2003     $ 10,000,000   $ 10,025,000       0.39%

Foreign Government                               Canadian Government Bonds:
Obligations               C$       80,000,000      6.50% due 9/01/1998                        61,439,136     62,344,411       2.42
                                   80,000,000      7.50% due 12/01/2003                       63,245,396     64,259,819       2.50
                                                                                            ------------   ------------       ----
                                                                                             124,684,532    126,604,230       4.92

                                                 Total Fixed-Income Investments in Canada    134,684,532    136,629,230       5.31

United States    
Air Transport                                    Delta Air Lines, Inc.:
                          US$      16,746,911      9.375% due 9/11/2007 (b)                   17,032,948     17,258,043       0.67
                                   10,000,000      10.50% due 4/30/2016                       10,287,500     10,693,470       0.42
                                    7,100,000    United Air Pass-Through, 10.125%
                                                   due 3/22/2015                               7,684,046      7,805,215       0.30
                                   15,000,000    USAir, 10.375% due 3/01/2013                 15,000,000     14,977,305       0.58
                                                                                            ------------   ------------       ----
                                                                                              50,004,494     50,734,033       1.97

Broadcasting &                     12,000,000    Cablevision Systems Corp., 14.00%
Publishing                                         due 11/15/2003                             12,971,250     12,525,000       0.49
                                   10,190,000    Century Communications Corp., 11.875%
                                                   due 10/15/2003                             10,701,550     11,693,025       0.45
                                   10,000,000    Continental Cablevision,
                                                   9.50% due 8/01/2013                        10,000,000     11,150,000       0.43
                                   13,000,000    Heritage Media, 11.00% due 6/15/2002         13,295,625     14,332,500       0.56
                                   15,000,000    K-III Communications Corp., 10.625%
                                                   due 5/01/2002                              15,125,000     16,275,000       0.63
                                   10,000,000    Newscorporation of America Holdings, Inc.,
                                                   9.125% due 10/15/1999                       9,688,500     11,200,000       0.44
                                    5,000,000    Storer Communications, Inc., 10.00%
                                                   due 5/15/2003                               4,587,500      5,050,000       0.20
                                   10,000,000    Videotron Group, Ltd. Co., 10.25%
                                                   due 10/15/2002                             10,043,750     11,050,000       0.42
                                                                                            ------------   ------------       ----
                                                                                              86,413,175     93,275,525       3.62

Building Materials                 15,300,000    Pacific Lumber Co., 10.50% due 3/01/2003     15,462,750     15,797,250       0.61
                                                 USG Corp.:
                                   10,000,000      10.25% due 12/15/2002                       9,968,750     10,250,000       0.40
                                   11,035,000      8.75% due 3/01/2017                         9,717,469     10,152,200       0.39
                                                                                            ------------   ------------       ----
                                                                                              35,148,969     36,199,450       1.40
<PAGE>
Business Services                  20,000,000    ADT Operations, 9.25% due 8/01/2003          20,073,188     20,500,000       0.80
                                   10,000,000    Bell & Howell Co., Series B, 10.75%
                                                   due 10/01/2002                             10,000,000     10,925,000       0.42
                                                                                            ------------   ------------       ----
                                                                                              30,073,187     31,425,000       1.22

Capital Goods                       6,000,000    Rexnord Corp., 10.75% due 7/01/2002           6,000,000      7,200,000       0.28

Cellular Telephones                 5,000,000    Paging Network, Inc., 11.75% due 5/15/2002    5,000,000      5,637,500       0.22
& Paging                            7,775,000    Rogers Communication, Inc., 10.875%
                                                   due 4/15/2004                               7,809,875      8,669,125       0.34
                                                                                            ------------   ------------       ----
                                                                                              12,809,875     14,306,625       0.56

Chemicals                          33,860,000    G-I Holdings, Inc., 11.964%*
                                                   due 10/01/1998                             20,032,213     21,585,750       0.83
                                   12,000,000    Uniroyal Chemical, 9.00% due 9/01/2000       12,000,000     12,240,000       0.48
                                                                                            ------------   ------------       ----
                                                                                              32,032,213     33,825,750       1.31
Conglomerates                                    Coltec Industries:
                                    5,000,000      9.75% due 11/01/1999                        5,312,500      5,350,000       0.21
                                   20,000,000      10.25% due 4/01/2002                       20,387,500     21,450,000       0.83
                                   11,000,000    Gillette Holdings, 12.25% due 6/30/2002      11,275,000     11,990,000       0.47
                                   15,000,000    Jordan Industries, 10.375% due 8/01/2003     14,850,000     15,225,000       0.59
                                                 Sequa Corp.:
                                   13,018,000      10.50% due 5/01/1998                       13,393,630     13,603,810       0.53
                                    9,000,000      9.375% due 12/15/2003                       9,000,000      9,045,000       0.35
                                   10,100,000    Sherritt Gordon, Ltd., 9.75% due 4/01/2003   10,148,750     10,150,500       0.39
                                   10,000,000    Southern Pacific Rail Co.,
                                                   9.375% due 8/15/2005                       10,000,000     10,650,000       0.41
                                                                                            ------------   ------------       ----
                                                                                              94,367,380     97,464,310       3.78

Consumer Goods                     10,000,000    Liggett Group, Inc., 11.50% due 2/01/1999     9,701,123      7,350,000       0.29
                                   30,350,000    Revlon Worldwide, 12.00%* due 3/15/1998      18,605,506     15,478,500       0.60
                                                                                            ------------   ------------       ----
                                                                                              28,306,629     22,828,500       0.89

Containers                                       Owens Illinois:
                                    5,000,000      10.00% due 8/01/2002                        5,006,250      5,306,250       0.21
                                   20,000,000      11.00% due 12/01/2003                      21,906,562     23,000,000       0.89
                                    6,100,000    Silgan Holdings Corp., 11.75% 
                                                   due 6/15/2002                               6,194,875      6,542,250       0.25
                                                                                            ------------   ------------       ----
                                                                                              33,107,687     34,848,500       1.35
<PAGE>
Energy                                           Clark Oil Co.:
                                    8,360,000      10.50% due 12/01/2001                       8,827,300      9,018,350       0.35
                                    4,000,000      9.50% due 9/15/2004                         4,000,000      4,200,000       0.16
                                    7,000,000    Clark R & M Holdings, Inc., 11.391%*
                                                   due 2/15/2000                               3,720,259      3,823,750       0.15
                                   13,300,000    Ferrell Gas Co., Inc.,
                                                   11.625% due 12/15/2003                     13,670,165     14,413,875       0.56
                                   10,000,000    Gulf Canada Resources, Ltd., 9.00%
                                                   due 8/15/1999                               9,158,438      9,916,500       0.39
                                                 Maxus Energy Corp.:
                                    6,500,000      9.875% due 10/15/2002                       6,485,050      6,483,750       0.25
                                    1,000,000      11.50% due 11/15/2015                       1,051,250      1,050,000       0.04
                                    5,000,000    Oryx Energy Co., 10.375% due 9/15/2018        4,956,310      5,387,405       0.21
                                   15,000,000    Rowan Companies, Inc., 11.875%
                                                   due 12/01/2001                             15,590,000     16,687,500       0.65
                                   15,000,000    Seagull Energy Corp., 8.625% due 8/01/2005   15,000,000     14,925,000       0.58
                                   10,000,000    Trans Texas Gas Corp., 10.50% due 9/01/2000  10,000,000     10,500,000       0.41
                                    9,100,000    Tucson Electric, 10.732% due 1/01/2013        8,713,250      8,872,500       0.34
                                                                                            ------------   ------------       ----
                                                                                             101,172,022    105,278,630       4.09

Entertainment                      28,465,000    Marvel Holdings, Inc., 12.392%*
                                                   due 4/15/1998                              17,570,382     18,573,412       0.72





</TABLE>

<TABLE>
SCHEDULE OF INVESTMENTS (continued)                                                                              (in US dollars)
<CAPTION>

NORTH AMERICA                         Face                                                                   Value      Percent of
(continued)  Industries               Amount     Fixed--Income Investments                  Cost            (Note 1a)   Net Assets
<S>        <S>            <S>      <C>           <C>                                       <C>            <C>                <C>

United States (continued)
Financial Services        US$      17,375,000    Lomas Mortgage USA, 10.25% due 10/01/2002 $  17,387,500  $  18,243,750       0.71%
                                   10,000,000    Penn Financial Corp., 9.25% 
                                                   due 12/15/2003                             10,000,000     10,100,000       0.39
                                   10,000,000    Reliance Group Holdings,
                                                   9.00% due 11/15/2000                       10,000,000     10,075,000       0.39
                                                                                           -------------  -------------       ----
                                                                                              37,387,500     38,418,750       1.49

Food & Beverage                     6,000,000    Coca-Cola Bottling Co., 9.00%
                                                   due 11/15/2003                              6,000,000      5,985,000       0.23
                                   17,250,000    Del Monte Corp., 10.00% due 5/01/2003        17,337,187     16,991,250       0.66
                                   25,000,000    Grand Union Co., 11.25% due 7/15/2000        25,524,063     26,250,000       1.02
                                   18,000,000    Penn Traffic Co., 9.625% due 4/15/2005       18,308,350     18,675,000       0.73
                                   19,250,000    Pueblo Xtra, 9.50% due 8/01/2003             19,348,750     19,442,500       0.76
                                   10,000,000    Seven-Up Bottling Co., 11.50%
                                                   due 8/01/1999                              10,096,250     10,175,000       0.40
                                   15,000,000    Specialty Foods, 10.25% due 8/15/2001        15,000,000     15,262,500       0.59
                                                                                           -------------  -------------       ----
                                                                                             111,614,600    112,781,250       4.39
<PAGE>
Health Services                                  American Medical International:
                                    2,502,500      6.50% due 5/30/1997                         2,029,634      2,452,450       0.10
                                   11,000,000      11.25% due 6/01/2015                       11,535,625     11,660,000       0.45
                                   15,000,000    Continental Medical Systems, 10.875%
                                                   due 8/15/2002                              15,029,063     15,525,000       0.60
                                                 Epic Properties, Inc.:
                                    5,000,000      Series B-1, 11.375% due 7/15/2001           5,287,500      5,575,000       0.22
                                    4,470,177      Series B-2, 11.50% due 7/15/2001 (b)        4,738,388      5,006,599       0.19
                                                 Healthtrust--The Hospital Co.:
                                   14,000,000      10.75% due 5/01/2002                       14,516,500     15,680,000       0.61
                                    7,000,000      8.75% due 3/15/2005                         6,938,750      7,245,000       0.28
                                    5,000,000    MEDIQ, Inc., 11.125% due 7/01/1999            5,000,000      5,250,000       0.20
                                                                                           -------------  -------------       ----
                                                                                              65,075,460     68,394,049       2.65

High Technology                     7,000,000    Anacomp, Inc., 15.00% due 11/01/2000          8,001,250      8,050,000       0.31
                                   15,000,000    Computervision Corp., 10.875% 
                                                    due 8/15/1997                             15,025,000     13,725,000       0.53
                                                                                           -------------  -------------       ----
                                                                                              23,026,250     21,775,000       0.84

Home Building                                    Del Webb:
                                    9,250,000      10.875% due 3/31/2000                       9,376,875      9,828,125       0.38
                                    3,500,000      9.75% due 3/01/2003                         3,472,455      3,578,750       0.14
                                                 Kaufman & Broad Home, Inc.:
                                    9,000,000      10.375% due 9/01/1999                       9,050,000      9,630,000       0.37
                                    5,250,000      9.375% due 5/01/2003                        5,217,188      5,420,625       0.21
                                                 Ryland Group, Inc.:
                                    8,250,000      10.50% due 7/15/2002                        8,166,530      8,703,750       0.34
                                    7,750,000      9.625% due 6/01/2004                        7,750,000      7,779,063       0.30
                                                                                           -------------  -------------       ----
                                                                                              43,033,048     44,940,313       1.74

Hotels & Casinos                   13,060,000    Bally's Park Place Funding, Inc., 11.875%
                                                   due 8/15/1999                              13,203,700     14,072,150       0.55
                                    1,906,000    Gold River Hotel & Casino Corp., 11.375%
                                                   due 8/31/1999                               2,645,548      1,543,860       0.06
                                   11,010,000    MGM Grand Hotel Financial Corp., 12.00%
                                                   due 5/01/2002                              11,608,963     12,744,075       0.50
                                   14,000,000    Showboat, Inc., 9.25% due 5/01/2008          13,866,250     14,280,000       0.55
                                   15,000,000    Treasure Island Finance Corp., 9.875%
                                                   due 10/01/2000                             15,026,250     16,387,500       0.64
                                    5,385,000    Trump Taj Mahal Funding, Inc., 11.35%
                                                   due 11/15/1999 (a)(c)                       4,018,682      5,282,749       0.21
                                                                                           -------------  -------------       ----
                                                                                              60,369,393     64,310,334       2.51
<PAGE>
Leisure Time                                     AMC Entertainment, Inc.:
                                    8,000,000      11.875% due 8/01/2000                       8,050,500      8,900,000       0.35
                                    5,925,000      12.625% due 8/01/2002                       6,017,020      6,739,687       0.26
                                                                                           -------------  -------------       ----
                                                                                              14,067,520     15,639,687       0.61


                                                                                                              
Paper                              10,000,000    Container Corp. of America, 9.75%
                                                   due 4/01/2003                              10,200,000     10,325,000       0.40
                                   10,000,000    Riverwood International, 11.25%
                                                   due 6/15/2002                              10,385,750     10,900,000       0.42
                                                 Stone Container Group:
                                   10,000,000      10.75% due 6/15/1997                        9,615,000      9,212,500       0.36
                                    7,000,000      11.875% due 12/01/1998                      7,122,750      7,105,000       0.28
                                                                                           -------------  -------------       ----
                                                                                              37,323,500     37,542,500       1.46
Restaurants &                                    Flagstar Corp.:
Food Services                       2,000,000      10.875%* due 12/01/2002                     2,000,000      2,065,000       0.08
                                   14,000,000      11.375% due 9/15/2003                      14,000,000     14,420,000       0.56
                                                 Foodmaker Inc.:
                                   20,000,000      9.75% due 6/01/2002                        19,554,250     20,250,000       0.79
                                      250,000      9.75% due 11/01/2003                          246,100        246,250       0.01
                                                                                           -------------  -------------       ----
                                                                                              35,800,350     36,981,250       1.44

Retail Stores                      10,000,000    Bradlees, Inc., 11.00% due 8/01/2002         10,240,625     10,737,500       0.42
                                   10,000,000  ++Specialty Retailers, 10.00% 
                                                   due 8/15/2000                              10,000,000     10,200,000       0.40
                                                                                           -------------  -------------       ----
                                                                                              20,240,625     20,937,500       0.82
Textiles                           10,000,000    West Point Stevens Inc., 8.75%
                                                   due 12/15/2001                             10,000,000     10,075,000       0.39

Transport Services                  9,750,000    Viking Star Shipping, 9.625% due 7/15/2003    9,786,562     10,018,125       0.39

US Government &                     9,500,000    Student Loan Marketing Association, 14.25%
Agency Obligations                                 due 3/07/1994                               9,951,675      6,661,875       0.26
                                   82,000,000    United States Treasury Notes, 5.75%
                                                   due 8/15/2003                              82,149,375     81,718,166       3.18
                                                                                           -------------  - ------------       ----
                                                                                              92,101,050     88,380,041       3.44
Utilities                          10,000,000    Midland Funding Corp. II, 13.25%
                                                   due 7/23/2006                              11,183,750     11,760,250       0.46
                                   10,000,000    Texas--New Mexico Power Co., 9.25%
                                                   due 9/15/2000                              10,000,000     10,450,000       0.41
                                                                                           -------------  -------------       ----
                                                                                              21,183,750     22,210,250       0.87
<PAGE>
Utilities--Gas                      9,194,053    Midland Cogeneration, 10.33%
                                                   due 7/23/2002 (b)                           9,458,731      9,476,154       0.37

                                                 Total Fixed-Income Investments in the 
                                                 United States                             1,117,474,353  1,147,839,938      44.60

</TABLE>

<TABLE>
SCHEDULE OF INVESTMENTS (continued)                                                                              (in US dollars)
<CAPTION>

NORTH AMERICA                         Face                                                                     Value     Percent of
(concluded)  Industries             Amount       Convertible Bonds                          Cost           (Note 1a)    Net Assets
<S>                       <S>       <C>          <S>                                          <C>            <C>              <C>

United States (concluded)     
Aerospace                 US$       3,275,000    Orbital Sciences Corp., 6.75%
                                                   due 3/01/2003**                            $4,459,643     $4,928,875       0.19%

Automobile Parts                    2,000,000    Arvin Industries Inc., 7.50% 
                                                   due 9/30/2014**                             2,145,000      2,320,000       0.09

Biotechnology                       2,500,000    Genzyme Corp., 6.75% due 10/01/2001           2,382,500      2,375,000       0.09

Building                            1,500,000  ++Kumagai Gumi Ltd., 4.875% due 12/08/1998      1,500,000      1,507,500       0.06
                                    1,750,000    US Home Corp., 4.875% due 11/01/2005          1,741,000      1,695,313       0.07
                                                                                              ----------     ----------       ----
                                                                                               3,241,000      3,202,813       0.13

Computers                           2,500,000    Data General Corp., 7.75% due 6/01/2001       2,479,375      2,406,250       0.09

Disk Drives                         2,685,000    Quantum Corp., 6.375% due 4/01/2002**         2,562,740      2,725,275       0.11

Electronics                         1,500,000    Comptronix Corp., 6.75% due 3/01/2002         1,015,500      1,158,750       0.05
                                      608,000    Park Electrochemical, 7.25% 
                                                   due 6/15/2006**                               604,960        699,960       0.03
                                    1,000,000  ++Zenith Electric Corp., 8.50% 
                                                   due 11/19/2000                              1,000,000        990,000       0.04
                                                                                              ----------     ----------       ----
                                                                                               2,620,460      2,848,710       0.12

Energy                              2,250,000    Box Energy Corp., 8.25% due 12/01/2002**      2,733,219      2,953,125       0.11

Entertainment                       2,269,000    Savoy Pictures Entertainment, 7.00%
                                                   due 7/01/2003**                             2,543,172      2,847,595       0.11
Food & Beverage                     3,000,000    Farm Fresh, Inc., 7.50% due 3/01/2010         1,562,500      1,980,000       0.08

Healthcare                          2,000,000    IVAX Corp., 6.50% due 11/15/2001              1,971,250      2,150,000       0.08
                                    2,251,000    Medaphis Corp., 6.50% due 1/01/2000**         2,510,100      2,746,220       0.11
                                                                                              ----------     ----------       ----
                                                                                               4,481,350      4,896,220       0.19
<PAGE>
Home Building                       2,500,000  ++Engle Homes, Inc., 7.00% due 3/01/2003        2,575,000      2,850,000       0.11
           
Industrials                         2,000,000    Coeur D'Alene Mines Corp., 7.00%
                                                   due 11/30/2002**                            2,112,500      2,970,000       0.12
                                    3,183,000  ++Manpower, Inc., 6.25% due 10/01/2002**        3,298,025      3,608,726       0.14
                                    3,755,000    Wainoco Oil Corp., 7.75% due 6/01/2014        3,324,115      3,426,438       0.13
                                                                                              ----------     ----------       ----
                                                                                               8,734,640     10,005,164       0.39

Office Equipment                    5,000,000    Staples, Inc., 5.00% due 11/01/1999**         4,789,135      5,237,500       0.20

Oil & Gas Diversified               2,165,000    Western Company of North America, 7.25%
                                                   due 1/15/2015**                             1,847,080      2,165,000       0.08

Paper                               2,000,000    Albany International Corp., 5.25%
                                                   due 3/15/2002                               1,804,770      1,900,000       0.07

Pharmaceuticals                     4,000,000    Air & Water Technologies Corp., 8.00%
                                                   due 5/15/2015                               3,895,630      3,840,000       0.15
                                    2,600,000    Bindley Western Industries, Inc., 6.50%
                                                   due 10/01/2002                              2,563,000      2,483,000       0.10
                                    2,000,000    Ciba-Geigy Corp., 6.25% due 3/15/2016         2,227,500      2,080,000       0.08
                                                                                              ----------     ----------       ----
                                                                                               8,686,130      8,403,000       0.33

Restaurants                         1,920,000    Daka International, Inc., 7.00%
                                                   due 3/15/2003**                             2,037,421      2,116,800       0.08

Retail Stores                       3,475,000    Big B Inc., 6.50% due 3/15/2003**             3,921,938      4,065,750       0.16
                                    1,550,000    Home Depot, Inc., 4.50% due 2/15/1997**       1,937,500      1,819,313       0.07
                                                                                              ----------     ----------       ----
                                                                                               5,859,438      5,885,063       0.23

Semiconductors                      2,318,000    LTX Corp., 13.50% due 4/15/2011               2,359,360      2,291,923       0.09

Software                            2,000,000    Sterling Software, 5.75% due 2/01/2003**      1,958,375      2,400,000       0.09

Technology                          2,000,000    Conner Peripherals Inc., 6.50%
                                                   due 3/01/2002**                             1,795,600      1,800,000       0.07

Telecommunications                  3,000,000    Intelcom Group Inc., 7.00%
                                                   due 10/30/1998 (a)**                        3,000,000      3,196,155       0.12

Waste Management                    1,000,000    Phillips Environmental, 6.00% 
                                                   due 10/15/2000                              1,000,000      1,000,000       0.04
                                    3,000,000    USA Waste Services Inc., 8.50% 
                                                   due 10/15/2002                              3,496,250      3,262,500       0.13
                                                                                              ----------     ----------       ----
                                                                                               4,496,250      4,262,500       0.17

                                                 Total Investments in Convertible Bonds       81,154,158     85,996,968       3.34

<PAGE>
<CAPTION>

                                       Shares        Convertible Preferred Stocks,
                                        Held           Common Stocks & Warrants
<S>                                   <C>      <C>                                         <C>            <C>                <C>

United States     
Airlines                               60,000  ++AMR Corp., $3.00 (Series A), Conv. Pfd.       3,000,000      3,157,500       0.12
                                       52,500    Delta Air Lines Inc.,
                                                   $3.50 (Series C), Conv. Pfd.                2,756,900      2,828,438       0.11
                                       25,000  ++United Airlines Corp., $3.50 (Series A),
                                                   Conv. Pfd.                                  2,482,500      2,743,750       0.11
                                                                                           -------------  -------------      -----
                                                                                               8,239,400      8,729,688       0.34

Banking & Finance                      40,000    Olympic Financial Ltd., $2.00, Conv. Pfd.     1,000,000      1,180,000       0.05
                                       48,300    Rochester Community Savings Bank 
                                                 (Series B)                                    1,387,224      1,424,850       0.06
                                                                                           -------------  -------------      -----
                                                                                               2,387,224      2,604,850       0.11

Computers                              42,500    Storage Technology Corp., $3.50,
                                                 Conv. Pfd.                                    2,355,987      3,357,500       0.13

Environmenta                       l3,500,000  ++Allied Waste, Conv. Pfd. (f)                  3,500,000      4,056,938       0.16

High Technology                        91,053    Anacomp, Inc. (Warrants) (d)(f)                 120,000        227,632       0.01

Hotels & Casinos                       16,432    Buckhead of America Corp. (f)                    41,080         94,484       0.00
                                       75,000    Gold River Hotel & Casino Corp.
                                                   Liquidating Trust (f)                          75,000         53,437       0.00
                                       30,000    Gold River Hotel & Casino Corp.
                                                   (Series B)(e)(f)                              219,738        112,500       0.01
                                        6,000    Trump Taj Mahal Funding, Inc.
                                                 (Class A) (f)                                     3,000        132,000       0.01
                                                                                           -------------  -------------      -----
                                                                                                 338,818        392,421       0.02

Industrial                             58,800    Petrolane, Inc. (f)                             683,550        543,900       0.02
                                       10,000    UGI Corp. (Warrants)(d)(f)                       43,750          8,750       0.00
                                                                                           -------------  -------------      -----
                                                                                                 727,300        552,650       0.02

Insurance                              40,000  ++Alexander & Alexander Services Inc.,
                                                 $3.625 (Holding Co.)                          1,788,000      1,835,000       0.07

Machinery                             120,000    AGCO Corp., $1.625, Conv. Pfd.                3,000,000      5,520,000       0.21

Software                              120,000  ++Network Imaging Corp., $8.00 (f)              3,000,000      2,955,000       0.11
<PAGE>
Waste Management                       81,779  ++Environmental Systems Co. (Series A)          1,567,383      1,635,580       0.06

                                                 Total Investments in United States
                                                 Convertible Preferred Stocks, Common
                                                 Stocks & Warrants                            27,024,112     31,867,259       1.24

                                                 Total Investments in
                                                 North American Securities                 1,360,337,155  1,402,333,395      54.49

</TABLE>
<TABLE>
SCHEDULE OF INVESTMENTS (continued)                                                                           (in US dollars)
<CAPTION>                                                                                                             
PACIFIC                                Face                                                                   Value     Percent of
BASIN        Industries               Amount     Fixed--Income Investments                  Cost            (Note 1a)   Net Assets
<S>                       <S>  <C>               <S>                                        <C>            <C>               <C>
Australia
Foreign Government                               Australia Government Bonds:
Obligations--             A$       46,000,000      7.00% due 8/15/1998                      $ 32,190,054   $ 32,230,173       1.25%
Regional & Agency                  52,600,000      9.50% due 8/15/2003                        41,981,677     42,639,626       1.66
                                   25,315,779    FANMAC, Ltd., #17, 15.00% due 7/15/2002 (b)  19,285,336     19,358,412       0.75
                                                 Queensland Treasury Corp., Global Notes:
                                   29,000,000      12.00% due 7/15/1999                       24,131,236     24,689,280       0.96
                                    8,500,000      12.00% due 8/15/2001                        6,506,943      7,554,959       0.29
                                   16,000,000    Victoria Finance, 10.25% due 9/15/1999       12,512,667     12,677,247       0.49
                                   26,000,000    Western Australia Treasury Corp., 12.00%
                                                   due 8/01/2001                              22,511,312     23,055,995       0.90
                                                                                            ------------   ------------       ----
                                                                                             159,119,225    162,205,692       6.30
                                                 Total Fixed-Income Investments 
                                                 in Australia                                159,119,225    162,205,692       6.30

New Zealand
Foreign Government        NZ$       7,000,000    New Zealand Government Bonds, 8.00%
Obligations                                        due 11/15/1995                              3,888,339      4,092,568       0.16

                                                 Total Fixed-Income Investments
                                                 in New Zealand                                3,888,339      4,092,568       0.16

Philippines
Banking                   US$       6,000,000  ++Development Bank of the Philippines, 8.00%
                                                   due 7/22/1998                               5,991,700      6,093,750       0.24
                                    3,000,000    Philippine National Bank, 6.625%
                                                   due 12/09/1996                              2,987,400      2,970,000       0.12
                                                                                            ------------   ------------       ----
                                                                                               8,979,100      9,063,750       0.36

Utilities                           5,000,000    National Power Corp., 7.625% due 11/15/2000   5,000,000      4,871,750       0.19

                                                 Total Fixed-Income Investments in the
                                                 Philippines                                  13,979,100     13,935,500       0.55

                                                 Total Fixed-Income in Pacific
                                                 Basin Securities                            176,986,664    180,233,760       7.01
<PAGE>
WESTERN
EUROPE

Belgium
Foreign Government        Bf    1,250,000,000    Government of Belgium, 7.25% due 4/29/2004   35,279,977     36,676,481       1.43
Obligations

                                                 Total Fixed-Income Investments in Belgium    35,279,977     36,676,481       1.43

Denmark
Foreign Government                               Denmark Government Bonds:
Obligations               Dkr     330,000,000      9.75% due 2/10/1995                        54,608,291     50,409,579       1.96
                                  326,500,000      7.00% due 12/15/2004                       51,460,767     51,452,157       2.00
                                                                                            ------------   ------------       ----
                                                                                             106,069,058    101,861,736       3.96
                                                 Total Fixed-Income Investments in Denmark   106,069,058    101,861,736       3.96

Italy
Financial Services             30,000,000,000    The Goldman Sachs Group, L.P., 15.00%
                                                   due 8/16/1994 (1)                          18,748,125     18,509,875       0.72

Foreign Government                               Buoni Poliennali del Tesoro
Obligations                                        (Italian Government Bonds):

                          Lit  20,600,000,000      11.50% due 3/01/1998                       12,772,488     13,238,951       0.51
                              128,400,000,000      9.00% due 10/01/1998                       77,734,632     77,199,568       3.00
                                                                                            ------------   ------------       ----
                                                                                              90,507,120     90,438,519       3.51

                                                 Total Fixed-Income Investments in Italy     109,255,245    108,948,394       4.23

Portugal
Supranational             Esc     750,000,000    European Investment Bank, 15.50%
Entities                                           due 7/12/1995                               6,389,454      4,520,373       0.18

                                                 Total Fixed-Income Investments in Portugal    6,389,454      4,520,373       0.18

Spain      
Foreign Government                               Government of Spain:
Obligations               Pta  10,000,000,000      9.00%* due 2/28/1997                       73,392,716     71,695,211       2.79
                                6,281,000,000      10.50% due 10/30/2003                      53,271,447     50,823,191       1.97
                                                                                            ------------   ------------       ----
                                                                                             126,664,163    122,518,402       4.76

                                                 Total Fixed-Income Investments in Spain     126,664,163    122,518,402       4.76

Sweden     
Foreign Government        Skr     298,000,000    Government of Sweden, 10.250% due 5/05/2003  42,953,543     43,430,653       1.69
Obligations--                     100,000,000    SBAB, 12.50% due 1/23/1997                   14,062,736     13,799,559       0.53
Regional & Agency                                                                           ------------   ------------       ----
                                                                                              57,016,279     57,230,212       2.22
                                  
                                                 Total Fixed-Income Investments in Sweden     57,016,279     57,230,212       2.22
<PAGE>
United Kingdom     
Foreign Government                               United Kingdom Gilt:
Obligations               Pound    62,000,000      7.75% due 9/08/2006                        98,513,487    103,090,500       4.01
                          Sterling 14,300,000      8.00% due 9/27/2013                        23,228,170     24,827,490       0.96
                                                                                            ------------   ------------       ----
                                                                                             121,741,657    127,917,990       4.97
                                                 Total Fixed-Income Investments in the
                                                 United Kingdom                              121,741,657    127,917,990       4.97

                                                 Total Investments in Western European
                                                 Securities                                  562,415,833    559,673,588      21.75

</TABLE>
<TABLE>
                                                                         
SCHEDULE OF INVESTMENTS (concluded)                                                                                 (in US dollars)
<CAPTION>
SHORT-TERM                              Face                                                                  Value      Percent of
SECURITIES                             Amount               Issues                              Cost        (Note 1a)    Net Assets
<S>                       <S>      <C>           <S>                                      <C>            <C>                <C>
Mexico
Government                Mxn      30,465,160    Mexican Cetes, 0.00%* due 2/03/1994      $    9,683,010 $     9,710,851      0.38%
Obligations
                                                 Total Short-Term Investments in Mexico        9,683,010       9,710,851      0.38

United States
Commercial Paper++++      US$      20,000,000    CSW Inc., 3.30% due 1/20/1994                19,968,833      19,968,833      0.78
                                   73,414,000    General Electric Capital Corp., 3.22%
                                                   due 1/03/1994                              73,414,000      73,414,000      2.85
                                   10,000,000    Gesco Industries Inc., 3.32% due 1/13/1994    9,990,778       9,990,778      0.39
                                   50,000,000    Goldman Sachs & Co., 3.30% due 1/10/1994     49,967,917      49,967,917      1.94
                                   27,000,000    PHH Corp., 3.22% due 1/26/1994               26,944,455      26,944,455      1.05
                                   22,900,000    Sheffield Receivables Co., 3.32%
                                                   due 1/06/1994                              22,893,664      22,893,664      0.89
                                                                                          -------------- ---------------    ------
                                                                                             203,179,647     203,179,647      7.89

US Government &                    50,000,000    Federal National Mortgage Association,
Agency Obligations                                 3.12% due 1/19/1994                        49,930,667      49,930,667      1.94

                                                 Total Short-Term Investments in the
                                                 United States                               253,110,314     253,110,314      9.83

                                                 Total Investments in Short-Term 
                                                 Securities                                  262,793,324     262,821,165     10.21

Total Investments                                                                         $2,494,902,716 $ 2,541,018,711     98.74
                                                                                          ==============        
Short Sales (Proceeds--$27,710,903)**                                                                        (31,669,856)    (1.24)

Unrealized Depreciation on Forward Foreign Exchange Contracts***                                                (240,216)    (0.01)

Put Options Purchased (Premium Paid--$230,395)+++                                                                 11,523      0.00
<PAGE>
Call Options Written (Premium Received--$234,902)+++++                                                          (287,938)    (0.01)

Other Assets Less Liabilities                                                                                 64,912,057      2.52
                                                                                                          --------------    ------
Net Assets                                                                                                $2,573,744,281    100.00%
                                                                                                          ==============    ======
<FN>
(a)Represents a pay-in-kind security which may pay interest/dividends
   in additional face/shares.
(b)Subject to principal paydowns as a result of prepayments or refinancings
   of the underlying mortgage instruments. As a result, the average life may
   be substantially less than the original maturity.
(c)Each $1,000 face amount contains one non-detachable share of Taj Mahal
   Holding Corp.'s Class B redeemable Common Stock.
(d)Warrants entitle the Fund to purchase a predetermined number of shares
   of Common Stock. The purchase price and number of shares are subject
   to adjustment under certain conditions until the expiration date.
(e)Each share of Series B stock contains a right which entitles the holder
   to purchase a predetermined number of shares of Preferred Stock.
(f)Non-income producing security.
(1)Indexed instrument for which yield-to-maturity, if any, will be deter-
   mined by the relative value of the foreign reference rates.
++Restricted securities as to resale. The value of the Fund's investment in
  restricted securities is approximately $55,004,000, representing 2.14% of
  net assets.

                                       Acquisition                     Value
Issue                                     Date         Cost          (Note 1a)

Alexander & Alexander
Services Inc., $3.625
(Holding Co.)                          12/21/1993     $1,788,000    $1,835,000
Allied Waste ($1,000 Pfd.)              9/23/1993      3,500,000     4,056,938
AMR Corp., $3.00 (Series A)             3/03/1993      3,000,000     3,157,500
Cemex S.A., 8.875% due 6/10/1998        5/27/1993      4,230,025     4,571,406
Development Bank of the
Philippines, 8.00% due 7/22/1998        6/30/1993      5,991,700     6,093,750
Engle Homes, Inc., 7.00%
due 3/01/2003                     3/11/1993-5/21/1993  2,575,000     2,850,000
Environmental Systems Co.,
$1.75 (Series A)                        5/03/1993      1,567,383     1,635,580
Grupo Financiero
Bancomer, S.A. de C.V.,
8.00% due 7/07/1998                     6/11/1993      6,477,250     6,796,563
Kumagai Gumi Ltd.,
4.875% due 12/08/1998                   5/03/1993      1,500,000     1,507,500
Manpower, Inc., 6.25% due
10/01/2002                        5/18/1993-5/21/1993  3,298,025     3,608,726
Network Imaging Corp., $8.00           12/07/1993      3,000,000     2,955,000
Specialty Retailers, 10.00%
due 8/15/2000                           7/22/1993     10,000,000    10,200,000
Transportadora de Gas
de Sur, 7.75% due 12/23/1998           12/30/1993      2,010,000     2,002,500
United Airlines Corp.,
$3.50 (Series A)                        3/03/1993      2,482,500     2,743,750
Zenith Electric Corp., 8.50%
due 11/19/2000                         11/24/1993      1,000,000       990,000

Total                                                $52,419,883   $55,004,213
                                                     ===========   ===========
<PAGE>
++++Commercial Paper is traded on a discount basis; the interest rates shown
    are the discount rates paid at the time of purchase by the Fund.
*Represents the yield to maturity.
**Covered Short Sales entered into as of December 31, 1993 are as follows:

Shares         Issue                                    Value
                                                       (Note 1i)

150,100        Agco Corp.                          $(5,140,925)
 24,500        Arvin Industries, Inc.                 (784,000)
213,500        Big B Inc.                           (2,668,750)
155,400        Box Energy Corp.                     (1,864,800)
 45,500        Coeur D'Alene Mines Corp.              (978,250)
 30,800        Conner Peripherals Inc.                (450,450)
110,300        Daka International, Inc.             (1,282,238)
 31,000        Home Depot, Inc.                     (1,224,500)
 70,000        Intelcom Group                       (1,225,000)
107,050        Manpower, Inc.                       (1,886,756)
 60,300        Medaphis Corp.                       (1,989,900)
197,900        Orbital Sciences                     (4,056,950)
 13,200        Park Electrochemical                   (308,550)
 81,200        Quantum Corp.                        (1,167,250)
 95,700        Savoy Pictures Entertainment         (2,009,700)
 96,600        Staples, Inc.                        (2,439,150)
 53,000        Sterling Software                    (1,503,875)
 53,500        Western Co. of North America           (688,812)

Total (proceeds-$27,710,903)                      $(31,669,856)
                                                  ============

***Forward foreign exchange contracts as of December 31, 1993 are as follows:

                                                               Unrealized
                                                 Expiration    Appreciation
                                                    Date      (Depreciation)
                                    
Foreign Currency Purchased

C$                                212,182,607   January 1994  $   351,360
DM                                450,040,529   January 1994   (4,305,234)
Pta                             1,586,436,575   January 1994      (25,539)
Fmk                               112,039,136   January 1994      (81,757)
Lit                           102,313,301,600   January 1994     (158,983)
NZ$                                18,300,806   January 1994      102,302

Total (US$ Commitment--$523,260,668)                           $(4,117,851)
                                                               -----------
<PAGE>
Foreign Currency Sold
           
A$                                120,952,574   January 1994  $  (781,591)
Bf                              1,232,032,100   January 1994      324,054
C$                                205,495,999   January 1994   (1,174,264)
DM                                372,567,387   January 1994    3,839,601
Dkr                                42,728,889   January 1994      124,222
Pta                             5,168,287,259   January 1994    1,145,465
Fmk                               149,318,042   January 1994      133,162
Frf                               224,705,389   January 1994      401,424
Pound sterling                     21,502,527   January 1994      238,313
Lit                           138,926,992,816   January 1994     (146,953)
NZ$                                 7,238,224   January 1994      (85,773)
Skr                               478,634,768   January 1994     (140,025)

Total (US$ Commitment--$769,500,968)                           $3,877,635
                                                               ----------
Total Unrealized Depreciation on Forward
Foreign Exchange Contracts--Net                                $ (240,216)
                                                               ==========
+++Put options purchased as of December 31, 1993 are as follows:

                                                                       Value
  Par Value                                               Premiums   (Notes 1a
Subject to Put              Issue                           Paid       & 1d)

$50,100,000        DM currency put option, strike price
                   2.505, expiring 1/20/94                $230,395    $11,523

Total Put Options Purchased                               $230,395    $11,523
                                                          ========    =======
+++++Call options written as of December 31, 1993 are as follows:

                                                                      Value
  Par Value                                               Premiums  (Notes 1a
Subject to Call             Issue                         Received    & 1d)

$51,080,000        Pound sterling currency call option,
                   strike price 2.554, knock out
                   Pound sterling, expiring 1/20/94       $234,902  $(287,938)

Total Call Options Written                                $234,902  $(287,938)
                                                          ========  =========

</TABLE>
                                                                          
<TABLE>
STATEMENT OF ASSETS AND LIABILITIES
<PAGE>
<CAPTION>
              As of December 31, 1993
<S>           <S>                                                                                  <C>              <C>
Assets:       Investments, at value (identified cost--$2,494,902,716) (Note 1a)                                     $2,541,018,711
              Put options purchased, at value (cost--$230,395) (Notes 1a & 1d)                                              11,523
              Foreign cash (Note 1c)                                                                                     1,252,845
              Cash                                                                                                         143,162
              Receivables:
                Interest                                                                           $ 55,242,497
                Short sales (Note 1i)                                                                27,282,035
                Securities sold                                                                      24,487,291
                Capital shares sold                                                                   6,232,955
                Dividends                                                                                62,770        113,307,548
                                                                                                   ------------     
              Prepaid registration fees and other assets (Note 1g)                                                         122,460
                                                                                                                    --------------
              Total assets                                                                                           2,655,856,249

Liabilities:  Common stocks sold short, at market value (proceeds--$27,710,903) (Note 1i)                               31,669,856
              Unrealized depreciation on forward foreign exchange contracts (Note 1c)                                      240,216
              Call options written, at value (premiums received--$234,902) (Notes 1a & 1d)                                 287,938
              Payables:
                Securities purchased                                                                 25,348,764
                Dividends to shareholders (Note 1h)                                                  14,673,312
                Capital shares redeemed                                                               5,779,027
                Distributor (Note 2)                                                                  1,423,767
                Investment adviser (Note 2)                                                           1,394,539
                Forward exchange contract (Note 1c)                                                      90,393
                Short sales dividends (Note 1i)                                                          13,411         48,723,213
                                                                                                   ------------     
              Accrued expenses and other liabilities                                                                     1,190,745
                                                                                                                    --------------
              Total liabilities                                                                                         82,111,968
                                                                                                                    --------------

Net Assets:   Net assets                                                                                            $2,573,744,281
                                                                                                                    ==============
Net Assets    Class A Common Stock, $.10 par value, 1,000,000,000 shares authorized                                 $    5,037,752
Consist of:   Class B Common Stock, $.10 par value, 1,000,000,000 shares authorized                                     22,704,224
              Paid-in capital in excess of par                                                                       2,523,124,461
              Accumulated realized capital losses on investments and foreign currency
              transactions--net                                                                                        (18,458,151)
              Unrealized appreciation on investments and foreign currency transactions--net                             41,335,995
                                                                                                                    --------------
              Net assets                                                                                            $2,573,744,281
                                                                                                                    ==============
Net Asset     Class A-Based on net assets of $467,624,734 and 50,377,518 shares outstanding                         $         9.28
                                                                                                                    ==============
Value:        Class B-Based on net assets of $2,106,119,547 and 227,042,238 shares outstanding                      $         9.28
                                                                                                                    ==============

              See Notes to Financial Statements.

</TABLE>
<PAGE>
<TABLE>
STATEMENT OF OPERATIONS
<CAPTION>
                                                                                                                        For the
                                                                                                                       Year Ended
                                                                                                                     Dec. 31, 1993
<S>           <S>                                                                                   <C>              <C>

Investment    Interest and discount earned (net of $1,292,433 foreign withholding tax)                               $  206,949,484
Income        Dividend income                                                                                               991,949
(Notes 1e                                                                                                            --------------
& 1f):

              Total income                                                                                              207,941,433
                                                                                                                     --------------
Expenses:     Investment advisory fees (Note 2)                                                                          13,902,958
              Distribution fees--Class B (Note 2)                                                                        13,901,525
              Transfer agent fees--Class B (Note 2)                                                                       1,646,476
              Custodian fees                                                                                              1,162,086
              Registration fees (Note 1g)                                                                                   593,300
              Transfer agent fees--Class A (Note 2)                                                                         359,490
              Printing and shareholder reports                                                                              255,957
              Accounting services (Note 2)                                                                                  169,845
              Pricing fees                                                                                                  112,938
              Professional fees                                                                                             109,269
              Directors' fees and expenses                                                                                   40,553
              Other                                                                                                          24,191
                                                                                                                     --------------
              Total expenses                                                                                             32,278,588
                                                                                                                     --------------
              Investment income--net                                                                                    175,662,845
                                                                                                                     --------------
 
Realized &    Realized gain (loss) from:
Unrealized      Investments--net                                                                    $ 62,063,244
Gain (Loss)     Foreign currency transactions--net                                                   (46,877,299)        15,185,945
on Invest-    Change in unrealized appreciation/depreciation on:                                    ------------
ments &         Investments--net                                                                      98,325,889
Foreign         Foreign currency transactions--net                                                       (79,606)        98,246,283
Currency                                                                                            ------------     --------------
Trans-        Net realized and unrealized gain on investments and foreign currency transactions                         113,432,228
actions--                                                                                                            --------------
Net (Notes    Net Increase in Net Assets Resulting from Operations                                                   $  289,095,073
1c, 1f & 3):                                                                                                          ==============
            
              See Notes to Financial Statements.
</TABLE>
<PAGE>
<TABLE>                                                                        
STATEMENTS OF CHANGES IN NET ASSETS
<CAPTION>

                                                                                                  For the Year       For the Four
                                                                                                      Ended         Months Ended
                Increase (Decrease) in Net Assets:                                                  Dec. 31, 1993   Dec. 31, 1992
<S>             <S>                                                                              <C>                <C>
Operations:     Investment income--net                                                           $  175,662,845     $   63,045,040
                Realized gain (loss) on investments and foreign currency transactions                15,185,945        (49,365,781)
                Change in unrealized appreciation/depreciation on investments and
                  foreign currency transactions--net                                                 98,246,283        (42,590,216)
                                                                                                 --------------     --------------
                Net increase (decrease) in net assets resulting from operations                     289,095,073        (28,910,957)
                                                                                                 --------------     --------------



Dividends &     Investment income--net:
Distributions     Class A                                                                           (29,629,878)       (18,879,217)
to                Class B                                                                          (106,918,287)       (57,359,550)
Shareholders    Realized gain on investments--net:
(Note 1h):        Class A                                                                            (1,417,282)          (972,869)
                  Class B                                                                            (6,362,072)        (3,345,631)
                Return of capital:
                  Class A                                                                            (8,487,578)                --
                  Class B                                                                           (30,627,102)                --
                Net decrease in net assets resulting from dividends                              --------------     --------------
                  and distributions to shareholders                                                (183,442,199)       (80,557,267)
                                                                                                 --------------     --------------
Capital Share   Net increase in net assets derived from capital share transactions                  430,150,076        106,372,763
Transactions                                                                                     --------------     --------------
(Note 4):

Net Assets:     Total increase (decrease) in net assets                                             535,802,950         (3,095,461)
                Beginning of period                                                               2,037,941,331      2,041,036,792
                                                                                                 --------------     --------------
                End of period                                                                    $2,573,744,281     $2,037,941,331
                                                                                                 ==============     ==============

              See Notes to Financial Statements.

</TABLE>

<PAGE>
<TABLE>
FINANCIAL HIGHLIGHTS
<CAPTION>                                                                                      
                                                                                              
                                                       
                                                                                                  Class A                 
                                                                                                                     
                                                                                                                        For the
               The following per share data and ratios have been      For the  For the Four                             Period
               derived from information provided in the financial      Year      Months                                 Sept. 29,
               statements.                                             Ended     Ended                                  1988++ to
                                                                      Dec. 31,  Dec. 31,  For the Year Ended August 31, Aug. 31,
               Increase (Decrease) in Net Asset Value:                  1993     1992      1992      1991      1990     1989


<S>           <S>                                                    <C>       <C>       <C>       <C>       <C>       <C>     
Per Share     Net asset value, beginning of period                   $   8.85  $   9.34  $   9.07  $   9.48  $   9.32  $   9.35
Operating                                                            --------  --------  --------  --------  --------  --------
Performance:    Investment income--net                                    .75       .29       .99      1.12      1.23      1.03
                Realized and unrealized gain (loss) on investments
                  and foreign currency transactions--net                  .46      (.41)      .40      (.16)      .15      (.12)
                                                                     --------  --------  --------  --------  --------  --------
              Total from investment operations                           1.21      (.12)     1.39       .96      1.38       .91
                                                                     --------  --------  --------  --------  --------  --------
              Less dividends and distributions:
                Investment income--net                                   (.58)     (.35)    (1.12)    (1.37)    (1.17)     (.94)
                                                                        
                Realized gain on investments--net                        (.03)     (.02)       --        --      (.05)       --
                Return of capital--net                                   (.17)       --        --        --        --        --
                                                                     --------  --------  --------  --------  --------  --------
              Total dividends and distributions                          (.78)     (.37)    (1.12)    (1.37)    (1.22)     (.94)
                                                                     --------  --------  --------  --------  --------  --------
              Net asset value, end of period                         $   9.28  $   8.85  $   9.34  $   9.07  $   9.48  $   9.32
                                                                     ========  ========  ========  ========  ========  ========
 
Total         Based on net asset value per share                       14.12%    (1.26%)+++16.09%    11.50%    16.48%     9.86%+++
Investment                                                           ========  ========  ========  ========  ========  ======== 
Return:**

Ratios to     Expenses                                                   .78%      .76%*     .88%      .85%      .86%     .81%*
Average                                                              ========  ========  ========  ========  ========  ======== 
Net Assets:   Investment income-net                                     8.22%     8.09%*   11.16%    12.38%    16.27%   10.87%*
                                                                     ========  ========  ========  ========  ========  ======== 

Supplemental  Net assets, end of period (in thousands)               $467,625  $455,672  $526,631  $292,709  $299,700  $296,247
Data:                                                                ========  ========  ========  ========  ========  ======== 
              Portfolio turnover                                      182.88%    68.42%    76.18%    63.83%    99.86%   157.67%
                                                                     ========  ========  ========  ========  ========  ======== 
<PAGE>
<CAPTION>  
                                                                                                            Class B
                                                                                                                        For the
              The following per share data and ratios have been derived                     For the       For the       Period
              from information provided in the financial statements.                         Year      Four Months      Nov. 18,
                                                                                             Ended        Ended        1991++ to
                                                                                            Dec. 31,     Dec. 31,       Aug. 31,
                                                                                             1993          1992          1992
              Increase (Decrease) in Net Asset Value:
<S>           <S>                                                                          <C>           <C>          <C>
Per Share     Net asset value, beginning of period                                         $      8.85   $     9.33   $    9.26
Operating                                                                                  -----------   ----------   ---------
Performance:    Investment income--net                                                             .70          .27         .77
                Realized and unrealized gain(loss) on investments and foreign currency
                transactions--net                                                                  .44         (.40)         --
                                                                                           -----------   ----------   ---------
              Total from investment operations                                                    1.14         (.13)        .77
              Less dividends and distributions:                                            -----------   ----------   ---------
                Investment income--net                                                            (.53)        (.33)       (.70)
                Realized gain on investments--net                                                 (.03)        (.02)         --
                Return of capital--net                                                            (.15)          --          --
                                                                                           -----------   ----------   ---------
              Total dividends and distributions                                                   (.71)        (.35)       (.70)
                                                                                           -----------   ----------   ---------
              Net asset value, end of period                                               $      9.28   $     8.85   $    9.33
                                                                                           ===========   ==========   =========
Total         Based on net asset value per share                                                13.27%       (1.42%)+++   8.61%+++
Investment                                                                                 ===========   ==========   =========
Return:**

Ratios to     Expenses, excluding distribution fees                                               .80%         .78%*       .88%*
Average                                                                                    ===========   ==========   =========
Net Assets:   Expenses                                                                           1.55%        1.53%*      1.63%*
                                                                                           ===========   ==========   =========
              Investment income--net                                                             7.42%        7.08%*      8.02%*
                                                                                           ===========   ==========   =========

Supplemental  Net assets, end of period (in thousands)                                      $2,106,120   $1,582,270  $1,514,406
Data:                                                                                      ===========   ==========  ==========
              Portfolio turnover                                                               182.88%       68.42%      76.18%
                                                                                           ===========   ==========  ==========
<FN>             
  *Annualized.
 **Total investment returns exclude the effects of sales loads.
 ++Commencement of Operations.
+++Aggregate total investment return.

See Notes to Financial Statements.
</TABLE>
<PAGE>


NOTES TO FINANCIAL STATEMENTS

1. Significant Accounting Policies:
Merrill Lynch World Income Fund, Inc. (the "Fund") is registered under 
the Investment Company Act of 1940 as a non-diversified, open-end 
management investment company. The Fund offers both Class A and Class 
B Shares. Class A Shares are sold with a front-end sales charge. Class B 
Shares may be subject to a contingent deferred sales charge. Both classes 
of shares have identical voting, dividend, liquidation and other rights 
and the same terms and conditions, except that Class B Shares bear certain 
expenses related to the distribution of such shares and have exclusive 
voting rights with respect to matters relating to such distribution 
expenditures. The following is a summary of significant accounting 
policies followed by the Fund.

(a) Valuation of Securities--Securities traded in the over-the-counter
market are valued at the last available bid price or yield equivalents
obtained from one or more dealers in the over-the-counter market prior 
to the time of valuation. Portfolio securities which are traded on
stock exchanges are valued at the last sale price on the principal
market on which such securities are traded, as of the close of busi-
ness on the day the securities are being valued or, lacking any sales,
at the last available bid price. Options traded on exchanges are
valued at the last asked price for options written and last bid price
for options purchased. Options traded in the over-the-counter market
are valued at the average of the last asked price as obtained from
one or more dealers for options written and at the average of the
last bid price as obtained from two or more dealers, unless there
is only one dealer, in which case that dealer's price is used for
options purchased. Short-term securities with less than sixty days 
to maturity are valued at amortized cost, which approximates market.
Securities and assets for which market quotations are not readily
available are valued at fair value as determined in good faith by or
under the direction of the Board of Directors of the Fund.

(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 additional securities daily to ensure that 
the contract is fully collateralized.

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

(d) Options--The Fund can write covered call options and purchase
put options. When the Fund writes an option, an amount equal to the
premium received by the Fund is reflected as an asset and an equiva-
lent 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 sold through an exercise of an option, the related
premium received or paid is deducted from or added to the basis 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 that the premium received or paid on the written option 
and purchased option is greater than or less than the premium paid or 
received on the closing transaction.

Written and purchased options are non-income producing investments.

(e) Income Taxes--It is the Fund's policy to comply with the require-
ments of the Internal Revenue Code applicable to regulated investment 
companies and to distribute all of its taxable income to its share-
holders. Therefore, no Federal income tax provision is required. Under 
the applicable foreign tax law, a withholding tax may be imposed on 
interest and capital gains at various rates.

(f) Security Transactions and Investment Income--Security trans-
actions are recorded on the dates the transactions are entered into
(the trade dates). Interest income (including amortization of dis-
count) is recognized on the accrual basis. Realized gains and losses
on security transactions are determined on the identified cost basis.

(g) Deferred Organization Expenses and Prepaid Registration Fees--
Deferred organization expenses are charged to expense on a straight-
line basis over a five-year period. Prepaid registration fees are
charged to expense as the related shares are issued.

(h) Dividends and Distributions--Dividends from net investment income, 
excluding transaction gains/losses, are declared daily and paid monthly. 
Distributions of capital gains are recorded on the ex-dividend dates.

(i) Short Sales--When the Fund engages in a short sale, an amount
equal to the proceeds received by the Fund is reflected as an asset
and equivalent liability. The amount of the liability is subsequently
marked to market to reflect the market value of the short sale. The
Fund maintains a segregated account of securities as collateral for
the short sales. The Fund is exposed to market risk based on the amount, 
if any, that the market value of the stock exceeds the market value of 
the securities in the segregated account.
<PAGE>
(j) Reclassifications--Certain 1992 amounts have been reclassified
to conform to the 1993 presentations.

2. Investment Advisory Agreement and Transactions
with Affiliates:
The Fund has entered into an Investment Advisory Agreement with Fund 
Asset Management, Inc. ("FAMI"), a wholly-owned subsidiary of Merrill 
Lynch Investment Management, Inc. ("MLIM"), an indirect wholly-owned 
subsidiary of Merrill Lynch & Co., Inc. and a Distribution Agreement 
and a Distribution Plan with Merrill Lynch Funds Distributor, Inc. 
("MLFD" or "Distributor") a wholly-owned subsidiary of MLIM.

Effective January 1, 1994, the investment advisory business of FAMI
reorganized from a corporation to a limited partnership. The general
partner of FAMI is Princeton Services, Inc., an indirect wholly-owned 
subsidiary of Merrill Lynch & Co.

FAMI 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. Certain of the states in which the shares 
of the Fund are qualified for sale impose limitations on the expenses of 
the Fund. The most restrictive annual expense limitation requires that the 
Investment Adviser reimburse the Fund to the extent the Fund's expenses 
(excluding interest, taxes, distribution fees, brokerage fees and commissions,
and extraordinary items) exceed 2.5% of the Fund's first $30 million of 
average daily net assets, 2.0% of the next $70 million of average daily 
net assets, and 1.5% of the average daily net assets in excess thereof. 
No fee payment will be made to FAMI during any fiscal year which will 
cause such expenses to exceed the most restrictive expense limitation at 
the time of such payment.

The Fund has adopted a Plan of Distribution (the "Plan") pursuant to Rule  
12b-1 under the Investment Company Act of 1940, pursuant to which MLFD 
receives a fee from the Fund for the sale of Class B Shares at the end 
of each month at the annual rate of 0.75% of the average daily net assets 
attributable to Class B Shares of the Fund to compensate the Distributor 
for services provided and the expenses borne by it under the Plan. As 
authorized by the Plan, the Distributor has entered into an agreement 
with Merrill Lynch, Pierce, Fenner & Smith Inc. ("MLPF&S"), an affiliate 
of MLIM, which provides for the compensation of MLPF&S for providing 
distribution-related services to the Fund. For the year ended December 
31, 1993, MLFD earned $13,901,525 under the Plan, all of which was paid 
to MLPF&S pursuant to the agreement.

For the year ended December 31, 1993, MLFD earned underwriting discounts 
of $118,553, and MLPF&S earned dealer concessions of $1,272,540 on the 
sales of the Fund's Class A Shares. MLPF&S also received contingent 
deferred sales charges of $4,162,049 relating to Class B Share transactions 
in during the year.
<PAGE>
Accounting services are provided to the Fund by FAMI at cost.

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

Certain officers and/or directors of the Fund are officers and/or directors 
of MLPF&S, MLFD, FAMI, MLIM, and/or Merrill Lynch & Co., Inc.

3. Investments:
Purchases and sales of investments, excluding short-term securities, for 
the year ended December 31, 1993 were $3,865,381,201 and $3,606,566,850, 
respectively.

Net realized and unrealized gains (losses) as of December 31, 1993
were as follows:


                                          Realized        Unrealized
                                            Gains            Gains
                                          (Losses)         (Losses)
Investments:
  Long-term                          $   62,063,300   $   46,088,155
  Short-term                                    (56)          27,840
  Short sales                                    --       (3,958,953)
                                     --------------   --------------
Total investments                        62,063,244       42,157,042
                                     --------------   --------------
Currency Transactions:               
  Options purchased                                         (218,872)
  Options written                          (942,583)         (53,036)
  Foreign currency transactions         (67,830,013)        (308,923)
  Forward foreign exchange contracts     21,895,297         (240,216)
                                     --------------   --------------
Total currency transactions             (46,877,299)        (821,047)
                                     --------------   --------------
Total                                $   15,185,945   $   41,335,995
                                     ==============   ==============

NOTES TO FINANCIAL STATEMENTS (concluded)

Transactions in call options purchased for the year ended
December 31, 1993 were as follows:



                                                           Premiums
Call Options Purchased                    Par Value          Paid

Outstanding call options purchased 
at beginning of year                 $   35,000,000   $      155,750
Options expired                         (35,000,000)        (155,750)
                                     --------------   --------------
Outstanding call options purchased 
at end of year                       $           --   $           --
                                     ==============   ==============

<PAGE>
Transactions in put options purchased for the year ended
December 31, 1993 were as follows:




                                                            Premiums
Put Options Purchased                     Par Value           Paid

Outstanding put options 
purchased at beginning of year                   --               --
Options purchased                    $1,329,151,000   $    1,055,614
Options exercised                       (29,051,000)        (398,200)
Options expired                      (1,250,000,000)        (427,019)
                                     --------------   --------------
Outstanding put options 
purchased at end of year             $   50,100,000   $      230,395
                                     ==============   ==============

Transactions in call options written for the year ended December 31,
1993 were as follows:


                                          Par Value
                                         Covered by        Premiums
Call Options Written                   Written Options     Received

Outstanding call options 
written at beginning of year                     --               --
Options written                      $1,329,680,000   $      813,721
Options closed                          (28,600,000)              --
Options exercised                                --         (151,800)
Options expired                      (1,250,000,000)        (427,019)
                                     --------------   --------------
Outstanding call options 
written at end of year               $   51,080,000   $      234,902
                                     ==============   ==============

Transactions in put options written for the year ended December 31,
1993 were as follows:
<PAGE>
                                          Par Value
                                         Covered by        Premiums
Put Options Written                    Written Options     Received

Outstanding put options written at
beginning of year                    $   70,000,000   $    1,027,268
Options written                         139,400,000        1,904,396
Options expired                         (77,400,000)        (860,750)
Options exercised                      (132,000,000)      (2,070,914)
                                     --------------   --------------
Outstanding put options written at
end of year                          $           --   $           --
                                     ==============   ==============

As of December 31, 1993, net unrealized appreciation for Federal income 
tax purposes aggregated $41,423,028, of which $71,963,908 related to 
appreciated securities and $30,540,880 related to depreciated securities. 
The aggregate cost of investments, plus premiums paid for options 
purchased, less premiums received for options written, at December 31, 
1993 for Federal income tax purposes was $2,467,649,412.

4. Capital Share Transactions:
Net increase in net assets derived from capital share transactions
was $430,150,076 and $106,372,763 for the year ended December 31,
1993 and for the period ended December 31, 1992, respectively.

Transactions in shares of capital for Class A and Class B Shares were
as follows:


Class A Shares for the Year                                Dollar
Ended December 31, 1993                    Shares          Amount

Shares sold                               9,678,184   $   88,499,395
Shares issued to shareholders in
reinvestment of dividends and
distributions                             1,510,091       13,811,988
                                     --------------   --------------
Total issued                             11,188,275      102,311,383
Shares redeemed                         (12,293,992)    (112,364,468)
                                     --------------   --------------
Net decrease                             (1,105,717)  $  (10,053,085)
                                     ==============   ==============

<PAGE>
Class A Shares for the Four Months                         Dollar
Ended December 31, 1992                    Shares          Amount

Shares sold                               2,518,530   $   22,927,597
Shares issued to shareholders in
reinvestment of dividends                   941,825        8,406,560
                                     --------------   --------------
Total issued                              3,460,355       31,334,157
Shares redeemed                          (8,388,139)     (75,774,081)
                                     --------------   --------------
Net decrease                             (4,927,784)  $  (44,439,924)
                                     ==============   ==============

Class B Shares for the Year                                Dollar
Ended December 31, 1993                    Shares          Amount

Shares sold                              72,899,782   $  666,438,413
Shares issued to shareholders in
reinvestment of dividends and
distributions                             7,596,227       69,595,664
                                     --------------   --------------
Total issued                             80,496,009      736,034,077
Shares redeemed                         (32,339,396)    (295,830,916)
                                     --------------   --------------
Net increase                             48,156,613   $  440,203,161
                                     ==============   ==============


Class B Shares for the Four Months                         Dollar
Ended December 31, 1992                    Shares          Amount

Shares sold                              28,784,511   $  261,420,886
Shares issued to shareholders in
reinvestment of dividends                 3,463,058       30,879,275
                                     --------------   --------------
Total issued                             32,247,569      292,300,161
Shares redeemed                         (15,687,293)    (141,487,474)
                                     --------------   --------------
Net increase                             16,560,276   $  150,812,687
                                     ==============   ==============

<AUDIT-REPORT>
INDEPENDENT AUDITORS' REPORT

The Board of Directors and Shareholders,
Merrill Lynch World Income Fund, Inc.:

We have audited the accompanying statement of assets and liabilities,
including the schedule of investments, of Merrill Lynch World Income
Fund, Inc. as of December 31, 1993, the related statements of opera-
tions for the year then ended and changes in net assets for the year
then ended and the four-month period ended December 31, 1992, and the 
financial highlights for the periods presented. These financial statements 
and the financial highlights are the responsibility of the Fund's 
management. Our responsibility is to express an opinion on these 
financial statements and the financial highlights based on our audits.
<PAGE>
We conducted our audits in accordance with generally accepted auditing 
standards. Those standards require that we plan and perform the audit to 
obtain reasonable assurance about whether the financial statements and 
the financial highlights are free of material misstatement. An audit 
includes examining, on a test basis, evidence supporting the amounts 
and disclosures in the financial statements.


Our procedures included confirmation of securities owned at December 31, 
1993 by correspondence with the custodian and brokers. An audit also in-
cludes assessing the accounting principles used and significant estimates 
made by management, as well as evaluating the overall financial statement 
presentation. We believe that our audits provide a reasonable basis for 
our opinion.

In our opinion, such financial statements and financial highlights present 
fairly, in all material respects, the financial position of Merrill Lynch 
World Income Fund, Inc. as of December 31, 1993, the results of its 
operations, the changes in its net assets, and the financial highlights 
for the respective stated periods in conformity with generally accepted 
accounting principles.



Deloitte & Touche
Princeton, New Jersey
February 4, 1994
</AUDIT-REPORT>

APPENDIX:
GRAPHIC AND IMAGE MATERIAL ITEM 1.

Total Return Based on a $10,000 Investment--Class A Shares

A line graph depicting the growth of an investment in the Fund's
Class A Shares compared to growth of an investment in the ML G5AO
Index and the Composite Index. Beginning and ending values are:

                                    9/29/88**       12/31/93

ML World Income Fund, Inc. ++--     $ 9,600         $17,921
  Class A Shares*

MLG5AO Index ++++                   $10,000         $16,384

Composite Index++++++               $10,000         $17,790

Total Return Based on a $10,000 Investment--Class B Shares
<PAGE>
A line graph depicting the growth of an investment in the Fund's
Class B Shares compared to growth of an investment in the ML G5AO
Index and the Composite Index. Beginning and ending values are:

                                    11/18/91**      12/31/93
 
ML World Income Fund, Inc. ++--     $10,000         $11,927
  Class B Shares*

MLG5AO Index ++++                   $10,000         $11,847

Composite Index++++++               $10,000         $12,880

[FN]
     *Assuming maximum sales charge, transaction costs and other operating
      expenses, including advisory fees.
    **Commencement of Operations.
    ++ML World Income Fund, Inc. invests in a global portfolio of fixed-income
      securities denominated in various currencies, including multinational 
      currency units.
  ++++This unmanaged Index is comprised of intermediate-term Government bonds
      maturing in one to ten years.
++++++This unmanaged Index, which is a blend of the First Boston High Yield
      and the JP Morgan Global Government Bond Index, is comprised of mutual 
      funds whose objectives include high current income and total returns.

      Past performance is not predictive of future performance.



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