MERRILL LYNCH WORLD INCOME FUND INC
N-30D, 1995-08-24
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MERRILL LYNCH
WORLD INCOME
FUND, INC.






FUND LOGO







Semi-Annual Report

June 30, 1995







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.
<PAGE>












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
Herbert I. London, Director
Robert R. Martin, 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
Gerald M. Richard, Treasurer
Mark B. Goldfus, Secretary

Custodian
State Street Bank & Trust Company
P.O. Box 351
Boston, Massachusetts 02101

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









DEAR SHAREHOLDERS

During the three-month period ended
June 30, 1995, global bond markets
continued the rallies which began in
late 1994 and early 1995. Economic
activity continued to show signs of
weakness, especially in North America,
Japan and Australia. Not surprisingly,
these markets showed the largest
interest rate declines during the June
quarter. The main sources of weak-
ness in the United States were the
low demand in the auto and housing
sectors, plus the sharp reversal in the
trade balance with Mexico. While
Canadian interest rates largely fol-
lowed US interest rates, yields in
Australia benefited even more from a
credible domestic budget forecast
that predicted a surplus in the fiscal
year ending June 1996. In Europe,
growth has shifted downward, mainly
in the stronger currency countries,
while the peripheral European
economies of Italy, Spain and Sweden
continue to show solid to robust
growth. Despite surging inflation,
very positive developments in the
late-April regional elections allowed
Italy to turn in the second-best bond
market performance. Bond markets in
Spain and Sweden followed Italy's
lead, but lagged.
<PAGE>
The world's central banks remain
biased to support growth, as seen by
reductions in key Japanese interest
rates both in April and July, and the
US Federal Reserve Board's interest
rate cut on July 6, 1995. Although the
German Bundesbank has not nudged
interest rates lower since its March
30 cut, the stronger-currency coun-
tries in Europe were able to lower
interest rates. Meanwhile, the peri-
pheral European countries had to
raise interest rates to combat rising
inflation. Global inflationary pres-
sures have been reduced--but not
eliminated--by the recent slowing
in global growth.

As mentioned in our last shareholder's
report, US monetary policy has been
the main reason for the US dollar's
decline to new record lows. First, the
surprising devaluation of the Mexican
peso, along with the movement by
the Federal Reserve Board to a neutral
monetary policy, forced investors to
reprice the dollar to reflect this new
information, especially when set
against an expected Bundesbank's
interest rate increase. Since reaching
new record lows versus the Deutsche-
mark and yen in early spring, the US
dollar stabilized, showing a rise of
just over 1% relative to the Deutsche-
mark while falling just under 2%
relative to the yen. The Italian lire
recorded the best gain, reversing its
sharp decline as political risk was
greatly reduced, while the British
pound declined over 2% following
Prime Minister John Major's resigna-
tion as leader of the Tory party, and
therefore a potentially new head of
government. However, Major won the
July 4 party vote and remains Prime
Minister. The Australian dollar
recorded the largest decline of
3.3% as the current account deficit
widened to record levels.
<PAGE>
Global Strategy & Outlook
During the June quarter, we main-
tained the same exposure to US
high-yield and international securi-
ties that prevailed at March 31, 1995.
The high-yield market remains the
best performing global bond market
year-to-date outside of Japan, a
market we avoid because of its
extremely low yields. During the
June quarter, we reduced the Fund's
Italian exposure by 20% and used the
proceeds to establish a new position
in Sweden, in order to capitalize on
Italy's outperformance. We believe
that the Dollar bloc countries of
Canada, Australia and New Zealand,
which slightly underperformed the
US bond market thus far in 1995, will
face a few obstacles over the next few
months. In Canada, the likelihood of
a referendum on an independent
Quebec looms in the autumn, while
the odds of early fall elections in
Australia have risen.

The outlook for European interest
rates remains positive in the core
markets, but less so in the peripheral
markets of Italy, Spain and Sweden,
given accelerating inflation amidst
uncertain political backdrops and the
prospect for no further monetary
policy easing by the Bundesbank.
While the background for the main
European bond markets remains
positive, the higher-yielding cur-
rencies will naturally be supported,
especially in an environment where
the US dollar is stable to rising
relative to the German Deutschemark.
In an opposite environment, the
high-yielding European bond markets
are likely to be under pressure,
thereby a temporary shift to lower-
yielding markets would be warranted
until the pressures abate.
<PAGE>
The crisis of confidence in emerging
markets peaked in early March fol-
lowing investors' acceptance of both
the Mexican and Argentine inter-
nationally supported economic
stabilization plans. The significant
appreciation of emerging fixed-
income prices was sustained by
investors' perceptions the worst is
over for these two countries. However,
because of Mexico's deteriorating
economic climate, second-quarter
corporate financial reports are likely
to exhibit very poor results. In light of
these developments, we took profits
on the Fund's Mexican position and
modestly increased its exposure to
Argentina and Brazil, selecting the
strongest credit quality issuers.

The High-Yield Market
The positive trend in the financial
market continued during second
quarter 1995. Ten-year Treasury note
yields declined from 7.13% to 6.25%
over the three-month period ended
June 30, 1995. High-yield bonds yields
also dropped but the decline was
more muted. Heavy new-issue supply
was one factor affecting the market.
Fear that the economic slowdown
could deepen seems to have depressed
investor psychology toward eco-
nomically sensitive cyclicals like steel
and paper. This contributed to the lag
between US Treasury securities and
high-yield bonds. In July, the high-
yield market caught up as technical
conditions improved and investor
psychology improved.

The first six months of 1995 were
very good for fixed-income invest-
ments. Ten-year US Treasury notes
declined 1.5% in response to more
positive fixed-income fundamentals.
High-yield bonds lagged modestly
through June but appear to have
caught up by mid-July.
<PAGE>
We have been positive on the US fixed-
income market for most of 1995
because we believed that 1994's bear
market left US Government and high-
yield securities significantly under-
valued. At current price and yield
levels, we are less optimistic. The
markets afford fair value but are
vulnerable to a significant back-up
in yields if economic growth resumes
at a brisker level than is currently
expected. Consequently, we have
become more selective recently.
During the quarter ended June 30,
1995, we sold certain issues that
appeared expensive relative to
Treasury securities, such as Clark
Oil Co. and ADT Operations. We also
sold several issues that appeared to
be deteriorating on a credit basis,
including Liggett Group, Inc. and
Foodmaker, Inc.

At June 30, 1995, the Fund's alloca-
tion to the US corporate high-yield
market was 43%. An additional 5%
was allocated to US convertible
securities. Although these securities
are relatively low-yielding, they have
demonstrated excellent appreciation
thus far in 1995.

In Conclusion
We thank you for your continued
support of 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
<PAGE>


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



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





August 7, 1995





PROXY RESULTS

During the six-month period ended June 30, 1995, Merrill Lynch World
Income Fund, Inc. shareholders voted on the following proposals. 
Proposals 1, 2 and 4 were approved at a special shareholders' meeting 
on September 27, 1994. Proposal 3 was passed at a special share-
holders' meeting on January 31, 1995. The description of each 
proposal and number of shares voted are as follows:

<TABLE>
<CAPTION>
                                                                                    Shares Voted           Shares Voted
                                                                                        For              Without Authority
<S>                                           <S>                                   <C>                      <C> 
1. To elect the Fund's Board of Directors:    Kenneth S. Axelson                    241,851,109              4,668,282
                                              Herbert I. London                     242,153,495              4,365,896
                                              Robert R. Martin                      241,951,017              4,568,374
                                              Joseph L. May                         242,128,715              4,390,676
                                              Andre F. Perold                       242,162,932              4,356,459
                                              Arthur Zeikel                         242,009,550              4,509,840
<CAPTION>

                                                                                    Shares Voted   Shares Voted   Shares Voted
                                                                                        For          Against        Abstain
<S>                                                                                 <C>             <C>           <C>
2. To select Deloitte & Touche LLP as the Fund's independent auditors.              238,052,411     1,877,085      6,589,895
3. To approve certain changes to the Fund's fundamental investment restrictions.    127,273,709     4,755,608      9,161,865
4. To amend the Fund's articles of incorporation to implement the Merrill Lynch
   Select Pricing SM System.                                                        220,996,168     8,805,310     16,717,912
</TABLE> 
<PAGE>




PERFORMANCE DATA


About Fund
Performance

Since October 21, 1994, investors have been able to purchase
shares of the Fund through the Merrill Lynch Select Pricing SM
System, which offers four pricing alternatives:

*Class A Shares incur a maximum initial sales charge (front-end
 load) of 4% and bear no ongoing distribution or account mainte-
 nance fees. Class A Shares are available only to eligible investors.

*Class B Shares are subject to a maximum contingent deferred
 sales charge of 4% if redeemed during the first year, decreasing
 1% each year thereafter to 0% after the fourth year. In addition,
 Class B Shares are subject to a distribution fee of 0.50% and an
 account maintenance fee of 0.25%. These shares automatically
 convert to Class D Shares after approximately 10 years.

*Class C Shares are subject to a distribution fee of 0.55% and an
 account maintenance fee of 0.25%. In addition, Class C Shares
 are subject to a 1% contingent deferred sales charge if redeemed
 within one year of purchase.

*Class D Shares incur a maximum initial sales charge of 4% and
 an account maintenance fee of 0.25% (but no distribution fee).

Performance data for the Fund's Class A and Class B Shares are
presented in the "Average Annual Total Return" and "Perform-
ance Summary" tables on pages 5 and 6. "Aggregate Total Return"
tables for Class C and Class D Shares are also presented on page
5. Data for all of the Fund's shares are presented in the "Recent
Performance Results" table on pages 6 and 7.

The "Recent Performance Results" table shows investment
results  before the deduction of any sales charges for Class A and
Class B Shares for the 12-month and 3-month periods ended
June 30, 1995 and for Class C and Class D Shares for the since
inception and 3-month periods ended June 30, 1995. All data
in this table assume imposition of the actual total expenses
incurred by each class of shares during the relevant period.

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


Average Annual
Total Return++


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

Class A Shares*

Year Ended 6/30/95                        + 8.42%            +4.08%
Five Years Ended 6/30/95                  + 9.36             +8.47
Inception (9/29/88) through 6/30/95       +10.23             +9.57


[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 6/30/95                         +7.58%            +3.60%
Inception (11/18/91) through 6/30/95       +6.10             +5.86


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




Aggregate
Total Return
                                         % Return          % Return
                                       Without CDSC       With CDSC**

Class C Shares*

Inception (10/21/94) through 6/30/95       +6.07%            +5.07%

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




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

Class D Shares*

Inception (10/21/94) through 6/30/95       +6.50%            +2.24%


[FN]
 *Maximum sales charge is 4%.
**Assuming maximum sales charge.






PERFORMANCE DATA (concluded)


<TABLE>
Performance
Summary--
Class A Shares++
<CAPTION>

                                          Net Asset Value              Capital Gains
Period Covered                      Beginning           Ending          Distributed        Dividends Paid*             % Change**
<S>                                  <C>                <C>                <C>                 <C>                      <C>    
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
1994                                  9.28               8.20                --                 0.711                   - 4.05
1/1/95--6/30/95                       8.20               8.47                --                 0.346                   + 7.80
                                                                           ------              ------
                                                                     Total $0.049        Total $6.805

                                                                                 Cumulative total return as of 6/30/95: +93.08%**
<PAGE>
<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 and 
  return of capital distribution, if any.
**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**
<S>                                  <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
1994                                  9.28               8.19                --                 0.645                   - 4.90
1/1/95--6/30/95                       8.19               8.46                --                 0.315                   + 7.41
                                                                           ------              ------
                                                                     Total $0.047        Total $2.672

                                                                                 Cumulative total return as of 6/30/95: +23.88%**


<FN>
 *Figures may include short-term capital gains distributions and return 
  of capital distribution, if any.
**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>
Recent
Performance
Results
<CAPTION>
                                                                                                    12 Month           3 Month
                                            6/30/95            3/31/95          6/30/94++           % Change++         % Change
<S>                                         <C>                <C>              <C>                 <C>                <C>   
Class A Shares*                             $8.47              $8.23            $8.52               -0.59%             +2.92%
Class B Shares*                              8.46               8.23             8.51               -0.59              +2.79
Class C Shares*                              8.46               8.22             8.42               +0.48              +2.92
Class D Shares*                              8.47               8.23             8.43               +0.47              +2.92
Class A Shares--Total Return*                                                                       +8.42(1)           +5.16(2)
Class B Shares--Total Return*                                                                       +7.58(3)           +4.83(4)
Class C Shares--Total Return*                                                                       +6.07(5)           +4.94(6)
Class D Shares--Total Return*                                                                       +6.50(7)           +5.09(8)
Class A Shares--Standardized 30-day Yield    8.48%
Class B Shares--Standardized 30-day Yield    8.05%
Class C Shares--Standardized 30-day Yield    7.95%
Class D Shares--Standardized 30-day Yield    8.24%


<FN>
  *Investment results shown do not reflect sales charges; results 
   shown would be lower if a sales charge was included.
 ++Investment results shown for Class C and Class D Shares are 
   since inception (10/21/94).
(1)Percent change includes reinvestment of $0.736 per share ordinary 
   income dividends.
(2)Percent change includes reinvestment of $0.182 per share ordinary 
   income dividends.
(3)Percent change includes reinvestment of $0.670 per share ordinary 
   income dividends.
(4)Percent change includes reinvestment of $0.166 per share ordinary 
   income dividends.
(5)Percent change includes reinvestment of $0.440 per share ordinary 
   income dividends.
(6)Percent change includes reinvestment of $0.164 per share ordinary 
   income dividends.
(7)Percent change includes reinvestment of $0.475 per share ordinary 
   income dividends.
(8)Percent change includes reinvestment of $0.177 per share ordinary 
   income dividends.
</TABLE>
<PAGE>



<TABLE>
SCHEDULE OF INVESTMENTS                                                                                            (in US dollars)
<CAPTION>
                                                                                                              Value     Percent of
AFRICA     Industries          Face Amount         Fixed-Income Investments                    Cost         (Note 1a)   Net Assets
<S>        <S>          <S>  <C>           <S>                                           <C>             <C>                <C>
South      Foreign      US$      5,000,000   Republic of South Africa, 9.625%
Africa     Government                          due 12/15/1999                            $    4,984,250  $    5,187,500       0.3%
           Obligations  

                                             Total Fixed-Income Investments in
                                             South Africa                                     4,984,250       5,187,500       0.3


                                             Total Investments in African Securities          4,984,250       5,187,500       0.3


LATIN AMERICA &
THE CARIBBEAN


Argentina  Banking               3,000,000   Banco Rio de la Plata S.A., 8.75%
                                               due 12/15/2003                                 2,332,500       2,205,000       0.1

           Energy                4,000,000 ++Transportadora de Gas del Sur, 7.75%
                                               due 12/23/1998                                 3,542,500       3,520,000       0.2

           Foreign                           Republic of Argentina:
           Government   Lit  5,000,000,000     13.45% due 10/21/1997                          3,089,063       2,918,704       0.2
           Obligations           5,000,000     10.95% due 11/01/1999                          4,912,500       4,825,000       0.3
                                 3,000,000     8.375% due 12/20/2003                          2,313,750       2,212,500       0.1
                                                                                         --------------  --------------     ------
                                                                                             10,315,313       9,956,204       0.6

           Telecommuni- US$      6,500,000 ++Telecom Argentina Stet--France Telecom 
           cations                             S.A., 8.375% due 10/18/2000                    5,799,375       5,785,000       0.3
                                10,000,000   Telefonica de Argentina S.A., 11.875%
                                               due 11/01/2004                                 9,800,800       9,650,000       0.6
                                                                                         --------------  --------------     ------
                                                                                             15,600,175      15,435,000       0.9

                                             Total Fixed-Income Investments in Argentina     31,790,488      31,116,204       1.8
</TABLE>
<PAGE>



<TABLE>
SCHEDULE OF INVESTMENTS (continued)                                                                                (in US dollars)
<CAPTION>
LATIN 
AMERICA & THE
CARIBBEAN                                                                                                     Value     Percent of
(concluded)Industries          Face Amount         Fixed-Income Investments                    Cost         (Note 1a)   Net Assets
<S>        <S>          <S>  <C>           <S>                                           <C>             <C>                <C>
Brazil     Banking      US$      3,000,000 ++Banco Safra, 9.75% due 6/19/1997            $    3,000,000  $    2,984,730       0.2%
                                 5,000,000 ++United Banco Brazil, 10.25% due 6/12/1997        4,987,500       4,980,800       0.3
                                                                                         --------------  --------------     ------
                                                                                              7,987,500       7,965,530       0.5

           Construction          5,000,000 ++Compania Brasileira de Projetos e Obras,
                                               12.50% due 12/22/1997                          4,975,000       4,825,000       0.3

                                             Total Fixed-Income Investments in Brazil        12,962,500      12,790,530       0.8


Colombia   Banking               5,000,000   Banco Ganadero S.A., 9.75% due 8/26/1999         4,992,340       4,993,750       0.3

                                             Total Fixed-Income Investments in Colombia       4,992,340       4,993,750       0.3


Mexico     Foreign               5,500,000   Nafinsa, 10.625% due 11/22/2001                  5,929,375       4,785,000       0.3
           Government   Pound   10,000,000   United Mexican States, Government Bond,
           Obligations  Sterling               12.25% due 12/03/1998                         17,422,207      14,871,175       0.9
                                                                                         --------------  --------------     ------
                                                                                             23,351,582      19,656,175       1.2
           Industrial
           Services     US$      2,000,000   Cemex, S.A., 10% due 11/05/1999                  1,600,000       1,725,000       0.1

                                             Total Fixed-Income Investments in Mexico        24,951,582      21,381,175       1.3



Trinidad   Foreign                           Republic of Trinidad and Tobago:
& Tobago   Government            3,000,000     11.50% due 11/20/1997                          3,123,750       3,112,500       0.2
           Obligations           4,000,000   ++9.75% due 11/03/2000                           3,991,600       3,950,000       0.2

                                             Total Fixed-Income Investments in
                                             Trinidad & Tobago                                7,115,350       7,062,500       0.4


                                                   Convertible Bonds

<PAGE>
Mexico     Industrial            1,000,000 ++Cemex, S.A., 4.25% due 11/01/1997                1,000,000         750,000       0.1
           Services   

                                             Total Investments in Mexican Convertible 
                                             Bonds                                            1,000,000         750,000       0.1


                                             Total Investments in Latin American &
                                             Caribbean Securities                            82,812,260      78,094,159       4.7


NORTH
AMERICA                                            Fixed-Income Investments


Canada     Energy       C$      10,000,000   Gulf Canada Resources, Ltd.:
                                               9% due 8/15/1999                               9,158,438       9,950,000       0.6
                                 6,000,000     9.25% due 1/15/2004                            5,962,020       5,850,000       0.3

                                             Total Fixed-Income Investments in Canada        15,120,458      15,800,000       0.9


United     Air                               Delta Air Lines, Inc.:
States     Transport    US$     16,182,112     9.375% due 9/11/2007 (b)                      16,458,503      17,401,111       1.0
                                10,000,000     10.50% due 4/30/2016                          10,287,500      11,617,900       0.7
                                 7,100,000   United Air Pass-Through, 10.125% 
                                               due 3/22/2015                                  7,684,046       7,914,725       0.5
                                15,000,000   USAir Inc., 10.375% due 3/01/2013               15,000,000      14,250,000       0.9
                                                                                         --------------  --------------     ------
                                                                                             49,430,049      51,183,736       3.1

           Broadcasting         10,000,000   Continental Cablevision, Inc., 9.50%
           & Publishing                        due 8/01/2013                                 10,000,000      10,300,000       0.6
                                 5,000,000   Heritage Media Corp., 11% due 6/15/2002          5,247,188       5,387,500       0.3
                                10,000,000   Videotron Group, Ltd. Co., 10.25%
                                               due 10/15/2002                                10,043,750      10,400,000       0.7
                                                                                         --------------  --------------     ------
                                                                                             25,290,938      26,087,500       1.6

           Building             15,300,000   Pacific Lumber Co., 10.50% due 3/01/2003        15,462,750      14,037,750       0.9
           Materials            11,035,000   USG Corp., 8.75% due 3/01/2017                   9,717,469      10,428,075       0.6
                                                                                         --------------  --------------     ------
                                                                                             25,180,219      24,465,825       1.5

           Capital Goods        10,000,000   Sequa Corp., 9.375% due 12/15/2003               9,915,000       9,350,000       0.6

           Chemicals            33,860,000   GI Holdings, Inc., 11.38%* due 10/01/1998       23,637,453      22,686,200       1.4
                                10,000,000   Uniroyal Chemical Co., 9% due 9/01/2000         10,000,000       9,850,000       0.6
                                                                                         --------------  --------------     ------
                                                                                             33,637,453      32,536,200       2.0
<PAGE>
           Conglomerates        20,000,000   Coltec Industries Inc., 10.25% 
                                               due 4/01/2002                                 20,387,500      20,700,000       1.3
                                10,000,000   Sherritt Gordon, Ltd., 9.75% due 4/01/2003      10,048,250       9,700,000       0.6
                                                                                         --------------  --------------     ------
                                                                                             30,435,750      30,400,000       1.9

           Consumer              2,227,000   Liggett Group, Inc., 19.75% due 2/01/1999        2,227,000       2,087,813       0.1
           Products             20,000,000   Revlon Consumer Products Corp.,
                                               9.375% due 4/01/2001                          17,628,044      19,300,000       1.2
                                                                                         --------------  --------------     ------
                                                                                             19,855,044      21,387,813       1.3

           Containers           20,000,000   Owens-Illinois, Inc., 11% due 12/01/2003        21,906,563      21,950,000       1.3

           Energy                            Maxus Energy Corp.:
                                 6,500,000     9.875% due 10/15/2002                          6,485,050       6,207,500       0.4
                                 1,000,000     11.50% due 11/15/2015                          1,051,250         980,000       0.0
                                 5,000,000   Oleoducts Central S.A., 9.35% due 9/01/2005      5,000,000       4,987,500       0.3
                                15,000,000   Rowan Companies, Inc., 11.875% 
                                               due 12/01/2001                                15,590,000      16,050,000       1.0
                                15,000,000   Seagull Energy Corp., 8.625% due 8/01/2005      15,000,000      14,250,000       0.9
                                10,000,000   TransTexas Gas Corp., 11.50% due 6/15/2002       9,999,250      10,200,000       0.6
                                                                                         --------------  --------------     ------
                                                                                             53,125,550      52,675,000       3.2

           Entertainment                     Marvel Holdings, Inc.:
                                 1,125,000     9.125% due 2/15/1998                             995,625       1,040,625       0.1
                                26,780,000     11.47%* due 4/15/1998                         19,491,779      18,879,900       1.1
                                 5,000,000   Spectravision Inc., 10.92%* due 10/01/2001       4,410,496       1,150,000       0.1
                                10,000,000   Trump Plaza Funding, Inc., 10.875%
                                               due 6/15/2001                                  7,536,875       9,150,000       0.5
                                                                                         --------------  --------------     ------
                                                                                             32,434,775      30,220,525       1.8

           Financial             2,000,000   Financira Energetica Nacional, 9%
           Services                            due 11/08/1999                                 2,057,500       2,040,000       0.1
                                17,375,000   Lomas Mortgage USA, Inc., 10.25%
                                               due 10/01/2002                                17,387,500      11,467,500       0.7
                                10,000,000   Penn Financial Corp., 9.25% due 12/15/2003      10,000,000       9,700,000       0.6
                                10,000,000   Reliance Group Holdings, Inc., 9%
                                               due 11/15/2000                                10,000,000       9,825,000       0.6
                                                                                         --------------  --------------     ------
                                                                                             39,445,000      33,032,500       2.0
</TABLE>
<PAGE>


<TABLE>
SCHEDULE OF INVESTMENTS (continued)                                                                                (in US dollars)
<CAPTION>
NORTH
AMERICA                                                                                                       Value     Percent of
(continued)Industries          Face Amount         Fixed-Income Investments                    Cost         (Note 1a)   Net Assets
<S>        <S>          <S>  <C>           <S>                                           <C>             <C>                <C>
United     Food &       US$     10,000,000   Canandaigua Wine Inc., 8.75%
States     Beverage                            due 12/15/2003                            $   10,000,000  $    9,800,000       0.6%
(concluded)                     10,000,000   Coca-Cola Bottling Co., 9% due 11/15/2003       10,005,000       9,850,000       0.6
                                20,000,000   Del Monte Corp., 10% due 5/01/2003              20,025,312      16,400,000       1.0
                                28,435,000   Grand Union Co., 12% due 9/01/2004 (e)          28,034,925      27,439,775       1.7
                                18,000,000   Penn Traffic Co., 9.625% due 4/15/2005          18,308,350      16,965,000       1.0
                                15,000,000   Pueblo Xtra International Inc., 9.50%
                                               due 8/01/2003                                 15,111,875      13,800,000       0.8
                                10,000,000   Specialty Foods Corp., 10.25% due 8/15/2001     10,000,000       9,600,000       0.6
                                                                                         --------------  --------------     ------
                                                                                            111,485,462     103,854,775       6.3

           Health                2,500,000   MEDIQ, Inc., 11.125% due 7/01/1999               2,500,000       2,325,000       0.1
           Services  

           High                 15,000,000   Computervision Corp., 10.875% due 8/15/1997     15,025,000      14,775,000       0.9
           Technology

           Home                              Del E. Webb Corp.:
           Building              9,250,000     10.875% due 3/31/2000                          9,376,875       9,481,250       0.6
                                 3,500,000     9.75% due 3/01/2003                            3,472,455       3,325,000       0.2
                                             Kaufman & Broad Home, Inc.:
                                 2,000,000     10.375% due 9/01/1999                          2,020,000       2,025,000       0.1
                                 5,250,000     9.375% due 5/01/2003                           5,217,187       5,026,875       0.3
                                             Ryland Group, Inc.:
                                 2,000,000     10.50% due 7/15/2002                           2,010,030       1,980,000       0.1
                                 8,250,000     9.625% due 6/01/2004                           7,991,250       7,899,375       0.5
                                                                                         --------------  --------------     ------
                                                                                             30,087,797      29,737,500       1.8

           Hotels &              1,906,000   Goldriver Hotel & Casino Corp., 13.375%
           Casinos                             due 8/31/1999                                  2,645,548       1,410,440       0.1
                                10,000,000   Greate Bay Properties, Inc., 10.875%
                                               due 1/15/2004                                  9,996,250       8,500,000       0.5
                                15,000,000   Showboat, Inc., 9.25% due 5/01/2008             14,698,750      13,762,500       0.8
                                                                                         --------------  --------------     ------
                                                                                             27,340,548      23,672,940       1.4

           Industrial           15,000,000   ADT Operations, 9.25% due 8/01/2003             15,073,188      15,487,500       1.0
           Services
<PAGE>
           Oil/Gas               7,000,000   Clark R & M Holdings, Inc., 10.43%*
           Domestic                            due 2/15/2000                                  4,336,707       4,375,000       0.3

           Paper                10,000,000   Container Corp. of America, 9.75%
                                               due 4/01/2003                                 10,200,000       9,900,000       0.6
                                15,000,000   Fort Howard Corp., 9% due 2/01/2006             15,007,500      13,650,000       0.8
                                10,000,000   Riverwood International Corp., 11.25%
                                               due 6/15/2002                                 10,385,750      10,900,000       0.7
                                             Stone Container Corp.:
                                12,500,000     9.875% due 2/01/2001                          11,667,085      12,390,625       0.7
                                 7,500,000     10.75% due 10/01/2002                          7,425,000       7,856,250       0.5
                                                                                         --------------  --------------     ------
                                                                                             54,685,335      54,696,875       3.3

           Restaurants &                     Flagstar Corp.,
           Food Services         2,000,000     10.875% due 12/01/2002                         2,000,000       1,860,000       0.1
                                17,000,000     11.375% due 9/15/2003                         16,640,000      13,345,000       0.8
                                                                                         --------------  --------------     ------
                                                                                             18,640,000      15,205,000       0.9

           Retail Stores        10,000,000   Specialty Retailers, Inc., 10% 
                                               due 8/15/2000                                 10,112,500       9,300,000       0.6

           Textiles             10,000,000   WestPoint Stevens Inc., 8.75% due 
                                               12/15/2001                                    10,093,750       9,850,000       0.6

           Transport            10,000,000   Viking Star Shipping Co., 9.625%
           Services                            due 7/15/2003                                 10,028,437       9,900,000       0.6

           Utilities             9,848,000   Beaver Valley II Funding, 9% due 6/01/2017       7,262,900       8,272,320       0.5
                                 4,000,000   CTC Mansfield Funding Corp., 11.125%
                                               due 9/30/2016                                  4,301,250       4,071,760       0.3
                                             Midland Cogeneration Venture
                                             Limited Partnership:
                                 9,070,566   ++10.33% due 7/23/2002 (b)                       8,889,155       9,305,576       0.6
                                10,000,000     13.25% due 7/23/2006                          11,183,750      10,102,900       0.6
                                 9,100,000   Tucson Electric & Power Co., 10.732%
                                               due 1/01/2013                                  8,713,250       8,775,949       0.5
                                                                                         --------------  --------------     ------
                                                                                             40,350,305      40,528,505       2.5

                                             Total Fixed-Income Investments in the
                                             United States                                  690,415,370     666,997,194      40.6


                              Face Amount          Convertible Bonds

<PAGE>
Canada     Metals &     C$       1,000,000   Inco Ltd., 5.75% due 7/01/2004                   1,050,750       1,125,000       0.1
           Mining

                                             Total Investments in Canadian
                                             Convertible Bonds                                1,050,750       1,125,000       0.1



United     Airlines     US$      3,000,000   AMR Corp., 6.125% due 11/01/2024***              2,444,374       3,123,750       0.2
States
           Broadcast/              759,000   All American Communications, Inc., 6.50%
           Radio &                             due 10/01/2003                                   683,100         717,255       0.0
           Television

           Building &            1,500,000   Toll Brothers Inc., 4.75% due 1/15/2004          1,500,000       1,335,000       0.1
           Construction          1,000,000   US Home Corp., 4.875% due 11/01/2005               991,000         840,000       0.0
                                                                                         --------------  --------------     ------
                                                                                              2,491,000       2,175,000       0.1

           Computers             2,500,000   Data General Corp., 7.75% due 6/01/2001          2,479,375       2,250,000       0.1
                                 1,000,000   Storage Technology Corp., 8% due 5/31/2015       1,132,500         975,000       0.1
                                                                                         --------------  --------------     ------
                                                                                              3,611,875       3,225,000       0.2

           Conglomerates         2,000,000   Polyphase Corp., 12% due 7/01/1999               2,000,000       1,720,000       0.1

           Electrical            3,125,000   Rexel S.A., 7% due 8/01/2014                     3,065,625       3,218,750       0.2
           Equipment

           Electronics             500,000 ++Zenith Electronics Corp., 8.50%
                                               due 11/19/2000***                                505,750         483,750       0.0

           Entertainment         4,500,000   Time Warner Inc., 7.99%* due 12/17/2012          1,456,852       1,501,875       0.1

           Financial             2,253,000   Pacific Gulf Properties, Inc., 8.375%
           Services                            due 2/15/2001                                  1,982,303       2,038,965       0.1

           Food &                3,000,000   Boston Chicken Inc., 4.50% due 2/01/2004         3,000,000       2,775,000       0.2
           Beverage              3,000,000   Farm Fresh, Inc., 7.50% due 3/01/2010            1,562,500       1,810,707       0.1
                                                                                         --------------  --------------     ------
                                                                                              4,562,500       4,585,707       0.3
</TABLE>
<PAGE>




<TABLE>
SCHEDULE OF INVESTMENTS (continued)                                                                                (in US dollars)
<CAPTION>
NORTH
AMERICA                                                                                                       Value     Percent of
(concluded)Industries          Face Amount         Convertible Bonds                           Cost         (Note 1a)   Net Assets
<S>        <S>          <S>  <C>           <S>                                           <C>             <C>                <C>

United     Healthcare   US$        700,000 ++Pharmaceutical Marketing Services, 
States                                         Inc., 6.25% due 2/01/2003***              $      536,700  $      483,000       0.0%
(concluded)

           Home                  1,000,000 ++Engle Homes, Inc., 7% due 3/01/2003                885,380         860,000       0.1
           Building

           Industrial              500,000   Mascotech, Inc., 4.50% due 12/15/2003              500,000         361,875       0.0
           Services                140,000   Recognition Equipment International, Inc.,
                                               7.25% due 4/15/2011                              103,600         115,150       0.0
                                 2,080,000   Wainoco Oil Corp., 7.75% due 6/01/2014           1,880,352       1,856,400       0.1
                                                                                         --------------  --------------     ------
                                                                                              2,483,952       2,333,425       0.1

           Insurance               500,000   Alexander & Alexander Services Inc., 11%
                                               due 4/15/2007                                    508,750         510,000       0.0

           Machine--             1,500,000   Cooper Industries, Inc., 7.05% due
           Diversified                         1/01/2015                                      1,475,000       1,556,250       0.1

           Machinery--           2,000,000   Albany International Corp., 5.25% due
           Paper                               3/15/2002                                      1,832,679       1,930,000       0.1

           Mining                2,000,000   Coeur d'Alene Mines Corp., 6.375%
                                               due 1/31/2004***                               1,916,550       1,820,000       0.1

           Oil--                 3,000,000   USX Corp., 7% due 6/15/2017                      2,530,525       2,745,000       0.2
           Domestic

           Pharmaceuticals       2,600,000   Bindley Western Industries, Inc., 6.50%
                                               due 10/01/2002                                 2,563,000       2,593,500       0.2
                                 2,000,000   IVAX Corp., 6.50% due 11/15/2001                 1,897,500       1,950,000       0.1
                                                                                         --------------  --------------     ------
                                                                                              4,460,500       4,543,500       0.3

           Publishing/           1,350,000   Graphic Industries, Inc., 7% due 5/15/2006       1,184,625       1,161,000       0.1
           Printing

           Retail                  825,000   Baker (J.) Inc., 7% due 6/01/2002                  824,527         750,750       0.0
                                 1,000,000   Michaels Stores, Inc., 4.75% due 1/15/2003       1,016,000         925,000       0.1
                                                                                         --------------  --------------     ------
                                                                                              1,840,527       1,675,750       0.1
<PAGE>
           Telecommuni-          3,315,000   Intelcom Group Inc., 7% due 10/30/1998 (a)       3,276,281       2,221,911       0.2
           cations                 285,000   M/A Communications Inc., 9.25% due 
                                               5/15/2006                                        285,000         286,425       0.0
                                                                                         --------------  --------------     ------
                                                                                              3,561,281       2,508,336       0.2

           Textiles                375,000   Fieldcrest Cannon, Inc., 6% due 3/15/2012          285,000         290,625       0.0
                                 2,400,000   Interface, Inc., 8% due 9/15/2013***             2,349,463       2,304,000       0.2
                                                                                         --------------  --------------     ------
                                                                                              2,634,463       2,594,625       0.2

           Transportation        2,500,000   UAL Corp., 6.375% due 2/01/2025***               2,244,360       2,518,750       0.1
                                 1,000,000   Varlen Corp., 6.50% due 6/01/2003                  987,500       1,050,000       0.1
                                                                                         --------------  --------------     ------
                                                                                              3,231,860       3,568,750       0.2

                                             Total Investments in United States
                                             Convertible Bonds                               51,886,171      51,079,688       3.1


                                  Shares           Convertible Preferred Stocks,
                                   Held             Common Stocks and Warrants


United     Airlines                 52,500   Delta Air Lines Inc., $3.50 (Series C),
States                                         Conv. Pfd.***                                  2,756,900       3,071,250       0.2

           Banking &                48,300   Rochester Community Savings Bank, $1.75
           Finance                             (Series B)                                     1,387,224       1,515,412       0.1
                                    36,300   Southern National Corp., Pfd. $1.6875            1,158,678       1,288,650       0.1
                                    55,200   Union Planters Corp., Pfd. $2.00                 1,949,405       1,890,600       0.1
                                                                                         --------------  --------------     ------
                                                                                              4,495,307       4,694,662       0.3

           Environmental         3,520,000 ++Allied Waste Industries, Inc.,
                                               $90 Conv. Pfd.***                              3,520,401       5,297,600       0.3

           Food &                  346,500   RJR Nabisco, Inc., Pfd. $.60 (Series C)          2,250,782       2,122,312       0.1
           Beverage

           Forest Products          44,800   James River Corp. of Virginia                    1,969,537       2,004,800       0.2
           & Paper                  15,000   James River Corp. of Virginia, $3.375 
                                               (Series K) Conv. Pfd.                            668,330         671,250       0.0
                                                                                         --------------  --------------     ------
                                                                                              2,637,867       2,676,050       0.2
<PAGE>
           High                     91,053   Anacomp, Inc. (Warrants) (c)                       120,000          34,145       0.0
           Technology

           Hotels &                 75,000   Goldriver Hotel & Casino Corp.
           Casinos                             Liquidating Trust                                 75,000          53,437       0.0
                                    30,000   Goldriver Hotel & Casino Corp. (Series B)
                                               (d)                                              219,738          30,000       0.0
                                     6,000   Trump Taj Mahal Funding, Inc. (Class A)              3,000          72,000       0.0
                                                                                         --------------  --------------     ------
                                                                                                297,738         155,437       0.0

           Industrial               20,000   Mascotech, Inc., Pfd. $1.20                        312,460         285,000       0.0
           Services                 10,000   UGI Corp. (Warrants) (c)                            43,750           1,500       0.0
                                                                                         --------------  --------------     ------
                                                                                                356,210         286,500       0.0

           Insurance                36,200   Kemper Corp.                                     1,674,974       1,800,950       0.1
                                     1,500   Westbridge Capital Corp., Pfd.                   1,500,000       1,275,000       0.1
                                                                                         --------------  --------------     ------
                                                                                              3,174,974       3,075,950       0.2

           Oil & Gas               113,600   Gerrity Oil & Gas Corp., Pfd. $1.50              1,882,785       1,320,600       0.1
                                    43,000   Snyder Oil Corp., Pfd. $1.50 (Series A)            906,023         849,250       0.1
                                    20,000   Western Gas Resources, Inc., Pfd. $2.62          1,000,000         700,000       0.0
                                    10,000   Williams Companies, Inc. (The)                     572,500         620,000       0.0
                                                                                         --------------  --------------     ------
                                                                                              4,361,308       3,489,850       0.2

                                             Total Investments in United States
                                             Convertible Preferred Stocks,
                                             Common Stocks & Warrants                        23,971,487      24,903,756       1.5



                                             Total Investments in North American
                                             Securities                                     782,444,236     759,905,638      46.2

</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>          <S>     <C>          <S>                                         <C>             <C>                <C>
Australia  Foreign                           Australian Government Bonds:
           Government   A$      74,600,000     12% due 11/15/2001                        $   60,153,723  $   60,977,567       3.7%
           Obligations--        28,000,000     9.50% due 8/15/2003                           20,638,131      20,334,242       1.2
           Regional &           21,500,000   Queensland Treasury Corp., Global Notes,
           Agency                              8% due 5/14/2003                              16,111,077      14,219,402       0.9

                                             Total Fixed-Income Investments in 
                                             Australia                                       96,902,931      95,531,211       5.8


New        Foreign      NZ$     35,300,000   New Zealand Government Bonds, 10%
Zealand    Government                          due 7/15/1997                                 24,545,606      24,365,281       1.5
           Obligations

                                             Total Fixed-Income Investments in
                                             New Zealand                                     24,545,606      24,365,281       1.5


Philip-    Industrial   US$      3,000,000 ++San Miguel Corp., 9% due 4/27/2000               2,981,000       3,075,000       0.2
pines

                                             Total Fixed-Income Investments
                                             in the Philippines                               2,981,000       3,075,000       0.2


                                             Total Investments in Pacific Basin 
                                             Securities                                     124,429,537     122,971,492       7.5

<PAGE>
WESTERN
EUROPE


Denmark    Foreign      Dkr    208,500,000   Denmark Kingdom, 9% due 11/15/2000              37,315,108      40,007,893       2.4
           Government
           Obligations

                                             Total Fixed-Income Investments in Denmark       37,315,108      40,007,893       2.4


Germany    Consumer     US$     10,000,000   Tarkett International, 9% due 3/01/2002         10,000,000       9,950,000       0.6
           Products

                                             Total Fixed-Income Investments in Germany       10,000,000       9,950,000       0.6


Italy      Foreign                           Buoni Poliennali del Tesoro
           Government                        (Italian Government Bonds):
           Obligations  Lit 55,000,000,000     12% due 9/18/1998                             36,600,703      33,652,200       2.0
                            70,400,000,000     9% due 10/01/1998                             42,566,872      39,894,768       2.4
                           118,000,000,000     8.50% due 1/01/1999                           68,257,247      65,224,572       4.0

                                             Total Fixed-Income Investments in Italy        147,424,822     138,771,540       8.4


Portugal   Supra-       Esc    750,000,000   European Banking Investment Trust, 15.50%
           national                            due 7/12/1995                                  6,389,454       5,135,089       0.3
           Entities

                                             Total Fixed-Income Investments in Portugal       6,389,454       5,135,089       0.3


Spain      Foreign                           Government of Spain:
           Government   Pta  8,085,000,000     11.45% due 8/30/1998                          64,545,464      66,635,349       4.1
           Obligations       8,242,000,000     10.25% due 11/30/1998                         62,495,835      65,650,268       4.0
                             1,524,000,000     12.25% due 3/25/2000                          12,076,223      12,802,103       0.8

                                             Total Fixed-Income Investments in Spain        139,117,522     145,087,720       8.9


Sweden     Foreign      Sek    198,000,000   Government of Sweden, 11% due 1/21/1999         27,319,021      27,481,696       1.7
           Government    
           Obligations

                                             Total Fixed-Income Investments in Sweden        27,319,021      27,481,696       1.7

<PAGE>
United     Foreign      Pound   63,700,000   United Kingdom Gilt, 9% due 3/03/2000          101,744,036     104,417,617       6.4
Kingdom    Government   Sterling
           Obligations

                                             Total Fixed-Income Investments in the
                                             United Kingdom                                 101,744,036     104,417,617       6.4


                                                   Convertible Bonds


United     Conglomerates         1,250,000   Hanson Trust PLC, 9.50% due 1/31/2006            2,074,884       2,022,917       0.1
Kingdom
                                             Total Investments in United Kingdom
                                             Convertible Bonds                                2,074,884       2,022,917       0.1


                                             Total Investments in
                                             Western European Securities                    471,384,847     472,874,472      28.8


SHORT-TERM                           Face
SECURITIES                          Amount                Issue


United     Commercial   US$     20,000,000   AIG Funding, Inc., 5.95% due 7/06/1995          19,990,083      19,990,083       1.2
States     Paper**              15,000,000   Ciesco L.P., 5.95% due 7/12/1995                14,977,688      14,977,688       0.9
                                42,155,000   General Electric Capital Corp., 6.20%
                                               due 7/03/1995                                 42,155,000      42,155,000       2.6
                                20,000,000   Matterhorn Capital Corp., 5.93% due 
                                               7/25/1995                                     19,927,522      19,927,522       1.2
                                10,000,000   Riverwoods Funding Corp., 5.96% due 
                                               7/19/1995                                      9,973,511       9,973,511       0.6
                                                                                         --------------  --------------     ------
                                                                                            107,023,804     107,023,804       6.5

           US Government                     Federal National Mortgage Association:
           & Agency             30,000,000     5.87% due 7/11/1995                           29,960,867      29,960,867       1.8
           Obligations**        15,000,000     5.81% due 8/03/1995                           14,924,954      14,924,954       1.0
                                 3,700,000   US Treasury Bills, 5.60% due 9/07/1995 (f)       3,662,013       3,662,608       0.2
                                                                                         --------------  --------------     ------
                                                                                             48,547,834      48,548,429       3.0

                                             Total Investments in Short-Term Securities     155,571,638     155,572,233       9.5
</TABLE>
<PAGE>

<TABLE>
SCHEDULE OF INVESTMENTS (concluded)                                                                                (in US dollars)
<CAPTION>
OPTIONS                   Number of Contracts/                                               Premiums         Value     Percent of
PURCHASED                      Face Amount                Issue                                Paid         (Note 1a)   Net Assets
           <S>                  <C>          <S>                                         <C>             <C>                <C>
           Currency Call        24,000,000   German Deutschemark/Italian Lira, expiring
           Options Purchased                   July 1995 at DM/LIT 1205                  $      224,461  $       29,496       0.0%

           Currency Put          9,378,200   Australian Dollar, expiring July 1995
           Options                             at A$.7214                                        64,613         174,435       0.0
           Purchased            25,197,401   New Zealand Dollar, expiring August 1995
                                               at NZ$.6595                                      128,507         163,783       0.0
                                                                                         --------------  --------------     ------
                                                                                                193,120         338,218       0.0

                                             Total Options Purchased                            417,581         367,714       0.0


                                             Total Investments                            1,622,044,349   1,594,973,208      97.0


OPTIONS                                                                                      Premiums
WRITTEN                                                                                      Received


           Currency Call         9,516,000   Australian Dollar, expiring July 1995 
           Options Written                     at A$.732                                        (64,614)         (4,758)      0.0
                                95,000,000   German Deutschemark/Italian Lira, expiring
                                               September 1995 at DM/LIT 1145                   (503,788)       (707,560)      0.0
                                25,923,330   New Zealand Dollar, expiring August 1995
                                               at NZ$.6785                                     (128,580)        (90,732)      0.0
                                                                                         --------------  --------------     ------
                                                                                               (696,982)       (803,050)      0.0

           Currency Put         24,000,000   German Deutschemark/Italian Lira,
           Options Written                     expiring July 1995 at DM/LIT 1158               (224,460)        (39,912)      0.0
                                95,000,000   German Deutschemark/Italian Lira,
                                               expiring September 1995 at DM/LIT 1251          (829,365)       (789,925)     (0.1)
                                                                                         --------------  --------------     ------
                                                                                             (1,053,825)       (829,837)     (0.1)

                                             Total Options Written                           (1,750,807)     (1,632,887)     (0.1)


           Total Investments, Net of Options Written                                     $1,620,293,542   1,593,340,321      96.9
                                                                                         ==============
           Variation Margin on Financial Contracts++++                                                          611,360       0.0

           Short Sales (Proceeds--$6,461,136)***                                                             (6,804,286)     (0.4)

           Unrealized Appreciation on Forward Foreign Exchange Contracts++++++                                1,981,651       0.1
<PAGE>
           Other Assets Less Liabilities                                                                     54,896,711       3.4
                                                                                                         --------------     ------
           Net Assets                                                                                    $1,644,025,757     100.0%
                                                                                                         ==============     ======




<FN>
     *Represents a zero coupon or step bond; the interest rate shown is the
      effective yield at the time of purchase.
    **Commercial Paper and certain US Government & Agency Obligations
      are traded on a discount basis; the interest rates shown are the discount
      rates paid at the time of purchase by the Fund.
   ***Covered Short Sales entered into as of June 30, 1995 are as follows:

<CAPTION>
                                                                          Value
      Shares                        Issue                               (Note 1i)
       <C>     <S>                                                    <C>
       27,800  AMR Corp.                                              $(2,071,100)
       48,570  Allied Waste Industries, Inc.                             (346,061)
       33,000  Coeur d'Alene Mines Corp.                                 (573,375)
       25,000  Delta Air Lines Inc.                                    (1,837,500)
       71,600  Interface, Inc.                                           (895,000)
       26,200  Pharmaceutical Marketing Services, Inc.                   (242,350)
        4,000  UAL Corp.                                                 (560,500)
       38,400  Zenith Electronics Corp.                                  (278,400)
          
      Total (Proceeds--$6,461,136)                                    $(6,804,286)
                                                                      ===========

<FN>
    ++Restricted securities as to resale. The value of the Fund's investment in
      restricted securities was approximately $46,300,000, representing 2.8%
      of net assets.


<CAPTION>
                                            Acquisition                      Value
      Issue                                    Date             Cost      (Note 1a)
      <S>                                    <C>           <C>          <C>
      Allied Waste Industries, Inc.,
        $90 Conv. Pfd.                        9/23/1993    $ 3,520,401  $ 5,297,600
      Banco Safra, 9.75% due 6/19/1997        6/08/1995      3,000,000    2,984,730
      Cemex, S.A., 4.25% due 11/01/1997       9/28/1994      1,000,000      750,000
      Compania Brasileira de Projetos e
        Obras, 12.50% due 12/22/1997         12/14/1994      4,975,000    4,825,000
      Engle Homes, Inc., 7% due 3/01/2003     6/29/1994-
                                              7/08/1994        885,380      860,000
      Midland Cogeneration Venture Limited
        Partnership, 10.33% due 7/23/2002     7/13/1994      8,889,155    9,305,576
<PAGE>
      Pharmaceutical Marketing Services,
        Inc., 6.25% due 2/01/2003            10/02/1994        536,700      483,000
      Republic of Trinidad and Tobago, 9.75%
        due 11/03/2000                       10/15/1994      3,991,600    3,950,000
      San Miguel Corp., 9% due 4/27/2000      9/26/1994-
                                              9/30/1994      2,981,000    3,075,000
      Telecom Argentina Stet--France Telecom
        S.A., 8.375% due 10/18/2000          10/04/1994      5,799,375    5,785,000
      Transportadora de Gas del Sur, 7.75%
        due 12/23/1998                        1/28/1994      3,542,500    3,520,000
      United Banco Brazil, 10.25%
        due 6/12/1997                         5/24/1995-     4,987,500    4,980,800
                                              5/25/1995
      Zenith Electronics Corp., 8.50%
        due 11/19/2000                       10/26/1994        505,750      483,750

      Total                                                $44,614,361  $46,300,456
                                                           ===========  ===========



 
  ++++Financial futures contracts sold as of June 30, 1995 were as follows:

<CAPTION>
      Number of                                           Expiration         Value
      Contracts         Issue             Exchange           Date          (Note 1c)
        <C>          <S>                   <S>         <S>              <C>
        225          Australian
                     Government
                     Bond                   SFE        September 1995   $(18,811,332)
        377          Italian BPT           LIFFE       September 1995    (45,170,868)

      Total Futures Contracts Sold
      (Total Contract Price--$65,741,590)                               $(63,982,200)
                                                                        ============

      The market value of pledged securities is $3,662,608.

                  
++++++Forward foreign exchange contracts as of June 30, 1995 are as follows:

<CAPTION>
                                                                        Unrealized
                                                                       Appreciation
                                               Expiration             (Depreciation)
                                                  Date                   (Note 1c)
<PAGE>
      Foreign Currency Purchased
      <S>  <C>                                 <S>                      <C>
      A$       35,713,500                       July 1995               $  (236,352)
      DM      308,375,023                       July 1995                 3,754,170
      DM       18,885,354                      August 1995                   96,300
      Lit  37,437,120,000                       July 1995                     9,783

      Total (US$ Commitment--$281,311,512)                              $ 3,623,901
                                                                        -----------

      Foreign Currency Sold
      <S>  <C>                                 <S>                      <C>
      A$       86,029,950                       July 1995               $   743,987
      Dkr      41,226,000                       July 1995                   (65,184)
      DM      156,439,886                       July 1995                (1,478,649)
      Esp  12,803,119,444                       July 1995                  (271,474)
      Lit  75,251,233,751                       July 1995                  (567,469)
      Sek      98,964,920                      August 1995                   (3,461)

      Total (US$ Commitment--$345,214,552)                              $(1,642,250)
                                                                        -----------

      Total Unrealized Appreciation on Forward
      Foreign Exchange Contracts--Net                                   $ 1,981,651
                                                                        ===========



   (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)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.
   (d)Each share of Series B stock contains a right which entitles the holder
      to purchase a predetermined number of shares of Preferred Stock.
   (e)Non-income producing security.
   (f)Securities held as collateral in connection with open financial
      futures contracts.

      See Notes to Financial Statements.
</TABLE>



<PAGE>
<TABLE>
STATEMENT OF ASSETS AND LIABILITIES
<CAPTION>
              As of June 30, 1995
<S>           <S>                                                                                   <C>             <C>
Assets:       Investments, at value (identified cost--$1,621,626,768) (Note 1a)                                     $1,594,605,494
              Options purchased, at value (cost--$417,581) (Notes 1a & 1c)                                                 367,714
              Cash                                                                                                       2,940,258
              Foreign cash (Note 1d)                                                                                     1,575,336
              Unrealized appreciation on forward foreign exchange contracts (Note 1c)                                    1,981,651
              Receivables:
                Interest                                                                            $ 46,720,120
                Securities sold                                                                       29,493,394
                Short sales (Note 1i)                                                                  6,461,136
                Options written (Note 1a & 1c)                                                         1,333,153
                Capital shares sold                                                                      656,702
                Variation margin (Note 1c)                                                               611,360
                Dividends                                                                                101,706        85,377,571
                                                                                                    ------------
              Prepaid registration fees and other assets (Note 1g)                                                         114,536
                                                                                                                    --------------
              Total assets                                                                                           1,686,962,560
                                                                                                                    --------------


Liabilities:  Common stocks sold short, at market value (proceeds--$6,461,136) (Note 1i)                                 6,804,286
              Options written, at value (cost--$1,750,807) (Notes 1a & 1c)                                               1,632,887
              Payables:
                Securities purchased                                                                  25,673,034
                Capital shares redeemed                                                                2,974,050
                Dividends to shareholders (Note 1h)                                                    2,118,653
                Options purchased (Note 1a & 1c)                                                       1,257,020
                Distributor (Note 2)                                                                     899,022
                Investment adviser (Note 2)                                                              872,594
                Forward foreign exchange contracts (Note 1c)                                             257,079        34,051,452
                                                                                                    ------------
              Accrued expenses and other liabilities                                                                       448,178
                                                                                                                    --------------
              Total liabilities                                                                                         42,936,803
                                                                                                                    --------------


Net Assets:   Net assets                                                                                            $1,644,025,757
                                                                                                                    ==============


Net Assets    Class A Shares of Common Stock, $0.10 par value, 1,000,000,000 shares authorized                      $    3,401,252
Consist of:   Class B Shares of Common Stock, $0.10 par value, 1,000,000,000 shares authorized                          15,948,817
              Class C Shares of Common Stock, $0.10 par value, 1,000,000,000 shares authorized                              48,624
              Class D Shares of Common Stock, $0.10 par value, 1,000,000,000 shares authorized                              31,423
              Paid-in capital in excess of par                                                                       1,767,063,505
              Accumulated realized capital losses on investments and foreign currency transactions--
              net (Note 6)                                                                                            (119,507,790)
              Unrealized depreciation on investments and foreign currency transactions--net                            (22,960,074)
                                                                                                                    --------------
              Net assets                                                                                            $1,644,025,757
                                                                                                                    ==============

<PAGE>
Net Asset     Class A--Based on net assets of $287,944,795 and 34,012,520 shares outstanding                        $         8.47
Value:                                                                                                              ==============
              Class B--Based on net assets of $1,349,309,411 and 159,488,173 shares outstanding                     $         8.46
                                                                                                                    ==============
              Class C--Based on net assets of $4,111,243 and 486,238 shares outstanding                             $         8.46
                                                                                                                    ==============
              Class D--Based on net assets of $2,660,308 and 314,229 shares outstanding                             $         8.47
                                                                                                                    ==============



             See Notes to Financial Statements.
</TABLE>



<TABLE>
STATEMENT OF OPERATIONS
<CAPTION>
             For the Six Months Ended June 30, 1995
<S>           <S>                                                                                   <C>              <C>
Investment   Interest and discount earned (net of $985,590 withholding tax)                                          $  79,306,670
Income       Dividends                                                                                                     829,241
(Notes 1e &                                                                                                          -------------
1f):         Total income                                                                                               80,135,911
                                                                                                                     -------------


Expenses:    Account maintenance and distribution fees--Class B (Note 2)                            $  5,223,628
             Investment advisory fees (Note 2)                                                         5,071,312
             Transfer agent fees--Class B (Note 2)                                                       874,363
             Custodian fees                                                                              300,058
             Printing and shareholder reports                                                            176,504
             Transfer agent fees--Class A (Note 2)                                                       154,898
             Accounting services (Note 2)                                                                 88,252
             Professional fees                                                                            70,602
             Registration fees (Note 1g)                                                                  52,951
             Directors' fees and expenses                                                                 17,651
             Short sale of dividends (Note 1i)                                                            13,052
             Account maintenance and distribution fees--Class C (Note 2)                                  10,475
             Pricing fees                                                                                  5,295
             Account maintenance fees--Class D (Note 2)                                                    2,391
             Transfer agent fees--Class C (Note 2)                                                         2,269
             Transfer agent fees--Class D (Note 2)                                                         1,021
             Other                                                                                        21,181
                                                                                                    ------------
             Total expenses                                                                                             12,085,903
                                                                                                                     -------------
             Investment income--net                                                                                     68,050,008
                                                                                                                     -------------

<PAGE>
Realized &   Realized loss from:
Unrealized     Investments--net                                                                      (29,273,579)
Gain (Loss)    Foreign currency transactions--net                                                    (26,405,856)      (55,679,435)
on Invest-                                                                                          ------------
ments &      Change in unrealized depreciation on:
Foreign        Investments--net                                                                      101,832,488
Currency       Foreign currency transactions--net                                                      7,793,605       109,626,093
Trans-                                                                                              ------------     -------------
actions--Net Net realized and unrealized gain on investments and foreign currency transactions                          53,946,658
(Notes 1c,                                                                                                           -------------
1d, 1f & 3): Net Increase in Net Assets Resulting from Operations                                                    $ 121,996,666
                                                                                                                     =============


             See Notes to Financial Statements.
</TABLE>



<TABLE>
STATEMENTS OF CHANGES IN NET ASSETS
<CAPTION>
                                                                                                   For the Six         For the
                                                                                                   Months Ended       Year Ended
              Increase (Decrease) in Net Assets:                                                  June 30, 1995      Dec. 31, 1994
<S>           <S>                                                                                 <C>               <C>        
Operations:   Investment income--net                                                              $   68,050,008    $  167,081,662
              Realized loss on investments and foreign currency transactions--net                    (55,679,435)     (107,581,837)
              Change in unrealized depreciation on investments and foreign currency
              transactions--net                                                                      109,626,093      (173,922,162)
                                                                                                  --------------    --------------
              Net increase (decrease) in net assets resulting from operations                        121,996,666      (114,422,337)
                                                                                                  --------------    --------------


Dividends &   Investment income--net:
Distributions   Class A                                                                              (12,723,894)      (19,926,079)
to Share-       Class B                                                                              (55,142,854)      (84,931,858)
holders         Class C                                                                                 (102,547)           (4,853)
(Note 1h):      Class D                                                                                  (80,713)           (6,907)
              Return of capital:
                Class A                                                                                       --       (11,820,707)
                Class B                                                                                       --       (50,383,950)
                Class C                                                                                       --            (2,879)
                Class D                                                                                       --            (4,097)
                                                                                                  --------------    --------------
              Net decrease in net assets resulting from dividends and 
              distributions to shareholders                                                          (68,050,008)     (167,081,330)
                                                                                                  --------------    --------------
<PAGE>
Capital Share Net decrease in net assets derived from capital share transactions                    (214,223,235)     (487,938,280)
Transactions                                                                                      --------------    --------------
(Note 4):


Net Assets:   Total decrease in net assets                                                          (160,276,577)     (769,441,947)
              Beginning of period                                                                  1,804,302,334     2,573,744,281
                                                                                                  --------------    --------------
              End of period                                                                       $1,644,025,757    $1,804,302,334
                                                                                                  ==============    ==============



              See Notes to Financial Statements.
</TABLE>


<TABLE>
FINANCIAL HIGHLIGHTS
<CAPTION>
                                                                                          Class A
              The following per share data and ratios      For the Six                          For the Four
              have been derived from information             Months                                Months
              provided in the financial statements.          Ended       For the Year Ended        Ended       For the Year Ended
                                                            June 30,        December 31,          Dec. 31,         August 31,
              Increase (Decrease) in Net Asset Value:         1995        1994++++     1993         1992        1992        1991
<S>           <S>                                          <C>          <C>         <C>          <C>          <C>         <C>
Per Share     Net asset value, beginning of period         $   8.20     $   9.28    $   8.85     $   9.34     $   9.07    $   9.48
Operating                                                  --------     --------    --------     --------     --------    --------
Performance:  Investment income--net                            .35          .72         .75          .29          .99        1.12
              Realized and unrealized gain (loss) on
                investments and foreign currency
                transactions--net                               .27        (1.09)        .46         (.41)         .40        (.16)
                                                           --------     --------    --------     --------     --------    --------
              Total from investment operations                  .62         (.37)       1.21         (.12)        1.39         .96
                                                           --------     --------    --------     --------     --------    --------
              Less dividends and distributions:
                Investment income--net                         (.35)        (.45)       (.58)        (.35)       (1.12)      (1.37)
                Realized gain on investments--net                --           --        (.03)        (.02)          --          --
                Return of capital--net                           --         (.26)       (.17)          --           --          --
                                                           --------     --------    --------     --------     --------    --------
              Total dividends and distributions                (.35)        (.71)       (.78)        (.37)       (1.12)      (1.37)
                                                           --------     --------    --------     --------     --------    --------
              Net asset value, end of period               $   8.47     $   8.20    $   9.28     $   8.85     $   9.34    $   9.07
                                                           ========     ========    ========     ========     ========    ========

<PAGE>
Total         Based on net asset value per share              7.80%+++    (4.05%)     14.12%       (1.26%)+++   16.09%      11.50%
Investment                                                 ========     ========    ========     ========     ========    ========
Return:**


Ratios to     Expenses                                         .79%*        .77%        .78%         .76%*        .88%        .85%
Average                                                    ========     ========    ========     ========     ========    ========
Net Assets:   Investment income--net                          8.69%*       8.17%       8.22%        8.09%*      11.16%      12.38%
                                                           ========     ========    ========     ========     ========    ========


Supplemental  Net assets, end of period (in thousands)     $287,945     $311,181    $467,625     $455,672     $526,631    $292,709
Data:                                                      ========     ========    ========     ========     ========    ========
              Portfolio turnover                             50.21%      115.95%     182.88%       68.42%       76.18%      63.83%
                                                           ========     ========    ========     ========     ========    ========



<CAPTION>
                                                                                          Class B
              The following per share data and ratios            For the Six                          For the Four      For the
              have been derived from information                    Months                                Months        Period
              provided in the financial statements.                 Ended        For the Year Ended       Ended     Nov. 18, 1991++
                                                                   June 30,          December 31,        Dec. 31,      to Aug. 31,
              Increase (Decrease) in Net Asset Value:                1995         1994++++      1993       1992           1992      
<S>           <S>                                                <C>           <C>           <C>          <C>          <C>         

Per Share     Net asset value, beginning of period                $     8.19    $     9.28    $     8.85  $     9.33   $     9.26
Operating                                                         ----------    ----------    ----------  ----------   ----------
Performance:  Investment income--net                                     .32           .65           .70         .27          .77
              Realized and unrealized gain (loss) on investments
                and foreign currency transactions--net                   .27         (1.10)          .44        (.40)          --
                                                                  ----------    ----------    ----------  ----------   ----------
              Total from investment operations                           .59          (.45)         1.14        (.13)         .77
                                                                  ----------    ----------    ----------  ----------   ----------
              Less dividends and distributions:
                Investment income--net                                  (.32)         (.40)         (.53)       (.33)        (.70)
                Realized gain on investments--net                         --            --          (.03)       (.02)          --
                Return of capital--net                                    --          (.24)         (.15)         --           --
                                                                  ----------    ----------    ----------  ----------   ----------
              Total dividends and distributions                         (.32)         (.64)         (.71)       (.35)        (.70)
                                                                  ----------    ----------    ----------  ----------   ----------
              Net asset value, end of period                      $     8.46    $     8.19    $     9.28  $     8.85   $     9.33
                                                                  ==========    ==========    ==========  ==========   ==========

<PAGE>
Total         Based on net asset value per share                       7.41%+++     (4.90%)       13.27%      (1.42%)+++    8.61%+++
Investment                                                        ==========    ==========    ==========  ==========   ==========
Return:**


Ratios to     Expenses, excluding account maintenance and
Average       distribution fees                                         .81%*         .79%          .80%        .78%*        .88%*
Net Assets:                                                       ==========    ==========    ==========  ==========   ==========
              Expenses                                                 1.56%*        1.54%         1.55%       1.53%*       1.63%*
                                                                  ==========    ==========    ==========  ==========   ==========
              Investment income--net                                   7.92%*        7.41%         7.42%       7.08%*       8.02%*
                                                                  ==========    ==========    ==========  ==========   ==========


Supplemental  Net assets, end of period (in thousands)            $1,349,310    $1,490,507    $2,106,120  $1,582,270   $1,514,406
Data:                                                             ==========    ==========    ==========  ==========   ==========
              Portfolio turnover                                      50.21%       115.95%       182.88%      68.42%       76.18%
                                                                  ==========    ==========    ==========  ==========   ==========


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


              See Notes to Financial Statements.
</TABLE>



<TABLE>
FINANCIAL HIGHLIGHTS (concluded)
<CAPTION>
                                                                               Class C                         Class D
                                                                                        For the                        For the
              The following per share data and ratios                  For the          Period          For the        Period
              have been derived from information                      Six Months        Oct. 21,       Six Months      Oct. 21,
              provided in the financial statements.                     Ended          1994++ to         Ended        1994++ to
                                                                       June 30,         Dec. 31,        June 30,       Dec. 31,
              Increase (Decrease) in Net Asset Value:                    1995           1994++++         1995          1994++++
<S>           <S>                                                     <C>               <C>             <C>            <C>
Per Share     Net asset value, beginning of period                    $   8.19          $   8.42        $   8.20       $   8.43
Operating                                                             --------          --------        --------       --------
Performance:  Investment income--net                                       .31               .10             .34            .11
                Realized and unrealized gain (loss) on investments
<PAGE>          and foreign currency transactions--net                     .27              (.20)            .27           (.20)
                                                                      --------          --------        --------       --------
              Total from investment operations                             .58              (.10)            .61           (.09)
                                                                      --------          --------        --------       --------
              Less dividends:
                Investment income--net                                    (.31)             (.08)           (.34)          (.09)
                Return of capital--net                                      --              (.05)             --           (.05)
                                                                      --------          --------        --------       --------
                Total dividends                                           (.31)             (.13)           (.34)          (.14)
                                                                      --------          --------        --------       --------
              Net asset value, end of period                          $   8.46          $   8.19        $   8.47       $   8.20
                                                                      ========          ========        ========       ========


Total         Based on net asset value per share                         7.36%+++         (1.20%)+++       7.67%+++      (1.09%)+++
Investment                                                            ========          ========        ========       ========
Return:**


Ratios to     Expenses, excluding account maintenance and
Average         distribution fees                                         .86%*             .84%*           .79%*          .79%*
Net Assets:                                                           ========          ========        ========       ========
              Expenses                                                   1.66%*            1.64%*          1.04%*         1.04%*
                                                                      ========          ========        ========       ========
              Investment income--net                                     7.83%*            8.00%*          8.44%*         8.60%*
                                                                      ========          ========        ========       ========


Supplemental  Net assets, end of period (in thousands)                $  4,111          $  1,204        $  2,660       $  1,410
Data:                                                                 ========          ========        ========       ========
              Portfolio turnover                                        50.21%           115.95%          50.21%        115.95%
                                                                      ========          ========        ========       ========


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


              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. These unaudited
financial statements reflect all adjustments which are, in the opinion
of management, necessary to a fair statement of the results for the
interim period presented. All such adjustments are of a normal
recurring nature. The Fund offers four classes of shares under
the Merrill Lynch Select Pricing SM System. Shares of Class A and
Class D are sold with a front-end sales charge. Shares of Class B
and Class C may be subject to a contingent deferred sales charge.
All classes of shares have identical voting, dividend, liquidation
and other rights and the same terms and conditions, except that
Class B, Class C and Class D Shares bear certain expenses related to
the account maintenance of such shares, and Class B and Class C
Shares also bear certain expenses related to the distribution of such
shares. Each class has exclusive voting rights with respect to
matters relating to its account maintenance and distribution
expenditures. The following is a summary of significant accounting
policies followed by the Fund.

(a) Valuation of investments--Portfolio securities which are traded
on stock exchanges are valued at the last sale price on the exchange
on which such securities are traded, as of the close of business on
the day the securities are being valued or, lacking any sales, at the
last available bid price. Securities traded in the over-the-counter
market are valued at the last available bid price prior to the time
of valuation. In cases where securities are traded on more than one
exchange, the securities are valued on the exchange designated by
or under the authority of the Board of Directors as the primary
market. Securities which are traded both in the over-the-counter
market and on a stock exchange are valued according to the
broadest and most representative market. Options written are
valued at the last sale price in the case of exchange-traded options
or, in the case of options traded in the over-the-counter market, the
last asked price. Options purchased are valued at the last sale price
in the case of exchange-traded options or, in the case of options
traded in the over-the-counter market, the last bid price. Short-term
securities are valued at amortized cost, which approximates market
value. Other investments, including futures contracts and related
options, are stated at market value. Securities and assets for which
market quotations are not available are valued at fair value as
determined in good faith by or under the direction of the Fund's
Board of Directors.
<PAGE>
(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) Derivative financial instruments--The Fund may engage in
various portfolio strategies to seek to increase its return by hedging
its portfolio against adverse movements in the equity, debt and
currency markets. Losses may arise due to changes in the value of the
contract or if the counterparty does not perform under the contract.

* Financial futures contracts--The Fund may purchase or sell
interest rate futures contracts and options on such futures contracts
for the purpose of hedging the market risk on existing securities or
the intended purchase of securities. Futures contracts are contracts
for delayed delivery of securities at a specific future date and at a
specific price or yield. Upon entering into a contract, the Fund
deposits and maintains as collateral such initial margin as required
by the exchange on which the transaction is effected. Pursuant to
the contract, the Fund agrees to receive from or pay to the broker
an amount of cash equal to the daily fluctuation in value of the
contract. Such receipts or payments are known as variation margin
and are recorded by the Fund as unrealized gains or losses. When
the contract is closed, the Fund records a realized gain or loss
equal to the difference between the value of the contract at the
time it was opened and the value at the time it was closed.

* Foreign currency options and futures--The Fund may also purchase
or sell listed or over-the-counter foreign currency options, foreign
currency futures and related options on foreign currency futures as a
short or long hedge against possible variations in foreign exchange
rates. Such transactions may be effected with respect to hedges on
non-US dollar denominated securities owned by the Fund, sold by
the Fund but not yet delivered, or committed or anticipated to be
purchased by the Fund.


NOTES TO FINANCIAL STATEMENTS (continued)


* Forward foreign exchange contracts--The Fund is authorized to
enter into forward foreign exchange contracts as a hedge against
either specific transactions or portfolio positions. Such contracts
are not entered on the Fund's records. However, the effect on oper-
ations is recorded from the date the Fund enters into such contracts.
Premium or discount is amortized over the life of the contracts.
<PAGE>
* Options--The Fund is authorized to 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 equivalent liability. The amount of the liability is
subsequently marked to market to reflect the current market value
of the option written. When a security is purchased or sold through
an exercise of an option, the related premium paid (or received) is
added to (or deducted from) the basis of the security acquired or
deducted from (or added to) the proceeds of the security sold. When
an option expires (or the Fund enters into a closing transaction),
the Fund realizes a gain or loss on the option to the extent of the
premiums received or paid (or gain or loss to the extent the cost
of the closing transaction exceeds the premium paid or received.

Written and purchased options are non-income producing investments.

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

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

(f) Security transactions and investment income--Security 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) Prepaid registration fees--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. A portion of the net investment income paid by
the Fund during the fiscal year ended December 31, 1994 is
characterized as a return of capital.
<PAGE>
(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.

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

FAM 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 rates, 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 Fund's 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 FAM during any
fiscal year which will cause such expenses to exceed the most
restrictive expense limitation at the time of such payment.

Pursuant to the distribution plans ("the Distribution Plans") adopted
by the Fund in accordance with Rule 12b-1 under the Investment
Company Act of 1940, the Fund pays the Distributor ongoing account
maintenance and distribution fees. The fees are accrued daily and
paid monthly at annual rates based upon the average daily net
assets of the shares as follows:


              Account Maintenance Fee      Distribution Fee

Class B                0.25%                    0.50%
Class C                0.25%                    0.55%
Class D                0.25%                      --

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

For the six months ended June 30, 1995, MLFD earned underwriting
discounts and MLPF&S earned dealer concessions on sales of the
Fund's Class A and Class D Shares as follows:

                      MLFD                    MLPF&S

Class A              $1,969                   $21,767
Class D              $1,592                   $15,504

MLPF&S received contingent deferred sales charges of $2,485,458
relating to transactions in Class B Shares, $105 relating to
transactions in Class C Shares and $36,260 in commissions on the
execution of portfolio security transactions for the Fund for the
six months ended June 30, 1995.

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

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

Certain officers and/or directors of the Fund are officers and/or
directors of MLPF&S, MLFD, FAM, PSI, MLFDS, and/or ML & Co.

3. Investments:
Purchases and sales of investments, excluding short-term securities,
for the six months ended June 30, 1995 were $769,897,489 and
$1,070,617,459, respectively.

Net realized and unrealized gains (losses) as of June 30, 1995
were as follows:

                                       Realized           Unrealized
                                        Gains               Gains
                                       (Losses)            (Losses)
Investments:
  Long-term                       $  (25,838,160)       $ (27,021,869)
  Short-term                                  --                  595
  Short sales                          3,264,360             (343,150)
  Financial futures contracts         (6,699,779)           1,759,390
                                  --------------        -------------
Total investments                    (29,273,579)         (25,605,034)
                                  --------------        -------------
<PAGE>
Currency transactions:
  Options purchased                   (2,254,566)             (49,867)
  Options written                        133,036              117,920
  Foreign currency transactions        3,819,885              595,256
  Forward foreign exchange 
  contracts                          (28,104,211)           1,981,651
                                  --------------        -------------
Total currency transactions          (26,405,856)           2,644,960
                                  --------------        -------------
Total                             $  (55,679,435)       $ (22,960,074)
                                  ==============        =============


Transactions in call options written for the six months ended
June 30, 1995 were as follows:


                                    Nominal Value
                                     Covered by            Premiums
Call Options Written              Written Options          Received

Outstanding call options written,
beginning of year                 $  206,195,000        $     611,894
Options written                      265,439,330            1,244,951
Options closed                      (100,195,000)            (435,894)
Options expired                     (241,000,000)            (723,969)
                                  --------------        -------------
Outstanding call options written,
end of period                     $  130,439,330        $     696,982
                                  ==============        =============


Transactions in put options written for the six months ended
June 30, 1995 were as follows:


                                   Nominal Value
                                    Covered by             Premiums
Put Options Written               Written Options          Received

Outstanding put options written,
beginning of year                             --                   --
Options written                   $  214,000,000        $   1,754,388
Options closed                       (95,000,000)            (700,563)
                                  --------------        -------------
Outstanding put options written,
end of period                     $  119,000,000        $   1,053,825
                                  ==============        =============

<PAGE>
NOTES TO FINANCIAL STATEMENTS (concluded)


As of June 30, 1995, net unrealized depreciation for Federal income
tax purposes aggregated $27,021,274, of which $30,370,038 related
to appreciated securities and $57,391,312 related to depreciated
securities. The aggregate cost of investments at June 30, 1995 for
Federal income tax purposes was $1,621,626,768.

4. Capital Share Transactions:
Net decrease in net assets derived from capital share transactions
was $(214,223,235) and $(487,938,280) for the six months ended
June 30, 1995 and the year ended December 31, 1994.

Transactions in shares of capital for each class were as follows:


Class A Shares for the Six Months                           Dollar
Ended June 30, 1995                   Shares                Amount

Shares sold                            1,234,116        $  10,369,645
Shares issued to shareholders in
reinvestment of dividends                455,283            3,781,063
                                    ------------        -------------
Total issued                           1,689,399           14,150,708
Shares redeemed                       (5,638,300)         (46,718,745)
                                    ------------        -------------
Net decrease                          (3,948,901)       $ (32,568,037)
                                    ============        =============


Class A Shares for the
Year Ended                                                  Dollar
December 31, 1994                     Shares                Amount

Shares sold                            2,498,395        $  22,105,372
Shares issued to shareholders in
reinvestment of dividends &
distributions                          1,047,864            9,035,061
                                    ------------        -------------
Total issued                           3,546,259           31,140,433
Shares redeemed                      (15,962,356)        (138,247,016)
                                    ------------        -------------
Net decrease                         (12,416,097)       $(107,106,583)
                                    ============        =============

<PAGE>
Class B Shares for the Six Months                           Dollar
Ended June 30, 1995                   Shares                Amount

Shares sold                            4,273,777        $  35,479,276
Shares issued to shareholders in
reinvestment of dividends              2,882,575           23,916,833
                                    ------------        -------------
Total issued                           7,156,352           59,396,109
Automatic conversion of shares            (5,982)             (49,553)
Shares redeemed                      (29,611,298)        (245,001,674)
                                    ------------        -------------
Net decrease                         (22,460,928)       $(185,655,118)
                                    ============        =============


Class B Shares for the
Year Ended                                                  Dollar
December 31, 1994                     Shares                Amount

Shares sold                           22,383,630        $ 198,076,750
Shares issued to shareholders in
reinvestment of dividends &
distributions                          7,257,720           62,563,579
                                    ------------        -------------
Total issued                          29,641,350          260,640,329
Automatic conversion of shares           (10,524)             (87,484)
Shares redeemed                      (74,723,963)        (644,026,143)
                                    ------------        -------------
Net decrease                         (45,093,137)       $(383,473,298)
                                    ============        =============


Class C Shares for the Six Months                           Dollar
Ended June 30, 1995                   Shares                Amount

Shares sold                              392,300        $   3,257,479
Shares issued to shareholders in
reinvestment of dividends                  8,482               70,593
                                    ------------        -------------
Total issued                             400,782            3,328,072
Shares redeemed                          (61,665)            (516,541)
                                    ------------        -------------
Net increase                             339,117        $   2,811,531
                                    ============        =============

<PAGE>
Class C Shares for the Period
October 21, 1994++ to                                       Dollar
December 31, 1994                     Shares                Amount

Shares sold                              149,131        $   1,233,348
Shares issued to shareholders in
reinvestment of dividends &
distributions                                710                5,824
                                    ------------        -------------
Total issued                             149,841            1,239,172
Shares redeemed                           (2,720)             (22,392)
                                    ------------        -------------
Net increase                             147,121        $   1,216,780
                                    ============        =============

[FN]
++Commencement of Operations.


Class D Shares for the Six Months                           Dollar
Ended June 30, 1995                   Shares                Amount

Shares sold                              213,674        $   1,779,277
Shares issued to shareholders in
reinvestment of dividends                  6,072               50,547
Automatic conversion of shares             5,980               49,553
                                    ------------        -------------
Total issued                             225,726            1,879,377
Shares redeemed                          (83,449)            (690,988)
                                    ------------        -------------
Net increase                             142,277        $   1,188,389
                                    ============        =============


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

Shares sold                              177,383        $   1,470,555
Shares issued to shareholders in
reinvestment of dividends &
distributions                                827                6,792
Automatic conversion of shares            10,511               87,484
                                    ------------        -------------
Total issued                             188,721            1,564,831
Shares redeemed                          (16,769)            (140,010)
                                    ------------        -------------
Net increase                             171,952        $   1,424,821
                                    ============        =============

[FN]
++Commencement of Operations.
<PAGE>

5. Commitments:

At June 30, 1995, the Fund entered into foreign exchange contracts
under which it had agreed to buy and sell various foreign currencies
with values of approximately $27,588,000 and $28,113,000,
respectively.

6. Capital Loss Carryforward:
At December 31, 1994, the Fund had a net capital loss carryforward
of approximately $53,153,000, all of which expires in 2002.
This amount will be available to offset like amounts of any future
taxable gains.




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