MERRILL LYNCH WORLD INCOME FUND INC
N-30D, 1995-02-24
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MERRILL LYNCH
WORLD INCOME
FUND, INC.





FUND LOGO





Annual Report

December 31, 1994






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
Kenneth S. Axelson, 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
Financial Data Services, Inc.
4800 Deer Lake Drive East
Jacksonville, Florida 32246-6484
(800) 637-3863
<PAGE>

DEAR SHAREHOLDERS

1994 was one of the most difficult
years in history for global fixed-income
markets. The tumultuous combina-
tion of unexpected synchronized
global growth, heightened inflation-
ary fears, successive interest rate
hikes by the US Federal Reserve
Board, and massive selling by hedge
funds caused global bond prices
to plummet.

While 1993 was marked by chronic
global deflationary conditions, events
during 1994 confirmed the realiza-
tion that global growth had finally
returned. Initially, economic growth
was seen only among the English-
speaking countries, such as the United
States, Canada, Australia, New
Zealand, and the United Kingdom,
followed by a resurgence of growth
in continental Europe and the begin-
nings of a recovery in Japan. In 1994,
the Uruguay round of the General
Agreement on Tariffs and Trade was
finally concluded, which created
the foundations to further enhance
global growth prospects.
<PAGE>
Global conditions during the year also
challenged the value of the US dollar.
Early in 1994, we believed the relative
shift in monetary policy between the
United States and Germany would
support the US currency as the Fed-
eral Reserve Board raised US interest
rates because of an accelerating
economy while the Bundesbank low-
ered interest rates to boost growth.
However, negative investor sentiment
regarding the pace of interest rate
hikes severely depressed the US
dollar. In addition, the threat of a
trade war with Japan conveyed the
picture of a government willing to
use a weak currency to open up
the Japanese markets. Overall, this
resulted in a 12% drop in the US
dollar versus the Deutschemark and
the yen. Not until the Federal Reserve
Board's 75 basis point (0.75%) hike
in November 1994 was US monetary
policy credibility reestablished,
thereby allowing the US dollar to
rebound late in the fourth quarter.
With nominal short-term interest
rates continuing to favor the US
dollar versus the Deutschemark and
the yen, we believe that over the near
term the US dollar will maintain its
recent strength.

In the United States, six interest rate
hikes during 1994 by the Federal
Reserve Board resulted in an increase
in the Federal Funds rate from 3% to
5.5%, which completely reversed
realized bond market gains over the
past four years. The Federal Reserve
Board remains biased to further raise
short-term interest rates to contain
building inflationary pressures,
especially as growth momentum has
yet to show signs of slowing and the
new Republican Congress may shift
fiscal policy to a slightly
stimulative stance.
<PAGE>
During 1994, European gross domestic
product (GDP) growth registered a
2.6% pace compared to expectations
of below 1% a year ago. Industrial
production surged, led by a boom in
exports to rapidly growing economies
in Asia and Latin America at a time
when inventory levels were extra-
ordinarily low following the recession
of the prior few years. In Germany,
monetary policy continued to ease as
the key 14-day repurchase agreement
rate dropped from 6% to 4.85% during
the first seven months of 1994. How-
ever, following signs that GDP was not
about to slow, the Bundesbank shifted
to a neutral stance in July. Currently,
both European bond and foreign
exchange investors appear concerned
about an imminent hike in German
interest rates. Further moderation in
inflation and money supply growth,
continuation of lackluster consumer
trends, Deutschemark strength
within Europe, and a very restrictive
fiscal stance, argue for a steady policy
from the Bundesbank through the
first half of 1995.

During 1994, emerging market fixed-
income assets suffered dramatic
setbacks in the aftermath of several
challenging domestic and interna-
tional events. For example, the social
uprising in Chiapas, Mexico, the
assassination of the favored Mexican
presidential candidate and leader of its
ruling political party, the unexpected
devaluation of the Mexican peso,
investor anxieties leading up to the
Brazilian election, and turbulent eco-
nomic and political events in Russia
and Venezuela, combined with the
US Federal Reserve Board's dramatic
tightening of monetary policy, all con-
tributed to poor performance. As a
result, the unmanaged JP Morgan
Latin American Eurobond Index
declined 13%. Although we carefully
managed the Fund's emerging market
portfolio, concentrating on strong
credit quality issuers, performance
was greatly affected by the afore-
mentioned events, and the Fund's
emerging market portfolio declined
9%. We will continue to monitor this
portion of the portfolio since we
believe the outlook for the major
Asian, Latin American and Central
European nations remains positive.
<PAGE>
Fiscal Year in Review
Merrill Lynch World Income Fund,
Inc. registered its first negative total
return for a fiscal year since its
inception in September 1988 as the
US bond market suffered its worst
year on record. In fact, all of the
Fund's primary bond markets
recorded negative rates of return.

As we entered 1994, we foresaw a
moderation in the US economy from
its rapid pace in the second half of
1993, Europe and Japan remaining
in recession until late 1994, and
inflationary pressures remaining
subdued. However, US inflationary
pressures built rapidly, although
they have not shown up in consumer
price inflation, and European growth
exploded in the second quarter. Per-
formance suffered as our high average
maturity in a rising interest rate
environment, plus our overweight
holdings in Canada and Australia,
substantially underperformed the US
market. At the same time, within
Europe only the German and Belgian
markets outperformed the US market.
In addition, the Fund's 4% exposure
to emerging markets negatively
impacted overall performance. The
major positive for the Fund was the
maintenance of an overweight
exposure to US high-yield invest-
ments, which outperformed all of
the international markets the Fund
normally invests in. Although the
US dollar declined 12% versus
the Deutschemark, we did not take
full advantage of the decline given
our view the US dollar would be
supported by its monetary policy
stance relative to Germany.
<PAGE>
In 1995, the industrialized economies
appear likely to maintain 1994's 3%
GDP growth rate through the first half
of the year, while inflation should
show a mild pickup with the greatest
risk existing in the United States and
high deficit countries in Europe. The
keys for the global bond markets in
1995 will primarily be the extent of an
expected slowing in the second half
of the year, mainly in the United
States, and the magnitude of the
upswing in global inflation. The US
dollar should remain supported over
the next six months by the relatively
firm monetary policy stance in the
United States, but may come under
pressure later as the recovery matures
and the Bundesbank moves closer to
raising interest rates.

High-Yield Market
The year was a difficult one for most
investors as interest rates soared in
the face of stronger-than-expected
economic growth and heightened
inflationary expectations. Common
stock and bond indexes generally
posted negative returns, and fixed-
income returns were the worst for
any calendar year in the past 50 years.
Corporate profits in many industries
and companies exceeded and pro-
vided some countervailing positives
for certain asset categories. The high-
yield market was helped by the surge
in profits which positively impacted
cyclical industries such as steel,
chemicals, and paper. The total return
on the Merrill Lynch High Yield Master
Index was -1.17% compared with
+8.97% on 10-year Treasury notes.
<PAGE>
While we believe it likely that the
Federal Reserve Board will achieve
its objective of slowing the economy
to a non-inflationary growth rate
during the first half of 1995, a reces-
sion should be avoided. Certainly, the
interest rate environment should be
more benign in 1995. In this scenario,
high-yield bonds should perform
relatively well. This credit outlook
remains generally positive. Corporate
profits should increase in 1995,
particularly in certain cyclical indus-
tries like paper which only began
the recovery cycle last year. Initial
public offerings of equity should also
continue to provide credit support.
In first quarter 1995, three high-yield
issuers, Fort Howard Corp., American
Standard, and Uniroyal Chemical Co.
have equity issuance planned. We
believe that defaults and credit
problems will rise in 1995 but be
moderate by historic standards.
Currently, yield spreads and premiums
of high-yield bonds, when compared
with US Treasury notes of similar
maturity, are narrower than the
longer-term averages.  However,
the long-term averages are biased
by the late 1980s and early 1990s
when the supply and quality of
high-yield debt was impacted by
leveraged buyout activity. The yield
premiums are attractive compared to
the first half of the decade, a period
that we believe resembles 1995.

A number of high-yield market sectors
that outperformed last year should
continue to be leaders in 1995. For
example, paper, chemical, and steel
companies experienced exceptional
demand and strong product price
improvement in 1995, and we expect
this trend to continue. Atlantic City
casinos performed poorly last year
because of concerns about legal-
ization of gaming in Pennsylvania.
Since the elections seem to have
diminished this threat, this area may
recover. Deferred interest bonds also
performed poorly last year. In a better
market these securities have excel-
lent recovery potential especially
since the issuers of deferred coupon
issues include many wireless com-
munications and entertainment
companies which have an excellent
operating outlook.
<PAGE>
As these examples indicate, there are
currently many sectors of the high-
yield market that are out of favor and
offer bonds at large discounts to par
value. This environment will provide
an opportunity and a challenge
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 upcoming
quarterly report to shareholders.

Sincerely,

(Arthur Zeikel)
Arthur Zeikel
President

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

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


February 3, 1995


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 maintenance fees.
 Class A Shares are available only to eligible investors.
<PAGE>
*Class B Shares are subject to a maximum contingent deferred
 sales charge of 4% if redeemed during the first year, decreasing
 1% each year thereafter to 0% after the fourth year. In addition,
 Class B Shares are subject to a distribution fee of 0.50% and an
 account maintenance fee of 0.25%. These shares automatically
 convert to Class D Shares after 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 "Total Return Based on a $10,000 Investment",
 "Performance Summary" and "Average Annual Total Return"
 tables on pages 6 and 7. "Aggregate Total Return" tables  for
 Class C and Class D Shares are also presented om page 7. Data
 for all of the Fund's shares, including Class C and Class D
 Shares, are presented in the "Recent Performance Results" table.

 The "Recent Performance Results" table below 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
 December 31, 1994 and for Class C and Class D Shares for the
 period since inception through December 31, 1994. 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>
<TABLE>
Recent
Performance
Results
<CAPTION>
                                                                                                  12 Month        3 Month
                                                       12/31/94     9/30/94++     12/31/93        % Change        % Change++
           <S>                                          <C>          <C>           <C>             <C>             <C>
           Class A Shares*                              $8.20        $8.43         $9.28           -11.64%         -2.73%
           Class B Shares*                               8.19         8.42          9.28           -11.75          -2.73
           Class C Shares*                               8.19         8.42            --               --          -2.73
           Class D Shares*                               8.20         8.43            --               --          -2.73
           Class A Shares--Total Return*                                                           - 4.05(1)       -0.52(2)
           Class B Shares--Total Return*                                                           - 4.90(3)       -0.73(4)
           Class C Shares--Total Return*                                                               --          -1.20(5)
           Class D Shares--Total Return*                                                               --          -1.09(6)
           Class A Shares--Standardized 30-day Yield     9.32%
           Class B Shares--Standardized 30-day Yield     8.94%
           Class C Shares--Standardized 30-day Yield     8.85%
           Class D Shares--Standardized 30-day Yield     9.09%

        <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 $0.711 per share ordinary 
           income dividends and return of capital distributions.
        (2)Percent change includes reinvestment of $0.197 per share ordinary 
           income dividends.
        (3)Percent change includes reinvestment of $0.645 per share ordinary 
           income dividends.
        (4)Percent change includes reinvestment of $0.180 per share ordinary 
           income dividends.
        (5)Percent change includes reinvestment of $0.129 per share ordinary 
           income dividends.
        (6)Percent change includes reinvestment of $0.139 per share ordinary 
           income dividends.
</TABLE>
<PAGE>

PERFORMANCE DATA (concluded)

Total Return Based on a $10,000 Investment

A line graph depicting the growth of an investment in the Fund's
Class A Shares compared to growth of an investment in the ML G5A0
Index and the Composite Index. Beginning and ending values are:

                                        9/29/88**          12/94

ML World Income Fund, Inc.++--
Class A Shares*                         $ 9,600            $17,195

ML G5A0 Index++++                       $10,000            $16,121

Composite Index++++++                   $10,000            $17,882


A line graph depicting the growth of an investment in the Fund's
Class B Shares compared to growth of an investment in the ML G5A0
Index and the Composite Index. Beginning and ending values are:

                                       11/18/91**          12/94

ML World Income Fund, Inc.++--
Class B Shares*                         $10,000            $11,448

ML G5A0 Index++++                       $10,000            $11,657

Composite Index++++++                   $10,000            $12,948

[FN]
     *Assuming maximum sales charge, transaction costs and other
      operating expenses, including advisory fees.
    **Commencement of Operations.
    ++ML World Income Fund, Inc. invests in a global portfolio of
      fixed-income securities denominated in various currencies,
      including multinational currency units.
  ++++This unmanaged Index is comprised of intermediate-term
      Government bonds maturing in one to ten years.
++++++This unmanaged Index, which is a blend of the First Boston
      High Yield Index and the JP Morgan Global Government Bond
      Index, is comprised of mutual funds whose objectives
      include high current income and total returns.
Past performance is not indicative of future performance.
<PAGE>


<TABLE>
Performance
Summary--
Class A Shares++
<CAPTION>
                                        Net Asset Value           Capital Gains
           Period Covered           Beginning         Ending       Distributed            Dividends Paid*      % Change**
           <C>                       <C>              <C>            <C>                     <C>                <C>
           9/29/88--12/31/88         $9.35            $9.68              --                  $0.280             + 6.53%
           1989                       9.68             9.13          $0.002                   1.159             + 6.32
           1990                       9.13             8.53              --                   1.463             + 9.46
           1991                       8.53             9.30              --                   1.106             +21.99
           1992                       9.30             8.85           0.019                   0.990             + 6.15
           1993                       8.85             9.28           0.028                   0.750             +14.12
           1994                       9.28             8.20              --                   0.711             - 4.05
                                                                     ------                  ------
                                                               Total $0.049            Total $6.459

                                                                        Cumulative total return as of 12/31/94: +79.11%**

         <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 distributions, 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**
           <C>                       <C>              <C>            <C>                     <C>                <C>
           11/18/91--12/31/91         $9.26           $9.30              --                  $0.112             + 1.64%
           1992                       9.30             8.85          $0.019                   0.919             + 5.34
           1993                       8.85             9.28           0.028                   0.681             +13.27
           1994                       9.28             8.19              --                   0.645             - 4.90
                                                                     ------                  ------
                                                               Total $0.047            Total $2.357

                                                                        Cumulative total return as of 12/31/94: +15.33%**

         <FN>
          *Figures may include short-term capital gains distributions and return of
           capital distributions, 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>


Average Annual
Total Return++

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

Class A Shares*

Year Ended 12/31/94                         -4.05%                -7.89%
Five Years Ended 12/31/94                   +9.51                 +8.61
Inception (9/29/88) through 12/31/94        +9.76                 +9.05

[FN]
++Performance results for per share net asset value of Class A Shares prior to
  November 18, 1991 are for the period when the Fund was closed-end.
 *Maximum sales charge is 4%.
**Assuming maximum sales charge.


                                           % Return             % Return
                                         Without CDSC          With CDSC**

Class B Shares*

Year Ended 12/31/94                         -4.90%                -8.41%
Inception (11/18/91) through 12/31/94       +4.68                 +4.43

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


Aggregate
Total Return

                                           % Return             % Return
                                         Without CDSC          With CDSC**

Class C Shares*

Inception (10/21/94) through 12/31/94       -1.20%                -2.18%

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

                                       % Return Without        % Return With
                                         Sales Charge          Sales Charge**
Class D Shares*

Inception (10/21/94) through 12/31/94       -1.09%                -5.04%

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



<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>           <C>                        <S>                                    <C>           <C>                 <C>
South      Foreign       US$         10,000,000     Republic of South Africa, 9.625%
Africa     Government                                 due 12/15/1999                       $   9,968,500 $    9,700,000        0.5%
           Obligations

                                                    Total Investments in Africa                9,968,500      9,700,000        0.5


LATIN AMERICA &
THE CARIBBEAN

Argentina  Energy                                   Transportadora de Gas del Sur:
                                      2,000,000       7.75% due 12/23/1998                     1,837,500      1,635,000        0.1
                                      2,000,000     ++7.75% due 12/23/1998                     2,042,500      1,652,500        0.1
                                                                                           ------------- --------------      ------
                                                                                               3,880,000      3,287,500        0.2

           Foreign       Lit      5,000,000,000     Republic of Argentina,
           Government                                 13.45% due 10/21/1997                    3,089,063      3,042,083        0.2
           Obligations

           Telecommunications   US$     500,000     Telecom Argentina Stet-France Telecom
                                                      S.A., 8.375% due 10/18/2000                460,000        401,250        0.0
                                      2,500,000   ++Telecom Argentina Stet-France
                                                      Telecom S.A., 8.375% due 10/18/2000      2,490,625      2,025,000        0.1
                                                    Telefonica de Argentina S.A.:
                                      3,000,000       8.375% due 10/01/2000                    3,033,750      2,445,000        0.1
                                     10,000,000       11.875% due 11/01/2004                   9,800,800      9,000,000        0.5
                                                                                           ------------- --------------      ------
                                                                                              15,785,175     13,871,250        0.7
<PAGE>
                                                    Total Fixed-Income Investments
                                                      in Argentina                            22,754,238     20,200,833        1.1


Brazil     Construction               5,000,000   ++Compania Brasileira de Projetos e 
                                                      Obras, 12.50% due 12/22/1997             4,975,000      4,875,000        0.3

                                                    Total Fixed-Income Investments 
                                                      in Brazil                                4,975,000      4,875,000        0.3


Colombia   Banking                    3,000,000     Banco Ganadero S.A., 9.75% 
                                                      due 8/26/1999                            2,987,340      2,910,000        0.2

                                                    Total Fixed-Income Investments
                                                      in Colombia                              2,987,340      2,910,000        0.2


Mexico     Construction               5,000,000     Empresas ICA Sociedad Controladora, 
                                                      S.A. de C.V., 9.75% due 2/11/1998        5,093,750      4,437,500        0.2

           Food & Beverage            5,000,000     Fomento Economico Mexico, S.A. de C.V.
                                                      (Femsa), 9.50% due 7/22/1997             5,099,375      4,500,000        0.3
                                      3,000,000     Gruma S.A., de C.V., 9.75% 
                                                      due 3/09/1998                            2,987,500      2,726,250        0.2
                                      7,500,000     Grupo Embotellador de Mexico, S.A. de 
                                                      C.V. (GEMEX), 10.75% due 11/19/1997      7,967,500      7,137,225        0.4
                                                                                           ------------- --------------      ------
                                                                                              16,054,375     14,363,475        0.9

           Foreign Government &       3,000,000     Banco Nacional de Commerce Exterior,
           Agency Obligations                         8.00% due 8/05/2003                      2,636,250      2,238,750        0.1
                                      6,500,000     Nafinsa, 10.625% due 11/22/2001            7,034,375      5,963,750        0.3
                                      5,000,000     United Mexican States, 8.50%
                                                      due 9/15/2002                            4,768,750      3,925,000        0.2
                                     10,000,000     United Mexican States, Government
                                                      Bond, 12.25% due 12/03/1998             17,422,208     16,239,420        0.9
                                                                                           ------------- --------------      ------
                                                                                              31,861,583     28,366,920        1.5

           Industrial Services        3,000,000     Cemex, S.A., 10.00% due 11/05/1999         3,037,500      2,625,000        0.1

           Retail Stores              3,000,000     Controladora Comercial Mexicana,
                                                      S.A. de C.V., 8.75% due 4/21/1998        2,970,000      2,535,000        0.1

                                                    Total Fixed-Income Investments
                                                      in Mexico                               59,017,208     52,327,895        2.8
<PAGE>

Trinidad   Foreign Government
& Tobago   Obligations                              Republic of Trinidad and Tobago:
                                      3,000,000       11.50% due 11/20/1997                    3,123,750      3,000,000        0.2
                                      4,000,000     ++9.75% due 11/03/2000                     3,991,600      3,660,000        0.2
                                                                                           ------------- --------------      ------
                                                                                               7,115,350      6,660,000        0.4

                                                    Total Fixed-Income Investments in
                                                    Trinidad & Tobago                          7,115,350      6,660,000        0.4


                                                    Total Investments in Latin American
                                                    & Caribbean Securities                    96,849,136     86,973,728        4.8


NORTH AMERICA

Canada     Foreign Government                       Canadian Government Bonds:
           Obligations   C$          25,000,000       6.50% due 9/01/1998                     19,219,059     16,480,108        0.9
                                     22,000,000       7.75% due 9/01/1999                     15,155,309     14,955,796        0.8
                                                                                           ------------- --------------      ------
                                                                                              34,374,368     31,435,904        1.7

                                                    Total Fixed-Income Investments
                                                      in Canada                               34,374,368     31,435,904        1.7


United     Air Transport                            Delta Air Lines, Inc.:
States                   US$         16,332,054       9.375% due 9/11/2007(b)                 16,611,005     15,250,055        0.8
                                     10,000,000       10.50% due 4/30/2016                    10,287,500      9,815,100        0.5
                                      7,100,000     United Air Pass-Through, 10.125%
                                                      due 3/22/2015                            7,684,046      6,669,385        0.4
                                     15,000,000     USAir Inc., 10.375% due 3/01/2013         15,000,000     12,225,000        0.7
                                                                                           ------------- --------------      ------
                                                                                              49,582,551     43,959,540        2.4

           Broadcasting &            10,190,000     Century Communications Corp., 11.875%
           Publishing                                 due 10/15/2003                          10,701,550     10,623,075        0.6
                                     10,000,000     Continental Cablevision, 9.50%
                                                      due 8/01/2013                           10,000,000      9,150,000        0.5
                                     13,000,000     Heritage Media Corp., 11.00%
                                                      due 6/15/2002                           13,295,625     13,195,000        0.7
                                      5,000,000     K-III Communications Corp., 10.625%
                                                      due 5/01/2002                            5,090,000      4,850,000        0.3
                                     10,000,000     Videotron Group, Ltd. Co., 10.25%
                                                      due 10/15/2002                          10,043,750      9,800,000        0.5
                                                                                           ------------- --------------      ------
                                                                                              49,130,925     47,618,075        2.6
<PAGE>
           Building Materials        15,300,000     Pacific Lumber Co., 10.50%
                                                      due 3/01/2003                           15,462,750     14,229,000        0.8
                                     11,035,000     USG Corp., 8.75% due 3/01/2017             9,717,469      9,379,750        0.5
                                                                                           ------------- --------------      ------
                                                                                              25,180,219     23,608,750        1.3

           Business Services         18,500,000     ADT Operations, 9.25% due 8/01/2003       18,573,188     17,112,500        0.9
                                      8,000,000     Bell & Howell Co., Series B, 10.75%
                                                      due 10/01/2002                           8,000,000      7,600,000        0.4
                                                                                           ------------- --------------      ------
                                                                                              26,573,188     24,712,500        1.3

           Chemicals                 33,860,000     GI Holdings, Inc., 11.38%* due
                                                      10/01/1998                              22,375,651     20,527,625        1.1
                                     10,000,000     Uniroyal Chemical Co., 9.00%
                                                      due 9/01/2000                           10,000,000      9,400,000        0.5
                                                                                           ------------- --------------      ------
                                                                                              32,375,651     29,927,625        1.6

           Conglomerates             20,000,000     Coltec Industries Inc., 10.25%
                                                      due 4/01/2002                           20,387,500     19,600,000        1.1
                                     10,000,000     Sequa Corp., 9.375% due 12/15/2003         9,915,000      8,800,000        0.5
                                     10,100,000     Sherritt Gordon, Ltd., 9.75%
                                                      due 4/01/2003                           10,148,750      9,696,000        0.5
                                     10,000,000     Southern Pacific Rail Co., 9.375%
                                                      due 8/15/2005                           10,000,000      9,200,000        0.5
                                                                                           ------------- --------------      ------
                                                                                              50,451,250     47,296,000        2.6
</TABLE>

<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>           <C>                        <S>                                    <C>           <C>                 <C>
United     Consumer Goods                           Liggett Group, Inc.:
States                   US$          8,000,000       11.50% due 2/01/1999                 $   7,724,541 $    5,600,000        0.3%
(concluded)                           4,199,000       16.50% due 2/01/1999                     4,199,000      3,611,140        0.2
                                                                                           ------------- --------------      ------
                                                                                              11,923,541      9,211,140        0.5

           Containers                20,000,000     Owens Illinois, 11.00% due 12/01/2003     21,906,563     20,750,000        1.2
                                      6,100,000     Silgan Holdings Corp., 11.75%
                                                      due 6/15/2002                            6,194,875      6,313,500        0.4
                                                                                           ------------- --------------      ------
                                                                                              28,101,438     27,063,500        1.6
<PAGE>
           Cosmetics                 20,000,000     Revlon Consumer Products Corp.,
                                                      9.375% due 4/01/2001                    17,607,494     17,900,000        1.0

           Energy                                   Clark Oil Co.:
                                      8,360,000       10.50% due 12/01/2001                    8,827,300      8,569,000        0.5
                                        500,000       9.50% due 9/15/2004                        500,000        487,500        0.0
                                      7,000,000     Clark R & M Holdings, Inc., 10.54%*
                                                      due 2/15/2000                            4,120,703      3,990,000        0.2
                                                    Gulf Canada Resources, Ltd.:
                                     10,000,000       9.00% due 8/15/1999                      9,158,438      9,500,000        0.5
                                      6,500,000       9.25% due 1/15/2004                      6,458,855      5,980,000        0.3
                                                    Maxus Energy Corp.:
                                      6,500,000       9.875% due 10/15/2002                    6,485,050      5,655,000        0.3
                                      1,000,000       11.50% due 11/15/2015                    1,051,250        920,000        0.1
                                     15,000,000     Rowan Companies, Inc., 11.875%
                                                      due 12/01/2001                          15,590,000     15,450,000        0.9
                                     15,000,000     Seagull Energy Corp., 8.625%
                                                      due 8/01/2005                           15,000,000     12,787,500        0.7
                                     10,000,000     Trans Texas Gas Corp., 10.50%
                                                      due 9/01/2000                           10,000,000      9,550,000        0.5
                                                                                           ------------- --------------      ------
                                                                                              77,191,596     72,889,000        4.0

           Entertainment                            Marvel Holdings, Inc.:
                                     26,780,000       11.47%* due 4/15/1998                   18,450,899     16,469,700        0.9
                                      1,125,000       9.125% due 2/15/1998                       995,625        978,750        0.1
                                      5,000,000     Spectravision Inc., 10.92%*
                                                      due 10/01/2001                           4,211,312      2,150,000        0.1
                                     10,000,000     Trump Plaza Funding, Inc., 10.875%
                                                      due 6/15/2001                            7,536,875      7,600,000        0.4
                                                                                           ------------- --------------      ------
                                                                                              31,194,711     27,198,450        1.5

           Financial Services        17,375,000     Lomas Mortgage USA, 10.25%
                                                      due 10/01/2002                          17,387,500     14,421,250        0.8
                                     10,000,000     Penn Financial Corp., 9.25%
                                                      due 12/15/2003                          10,000,000      8,800,000        0.5
                                     10,000,000     Reliance Group Holdings, 9.00%
                                                      due 11/15/2000                          10,000,000      9,100,000        0.5
                                                                                           ------------- --------------      ------
                                                                                              37,387,500     32,321,250        1.8
<PAGE>
           Food & Beverage           10,000,000     Canandaigua Wine Inc., 8.75%
                                                      due 12/15/2003                          10,000,000      9,100,000        0.5
                                     10,000,000     Coca-Cola Bottling Co., 9.00%
                                                      due 11/15/2003                          10,005,000      8,775,000        0.5
                                     20,000,000     Del Monte Corp., 10.00%
                                                      due 5/01/2003                           20,025,313     13,600,000        0.8
                                     25,000,000     Grand Union Co., 11.25%
                                                      due 7/15/2000                           25,524,063     22,250,000        1.2
                                     18,000,000     Penn Traffic Co., 9.625%
                                                      due 4/15/2005                           18,308,350     15,660,000        0.9
                                     20,000,000     Pueblo Xtra International Inc., 9.50%
                                                      due 8/01/2003                           20,111,875     16,800,000        0.9
                                     10,000,000     Specialty Foods Corp., 10.25%
                                                      due 8/15/2001                           10,000,000      8,900,000        0.5
                                                                                           ------------- --------------      ------
                                                                                             113,974,601     95,085,000        5.3

           Furniture/Home             1,400,000   ++Zenith Electronics Corp., 8.50%
           Appliance                                  due 11/19/2000**                         2,060,380      1,921,500        0.1

           Health Services           15,000,000     Continental Medical Systems, Inc.,
                                                      10.875% due 8/15/2002                   15,029,062     12,075,000        0.7
                                      2,500,000     MEDIQ, Inc., 11.125% due 7/01/1999         2,500,000      2,325,000        0.1
                                                                                           ------------- --------------      ------
                                                                                              17,529,062     14,400,000        0.8

           High Technology           15,000,000     Computervision Corp., 10.875%
                                                      due 8/15/1997                           15,025,000     13,800,000        0.8

           Home Building                            Del E. Webb Corp.:
                                      9,250,000       10.875% due 3/31/2000                    9,376,875      8,787,500        0.5
                                      3,500,000       9.75% due 3/01/2003                      3,472,455      2,905,000        0.2
                                                    Kaufman & Broad Home, Inc.:
                                      3,000,000       10.375% due 9/01/1999                    3,030,000      2,985,000        0.2
                                      5,250,000       9.375% due 5/01/2003                     5,217,187      4,567,500        0.3
                                                    Ryland Group, Inc.:
                                      3,750,000       10.50% due 7/15/2002                     3,733,850      3,356,250        0.2
                                     12,250,000       9.625% due 6/01/2004                    11,991,250     10,290,000        0.6
                                                                                           ------------- --------------      ------
                                                                                              36,821,617     32,891,250        2.0

           Hotels & Casinos           1,906,000     Goldriver Hotel & Casino Corp.,
                                                      13.375% due 8/31/1999                    2,645,548      1,658,220        0.1
                                     10,000,000     Greate Bay Properties, Inc., 10.875%
                                                      due 1/15/2004                            9,996,250      8,100,000        0.5
                                     15,000,000     Showboat, Inc., 9.25% due 5/01/2008       14,698,750     12,525,000        0.7
                                                                                           ------------- --------------      ------
                                                                                              27,340,548     22,283,220        1.3
<PAGE>
           Leisure Time               5,925,000     AMC Entertainment, Inc., 12.625%
                                                      due 8/01/2002                            6,017,020      6,265,688        0.3

           Paper                     10,000,000     Container Corp. of America, 9.75%
                                                      due 4/01/2003                           10,200,000      9,475,000        0.5
                                     15,000,000     Fort Howard Corp., 9.00% due 2/01/2006    15,007,500     12,900,000        0.7
                                     10,000,000     Riverwood International Corp., 11.25%
                                                      due 6/15/2002                           10,385,750     10,275,000        0.6
                                     12,500,000     Stone Container Corp., 9.875%
                                                      due 2/01/2001                           11,667,085     11,750,000        0.7
                                      7,500,000     Stone Container Gorp., 10.75%
                                                      due 10/01/2002                           7,425,000      7,462,500        0.4
                                                                                           ------------- --------------      ------
                                                                                              54,685,335     51,862,500        2.9

           Restaurants &             10,000,000     Family Restaurant Inc., 9.75%
           Food Services                              due 2/01/2002                           10,000,000      7,850,000        0.4
                                                    Flagstar Corp.:
                                      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     14,110,000        0.8
                                     20,000,000     Foodmaker, Inc., 9.75% due 6/01/2002      19,554,250     15,000,000        0.8
                                                                                           ------------- --------------      ------
                                                                                              48,194,250     38,820,000        2.1

           Retail Stores             10,000,000     Specialty Retailers, Inc., 10.00%
                                                      due 8/15/2000                           10,112,500      9,000,000        0.5

           Textiles                  15,000,000     WestPoint Stevens Inc., 8.75%
                                                      due 12/15/2001                          15,093,750     13,800,000        0.8

           Transport Services        10,000,000     Viking Star Shipping Co., 9.625%
                                                      due 7/15/2003                           10,028,437      9,100,000        0.5

           US Government & Agency     9,000,000     Federal National Mortgage Association,
           Obligations                                8.55% due 12/10/2004                     8,992,969      8,916,750        0.5

           Utilities                  9,848,000     Beaver Valley II Funding, 9.00%
                                                      due 6/01/2017                            7,262,900      6,992,080        0.4

           Utilities--Electric        4,000,000     CTC Mansfield Funding Corp., 11.125%
                                                      due 9/30/2016                            4,301,250      3,706,280        0.2
                                                    Midland Cogeneration:
                                      9,372,115     ++10.33% due 7/23/2002 (b)                 9,184,673      8,856,649        0.5
                                     10,000,000       13.25% due 7/23/2006                    11,183,750      9,629,500        0.5
                                      9,100,000     Tucson Electric Power Co., 10.732%
                                                      due 1/01/2013                            8,713,250      8,326,500        0.5
                                                                                           ------------- --------------      ------
                                                                                              33,382,923     30,518,929        1.7

                                                    Total Fixed-Income Investments in
                                                    the United States                        843,221,356    759,362,747       42.2
</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>           <C>                        <S>                                    <C>           <C>                 <C>
United     Airlines      US$          3,000,000     AMR Corp., 6.125% due 11/01/2024       $   2,441,875 $    2,415,000        0.1%
States
           Building &                 1,500,000     Toll Brothers Inc., 4.75% due 1/15/2004    1,500,000      1,020,000        0.1
           Construction               1,750,000     US Home Corp., 4.875% due 11/01/2005       1,741,000      1,124,375        0.1
                                                                                           ------------- --------------      ------
                                                                                               3,241,000      2,144,375        0.2

           Building Materials         3,000,000     Owens-Corning Fiberglass Corp.,
                                                      8.00% due 12/30/2005**                   3,232,257      3,292,500        0.2

           Computers                  2,500,000     Data General Corp., 7.75% 
                                                      due 6/01/2001                            2,479,375      2,162,500        0.1
                                      1,000,000     Storage Technology Corp., 8.00%
                                                      due 5/31/2015**                          1,132,500        975,000        0.1
                                                                                           ------------- --------------      ------
                                                                                               3,611,875      3,137,500        0.2

           Electrical Equipment       2,000,000     Polyphase Corp., 12.00% due 7/01/1999      2,000,000      1,620,000        0.1

           Electronics                3,000,000     Wilcox & Gibbs Inc., 7.00% 
                                                      due 8/01/2014                            2,955,000      2,490,000        0.1

           Entertainment              4,500,000     Time Warner Inc., 7.99%* 
                                                      due 12/17/2012                           1,410,560      1,372,500        0.1

           Environmental Control        900,000     Ray F. Weston, Inc., 7.00% 
                                                      due 4/15/2002                              756,900        756,000        0.0

           Food & Beverage            3,000,000     Boston Chicken Inc., 4.50% 
                                                      due 2/01/2004                            3,000,000      2,205,000        0.1
                                      3,000,000     Farm Fresh, Inc., 7.50% 
                                                      due 3/01/2010                            1,562,500      1,850,286        0.1
                                                                                           ------------- --------------      ------
                                                                                               4,562,500      4,055,286        0.2

           Healthcare                 1,000,000     IVAX Corp., 6.50% due 11/15/2001             987,500        872,500        0.0
                                                    Pharmaceutical Marketing 
                                                    Services, Inc.:
                                        700,000     ++6.25% due 2/01/2003**                      536,700        462,000        0.0
                                      1,050,000       6.25% due 2/01/2003                        813,250        672,000        0.0
                                                                                           ------------- --------------      ------
                                                                                               2,337,450      2,006,500        0.0

           Home Building              3,300,000   ++Engle Homes, Inc., 7.00% 
                                                    due 3/01/2003                              2,884,280      2,524,500        0.1
<PAGE>
           Industrial Services        3,500,000   ++Cemex, S.A., 4.25% due 11/01/1997          3,500,000      2,800,000        0.2
                                        500,000     Mascotech, Inc., 4.50% due 12/15/2003        500,000        333,750        0.0
                                      1,015,000     Sanifill Inc., 7.50% due 6/01/2006**       1,073,068        969,325        0.1
                                      2,080,000     Wainoco Oil Corp., 7.75% 
                                                      due 6/01/2014                            1,880,352      1,788,800        0.1
                                                                                           ------------- --------------      ------
                                                                                               6,953,420      5,891,875        0.4

           Insurance                  3,320,000     Statesman Group, Inc., 6.25%
                                                      due 5/01/2003                            3,368,958      3,353,200        0.2

           Machinery                  2,000,000     Albany International Corp., 5.25%
                                                      due 3/15/2002                            1,823,117      1,705,000        0.1

           Medical                    1,950,000     Sun Healthcare Group, Inc., 6.00%
                                                      due 3/01/2004**                          2,269,500      2,447,250        0.1

           Mining                                   Coeur D'Alene Mines Corp.:
                                      2,000,000       7.00% due 11/30/2002**                   2,112,500      2,250,000        0.1
                                      1,500,000       6.375% due 1/31/2004                     1,500,000      1,248,750        0.1
                                                                                           ------------- --------------      ------
                                                                                               3,612,500      3,498,750        0.2

           Oil/Gas-Exploration        3,000,000     The Western Company of North America,
                                                      7.25% due 1/15/2015**                    3,347,400      3,093,750        0.2

           Pharmaceuticals            2,600,000     Bindley Western Industries, Inc., 6.50%
                                                      due 10/01/2002                           2,563,000      2,463,500        0.1

           Retail                     2,250,000     Big B Inc., 6.50% due 3/15/2003**          2,663,775      2,587,500        0.1

           Technology                 1,570,000     Conner Peripherals Inc., 6.50%
                                                      due 3/01/2002**                          1,409,546      1,091,150        0.1

           Telecommunications         3,210,000     Intelcom Group Inc., 7.00%
                                                      due 10/30/1998 (a)                       3,199,631      2,575,979        0.1

           Textiles                   2,125,000     Interface, Inc., 8.00% due 9/15/2013       2,052,650      1,917,813        0.1

           Transportation               511,000     Builders Transport & Trucking Co., 8.00%
                                                      due 8/15/2005**                            514,832        449,680        0.0

           Waste Management           1,000,000     Phillips Environmental, Inc., 6.00%
                                                      due 10/15/2000                           1,000,000      1,015,000        0.1
                                      1,950,000     USA Waste Services Inc., 8.50%
                                                      due 10/15/2002                           2,273,000      2,349,750        0.1
                                                                                           ------------- --------------      ------
                                                                                               3,273,000      3,364,750        0.2
<PAGE>
                                                    Total Investments in United States
                                                    Convertible Bonds                         66,485,026     60,254,358        3.2


                                                    Convertible Preferred Stocks,
                                    Shares Held     Common Stocks & Warrants

United     Airlines                      52,500     Delta Air Lines Inc., $3.50
States                                                (Series C), Conv. Pfd.                   2,756,900      2,296,875        0.1
                                         25,000   ++United Airlines Corp., $6.25
                                                      (Series A), Conv. Pfd.                   2,482,500      2,075,000        0.1
                                                                                           ------------- --------------      ------
                                                                                               5,239,400      4,371,875        0.2

           Banking & Finance             48,300     Rochester Community Savings Bank
                                                      (Series B)                               1,387,224      1,279,950        0.1
                                         36,300     Southern National Corp., Pfd. $1.6875      1,158,678      1,057,238        0.1
                                         55,200     Union Planters Corp.                       1,949,405      1,531,800        0.1
                                                                                           ------------- --------------      ------
                                                                                               4,495,307      3,868,988        0.3

           Cement                       125,000     Southdown, Inc.** (e)                      1,268,750      1,187,500        0.1

           Computers                     42,500     Storage Technology Corp.,
                                                      $3.50, Conv. Pfd.                        2,355,987      2,805,000        0.2

           Electronics                   60,000     Cooper Industries, $8.00                   1,536,750      1,230,000        0.1

           Environmental              3,520,000   ++Allied Waste Industries, Inc.,
                                                      Conv. Pfd.                               3,520,401      3,424,784        0.2

           Financial--Banks             105,000     Citicorp, Pfd. "P"                         2,066,925      2,008,125        0.1

           Food & Beverage               18,676     Hudson Foods, Inc. (Class A)                 413,555        469,235        0.0
                                        231,500     RJR Nabisco, Inc.                          1,534,269      1,389,000        0.1
                                                                                           ------------- --------------      ------
                                                                                               1,947,824      1,858,235        0.1

           High Technology               91,053     Anacomp, Inc. (Warrants) (c)                 120,000         91,053        0.0

           Hotels & Casinos              75,000     Goldriver Hotel & Casino Corp.
                                                      Liquidating Trust                           75,000         53,438        0.0
                                         30,000     Goldriver Hotel & Casino Corp.
                                                      (Series B) (d)                             219,738         84,375        0.0
                                          6,000     Trump Taj Mahal Funding, Inc. (Class A)        3,000         48,000        0.0
                                                                                           ------------- --------------      ------
                                                                                                 297,738        185,813        0.0
<PAGE>
           Industrial                    20,000     Mascotech, Inc.                              312,460        275,000        0.0
                                         58,800     Petrolane, Inc.                              683,550        779,100        0.0
                                         10,000     UGI Corp. (Warrants) (c)                      43,750          8,125        0.0
                                                                                           ------------- --------------      ------
                                                                                               1,039,760      1,062,225        0.0

           Insurance                      1,500     Westbridge Capital Corp.                   1,500,000      1,522,500        0.1

           Oil & Gas                    113,600     Gerrity Oil & Gas Corp.                    1,882,785      1,476,800        0.1
           Diversified                   20,000     Western Gas Resources, Inc.                1,000,000        635,000        0.0
                                                                                           ------------- --------------      ------
                                                                                               2,882,785      2,111,800        0.1

           Paper Products                50,000     James River Corp. of Virginia (Series P)     862,500      1,012,500        0.1

                                                    Total Investments in United States
                                                    Convertible Preferred Stocks,
                                                    Common Stocks & Warrants                  29,134,127     26,740,398        1.6


                                                    Total Investments in
                                                    North American Securities                973,214,877    877,793,407       48.7
</TABLE>

<TABLE>
SCHEDULE OF INVESTMENTS (continued)                                                                                 (in US dollars)
<CAPTION>
PACIFIC                                                                                                        Value     Percent of
BASIN      Industries             Face Amount           Fixed-Income Investments                 Cost        (Note 1a)   Net Assets
<S>        <S>                <C>                   <S>                                    <C>           <C>                 <C>
Australia  Foreign Government                       Australian Government Bonds:
           Obligations--      A$     38,000,000       12.00% due 11/15/2001                $  31,852,684 $   32,229,855        1.8%
           Regional & Agency         52,600,000       9.50% due 8/15/2003                     38,699,872     39,494,353        2.2
                                     41,500,000     Queensland Treasury Corp., Global 
                                                      Notes, 8.00% due 5/14/2003              31,269,513     28,003,716        1.6
                                     16,000,000     Victoria Financial Corp., 10.25%
                                                      due 9/15/1999                           12,421,713     12,331,634        0.7
                                                                                           ------------- --------------      ------
                                                                                             114,243,782    112,059,558        6.3

                                                    Total Fixed-Income Investments
                                                    in Australia                             114,243,782    112,059,558        6.3


New        Foreign Government                       New Zealand Government Bonds:
Zealand    Obligations        NZ$    37,000,000       8.00% due 7/15/1998                     21,664,910     22,908,212        1.3
                                     14,200,000       10.00% due 3/15/2002                     8,974,507      9,739,382        0.5
                                                                                           ------------- --------------      ------
                                                                                              30,639,417     32,647,594        1.8

                                                    Total Fixed-Income Investments
                                                    in New Zealand                            30,639,417     32,647,594        1.8
<PAGE>

Philip-    Industrial         US$     3,000,000   ++San Miguel Corp., 9.00% due 4/27/2000      2,981,000      2,866,875        0.2
pines
                                                    Total Fixed-Income Investments
                                                    in the Philippines                         2,981,000      2,866,875        0.2


                                                    Total Fixed-Income Investments in
                                                    the Pacific Basin                        147,864,199    147,574,027        8.3


                                                            Convertible Bonds

Hong Kong  Engineering &      HK$     1,450,000     Paul Y-ITC Construction Holdings, Inc.,
           Construction                               5.00% due 2/03/2001                      1,165,812      1,022,250        0.1

                                                    Total Investments in
                                                    Hong Kong Convertible Bonds                1,165,812      1,022,250        0.1


Japan      Foreign Government Yen    85,000,000     Makita Electric Works Co., Ltd.,
           Obligations                                3.60% due 3/31/1999                        938,422        879,900        0.0

                                                    Total Investments in
                                                    Japanese Convertible Bonds                   938,422        879,900        0.0


                                                    Total Investments in Pacific Basin
                                                    Convertible Bonds                          2,104,234      1,902,150        0.1


                                                    Total Investments in
                                                    Pacific Basin Securities                 149,968,433    149,476,177        8.4


WESTERN
EUROPE                                                  Fixed-Income Investments

Denmark    Foreign            Dkr   200,000,000     Denmark Kingdom, 9.00% due 11/15/1998     32,728,737     33,185,258        1.8
           Government
           Obligations

                                                    Total Fixed-Income Investments
                                                    in Denmark                                32,728,737     33,185,258        1.8


Germany    Consumer Products  US$    10,000,000     Tarkett International, 9.00%
                                                      due 3/01/2002                           10,000,000      9,125,000        0.5

                                                    Total Fixed-Income Investments
                                                    in Germany                                10,000,000      9,125,000        0.5
<PAGE>

Italy      Foreign Government                       Buoni Poliennali del Tesoro
           Obligations                                (Italian Government Bonds):
                              Lit80,000,000,000       8.50% due 8/01/1997                     48,051,282     45,785,511        2.5
                                 55,000,000,000       12.00% due 9/18/1998                    36,600,703     34,005,924        1.9
                                 70,400,000,000       9.00% due 10/01/1998                    42,566,872     39,992,595        2.2
                                 53,000,000,000       8.50% due 1/01/1999                     31,647,308     29,341,580        1.6
                                                                                           ------------- --------------      ------
                                                                                             158,866,165    149,125,610        8.2

                                                    Total Fixed-Income Investments 
                                                      in Italy                               158,866,165    149,125,610        8.2


Portugal   Supranational     Esc    750,000,000     European Investment Bank, 15.50%
           Entities                                   due 7/12/1995                            6,389,454      4,764,750        0.3

                                                    Total Fixed-Income Investments
                                                    in Portugal                                6,389,454      4,764,750        0.3


Spain      Foreign Government                       Government of Spain:
           Obligations        Pta 2,950,000,000       11.00% due 6/15/1997                    22,951,273     22,279,171        1.2
                                 15,092,000,000       10.25% due 11/30/1998                  114,736,692    109,814,233        6.1
                                                                                           ------------- --------------      ------
                                                                                             137,687,965    132,093,404        7.3

                                                    Total Fixed-Income Investments
                                                    in Spain                                 137,687,965    132,093,404        7.3


Sweden     Foreign Government                       Government of Sweden:
           Obligations        Skr   190,000,000       11.00% due 1/21/1999                    25,252,784     26,084,711        1.4
                                     60,000,000       13.00% due 6/15/2001                     8,705,625      8,948,461        0.5
                                                                                           ------------- --------------      ------
                                                                                              33,958,409     35,033,172        1.9

                                                    Total Fixed-Income Investments
                                                    in Sweden                                 33,958,409     35,033,172        1.9


United     Foreign Government                       United Kingdom Gilt:
Kingdom    Obligations        Pound   7,000,000       10.50% due 2/21/1997                    11,631,933     11,424,459        0.6
                           Sterling  47,000,000       9.00% due 3/03/2000                     74,903,779     74,545,026        4.1
                                     46,000,000       7.00% due 11/06/2001                    71,171,278     65,620,294        3.6
                                     10,250,000       9.50% due 4/18/2005                     17,203,187     16,823,978        0.9
                                                                                           ------------- --------------      ------
                                                                                             174,910,177    168,413,757        9.2
<PAGE>
                                                    Total Fixed-Income Investments in
                                                    the United Kingdom                       174,910,177    168,413,757        9.2


                                                    Convertible Bonds

United                                1,250,000     Hanson Trust PLC, 9.50% due 1/31/2006      2,074,884      2,016,225        0.1
Kingdom
                                                    Total Investments in United Kingdom
                                                    Convertible Bonds                          2,074,884      2,016,225        0.1


                                                    Total Investments in Western European
                                                    Securities                               556,615,791    533,757,176       29.3
</TABLE>

<TABLE>
SCHEDULE OF INVESTMENTS (concluded)                                                                                 (in US dollars)
<CAPTION>
SHORT-TERM                              Face                                                                   Value     Percent of
SECURITIES                             Amount                  Issue                             Cost        (Note 1a)   Net Assets
<S>        <S>                <C>                   <S>                                    <C>           <C>                 <C>
United     Commercial         US$    40,000,000     Ciesco L.P., 5.85% due 2/03/1995      $   39,798,500 $   39,798,500        2.2%
States     Paper***                  50,033,000     General Electric Capital Corp.,
                                                      5.80% due 1/03/1995                     50,033,000     50,033,000        2.8
                                     25,000,000     National Rural Utilities Cooperative
                                                      Finance Corp., 5.78% due 1/27/1995      24,904,667     24,904,667        1.4
                                     10,000,000     Xerox Credit Corp., 5.85% due 2/06/1995    9,944,750      9,944,750        0.6
                                                                                           ------------- --------------      ------
                                                                                             124,680,917    124,680,917        7.0

           US Government                            US Treasury Bill:
           Obligations***               100,000       5.392% due 2/02/1995                        99,560         99,560        0.0
                                      1,100,000       5.425% due 2/02/1995                     1,095,132      1,095,132        0.1
                                                                                           ------------- --------------      ------
                                                                                               1,194,692      1,194,692        0.1

                                                    Total Investments in
                                                    Short-Term Securities                    125,875,609    125,875,609        7.1


OPTIONS                                                                                        Premiums
PURCHASED                                                                                        Paid

           Currency Put              20,587,500     Australian Dollar, expiring January
           Options Purchased                          1995, at A$.7625                           111,996         49,410        0.0
                                     79,000,000     British Pound, expiring January 1995,
                                                      at Pound Sterling 1.5450                   450,300        418,700        0.0
                                     50,000,000     Italian Lira, expiring January 1995,
                                                      at Lit1690                                 147,500         70,000        0.0
                                     56,000,000     Spanish Peseta, expiring January 1995,
                                                      at Pta135.50                               266,000        212,800        0.0
<PAGE>
                                                    Total Options Purchased                      975,796        750,910        0.0


                                                    Total Investments                      1,913,468,142  1,784,327,007       98.8


OPTIONS                                                                                        Premiums
WRITTEN                                                                                        Received

           Currency Call             21,195,000     Australian Dollar, expiring January 1995,
           Options Written                            at A$.785                                 (111,994)       (76,302)       0.0
                                     79,000,000     British Pound, expiring January 1995,
                                                      at Pound Sterling 1.5820                  (323,900)      (355,500)       0.0
                                     50,000,000     Italian Lira, expiring January 1995,
                                                      at Lit1590                                 (64,000)      (125,000)       0.0
                                     56,000,000     Spanish Peseta, expiring January 1995,
                                                      at Pta 129.5                              (112,000)      (140,000)       0.0

                                                    Total Options Written                       (611,894)      (696,802)       0.0


           Total Investments, Net of Currency Options Written                              $1,912,856,248  1,783,630,205       98.8
                                                                                           ==============
           Variation Margin on Stock Index Futures Contracts++                                                   23,437        0.0
           Short Sales (Proceeds--$17,254,233)**                                                            (15,765,349)      (0.8)
           Unrealized Depreciation on Forward Foreign Exchange Contracts+++++                                (4,835,455)      (0.3)
           Other Assets Less Liabilities                                                                     41,249,496        2.3
                                                                                                         --------------      ------
           Net Assets                                                                                    $1,804,302,334      100.0%
                                                                                                         ==============      ======

           <FN>
          *Represents the yield to maturity on this zero coupon issue.
         **Covered Short Sales entered into as of December 31, 1994 are as follows:
<PAGE>
<CAPTION>
                                                                              Value
           Shares                   Issue                                   (Note 1h)
           <C>         <S>                                              <C>
           139,800     Big B Inc.                                       $ (1,922,250)
             6,800     Builders Transport & Trucking Co.                     (74,800)
           109,900     Coeur D'Alene Mines Corp.                          (1,799,613)
            31,400     Conner Peripherals Inc.                              (298,300)
            68,900     Owens-Corning Fiberglass Corp.                     (2,204,800)
            57,000     Pharmaceutical Marketing Services, Inc.              (513,000)
            17,800     Sanifill Inc.                                        (445,000)
            43,700     Southdown, Inc.                                      (633,650)
           102,900     Storage Technology Corp.                           (2,984,100)
            71,098     Sun Healthcare Group, Inc.                         (1,804,112)
            89,100     Western Company of North America (The)             (1,503,562)
           136,100     Zenith Electronics Corp.                           (1,582,162)
                                                                        ============
           Total (proceeds--$17,254,233)                                $(15,765,349)

      <FN>
        ***Commercial Paper and certain US Government Obligations are traded on
           a discount basis; the interest rates shown are the discount rates paid at the
           time of purchase by the Fund.
         ++Restricted securities as to resale. The value of the Fund's investment in
           restricted securities was approximately $37,144,000, representing 2.06%
           of net assets.

<CAPTION>
                                                                          Acquisition                   Value
           Issue                                                              Date         Cost       (Note 1a)
           <S>                                                            <C>          <C>           <C>
           Allied Waste Industries, Inc., Conv. Pfd.                       9/23/1993   $ 3,520,401   $ 3,424,784
           Cemex, S.A., 4.25% due 11/01/1997                               9/28/1994     3,500,000     2,800,000
           Compania Brasileira de Projetos e
             Obras, 12.50% due 12/22/1997                                 12/14/1994     4,975,000     4,875,000
           Engle Homes, Inc., 7.00% due 3/01/2003                          6/29/1994- 
                                                                            7/8/1994     2,884,280     2,524,500
           Midland Cogeneration, 10.33% due 7/23/2002                      7/13/1994     9,184,673     8,856,649
           Pharmaceutical Marketing Services, Inc., 6.25% due 2/01/2003   10/02/2003       536,700       462,000
           Republic of Trinidad and Tobago, 9.75% due 11/03/2000          10/15/1994     3,991,600     3,660,000
           San Miguel Corp., 9.00% due 4/27/2000                           9/26/1994- 
                                                                           9/30/1994     2,981,000     2,866,875
           Telecom Argentina Stet-France Telecom,
             S.A., 8.375% due 10/18/2000                                  10/04/1994     2,490,625     2,025,000
           Transportadora de Gas del Sur, 7.75% due 12/23/1998             1/28/1994     2,042,500     1,652,500
           United Airlines Corp., $6.25 (Series A), Conv. Pfd.             3/03/1993     2,482,500     2,075,000
           Zenith Electronics Corp., 8.50% due 11/19/2000                 10/25/1994- 
                                                                          10/26/1994     2,060,380     1,921,500

           Total                                                                       $40,649,659   $37,143,808
                                                                                       ===========   ===========
<PAGE>
     
        +++Financial futures contracts sold as of December 31, 1994 were as follows:

           Number of                                     Expiration          Value
           Contracts       Issue            Exchange        Date           (Note 1c)

           75         US Treasury Bond        OTC         March 1995      $(7,436,719)

           Total Futures Contracts Sold
           (Total Contract Price--$7,426,563)                             $(7,436,719)
                                                                          ===========

           The market value of pledged securities is $1,194,693.

      +++++Forward foreign exchange contracts as of December 31, 1994 are as follows:

<CAPTION>
                                                                    Unrealized
                                               Expiration          Appreciation
                                                  Date            (Depreciation)
                                                                     (Note 1c)
           Foreign Currency Purchased
           <S>             <C>                 <S>                 <C>
           A$                  32,139,180      January 1995        $    458,787
           C$                  44,076,139      January 1995            (372,857)
           DM                  77,012,625      January 1995             620,544
           Lit             17,395,318,900      January 1995            (139,655)
           Pta              1,314,735,000      January 1995             (11,393)
           Skr                 69,818,867      January 1995             (62,987)

           Total (US$ Commitment--$135,732,700)                    $    492,439
                                                                   ------------

           Foreign Currency Sold

           A$                 102,695,480      January 1995        $   (990,960)
           DM                 369,310,250      January 1995          (3,841,101)
           Dkr                 75,265,297      January 1995            (176,155)
           Lit             26,000,000,000      January 1995            (213,437)
           NZ$                 44,390,612     February 1995             135,391
           Pta              4,378,887,944      January 1995             152,591
           Skr                250,140,700      January 1995            (394,223)

           Total (US$ Commitment--$436,711,222)                    $ (5,327,894)
                                                                   ------------

           Total Unrealized Depreciation on Forward
           Foreign Exchange Contracts--Net                         $ (4,835,455)
                                                                   ============
<PAGE>
     
           (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.

              See Notes to Financial Statements.
</TABLE>


<TABLE>
STATEMENT OF ASSETS AND LIABILITIES
<CAPTION>
                   As of December 31, 1994
<S>                <S>                                                                            <C>               <C>
Assets:            Investments, at value (identified cost--$1,912,492,346) (Note 1a)                                $1,783,576,097
                   Put options purchased, at value (cost--$975,796) (Notes 1a & 1c)                                        750,910
                   Cash                                                                                                        679
                   Foreign cash (Note 1d)                                                                                  255,026
                   Receivables:
                     Interest                                                                     $ 45,480,021
                     Short sales (Note 1i)                                                          17,260,136
                     Securities sold                                                                 1,998,100
                     Capital shares sold                                                             1,053,330
                     Forward foreign exchange contracts (Note 1c)                                      213,061
                     Dividends                                                                         102,123
                     Variation margin (Note 1g)                                                         23,437          66,130,208
                                                                                                  ------------
                   Prepaid registration fees and other assets (Note 1f)                                                    116,115
                                                                                                                    --------------
                   Total assets                                                                                      1,850,829,035
                                                                                                                    --------------

Liabilities:       Common stocks sold short, at market value (proceeds--$17,254,233) (Note 1i)                          15,765,349
                   Call options written, at value (premiums--$611,894) (Notes 1a & 1c)                                     696,802
                   Unrealized depreciation of forward foreign exchange contracts (Note 1c)                               4,835,455
                   Payables:
                     Dividends to shareholders (Note 1h)                                            10,110,517
                     Capital shares redeemed                                                         9,601,776
                     Distributor (Note 2)                                                            1,029,572
                     Investment adviser (Note 2)                                                       997,268
                     Forward foreign exchange contracts (Note 1c)                                      981,223
                     Securities purchased                                                              181,225          22,901,581
                                                                                                  ------------
                   Accrued expenses and other liabilities                                                                2,327,514
                                                                                                                    --------------
                   Total liabilities                                                                                    46,526,701
                                                                                                                    --------------

Net Assets:        Net assets                                                                                       $1,804,302,334
                                                                                                                    ==============
<PAGE>
Net Assets         Class A Shares of Common Stock, $0.10 par value, 1,000,000,000 shares authorized                 $    3,796,142
Consist of:        Class B Shares of Common Stock, $0.10 par value, 1,000,000,000 shares authorized                     18,194,910
                   Class C Shares of Common Stock, $0.10 par value, 1,000,000,000 shares authorized                         14,712
                   Class D Shares of Common Stock, $0.10 par value, 1,000,000,000 shares authorized                         17,195
                   Paid-in capital in excess of par                                                                  1,978,693,897
                   Accumulated realized capital losses on investments and foreign currency transactions--net           (63,828,356)
                   Unrealized depreciation on investments and foreign currency transactions--net                      (132,586,166)
                                                                                                                    --------------
                   Net assets                                                                                       $1,804,302,334
                                                                                                                    ==============

Net Asset          Class A--Based on net assets of $311,181,573 and 37,961,421 shares outstanding                   $         8.20
                                                                                                                    ==============
Value:             Class B--Based on net assets of $1,490,506,743 and 181,949,101 shares outstanding                $         8.19
                                                                                                                    ==============
                   Class C--Based on net assets of $1,204,423 and 147,121 shares outstanding                        $         8.19
                                                                                                                    ==============
                   Class D--Based on net assets of $1,409,595 and 171,952 shares outstanding                        $         8.20
                                                                                                                    ==============

                   See Notes to Financial Statements.
</TABLE>

<TABLE>
STATEMENT OF OPERATIONS
<CAPTION>
                   For the Year Ended December 31, 1994
<S>                <S>                                                                            <C>               <C>
Investment         Interest and discount earned (net of $1,103,072 foreign withholding tax)                         $  195,018,063
Income             Dividend                                                                                              1,988,020
(Notes 1e & 1f):   Other income                                                                                          1,187,844
                                                                                                                    --------------
                   Total income                                                                                        198,193,927
                                                                                                                    --------------

Expenses:          Distribution fees--Class B (Note 2)                                                                  13,694,529
                   Investment advisory fees (Note 2)                                                                    13,289,517
                   Transfer agent fees--Class B (Note 2)                                                                 2,028,532
                   Custodian fees                                                                                          701,719
                   Printing and shareholder reports                                                                        408,711
                   Transfer agent fees--Class A (Note 2)                                                                   378,471
                   Accounting services (Note 2)                                                                            315,069
                   Professional fees                                                                                       118,268
                   Registration fees (Note 1g)                                                                              55,942
                   Directors' fees and expenses                                                                             49,247
                   Short sale of dividends (Note 1i)                                                                        35,171
                   Distribution fees--Class C (Note 2)                                                                         773
                   Account maintenance fees--Class D (Note 2)                                                                  320
                   Transfer agent fees--Class C (Note 2)                                                                       151
                   Transfer agent fees--Class D (Note 2)                                                                       133
<PAGE>             Other                                                                                                    35,712
                                                                                                                    --------------
                   Total expenses                                                                                       31,112,265
                                                                                                                    --------------
                   Investment income-net                                                                               167,081,662
                                                                                                                    --------------

Realized &         Realized loss from:
Unrealized Loss      Investments--net                                                             $(62,626,451)
on Investments &     Foreign currency transactions-net                                             (44,955,386)       (107,581,837)
Foreign Currency                                                                                  ------------
Transactions--Net  Change in unrealized appreciation/depreciation on:
(Notes 1c, 1d,       Investments--net                                                             (169,594,564)
1f & 3):             Foreign currency transactions--net                                             (4,327,598)       (173,922,162)
                                                                                                  ------------      --------------
                   Net realized and unrealized loss on investments and foreign
                     currency transactions                                                                            (281,503,999)
                                                                                                                    --------------
                   Net Decrease in Net Assets Resulting from Operations                                             $ (114,422,337)
                                                                                                                    ==============

                   See Notes to Financial Statements.
</TABLE>

<TABLE>
STATEMENTS OF CHANGES IN NET ASSETS
<CAPTION>
                                                                                                  For the Year Ended December 31,
                   Increase (Decrease) in Net Assets:                                                  1994               1993
<S>                <S>                                                                            <C>               <C>
Operations:        Investment income--net                                                         $  167,081,662    $  175,662,845
                   Realized gain (loss) on investments and foreign currency transactions--net       (107,581,837)       15,185,945
                   Change in unrealized appreciation/depreciation on investments and
                   foreign currency transactions--net                                               (173,922,162)       98,246,283
                                                                                                  --------------    --------------
                   Net increase (decrease) in net assets resulting from operations                  (114,422,337)      289,095,073
                                                                                                  --------------    --------------

Dividends &        Investment income--net:
Distributions to     Class A                                                                         (19,926,079)      (29,629,878)
Shareholders         Class B                                                                         (84,931,858)     (106,918,287)
(Note 1h):           Class C                                                                              (4,853)               --
                     Class D                                                                              (6,907)               --
                   Realized gain on investments--net:
                     Class A                                                                                  --        (1,417,282)
                     Class B                                                                                  --        (6,362,072)
                   Return of capital:
                     Class A                                                                         (11,820,707)       (8,487,578)
                     Class B                                                                         (50,383,950)      (30,627,102)
                     Class C                                                                              (2,879)               --
<PAGE>               Class D                                                                              (4,097)               --
                                                                                                  --------------    --------------
                   Net decrease in net assets resulting from dividends and distributions
                   to shareholders                                                                  (167,081,330)     (183,442,199)
                                                                                                  --------------    --------------

Capital Share      Net increase (decrease) in net assets derived from capital share transactions    (487,938,280)      430,150,076
Transactions                                                                                      --------------    --------------
(Note 4):

Net Assets:        Total increase (decrease) in net assets                                          (769,441,947)      535,802,950
                   Beginning of year                                                               2,573,744,281     2,037,941,331
                                                                                                  --------------    --------------
                   End of year*                                                                   $1,804,302,334    $2,573,744,281
                                                                                                  ==============    ==============
                  <FN>
                  *Undistributed investment income--net                                           $           --    $           --
                                                                                                  ==============    ==============

                   See Notes to Financial Statements.
</TABLE>


<TABLE>
FINANCIAL HIGHLIGHTS                                                                                Class A
                                                                                    For the Four
                                                                                      Months
                   The following per share data and ratios   For the Year Ended        Ended
                   have been derived from information           December 31,         Dec. 31,        For the Year Ended August 31,
                   provided in the financial statements.     1994++++     1993         1992         1992         1991         1990

                   Increase (Decrease) in Net Asset Value:
<S>                <S>                                   <C>          <C>          <C>          <C>          <C>          <C>
Per Share          Net asset value, beginning of period  $   9.28     $   8.85     $   9.34     $   9.07     $   9.48     $   9.32
Operating                                                --------     --------     --------     --------     --------     --------
Performance:       Investment income--net                     .72          .75          .29          .99         1.12         1.23
                   Realized and unrealized gain (loss)
                     on investments and foreign currency
                     transactions--net                      (1.09)         .46         (.41)         .40         (.16)         .15
                                                         --------     --------     --------     --------     --------     --------
                   Total from investment operations          (.37)        1.21         (.12)        1.39          .96         1.38
                                                         --------     --------     --------     --------     --------     --------
                   Less dividends and distributions:
                     Investment income--net                  (.45)        (.58)        (.35)       (1.12)       (1.37)       (1.17)
                                                         --------     --------     --------     --------     --------     --------
                     Realized gain on investments--net         --         (.03)        (.02)          --           --         (.05)
                                                         --------     --------     --------     --------     --------     --------
                     Return of capital--net                  (.26)        (.17)          --           --           --           --
                   Total dividends and distributions         (.71)        (.78)        (.37)       (1.12)       (1.37)       (1.22)
                                                         --------     --------     --------     --------     --------     --------
                   Net asset value, end of period        $   8.20     $   9.28     $   8.85     $   9.34     $   9.07     $   9.48
                                                         ========     ========     ========     ========     ========     ========
<PAGE>

Total Investment   Based on net asset value per share      (4.05%)      14.12%       (1.26%)+++   16.09%       11.50%       16.48%
Return:**                                                ========     ========     ========     ========     ========     ========


Ratios to Average  Expenses                                  .77%         .78%         .76%*        .88%         .85%         .86%
Net Assets:                                              ========     ========     ========     ========     ========     ========
                   Investment income--net                   8.17%        8.22%        8.09%*      11.16%       12.38%       16.27%
                                                         ========     ========     ========     ========     ========     ========


Supplemental       Net assets, end of period
Data:                (in thousands)                      $311,181     $467,625     $455,672     $526,631     $292,709     $299,700
                                                         ========     ========     ========     ========     ========     ========
                   Portfolio turnover                     115.95%      182.88%       68.42%       76.18%       63.83%       99.86%
                                                         ========     ========     ========     ========     ========     ========


<CAPTION>
                                                                                                 Class B
                                                                                                       For the Four   For the
                                                                                                          Months      Period
                   The following per share data and ratios                       For the Year Ended      Ended   Nov. 18, 1991++
                   have been derived from information                               December 31,         Dec. 31,   to Aug. 31
                   provided in the financial statements.                         1994++++     1993         1992       1992

                   Increase (Decrease) in Net Asset Value:
<S>                <S>                                                         <C>          <C>          <C>          <C>
Per Share          Net asset value, beginning of period                        $     9.28   $     8.85   $     9.33   $     9.26
Operating                                                                      ----------   ----------   ----------   ----------
Performance:       Investment income--net                                             .65          .70          .27          .77
                   Realized and unrealized gain (loss)
                     on investments and foreign currency
                     transactions--net                                              (1.10)         .44         (.40)          --
                                                                               ----------   ----------   ----------   ----------
                   Total from investment operations                                  (.45)        1.14         (.13)         .77
                                                                               ----------   ----------   ----------   ----------
                   Less dividends and distributions:
                     Investment income--net                                          (.40)        (.53)        (.33)        (.70)
                     Realized gain on investments--net                                 --         (.03)        (.02)          --
                     Return of capital--net                                          (.24)        (.15)          --           --
                                                                               ----------   ----------   ----------   ----------
                   Total dividends and distributions                                 (.64)        (.71)        (.35)        (.70)
                                                                               ----------   ----------   ----------   ----------
                   Net asset value, end of period                              $     8.19   $     9.28   $     8.85   $     9.33
                                                                               ==========   ==========   ==========   ==========
Total Investment   Based on net asset value per share                              (4.90%)      13.27%       (1.42%)+++    8.61%+++
Return:**                                                                      ==========   ==========   ==========   ==========
<PAGE>

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

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

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

                   See Notes to Financial Statements.
</TABLE>


<TABLE>
FINANCIAL HIGHLIGHTS (concluded)

                   The following per share data and ratios have been derived                                For the Period
                   from information provided in the financial statements.                                October 21, 1994++ to
                                                                                                         December 31, 1994++++
                   Increase (Decrease) in Net Asset Value:                                                Class C       Class D
<S>                <S>
Per Share          Net asset value, beginning of period                                                   $  8.42       $  8.43
Operating                                                                                                 -------       -------
Performance:       Investment income--net                                                                     .10           .11
                   Realized and unrealized loss on investments and
                     foreign currency transactions--net                                                      (.20)         (.20)
                                                                                                          -------       -------
                   Total from investment operations                                                          (.10)         (.09)
                                                                                                          -------       -------
                   Less dividends and distributions:
                     Investment income--net                                                                  (.08)         (.09)
                     Return of capital--net                                                                  (.05)         (.05)
                                                                                                          -------       -------
                   Total dividends                                                                           (.13)         (.14)
                                                                                                          -------       -------
                   Net asset value, end of period                                                         $  8.19       $  8.20
                                                                                                          =======       =======
<PAGE>
Total Investment   Based on net asset value per share                                                      (1.20%)+++    (1.09%)+++
Return:**                                                                                                 =======       =======


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


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

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

                   See Notes to Financial Statements.
</TABLE>


NOTES TO FINANCIAL STATEMENTS

1. Significant Accounting Policies:
Merrill Lynch World Income Fund, Inc. (the "Fund") is registered
under the Investment Company Act of 1940 as a non-diversified,
open-end management investment company. The Fund offers four
classes of shares under the Merrill Lynch Select Pricing SM System.
Shares of Class A and Class D are sold with a front-end sales charge.
Shares of Class B and Class C may be subject to a contingent deferred
sales charge. All classes of shares have identical voting, dividend,
liquidation and other rights and the same terms and conditions,
except that Class B, Class C and Class D Shares bear certain expenses related
to the account maintenance of such shares, and Class B and Class C Shares
also bear certain expenses related to the distribution of such shares.
Each class has exclusive voting rights with respect to matters relating
to its account maintenance and distribution expenditures. The
following is a summary of significant accounting policies followed
by the Fund.
<PAGE>
(a) Valuation of securities--Securities traded in the over-the-counter
market are valued at the last available bid price or yield equivalents
obtained from one or more dealers in the over-the-counter market
prior to the time of valuation. Portfolio securities which are traded on
stock exchanges are valued at the last sale price on the principal
market on which such securities are traded, as of the close of busi-
ness on the day the securities are being valued or, lacking any sales,
at the last available bid price. Options traded on exchanges are
valued at the last asked price for options written and the last bid price
for options purchased. Options traded in the over-the-counter market
are valued at the average of the last asked price as obtained from
one or more dealers for options written and at the average of the
last bid price as obtained from two or more dealers, unless there
is only one dealer, in which case that dealer's price is used for
options purchased. Other investments, including futures contracts
and related options, are stated at market value or otherwise at the
fair value at which it is expected they may be resold, as determined
in good faith by or under the direction of the Board of Directors.
Short-term securities with remaining maturities of sixty days or less
are valued at amortized cost, which approximates market value.
Securities and assets for which market quotations are not readily
available are valued at fair value as determined in good faith by or
under the direction of the Board of Directors of the Fund.

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

(c) 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.

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

*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.
<PAGE>
*Options--The Fund is authorized to write and purchase call and
put options. When the Fund sells 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 received or paid is deducted from or
added to the basis of the security sold. When an option expires
(or the Fund enters into a closing transaction), the Fund realizes a
gain or loss on the option to the extent that the premium received
or paid on the written option and purchased option is greater than
or less than the premium paid or received on the closing transaction.


NOTES TO FINANCIAL STATEMENTS (continued)


Written and purchased options are non-income producing investments.

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

(e) Income taxes--It is the Fund's policy to comply with the
requirements of the Internal Revenue Code applicable to regulated
investment companies and to distribute 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.
<PAGE>
(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.

(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.

(j) Reclassification--Generally accepted accounting principles
require that differences between accumulated net realized capital
losses for financial reporting and tax purposes, if permanent, be
reclassified to paid-in capital. These classifications have no effect
on net assets or net asset values per share.

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 subsidiary of Merrill Lynch & Co. ("ML & Co."), which is the
limited partner. The Fund has entered into a Distribution Agree-
ment and Distribution Plans with Merrill Lynch Funds Distributor,
Inc. ("MLFD" or "Distributor"), a wholly-owned subsidiary of
ML 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.
<PAGE>
Pursuant to the distribution plans ("the Distribution Plans") adopted
by the Fund in accordance with Rule 12b-1 under the Investment
Company Act of 1940, the Fund pays the Distributor ongoing account
maintenance and distribution fees. The fees are accrued daily and
paid monthly at annual rates based upon the average daily net assets
of the shares as follows:

           Account Maintenance Fee   Distribution Fee

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

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

For the year ended December 31, 1994, 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                    $  24,292     $ 245,317
Class D                    $     902     $   6,720

MLPF&S received contingent deferred sales charges of $6,980,132
relating to transactions in Class B Shares of beneficial interest,
$64 relating to transactions in Class C Shares of beneficial interest,
and $59,092 in commissions on the execution of portfolio security
transactions for the Fund for the year ended December 31, 1994.

During the period June 20, 1994 to December 31, 1994, the Merrill
Lynch Security Pricing Service, an affiliate of MLPF&S, provided
security price quotations to the Fund.

Financial Data Services, Inc. ("FDS"), 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, FDS, and/or ML & Co.
<PAGE>
3. Investments:
Purchases and sales of investments, excluding short-term securities,
for the year ended December 31, 1994 were $2,313,190,156 and
$2,707,710,251, respectively.

Net realized and unrealized gains (losses) as of December 31, 1994
were as follows:

                                         Realized            Unrealized
                                          Gains                 Gains
                                         (Losses)             (Losses)

Investments:
  Long-term                          $ (59,712,620)        $(128,916,249)
  Short-term                                (3,984)                   --
  Short sales                           (3,089,687)            1,488,884
  Financial futures contracts               68,316               (10,156)
  Options purchased                       (125,276)                   --
  Options written                          236,800                    --
                                     -------------         -------------
Total investments                      (62,626,451)         (127,437,521)
                                     -------------         -------------

Currency Transactions:
  Options written                          357,733               (84,908)
  Options purchased                       (691,934)             (224,886)
  Foreign currency transactions         (2,044,831)               (3,396)
  Financial futures contracts              (23,525)                   --
  Forward foreign exchange contracts   (46,642,491)           (4,835,455)
                                     -------------         -------------
Total currency transactions            (44,955,386)           (5,148,645)
                                     -------------         -------------
Total                                $(107,581,837)        $(132,586,166)
                                     =============         =============


Transactions in call options written for the year ended December 31,
1994 were as follows:

                                      Nominal Value
                                        Covered by            Premiums
Call Options Written                 Written Options          Received

Outstanding call options written,
beginning of year                    $  29,510,000         $     234,902
Options written                        355,858,807             2,495,368
Options repurchased                    (23,520,000)             (358,400)
Options expired                       (128,143,807)           (1,525,074)
Options exercised                      (29,510,000)             (234,902)
                                     -------------         -------------
Outstanding call options written,
end of year                          $ 206,195,000         $     611,894
                                     =============         =============
<PAGE>

Transactions in put options written for the year ended December 31,
1994 were as follows:

                                      Nominal Value
                                       Covered by              Premiums
Put Options Written                  Written Options           Received

Outstanding put options written,
beginning of year                               --                    --
Options written                      $  57,266,896         $     311,209
Options repurchased                    (13,000,000)              (91,155)
Options exercised                      (44,266,896)             (220,054)
                                     -------------         -------------
Outstanding put options written,
end of year                          $          --         $          --
                                     =============         =============


As of December 31, 1994, net unrealized depreciation for Federal
income tax purposes aggregated $129,918,478, of which $7,025,871
related to appreciated securities and $136,944,349 related to depreci-
ated securities. The aggregate cost of investments at December 31,
1994 for Federal income tax purposes was $1,913,494,575.


NOTES TO FINANCIAL STATEMENTS (concluded)


4. Capital Share Transactions:
Net increase (decrease) in net assets derived from capital share
transactions was $(487,938,280) and $430,150,076 for the years
ended December 31, 1994 and December 31, 1993, respectively.

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


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

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


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                7,257,720            62,563,579
                                     -------------         -------------
Total issued                            29,641,350           260,640,329
Conversion of shares                       (10,524)              (87,484)
Shares redeemed                        (74,723,963)         (644,026,143)
                                     -------------         -------------
Net decrease                           (45,093,137)        $(383,473,298)
                                     =============         =============



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

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


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

Shares sold                                149,131         $   1,233,348
Shares issued to shareholders in
reinvestment of dividends                      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 Period                                  Dollar
October 21, 1994++ to December 31, 1994     Shares             Amount

Shares sold                                177,383         $   1,470,555
Shares issued to shareholders in
reinvestment of dividends                      827                 6,792
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.

5. 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.
<PAGE>

<AUDIT-REPORT>
INDEPENDENT AUDITORS' REPORT

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

We have audited the accompanying statement of assets and liabilities,
including the schedule of investments, of Merrill Lynch World
Income Fund, Inc. as of December 31, 1994, the related statements
of operations for the year then ended and changes in net assets for
the two-year period then ended, and the financial highlights for
the periods presented. These financial statements and the financial
highlights are the responsibility of the Fund's management. Our
responsibility is to express an opinion on these financial statements
and the financial highlights based on our audits.

We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether
the financial statements and the financial highlights are free of
material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial
statements. Our procedures included confirmation of securities
owned at December 31, 1994 by correspondence with the custodian
and brokers. An audit also includes assessing the accounting
principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such financial statements and financial highlights
present fairly, in all material respects, the financial position of
Merrill Lynch World Income Fund, Inc. as of December 31, 1994, the
results of its operations, the changes in its net assets, and the
financial highlights for the respective stated periods in conformity
with generally accepted accounting principles.


Deloitte & Touche LLP
Princeton, New Jersey
February 3, 1995
</AUDIT-REPORT>
<PAGE>

IMPORTANT TAX INFORMATION (unaudited)

Of the monthly cash distributions paid by Merrill Lynch World
Income Fund, Inc. during its taxable year ended December 31,
1994, 1.19% qualifies for the dividends-received deduction for
corporations. Additionally, there were no long-term capital gains
distributed by the Fund during the year.

The law varies in each state as to whether and what percentage
of dividend income attributable to Federal obligations is exempt
from state income tax. We recommend that you consult your tax
adviser to determine if any portion of the dividends you received
is exempt from state income tax.

Listed below are the percentages of total assets of the Fund
invested in Federal obligations as of the end of each quarter of the
fiscal year:

For the Quarter            Percentage of
   Ended                Federal Obligations*



March 31, 1994               3.87%
June 30, 1994                 .96%
September 30, 1994             --
December 31, 1994             .06%

Of the monthly cash distributions paid by the fund, 4.20% was
attributable to Federal Obligations. In calculating the foregoing
percentage, Fund expenses have been allocated on a pro rata basis.

Please retain this information for your records.

[FN]
*For purposes of this calculation, Federal obligations include U.S. Treasury
Notes, U.S. Treasury Bills, and U.S. Treasury Bonds. Also included are
obligations issued by the following agencies: Banks for Cooperatives, Federal
Intermediate Credit Banks, Federal Land Banks, Federal Home Loan Banks
and the Student Loan Marketing Association. Repurchase agreements are
not included in this calculation.



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