MERRILL LYNCH DEVELOPING CAPITAL MARKETS FUND INC
N-30D, 1994-08-12
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MERRILL
LYNCH 
DEVELOPING
CAPITAL
MARKETS
FUND, INC.


Annual Report   June 30, 1994


Investing in emerging market securities involves a number
of risk factors and special considerations, including restrictions
on foreign investments and on repatriation of capital invested in
emerging markets, currency fluctuations, and potential price
volatility and less liquidity of securities traded in emerging
markets. In addition, there may be less publicly available
information about the issuers of securities, and such issuers may
not be subject to accounting, auditing and financial reporting
standards and requirements comparable to those to which US companies
are subject. Therefore, the Fund is designed as a long-term investment
for investors capable of assuming the risks of investing in emerging
markets. The Fund should be considered as a vehicle for diversification
and not as a complete investment program.  Please refer to the
prospectus for details.


Custodian                              Transfer Agent
The Chase Manhattan                    Financial Data Services,
  Bank, N.A.                             Inc.
Global Securities Services             4800 Deer Lake Drive East
Chase Metro Tech Center                Jacksonville, FL 32246-6484
Brooklyn, NY 11245                     (800) 637-3863 



This report is not authorized for use as an offer of sale
or 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
Developing Capital Markets Fund, Inc.
Box 9011
Princeton, NJ
08543-9011



MERRILL LYNCH DEVELOPING CAPITAL MARKETS FUND, INC.

Asset Allocation
As a Percentage* of
Net Assets as of
June 30, 1994

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


DEAR SHAREHOLDER

During the fiscal year ended June 30,
1994, Merrill Lynch Developing Capital
Markets Fund, Inc.'s total return was
+28.73%, compared to a 37.16% gain
for the unmanaged MSCI Emerging
Markets Free Index. The markets in
which the Fund invests benefited
from declining interest rates in the
major economies, the shift of insti-
tutional investor assets from the
mature markets to emerging markets,
the improving prospects for the US
economic recovery, and the largely
successful structural reforms in
developing countries.
<PAGE>
The Fund's performance lagged that
of the MSCI Emerging Markets Free
Index principally because we were
overweighted in Mexico and Europe.
In 1993, there were significant benefits
from being overweighted in Mexico,
and the stock market was spurred on
by the passage of the North American
Free Trade Agreement. However, in
1994 our weighting worked against us
as the Chiapas uprising and the
Colosio assassination raised concerns
about the political situation and slow
economic growth depressed the stock
market. Our overweighted positions
in Greece and Portugal also had a
negative impact on performance
during the first half of 1994. However,
the portfolio's performance was
enhanced by profit-taking in the
Asian markets and by our relatively
large cash position during a portion
of the period.

During the quarter ended June 30, the
Fund's total return was -7.71%,
compared to a 1.44% decline for the
unmanaged MSCI Emerging Markets
Free Index. The poor performance
of global emerging markets during
the quarter resulted from lessened
liquidity for shares as US monetary
policy has progressively tightened,
increasing political uncertainties in
various parts of the world, and the
growing consensus that the major
economies now will have very little
growth through the rest of 1994. The
latter moderates the potential for
export growth in emerging countries
and may reduce the flow of invest-
ments from the mature countries.
<PAGE>
Key Developments & Activities
The declines in the world's equity
markets virtually across-the-board
provided selective buying oppor-
tunities in emerging market stocks.
As we have stated previously, we
believe that performance will be
determined more by company funda-
mentals and less by speculation,
liquidity and momentum. We are
therefore investing worldwide mainly
on a stock-by-stock, or bottom-
up, basis.

During the June quarter, we partici-
pated in the initial public offering
of Kerevitas Gida Sanayi Ve Ticaret
A.S. This Turkish company produces
canned and frozen foods and exports
a substantial portion of its products.
The devaluations of the Turkish
lira this year will strengthen the
company's export results. Its food
products are sold throughout Europe,
the United States and Japan.

In May we purchased ten-year global
bonds issued by the Philippine Long
Distance Telephone Co., the dominant
telecommunications firm in the Phil-
ippines. These dollar-denominated
bonds offer an attractive 10.625%
coupon. In addition, we expect to
benefit from capital gains as the
country's improving internal situation
reduces the political risk premium.
<PAGE>
We added to our investment in Usinas
Siderurgicas de Minas Gerais-
Usiminas S.A., which has been one
of our largest Brazilian holdings.
A leading producer of flat steel, it
is reputed to be one of the best-
managed industrial companies in
Brazil, despite its having been
privatized as recently as 1991. The
company was founded in 1956 as the
Japanese government's first industrial
joint venture after World War II. It
has benefited from the transfer of
technology from Japan, which contin-
ues to be its largest export market.

Investment Outlook
Our visits to a large number of com-
panies in The People's Republic of
China reaffirmed the long-term attrac-
tions of this market, but we remain
cautious on Asia. We plan to increase
investments in Latin America,
Morocco and Hungary, but stock selec-
tion will predominate over market
selection.

In Conclusion
We are pleased to report that as of
July 1, 1994, Merrill Lynch Developing
Capital Markets Fund, Inc. can be
purchased with either an initial sales
charge (Class A Shares) or a contin-
gent deferred sales charge (Class B
Shares). If you were a shareholder
prior to July 1, you now automatically
own Class A Shares. We thank you for
your continued investment in Merrill
Lynch Developing Capital Markets
Fund, Inc., and we look forward to
reviewing our outlook and strategy
with you in our next report to
shareholders.

Sincerely,

(Arthur Zeikel)
Arthur Zeikel
President

(Grace Pineda)
Grace Pineda
Vice President and Portfolio Manager


July 29, 1994
<PAGE>



PERFORMANCE DATA

None of the past results shown should 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.

Total Return
Based on a
$10,000
Investment


GRAPIC MATERIAL APPEARS HERE. SEE APPENDIX: GRAPHIC AND IMAGE MATERIALS.
ITEM 2.

<TABLE>
Average Annual
Total Return
<CAPTION>
                                                                             % Return Without        % Return With
                   Period Covered                                              Sales Charge          Sales Charge*
                   <S>                                                            <C>                  <C>
                   Year Ended 6/30/94                                             +28.73%              +20.36%

                   Inception (9/1/89) through 6/30/94                             +13.60               +12.03
                  <FN>
                  *Assuming maximum sales charge. Maximum sales charge is 6.5%.
</TABLE>
<PAGE>

PERFORMANCE DATA (concluded)

<TABLE>
Performance
Summary
<CAPTION>
                                                Net Asset Value             Capital Gains
                   Period Covered           Beginning         Ending         Distributed         Dividends Paid*         % Change**
                   <C>                       <C>              <C>               <C>                  <C>                  <C>
                   9/1/89--12/31/89          $ 9.60           $10.13            $0.004               $0.132               + 6.97%
                   1990                       10.13             9.04                --                0.640               - 5.33
                   1991                        9.04            10.89                --                0.252               +23.35
                   1992                       10.89            10.18             0.324                0.518               + 0.85
                   1993                       10.18            16.80             0.278                0.069               +68.96
                   1/1/94--6/30/94            16.80            14.61                --                   --               -13.04
                                                                                ------               ------
                                                                          Total $0.606         Total $1.611

                                                                                   Cumulative total return as of 6/30/94: +85.13%**
                 <FN>
                  *Figures may include short-term capital gains distributions.
                 **Figures assume reinvestment of all dividends and capital gains distributions at net asset value on the
                   ex-dividend date, and do not include sales charge; results would be lower if sales charge was included.
</TABLE>

<TABLE>
Recent
Performance
Results*
<CAPTION>
                                                                                                               12 Month    3 Month
                                                                         6/30/94      3/31/94      6/30/93     % Change    % Change
                   <S>                                                    <C>          <C>          <C>        <C>          <C>
                   ML Developing Capital Markets Fund, Inc.               $14.61       $15.83       $11.62     +28.00%(1)   - 7.71%
                   ML Developing Capital Markets Fund, Inc.--Total Return                                      +28.73(2)    - 7.71
                <FN>
                  *Investment results shown for the 3-month and 12-month periods are before the deduction of any sales charges.
                (1)Percent change includes reinvestment of $0.278 per share capital gains distributions.
                (2)Percent change includes reinvestment of $0.069 per share ordinary income dividends and $0.278 per share
                   capital gains distributions.
</TABLE>
<PAGE>


PORTFOLIO INFORMATION

Ten Largest Equity Holdings                     Percent of
As of June 30, 1994                             Net Assets

Telefonos de Mexico, S.A. de C.V.(ADR)              4.6%
Jardine Matheson Holdings, Ltd.                     2.6
Cheung Kong Holdings Ltd.                           2.4
Amway Asia Pacific Ltd.                             2.3
Tolmex, S.A. de C.V.'B'                             2.0
Usinas Siderurgicas de Minas Gerais--Usiminas S.A.  1.9
Grupo Carso, S.A. de C.V.'A'                        1.9
Groupe Omnium Nord Africain                         1.7
Maruichi (Malaysia) Steel Tube BHD                  1.6
Bangkok Bank Ltd.'Foreign'                          1.4



<TABLE>
CONSOLIDATED SCHEDULE OF INVESTMENTS                                                                               (in US dollars)
<CAPTION>
                                  Shares Held/                                                                 Value     Percent of
AFRICA     Industries             Face Amount             Investments                             Cost       (Note 1a)   Net Assets
<S>        <S>                <C>                <S>                                        <C>            <C>            <C>
Morocco    Banking                      5,000    Banque Marocaine du Commerce Exterieur     $    132,685   $    194,661     0.0%
                                      150,000    Wafa Bank                                     5,810,251      5,339,266     1.3
                                                                                            ------------   ------------   ------
                                                                                               5,942,936      5,533,927     1.3

           Building &                 163,154    Groupe Omnium Nord Africain                   6,686,860      6,805,645     1.7
           Construction

           Building Materials          10,000    Les Ciments de l'Oriental                       340,025        342,603     0.1

                                                 Total Investments in Morocco                 12,969,821     12,682,175     3.1


South      Beverage                    45,000    South African Breweries Ltd.                    950,625        798,750     0.2
Africa
           Mining                     245,000    De Beers Consolidated Mines Ltd.(ADR)(b)      5,809,096      5,451,250     1.4

                                                 Total Investments in South Africa             6,759,721      6,250,000     1.6


                                                 Total Investments in Africa                  19,729,542     18,932,175     4.7

<PAGE>
EUROPE

Austria    Banking                     20,500    Creditanstalt-Bankverein AG                     786,450      1,311,633     0.3

           Building &                   4,000    Bau Holding AG                                  362,527        400,895     0.1
           Construction

           Oil                         16,500    Unternehmensgruppe OMV AG                     1,039,188      1,300,805     0.3
                                        2,062    Unternehmensgruppe OMV AG (New Shares)          125,481        130,067     0.0
                                                                                            ------------   ------------   ------
                                                                                               1,164,669      1,430,872     0.3

           Textiles                    18,000    Lenzing AG                                      916,404      2,015,034     0.5
                              Asch  3,600,000    Lenzing AG, Convertible Bond,
                                                 5.25% due 12/31/2001                            324,793        322,148     0.1
                                                                                            ------------   ------------   ------
                                                                                               1,241,197      2,337,182     0.6

           Transportation              26,400    Jenbacher Transportsysteme AG                 1,588,046        489,020     0.1

           Utilities                   12,500    Energie-Versorgung Niederosterreich AG(EVN)     989,417      1,529,083     0.4

                                                 Total Investments in Austria                  6,132,306      7,498,685     1.8


Czech      Banking                     13,500    Komercni Banka                                2,034,490      1,187,544     0.3
Republic
           Electrical Equipment         9,206    Podnik Vypocetni Techniky(PVT)                1,903,926      1,068,958     0.3

           Food                        43,000    Ceska General Food                            4,520,734      4,387,755     1.1

           Paper                       60,807    SEPAP                                         3,025,696      2,139,585     0.5

                                                 Total Investments in the Czech Republic      11,484,846      8,783,842     2.2
</TABLE>
<PAGE>

<TABLE>
CONSOLIDATED SCHEDULE OF INVESTMENTS (continued)                                                                   (in US dollars)
<CAPTION>
EUROPE                           Shares Held/                                                                  Value     Percent of
(concluded)Industries             Face Amount             Investments                             Cost       (Note 1a)   Net Assets
<S>        <S>                     <C>         <S>                                          <C>            <C>            <C>
Greece     Banking                     15,780    Credit Bank S.A.                           $    613,712   $    629,609     0.2%
                                       84,650    Ergo Bank(Registered)S.A.                     3,038,469      3,146,378     0.8
                                                                                            ------------   ------------   ------
                                                                                               3,652,181      3,775,987     1.0

           Beverage                    52,500    Hellenic Bottling Co. S.A.(Bearer)              818,772      1,514,805     0.4

           Building &                  55,730    Michaniki S.A.                                1,320,551      2,181,451     0.5
           Construction                 5,060    Michaniki S.A.(Preferred)                       195,004        161,406     0.0
                                       48,830    Titan Cement S.A.                             1,960,315      1,568,877     0.4
                                                                                            ------------   ------------   ------
                                                                                               3,475,870      3,911,734     0.9

           Financial Services          45,130    Etba Leasing S.A.                             1,640,708        981,829     0.2

           Food                        62,940    J. Boutari & Son S.A.(Bearer)                 1,088,749        462,600     0.1
                                       63,504    Delta Dairy S.A.(Ordinary)                    1,671,986      2,000,336     0.5
                                       41,172    Delta Dairy S.A.(Preferred)                   1,170,377        985,638     0.2
                                        6,600    Katselis Sons S.A.                               56,182         44,213     0.0
                                                                                            ------------   ------------   ------
                                                                                               3,987,294      3,492,787     0.8

                                                 Total Investments in Greece                  13,574,825     13,677,142     3.3


Hungary    Food                        54,807    Pick Szeged Reszvenytarsasag(GDS)(a)(d)       2,800,401      3,256,084     0.8

           Insurance                  225,000    Pharmauti Gyogyszer es Elelmiszeripari
                                                   Reszvenytarsasag(d)                         2,587,500      2,587,500     0.6

           Retail Stores            1,342,000    FOTEX RT--Fotex Elso Amerikai--Magyar
                                                   Fotoszolgaltatasi Reszvenytarsasag          6,101,168      5,584,161     1.4

                                                 Total Investments in Hungary                 11,489,069     11,427,745     2.8


Latvia     Transportation              70,000  ++Baltic International USA, Inc.                  470,400        297,500     0.1
                                       70,000  ++Baltic International USA, Inc. 
                                                (Warrants)(c)                                     19,600         13,125     0.0
                                                                                            ------------   ------------   ------
                                                                                                 490,000        310,625     0.1

                                                 Total Investments in Latvia                     490,000        310,625     0.1

<PAGE>
Poland     Appliances &            89,000,000    Swarzedzkie Fabryki Mebli S.A.                2,102,193        650,156     0.2
           Household Durables

           Banking                 27,000,000    Wielkopolski Bank Kredytowy                   1,795,589      1,022,272     0.3

           Electrical Equipment    15,000,000    Elektrim Towarzystwo Handlowe S.A.            1,916,544        564,588     0.1

           Food                        40,000    International Fast Food Corp.                   267,500        205,000     0.1

                                                 Total Investments in Poland                   6,081,826      2,442,016     0.7


Portugal   Banking                     66,600    Banco Comercial Portugues, S.A.(ADR)(b)         959,270        807,525     0.2
                                      352,212    Banco Comercial Portugues, S.A. 
                                                 (Registered)                                  4,850,549      4,380,962     1.1
                                       77,000    Banco Totta E Acores, S.A.                    1,657,285      1,410,560     0.4
                                                                                            ------------   ------------   ------
                                                                                               7,467,104      6,599,047     1.7

           Beverage                    29,100    Uniao Cervejaria, S.A.(UNICER)                  790,773        716,749     0.2

           Building &                  72,600    Efacec S.A.                                   1,363,120      1,028,202     0.3
           Construction                72,600    Efacec S.A.(New Shares)                       1,238,401      1,028,202     0.3
                                       82,300    Soares da Costa S.A.                          1,477,775      1,519,813     0.4
                                      172,200    Sociedade de Empreitadas Somague, S.A.        1,342,194      1,643,535     0.4
                                                                                            ------------   ------------   ------
                                                                                               5,421,490      5,219,752     1.4

           Leisure &                    3,500    Estoril-Sol S.A.                                 26,263         25,905     0.0
           Entertainment

           Retail                      62,600    Jeronimo Martins S.A.                         2,895,368      4,047,028     1.0
                                       10,000    Sonae Investimentos S.A.                        112,457        166,872     0.0
                                                                                            ------------   ------------   ------
                                                                                               3,007,825      4,213,900     1.0

                                                 Total Investments in Portugal                16,713,455     16,775,353     4.3


Russia     Telecommunications          39,450    Petersburg Long Distance Corp.(ADR)(b)          301,256        325,462     0.1

                                                 Total Investments in Russia                     301,256        325,462     0.1
<PAGE>

Turkey     Banking                  5,098,000    Yapi Kredi Bankasi A.S.                       1,914,651        425,447     0.1

           Beverage                   502,400    Ege Biracilik Ve Malt Sanayii A.S.              472,057      1,193,311     0.3

           Food                       650,000  ++Kerevitas Gida Sanayi Ve Ticaret A.S.           474,164      1,272,669     0.3

           Multi-Industry             766,000    Dogan Sirketler Grubu Holding A.S.              927,803        248,326     0.1

           Retail                     507,000    Migros Turk A.S.                                357,126      1,448,339     0.4

           Steel                   12,500,000    Izmir Demir Celik Sanayii A.S.                  948,829        712,165     0.2

                                                 Total Investments in Turkey                   5,094,630      5,300,257     1.4


                                                 Total Investments in Europe                  71,362,213     66,541,127    16.7


LATIN
AMERICA

Argentina  Automobiles                267,991    Compania Interamericana de Automoviles S.A.
                                                   (CINA)                                      4,032,563      2,953,809     0.7

           Banking                    138,000    Banco de Galicia y Buenos Aires S.A.          1,408,096      1,375,771     0.3
                                      252,148    Banco Frances del Rio de la Plata S.A.        1,426,566      1,894,900     0.5
                                                                                            ------------   ------------   ------
                                                                                               2,834,662      3,270,671     0.8

           Energy                   1,551,800    Astra Compania Argentina de Petroleo S.A.     3,240,628      3,078,721     0.8
                                      205,000    Transportadora de Gas del Sur S.A.(d)         2,815,251      2,434,375     0.6
                                                                                            ------------   ------------   ------
                                                                                               6,055,879      5,513,096     1.4

           Telecommunications         200,000    Telecom Argentina Stet--France Telecom S.A.     983,748      1,038,076     0.3
                                       50,000    Telecom Argentina Stet--France Telecom S.A.
                                                   (ADR)(b)                                    3,065,372      2,637,500     0.7
                                       34,472    Telefonica de Argentina S.A.(ADR)(b)(d)       1,095,078      2,007,994     0.5
                                                                                            ------------   ------------   ------
                                                                                               5,144,198      5,683,570     1.5

                                                 Total Investments in Argentina               18,067,302     17,421,146     4.4
</TABLE>
<PAGE>


<TABLE>
CONSOLIDATED SCHEDULE OF INVESTMENTS (continued)                                                                   (in US dollars)
<CAPTION>
LATIN
AMERICA                           Shares Held/                                                                 Value     Percent of
(concluded)Industries             Face Amount             Investments                             Cost       (Note 1a)   Net Assets
<S>        <S>                  <C>            <S>                                          <C>            <C>            <C>
Brazil     Automotive                  91,300  ++Clark Automotive Products Corp. S.A.       $  1,006,260   $    947,237     0.2%

           Banking                679,339,024    Banco Bradesco S.A.                           4,552,110      3,874,507     1.0
                                   48,967,626    Banco Nacional S.A.                             970,334        993,410     0.2
                                                                                            ------------   ------------   ------
                                                                                               5,522,444      4,867,917     1.2

           Beverage                 5,644,200    Companhia Cervejaria Brahma PN(Preferred)     1,094,100      1,307,078     0.3
                                      574,872  ++Companhia Cervejaria Brahma S.A.
                                                   (Warrants)(c)                                  14,956            733     0.0
                                                                                            ------------   ------------   ------
                                                                                               1,109,056      1,307,811     0.3

           Electrical Equipment    10,763,900    Light--Servicios de Eletricidade S.A.         3,549,779      2,455,611     0.6

           Mining                  29,037,000    Companhia Vale do Rio Doce S.A. PN(CVRD)
                                                   (Preferred)                                 2,704,603      3,012,068     0.7

           Oil & Related           52,873,333    Petroleo Brasileiro S.A.                      7,250,168      5,302,512     1.3

           Retail                   1,500,000    Mesbla S.A.                                     350,350        310,048     0.1

           Steel                6,970,300,000    Usinas Siderurgicas de Minas
                                                   Gerais--Usiminas S.A.                       5,007,302      7,523,923     1.9

           Telecommunications          42,000    Telecomunicacoes Brasileiras S.A.--Telebras
                                                   (ADR)(b)(d)                                 1,471,188      1,606,500     0.4
                                   54,205,810    Telecomunicacoes Brasileiras S.A.--
                                                   Telebras ON                                 1,682,509      1,566,309     0.4
                                      240,591    Telecomunicacoes Brasileiras S.A.--
                                                   Telebras PN(Preferred)                         13,688          9,532     0.0
                                                                                            ------------   ------------   ------
                                                                                               3,167,385      3,182,341     0.8

           Utilities               14,942,400    Centrais Eletricas Brasileiras S.A.--
                                                   Eletrobras (Preferred)                      2,723,730      3,374,494     0.8

                                                 Total Investments in Brazil                  32,391,077     32,283,962     7.9
<PAGE>

Chile      Apparel                  6,890,201    Bata Chile S.A.                               1,945,911      1,896,941     0.5

           Utilities                   17,000    Compania de Telefonos de Chile S.A.(ADR)(b)   2,037,586      1,453,500     0.4

                                                 Total Investments in Chile                    3,983,497      3,350,441     0.9


Mexico     Banking                    380,500    Grupo Financiero Banamex Accival, S.A. 
                                                   de C.V.--Banacci                            3,682,726      2,424,425     0.6

           Beverage                    50,000    Fomento Economico Mexicano, S.A. de C.V.
                                                   (FEMSA)(ADR)(b)(d)                            195,000        204,375     0.0
                                      447,500    Fomento Economico Mexicano, S.A. de C.V.
                                                   (FEMSA)(Ordinary)                           1,780,336      1,848,083     0.5
                                       61,900    Grupo Embotellador de Mexico, S.A. de C.V.    1,747,469      1,562,975     0.4
                                                                                            ------------   ------------   ------
                                                                                               3,722,805      3,615,433     0.9

           Building &                 155,000    Grupo Tribasa, S.A. de C.V.(ADR)(b)           3,974,192      3,429,375     0.9
           Construction               806,500    Tolmex, S.A. de C.V.'B'                       5,928,905      8,160,162     2.0
                                                                                            ------------   ------------   ------
                                                                                               9,903,097     11,589,537     2.9

           Capital Goods              394,875    Cementos Mexicanos, S.A. de C.V.(Class B)
                                                   (ADR)(b)(d)                                 2,952,927      2,615,028     0.6
                                       89,437    Cementos Mexicanos, S.A. de C.V.(Class B)     1,607,850      1,162,681     0.3
                                                                                            ------------   ------------   ------
                                                                                               4,560,777      3,777,709     0.9

           Electrical                 287,800    Grupo Empresarial Fenix, S.A. de C.V. 
                                                   (ELEKTRA)'L'Shares                          2,404,684      2,644,534     0.7

           Financial Services          66,700    Grupo Financiero Bancomer, S.A. de C.V. 
                                                   (ADR)(b)(d)                                 2,224,175      1,467,400     0.4
                                       75,500    Grupo Financiero (GBM) Atlantico, S.A. 
                                                   de C.V.                                     1,528,241      1,510,000     0.4
                                      195,250  ++Servicios Financieros Quadrum, S.A. de C.V.
                                                   (ADR)(b)                                    2,452,895      3,001,969     0.7
                                                                                            ------------   ------------   ------
                                                                                               6,205,311      5,979,369     1.5

           Food                     1,600,000    Grupo Herdez, S.A. de C.V.'A'                 1,450,009      1,864,307     0.5

           Glass Manufacturing         56,000    Vitro, S.A. de C.V.                             387,158        355,162     0.1
                                       21,000    Vitro, S.A. de C.V.(ADR)(b)                     442,658        399,000     0.1
                                                                                            ------------   ------------   ------
                                                                                                 829,816        754,162     0.2
<PAGE>
           Health &                   225,000    Kimberly-Clark de Mexico, S.A. de C.V.        3,291,367      4,168,142     1.0
           Personal Care

           Leisure                    825,700    Grupo Carso, S.A. de C.V.'A'                  6,725,536      7,477,578     1.9
                                      105,000  ++Grupo Carso, S.A. de C.V.(ADR)(b)(d)          2,035,998      1,837,500     0.5
                                       80,000    Grupo Posadas, S.A. de C.V.(ADR)(b)(d)        1,172,100      1,320,000     0.3
                                       93,000    Grupo Situr, S.A. de C.V.(ADR)(b)(d)          1,700,594      2,418,000     0.6
                                      458,000    Grupo Situr, S.A. de C.V.'B'(Ordinary)        1,419,439      1,202,419     0.3
                                                                                            ------------   ------------   ------
                                                                                              13,053,667     14,255,497     3.6

           Metals                     450,000    Grupo Sidek, S.A. de C.V.                     2,041,234      1,922,124     0.5
                                       94,700    Grupo Simec, S.A. de C.V.(ADR)(b)             1,632,457      1,834,812     0.5
                                      745,000    Grupo Simec, S.A. de C.V.(Ordinary)             670,192        723,024     0.2
                                                                                            ------------   ------------   ------
                                                                                               4,343,883      4,479,960     1.2

           Retail                   2,375,000    Cifra, S.A. de C.V.'C'                        4,796,743      5,534,661     1.4

           Utilities                  331,250    Telefonos de Mexico, S.A. de C.V.(ADR)(b)    19,736,780     18,508,594     4.6

                                                 Total Investments in Mexico                  77,981,665     79,596,330    20.0


Panama     Beverage                    49,700    Panamerican Beverages, Inc.(Class A)          1,529,728      1,199,012     0.3

                                                 Total Investments in Panama                   1,529,728      1,199,012     0.3


Peru       Banking                    138,774    Banco de Credito de Peru S.A.                    94,494        253,122     0.1

           Mining                      61,268    Southern Peru Copper Corp. S.A.                 200,896        243,060     0.1

                                                 Total Investments in Peru                       295,390        496,182     0.2


Venezuela  Building &                  59,555    Corporacion Ceramica Carabobo CA--S.A.C.A.
           Construction                            (Class A)                                     170,883         49,380     0.0
                                       79,777    Corporacion Ceramica Carabobo CA--S.A.C.A.
                                                   (Class B)                                     131,693         70,156     0.0
                                                                                            ------------   ------------   ------
                                                                                                 302,576        119,536     0.0

           Building Materials          32,236    Venezolana de Cementos S.A.C.A.(VENCEMOS)        42,076         46,167     0.0

           Utilities                1,549,014    C.A. La Electricidad de Caracas
                                                   S.A.I.C.A.--S.A.C.A.                        4,219,681      2,483,093     0.6

                                                 Total Investments in Venezuela                4,564,333      2,648,796     0.6


                                                 Total Investments in Latin America          138,812,992    136,995,869    34.3
</TABLE>
<PAGE>


<TABLE>
CONSOLIDATED SCHEDULE OF INVESTMENTS (continued)                                                                   (in US dollars)
<CAPTION>
MIDDLE                            Shares Held/                                                                 Value     Percent of
EAST       Industries             Face Amount             Investments                             Cost       (Note 1a)   Net Assets
<S>        <S>                   <C>           <S>                                          <C>            <C>            <C>
Israel     Financial Services         633,600    Ampal-American Israel Corp.                $  7,841,524   $  4,276,800     1.1%
                                      543,600  ++Ampal-American Israel Corp.(Warrants)(c)              0        271,800     0.1
                                                                                            ------------   ------------   ------
                                                                                               7,841,524      4,548,600     1.2

                                                 Total Investments in Israel                   7,841,524      4,548,600     1.2


Pakistan   Banking                    190,060    Bank of Punjab                                  500,391        442,840     0.1

           Electrical Equipment       198,875    Karachi Electric Supply Corp. Ltd.              130,550        338,185     0.1

                                                 Total Investments in Pakistan                   630,941        781,025     0.2


                                                 Total Investments in the Middle East          8,472,465      5,329,625     1.4


PACIFIC
BASIN/ASIA

Australia  Media/Publishing           458,300    Nine Network Australia Ltd.                     949,114      1,422,460     0.4

           Merchandising              265,000    Amway Asia Pacific Ltd.                       7,549,106      9,208,750     2.3

           Paper & Pulp               438,800    Spicers Paper Ltd.                              808,666        801,139     0.2

                                                 Total Investments in Australia                9,306,886     11,432,349     2.9



China      Appliances &               676,000    Shenzhen China Bicycles'B'Co.(Holdings)Ltd.     501,114        542,269     0.1
           Household Durables
                                                 Total Investments in China                      501,114        542,269     0.1

<PAGE>
Hong Kong  Apparel                  3,172,000    Top Form International Ltd.                     909,258        459,651     0.1

           Automotive               1,744,000    Sime Darby(Hong Kong)Ltd.                     2,993,417      2,685,160     0.7

           Banking                    186,000    Hong Kong & Shanghai Banking Corp.
                                                   Holdings PLC                                2,012,703      2,033,510     0.5

           Broadcasting &           1,772,000    Ming Pao Enterprise Corp. Ltd.                  870,697      1,375,598     0.3
           Publishing

           Diversified              1,360,000    Jardine Matheson Holdings, Ltd.               9,627,936     10,469,660     2.6

           Electrical Equipment       358,000    Johnson Electric Holdings Ltd.                  897,892        838,375     0.2

           Financial Services      11,005,000    Winton Holdings Ltd.                          3,849,116      3,417,260     0.8

           Food                     9,039,000    C.P. Pokphand Co. Ltd.(Ordinary)              2,895,870      2,455,932     0.6

           Multi-Industry           1,500,000    Jardine Strategic Holdings, Ltd.              5,455,767      5,686,376     1.4

           Real Estate              2,200,000    Cheung Kong Holdings Ltd.                    10,484,759      9,606,676     2.4
                                    2,616,984    Hong Kong Resorts International Ltd.          3,065,333      2,454,798     0.6
                                    5,894,000    Sun Hung Kai Properties Ltd.                  3,575,674      2,974,072     0.7
                                                                                            ------------   ------------   ------
                                                                                              17,125,766     15,035,546     3.7

           Textiles                 7,740,000    United Success International Holdings Ltd.    1,029,241        731,039     0.2

           Utilities                2,510,000    The Hong Kong and China Gas Co.               5,090,848      4,806,314     1.2

           Utilities--Electric        975,500    China Light & Power Co., Ltd.                 5,056,996      4,985,412     1.2

                                                 Total Investments in Hong Kong               57,815,507     54,979,833    13.5


India      Aluminum                    60,000    Hindalco Industries Ltd.(GDS)(a)(d)             831,833      1,770,000     0.4
                                       26,500    Hindalco Industries Ltd.(Ordinary)              496,362        781,524     0.2
                                       30,000  ++Hindalco Industries Ltd.(Warrants)(c)           134,167        412,500     0.1
                                                                                            ------------   ------------   ------
                                                                                               1,462,362      2,964,024     0.7

           Broadcasting &             555,000    Videocon International Ltd.(ADR)(b)(d)        4,908,750      4,095,900     1.0
           Publishing

           Building &                  31,250    The Associated Cement Co. Ltd.                2,499,847      3,915,591     1.0
           Construction

           Business & Public           65,000    Western Paques(India)Ltd.                       233,861        518,093     0.1
           Services

           Chemicals                  360,500    Mardia Chemicals Ltd.                         1,567,246      1,724,055     0.4
<PAGE>
           Energy                     482,000    Bombay Suburban Electric Supply Co. Ltd.      3,020,772      3,211,797     0.8
                                  $   140,000    Bombay Suburban Electric Supply Co. Ltd.,
                                                   Convertible Debentures, 15.00% 
                                                   due 3/01/1995                                 267,793        267,814     0.1
                                                                                            ------------   ------------   ------
                                                                                               3,288,565      3,479,611     0.9

                                                 Total Investments in India                   13,960,631     16,697,274     4.1


Indonesia  Broadcasting &         $   745,000    P.T. Surya Citra Television, 4.00%
           Publishing                              due 7/01/1997                                 745,000        741,275     0.2

           Tobacco                    420,000    P.T. Gudang Garam                             2,010,276      1,819,606     0.5

                                                 Total Investments in Indonesia                2,755,276      2,560,881     0.7


Korea      Automotive                  27,026    Dong Ah Tire Industries                       1,248,434      1,661,847     0.4

           Banking                    330,000    Bank of Seoul                                 3,820,202      3,218,012     0.8
                                       69,507    Bank of Seoul(New Shares)                       491,307        677,801     0.2
                                                                                            ------------   ------------   ------
                                                                                               4,311,509      3,895,813     1.0

           Financial Services          69,050    Hanyang Securities Corp.                      1,619,850      1,200,870     0.3

           Food                        15,560    Lotte Confectionery Corp.                     1,412,542      1,700,969     0.4

           Pharmaceuticals             66,012    Choong Wae Pharmaceutical Corp.               2,678,277      3,247,298     0.8
                                       14,138    Choong Wae Pharmaceutical Corp.(New Shares)     506,305        507,563     0.1
                                                                                            ------------   ------------   ------
                                                                                               3,184,582      3,754,861     0.9

           Retail Stores               12,132    Shinsegae Department Store                      390,439      1,175,372     0.3

           Telecommunications           6,817    Korea Mobile Telecommunications Corp.         1,328,813      3,544,840     0.9

           Utilities                  118,470    Korea Electric Power Corp.                    4,008,319      4,417,386     1.1

                                                 Total Investments in Korea                   17,504,488     21,351,958     5.3


Malaysia   Building &                 561,000    IJM Corp. BHD                                 2,018,065      1,874,885     0.5
           Construction

           Financial Services       1,053,333    Commerce Asset-Holdings BHD                   2,206,151      3,742,828     0.9
                                        1,000    Idris Hydraulic BHD                               3,068          1,767     0.0
                                    1,653,000    Public Bank BHD 'Foreign'                     1,642,679      3,146,505     0.8
                                                                                            ------------   ------------   ------
                                                                                               3,851,898      6,891,100     1.7
<PAGE>
           Steel                    2,484,000    Maruichi(Malaysia)Steel Tube BHD              5,701,653      6,631,761     1.6

           Telecommunications         228,000    Leader Universal Holdings BHD                   339,992      1,217,425     0.3

                                                 Total Investments in Malaysia                11,911,608     16,615,171     4.1
</TABLE>


<TABLE>
CONSOLIDATED SCHEDULE OF INVESTMENTS (concluded)                                                                   (in US dollars)
<CAPTION>
PACIFIC BASIN/
ASIA                              Shares Held/                                                                 Value     Percent of
(concluded)Industries             Face Amount             Investments                             Cost       (Note 1a)   Net Assets
<S>        <S>                   <C>           <S>                                          <C>            <C>            <C>
New        Beverage                 1,000,000    D.B. Group Ltd.                            $   384,967    $    469,892     0.1%
Zealand
           Transportation           1,600,000    Ports of Auckland Ltd.                        1,991,529      2,046,112     0.5

                                                 Total Investments in New Zealand              2,376,496      2,516,004     0.6

Philip-    Beverage                   216,000    San Miguel Corp.'B'                             501,254      1,088,060     0.3 
pines
           Electric Utilities          44,679    Manila Electric Co. (MERALCO)'B'                165,929        562,655     0.1

           Telecommunications    $ 20,000,000    Philippine Long Distance Telephone Co., 
                                                   10.625% due 6/02/2004                      20,390,000     19,750,000     4.9

                                                 Total Investments in the Philippines         21,057,183     21,400,715     5.3


Singapore  Banking                    561,269  ++United Overseas Bank Ltd. (Warrants) (c)      1,307,919      2,302,547     0.5

                                                 Total Investments in Singapore                1,307,919      2,302,547     0.5

Sri Lanka  Building &                 262,500    Lankan Tiles                                    337,398        362,199     0.1
           Construction

           Diversified                 90,625    Aitken Spence                                   518,247        559,903     0.1

                                                 Total Investments in Sri Lanka                  855,645        922,102     0.2

<PAGE>
Thailand   Banking                    754,600    Bangkok Bank Ltd.'Foreign'                    5,061,874      5,728,086     1.4

           Insurance                  159,000    Ayudhya Insurance Co.'Foreign'                1,187,126      1,715,142     0.4

           Telecommunications          14,300    United Communication Industry Public 
                                                 Co. Ltd.                                        130,577        270,803     0.1

                                                 Total Investments in Thailand                 6,379,577      7,714,031     1.9


                                                 Total Investments in the 
                                                 Pacific Basin/Asia                          145,732,330    159,035,134    39.2

<CAPTION>
SHORT-TERM
SECURITIES                        Face Amount
<S>        <S>                   <C>             <S>                                        <C>            <C>            <C>
United     Commercial Paper*     $ 13,510,000    General Electric Capital Corp.,
States                                             4.30% due 7/01/1994                        13,510,000     13,510,000     3.3

                                                 Total Investments in Short-Term Securities   13,510,000     13,510,000     3.3


           Total Investments                                                                $397,619,542    400,343,930    99.6
                                                                                            ============
           Other Assets Less Liabilities                                                                      1,651,817     0.4
                                                                                                           ------------   ------
           Net Assets                                                                                      $401,995,747   100.0%
                                                                                                           ============   ======


        <FN>
          *Commercial Paper is traded on a discount basis; the interest rate shown is the
           discount rate paid at the time of purchase by the Fund.

         ++Non-income producing security.
        (a)Global Depositary Shares(GDS).
        (b)American Depositary Receipt(ADR).
        (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
           of certain conditions until the expiration date.
        (d)Restricted securities. The value of the Fund's investment in restricted securities
           was approximately $27,621,000, representing 6.87% of net assets.


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

<TABLE>
CONSOLIDATED STATEMENT OF ASSETS AND LIABILITIES
<CAPTION>
              As of June 30, 1994
<S>           <S>                                                                                     <C>             <C>        
Assets:       Investments, at value (identified cost--$397,619,542) (Note 1a)                                         $400,343,930
              Foreign cash                                                                                               2,473,712
              Cash                                                                                                         197,741
              Deposit for trade settlement                                                                                 334,401
              Receivables:
                Capital shares sold                                                                   $  1,074,539
                Dividends                                                                                  501,775
                Securities sold                                                                            438,349
                Interest                                                                                   226,736       2,241,399
                                                                                                      ------------
              Deferred organization expenses (Note 1g)                                                                       4,362
              Prepaid registration fees and other assets (Note 1g)                                                          63,164
                                                                                                                      ------------
              Total assets                                                                                             405,658,709
                                                                                                                      ------------


Liabilities:  Payables:
                Securities purchased                                                                     1,925,708
                Capital shares redeemed                                                                  1,176,574
                Investment adviser (Note 2)                                                                339,563       3,441,845
                                                                                                      ------------
              Accrued expenses and other liabilities                                                                       221,117
                                                                                                                      ------------
              Total liabilities                                                                                          3,662,962
                                                                                                                      ------------


Net Assets:   Net assets                                                                                              $401,995,747
                                                                                                                      ============


Net Assets    Common Stock, $0.10 par value, 200,000,000 shares authorized                                            $  2,751,386
Consist of:   Paid-in capital in excess of par                                                                         365,509,472
              Undistributed investment income-net                                                                          564,507
              Undistributed realized capital gains on investments and foreign currency 
              transactions--net                                                                                         30,521,564
              Unrealized appreciation on investments and foreign currency transactions--net                              2,648,818
                                                                                                                      ------------
              Net assets--Equivalent to $14.61 per share based on 27,513,862 shares of 
              capital outstanding                                                                                     $401,995,747
                                                                                                                      ============
              Maximum offering price per share ($14.61/.935)                                                          $      15.63
                                                                                                                      ============


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

<TABLE>
CONSOLIDATED STATEMENT OF OPERATIONS
<CAPTION>
              For the Year Ended June 30, 1994
<S>           <S>                                                                                     <C>             <C>
Investment    Dividends (net of $75,801 foreign withholding tax)                                                      $  5,002,484
Income        Interest and discount earned (net of $329,092 foreign withholding tax)                                     1,111,136
(Notes 1c &   Other income                                                                                                   2,509
1d):                                                                                                                  ------------
              Total income                                                                                               6,116,129
                                                                                                                      ------------

Expenses:     Investment advisory fees (Note 2)                                                                          3,033,147
              Custodian fees                                                                                               633,035
              Transfer agent fees (Note 2)                                                                                 205,494
              Printing and shareholder reports                                                                             107,754
              Accounting services (Note 2)                                                                                 101,404
              Foreign tax expense                                                                                           96,715
              Registration fees (Note 1g)                                                                                   93,793
              Professional fees                                                                                             75,061
              Directors' fees and expenses                                                                                  30,870
              Amortization of organization expenses (Note 1g)                                                               26,165
              Other                                                                                                         24,370
                                                                                                                      ------------
              Total expenses                                                                                             4,427,808
                                                                                                                      ------------
              Investment income--net                                                                                     1,688,321
                                                                                                                      ------------

Realized &    Realized gain (loss) from:
Unrealized      Investments--net                                                                      $ 37,400,204
Gain(Loss) on   Foreign currency transactions--net                                                      (1,010,111)     36,390,093
Investments &                                                                                         ------------    
Foreign       Change in unrealized appreciation/depreciation on:
Currency        Investments--net                                                                       (12,722,686)
Transactions    Foreign currency transactions--net                                                          84,801     (12,637,885)
- --Net(Notes                                                                                           ------------    ------------
1b, 1d & 3):  Net realized and unrealized gain on investments and foreign currency transactions                         23,752,208
                                                                                                                      ------------
              Net Increase in Net Assets Resulting from Operations                                                    $ 25,440,529
                                                                                                                      ============


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


<TABLE>
CONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETS
<CAPTION>
                                                                                                       For the Year Ended June 30,
              Increase (Decrease) in Net Assets:                                                          1994            1993
<S>           <S>                                                                                     <C>             <C>     
Operations:   Investment income--net                                                                  $  1,688,321    $  1,546,983
              Realized gain (loss) on investments and foreign currency transactions--net                36,390,093      (1,811,821)
              Change in unrealized appreciation/depreciation on investments and foreign currency
                transactions--net                                                                      (12,637,885)      6,852,494
                                                                                                      ------------    ------------
              Net increase in net assets resulting from operations                                      25,440,529       6,587,656
                                                                                                      ------------    ------------


Dividends &   Investment income--net                                                                      (902,496)     (1,572,465)
Distributions Realized gain on investments--net                                                         (4,808,440)     (8,062,455)
To Share-                                                                                             ------------    ------------
holders       Net decrease in net assets resulting from dividends and distributions to shareholders     (5,710,936)     (9,634,920)
(Note 1h):                                                                                            ------------    ------------


Capital Share Net increase in net assets derived from capital share transactions                       239,981,410      18,914,752
Transactions                                                                                          ------------    ------------
(Note 4):

Net Assets:   Total increase in net assets                                                             259,711,003      15,867,488
              Beginning of year                                                                        142,284,744     126,417,256
                                                                                                      ------------    ------------
              End of year*                                                                            $401,995,747    $142,284,744
                                                                                                      ============    ============
             <FN>
             *Undistributed investment income--net                                                    $    564,507    $   (221,318)
                                                                                                      ============    ============


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

<TABLE>
CONSOLIDATED FINANCIAL HIGHLIGHTS
<CAPTION>
              The following per share data and ratios have been derived                                             For the Period
              from information provided in the financial statements.                                                Sept. 1, 1989++
                                                                                  For the Year Ended June 30,         to June 30,
              Increase (Decrease) in Net Asset Value:                   1994        1993++++     1992         1991        1990
<S>           <S>                                                   <C>          <C>          <C>          <C>          <C>
Per Share     Net asset value, beginning of period                  $  11.62     $  11.92     $  10.43     $  11.58     $   9.60
Operating                                                           --------     --------     --------     --------     --------
Performance:    Investment income--net(1)                                .11          .12          .15          .24          .24
                Realized and unrealized gain (loss) on investments
                --net(1)                                                3.23          .42         1.59         (.75)        1.88
                                                                    --------     --------     --------     --------     --------
              Total from investment operations                          3.34          .54         1.74         (.51)        2.12
                                                                    --------     --------     --------     --------     --------
              Less dividends and distributions:
                Investment income--net                                  (.07)        (.14)        (.17)        (.15)        (.13)
                Realized gain on investments--net                       (.28)        (.70)        (.08)        (.49)        (.01)
                                                                    --------     --------     --------     --------     --------
              Total dividends and distributions                         (.35)        (.84)        (.25)        (.64)        (.14)
                                                                    --------     --------     --------     --------     --------
              Net asset value, end of period                        $  14.61     $  11.62     $  11.92     $  10.43     $  11.58
                                                                    ========     ========     ========     ========     ========


Total         Based on net asset value per share                      28.73%        5.17%       17.02%       (4.45%)      22.29%+++
Investment                                                          ========     ========     ========     ========     ========
Return:**

Ratios to     Expenses                                                 1.46%        1.71%        1.64%        1.77%        1.71%*
Average                                                             ========     ========     ========     ========     ========
Net Assets:   Investment income (loss)--net                             .63%        (.04%)       1.73%        1.98%        2.69%*
                                                                    ========     ========     ========     ========     ========


Supplemental  Net assets, end of period (in thousands)              $401,996     $142,285     $126,417     $111,947     $104,033
Data:                                                               ========     ========     ========     ========     ========
              Portfolio turnover                                      66.85%       91.72%       71.05%       84.74%       64.53%
                                                                    ========     ========     ========     ========     ========

         <FN>
           +++Aggregate total investment return.
           (1)Foreign currency transaction amounts have been reclassified to conform to the
              1994 presentation.
             *Annualized.
            **Total investment returns exclude the effects of sales loads.
            ++Commencement of Operations.
          ++++Based on average number of shares outstanding during the year.

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. Significant Accounting Policies:
Merrill Lynch Developing Capital Markets Fund, Inc. (the "Fund") is
registered under the Investment Company Act of 1940 as a non-diver-
sified, open-end management investment company. The following
is a summary of significant accounting policies followed by the Fund:

(a) Valuation of Securities--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
business on the day the securities are being valued or, lacking any
sales, at the last available bid price. Securities traded in the over-
the-counter market are valued at the last available bid prices obtained
from one or more dealers in the over-the-counter market prior to the
time of valuation. Portfolio securities which are traded both in the
over-the-counter market and on a stock exchange are valued
according to the broadest and most representative market. Options
written by the Fund are valued at the last asked price in the case of
exchange-traded options or, in the case of options traded in the
over-the-counter market, the average of the last asked price as
obtained from one or more dealers. Options purchased by the Fund
are valued at their last bid price in the case of exchange-traded
options or, in the case of options traded in the over-the-counter
market, the average of the last bid price as obtained from two or
more dealers. Other investments, including futures contracts and
related options, are stated at market value. Short-term securities
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 Fund's Board of Directors.

(b) 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.

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.
<PAGE>
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 deliv-
ered, or committed or anticipated to be purchased by the Fund.

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

(d) Security Transactions and Investment Income--Security trans-
actions are recorded on the dates the transactions are entered into
(the trade dates). Dividend income is recorded on the ex-dividend
date, except that the ex-dividend date has passed certain dividends
from foreign securities are recorded as soon as the Fund is informed
of the ex-dividend date. Interest income (including amortization of
discount) is recognized on the accrual basis. Realized gains and losses
on security transactions are determined on the identified cost basis.

(e) Options--The Fund can write covered call options and purchase
put options. When the Fund writes an option, an amount equal to
the premium received by the Fund is reflected as an asset and an
equivalent liability. The amount of the liability is subsequently
marked to market to reflect the current value of the option written.

When a security is sold through an exercise of an option, the
related premium received (or paid) is deducted from (or added to)
the basis of the security sold. When an option expires (or the Fund
enters into a closing transaction), the Fund realizes a gain or loss
on the option to the extent of the premiums received or paid
(or gain or loss to the extent the cost of the closing transaction
exceeds the premium paid or received).

Written and purchased options are non-income producing investments.

(f) Financial Futures Contracts--The Fund may purchase or sell stock
index futures contracts and options on such futures contracts. Upon
entering into a contract, the Fund deposits and maintains as collateral
such initial margin as required by the exchange on which the trans-
action is effected. Pursuant to the contract, the Fund agrees to receive
from or pay to the broker an amount of cash equal to the daily fluctua-
tion in value of the contract. Such receipts or payments are known as
variation margin and are recorded by the Fund as unrealized gains
or losses. When the contract is closed, the Fund records a realized
gain or loss equal to the difference between the value of the contract
at the time it was opened and the value at the time it was closed.
<PAGE>
(g) Deferred Organization Expenses and Prepaid Registration Fees--
Deferred organization expenses are charged to expense on a
straight-line basis over a five-year period. Prepaid registration fees
are charged to expense as the related shares are issued.

(h) Dividends and Distributions--Dividends and distributions paid
by the Fund are recorded on the ex-dividend dates.

(i) Basis of Consolidation--The accompanying consolidated financial
statements include the accounts of Inversiones en Mercado Accionario
de Valores Chile Limitada, a wholly-owned subsidiary, which primarily
invests in Chilean securities. Intercompany accounts and transac-
tions have been eliminated.

(j) Reclassification--Certain 1993 amounts have been reclassified
to conform to the 1994 presentation.

2. Investment Advisory Agreement and Transactions
with Affiliates:
The Fund has entered into an Investment Advisory Agreement
with Merrill Lynch Asset Management, L.P. ("MLAM"). Effective
January 1, 1994, the investment advisory business of MLAM was
reorganized from a corporation to a limited partnership. Both prior
to and after the reorganization, ultimate control of MLAM was vested
with Merrill Lynch & Co., Inc. ("ML & Co."). The general partner of
MLAM is Princeton Services, Inc., an indirect wholly-owned sub-
sidiary of ML & Co. The limited partners are ML & Co. and Merrill
Lynch Investment Management, Inc. ("MLIM"), which is also an
indirect wholly-owned subsidiary of ML & Co. The Fund has also
entered into a Distribution Agreement and a Distribution Plan with
Merrill Lynch Funds Distributor, Inc. ("MLFD" or "Distributor"),
a wholly-owned subsidiary of MLIM.

MLAM is responsible for the management of the Fund's portfolio
and provides the necessary personnel, facilities, equipment and
certain other services necessary to the operations of the Fund.
For such services, the Fund pays a monthly fee of 1.0%, on an
annual basis, of the average daily value of the Fund's net assets. The
Investment Advisory Agreement obligates MLAM to reimburse the
Fund to the extent the Fund's expenses (excluding interest, taxes,
distribution fees, brokerage fees and commissions, and extraordinary
items) exceed 2.5% of the Fund's first $30 million of average daily
net assets, 2.0% of the 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 MLAM during any fiscal year which
will cause such expenses to exceed the expense limitations at the
time of such payment.
<PAGE>
During the year ended June 30, 1994, MLFD earned underwriting
discounts of $589,253 and Merrill Lynch, Pierce, Fenner & Smith
Inc. ("MLPF&S") earned dealer concessions of $9,594,931 on sales
of the Fund's shares. MLPF&S also received $116,527 in commissions
on the execution of portfolio security transactions during the year.

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 MLAM at cost.

Certain officers and/or directors of the Fund are officers and/or
directors of MLIM, FDS, MLFD, MLPF&S, and/or ML & Co., Inc.

3. Investments:
Purchases and sales of investments, excluding short-term securities,
for the year ended June 30, 1994 were $404,119,381 and $178,087,326,
respectively.

Net realized and unrealized gains (losses) as of June 30, 1994 were
as follows:

                                                Realized          Unrealized
                                                  Gains              Gains
                                                (Losses)           (Losses)

Long-term investments                         $37,399,996         $2,724,388
Short-term investments                                208                 --
Foreign currency transactions                  (1,010,111)           (75,570)
                                              -----------         ----------
Total                                         $36,390,093         $2,648,818
                                              ===========         ==========

As of June 30, 1994, net unrealized appreciation for Federal income
tax purposes aggregated $2,724,388, of which $43,106,966 related
to appreciated securities and $40,382,578 related to depreciated
securities. The aggregate cost of investments at June 30, 1994 for
Federal income tax purposes was $397,619,542.
<PAGE>
4. Capital Share Transactions:
Transactions in capital shares were as follows:

For the Year Ended                                                 Dollar
June 30, 1994                                     Shares           Amount

Shares sold                                    20,121,319       $316,594,559
Shares issued to shareholders in reinvestment
of dividends & distributions to shareholders      332,847          4,929,176
                                              -----------       ------------
Total issued                                   20,454,166        321,523,735
Shares redeemed                                (5,183,789)       (81,542,325)
                                              -----------       ------------
Net increase                                   15,270,377       $239,981,410
                                              ===========       ============


For the Year Ended                                                 Dollar
June 30, 1993                                     Shares           Amount

Shares sold                                     2,825,803       $ 31,697,736
Shares issued to shareholders in reinvestment
of dividends & distributions to shareholders      744,456          7,999,187
                                               ----------       ------------
Total issued                                    3,570,259         39,696,923
Shares redeemed                                (1,927,987)       (20,782,171)
                                               ----------       ------------
Net increase                                    1,642,272       $ 18,914,752
                                               ==========       ============


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (concluded)

5. Commitments:
At June 30, 1994, the Fund entered into forward exchange contracts
under which it had agreed to sell foreign currencies with values of
approximately $89,000.

6. Subsequent Event:
On April 19, 1994, a second class of shares, Class B, was created
by action of the Fund's Board of Directors. The Class B Shares com-
menced operations on July 1, 1994. Class A Shares are sold with a
front-end sales charge and Class B Shares may be subject to a
contingent deferred sales charge.
<PAGE>

<AUDIT-REPORT>
INDEPENDENT AUDITORS' REPORT

The Board of Directors and Shareholders,
Merrill Lynch Developing Capital Markets Fund, Inc.:

We have audited the accompanying consolidated statement of assets
and liabilities, including the consolidated schedule of investments,
of Merrill Lynch Developing Capital Markets Fund, Inc. and its
subsidiary as of June 30, 1994, the related consolidated statements
of operations for the year then ended and changes in net assets for
each of the years in the two-year period then ended, and the
consolidated financial highlights for each of the years in the four-
year period then ended and the period September 1, 1989 (com-
mencement of operations) to June 30, 1990. These financial state-
ments 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 June 30,
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 consolidated financial statements and consoli-
dated financial highlights present fairly, in all material respects, the
financial position of Merrill Lynch Developing Capital Markets
Fund, Inc. and its subsidiary as of June 30, 1994, the results of their
operations, the changes in their net assets, and the consolidated
financial highlights for the respective stated periods in conformity
with generally accepted accounting principles.

Deloitte & Touche
Princeton, New Jersey
July 29, 1994
</AUDIT-REPORT>
<PAGE>

IMPORTANT TAX INFORMATION (unaudited)

The following information summarizes all per share distributions paid by 
Merrill Lynch Developing Capital Markets Fund, Inc. during the fiscal
year ended June 30, 1994:

<TABLE>
<CAPTION>
Record    Payable  Qualifying Domestic  Non-Qualifying Domestic  Foreign Source  Total Ordinary   Foreign Taxes      Long-Term
Date        Date     Ordinary Income        Ordinary Income           Income         Income      Paid or Withheld  Capital Gains
<C>       <C>            <C>                  <C>                   <C>            <C>              <C>               <C>
 8/03/93   8/11/93       $0.002911            $0.022002             $0.044111      $0.069024        $0.017166         $   --
12/14/93  12/22/93       $   --               $   --                $   --         $   --           $   --            $0.278020
</TABLE>



The qualifying domestic ordinary income qualifies for the dividends
received deduction for corporations.

Substantially all of the foreign taxes paid or withheld represent
taxes incurred by the Fund on dividends received by the Fund from
foreign sources. Foreign taxes paid or withheld should be included
in taxable income with an offsetting deduction from gross income or
as a credit for taxes paid to foreign governments. You should consult
your tax counsel or other tax advisers regarding the appropriate
treatment of foreign taxes paid.

Please retain this information for your records.
<PAGE>


PORTFOLIO CHANGES

              For the Quarter Ended June 30, 1994

Additions

              Baltic International USA, Inc.(Ordinary)
              Baltic International USA, Inc.(Warrants)
              Bank of Seoul(New Shares)
              China Light & Power Co., Ltd.
              Choong Wae Pharmaceutical Corp.
                (New Shares)
              Clark Automotive Products Corp. S.A.
             *Coflexip
              Efacec S.A.(New Shares)
              Grupo Carso, S.A. de C.V.(ADR)
              Grupo Embotellador de Mexico, S.A. de C.V.
              Grupo Financiero(GBM)Atlantico,
                S.A. de C.V.
              Grupo Sidek, S.A. de C.V.
              Grupo Tribasa, S.A. de C.V.(ADR)
              The Hong Kong and China Gas Co.
              Jardine Matheson Holdings, Ltd.
              Jardine Strategic Holdings, Ltd.
              Kerevitas Gida Sanayi Ve Ticaret A.S.
              Lenzing AG, 5.25% due 12/31/2001
              Mesbla S.A.
              P.T. Surya Citra Television, 4.00% due 7/01/1997
              Panamerican Beverages, Inc.(Class A)
              Pharmauti Gyogyszer es
                Elelmiszeripari Reszvenytarsasag
              Philippine Long Distance Telephone Co.,
                10.625% due 6/02/2004
              Telecomunicacoes Brasileiras S.A.--
                Telebras PN(Preferred)
              Transportadora de Gas del Sur S.A.
              Unternehmensgruppe OMV AG(New Shares)
              Vitro, S.A. de C.V.(ADR)
              Vitro, S.A. de C.V.
<PAGE>

Deletions
              CIN--Corporacao Industrial do Norte S.A.
             *Coflexip
              Coflexip(ADR)
              Empresas ICA Sociedad Controladora,
                S.A. de C.V.
              Fiat Group S.p.A.(Preferred)(Warrants)
              Finance One PLC, 5.75% due 6/17/2003
              Golden Plus Holdings BHD
              Hang Lung Development Co. Ltd.(Warrants)
              La Rinascente S.p.A.
              Lonrho PLC
              P.T. Hanjaya Mandala Sampoerna
              Parkway Holdings Ltd.
              Sino Land Co., Ltd.
              Sino Land Co., Ltd.(1995 Warrants)
              Tan & Tan Development BHD
              Tat Konservecili A.S.
             [FN]
             *Added and deleted in the same quarter.


OFFICERS AND DIRECTORS

Arthur Zeikel, President and Director
Donald Cecil, Director
Edward H. Meyer, Director
Charles C. Reilly, Director
Richard R. West, Director
Terry K. Glenn, Executive Vice President
Norman R. Harvey, Senior Vice President
Donald C. Burke, Vice President
Grace Pineda, Vice President and Portfolio Manager
Gerald M. Richard, Treasurer
Mark B. Goldfus, Secretary
<PAGE>

APPENDIX: GRAPHIC AND IMAGE MATERIALS.

ITEM 1.
Asset Allocation as a Percentage* of Net Assets as of June 30, 1994

A map illustrating the following percentages:

Peru               0.2%       Mexico            20.0%
Panama             0.3        Chile              0.9
Venezuela          0.6        Argentina          4.4
Brazil             7.9        Morocco            3.1
Portugal           4.3        South Africa       1.6
Hungary            2.8        Turkey             1.4
Austria            1.8        Israel             1.2
Poland             0.7        Sri Lanka          0.2
Czech Republic     2.2        Malaysia           4.1
Latvia             0.1        Indonesia          0.7
Russia             0.1        Hong Kong         13.5
Greece             3.3        Philippines        5.3
Pakistan           0.2        Australia          2.9
India              4.1        New Zealand        0.6
Thailand           1.9
Singapore          0.5
China              0.1
Korea              5.3

[FN]
*Total may not equal 100%.
<PAGE>

ITEM 2:

Total Return Based on a $10,000 Investment

A line graph depicting the growth of an investment in the Fund
compared to growth of an investment in the Morgan Stanley Capital
International EAFE Index. Beginning and ending values are:

                                                 9/01/89**      6/94

ML Developing Capital Markets
Fund, Inc.*++                                    $ 9,350        $17,309

Morgan Stanley Capital International
EAFE Index++++                                   $10,000        $11,881

[FN]
*   Assuming maximum sales charge, transaction costs and other
    operating expenses, including advisory fees.
**  Commencement of Operations.
++  ML Developing Capital Markets Fund, Inc. invests in
    securities, principally equities, of issuers in countries
    having smaller capital markets.
++++This unmanaged Index measures the total returns of developed
    foreign stock markets in Europe, Asia and the Far East.



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