MERRILL LYNCH DEVELOPING CAPITAL MARKETS FUND INC
N-30D, 1995-08-24
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MERRILL LYNCH
DEVELOPING
CAPITAL MARKETS
FUND, INC.








FUND LOGO







Annual Report

June 30, 1995








<PAGE>
Officers and Directors
Arthur Zeikel, President and Director
Donald Cecil, Director
Edward H. Meyer, Director
Charles C. Reilly, Director
Richard R. West, Director
Edward D. Zinbarg, 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

Custodian
The Chase Manhattan Bank, N.A.
Gobal Securities Services
4 Chase MetroTech Center, 18th Floor
Brooklyn, NY 11245

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








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.
<PAGE>
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.



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, 1995

<PAGE>
A map illustrating the following percentages:

Ecuador                       0.2%
Panama                        0.6%
Venezuela                     0.6%
Brazil                        8.7%
Portugal                      5.4%
Hungary                       1.9%
Czech Republic                1.5%
Poland                        0.6%
Russia                        0.5%
Greece                        3.4%
Turkey                        2.9%
Pakistan                      0.2%
India                         5.6%
China                         0.5%
South Korea                   9.2%
Taiwan                        0.5%
Mexico                        7.1%
Peru                          0.7%
Chile                         1.0%
Argentina                     2.5%
Morocco                       2.4%
South Africa                  8.2%
Israel                        0.2%
Sri Lanka                     0.1%
Malaysia                      3.5%
Indonesia                     5.4%
Hong Kong                     3.8%
Philippines                   0.9%
Australia                     2.0%
New Zealand                   0.6%


[FN]
*Total may not equal 100%.




<PAGE>
DEAR SHAREHOLDER


Fiscal Year in Review
For the year ended June 30, 1995, the total return for Merrill Lynch
Developing Capital Markets Fund, Inc.'s Class A Shares was -1.67%
and Class B Shares was -2.22% since inception (July 1, 1994) through
June 30, 1995. Since inception (October 21, 1994) through June 30,
1995, the Fund's Class C and Class D Shares had total returns of 
-14.97% and -14.49%, respectively. For the year ended June 30, 1995,
the unmanaged Morgan Stanley Capital International Emerging Markets
Free Index total return was -0.02%. The Fund's performance benefited
from its investments in countries such as Greece, Turkey, New Zealand 
and Peru, which rose more than 20% in US dollar terms. However, these 
gains were offset by the 40% correction in the Mexican stock market. 
(Fund results do not include applicable sales charges and would be 
lower if sales charges were included. Complete performance information
can be found on pages 4 through 6 of this report to shareholders.)

Our investment approach during the past year was cautious. We
believe this was appropriate because we considered many of the
stocks in emerging markets to be expensive, particularly in light of
rising US interest rates and the financial crisis in Mexico. We
built up our cash position and overweighted emerging European
markets which are less sensitive to US interest rate movements. We
focused on stock valuation, finding attractively priced stocks in
Brazil, South Korea and Turkey, and built up our holdings there. We
initiated investments in fixed-income securities in Indonesia and
South Africa since fixed-income yields in those countries compared
favorably to stock valuations. We started to reduce our Fund's
holdings in Mexico during the weeks prior to and after the
devaluation.

Our somewhat defensive strategy benefited performance until US
interest rates started to stabilize early this year. This re-
introduced excess liquidity to the world's markets. Given their
limited liquidity and their high sensitivity to US interest rates,
the Asian and Latin markets, which we were most cautious about,
surged.

This year, the global growth and interest rate environment is more
favorable for emerging markets investments. We expect stable growth
in the major economies, such as the United States and Germany, with
room for interest rates to decline. While this is extremely
beneficial for the countries in which we invest, we are aware of the
potential domestic economic and political risks in the developing
countries, and continue to emphasize finding good values in their
markets.
<PAGE>
We have maintained a cautious stance in Asia. We believe valuations
are excessively high, and blue chip earnings growth has been
disappointing, particularly after adjusting for inflation. Some
market analysts justify higher prices for Asian stocks on the basis
of the region's political stability. But there are developments,
such as the rising trade tension between the United States and
China, which should not be taken for granted, in our opinion. In
this environment, we favor investments in stable currency countries,
such as Singapore and South Korea, and in markets where there is
greater scope for monetary policy easing, such as Indonesia and
India.

Investment Outlook & Activities
Among our investments is C.P. Pokphand, Co. Ltd., a Bermuda-based
holding company which is listed in Hong Kong. Its agricultural-
industrial operations span from China to Turkey. In China, in
addition to producing animal feed, C.P. Pokphand makes motorcycles,
and has entered into a retailing/distribution joint venture with Wal-
Mart. In Turkey, the company mills chicken feeds for distribution in
the European markets. C.P. Pokphand's profits were hurt by the
relaxation of food price controls, which are a necessary part of
China's market reforms. However, we believe that once prices
stabilize, the company's earning potential will increase
dramatically.

The Fund has investments in Indonesian cable companies, P.T.
Kabelmetal Indonesia and P.T. Supreme Cable Manufacturing Co.
(Sucaco). These companies operate in a very competitive industry in
which few participants will benefit from government infrastructure
spending in the coming years. However, Kabelmetal and Sucaco are
positioned to do so. They are highly innovative and efficiently run,
and can provide the technologically advanced products which are
required by the national power and telecommunications companies.

In Latin America, government policies are on the right track. Most
of the bad news regarding the Mexican financial crisis is already
out, and stock prices have surged. However, caution is warranted
because we believe that the market rallies were driven largely by
excess liquidity as US interest rates were expected to decline. We
believe that further rallies, particularly in Argentina and Mexico,
will be constrained by US monetary policy.

Our strategy in Latin America is twofold. We are somewhat defensive
in the event of near-term volatility in our markets. However, at the
same time, we are building solid foundations in those companies
which will benefit in the long term. For the most part, the
companies are characterized by strong managements and attractive
valuations. Some of the stocks we hold in Brazil and Mexico are
Companhia Cevejaria Brahma S.A. PN and Apasco, S.A. de C.V.
<PAGE>
Brahma is the largest beer company in Brazil and the sixth-largest
beer company in the world when measured by volume sales. The company
had a 50% market share until the second half of 1994. At that time,
it started to lose market share because it did not have the capacity
needed to keep up with the surge in demand which followed the July
1994 price stabilization plan. However, new capacity will be
available in 1996, and we expect Brahma to regain its market
position. The outlook for volume growth in Brazil is still very
positive, and Brahma's valuation remains attractive. Apasco, the
second-largest cement producer in Mexico, is controlled by the Swiss
cement company, Holderbank. It has a very low debt position, which
is primarily long term and at a fixed rate. Apasco will benefit from
operation in an oligopolistic market, where its main competitor is
very leveraged and has incentive to maintain prices. Apasco gained
market share over the past five years, and current volume trends
suggest that it will continue to in 1995.

We are increasing the Fund's investments in Europe because we
believe that the countries in the periphery will get a leveraged
benefit from lower German interest rates. At the same time, domestic
developments in these countries bode well for their stock markets.
In Poland, for example, an economic resurgence driven by exports is
underway and inflation is manageable. Among the stocks we hold in
the Fund is T.C. Debica, a Polish company which manufactures and
sells tires. Auto production is increasing in Poland and we expect
manufacturers such as Fiat and Peugeot to source more tires locally.
Debica exports as well, and the bulk of its exports go to the
European Union.

In Russia, while economic, currency and political risks are great,
we believe that the low prices for the country's natural resource
companies already reflect much of this. On the positive side, market
reforms are proceeding rapidly, and privatizations are the fastest
and largest that we have seen in developing countries. As a result,
after only a few years of reforms, the size of the Russian market is
already $20 billion. Currently the Fund cannot buy Russian shares
directly, so we are investing through a country fund and exploring
other vehicles.

In the Middle East, we believe that the Israeli market has one of
the brightest near-term prospects among the markets in which the
Fund invests. Israel's economic management is sound and growth over
the past five years averaged close to 6%. The Israeli stock market
is an emerging market although the country's gross domestic product
per capita is similar to Spain's. Israel has internationally
competitive industries, such as pharmaceuticals, as well as
domestically oriented ones which are extremely underdeveloped, such
as retailing. We plan to initiate investments in these areas in the
coming months.
<PAGE>
In Conclusion
We believe that global growth and the interest rate environment are
favorable for emerging markets. We will continue to pay close
attention to progress in structural reforms in these countries, and
to emphasize value when we select stocks.

Sincerely,






(Arthur Zeikel)
Arthur Zeikel
President






(Grace Pineda)
Grace Pineda
Vice President and Portfolio Manager



August 3, 1995





<PAGE>
PROXY RESULTS


During the year ended June 30, 1995, Merrill Lynch Developing
Capital Markets Fund, Inc. shareholders voted on the following
proposals. Proposals 1, 2 and 4 were approved at a special
shareholders' meeting on September 28, 1994. Proposal 3 was passed
at a special shareholders' meeting on January 31, 1995. The
description of each proposal and number of shares voted are as
follows:

<TABLE>
<CAPTION>
                                                                                      Shares Voted    Shares Voted
                                                                                          For       Without Authority
<S>                                                 <S>                                <C>               <C>
1. To elect the Fund's Board of Directors:          Donald Cecil                       27,622,730        515,026
                                                    Edward H. Meyer                    27,622,730        515,026
                                                    Charles C. Reilly                  27,624,576        513,180
                                                    Richard R. West                    27,624,576        513,180
                                                    Arthur Zeikel                      27,624,576        513,180

<CAPTION>
                                                                                  Shares Voted  Shares Voted  Shares Voted
                                                                                      For         Against       Abstain
<S>                                                                                <C>           <C>           <C>
2. To select Deloitte & Touche LLP as the Fund's independent auditors.             27,507,637      151,771       478,349
3. To approve certain changes to the Fund's fundamental investment restrictions.   13,286,881      515,985       835,647
4. To amend the Fund's articles of incorporation to implement the Merrill Lynch
   Select Pricing SM System.                                                       25,718,939    1,150,324     1,268,493
</TABLE>





PERFORMANCE DATA


About Fund Performance

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

* Class A Shares incur a maximum initial sales charge (front-end
  load) of 5.25% and bear no ongoing distribution or account
  maintenance fees. Class A Shares are available only to eligible
  investors.
<PAGE>
* Class B Shares are subject to a maximum contingent deferred sales
  charge of 4% if redeemed during the first year, decreasing 1% each
  year thereafter to 0% after the fourth year. In addition, Class B
  Shares are subject to a distribution fee of 0.75% and an account
  maintenance fee of 0.25%. These shares automatically convert to
  Class D Shares after approximately 8 years.

* Class C Shares are subject to a distribution fee of 0.75% and an
  account maintenance fee of 0.25%. In addition, Class C Shares are
  subject to a 1% contingent deferred sales charge if redeemed within
  one year of purchase.

* Class D Shares incur a maximum initial sales charge of 5.25% and
  an account maintenance fee of 0.25% (but no distribution fee).

Performance data for the Fund's Class A Shares are presented in the
"Total Return Based on a $10,000 Investment" graph and "Average
Annual Total Return" table on page 5. "Aggregate Total Return"
tables for Class B, Class C and Class D Shares are also presented on
page 5. Data for all of the Fund's shares are presented in the
"Recent Performance Results" table on page 6.

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

None of the past results shown should be considered a 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. Dividends paid to each class
of shares will vary because of the different levels of account
maintenance, distribution and transfer agency fees applicable to
each class, which are deducted from the income available to be paid
to shareholders.




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

<PAGE>
A line graph depicting the growth of an investment in the Fund's
Class A Shares compared to growth of an investment in the Morgan
Stanley  Capital International EAFE Index and Morgan Stanley
Capital International Emerging Markets Free Index. Beginning and
ending values are:


                                             9/01/89**       6/95

ML Developing Capital Markets
Fund, Inc.++--Class A Shares*                $ 9,475        $17,248
Morgan Stanley Capital Intetrnational
EAFE Index++++                               $10,000        $12,077
Morgan Stanley Capital Internatinal
Emerging Markets Free Index++++++            $10.000        $30,503


[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 small capital markets.
  ++++This unmanaged Index measures the total returns of developed
      foreign stock markets in Europe, Asia and the Far East.
++++++This unmanaged Index measures the total returns of emerging
      foreign stock markets in Europe, Asia and the Far East.





Average Annual
Total Return--
Class A Shares*


                                     % Return Without % Return With
Period Covered                         Sales Charge    Sales Charge**

Year Ended 6/30/95                        - 1.67%         -6.83%
Five Years Ended 6/30/95                  + 8.28          +7.12
Inception (9/1/89) through 6/30/95        +10.82          +9.80

[FN]
 *Maximum sales charge is 5.25%.
**Assuming maximum sales charge.


<PAGE>
Aggregate
Total Return


                                         % Return        % Return
Class B Shares*                        Without CDSC     With CDSC**

Period Covered
Inception (7/1/94) to 6/30/95             - 2.22%        - 5.84%

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



                                         % Return        % Return
Class C Shares*                        Without CDSC     With CDSC**

Period Covered
Inception (10/21/94) to 6/30/95           -14.97%        -15.75%

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



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

Period Covered
Inception (10/21/94) to 6/30/95           -14.49%        -18.98%

[FN]
 *Maximum sales charge is 5.25%.
**Assuming maximum sales charge.



PERFORMANCE DATA (concluded)
<PAGE>
<TABLE>
Recent
Performance
Results*
<CAPTION>
                                                                                                       12 Month      3 Month
                                                                  6/30/95     3/31/95     6/30/94++    % Change++    % Change
<S>                                                                <C>         <C>         <C>         <C>            <C>
ML Developing Capital Markets Fund Class A Shares                  $13.35      $12.82      $14.61      - 4.50%(1)     +4.13%
ML Developing Capital Markets Fund Class B Shares                   13.24       12.74       14.54      - 4.82(1)      +3.92
ML Developing Capital Markets Fund Class C Shares                   13.22       12.73       16.71      -17.30(1)      +3.85
ML Developing Capital Markets Fund Class D Shares                   13.33       12.81       16.77      -16.92(1)      +4.06
ML Developing Capital Markets Fund Class A Shares--Total Return                                        - 1.67(2)      +4.13
ML Developing Capital Markets Fund Class B Shares--Total Return                                        - 2.22(3)      +3.92
ML Developing Capital Markets Fund Class C Shares--Total Return                                        -14.97(4)      +3.85
ML Developing Capital Markets Fund Class D Shares--Total Return                                        -14.49(5)      +4.06

<FN>
  *Investment results shown do not reflect sales charges; results
   shown would be lower if a sales charge was included.
 ++Class B Shares commenced operations on 7/01/94. Class C and Class
   D Shares commenced operations on 10/21/94.
(1)Percent change includes reinvestment of $0.653 per share capital
   gains distributions.
(2)Percent change includes reinvestment of $0.447 per share ordinary
   income dividends and $0.653 per share capital gains distributions.
(3)Percent change includes reinvestment of $0.412 per share ordinary
   income dividends and $0.653 per share capital gains distributions.
(4)Percent change includes reinvestment of $0.425 per share ordinary
   income dividends and $0.653 per share capital gains distributions.
(5)Percent change includes reinvestment of $0.442 per share ordinary
   income dividends and $0.653 per share capital gains distributions.
</TABLE>



<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                 150,000   Wafa Bank                               $  5,810,251     $  6,124,508      1.1%

             Building &              161,154   Groupe Omnium Nord Africain                6,606,902        6,579,926      1.2
             Construction

             Building                  8,000   Les Ciments de l'Oriental                    272,020          317,033      0.1
             Materials

                                               Total Investments in Morocco              12,689,173       13,021,467      2.4


South        Beverage                193,300   South African Breweries Ltd.               4,536,254        5,516,401      1.0
Africa                                45,227   South African Breweries Ltd. (ADR) (b)       956,130        1,288,970      0.2
                                                                                       ------------     ------------    ------
                                                                                          5,492,384        6,805,371      1.2
<PAGE>
             Beverages &             570,300   Rembrandt Group Ltd.                       4,334,695        3,921,744      0.7
             Tobacco

             Mining                   95,000   De Beers Consolidated Mines Ltd.
                                                 (ADR)(b)                                 2,201,328        2,458,125      0.4

             Multi-Industry          289,400   The Morgan Stanley Africa Investment
                                                 Fund, Inc.                               3,357,059        3,328,100      0.6
                                     106,600   New South Africa Fund, Inc.                1,495,194        1,532,375      0.3
                                      90,900   Southern Africa Fund, Inc.                 1,331,240        1,283,963      0.2
                                                                                       ------------     ------------    ------
                                                                                          6,183,493        6,144,438      1.1

             Steel                 2,413,340   South Africa Iron & Steel Industrial
                                                 Corporation, Ltd.                        2,616,810        2,741,602      0.5

             Transportation   ZAL 87,100,000   Transnet Ltd., 15% due 10/01/1995         21,325,967       23,838,399      4.3

                                               Total Investments in South Africa         42,154,677       45,909,679      8.2


                                               Total Investments in Africa               54,843,850       58,931,146     10.6



EUROPE


Czech        Banking                  13,500   Komercni Banka                             2,034,490          679,180      0.1
Republic
             Electrical                9,206 ++Podnik Vypocetni Techniky (PVT)
             Equipment                           (Preferred)                              1,903,926          819,420      0.1

             Food                     43,000 ++Ceska General Food A.S.                    4,520,734        3,627,709      0.7

             Paper                    60,807   SEPAP A.S.                                 3,025,696        3,082,708      0.6

                                               Total Investments in the Czech
                                               Republic                                  11,484,846        8,209,017      1.5


Greece       Banking                  84,650   Ergo Bank (Registered) S.A.                3,038,469        3,895,978      0.7

             Beverage                183,750   Hellenic Bottling Co. S.A. (Bearer)        2,892,532        5,458,244      1.0

             Food                    407,308   Delta Dairy S.A. (Ordinary)                8,341,550        8,476,527      1.5
                                      45,287   Delta Dairy S.A. (Preferred)               1,170,377          870,981      0.2
                                                                                       ------------     ------------    ------
                                                                                          9,511,927        9,347,508      1.7

                                               Total Investments in Greece               15,442,928       18,701,730      3.4

<PAGE>
Hungary      Food                     56,807 ++Pick Szeged Reszvenytarsasag
                                                 (GDS) (a) (e)                            2,947,401        2,881,535      0.5
             Insurance               230,000   Pharmauti Gyogyszer es
                                                 Elelmiszeripari Reszvenytarsasag
                                                 (ADR) (b)(e)                             2,638,750        1,897,500      0.3

             Pharmaceuticals          12,000 ++Gedeon Richter Ltd.                          199,500          192,000      0.0

             Retail Stores         1,142,000 ++FOTEX RT-Fotex Elso Amerikai-Magyar
                                                 Fotoszolgaltatasi Reszvenytarsasag       5,506,157        1,671,220      0.3

             Telecommunications       26,510   Magyar TavKzlesi Reszvenytarsasag 
                                                 (Ordinary)                               5,403,627        4,204,514      0.8

                                               Total Investments in Hungary              16,695,435       10,846,769      1.9


Poland       Appliances &             89,000 ++Swarzedzkie Fabryki Mebli S.A.             2,102,193          817,560      0.1
             Household

             Durables

             Automotive               70,000 ++T.C. Debica                                  993,561          986,969      0.2

             Banking                 243,029   Wielkopolski Bank Kredytowy                1,809,800          591,867      0.1

             Beverage                  1,275 ++Zaklady Piwowarskie w Zywcu S.A.
                                                 (Zywiec)                                    97,645           96,422      0.0

             Electrical              150,000   Elektrim Towarzystwo Handlowe S.A.         1,916,544          528,733      0.1
             Equipment

             Engineering &           136,000 ++Mostostal--Export S.A.                       354,819          342,833      0.1
             Construction

             Food                     40,000   International Fast Food Corp.                267,500           42,500      0.0

                                               Total Investments in Poland                7,542,062        3,406,884      0.6
</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>
Portugal     Banking                 352,212   Banco Comercial Portugues S.A.
                                                 (Registered)                          $  4,850,549     $  4,664,039      0.8%
                                      77,000   Banco Totta E Acores S.A.                  1,657,285        1,632,695      0.3
                                                                                       ------------     ------------    ------
                                                                                          6,507,834        6,296,734      1.1

             Building &              145,200   Efacec S.A.                                2,601,521        1,728,099      0.3
             Construction            320,400   Soares da Costa S.A.                       5,230,896        5,691,373      1.0
                                     107,200   Sociedade de Empreitadas Somague S.A.        755,699          696,580      0.1
                                                                                       ------------     ------------    ------
                                                                                          8,588,116        8,116,052      1.4

             Retail                  125,200   Jeronimo Martins S.A.                      2,895,368        6,379,891      1.2
                                     354,350   Sonae Investimentos-SGPS S.A.              7,668,173        8,485,495      1.5
                                                                                       ------------     ------------    ------
                                                                                         10,563,541       14,865,386      2.7

             Telecommunications       51,500 ++Portugal Telecom S.A. (ADR) (b)              964,338          972,062      0.2

                                               Total Investments in Portugal             26,623,829       30,250,234      5.4


Russia       Multi-Industry          184,000   Templeton Russia Fund, Inc.                2,677,200        2,677,200      0.5

                                               Total Investments in Russia                2,677,200        2,677,200      0.5


Turkey       Automotive            1,400,000   Tofas Turk Otomobil Fabrikasi A.S.         1,266,868        1,235,853      0.2

             Beverage              1,708,160 ++Ege Biracilik Ve Malt Sanayii A.S.           472,057        2,010,510      0.4

             Building              2,583,000   Alarko Holdings A.S.                       2,017,717        2,280,149      0.4
             Materials

             Food                    750,000 ++Kerevitas Gida Sanayii Ve
                                                 Ticaret A.S.                               546,032        2,037,121      0.4

             Industrial            2,078,332 ++Turk Siemens Kablo Ve Elektrik
             Components                          Sanayii A.S.                               392,822          635,072      0.1

             Insurance             8,911,000   Aksigorta A.S.                             2,227,750        1,734,599      0.3

             Retail                5,401,500   Migros Turk A.S.                           3,320,905        6,051,930      1.1

                                               Total Investments in Turkey               10,244,151       15,985,234      2.9


                                               Total Investments in Europe               90,710,451       90,077,068     16.2

<PAGE>
LATIN
AMERICA


Argentina    Automobiles             215,436   Compania Interamericana de
                                                 Automoviles S.A. (CINA)                  3,264,299        1,045,074      0.2

             Foreign          ARS 15,250,000   Republic of Argentina, 7.312%
             Government                          due 3/31/2005                            9,718,500        9,226,250      1.7
             Obligation

             Oil &                 1,551,800   Astra Compania Argentina de
             Related                             Petroleo S.A.                            3,240,628        2,328,166      0.4

             Real Estate              49,000   Inversiones y Representaciones
                                                 S.A. (GDR)(d)                            1,270,753        1,139,250      0.2

                                               Total Investments in Argentina            17,494,180       13,738,740      2.5


Brazil       Automotive              159,300   CAPCO Automotive Products
                                                 Corporation S.A.                         2,105,696        1,234,575      0.2

             Banking             660,439,023   Banco Bradesco S.A. (Preferred)            4,497,996        5,593,294      1.0
                                  11,926,207   Banco Bradesco S.A. (Preferred)
                                                 (Receipts)**                                88,923          101,004      0.0
                                  42,567,626   Banco Nacional S.A. (Preferred)              892,993          827,319      0.1
                                                                                       ------------     ------------    ------
                                                                                          5,479,912        6,521,617      1.1

             Beverage             13,769,200 ++Companhia Cervejaria Brahma
                                                 S.A. PN (Preferred)                      3,785,725        4,514,832      0.8
                                      97,313 ++Companhia Cervejaria Brahma
                                                 S.A. PN (Preferred) (Pro Rata)              22,355           31,908      0.0
                                     574,872 ++Companhia Cervejaria Brahma S.A.
                                                 (Preferred) (Warrants) (c)                  14,956           74,902      0.0
                                                                                       ------------     ------------    ------
                                                                                          3,823,036        4,621,642      0.8

             Electrical           17,753,900   Light--Servicios de Eletricidade S.A.      6,393,851        5,590,262      1.0
             Equipment

             Food                 11,020,000   La Bombril S.A. PN (Preferred)               255,679          229,733      0.0

             Mining               31,057,000   Companhia Vale do Rio Doce S.A. PN
                                                 (Preferred)                              5,239,937        4,687,213      0.8

             Oil & Related        46,963,333   Petroleo Brasileiro S.A. (Preferred)       6,380,127        3,977,351      0.7
<PAGE>
             Paper & Forest        2,500,000 ++MelPaper S.A. (Preferred)                  1,631,371          542,888      0.1
             Producers

             Retail                1,500,000 ++Mesbla S.A. (Preferred)                      350,350           89,577      0.0

             Steel             4,756,900,000   Usinas Siderurgicas de Minas Gerais--
                                                 Usiminas S.A. (Preferred)                3,918,468        5,371,525      1.0

             Telecommunications      198,500   Telecomunicacoes Brasileiras S.A.--
                                                 Telebras (ADR) (b) (e)                   8,023,799        6,500,875      1.2
                                  53,142,632   Telecomunicacoes Brasileiras S.A.--
                                                 Telebras ON                              1,682,509        1,505,996      0.3
                                   1,288,771   Telecomunicacoes Brasileiras S.A.--
                                                 Telebras ON (Pro Rata)                      90,344           36,522      0.0
                                 144,564,938   Telecomunicacoes Brasileiras S.A.--
                                                 Telebras PN (Preferred)                  6,320,115        4,756,045      0.9
                                   5,546,475   Telecomunicacoes Brasileiras S.A.--
                                                 Telebras PN (Preferred) (Pro Rata)         388,513          182,474      0.0
                                                                                       ------------     ------------    ------
                                                                                         16,505,280       12,981,912      2.4

             Utilities             4,242,400   Centrais Eletricas Brasileiras S.A.--
                                                 Eletrobras (Preferred)                   1,180,141        1,128,543      0.2
                                     126,740   Companhia Energetica de Minas
                                                 Gerais S.A. (CEMIG) (ADR) (b) (e)        3,205,227        2,408,060      0.4
                                                                                       ------------     ------------    ------
                                                                                          4,385,368        3,536,603      0.6

                                               Total Investments in Brazil               56,469,075       49,384,898      8.7


Chile        Apparel               6,800,201   Bata Chile S.A.                            1,920,913        1,276,177      0.2

             Broadcasting &        5,072,871   Editorial Lord Cochrane S.A.               2,830,178        2,135,230      0.4
             Publishing

             Telecommunications       28,000   Compania de Telefonos de Chile S.A.
                                                 (ADR) (b)                                3,037,806        2,278,500      0.4

                                               Total Investments in Chile                 7,788,897        5,689,907      1.0


Ecuador      Building                  4,825   La Cemento Nacional C.A.                   1,449,510        1,109,750      0.2
             Materials

                                               Total Investments in Ecuador               1,449,510        1,109,750      0.2
</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>
Mexico       Beverage                809,000   Fomento Economico Mexicano, S.A.
                                                 de C.V.  (Femsa) 'B'                  $  1,884,922     $  1,888,313      0.3%
                                     180,000   Fomento Economico Mexicano, S.A.
                                                 de C.V. (Femsa) (ADR) (b)                  403,200          414,000      0.1
                                                                                       ------------     ------------    ------
                                                                                          2,288,122        2,302,313      0.4

             Building              1,078,000 ++Apasco, S.A. de C.V.                       3,827,100        4,274,085      0.8
             Materials               167,000   Cementos Mexicanos, S.A. de C.V.
                                                 (Class B) (ADR) (b)                      1,509,987          603,389      0.1
                                                                                       ------------     ------------    ------
                                                                                          5,337,087        4,877,474      0.9

             Financial               155,250 ++Banca Quadrum, S.A. de C.V. (ADR)
             Services                            (b)(e)                                   2,012,895        1,009,125      0.2

             Food                  1,600,000 ++Grupo Herdez, S.A. de C.V. 'A'             1,450,009          473,221      0.1

             Health &                590,800   Kimberly-Clark de Mexico, S.A. de C.V.     7,174,776        6,781,685      1.2
             Personal Care

             Leisure               1,410,650 ++Grupo Carso, S.A. de C.V. 'A'             10,196,917        7,712,906      1.4
                                     348,000 ++Grupo Carso, S.A. de C.V. (ADR) (b)        4,682,938        3,784,500      0.7
                                                                                       ------------     ------------    ------
                                                                                         14,879,855       11,497,406      2.1

             Retail                2,375,000   Cifra, S.A. de C.V. 'C'                    4,796,743        3,128,697      0.6
                                     287,800 ++Grupo Empresarial Fenix, S.A.  
                                                 de C.V. (ELEKTRA) 'L' Shares             2,404,684          919,304      0.2
                                                                                       ------------     ------------    ------
                                                                                          7,201,427        4,048,001      0.8

             Telecommunications      266,550   Telefonos de Mexico, S.A. de C.V.
                                                 (ADR)(b)                                14,534,412        7,896,544      1.4

                                               Total Investments in Mexico               54,878,583       38,885,769      7.1


Panama       Beverage                105,750   Panamerican Beverages, Inc. (Class A)      3,034,784        3,172,500      0.6

                                               Total Investments in Panama                3,034,784        3,172,500      0.6

<PAGE>
Peru         Banking                 180,420 ++Banco de Credito de Peru S.A.                 94,494          315,250      0.1
                                      51,548   Banco Wiese Limitado S.A. (ADR) (b)          493,750          425,271      0.1
                                                                                       ------------     ------------    ------
                                                                                            588,244          740,521      0.2

             Mining                  513,330 ++Southern Peru Copper Corp. S.A.            2,086,477        2,322,864      0.4
                                     110,419 ++Southern Peru Copper Corp. S.A.
                                                 'T' Shares                                 350,031          374,742      0.1
                                                                                       ------------     ------------    ------
                                                                                          2,436,508        2,697,606      0.5

                                               Total Investments in Peru                  3,024,752        3,438,127      0.7


Venezuela    Textiles                520,860   Mantex S.A.C.A.                               74,978           76,331      0.0

             Utilities             3,040,560   C.A. La Electricidad de Caracas
                                                 S.A.I.C.A.--S.A.C.A.                     4,407,191        3,180,063      0.6

                                               Total Investments in Venezuela             4,482,169        3,256,394      0.6


                                               Total Investments in Latin America       148,621,950      118,676,085     21.4


MIDDLE
EAST


Israel       Banking                 202,800 ++Bank Hapoalim Ltd.                           316,966          319,208      0.1

             Engineering &             5,900 ++Koor Industries Ltd.                         501,711          503,338      0.1
             Construction
                                               Total Investments in Israel                  818,677          822,546      0.2


Pakistan     Electrical            1,299,490 ++Karachi Electric Supply Corp. Ltd.         1,121,386        1,122,094      0.2
             Equipment
                                               Total Investments in Pakistan              1,121,386        1,122,094      0.2


                                               Total Investments in the Middle East       1,940,063        1,944,640      0.4


PACIFIC
BASIN/ASIA


Australia    Merchandising           303,850   Amway Asia Pacific Ltd.                    8,779,737       11,014,563      2.0

                                               Total Investments in Australia             8,779,737       11,014,563      2.0

<PAGE>
China        Appliances &          8,935,500   Shenzhen China Bicycles Co.
             Household                           (Holdings) Ltd. 'B'                      4,685,279        2,887,151      0.5
             Durables

                                               Total Investments in China                 4,685,279        2,887,151      0.5


Hong Kong    Automotive            7,320,000   Sime Darby (Hong Kong) Ltd.                9,705,114        8,041,565      1.5

             Financial            20,747,000   Winton Holdings Ltd.                       6,398,529        5,041,082      0.9
             Services

             Food                 21,439,000   C.P. Pokphand Co. Ltd. (Ordinary)          5,782,063        7,550,602      1.4

                                               Total Investments in Hong Kong            21,885,706       20,633,249      3.8


India        Broadcasting &          888,600   Videocon International Ltd. (GDR) (d)      7,773,607        3,154,530      0.6
             Publishing

             Building &               31,250   The Associated Cement Co. Ltd.             2,499,847        3,463,927      0.6
             Construction

             Chemicals               355,500   Mardia Chemical Ltd.                       1,545,509        1,143,669      0.2

             Energy                  661,000   Bombay Suburban Electric Supply Co.
                                                 Ltd.                                     3,601,257        2,947,603      0.5
                                     333,000 ++Cochin Refinery Ltd.                       2,604,742        1,951,648      0.4
                                                                                       ------------     ------------    ------
                                                                                          6,205,999        4,899,251      0.9

             Finance                  24,120 ++Housing Development Finance Corp.          1,835,541        1,832,336      0.3

             Financial             2,086,000 ++Industrial Credit & Investment 
             Services                            Corporation of India, Ltd.               8,060,896        6,378,595      1.2

             Recreation &            565,000   Suraj Diamonds Ltd.                        1,552,990        1,484,711      0.3
             Consumer
             Goods

             Textiles                 55,000   Grasim Industries Ltd.                     1,084,096        1,058,130      0.2
                                     600,000 ++JCT Ltd.                                   1,064,009        1,022,456      0.2
                                     103,900 ++Raymond Woolen Mills Ltd.                    758,836          794,267      0.1
                                     120,000   Reliance Industries Ltd.                   1,076,886        1,009,078      0.2
                                                                                       ------------     ------------    ------
                                                                                          3,983,827        3,883,931      0.7

             Utilities             1,001,250 ++Kec International Ltd.                     5,050,805        4,241,639      0.8

                                               Total Investments in India                38,509,021       30,482,589      5.6
</TABLE>
<PAGE>




<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>
Indonesia    Banking               2,790,500   P.T. Bank Bali                          $  7,645,923     $  7,082,805      1.3%

             Broadcasting &      $ 4,245,000   P.T. Surya Citra Television,
             Publishing                          4% due 7/01/1997 (Convertible)           4,258,125        4,202,550      0.8

             Consumer--Goods          17,000   P.T. Wicaksana Overseas International         48,350           42,958      0.0

             Energy Equipment &    5,197,000   P.T. Kabelmetal Indonesia                  8,139,759        8,755,054      1.6
             Services              1,379,200   P.T. Supreme Cable Manufacturing
                                                 Corp. (Sucaco)                           3,991,337        4,058,293      0.7
                                                                                       ------------     ------------    ------
                                                                                         12,131,096       12,813,347      2.3

             Telecommunications      147,420   P.T. Indonesian Satellite Corp.
                                                 (ADR) (b)                                5,600,335        5,638,815      1.0

                                               Total Investments in Indonesia            29,683,829       29,780,475      5.4


Malaysia     Broadcasting          1,792,000   Sistem Televisyen Malaysia BHD             5,245,284        4,778,667      0.9

             Food                     57,000   Nestle (Malaysia) BHD                        374,558          437,292      0.1

             Newspaper/            1,256,000   New Straits Times Press BHD                5,118,753        3,890,379      0.7
             Publishing

             Steel                 2,706,000   Maruichi (Malaysia) Steel Tube BHD         6,417,204       10,046,892      1.8

                                               Total Investments in Malaysia             17,155,799       19,153,230      3.5


New          Transportation        1,700,000   Ports of Auckland Ltd.                     2,117,611        3,349,518      0.6
Zealand
                                               Total Investments in New Zealand           2,117,611        3,349,518      0.6

<PAGE>
Philippines  Multi-Industry          583,550 ++Benpres Holdings Corp. (e)                 4,969,875        4,814,288      0.9

                                               Total Investments in the Philippines       4,969,875        4,814,288      0.9


South        Automotive               65,106 ++Dong Ah Tire Industries                    3,645,738        4,354,855      0.8
Korea
             Food                     29,390   Lotte Confectionery Corp.                  3,401,600        3,953,812      0.7

             Telecommunications       20,257   Korea Mobile Telecommunications Corp.     11,026,169       20,476,081      3.7
                                     100,700   Korea Mobile Telecommunications
                                                 Corp. (GDR)(d)                           3,337,550        3,524,500      0.6
                                                                                       ------------     ------------    ------
                                                                                         14,363,719       24,000,581      4.3

             Utilities               483,470   Korea Electric Power Corp.                17,725,759       18,652,683      3.4

                                               Total Investments in South Korea          39,136,816       50,961,931      9.2


Sri Lanka    Building &              262,500   Lankan Tiles                                 337,398          266,047      0.0
             Construction

             Diversified              90,625   Aitken Spence                                518,247          345,787      0.1

                                               Total Investments in Sri Lanka               855,645          611,834      0.1


Taiwan       Merchandising           244,873   Hocheng Group Corp. (ADR)(b)(e)            6,742,165        2,877,258      0.5

                                               Total Investments in Taiwan                6,742,165        2,877,258      0.5


                                               Total Investments in Pacific Basin/
                                               Asia                                     174,521,483      176,566,086     32.1


SHORT-TERM                           Face
SECURITIES                          Amount
<S>          <S>           <C>                 <S>                                   <C>              <C>             <C>
             Commercial    $      20,000,000   AIG Funding, Inc., 5.92% due
             Paper*                              7/19/1995                               19,940,800       19,940,800      3.6
                                  15,000,000   ANZ (Delaware), Inc., 5.82% due
                                                 7/12/1995                               14,973,325       14,973,325      2.7
                                  10,000,000   Ciesco L.P., 5.94% due 7/12/1995           9,981,850        9,981,850      1.8
                                  20,000,000   Daimler-Benz AG, 5.93% due 7/06/1995      19,983,528       19,983,528      3.6
                                   8,835,000   General Electric Capital Corp.,
                                                 6.20% due 7/03/1995                      8,831,957        8,831,957      1.6
                                  20,000,000   Matterhorn Capital Corp., 5.93% due
                                                 7/12/1995                               19,963,761       19,963,761      3.6
                                                                                       ------------     ------------    ------
                                                                                         93,675,221       93,675,221     16.9
<PAGE>
             Commercial    IDR 7,000,000,000   P.T. Bakrie & Brothers, 18.50% due
             Paper*--                            7/25/1995                                3,114,294        3,115,833      0.6
             Foreign           3,000,000,000   P.T. Indah Kiat Pulp & Paper Corp.,
                                                 18% due 7/12/1995                        1,340,170        1,344,348      0.2
                                                                                       ------------     ------------    ------
                                                                                          4,454,464        4,460,181      0.8

             Foreign        MXN   27,510,490   Mexican Cetes (Certificados de la
             Government                          Tesoreria de la Federacion),
             Obligations*                        43.50% due 8/24/1995                     4,555,875        4,129,995      0.7

                                               Total Investments in Short-Term
                                               Securities                               102,685,560      102,265,397     18.4


             Total Investments                                                         $573,323,357      548,460,422     99.1
                                                                                       ============
             Other Assets Less Liabilities                                                                 4,866,733      0.9
                                                                                                        ------------    ------
             Net Assets                                                                                 $553,327,155    100.0%
                                                                                                        ============    ======

          <FN>
            *Commercial Paper and certain Foreign Government Obligations are
             traded on a discount basis; the interest rates shown are the
             discount rates paid at the time of purchase by the Fund.
           **The receipts may be exchanged for shares until 9/11/1995.
           ++Non-income producing security.
          (a)Global Depositary Shares (GDS).
          (b)American Depositary Receipts (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)Global Depositary Receipts (GDR).
          (e)Restricted securities as to resale. The value of the Fund's
             investment in restricted securities was approximately $22,389,000,
             representing 4.05% of net assets.
<PAGE>
<CAPTION>
                                                                    Aquisition                        Value
             Issue                                                    Date(s)           Cost        (Note 1a)
             <S>                                                  <C>               <C>            <C>
             Banca Quadrum, S.A. de C.V. (ADR)                       7/28/1993      $ 2,012,895    $ 1,009,125
             Benpres Holdings Corp.                                 10/25/1994        4,969,875      4,814,288
             Companhia Energetica de Minas Gerias S.A.
               (CEMIG) (ADR)                                         9/22/1994        3,205,227      2,408,060
             Hocheng Group Corp. (ADR)                               8/09/1994        6,742,165      2,877,258
             Pharmauti Gyogyszer es Elelmiszeripari
               Reszvenytarsasag (ADR)                                6/15/1994        2,638,750      1,897,500
             Pick Szeged Reszvenytarsasag (GDS)                     11/20/1992        2,947,401      2,881,535
                                                                  to 8/11/1994
             Telecomunicacoes Brasileiras S.A.--Telebras            12/28/1993
               (ADR)                                              to 6/02/1995        8,023,799      6,500,875

             Total Restricted Securities                                            $30,540,112    $22,388,641
                                                                                    ===========    ===========


             See Notes to Consolidated Financial Statements.
</TABLE>




<TABLE>
CONSOLIDATED STATEMENT OF ASSETS AND LIABILITIES
<CAPTION>
                    As of June 30, 1995
<S>                 <S>                                                                    <C>              <C>
Assets:             Investments, at value (identified cost--$573,323,357) (Note 1a)                         $548,460,422
                    Foreign cash (Note lc)                                                                     8,815,460
                    Receivables:
                      Securities sold                                                      $  6,643,071
                      Interest                                                                1,502,527
                      Capital shares sold                                                     1,459,781
                      Dividends                                                                 935,030       10,540,409
                                                                                           ------------
                    Prepaid registration fees and other assets (Note 1f)                                         109,114
                                                                                                            ------------
                    Total assets                                                                             567,925,405
                                                                                                            ------------


Liabilities:        Payables:
                      Securities purchased                                                   10,080,006
                      Capital shares redeemed                                                   734,244
                      Investment adviser (Note 2)                                               451,862
                      Distributor (Note 2)                                                      148,861       11,414,973
                                                                                           ------------
                    Accrued expenses and other liabilities                                                     3,183,277
                                                                                                            ------------
                    Total liabilities                                                                         14,598,250
                                                                                                            ------------

<PAGE>
Net Assets:         Net assets                                                                              $553,327,155
                                                                                                            ============


Net Assets          Class A Shares of Common Stock, $.10 par value, 100,000,000
Consist of:         shares authorized                                                                       $  2,622,517
                    Class B Shares of Common Stock, $.10 par value, 100,000,000
                    shares authorized                                                                          1,229,798
                    Class C Shares of Common Stock, $.10 par value, 100,000,000
                    shares authorized                                                                            140,464
                    Class D Shares of Common Stock, $.10 par value, 100,000,000
                    shares authorized                                                                            164,280
                    Paid-in capital in excess of par                                                         583,870,233
                    Undistributed investment income--net                                                       3,689,081
                    Accumulated distributions in excess of realized capital losses
                    on investments and foreign currency transactions--net                                    (13,589,754)
                    Unrealized depreciation on investments and foreign currency
                    transactions--net                                                                        (24,799,464)
                                                                                                            ------------
                    Net assets                                                                              $553,327,155
                                                                                                            ============


Net Asset           Class A--Based on net assets of $350,081,400 and 26,225,174
Value:              shares outstanding                                                                      $      13.35
                                                                                                            ============
                    Class B--Based on net assets of $162,773,938 and 12,297,981
                    shares outstanding                                                                      $      13.24
                                                                                                            ============
                    Class C--Based on net assets of $18,572,768 and 1,404,635
                    shares outstanding                                                                      $      13.22
                                                                                                            ============
                    Class D--Based on net assets of $21,899,049 and 1,642,796
                    shares outstanding                                                                      $      13.33
                                                                                                            ============


                    See Notes to Consolidated Financial Statements.
</TABLE>



<PAGE>
<TABLE>
CONSOLIDATED STATEMENT OF OPERATIONS
<CAPTION>
                    For the Year Ended June 30, 1995
<S>                 <S>                                                                    <C>              <C>
Investment Income   Interest and discount earned                                                            $  9,190,848
(Notes 1d & 1e):    Dividends (net of $911,836 foreign withholding tax)                                        8,249,878
                                                                                                            ------------
                    Total income                                                                              17,440,726
                                                                                                            ------------


Expenses:           Investment advisory fees (Note 2)                                      $  5,240,621
                    Custodian fees                                                            1,282,912
                    Account maintenance and distribution fees--Class B (Note 2)               1,022,078
                    Transfer agent fees--Class A (Note 2)                                       729,814
                    Registration fees (Note 1f)                                                 287,760
                    Printing and shareholder reports                                            281,409
                    Transfer agent fees--Class B (Note 2)                                       269,846
                    Accounting services (Note 2)                                                138,938
                    Professional fees                                                           137,115
                    Account maintenance and distribution fees--Class C (Note 2)                  77,256
                    Directors' fees and expenses                                                 40,132
                    Transfer agent fees--Class C (Note 2)                                        24,453
                    Transfer agent fees--Class D (Note 2)                                        23,380
                    Account maintenance fees--Class D (Note 2)                                   21,425
                    Pricing fees                                                                  9,452
                    Amortization of organization expenses (Note 1f)                               4,362
                    Other                                                                       229,672
                                                                                           ------------
                    Total expenses                                                                             9,820,625
                                                                                                            ------------
                    Investment income--net                                                                     7,620,101
                                                                                                            ------------


Realized &          Realized loss from:
Unrealized Gain       Investments--net                                                       (6,474,042)
(Loss) on             Foreign currency transactions--net                                     (2,123,405)      (8,597,447)
Investments &                                                                              ------------
Foreign             Change in unrealized appreciation/depreciation on:
Currency              Investments--net                                                      (27,587,323)
Transactions          Foreign currency transactions--net                                        139,041      (27,448,282)
--Net (Notes                                                                               ------------     ------------
1b, 1c, 1e & 3):    Net realized and unrealized loss on investments and foreign
                    currency transactions                                                                    (36,045,729)
                                                                                                            ------------
                    Net Decrease in Net Assets Resulting from Operations                                    $(28,425,628)
                                                                                                            ============




                    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:                                        1995              1994
<S>                 <S>                                                                    <C>              <C>
Operations:         Investment income--net                                                 $  7,620,101     $  1,688,321
                    Realized gain (loss) on investments and foreign currency
                    transactions--net                                                        (8,597,447)      36,390,093
                    Change in unrealized appreciation/depreciation on investments
                    and foreign currency transactions--net                                  (27,448,282)     (12,637,885)
                                                                                           ------------     ------------
                    Net increase (decrease) in net assets resulting from operations         (28,425,628)      25,440,529
                                                                                           ------------     ------------


Dividends &         Investment income--net:                            Class A                 (987,487)        (902,496)
Distributions to                                                       Class C                   (5,936)              --
Shareholders                                                           Class D                  (15,439)              --
(Note 1g):          
                    Realized gain on investments--net:                 Class A              (16,617,087)      (4,808,440)
                                                                       Class B               (4,736,505)              --
                                                                       Class C                 (268,632)              --
                                                                       Class D                 (301,893)              --

                    In excess of realized gain on investments--net:    Class A              (12,942,881)              --
                                                                       Class B               (3,689,216)              --
                                                                       Class C                 (209,235)              --
                                                                       Class D                 (235,141)              --
                                                                                           ------------     ------------
                    Net decrease in net assets resulting from dividends and
                    distributions to shareholders                                           (40,009,452)      (5,710,936)
                                                                                           ------------     ------------


Capital Share       Net increase in net assets derived from capital share
Transactions        transactions                                                            219,766,488      239,981,410
(Note 4):                                                                                  ------------     ------------


Net Assets:         Total increase in net assets                                            151,331,408      259,711,003
                    Beginning of year                                                       401,995,747      142,284,744
                                                                                           ------------     ------------
                    End of year*                                                           $553,327,155     $401,995,747
                                                                                           ============     ============


                   <FN>
                   *Undistributed investment income--net (Note 1i)                         $  3,689,081     $    564,507
                                                                                           ============     ============
</TABLE>
<PAGE>



<TABLE>
CONSOLIDATED FINANCIAL HIGHLIGHTS
<CAPTION>
                    The following per share data and ratios have
                    been derived from information provided in the                         Class A
                    financial statements.
                                                                               For the Year Ended June 30,
                    Increase (Decrease) in Net Asset Value:           1995       1994      1993++      1992        1991
<S>                 <S>                                            <C>        <C>        <C>        <C>         <C>
Per Share           Net asset value, beginning of year             $  14.61   $  11.62   $  11.92   $  10.43    $  11.58
Operating                                                          --------   --------   --------   --------    --------
Performance:        Investment income--net                              .24        .11        .12        .15         .24
                    Realized and unrealized gain (loss) on
                    investments and foreign currency
                    transactions--net                                  (.40)      3.23        .42       1.59        (.75)
                                                                   --------   --------   --------   --------    --------
                    Total from investment operations                   (.16)      3.34        .54       1.74        (.51)
                                                                   --------   --------   --------   --------    --------
                    Less dividends and distributions:
                      Investment income--net                           (.04)      (.07)      (.14)      (.17)       (.15)
                      Realized gain on investments--net                (.60)      (.28)      (.70)      (.08)       (.49)
                      In excess of realized gain on
                      investments--net                                 (.46)        --         --         --          --
                                                                   --------   --------   --------   --------    --------
                    Total dividends and distributions                 (1.10)      (.35)      (.84)      (.25)       (.64)
                                                                   --------   --------   --------   --------    --------
                    Net asset value, end of year                   $  13.35   $  14.61   $  11.62   $  11.92    $  10.43
                                                                   ========   ========   ========   ========    ========


Total Investment    Based on net asset value per share               (1.67%)    28.73%      5.17%     17.02%      (4.45%)
Return:**                                                          ========   ========   ========   ========    ========



Ratios to           Expenses                                          1.62%      1.46%      1.71%      1.64%       1.77%
Average                                                            ========   ========   ========   ========    ========
Net Assets:         Investment income (loss)--net                     1.56%       .63%      (.04%)     1.73%       1.98%
                                                                   ========   ========   ========   ========    ========


Supplemental        Net assets, end of year (in thousands)         $350,081   $401,996   $142,285   $126,417    $111,947
Data:                                                              ========   ========   ========   ========    ========
                    Portfolio turnover                               63.37%     66.85%     91.72%     71.05%      84.74%
                                                                   ========   ========   ========   ========    ========



<PAGE>
<CAPTION>
                    The following per share data and ratios have             For the Period
                    been derived from information provided in the            July 1, 1994++++       For the Period
                    financial statements.                                      to June 30,        October 21, 1994++++
                                                                                  1995             to June 30, 1995
                    Increase (Decrease) in Net Asset Value:                      Class B        Class C         Class D
<S>                 <S>                                                          <C>            <C>             <C>  
Per Share           Net asset value, beginning of period                         $  14.54       $  16.71        $  16.77
Operating                                                                        --------       --------        --------
Performance:        Investment income--net                                            .08            .08             .13
                    Realized and unrealized loss on investments and foreign
                    currency transactions--net                                       (.32)         (2.50)          (2.48)
                                                                                 --------       --------        --------
                    Total from investment operations                                 (.24)         (2.42)          (2.35)
                                                                                 --------       --------        --------
                    Less dividends and distributions:
                      Investment income--net                                           --           (.01)           (.03)
                      Realized gain on investments--net                              (.60)          (.60)           (.60)
                      In excess of realized gain on investments--net                 (.46)          (.46)           (.46)
                                                                                 --------       --------        --------
                    Total dividends and distributions                               (1.06)         (1.07)          (1.09)
                                                                                 --------       --------        --------
                    Net asset value, end of period                               $  13.24       $  13.22        $  13.33
                                                                                 ========       ========        ========


Total Investment    Based on net asset value per share                             (2.22%)+++    (14.97%)+++     (14.49%)+++
Return:**                                                                        ========       ========        ========



Ratios to           Expenses, excluding account maintenance and
Average             distribution fees                                               1.79%*         1.96%*          1.94%*
Net Assets:                                                                      ========       ========        ========
                    Expenses                                                        2.79%*         2.96%*          2.19%*
                                                                                 ========       ========        ========
                    Investment income--net                                          1.01%*         1.32%*          2.10%*
                                                                                 ========       ========        ========


Supplemental        Net assets, end of period (in thousands)                     $162,774       $ 18,573        $ 21,899
Data:                                                                            ========       ========        ========
                    Portfolio turnover                                             63.37%         63.37%          63.37%
                                                                                 ========       ========        ========
<PAGE>
                <FN>
                   *Annualized.
                  **Total investment returns exclude the effect of sales loads.
                  ++Based on average shares outstanding during the period.
                ++++Commencement of Operations.
                 +++Aggregate total investment return.



                    See Notes to Consolidated Financial Statements.
</TABLE>




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-
diversified, open-end management investment company. The Fund offers
four classes of shares under the Merrill Lynch Select Pricing SM
System. Shares of Class A and Class D are sold with a front-end
sales charge. Shares of Class B and Class C may be subject to a
contingent deferred sales charge. All classes of shares have
identical voting, dividend, liquidation and other rights and the
same terms and conditions, except that Class B, Class C and Class D
Shares bear certain expenses related to the account maintenance of
such shares, and Class B and Class C Shares also bear certain
expenses related to the distribution of such shares. Each class has
exclusive voting rights with respect to matters relating to its
account maintenance and distribution expenditures. The following is
a summary of significant accounting policies followed by the Fund:

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

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

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

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

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

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

(c) Foreign currency transactions--Transactions denominated in
foreign currencies are recorded at the exchange rate prevailing when
recognized. Assets and liabilities denominated in foreign currencies
are valued at the exchange rate at the end of the period. Foreign
currency transactions are the result of settling (realized) or
valuing (unrealized) 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.

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

(e) Security transactions and investment income--Security
transactions are recorded on the dates the transactions are entered
into (the trade dates). Dividend income is recorded on the ex-
dividend date, except that if 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.

(f) 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.
<PAGE>
(g) Dividends and distributions--Dividends and distributions paid by
the Fund are recorded on the ex-dividend dates. Distributions in
excess of realized capital gains are due primarily to differing tax
treatments for futures transactions and post-October losses.

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

(i) Reclassification--Generally accepted accounting principles
require that certain differences between undistributed net investment
income for financial reporting purposes, if permanent, be reclassified
to accumulated net realized capital losses. Accordingly, current 
year's permanent book/tax differences of $3,486,719 have been re-
classified from undistributed net investment income to accumulated 
net realized capital losses. These reclassifications have no effect 
on net assets or net asset values per share.

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

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


                               Account      Distribution
                           Maintenance Fee      Fee

Class B                         0.25%          0.75%
Class C                         0.25%          0.75%
Class D                         0.25%           --


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


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (concluded)


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


                                        MLFD        MLPF&S

Class A                               $72,570     $1,060,335
Class D                               $23,946     $  366,818


For the year ended June 30, 1995, MLPF&S received contingent
deferred sales charges of $203,346 and $3,082 relating to
transactions in Class B and Class C Shares, respectively.

In addition, MLPF&S received $74,420 in commissions on the execution
of portfolio security transactions for the Fund for the year ended
June 30, 1995.

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

Accounting services are provided to the Fund by MLAM at cost.
<PAGE>
Certain officers and/or directors of the Fund are officers and/or
directors of MLAM, MLFDS, MLFD, MLPF&S, and/or ML & Co.

3. Investments:
Purchases and sales of investments, excluding short-term securities,
for the year ended June 30, 1995 were $378,627,716 and $285,332,357,
respectively.

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


                                                          Unrealized
                                           Realized         Gains
                                            Losses         (Losses)

Long-term investments                   $ (6,418,947)    $(24,442,772)
Short-term investments                       (55,095)        (420,163)
Foreign currency transactions             (2,123,405)          63,471
                                        ------------     ------------
Total                                   $ (8,597,447)    $(24,799,464)
                                        ============     ============


As of June 30, 1995, net unrealized depreciation for Federal income
tax purposes aggregated $24,862,935, of which $46,178,452 related to
appreciated securities and $71,041,387 related to depreciated
securities. The aggregate cost of investments at June 30, 1995 for
Federal income tax purposes was $573,323,357.

4. Capital Share Transactions:
Net increase in net assets derived from capital share transactions
was $219,766,488 and $239,981,410 for the years ended June 30, 1995
and June 30, 1994, respectively.

Transactions in capital shares for each class were as follows:



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

Shares sold                                5,308,700     $ 81,203,014
Shares issued to shareholders
in reinvestment of dividends &
distributions                              1,836,555       26,556,587
                                        ------------     ------------
Total issued.                              7,145,255      107,759,601
Shares redeemed                           (8,433,943)    (120,621,522)
                                        ------------     ------------
Net decrease                              (1,288,688)    $(12,861,921)
                                        ============     ============

<PAGE>

Class A Shares for the Year                                 Dollar
Ended June 30, 1994                         Shares          Amount

Shares sold                               20,121,319     $316,594,559
Shares issued to shareholders
in reinvestment of dividends &
distributions                                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
                                        ============     ============



Class B Shares for the Period                               Dollar
July 1, 1994++ to June 30, 1995             Shares          Amount

Shares sold                               14,365,857     $217,255,334
Shares issued to shareholders
in reinvestment of distributions             530,932        7,656,040
                                        ------------     ------------
Total issued.                             14,896,789      224,911,374
Shares redeemed                           (2,458,974)     (33,445,698)
Automatic conversion of shares              (139,834)      (2,000,726)
                                        ------------     ------------
Net increase                              12,297,981     $189,464,950
                                        ============     ============

[FN]
++Commencement of Operations.



Class C Shares for the Period                               Dollar
October 21, 1994++ to June 30, 1995         Shares          Amount

Shares sold                                1,551,655     $ 21,809,222
Shares issued to shareholders
in reinvestment of dividends &
distributions                                 31,002          446,738
                                        ------------     ------------
Total issued.                              1,582,657       22,255,960
Shares redeemed                             (178,022)      (2,376,474)
                                        ------------     ------------
Net increase                               1,404,635     $ 19,879,486
                                        ============     ============

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


Class D Shares for the Period                               Dollar
October 21, 1994++ to June 30, 1995         Shares          Amount

Shares sold                                2,389,119     $ 33,003,605
Automatic conversion of shares               139,223        2,000,726
Shares issued to shareholders
in reinvestment of dividends &
distributions                                 36,193          523,355
                                        ------------     ------------
Total issued.                              2,564,535       35,527,686
Shares redeemed                             (921,739)     (12,243,713)
                                        ------------     ------------
Net increase                               1,642,796     $ 23,283,973
                                        ============     ============

[FN]
++Commencement of Operations.

5. Commitments:
At June 30, 1995, the Fund entered into foreign exchange contracts
under which it had agreed to purchase and sell various foreign
currencies with approximate values of $3,288,000 and $959,000,
respectively.






<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, 1995, 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 five-
year period then ended. These financial statements and the financial
highlights are the responsibility of the Fund's management. Our
responsibility is to express an opinion on these financial
statements and the financial highlights based on our audits.
<PAGE>
We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial
statements and the financial highlights are free of material
misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements.
Our procedures included confirmation of securities owned at June 30,
1995 by correspondence with the custodian and brokers or other
alternative procedures. 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
consolidated 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, 1995, 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 LLP
Princeton, New Jersey
August 3, 1995
</AUDIT-REPORT>



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, 1995:


<TABLE>
<CAPTION>
                  Record     Payable  Non-Qualifying Domestic   Foreign Source  Total Ordinary   Foreign Taxes     Long-Term
                   Date        Date       Ordinary Income           Income          Income      Paid or Withheld Capital Gains
<S>               <C>        <C>              <C>                  <C>             <C>              <C>             <C>
Class A Shares:   12/13/94   12/21/94         $.337964             $.109385        $.447349         $.022376        $.652776
Class B Shares:   12/13/94   12/21/94         $.411786                --           $.411786            --           $.652776
Class C Shares:   12/13/94   12/21/94         $.321086             $.103923        $.425009         $.022376        $.652776
Class D Shares:   12/13/94   12/21/94         $.334218             $.108173        $.442391         $.022376        $.652776
</TABLE>
<PAGE>

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

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 adviser
regarding the appropriate treatment of foreign taxes paid.
Please retain this information for your records.




PORTFOLIO CHANGES (unaudited)


For the Quarter Ended June 30, 1995


Additions

 Apasco, S.A. de C.V.
 Banco Bradesco S.A. (Preferred) (Pro Rata)
*Banco Bradesco S.A. (Preferred) (Rights)
 Bank Hapoalim Ltd.
*Companhia Cervejaria Brahma S.A. (Rights)
 Companhia Cervejaria Brahma S.A. PN
   (Preferred) (Pro Rata)
 Fomento Economico Mexicano, S.A. de C.V.
   (Femsa) (ADR)
 Fomento Economico Mexicano, S.A. de C.V.
   (Femsa) 'B'
 Gedeon Richter Ltd.
 Grasim Industries Ltd.
 Housing Development Finance Corp.
 JCT Ltd.
 Koor Industries Ltd.
 Korea Mobile Telecommunications Corp.
   (GDR)
 Mantex S.A.C.A.
 Mostostal--Export S.A.
 P.T. Wicaksana Overseas International
 Portugal Telecom S.A. (ADR)
 Raymond Woolen Mills Ltd.
 Reliance Industries Ltd.
 Republic of Argentina, 7.312% due 3/31/2005
 Southern Peru Copper Corp. 'T' Shares S.A.
 T.C. Debica
 Telecomunicacoes Brasileiras S.A.--
   Telebras ON (Pro Rata)
*Telecomunicacoes Brasileiras S.A.--
   Telebras ON (Rights)
 Telecomunicacoes Brasileiras S.A.--
   Telebras PN (Preferred) (Pro Rata)
*Telecomunicacoes Brasileiras S.A.--
   Telebras PN (Preferred) (Rights)
 Templeton Russia Fund, Inc.
 Tofas Turk Otomobil Fabrikasi A.S.
*William Lines Inc.
 Zaklady Piwowarskie w Zywcu S.A. (Zywiec)
<PAGE>



Deletions

*Banco Bradesco S.A. (Preferred) (Rights)
 Banque Marocaine du Commerce Exterieur
 Cimentas Izmir Cimento Fabrikasi T.A.S.
*Companhia Cervejaria Brahma S.A. (Rights)
 Efacec S.A. (New Shares)
 Erciyas Biracilik Ve Malt Sanayii A.S.
 Etba Leasing S.A.
 Grupo Simec, S.A. de C.V. (ADR)
 Hindalco Industries Ltd. (Ordinary)
 Indian Tobacco Co. Ltd. (I.T.C.) (GDR)
 Izmir Demir Celik Sanayii A.S.
 Karat Sanitary Ware Co., Ltd.
 P.T. Gudang Garam
 Philippine Long Distance Telephone Co.,
   10.625% due 6/02/2004
 Public Bank BHD 'Foreign' (Malaysia)
 Public Bank BHD 'Foreign' (Singapore)
 Soares da Costa S.A. (Baby Shares)
 Soares da Costa S.A. (New Shares)
 Southern Peru Copper Corp. S.A. (Rights)
*Telecomunicacoes Brasileiras S.A.--
   Telebras ON (Rights)
*Telecomunicacoes Brasileiras S.A.--
   Telebras PN (Preferred) (Rights)
 Titan Cement S.A.
 Transportadora de Gas del Sur S.A.
 United Overseas Bank Ltd. (Warrants)
 United Success International Holdings Ltd.
 Wielkopolski Bank Kredytowy (Series 'C')
*William Lines Inc.


[FN]
*Added and deleted in the same quarter.


<PAGE>
PORTFOLIO INFORMATION (unaudited)

Ten Largest Equity Holdings               Percent of
As of June 30, 1995                       Net Assets

Korea Mobile Telecommunications Corp.         3.7%
Korea Electric Power Corp.                    3.4
Amway Asia Pacific Ltd.                       2.0
Maruichi (Malaysia) Steel Tube BHD            1.8
P.T. Kabelmetal Indonesia                     1.6
Sonae Investimentos--SGPS S.A.                1.5
Delta Dairy S.A. (Ordinary)                   1.5
Sime Darby (Hong Kong) Ltd.                   1.5
Telefonos de Mexico, S.A. de C.V. (ADR)       1.4
Grupo Carso, S.A. de C.V. 'A'                 1.4





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