MERRILL LYNCH ADJUSTABLE RATE SECURITIES FUND INC
N-30D, 1994-07-19
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MERRILL
LYNCH
ADJUSTABLE
RATE SECURITIES
FUND, INC.

FUND LOGO


Annual Report   May 31, 1994

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 pro-
spectus. Past performance results shown in this report
should not be considered a representation of future per-
formance. 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
Adjustable Rate Securities Fund, Inc.
Box 9011
Princeton, NJ
08543-9011


MERRILL LYNCH ADJUSTABLE RATE SECURITIES FUND, INC.
<PAGE>
Officers and
Directors

Arthur Zeikel, President and Director
Joe Grills, Director
Walter Mintz, Director
Melvin R. Seiden, Director
Stephen B. Swensrud, Director
Harry Woolf, Director
Terry K. Glenn, Executive Vice President
N. John Hewitt, Senior Vice President
Donald C. Burke, Vice President
Jeffrey B. Hewson, Vice President
Theodore J. Magnani, Vice President
Gregory Mark Maunz, Vice President
Gerald M. Richard, Treasurer
Michael J. Hennewinkel, Secretary

Custodian
The Bank of New York
110 Washington Street
New York, New York 10286

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


DEAR SHAREHOLDER

Economic Environment
The US economy is continuing its expansion, although at a more
moderate pace. Gross domestic product (GDP) was reported at 3.0%
in the February quarter, down sharply from the 7.0% level repor-
ted in the final quarter of 1993. Nevertheless, the Federal Reserve
Board, sensing the resulting effects of the stimulus provided by
an accommodative monetary policy, shifted its stance to a neutral
directive. In doing so, the central bank moved interest rates
higher by tightening the Federal Funds rate 25 basis points (0.25%)
on February 4, 1994. Since then, the Federal Reserve Board has
acted on three separate occasions, raising the Federal Funds rate
a total of 100 basis points to 4.25% and the discount rate 50 basis
points to 3.50%. In affirming its resolve in its current fight
against inflation, the Federal Reserve Board has increased the
Federal Funds rate faster than it has during the eight previous
cycles of tightening dating back to the mid 1950s.
<PAGE>
Recent economic data supports the trend of moderating growth, as
both consumer and housing sectors have decelerated sharply from
1993 levels. April reports indicate consumer spending, personal
income, new home sales and factory orders all posted declines, while
the Index of Leading Economic Indicators remained unchanged. Higher
interest rates along with the effects of severe winter weather have
caused housing starts and new home sales to fall far below the peak
levels reached during the latter half of 1993. In addition, higher
mortgage rates have virtually ended mortgage refinancing activity,
a major source of consumer spending power in 1993. As a result,
real consumer spending declined 0.4% in April. The industrial sec-
tor continues to advance, but at a more sustainable pace. In April
durable goods orders generated a weaker-than-expected 0.1% gain.
Overall, factory orders slipped 0.1%, with factory shipments down
0.3% and inventories rising 0.2%.

On the positive side, inflation remains subdued. Both the Producer
Price Index (PPI) and Consumer Price Index (CPI) continue to indicate
that minimal inflationary forces exist in the economy. In May the
PPI was reported to be down 0.1% and down 0.4% over the prior year.
More important, prices at all three stages of production indicate
no underlying inflationary pressures anywhere, as prices of crude,
intermediate and finished goods are all flat to down. Meanwhile, the
CPI, reported at 0.2% in May and 2.3% for the past year, remains
well below expansionary historical averages and poses no threat
to overall economic health. In addition, wage pressures continue to
remain under control as unit labor costs rose less than 1% over the
prior year.

The months ahead bode well for the fixed-income markets, in our
opinion. As economic growth moderates and the economy continues to
grow at its noninflationary potential, we expect inflationary
pressures to remain nonexistent. Although we expect GDP to be
higher during the June quarter as weather-depressed sectors correct
for a weak performance in the February quarter, the momentum is
unlikely to be carried over to the latter half of 1994. Higher
interest rates will curb private domestic demand and limit growth
in the second half of 1994.

Fiscal Year in Review
For the fiscal year ended May 31, 1994, the fixed-income markets can
only be described as tumultuous. Interest rates reached historical
lows before rising dramatically. As a result of Federal Reserve Board
monetary policy, the yield curve flattened. The Mortgage Bankers
Association Refinance Index hit an all time high before plunging more
than 90%. In addition, the derivative market exhibited its volatile
nature by casting unprecedented losses.
<PAGE>
Much of the rise in interest rates has been concentrated in short-
term US Treasury securities, causing the US Treasury yield curve to
flatten. A year ago, the 2-year--30-year US Treasury yield spread
stood at 275 basis points before narrowing to 145 basis points at
the close of the fiscal year ended May 31, 1994. During this past
year, the two-year US Treasury note rose 185 basis points to 5.98%,
while the 30-year US Treasury bond increased only 55 basis points
to 7.43%. As a result of the flattening, cap risk has become a real-
ity in the adjustable rate mortgage (ARM) market as the periodic caps
inherent in virtually all ARM securities limited their coupon adjust-
ments. This in turn caused the duration of most ARMs to extend and
prices to decline. In particular, teaser ARMs (ARMs with low initial
coupons) have experienced the greatest declines. However, it is our
opinion that these setbacks are only temporary and will eventually
reverse once the ARMs coupons become fully adjusted. As such, some
of the Fund's holdings have had their coupon adjustments restrained
as a result of their periodic caps and the sudden rise in interest
rates, which in turn has negatively impacted the Fund's net asset
value. However, this negative effect is not expected to be perma-
nent, absent continued substantial increases in short-term interest
rates over the near term, and we expect the Fund's net asset value
to begin to rebound once the underlying ARMs fully reset off higher
indexed rates. Also contributing to the Fund's decline in net asset
value, although to a lesser extent, has been the relative lack of
overall market liquidity causing ARM spreads to widen. As interest
rates have risen, investors have chosen to remain on the sidelines,
causing dealers to increase their inventories as they absorb vir-
tually all supply.  In an effort to entice investors back into the
market, dealers gradually have widened spreads. We view this situ-
ation as temporary. As short-term interest rates begin to stabilize,
we expect investors to look to reenter the market, causing spreads
to tighten once again.

The fiscal year closed with per share net asset value for the Fund's
Class A and Class B Shares at $9.53 and $9.53, respectively, down
$.23 and $.23, respectively, from May 31, 1993. These declines are
attributable to the aforementioned factors.  For the fiscal year
ended May 31, 1994, Class A and Class B Shares had average annu-
alized yields of 3.63% and 3.23%, respectively, approximately 75
basis points--125 basis points greater than the average major commer-
cial bank six-month certificate of deposit.  (However, unlike the
Fund, bank certificates of deposit are guaranteed by the Federal
Deposit Insurance Corporation.)
<PAGE>
The Fund continues to remain conservatively invested, seeking high
current market yields with minimal net asset value fluctuation
through the use of high coupon, frequently adjusting ARMs. In the
period ahead, the Fund will seek to increase its holdings of ARMs
tied to interest rate sensitive indexes such as the one-year Constant
Maturity Treasury Index and the London Interbank Offered Rate Index.
In addition, the Fund will seek to improve its liquidity value by
adding lower dollar-priced US Government-backed agency ARMs.

In Conclusion
We thank you for your continued investment in Merrill Lynch Adjust-
able Rate Securities Fund, Inc., and we look forward to reviewing our
outlook and strategy again with you in our upcoming quarterly report
to shareholders.

Sincerely,


(Arthur Zeikel)
Arthur Zeikel
President


(Gregory Mark Maunz)
Gregory Mark Maunz
Vice President and
Portfolio Manager


June 29, 1994


PERFORMANCE DATA

None of the past results shown should be considered a representation of
future performance. Investment return and principal value of Class A and
Class B Shares will fluctuate so that shares, when redeemed, may be worth
more or less than their original cost.

Total Return
Based on a
$10,000
Investment

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

Average Annual
Total Return 
<PAGE>
                                      % Return Without        % Return With
                                        Sales Charge           Sales Charge**

Class A Shares*

Year Ended 3/31/94                         +2.89%                  -0.20%
Inception (8/2/91) through 3/31/94         +3.76                   +2.58

[FN]
 *Maximum sales charge is 3%.
**Assuming maximum sales charge.


                                         % Return                 % Return
                                       Without CDSC               With CDSC**

Class B Shares*

Year Ended 3/31/94                         +2.27%                  -0.70%
Inception (8/2/91) through 3/31/94         +3.21                   +2.86

[FN]
 *Maximum contingent deferred sales charge is 3% and is reduced to 0%
  after 3 years.
**Assuming payment of applicable contingent deferred sales charge.


<TABLE>
Performance
Summary--
Class A Shares
<CAPTION>
                        Net Asset Value              Capital Gains
Period Covered      Beginning       Ending            Distributed            Dividends Paid*                % Change**
<C>                   <C>           <C>                   <C>                    <C>                           <C>
8/2/91--12/31/91      $10.00        $9.99                 --                     $0.289                        +2.82%
1992                    9.99         9.77                 --                      0.547                        +3.36
1993                    9.77         9.73                 --                      0.362                        +3.35
1/1/94--5/31/94         9.73         9.53                 --                      0.141                        -0.52
                                                                                 ------
                                                                           Total $1.339

                                                                        Cumulative total return as of 5/31/94: +9.27%**

<FN>
 *Figures may include short-term capital gains distributions.
**Figures assume reinvestment of all dividends and capital gains distributions
  at net asset value on the payable date, and do not include sales charge;
  results would be lower if sales charge was included.
</TABLE>
<PAGE>
<TABLE>
Performance 
Summary--
Class B Shares
<CAPTION>

                        Net Asset Value              Capital Gains
Period Covered      Beginning       Ending            Distributed            Dividends Paid*                % Change**
<C>                   <C>           <C>                   <C>                    <C>                           <C>  
8/2/91--12/31/91      $10.00        $9.99                 --                     $0.268                        +2.60%
1992                    9.99         9.77                 --                      0.497                        +2.84
1993                    9.77         9.73                 --                      0.313                        +2.83
1/1/94--5/31/94         9.73         9.53                 --                      0.122                        -0.71
                                                                                 ------
                                                                           Total $1.200

                                                                       Cumulative total return as of 5/31/94: +7.73%**

<FN>
 *Figures may include short-term capital gains distributions.
**Figures assume reinvestment of all dividends and capital gains distributions
  at net asset value on the payable date, and do not reflect deduction of any
  sales charge; results would be lower if sales charge was deducted.
</TABLE>

<TABLE>
Recent 
Performance
Results
<CAPTION>
                                                                                              12 Month       3 Month
                                             5/31/94        2/28/94        5/31/93            % Change      % Change
<S>                                           <C>            <C>            <C>                <C>          <C>
Class A Shares                                $9.53          $9.72          $9.76              -2.36%       -1.95%
Class B Shares                                 9.53           9.72           9.76              -2.36        -1.95
Class A Shares--Total Return                                                                   +1.28(1)     -1.00(2)
Class B Shares--Total Return                                                                   +0.77(3)     -1.12(4)
Class A Shares--Standardized 30-day Yield      4.05%
Class B Shares--Standardized 30-day Yield      3.67%

<FN>
   *Investment results shown for the 3-month and 12-month periods are before the
    deduction of any sales charges.
(1) Percent change includes reinvestment of $0.355 per share ordinary income dividends.
(2) Percent change includes reinvestment of $0.094 per share ordinary income dividends.
(3) Percent change includes reinvestment of $0.306 per share ordinary income dividends.
(4) Percent change includes reinvestment of $0.082 per share ordinary income dividends.
</TABLE>
<PAGE>
<TABLE>
SCHEDULE OF INVESTMENTS
<CAPTION>
                                     Face                                                                     Value     Percent of
             Index                  Amount                      Issue                            Cost       (Note 1a)   Net Assets
<S>          <S>                 <C>             <S>                                        <C>            <C>               <C>
Adjustable   Constant Maturity   $  5,464,276    Bear Stearns Secured Investors, Inc. II,
Mortgage-    Treasury Indexed                    Pass-Through 91-1-A, 7.90% due 11/25/2021  $  5,567,262   $  5,445,479       1.37%
Backed       Obligations                         Federal Home Loan Mortgage Corporation:
Obliga-                            12,235,245      5.537% due 8/01/2031                       12,648,185     12,502,891       3.15
tions**                               101,234      7.265% due 8/01/2020                          103,575        100,474       0.03
                                    3,207,604      7.732% due 5/01/2015                        3,261,732      3,318,868       0.83
                                                 Federal National Mortgage Association:
                                    2,505,006      5.31% due 11/01/2013                        2,577,025      2,569,197       0.65
                                    1,871,109      6.25% due 9/01/2015                         1,924,903      1,907,946       0.48
                                      703,611      6.628% due 10/01/2013                         723,840        719,222       0.18
                                    7,461,212      6.792% due 12/01/2021                       7,615,099      7,619,763       1.92
                                   26,351,591    Prudential Home Mortgage Securities
                                                 Company, Inc., REMIC (a) 92-35-A1, 5.947%
                                                 due 10/01/2022                               27,010,381     26,475,127       6.66
                                                 Resolution Trust Corporation, REMIC (a):
                                   10,000,000      92-4-B2, 5.729% due 7/25/2028              10,102,247     10,000,000       2.52
                                    2,892,605      91-M7-A3, 6.365% due 1/25/2021              2,901,645      2,892,605       0.73
                                   14,365,846      91-M6-A3, 6.385% due 6/25/2021             14,755,546     14,442,164       3.63
                                   39,063,765      91-M2-A1, 6.76% due 9/25/2020              39,078,985     39,234,669       9.87
                                   21,287,353      91-M2-A3, 6.828% due 9/25/2020             21,340,570     21,619,968       5.44
                                    5,579,206      92-6-B4, 7.367% due 11/25/2025              5,716,682      5,561,743       1.40
                                   14,125,630    Sears Mortgage Securities Corporation,
                                                 REMIC (a) 92-11-A1, 5.524% due
                                                 4/25/2022                                    14,267,924     14,010,859       3.53

             Cost of Funds         10,162,396    DLJ Mortgage Acceptance Corp., REMIC (a)
             Indexed                             91-6-A1, 7.828% due 9/01/2021                10,397,401     10,241,789       2.58
             Obligations                         Federal National Mortgage Association:
                                   27,930,903      4.96% due 5/01/2018                        28,694,603     27,599,224       6.94
                                    1,411,511      5.625% due 7/01/2017                        1,466,979      1,407,983       0.35
                                   11,494,480      5.625% due 10/01/2028                      11,946,177     11,458,560       2.88
                                   11,184,110      5.625% due 2/01/2029                       11,623,611     11,103,724       2.79
                                    2,148,064    Kidder Peabody Acceptance Corporation I,
                                                 REMIC (a) 88-04-A, 6.669% due 1/01/2019       2,225,932      2,126,584       0.53
                                                 Resolution Trust Corporation, REMIC (a):
                                    9,037,206      91-M6-A2, 5.487% due 6/25/2021              9,202,421      8,828,175       2.22
                                   17,638,005      91-M2-A2, 7.552% due 9/25/2020             17,708,248     17,671,076       4.45
                                    2,888,813    Ryland--First Nationwide Trust, REMIC (a)
                                                 88-1-A, 5.773% due 10/25/2018                 2,982,699      2,863,536       0.72
<PAGE>
             London Interbank      13,402,100    Federal Home Loan Mortgage Corporation,
             Offered Rate                        REMIC (a) 92-1363-C, 47.00% (c) due
             Indexed Obligations                 8/15/2022 (d)                                 1,596,897        958,250       0.24
                                    5,913,846    Federal Home Loan Mortgage Corporation,
                                                 3.766% due 2/01/2024                          6,067,450      5,751,216       1.45
                                    5,400,244    Fund America Investors Corporation II,
                                                 Pass-Through (a) 93-K-F, 6.187%
                                                 due 1/25/2023                                 5,400,244      5,400,244       1.36
                                                 Resolution Trust Corporation, REMIC (a):
                                    4,242,827      91-M4-B, 5.937% due 2/25/2020               4,240,175      4,221,613       1.06
                                    6,509,430      91-M7-B, 5.937% due 1/25/2021               6,509,430      6,631,481       1.67
                                   15,000,000      92-C1-B, 5.937% due 8/25/2023              14,446,875     15,225,000       3.83
                                   27,000,000    Saxon Mortgage Securities Corporation,
                                                 REMIC (a) 92-3-B, 5.551% due 10/01/2021      27,620,000     27,472,500       6.91


                                                 Total Investments in Adjustable Rate
                                                 Mortgage-Backed Obligations                 331,724,743    327,381,930      82.37


Fixed Rate                         35,377,546    Capstead Mortgage Securities Corporation 
Mortgage-                                        II, REMIC (a)  93-I-A3, 12.01% (c) due
Backed                                           9/25/2023 (d)                                   505,632        420,108       0.11
Obligations**                       1,003,045    Citicorp Mortgage Securities Inc., REMIC 
                                                 (a) 92-12-A3, 8.00% due 3/25/2021             1,020,660        989,253       0.25
                                    3,266,961    Collateralized Mortgage Securities Corp.,
                                                 REMIC (a) 90-5-L, 11.981% (b) due
                                                 9/20/2020                                       761,229        506,379       0.13
                                  101,156,947    DLJ Mortgage Acceptance Corp., REMIC (a)
                                                 92-6-A1, 14.753% (c) due 7/25/2022 (d)        1,705,161      1,244,230       0.31
                                                 Federal National Mortgage Association,
                                                 REMIC (a):
                                    4,496,068      91-G-46-K, 9.00% (b) due 12/25/2009         1,659,427      1,157,738       0.29
                                      453,540      90-142-K, 10.99% (b) due 7/25/2014            140,966         19,956       0.00
                                    4,105,287    Federal National Mortgage Association, 
                                                 Trust 32-2, 8.46% (c) due 4/01/2018 (d)       3,457,655      1,275,205       0.32
                                    8,513,834    Kidder Peabody Acceptance Corporation,
                                                 REMIC (a) 93-M1-A2, 7.15% due 4/25/2025       8,477,003      8,146,675       2.05
                                                 Prudential Home Mortgage Securities 
                                                 Company, Inc., REMIC (a):
                                   23,112,384      93-44-A2, 6.75% due 8/25/2023              23,542,600     23,061,826       5.80
                                       42,338      92-1-A9, 13.00% (c) due 2/25/2022              80,259         24,556       0.01
                                   29,947,399    Residential Funding Mortgage Securities I,
                                                 Inc., REMIC (a) 92-S3-A9, 14.00% (c)
                                                 due 1/01/2007 (d)                             2,198,796         89,842       0.02
                                    8,926,386    Resolution Trust Corporation, REMIC (a)
                                                 92-CHF-B, 7.15% due 12/25/2020                9,036,623      8,937,544       2.25
                                                 Sears Mortgage Securities Corp., REMIC
                                                 (a):
                                   67,318,483      92-12-A3, 18.00% (c) due 7/25/2023 (d)        851,848        883,555       0.22
                                      513,729      91-K-A4, 18.00% (b) due 9/25/2021             753,622        780,868       0.20
<PAGE>

                                                 Total Investments in Fixed Rate
                                                 Mortgage-Backed Obligations                  54,191,481     47,537,735      11.96


                                                 Total Investments in Mortgage-Backed
                                                 Obligations                                 385,916,224    374,919,665      94.33
</TABLE>

<TABLE>
SCHEDULE OF INVESTMENTS
<CAPTION>
                                     Face                                                                     Value     Percent of
             Index                  Amount                       Issue                           Cost       (Note 1a)   Net Assets
<S>          <S>                 <C>             <S>                                        <C>            <C>              <C>
Short-Term   Repurchase          $ 15,800,000    Nikko Securities International, Inc.,
Securities   Agreements***                       purchased on 5/31/1994 to yield 4.30%
                                                 to 6/01/1994                               $ 15,800,000   $ 15,800,000       3.98%


             US Government         10,000,000    Federal Home Loan Mortgage Association,
             & Agency                            4.17% due 6/27/1994                           9,969,883      9,969,883       2.51
             Obligations****


                                                 Total Investments in Short-Term Securities   25,769,883     25,769,883       6.49


                                                 Total Investments                          $411,686,107    400,689,548     100.82
                                                                                            ============
                                                 Liabilities in Excess of Other Assets                       (3,270,253)     (0.82)
                                                                                                           ------------     -------
                                                 Net Assets                                                $397,419,295     100.00%
                                                                                                           ============     =======
<PAGE>
<FN>
   *Adjustable Rate Obligations have coupon rates which reset
    periodically.
  **Mortgage-Backed Obligations are subject to principal paydowns as
    a result of prepayments or refinancings of the underlying mortgage
    instruments. As a result, the average life may be substantially less
    than the original maturity.
 ***Repurchase Agreements are fully collateralized by US Government
    & Agency Obligations.
****US Government & Agency Obligations are traded on a discount basis;
    the interest rate shown is the discount rate paid at the time of purchase
    by the Fund.
(a) Real Estate Mortgage Investment Conduits (REMIC).
(b) Represents the approximate yield to maturity. These securities have
    a high coupon interest rate and were purchased at a substantial
    premium to their original face amounts. Monthly premium amortization,
    due to prepayments, reduces considerably the net interest income
    earned on these securities.
(c) Represents the approximate yield to maturity.
(d) Represents the interest only portion of a mortgage-backed obligation.

    See Notes to Financial Statements.
</TABLE>

<TABLE>
STATEMENT OF ASSETS AND LIABILITIES
<CAPTION>
              As of May 31, 1994
<S>           <S>                                                                                     <C>             <C>
Assets:       Investments, at value (identified cost--$411,686,107) (Notes 1a & 1b)                                   $400,689,548
              Cash                                                                                                         145,408
              Receivables:
                Interest                                                                              $  2,144,671
                Principal paydowns                                                                         702,780
                Capital shares sold                                                                        296,728       3,144,179
                                                                                                      ------------
              Deferred organization expenses (Note 1g)                                                                      51,197
              Prepaid registration fees and other assets (Note 1g)                                                          74,675
                                                                                                                      ------------
              Total assets                                                                                             404,105,007
                                                                                                                      ------------

<PAGE>
Liabilities:  Payables:
                Capital shares redeemed                                                                  5,508,500
                Dividends to shareholders (Note 1h)                                                        521,552
                Distributor (Note 2)                                                                       243,640
                Investment adviser (Note 2)                                                                169,204       6,442,896
                                                                                                      ------------
              Accrued expenses and other liabilities                                                                       242,816
                                                                                                                      ------------
              Total liabilities                                                                                          6,685,712
                                                                                                                      ------------


Net Assets:   Net assets                                                                                              $397,419,295
                                                                                                                      ============


Net Assets    Class A Common Stock, $0.10 par value, 100,000,000 shares authorized                                        $241,816
Consist of:   Class B Common Stock, $0.10 par value, 200,000,000 shares authorized                                       3,926,889
              Paid-in capital in excess of par                                                                         427,747,212
              Undistributed investment income--net                                                                         362,953
              Accumulated realized capital losses--net (Note 5)                                                        (23,863,016)
              Unrealized depreciation on investments--net                                                              (10,996,559)
                                                                                                                      ------------
              Net assets                                                                                              $397,419,295
                                                                                                                      ============


Net Asset     Class A--Based on net assets of $23,043,432 and 2,418,159 shares outstanding                            $       9.53
Value:                                                                                                                ============
              Class B--Based on net assets of $374,375,863 and 39,268,886 shares outstanding                          $       9.53
                                                                                                                      ============
              See Notes to Financial Statements.
</TABLE>

<TABLE>
STATEMENT OF OPERATIONS
<CAPTION>
              For the Year Ended May 31, 1994
<S>           <S>                                                                                                     <C> 
Investment    Interest and discount earned, net of premium amortization                                               $ 25,076,112
Income        Other                                                                                                        217,119
(Note 1f):                                                                                                            ------------
              Total income                                                                                              25,293,231
                                                                                                                      ------------

<PAGE>
Expenses:     Distribution fees--Class B (Note 2)                                                                        3,808,315
              Investment advisory fees (Note 2)                                                                          2,710,336
              Transfer agent fees--Class B (Note 2)                                                                        451,897
              Accounting services (Note 2)                                                                                 226,047
              Printing and shareholder reports                                                                             145,025
              Professional fees                                                                                             87,612
              Maintenance fees--Class A (Note 2)                                                                            85,730
              Custodian fees                                                                                                64,345
              Registration fees (Note 1g)                                                                                   51,643
              Directors' fees and expenses                                                                                  40,587
              Transfer agent fees--Class A (Note 2)                                                                         28,456
              Amortization of organization expenses (Note 1g)                                                               23,565
              Other                                                                                                         41,965
                                                                                                                      ------------
              Total expenses                                                                                             7,765,523
                                                                                                                      ------------
              Investment income--net                                                                                    17,527,708
                                                                                                                      ------------


Realized &    Realized loss on investments--net                                                                        (19,663,874)
Unrealized    Change in unrealized depreciation on investments--net                                                      8,608,834
Gain (Loss)                                                                                                           ------------
on Invest-    Net Increase in Net Assets Resulting from Operations                                                    $  6,472,668
ments--Net                                                                                                            ============
(Notes 1f & 3):

              See Notes to Financial Statements.
</TABLE>

<TABLE>
STATEMENTS OF CHANGES IN NET ASSETS
<CAPTION>
                                                                                                  For the Year Ended May 31,
              Increase (Decrease) in Net Assets:                                                 1994                     1993
<S>           <S>                                                                           <C>                       <C>
Operations:   Investment income--net                                                        $ 17,527,708              $ 39,959,417
              Realized loss on investments--net                                              (19,663,874)               (3,230,836)
              Change in unrealized depreciation on investments--net                            8,608,834               (13,586,313)
                                                                                            ------------              ------------
              Net increase in net assets resulting from operations                             6,472,668                23,142,268
                                                                                            ------------              ------------


Dividends to  Investment income--net:
Shareholders  Class A                                                                         (1,245,307)               (3,578,083)
(Note 1h):    Class B                                                                        (15,919,448)              (36,381,334)
                                                                                            ------------              ------------
              Net decrease in net assets resulting from dividends to shareholders            (17,164,755)              (39,959,417)
                                                                                            ------------              ------------

<PAGE>
Capital       Net decrease in net assets derived from capital share transactions            (332,880,261)             (209,712,303)
Share                                                                                       ------------              ------------
Transactions
(Note 4):

Net Assets:   Total decrease in net assets                                                  (343,572,348)             (226,529,452)
              Beginning of year                                                              740,991,643               967,521,095
                                                                                            ------------              ------------
              End of year*                                                                  $397,419,295              $740,991,643
                                                                                            ============              ============
             *Undistributed investment income--net                                          $    362,953              $         --
                                                                                            ============              ============

              See Notes to Financial Statements.
</TABLE>

<TABLE>
FINANCIAL HIGHLIGHTS
<CAPTION>
              The following per share data and               Class A                                 Class B
              ratios have been derived from                                   For the                                 For the
              information provided in the finan-                              Period                                  Period
              cial statements.                                               August 2,                               August 2,
                                                                             1991++ to                               1991++ to
              Increase (Decrease) in             For the Year Ended May 31,   May 31,    For the Year Ended May 31,   May 31,
              Net Asset Value:                       1994        1993          1992         1994         1993          1992
<S>           <S>                                 <C>          <C>           <C>          <C>          <C>          <C> 
Per Share     Net asset value, beginning of
Operating     period                              $    9.76    $    9.92     $  10.00     $   9.76     $   9.92     $   10.00
Performance:                                      ---------    ---------     --------     --------     --------     ---------
            
              Investment income--net                    .37          .45          .56          .32          .40           .52
              Realized and unrealized loss on
              investments--net                         (.24)        (.16)        (.08)        (.24)        (.16)         (.08)
                                                  ---------    ---------     --------     --------     --------     ---------
              Total from investment
              operations                                .13          .29          .48          .08          .24           .44
                                                  ---------    ---------     --------     --------     --------     ---------
              Less dividends:
              Investment income--net                   (.36)        (.45)        (.56)        (.31)        (.40)         (.52)
                                                  ---------    ---------     --------     --------     --------     ---------
              Net asset value, end of
              period                              $    9.53    $    9.76     $   9.92     $   9.53     $   9.76     $    9.92
                                                  =========    =========     ========     ========     ========     =========


Total         Based on net asset value
Investment    per share                               1.28%        2.99%        4.75%++++    0.77%        2.48%         4.33%++++
Return:**                                         =========    =========     ========     ========     ========     =========

<PAGE>
Ratios to     Expenses, net of reimbursement
Average Net   and excluding maintenance and
Assets:       distribution fees                        .71%         .66%         .62%*        .71%         .65%          .61%*
                                                  =========    =========     ========     ========     ========     =========
              Expenses, net of reimbursement           .96%         .91%         .87%*       1.46%        1.40%         1.36%*
                                                  =========    =========     ========     ========     ========     =========
              Expenses                                 .96%         .91%         .96%*       1.46%        1.40%         1.47%*
                                                  =========    =========     ========     ========     ========     =========
              Investment income--net                  3.69%        4.79%        6.54%*       3.20%        4.15%         6.07%*
                                                  =========    =========     ========     ========     ========     =========


Supplemental  Net assets, end of period
Data:         (in thousands)                      $  23,043    $  51,398     $ 80,411     $374,376     $689,593     $ 887,110
                                                  =========    =========     ========     ========     ========     =========
              Portfolio turnover                     60.38%      104.71%       94.72%       60.38%      104.71%        94.72%
                                                  =========    =========     ========     ========     ========     =========

          <FN>
             *Annualized.
            **Total investment returns exclude the effects of sales loads.
            ++Commencement of Operations.
          ++++Aggregate total investment return.

              See Notes to Financial Statements.
</TABLE>


NOTES TO FINANCIAL STATEMENTS

1. Significant Accounting Policies:
Merrill Lynch Adjustable Rate Securities Fund, Inc. (the "Fund") is
registered under the Investment Company Act of 1940 as a diversi-
fied, open-end management investment company. The Fund offers both
Class A and Class B Shares. Class A Shares are sold with a front-
end sales charge. Class B Shares may be subject to a contingent
deferred sales charge. Both classes of shares have identical voting,
dividend, liquidation and other rights and the same terms and con-
ditions, except that Class A Shares bear the expenses of the on-
going account maintenance fee and have exclusive voting rights with
respect to such maintenance fee expenditures and Class B Shares bear
certain expenses related to the distribution of such shares and have
exclusive voting rights with respect to matters relating to such
distribution expenditures. The following is a summary of significant
accounting policies followed by the Fund.
<PAGE>
(a) Valuation of investments--Portfolio securities which are traded
in the market are valued at the last available bid price in the market
or on the basis of yield equivalents as obtained from one or more deal-
ers that make markets in such securities. Options on mortgage-backed
securities and other securities of the Fund which are traded on
exchanges are valued at their last bid price in the case of options
purchased by the Fund and their last asked price in the case of
options written by the Fund. Options traded on the market are valued
at their last bid price or asked price as obtained from at least
two independent entities (one of which is not a party to the option).
Interest rate futures contracts and options thereon, which are traded
on exchanges, are valued at their last sale price as of the close of
such exchanges. Securities for which market quotations are not readily
available are valued at their fair value as determined in good faith
by or under the direction of the Board of Directors of the Fund.

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

(c) Options--When the Fund sells an option, an amount equal to the
premium received by the Fund is reflected as an asset and an equiva-
lent liability. The amount of the liability is subsequently marked to
market to reflect the current market value of the option written.
When a security is 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 that the cost of the closing trans-
action is less than or greater than the premiums paid or received).

Written and purchased options are non-income producing
investments.
<PAGE>
(d) Futures contracts--The Fund may purchase or sell interest rate
futures contracts and related options on such futures contracts. Upon
entering into a contract, the Fund deposits and maintains as col-
lateral 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 margins and are recorded by the Fund as unrealized
gains or losses. When the contract is closed, the Fund records a real-
ized 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.

(e) Income taxes--It is the Fund's policy to comply with the require-
ments of the Internal Revenue Code applicable to regulated invest-
ment companies and to distribute substantially all of its taxable
income to its shareholders. Therefore, no Federal income tax pro-
vision is required.

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

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

(h) Dividends and distributions--All or a portion of the Fund's net
investment income is declared daily and paid monthly. Distributions
paid by the Fund are recorded on the ex-dividend dates.

(i) Dollar rolls--The Fund sells mortgage-backed securities for
delivery in the current month and simultaneously contracts to
repurchase substantially similar (same type, coupon and maturity)
securities on a specific future date.
<PAGE>
2. Investment Advisory Agreement and Transactions
with Affiliates:
The Fund has entered into an Investment Advisory Agreement with
Merrill Lynch Asset Management, L.P. ("MLAM"). Effective January 1,
1994, the investment advisory business of MLAM was reorganized
from a corporation to a limited partnership. Both prior to and after
the reorganization, ultimate control of MLAM was vested with
Merrill Lynch & Co., Inc. ("ML & Co."). The general partner of
MLAM is Princeton Services, Inc., an indirect wholly-owned
subsidiary of ML & Co. The limited partners are ML & Co. and
Merrill Lynch Investment Management, Inc. ("MLIM"), which is also
an indirect wholly-owned subsidiary of ML & Co. The Fund has
entered into a Distribution Agreement and a Distribution Plan with
Merrill Lynch Funds Distributor, Inc. ("MLFD" or "Distributor"),
a wholly-owned subsidiary of MLIM.

MLAM is responsible for the management of the Fund's portfolio
and provides the necessary personnel, facilities, equipment and
certain other services necessary to the operations of the Fund. For
such services, the Fund pays a monthly fee of 0.50%, on an annual
basis, of the average daily value of the Fund's net assets. For the
year ended May 31, 1994, MLAM earned fees of $2,710,336. The Invest-
ment Advisory Agreement obligates MLAM to reimburse the Fund to the
extent the Fund's expenses (excluding interest, taxes, distribution
fees, brokerage fees and commissions, and extraordinary items)
exceed 2.5% of the Fund's first $30 million of average daily net
assets, 2.0% of the Fund's next $70 million of average daily net
assets, and 1.5% of the average daily net assets in excess thereof.
No fee payment will be made to MLAM during any fiscal year which
will cause such expenses to exceed the most restrictive expense
limitation at the time of such payment.
<PAGE>
The Fund has adopted separate Plans of Distribution (the "Distri-
bution Plans") for Class A and Class B Shares in accordance with
Rule 12b-1 under the Investment Company Act of 1940, pursuant to
which MLFD receives from the Fund at the end of each month (a)
an account maintenance fee, at an annual rate of 0.25% of the
average daily net assets of the Fund's Class A Shares, in order to
compensate the Distributor in connection with account mainte-
nance activities, and (b) an account maintenance fee and a distribu-
tion fee relating to Class B Shares, accrued daily and paid monthly,
at the annual rate of 0.25% and 0.50%, respectively, of the average
daily net assets of the Fund attributable to Class B Shares. In order
to compensate the Distributor for the services it provides and the
expenses borne by the Distributor under the Distribution Agree-
ment. As authorized by the Distribution Plans, the Distributor has
entered into an agreement with Merrill Lynch, Pierce, Fenner &
Smith Inc. ("MLPF&S"), which provides for the compensation of
MLPF&S in connection with account maintenance activities for
Class A Shares and for providing distribution-related services to the
Fund for Class B Shares. For the year ended May 31, 1994, MLFD
earned $85,730 and $3,808,315 for Class A and Class B Shares,
respectively, under the Distribution Plans, all of which was paid to
MLPF&S pursuant to the agreement. For the year ended May 31,
1994, MLFD earned underwriting discounts of $11,772, and MLPF&S
earned dealer concessions of $49,708 on the sale of the Fund's
Class A Shares. MLPF&S also received contingent deferred sales
charges of $2,010,325 relating to Class B Share transactions during
the year.

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

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

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


NOTES TO FINANCIAL STATEMENTS (concluded)
<PAGE>
3. Investments:
Purchases and sales of investments, excluding short-term securities,
for the year ended May 31, 1994 were $328,517,202 and $715,564,238,
respectively.

Net realized and unrealized losses as of May 31, 1994 were as follows:

                                      Realized          Unrealized
                                       Losses             Losses

Long-term investments               $(19,663,837)       $(10,996,559)
Short-term investments                       (37)                 --
                                    ------------        ------------
Total                               $(19,663,874)       $(10,996,559)
                                    ============        ============

As of May 31, 1994, net unrealized depreciation for Federal income
tax purposes aggregated $12,835,753, of which $1,456,009 related
to appreciated securities and $14,291,762 related to depreciated
securities. The aggregate cost of investments at May 31, 1994 for
Federal income tax purposes was $413,525,301.

4. Capital Share Transactions:
Net decrease in net assets derived from capital share transactions
was $332,880,261 and $209,712,303 for the years ended May 31, 1994
and May 31, 1993, respectively.

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

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

Shares sold                            1,365,792       $  13,269,165
Shares issued to shareholders
in reinvestment of dividends
to shareholders                           75,693             735,836
                                    ------------       -------------
Total issued                           1,441,485          14,005,001
Shares redeemed                       (4,289,994)        (41,714,877)
                                    ------------       -------------
Net decrease                          (2,848,509)      $ (27,709,876)
                                    ============       =============

<PAGE>
Class A Shares for the Year                                 Dollar
Ended May 31, 1993                      Shares              Amount

Shares sold                            5,909,926       $  58,465,229
Shares issued to shareholders
in reinvestment of dividends
to shareholders                          210,719           2,068,479
                                    ------------       -------------
Total issued                           6,120,645          60,533,708
Shares redeemed                       (8,960,468)        (87,979,025)
                                    ------------       -------------
Net decrease                          (2,839,823)      $ (27,445,317)
                                    ============       =============


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

Shares sold                            4,768,628       $  46,269,096
Shares issued to shareholders
in reinvestment of dividends
to shareholders                          966,330           9,395,018
                                    ------------       -------------
Total issued                           5,734,958          55,664,114
Shares redeemed                      (37,100,715)       (360,834,499)
                                    ------------       -------------
Net decrease                         (31,365,757)      $(305,170,385)
                                    ============       =============


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

Shares sold                           28,963,546       $ 285,135,805
Shares issued to shareholders
in reinvestment of dividends
to shareholders                        2,110,164          20,705,785
                                    ------------       -------------
Total issued                          31,073,710         305,841,590
Shares redeemed                      (49,873,230)       (488,108,576)
                                    ------------       -------------
Net decrease                         (18,799,520)      $(182,266,986)
                                    ============       =============

<PAGE>
5. Capital Loss Carryforward:
At May 31, 1994, the Fund had a net capital loss carryforward of
approximately $21,580,000, all of which expires in 2002. This amount
will be available to offset like amounts of any future taxable gains.


<AUDIT-REPORT>
INDEPENDENT AUDITORS' REPORT

The Board of Directors and Shareholders,
Merrill Lynch Adjustable Rate Securities Fund, Inc.:

We have audited the accompanying statement of assets and liabilities,
including the schedule of investments, of Merrill Lynch Adjustable
Rate Securities Fund, Inc. as of May 31, 1994, the related 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 financial
highlights for each of the years in the two-year period then ended
and the period August 2, 1991 (commencement of operations) to May 31,
1992. These financial statements and financial highlights are the
responsibility of the Fund's management. Our responsibility is to
express an opinion on these financial statements and financial high-
lights based on our audits.

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

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

Deloitte & Touche
Princeton, New Jersey
June 30, 1994
</AUDIT-REPORT>
<PAGE>

APPENDIX: GRAPHIC AND IMAGE MATERIAL 

Item 1:

Total Return Based on a $10,000 Investment

A line graph depicting the growth of an investment in the Fund's
Class A and Class B Shares compared to the growth of an investment in
the Lehman Brothers Short Government Index (1-2 years) and the 
Six-Month Treasury Bill Index. Beginning and ending values are:

                                      8/2/91**       5/31/94

ML Adjustable Rate Securities
Fund, Inc.++--Class A Shares*        $ 9,700         $10,599

ML Adjustable Rate Securities
Fund, Inc.++--Class B Shares         $10,000         $10,678

Lehman Brothers Short
Government Index (1-2 years)++++     $10,000         $11,713

Six-Month Treasury Bill Index++++++  $10,000         $11,145

[FN]
     *Assuming maximum sales charge, transaction costs and other
      operating expenses, including advisory fees.
    **Commencement of Operations.
    ++Merrill Lynch Adjustable Rate Securities Fund, Inc. invests
      primarily in adjustable rate securities, consisting
      principally of morgage-backed and asset-backed securities.
  ++++This unmanaged index is comprised of all US Goverment
      Agency and Treasury securities with maturities of one to
      two years.
++++++This unmanaged Index is comprised of US Treasury bills
      maturing in up to six months.



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