MERRILL LYNCH LATIN AMERICA FUND INC
N-30D, 1996-07-24
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MERRILL LYNCH
LATIN AMERICA
FUND, INC.







FUND LOGO






Semi-Annual Report

May 31, 1996




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 a
solicitation of an offer to buy shares of the Fund unless
accompanied or preceded by the Fund's current prospectus. Past
performance results shown in this report should not be considered a
representation of future performance. Investment return and
principal value of shares will fluctuate so that shares, when
redeemed, may be worth more or less than their original cost.
Statements and other information herein are as dated and are subject
to change.










Merrill Lynch
Latin America
Fund, Inc.
Box 9011
Princeton, NJ
08543-9011



MERRILL LYNCH LATIN AMERICA FUND, INC.


Asset Allocation*
As a Percentage of
Net Assets as of
May 31, 1996


A map illustrating the following percentages:

Mexico                                    27.6%

Panama                                     0.6%

Venezuela                                  2.9%

Colombia                                   1.7%

Peru                                       3.9%

Brazil                                    36.8%

Argentina                                 13.0%

Chile                                      7.7%


[FN]
*Total may not equal 100% and does not include short-term
 securities.
<PAGE>


DEAR SHAREHOLDER

During the six-month period ended May 31, 1996, total returns for
Merrill Lynch Latin America Fund, Inc.'s Class A, Class B, Class C
and Class D Shares were +19.24%, +18.62%, +18.62% and +19.10%,
respectively. The total return of the unmanaged Morgan Stanley
Capital International Latin America Free Index was +18.09% during
the same period. The Fund's performance is attributed largely to the
outperformance of our investments in Mexico and Chile, where the
value of our investments rose 32.83% and 8.70%, respectively,
compared to their local markets which rose 20.15% and 3.71%,
respectively (in US dollar terms). (Investment results shown do not
reflect sales charges, and would be lower if sales charges were
included. Complete performance information, including average annual
total returns, can be found on pages 4--6 of this report to
shareholders.)

We also achieved a higher level of investment during the six-month
period ended May 31, 1996 by reducing the Fund's cash position from
7.7% of net assets to 2.0%. Constraining performance were the Fund's
underweighting in Argentina and, at the beginning of the May period,
its overweighting in Venezuela whose official exchange rate devalued
steeply in December 1995. Also detrimental to the Fund's performance
was the write-down of its holdings in Banco Nacional S.A. (Brazil)
after intervention by the central bank of Brazil and the sale of
Banco Nacional's assets to another institution.

Investment Overview
Many of the trends that we noted in our shareholder letter for the
quarter ended February 29, 1996 continued. For example, for the most
part investor sentiment toward Latin America continued to be
positive, although not without some setbacks. During the six-month
period ended May 31, 1996, macroeconomic factors were critical to
local stock market performance. For Argentina, the driving forces
were the economic turnaround, the rise of US interest rates, and the
political conflict between President Menem and Economy Minister
Domingo Cavallo. While industrial production and unemployment
figures remained depressed, they were not as dire as predicted, and
hence left room for more optimism on the Argentine economy for the
rest of 1996 and into 1997. On the other hand, the impact of
movements in US interest rates was most acutely felt on the
Argentine bolsa, because of the monetary constraints which the
convertibility model--by using a fixed exchange rate--imposes on the
Argentine economy.
<PAGE>
For Brazil, the progress of fiscal reforms dominated investor
concerns. We noted in our February 29, 1996 quarterly shareholder
letter that there was much optimism in Brazil as investors
anticipated congressional passage of reforms to reduce the country's
fiscal deficit. There was also much enthusiasm over the possible
privatization of Light-Servicios de Electricidade S.A. (Light), an
electric utility. However, beginning in the second quarter of 1996,
investor optimism over the rapid passage of fiscal reforms began to
wane as various measures became stalled in the congress. Although
corporate earnings for certain sectors, such as white goods
manufacturers, remained good, it became apparent that concern over
the fiscal situation and its subsequent impact on high real interest
rates was dampening expectations.

For Mexico, the economic turnaround, the movement of US interest
rates and, to a lesser extent, the progress of the US stock market
were the key factors influencing the trend in stock prices. During
the quarter ended May 31, 1996, there were few political
developments of consequence. Progress on the economic front was
evidenced by a gradual decline in interest rates. Furthermore, after
a period of volatility in the exchange rate in the fall of 1995, the
peso was more stable for most of the May period. A related concern
was the fragility of the Mexican banking system. For the most part,
bank earnings were discouraging, but not unexpected, given the
economic environment since the devaluation of the peso in December
1994. However, with the implementation of various government support
programs for the banking sector, including the recent mortgage
support program, investors are now beginning to look past 1996 in
the belief that when the economic turnaround gains momentum, the
banks will be well-positioned.

During the three months ended May 31, 1996, the Venezuelan stock
market rallied significantly, even when considered in US dollar
terms. The country suffered from an economic crisis for three years,
and its stock market is now being driven by the economic reform
process and the movement of local interest rates. Examples of
economic reform were the liberalization of the foreign exchange rate
and the resumption of negotiations with the International Monetary
Fund. Interest rates on Venezuelan government bonds declined over
the May period. While we are encouraged by events in Venezuela, we
caution our shareholders that until substantial fiscal reforms are
implemented, we should expect stock market and currency volatility
to continue.
<PAGE>
Investment Activities
During the quarter ended May 31, 1996, we added to our equity
investments in Argentina, Brazil and Mexico. In Brazil, we increased
our holdings in Petroleo Brasileiro S.A. (Petrobras), the state-
owned petroleum company, because of its very attractive valuation
when compared to international petroleum companies, and because of
new legislation permitting it to establish foreign alliances.

In Peru, we added Compania de Minas Buenaventura S.A., a gold mining
company with low-cost production, to the portfolio.

In Conclusion
We continue to believe that in the long term, Latin American
securities markets will outperform those in more developed countries
albeit with greater volatility. We are encouraged by the incipient
signs of recovery in the Mexican and Argentine economies, and the
movement toward economic reform in Venezuela. On a long-term basis,
Brazilian companies have great potential, but it would be prudent to
acknowledge the detrimental impact that delayed fiscal reforms would
have in the country's economic stability. Over the past six months,
except for Colombia, the region was spared serious political
upheaval, but it should not be forgotten that this too, like the
economic forces mentioned earlier, can also become decisive in the
region.

We appreciate your ongoing interest in Merrill Lynch Latin America
Fund, Inc., and we look forward to assisting you with your financial
needs in the months and years ahead.

Sincerely,




(Arthur Zeikel)
Arthur Zeikel
President




(Grace Pineda)
Grace Pineda
Vice President and Portfolio Manager
<PAGE>




July 3, 1996






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.
Global Securities Services
4 MetroTech Center, 18th Floor
Brooklyn, New York 11245

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


<PAGE>
PERFORMANCE DATA


About Fund 
Performance

Investors are 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, as detailed in the Fund's prospectus. If you were a Class
  A shareholder prior to October 21, 1994, your Class A Shares were
  redesignated to Class D Shares on October 21, 1994, which, in the
  case of certain eligible investors, were simultaneously exchanged
  for Class A Shares.

* 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).

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.


<PAGE>
Average Annual
Total Return


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

Class A Shares*

Year Ended 3/31/96                        +19.75%        +13.46%
Inception (10/21/94) through 3/31/96      -25.64         -28.36

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


                                        % Return         % Return
                                       Without CDSC     With CDSC**

Class B Shares*

Year Ended 3/31/96                        +18.63%        +14.63%
Inception (9/27/91) through 3/31/96       + 4.22         + 4.22

[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
                                       Without CDSC     With CDSC**

Class C Shares*

Year Ended 3/31/96                        +18.51%        +17.51%
Inception (10/21/94) through 3/31/96      -26.41         -26.41

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


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

Class D Shares*

Year Ended 3/31/96                        +19.46%        +13.19%
Inception (9/27/91) through 3/31/96       + 5.03         + 3.78

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

<TABLE>
Performance
Summary--
Class A Shares
<CAPTION>
                           Net Asset Value            Capital Gains
Period Covered           Beginning    Ending           Distributed         Dividends Paid*      % Change**
<S>                       <C>         <C>                 <C>                   <C>              <C>
10/21/94--12/31/94        $18.22      $13.67              $0.396                $0.118           -22.63%
1995                       13.67       10.41                --                    --             -23.85
1/1/96--5/31/96            10.41       12.52                --                    --             +20.27
                                                          ------                ------ 
                                                    Total $0.396          Total $0.118

                                                          Cumulative total return as of 5/31/96: -29.14%**
<FN>
 *Figures may include short-term capital gains distributions.
**Figures assume reinvestment of all dividends and capital gains
  distributions at net asset value on the ex-dividend date, and do not
  include sales charge; results would be lower if sales charge was
  included.
</TABLE>


<TABLE>
Performance
Summary--
Class B Shares
<CAPTION>
                           Net Asset Value            Capital Gains
Period Covered           Beginning    Ending           Distributed         Dividends Paid*      % Change**
<S>                       <C>         <C>                 <C>                   <C>              <C>
9/27/91--12/31/91         $10.00      $10.32                --                  $0.098           + 4.22%
1992                       10.32       10.22                --                   0.227           + 1.34
1993                       10.22       16.61                --                   0.048           +63.05
1994                       16.61       13.55              $0.396                 0.118           -15.86
1995                       13.55       10.21                --                    --             -24.65
1/1/96--5/31/96            10.21       12.23                --                    --             +19.78
                                                          ------                ------ 
                                                    Total $0.396          Total $0.491

                                                          Cumulative total return as of 5/31/96: +30.78%**

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

<TABLE>
Performance
Summary--
Class C Shares
<CAPTION>
                           Net Asset Value            Capital Gains
Period Covered           Beginning    Ending           Distributed         Dividends Paid*      % Change**
<S>                       <C>         <C>                 <C>                   <C>              <C>                      
10/21/94--12/31/94        $18.10      $13.55              $0.396                $0.118           -22.78%
1995                       13.55       10.21                --                    --             -24.65
1/1/96--5/31/96            10.21       12.23                --                    --             +19.78
                                                          ------                ------
                                                    Total $0.396          Total $0.118

                                                          Cumulative total return as of 5/31/96: -30.30%**

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



PERFORMANCE DATA (concluded)

<TABLE>
Performance
Summary--
Class D Shares***
<CAPTION>
                           Net Asset Value            Capital Gains
Period Covered           Beginning    Ending           Distributed         Dividends Paid*      % Change**
<S>                       <C>         <C>                 <C>                   <C>              <C>
9/27/91--12/31/91         $10.00      $10.31                --                  $0.125           + 4.40%
1992                       10.31       10.19                --                   0.326           + 2.15
1993                       10.19       16.62                --                   0.108           +64.27
1994                       16.62       13.66              $0.396                 0.118           -15.24
1995                       13.66       10.38                --                    --             -24.01
1/1/96--5/31/96            10.38       12.47                --                    --             +20.13
                                                          ------                ------
                                                    Total $0.396          Total $0.677

                                                          Cumulative total return as of 5/31/96: +35.55%**
<FN>
  *Figures may include short-term capital gains distributions.
 **Figures assume reinvestment of all dividends and capital gains
   distributions at net asset value on the ex-dividend date, and do not
   include sales charge; results would be lower if sales charge was
   included.
***As a result of the implementation of the Merrill Lynch Select
   Pricing SM System, Class A Shares of the Fund outstanding prior to
   October 21, 1994 were redesignated to Class D Shares.
</TABLE>
<PAGE>

<TABLE>
Recent
Performance
Results*
<CAPTION>
                                                                                    12 Month    3 Month
                                                 5/31/96     2/29/96    5/31/95     % Change    % Change
<S>                                               <C>        <C>        <C>         <C>          <C>
Class A Shares                                    $12.52     $11.14     $10.77      +16.25%      +12.39%
Class B Shares                                     12.23      10.91      10.63      +15.05       +12.10
Class C Shares                                     12.23      10.90      10.63      +15.05       +12.20
Class D Shares                                     12.47      11.10      10.76      +15.89       +12.34
Class A Shares--Total Return                                                        +16.25       +12.39
Class B Shares--Total Return                                                        +15.05       +12.10
Class C Shares--Total Return                                                        +15.05       +12.20
Class D Shares--Total Return                                                        +15.89       +12.34

<FN>
*Investment results shown do not reflect sales charges; results
 shown would be lower if a sales charge was included.
</TABLE>


<PAGE>
<TABLE>
CONSOLIDATED SCHEDULE OF INVESTMENTS                                                                          (in US dollars)
<CAPTION>
                                  Shares Held/                                                           Value     Percent of
COUNTRY    Industries             Face Amount            Long-Term Investments              Cost       (Note 1a)   Net Assets
<S>          <S>            <S>   <C>           <S>                                    <C>              <C>           <C>
Argentina    Automotive             265,000     Mirgor S.A. C.I.F.I.A. (ADR)(2)(b)     $    679,062     $    735,375    0.1%

             Banking                 69,620     Banco de Galicia y Buenos Aires S.A.
                                                  (ADR)(2)                                1,010,375        1,627,368    0.2
                                    208,075     Banco Frances del Rio de la
                                                  Plata S.A.                              4,784,517        5,852,109    0.8
                                                                                       ------------     ------------  ------
                                                                                          5,794,892        7,479,477    1.0

             Beverages &            637,000     Quilmes Industrial S.A.                   6,688,500        7,803,250    1.0
             Tobacco

             Energy Sources         630,267     Yacimientos Petroliferos Fiscales
                                                  S.A. (Sponsored) (ADR)(2)              12,722,346       13,865,874    1.9

             Foreign        ARS   8,400,000     Republic of Argentina, Floating
             Government                           Rate Notes, 6.312% due
             Obligations                          3/31/2005 (1)                           5,854,289        6,468,000    0.9

             Merchandising          358,469     Grimoldi S.A. (Class B)                   2,189,332        1,971,875    0.3

             Multi-Industry       2,330,533     Compania Naviera Perez Companc
                                                  S.A.C.F.I.M.F.A. (b)                    9,347,518       14,871,031    2.0

             Real Estate          1,166,915  +++Inversiones y Representaciones
                                                  S.A. (IRSA)                             3,126,377        3,816,385    0.5
                                    111,361  +++Inversiones y Representaciones S.A.
                                                  (IRSA) (GDR)(3)                         2,974,708        3,605,312    0.5
                                                                                       ------------     ------------  ------
                                                                                          6,101,085        7,421,697    1.0

             Telecommuni-           254,800     Telecom Argentina Stet--France
             cations                              Telecom S.A. (ADR)(2)                  12,948,581       11,848,200    1.6
                                    776,300     Telefonica de Argentina S.A.
                                                  (ADR)(2)                               22,248,409       22,609,738    3.0
                                    525,000     Telefonica de Argentina S.A.
                                                  (Class B)                               1,497,352        1,533,230    0.2
                                                                                       ------------     ------------  ------
                                                                                         36,694,342       35,991,168    4.8

                                                Total Long-Term Investments in
                                                Argentina                                86,071,366       96,607,747   13.0


Brazil       Appliances &       263,225,000     Refrigeracao Parana S.A. (Preferred)        719,971          603,993    0.1
             Household
             Durables

             Banking          2,293,534,640     Banco Bradesco S.A. (Preferred)          19,445,548       26,658,317    3.6
                                 29,140,400     Banco Itau S.A. (Preferred)               5,867,813       11,810,914    1.6
                                364,129,908     Banco Nacional S.A. PN                    9,903,203              365    0.0
                                                                                       ------------     ------------  ------
                                                                                         35,216,564       38,469,596    5.2
<PAGE>
             Beverages &         61,552,159     Companhia Cervejaria Brahma S.A.
             Tobacco                              (Preferred)                            19,377,805       36,696,928    5.0
                                  3,603,656     Companhia Cervejaria Brahma S.A.
                                                  (Warrants)(a)                             182,667          180,544    0.0
                                                                                       ------------     ------------  ------
                                                                                         19,560,472       36,877,472    5.0

             Energy Sources     111,520,000     Petroleo Brasileiro S.A. (Preferred)     13,542,832       13,465,090    1.8

             Forest Products         32,733     Bardella Industrial S.A. (Preferred)      8,713,171        3,115,867    0.4
             & Paper

             Machinery &          8,304,000     Iochpe-Maxion S.A. (Ordinary)(b)          3,421,870          956,874    0.1
             Engineering         11,209,765     Iochpe-Maxion S.A. (Preferred)(b)         4,748,793        1,505,119    0.2
                                  9,273,000     Weg Exportadora S.A. (Preferred)          5,597,682        4,227,577    0.6
                                                                                       ------------     ------------  ------
                                                                                         13,768,345        6,689,570    0.9

             Merchandising      207,264,600     Lojas Americanas S.A.                     4,476,775        3,906,460    0.5
</TABLE>


<TABLE>
CONSOLIDATED SCHEDULE OF INVESTMENTS (continued)                                                              (in US dollars)
<CAPTION>
                                   Shares                                                                Value     Percent of
COUNTRY      Industries             Held             Long-Term Investments                  Cost       (Note 1a)   Net Assets
<S>          <S>             <C>                <S>                                    <C>              <C>           <C>
Brazil       Metals & Steel     405,509,000     Companhia Siderurgica Nacional S.A.
(concluded)                                       --CSN (b)                            $ 11,716,998     $ 10,235,242    1.4%
                                    319,120     Companhia Vale do Rio Doce S.A.
                                                  (Preferred)                             7,195,289        6,698,962    0.9
                             15,881,741,007     Usinas Siderurgicas de Minas Gerais
                                                  --Usiminas S.A. (Preferred)            16,976,532       17,345,783    2.3
                                                                                       ------------     ------------  ------
                                                                                         35,888,819       34,279,987    4.6

             Telecommuni-           572,285     Telecomunicacoes Brasileiras S.A.
             cations                              --Telebras (ADR)(2)                    27,390,129       36,840,847    5.0
                                 22,217,454     Telecomunicacoes Brasileiras S.A.
                                                  --Telebras (Ordinary)                     920,306        1,108,647    0.1
                                198,590,596     Telecomunicacoes Brasileiras S.A.
                                                  --Telebras (Preferred)                  8,915,759       12,844,712    1.7
                                  8,608,791     Telecomunicacoes Brasileiras S.A.
                                                  --Telebras (Rights)(c)                          0                0    0.0
                                103,831,379     Telecomunicacoes de Minejeros S.A.
                                                  --TELEMIG (Preferred)                   6,946,715       10,247,887    1.4
                                  1,420,199     Telecomunicacoes de Minejeros S.A.
                                                  --TELEMIG (Rights)(d)                           0                0    0.0
                                 76,193,965     Telecomunicacoes de Sao Paulo S.A.
                                                  --TELESP (Preferred)                    9,902,003       16,109,145    2.2
                                  3,265,379     Telecomunicacoes de Sao Paulo S.A.
                                                  --TELESP (Rights)(e)                            0                0    0.0
                                                                                       ------------     ------------  ---
                                                                                         54,074,912       77,151,238   10.4
<PAGE>
             Textiles &          58,822,363     Companhia de Tecidos Norte de
             Apparel                              Minas S.A.                             20,133,967       25,462,185    3.5

             Utilities            4,387,500     Centrais Eletricas da Santa Catarina
                                                  S.A. (CELESC) 'B'(Preferred)(b)           764,541        3,648,923    0.5
                                     76,000   ++Companhia Energetica de Minas
                                                  Gerais S.A. (CEMIG) (ADR)(2)            1,628,295        1,976,000    0.3
                                     28,470     Companhia Energetica de Minas
                                                  Gerais S.A. (CEMIG) (ADR)(2)              638,750          740,220    0.1
                                403,000,000     Companhia Energetica de Minas
                                                  Gerais S.A. (CEMIG) (Preferred)        10,590,238       10,680,711    1.4
                                173,020,000     Companhia Paulista de Forca e Luz
                                                  S.A. (b)                               10,106,226       12,048,988    1.6
                                 27,707,000     Light Participacoes S.A.                  2,522,244        3,402,020    0.5
                                                                                       ------------     ------------  ------
                                                                                         26,250,294       32,496,862    4.4

                                                Total Long-Term Investments in
                                                Brazil                                  232,346,122      272,518,320   36.8


Chile        Banking                164,000     Banco O'Higgins S.A. (ADR)(2)             2,507,154        3,731,000    0.5

             Beverages &            318,165     Vina Concha y Toro S.A.                     121,145          105,121    0.0
             Tobacco                 47,400     Vina Concha y Toro S.A. (ADR)(2)            890,094          805,800    0.1
                                                                                       ------------     ------------  ------
                                                                                          1,011,239          910,921    0.1

             Closed-End Funds       418,468     The Chile Fund, Inc.                     10,695,683        9,886,307    1.3

             Merchandising          528,846     Santa Isabel S.A.                           430,047          928,004    0.1

             Multi-Industry         138,650     Cristalerias de Chile S.A. (ADR)(2)       3,035,094        3,310,269    0.5

             Publishing           4,916,262     Editorial Lord Cochrane S.A.              2,645,715        1,564,156    0.2

             Telecommuni-           134,169     Compania de Telecomunicaciones de
             cations                              Chile S.A.(ADR)(2)                     12,154,511       12,242,921    1.7
                                     98,732     Empresa Nacional de Telecomuni-
                                                  caciones S.A. (ENTEL)                     677,828          918,212    0.1
                                                                                       ------------     ------------  ------
                                                                                         12,832,339       13,161,133    1.8
<PAGE>
             Utilities              302,400     Chilgener Inc. S.A.                       6,755,902        7,144,200    1.0
                                     35,000   ++Distribuidora Chilectra Metropolitan
                                                  S.A. (ADR)(2)(b)                        1,473,750        1,820,000    0.2
                                  3,724,465     Empresa Nacional de Electricidad
                                                  S.A. (ENDESA)                           2,032,168        2,306,142    0.3
                                  2,057,425     Enersis S.A.                                930,264        1,165,673    0.2
                                    380,200     Enersis S.A. (ADR)(2)                     9,341,910       11,168,375    1.5
                                                                                       ------------     ------------  ------
                                                                                         20,533,994       23,604,390    3.2

                                                Total Long-Term Investments in
                                                Chile                                    53,691,265       57,096,180    7.7


Colombia     Banking              1,376,204     Banco de Bogota S.A.                      7,327,647        7,876,852    1.1
                                     26,951     Banco Industrial Colombiano S.A.             98,851           96,725    0.0
                                                                                       ------------     ------------  ------
                                                                                          7,426,498        7,973,577    1.1

             Beverages &            587,154     La Compania Cervecera Bavaria S.A.        3,401,356        2,079,874    0.3
             Tobacco

             Building                90,000     Cementos Diamante S.A.                      590,537          453,041    0.0
             Materials

             Merchandising        1,428,814     Gran Cadena de Almacenes Colombianos
                                                  S.A. (CADENALCO)                        4,043,019        1,405,172    0.2
                                     35,000   ++Gran Cadena de Almacenes Colombianos
                                                  S.A. (CADENALCO)(ADR)(2)                  611,250          551,250    0.1
                                                                                       ------------     ------------  ------
                                                                                          4,654,269        1,956,422    0.3

                                                Total Long-Term Investments in
                                                Colombia                                 16,072,660       12,462,914    1.7


Mexico       Banking              1,730,143     Grupo Financiero Banamex--Accival,
                                                  S.A. de C.V. (Banacci)(b)               3,675,406        3,646,343    0.5
                                  9,584,000     Grupo Financiero Bancomer, S.A.
                                                  de C.V. 'B' (Ordinary)(b)               2,626,470        4,298,687    0.6
                                                                                       ------------     ------------  ------
                                                                                          6,301,876        7,945,030    1.1

             Beverages              641,660     Panamerican Beverages Inc. (Class A)     20,478,455       26,949,720    3.6

             Beverages &          2,134,000   ++Fomento Economico Mexicano, S.A.
             Tobacco                              de C.V. (Femsa)(ADR)(2)                 6,019,389        6,209,940    0.8
                                  3,276,000     Fomento Economico Mexicano, S.A.
                                                  de C.V. (Femsa)(Ordinary) 'B'           8,789,415        9,714,699    1.3
                                                                                       ------------     ------------  ------
                                                                                         14,808,804       15,924,639    2.1
<PAGE>
             Broadcasting &       3,215,000     Grupo Fernandez Editores, S.A.            4,709,988        1,129,289    0.1
             Publishing                           de C.V. (b)

             Building &             332,000   ++Corporacion Geo, S.A. de C.V. 'B'
             Construction                         (ADR)(2)(b)                             9,485,500        5,750,240    0.8

             Building             3,992,100     Apasco, S.A. de C.V. 'A'                 13,724,655       21,573,088    2.9
             Materials            1,968,000     Cementos Mexicanos, S.A. de C.V.
                                                  'B' (Cemex)                             8,247,056        7,923,048    1.1
                                    500,000     Cementos Mexicanos, S.A. de C.V.
                                                  'B' (Cemex) (ADR)(2)                    4,468,750        3,937,500    0.5
                                                                                       ------------     ------------  ------
                                                                                         26,440,461       33,433,636    4.5
</TABLE>


<TABLE>
CONSOLIDATED SCHEDULE OF INVESTMENTS (concluded)                                                              (in US dollars)
<CAPTION>
                                   Shares                                                                Value     Percent of
COUNTRY      Industries             Held             Long-Term Investments                  Cost       (Note 1a)   Net Assets
<S>          <S>                  <C>           <S>                                    <C>              <C>           <C>
Mexico       Construction/Housing   378,000     Grupo Profesional Planeacion y Proy-
(concluded)                                       ectos,S.A. de C.V. (PYP)(Class B)    $  5,457,192     $  2,195,893    0.3%

             Financial Services     651,900     Banca Quadrum, S.A. de C.V.
                                                  (ADR)(2)(b)                            10,545,780        3,585,450    0.5

             Food & Household       312,518     Sigma Alimentos, S.A. de C.V.             5,569,354        2,849,901    0.4
             Products

             Health & Personal    1,765,450     Kimberly-Clark de Mexico, S.A.
             Care                                 de C.V. 'A'                            17,975,852       32,652,000    4.4

             Leisure and Tourism    179,000     Grupo Posadas, S.A. de C.V. 'A' (b)         149,627           82,463    0.0
                                    395,300   ++Grupo Posadas, S.A. de C.V.
                                                  (ADR)(2)(b)                             6,138,293        3,458,875    0.5
                                                                                       ------------     ------------  ------
                                                                                          6,287,920        3,541,338    0.5

             Merchandising       12,066,750     Cifra, S.A. de C.V. 'C'                  17,413,104       17,932,214    2.4
                                    988,500     Sears Roebuck de Mexico, S.A.
                                                  de C.V. 'B' (b)                         6,010,030        2,670,900    0.4
                                    547,500   ++Sears Roebuck de Mexico, S.A.
                                                  de C.V. 'B' (ADR)(2)(b)                14,403,127        2,805,938    0.4
                                                                                       ------------     ------------  ------
                                                                                         37,826,261       23,409,052    3.2

             Multi-Industry       3,785,625     Grupo Carso, S.A. de C.V. (b)            37,874,585       28,026,513    3.8
                                    117,750   ++Grupo Carso, S.A. de C.V.
                                                  (ADR)(2)(b)                             1,269,344        1,766,250    0.2
                                                                                       ------------     ------------  ------
                                                                                         39,143,929       29,792,763    4.0
<PAGE>
             Telecommuni-           121,900     Grupo Televisa, S.A. de C.V.
             cations                              (GDS)(4)(b)                             3,835,802        3,748,425    0.5
                                    359,700     Telefonos de Mexico, S.A. de C.V.
                                                  (ADR)(2)                               14,075,357       11,870,100    1.6
                                                                                       ------------     ------------  ------
                                                                                         17,911,159       15,618,525    2.1

                                                Total Long-Term Investments in
                                                Mexico                                  222,942,531      204,777,476   27.6


Panama       Banking                 80,000     Banco Latinoamericano de Exporta-
                                                  ciones S.A.('BLADEX') 'E'               1,992,245        4,590,000    0.6

                                                Total Long-Term Investments in
                                                Panama                                    1,992,245        4,590,000    0.6


Peru         Banking                337,825     Banco Wiese Limitado S.A.                   814,160          570,972    0.1

             Building Materials     237,407     Cementos Norte Pacasmayo S.A.               523,799          368,797    0.0

             Financial Services     214,257     Credicorp Ltd. S.A.                       3,315,305        3,963,759    0.5

             Food & Household     2,885,636     Consorcio Alimentos Fabril Pacifico       5,303,100        3,765,432    0.5
             Products                             S.A. (b)

             Metals--Non-Ferrous    323,000     Compania de Minas Buenaventura S.A.       5,248,750        6,298,500    0.9
                                    376,305     Minsur Sociedad Limitada S.A.
                                                  (T Shares)                              2,555,655        3,351,515    0.5
                                                                                       ------------     ------------  ------
                                                                                          7,804,405        9,650,015    1.4

             Telecommunications   5,231,144     CPT Telefonica Del Peru Pacifico
                                                  S.A. (B Shares)(b)                     10,179,002       10,358,272    1.4

                                                Total Long-Term Investments in Peru      27,939,771       28,677,247    3.9


Venezuela    Building Materials   1,242,139     Corporacion Ceramica Carabobo
                                                  S.A. 'A'                                2,606,929        1,333,929    0.2
                                  1,237,067     Corporacion Ceramica Carabobo
                                                  S.A. 'B'                                2,294,951        1,289,022    0.2
                                    577,792     Venezolana de Cementos S.A.C.A.
                                                  (Vencemos)                                800,775        1,186,916    0.2
                                                                                       ------------     ------------  ------
                                                                                          5,702,655        3,809,867    0.6
<PAGE>
             Food & Household    15,456,371     Mavesa S.A.                               2,587,936        3,212,887    0.4
             Products

             Metals & Steel       4,640,166     Siderurgica Venezolana SIVENSA,
                                                  S.A.I.C.A.--S.A.C.A.                    2,203,931        3,340,130    0.4

             Utilities           12,994,393     C.A. La Electricidad de Caracas
                                                  S.A.I.C.A.--S.A.C.A.                   15,446,652       11,329,508    1.5

                                                Total Long-Term Investments in
                                                Venezuela                                25,941,174       21,692,392    2.9


                                                Total Long-Term Investments in
                                                Latin America                           666,997,134      698,422,276   94.2


                                      Face
                                     Amount          Short-Term Investments


             Commercial      US$ 14,737,000     Ford Motor Credit Co., 5.40% due
             Paper*                               6/03/1996                              14,732,579       14,732,579    2.0

                                                Total Short-Term Investments             14,732,579       14,732,579    2.0


             Total Investments                                                         $681,729,713      713,154,855   96.2
                                                                                       ============
             Other Assets Less Liabilities                                                                27,987,136    3.8
                                                                                                        ------------  ------
             Net Assets                                                                                 $741,141,991  100.0%
                                                                                                        ============  ======


          <FN>
          (1)The interest rate is subject to change periodically based on the
             change in the LIBOR (London Interbank Offered Rate). The interest
             rate shown is the rate in effect as of May 31, 1996.
          (2)American Depositary Receipts (ADR).
          (3)Global Depositary Receipts (GDR).
          (4)Global Despositary Shares (GDS).
            *Commercial Paper is traded on a discount basis; the interest rate
             shown is the discount rate paid at the time of purchase by the Fund.
          (a)Warrants entitle the Fund to purchase a predetermined number of
             shares of Common Stock. The purchase price and number of shares are
             subject to adjustment under certain conditions until the expiration
             date.
          (b)Non-income producing security.
          (c)The rights may be exercised until 6/18/1996.
          (d)The rights may be exercised until 6/19/1996.
          (e)The rights may be exercised until 6/19/1996.
           ++Restricted securities as to resale. The value of the Fund's
             investment in restricted securities was approximately $24,338,000,
             representing 3.3% of net assets.
<PAGE>          
             <CAPTION>
                                                             Acquisition                               Value
             Issue                                             Date(s)                 Cost          (Note 1a)
             <S>                                         <C>                       <C>            <C>
             Companhia Energetica de Minas Gerais
               S.A. (CEMIG) (ADR)                        7/20/1995-8/01/1995       $  1,628,295   $  1,976,000
             Corporacion Geo, S.A. de C.V. 'B' (ADR)          9/28/1994               9,485,500      5,750,240
             Distribuidora Chilectra Metropolitan
               S.A. (ADR)                               10/24/1995-10/26/1995         1,473,750      1,820,000
             Fomento Economico Mexicano, S.A.
               de C.V. (Femsa) (ADR)                     8/03/1995-10/12/1995         6,019,389      6,209,940
             Gran Cadena de Almacenes Colombianos
               S.A. (CADENALCO) (ADR)                         2/14/1995                 611,250        551,250
             Grupo Carso, S.A. de C.V. (ADR)                  5/13/1994               1,269,344      1,766,250
             Grupo  Posadas, S.A. de C.V. (ADR)               3/23/1992               6,138,293      3,458,875
             Sears Roebuck de Mexico, S.A. de C.V.
               'B' (ADR)                                      8/09/1994              14,403,127      2,805,938

             Total                                                                  $41,028,948    $24,338,493
                                                                                    ===========    ===========


          +++Investment in companies 5% or more of whose outstanding
             securities are held by the Fund (such companies are defined as
             'Affiliated Companies' in Section 2(a)(3) of the Investment Company
             Act of 1940) is as follows:

             <CAPTION>
                                                                      Net Share           Net         Dividend
             Industry             Affiliate                            Activity           Cost         Income
             <S>           <S>                                          <C>               <C>         <C>
             Real Estate   Inversiones y Representaciones
                             S.A. (IRSA)                                1,700             $  --       $195,042
             Real Estate   Inversiones y Representaciones
                             S.A. (IRSA) (GDR)                            161                --        185,040

             Total                                                                        $  --
                                                                                          =====


             See Notes to Consolidated Financial Statements.
</TABLE>

<PAGE>
<TABLE>
CONSOLIDATED STATEMENT OF ASSETS AND LIABILITIES
<CAPTION>
                    As of May 31, 1996
<S>                 <S>                                                                   <C>              <C>
Assets:             Investments, at value (identified cost--$681,729,713) (Note 1a)                        $ 713,154,855
                    Cash                                                                                       6,673,223
                    Foreign cash (Note 1b)                                                                    16,764,214
                    Receivables:
                      Securities sold                                                     $   4,848,873
                      Dividends                                                               3,062,174
                      Capital shares sold                                                     1,534,536
                      Interest                                                                   94,075        9,539,658
                                                                                          -------------
                    Deferred organization expenses (Note 1f)                                                      19,390
                    Prepaid registration fees and other assets (Note 1f)                                         150,156
                                                                                                           -------------
                    Total assets                                                                             746,301,496
                                                                                                           -------------

Liabilities:        Payables:
                      Capital shares redeemed                                                 1,792,460
                      Securities purchased                                                    1,048,392
                      Investment adviser (Note 2)                                               619,585
                      Distributor (Note 2)                                                      510,954        3,971,391
                                                                                          -------------
                    Accrued expenses and other liabilities                                                     1,188,114
                                                                                                           -------------
                    Total liabilities                                                                          5,159,505
                                                                                                           -------------

Net Assets:         Net assets                                                                             $ 741,141,991
                                                                                                           =============

Net Assets          Class A Common Stock, $0.10 par value, 100,000,000
Consist of:         shares authorized                                                                      $     335,357
                    Class B Common Stock, $0.10 par value, 100,000,000
                    shares authorized                                                                          4,568,231
                    Class C Common Stock, $0.10 par value, 100,000,000
                    shares authorized                                                                            178,046
                    Class D Common Stock, $0.10 par value, 100,000,000
                    shares authorized                                                                            952,543
                    Paid-in capital in excess of par                                                         938,985,538
                    Undistributed investment income--net                                                       8,984,049
                    Accumulated realized capital losses on investments and
                    foreign currency transactions--net (Note 6)                                             (243,390,958)
                    Accumulated distributions in excess of realized capital
                    gains--net                                                                                  (601,566)
                    Unrealized appreciation on investments and foreign currency
                    transactions--net                                                                         31,130,751
                                                                                                           -------------
                    Net assets                                                                             $ 741,141,991
                                                                                                           =============
<PAGE>
Net Asset           Class A--Based on net assets of $41,992,185 and 3,353,573
Value:                       shares outstanding                                                            $       12.52
                                                                                                           =============
                    Class B--Based on net assets of $558,558,238 and 45,682,309
                             shares outstanding                                                            $       12.23
                                                                                                           =============
                    Class C--Based on net assets of $21,767,298 and 1,780,462
                             shares outstanding                                                            $       12.23
                                                                                                           =============
                    Class D--Based on net assets of $118,824,270 and 9,525,433
                             shares outstanding                                                            $       12.47
                                                                                                           =============


                    See Notes to Consolidated Financial Statements.
</TABLE>


<TABLE>
CONSOLIDATED STATEMENT OF OPERATIONS
<CAPTION>
                    For the Six Months Ended May 31, 1996
<S>                 <S>                                                                                    <C>
Investment Income   Dividends (net of $1,667,637 foreign withholding tax)                                  $  15,586,291
(Notes 1d & 1e):    Interest and discount earned                                                               1,928,936
                                                                                                           -------------
                    Total income                                                                              17,515,227
                                                                                                           -------------

Expenses:           Investment advisory fees (Note 2)                                                          3,437,636
                    Account maintenance and distribution fees--Class B (Note 2)                                2,626,739
                    Transfer agent fees--Class B (Note 2)                                                        952,706
                    Custodian fees                                                                               660,973
                    Transfer agent fees--Class D (Note 2)                                                        169,895
                    Printing and shareholder reports                                                             139,253
                    Account maintenance fees--Class D (Note 2)                                                   136,907
                    Account maintenance and distribution fees--Class C (Note 2)                                   93,046
                    Accounting services (Note 2)                                                                  80,346
                    Registration fees (Note 1f)                                                                   55,299
                    Transfer agent fees--Class A (Note 2)                                                         53,022
                    Professional fees                                                                             37,014
                    Transfer agent fees--Class C (Note 2)                                                         34,847
                    Directors' fees and expenses                                                                  22,537
                    Amortization of organization expenses (Note 1f)                                               10,004
                    Pricing fees                                                                                   5,956
                    Other                                                                                         14,998
                                                                                                           -------------
                    Total expenses                                                                             8,531,178
                                                                                                           -------------
                    Investment income--net                                                                     8,984,049
                                                                                                           -------------
<PAGE>
Realized &          Realized loss from: 
Unrealized Gain       Investments--net                                                    $ (53,189,772)
(Loss) on             Foreign currency transactions--net                                     (1,293,107)     (54,482,879)
Investments &                                                                             -------------
Foreign Currency    Change in unrealized appreciation/depreciation on:
Transactions--Net     Investments--net                                                      162,417,596
(Notes 1b, 1c,        Foreign currency transactions--net                                        132,181      162,549,777
1e & 3):                                                                                  -------------    -------------
                    Net realized and unrealized gain on investments and
                    foreign currency transactions                                                            108,066,898
                                                                                                           -------------
                    Net Increase in Net Assets Resulting from Operations                                   $ 117,050,947
                                                                                                           =============



                    See Notes to Consolidated Financial Statements.
</TABLE>


<TABLE>
CONSOLIDATED STATEMENT OF CHANGES IN NET ASSETS
<CAPTION>
                                                                                           For the Six        For the
                                                                                          Months Ended       Year Ended
                                                                                             May 31,        November 30,
                    Increase (Decrease) in Net Assets:                                        1996              1995
<S>                 <S>                                                                   <C>              <C> 
Operations:         Investment income--net                                                $   8,984,049    $   4,492,110
                    Realized loss on investments and foreign currency
                    transactions--net                                                       (54,482,879)    (207,424,067)
                    Change in unrealized appreciation/depreciation on
                    investments and foreign currency transactions--net                      162,549,777     (238,787,654)
                                                                                          -------------    -------------
                    Net increase (decrease) in net assets resulting from operations         117,050,947     (441,719,611)
                                                                                          -------------    -------------

Distributions to    Realized gain on investments--net:
Shareholders          Class A                                                                        --         (313,934)
(Note 1g):            Class B                                                                        --      (27,341,609)
                      Class C                                                                        --         (170,047)
                      Class D                                                                        --       (5,914,915)
                    In excess of realized gain on investments--net:
                      Class A                                                                        --           (5,597)
                      Class B                                                                        --         (487,479)
                      Class C                                                                        --           (3,032)
                      Class D                                                                        --         (105,458)
                                                                                          -------------    -------------
                    Net decrease in net assets resulting from distributions
                    to shareholders                                                                  --      (34,342,071)
                                                                                          -------------    -------------
<PAGE>
Capital Shares      Net decrease in net assets derived from capital shares
Transactions        transactions                                                            (27,469,997)     (29,924,043)
(Note 4):                                                                                 -------------    -------------

Net Assets:         Total increase (decrease) in net assets                                  89,580,950     (505,985,725)
                    Beginning of period                                                     651,561,041    1,157,546,766
                                                                                          -------------    -------------
                    End of period*                                                        $ 741,141,991    $ 651,561,041
                                                                                          =============    =============
                   <FN>
                   *Undistributed investment income--net                                  $   8,984,049               --
                                                                                          =============    =============


                    See Notes to Consolidated Financial Statements.
</TABLE>


<TABLE>
CONSOLIDATED FINANCIAL HIGHLIGHTS
<CAPTION>
                                                                                               Class A++++
                                                                                  For the                       For the
                                                                                    Six         For the          Period
                    The following per share data and ratios have been derived     Months         Year           Oct. 21,
                    from information provided in the financial statements.         Ended         Ended         1994++ to
                                                                                  May 31,       Nov. 30,        Nov. 30,
                    Increase (Decrease) in Net Asset Value:                         1996          1995            1994
<S>                 <S>                                                          <C>            <C>             <C>
Per Share           Net asset value, beginning of period                         $  10.50       $  17.37        $  18.22
Operating                                                                        --------       --------        --------
Performance:        Investment income--net                                            .20            .16              --
                    Realized and unrealized gain (loss) on investments and
                    foreign currency transactions--net                               1.82          (6.52)           (.85)
                                                                                 --------       --------        --------
                    Total from investment operations                                 2.02          (6.36)           (.85)
                                                                                 --------       --------        --------
                    Less distributions:
                      Realized gain on investments--net                                --           (.50)             --
                      In excess of realized gain on investments--net                   --           (.01)             --
                                                                                 --------       --------        --------
                    Total distributions                                                --           (.51)             --
                                                                                 --------       --------        --------
                    Net asset value, end of period                               $  12.52       $  10.50        $  17.37
                                                                                 ========       ========        ========

Total Investment    Based on net asset value per share                             19.24%+++     (37.66%)         (4.66%)+++
Return:**                                                                        ========       ========        ========
<PAGE>
Ratios to Average   Expenses                                                        1.61%*         1.66%           1.85%*
Net Assets:                                                                      ========       ========        ========
                    Investment income (loss)--net                                   3.48%*         1.40%           (.20%)*
                                                                                 ========       ========        ========

Supplemental        Net assets, end of period (in thousands)                     $ 41,992       $ 26,034        $ 10,350
Data:                                                                            ========       ========        ========
                    Portfolio turnover                                             32.63%         54.86%          30.15%
                                                                                 ========       ========        ========
                    Average commission rate paid++++++                           $  .0001             --              --
                                                                                 ========       ========        ========

                   <FN>
                   *Annualized.
                  **Total investment returns exclude the effects of sales loads.
                  ++Commencement of Operations.
                ++++Based on average shares outstanding during the period.
              ++++++For fiscal years beginning on or after September 1, 1995, the
                    Fund is required to disclose its average commission rate per share
                    for purchases and sales of equity securities.
                 +++Aggregate total investment return.

                    See Notes to Consolidated Financial Statements.
</TABLE>


<TABLE>
CONSOLIDATED FINANCIAL HIGHLIGHTS (concluded)
<CAPTION>
                                                                                            Class B
                    The following per share data and ratios have
                    been derived from information provided           For the Six
                    in the financial statements.                     Months Ended             For the Year
                                                                       May 31,             Ended November 30,
                    Increase (Decrease) in Net Asset Value:            1996++++   1995++++  1994++++    1993       1992
<S>                 <S>                                               <C>        <C>       <C>       <C>        <C>
Per Share           Net asset value, beginning of period              $  10.31   $  17.24  $  14.39  $   9.83   $   9.80
Operating                                                             --------   --------  --------  --------   --------
Performance:        Investment income (loss)--net                          .14        .05      (.09)      .10        .08
                    Realized and unrealized gain (loss) on
                    investments and foreign currency
                    transactions--net                                     1.78      (6.47)     2.99      4.68        .05
                                                                      --------   --------  --------  --------   --------
                    Total from investment operations                      1.92      (6.42)     2.90      4.78        .13
                                                                      --------   --------  --------  --------   --------
                    Less dividends and distributions:
                      Investment income--net                                --         --      (.05)     (.13)      (.10)
                      Realized gain on investments--net                     --       (.50)       --      (.09)        --+++++
                      In excess of realized gain on investments
                      --net                                                 --       (.01)       --        --         --
                                                                      --------   --------  --------  --------   --------
                    Total dividends and distributions                       --       (.51)     (.05)     (.22)      (.10)
                                                                      --------   --------  --------  --------   --------
                    Net asset value, end of period                    $  12.23   $  10.31  $  17.24  $  14.39   $   9.83
                                                                      ========   ========  ========  ========   ========
<PAGE>
Total Investment    Based on net asset value per share                  18.62%+++ (38.32%)    20.19%    49.80%      1.30%
Return:**                                                             ========   ========  ========  ========   ========

Ratios to Average   Expenses                                             2.65%      2.71%     2.51%     2.59%      2.65%
Net Assets:                                                           ========   ========  ========  ========   ========
                    Investment income (loss)--net                        2.43%       .43%     (.54%)    1.09%      1.30%
                                                                      ========   ========  ========  ========   ========

Supplemental        Net assets, end of year (in thousands)            $558,558   $505,038  $937,221  $305,301   $126,344
Data:                                                                 ========   ========  ========  ========   ========
                    Portfolio turnover                                  32.63%     54.86%    30.15%    24.74%     36.50%
                                                                      ========   ========  ========  ========   ========
                    Average commission rate paid++++++                $  .0001         --        --        --         --
                                                                      ========   ========  ========  ========   ========
<CAPTION>


                                                                                               Class C++++
                                                                                                                 For the
                                                                                  For the        For the          Period
                    The following per share data and ratios have been derived   Six Months        Year           Oct. 21,
                    from information provided in the financial statements.         Ended          Ended         1994++ to
                                                                                  May 31,        Nov. 30,        Nov. 30,
                    Increase (Decrease) in Net Asset Value:                         1996           1995            1994
<S>                 <S>                                                          <C>            <C>             <C>
Per Share           Net asset value, beginning of period                         $  10.31       $  17.24        $  18.10
Operating                                                                        --------       --------        --------
Performance:        Investment income (loss)--net                                     .14            .03            (.02)
                    Realized and unrealized gain (loss) on investments
                    and foreign currency transactions--net                           1.78          (6.45)           (.84)
                                                                                 --------       --------        --------
                    Total from investment operations                                 1.92          (6.42)           (.86)
                                                                                 --------       --------        --------
                    Less distributions:
                      Realized gain on investments--net                                --           (.50)             --
                      In excess of realized gain on investments--net                   --           (.01)             --
                                                                                 --------       --------        --------
                    Total distributions                                                --           (.51)             --
                                                                                 --------       --------        --------
                    Net asset value, end of period                               $  12.23       $  10.31        $  17.24
                                                                                 ========       ========        ========

Total Investment    Based on net asset value per share                             18.62%+++     (38.32%)         (4.75%)+++
Return:**                                                                        ========       ========        ========

Ratios to Average   Expenses                                                        2.67%*         2.72%           2.93%*
Net Assets:                                                                      ========       ========        ========
                    Investment income (loss)--net                                   2.44%*          .30%          (1.22%)*
                                                                                 ========       ========        ========
<PAGE>
Supplemental        Net assets, end of period (in thousands)                     $ 21,768       $ 14,659        $  5,069
Data:                                                                            ========       ========        ========
                    Portfolio turnover                                             32.63%         54.86%          30.15%
                                                                                 ========       ========        ========
                    Average commission rate paid++++++                           $  .0001             --              --
                                                                                 ========       ========        ========

<CAPTION>

                                                                                            Class D
                    The following per share data and ratios have
                    been derived from information provided           For the Six
                    in the financial statements.                     Months Ended             For the Year
                                                                       May 31,             Ended November 30,
                    Increase (Decrease) in Net Asset Value:            1996++++   1995++++  1994++++    1993      1992
<S>                 <S>                                               <C>        <C>       <C>       <C>        <C>
Per Share           Net asset value, beginning of period              $  10.47   $  17.37  $  14.45  $   9.90   $   9.81
Operating                                                             --------   --------  --------  --------   --------
Performance:        Investment income--net                                 .18        .14       .03       .18        .15
                    Realized and unrealized gain (loss) on
                    investments and foreign currency
                    transactions--net                                     1.82      (6.53)     3.00      4.69        .06
                                                                      --------   --------  --------  --------   --------
                    Total from investment operations                      2.00      (6.39)     3.03      4.87        .21
                                                                      --------   --------  --------  --------   --------
                    Less dividends and distributions:
                      Investment income--net                                --         --      (.11)     (.23)      (.12)
                      Realized gain on investments--net                     --       (.50)       --      (.09)        --+++++
                      In excess of realized gain on investments
                      --net                                                 --       (.01)       --        --         --
                                                                      --------   --------  --------  --------   --------
                    Total dividends and distributions                       --       (.51)     (.11)     (.32)      (.12)
                                                                      --------   --------  --------  --------   --------
                    Net asset value, end of period                    $  12.47   $  10.47  $  17.37  $  14.45   $   9.90
                                                                      ========   ========  ========  ========   ========

Total Investment    Based on net asset value per share                  19.10%++  (37.84%)   21.07%    50.86%      2.19%
Return:**                                                             ========   ========  ========  ========   ========

Ratios to Average   Expenses                                             1.85%*     1.91%     1.73%     1.83%      1.89%
Net Assets:                                                           ========   ========  ========  ========   ========
                    Investment income--net                               3.20%*     1.18%      .23%     1.83%      2.18%
                                                                      ========   ========  ========  ========   ========

Supplemental        Net assets, end of period (in thousands)          $118,824   $105,830  $204,907  $ 75,085   $ 30,685
Data:                                                                 ========   ========  ========  ========   ========
                    Portfolio turnover                                  32.63%     54.86%    30.15%    24.74%     36.50%
                                                                      ========   ========  ========  ========   ========
                    Average commission rate paid++++++                $  .0001         --        --        --         --
                                                                      ========   ========  ========  ========   ========

<PAGE>
              <FN>
                   *Annualized.
                  **Total investment returns exclude the effects of sales loads.
                  ++Commencement of Operations.
                ++++Based on average shares outstanding during the period.
              ++++++For fiscal years beginning on or after September 1, 1995, the
                    Fund is required to disclose its average commission rate per share
                    for purchases and sales of equity securities.
                 +++Aggregate total investment return.
               +++++Amount is less than $.01 per share.

                    See Notes to Consolidated Financial Statements.
</TABLE>


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


1. Significant Accounting Policies:
Merrill Lynch Latin America Fund, Inc. (the "Fund") is registered
under the Investment Company Act of 1940 as a non-diversified, open-
end management investment company. These unaudited financial
statements reflect all adjustments which are, in the opinion of
management, necessary to a fair statement of the results for the
interim period presented. All such adjustments are of a normal
recurring nature. The Fund offers four classes of shares under the
Merrill Lynch Select Pricing SM System. Shares of Class A and Class D
are sold with a front-end sales charge. Shares of Class B and Class
C may be subject to a contingent deferred sales charge. All classes
of shares have identical voting, dividend, liquidation and other
rights and the same terms and conditions, except that Class B, Class
C and Class D Shares bear certain expenses related to the account
maintenance of such shares, and Class B and Class C Shares also bear
certain expenses related to the distribution of such shares. Each
class has exclusive voting rights with respect to matters relating
to its account maintenance and distribution expenditures. The
following is a summary of significant accounting policies followed
by the Fund.

(a) Valuation of investments--Portfolio securities which are traded
on stock exchanges are valued at the last sale price on the exchange
on which such securities are traded, as of the close of business on
the day the securities are being valued or, lacking any sales, at
the last available bid price. Securities traded in the over-the-
counter market are valued at the last available bid price prior to
the time of valuation. In cases where securities are traded on more
than one exchange, the securities are valued on the exchange
designated by or under the authority of the Board of Directors as
the primary market. Securities which are traded both in the over-the-
counter market and on a stock exchange are valued according to the
broadest and most representative market. Options written are valued
at the last sale price in the case of exchange-traded options or, in
the case of options traded in the over-the-counter market, the last
asked price. Options purchased are valued at the last sale price in
the case of exchange-traded options or, in the case of options
traded in the over-the-counter market, the last bid price. Short-
term securities are valued at amortized cost, which approximates
market value. Other investments, including futures contracts and
related options, are stated at market value. Securities and assets
for which market 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.

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

(c) Derivative financial instruments--The Fund may engage in various
portfolio strategies to seek to increase its return by hedging its
portfolio against adverse movements in the equity, debt and currency
markets. Losses may arise due to changes in the value of the
contract or if the counterparty does not perform under the contract.

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

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

Written and purchased options are non-income producing investments.

* 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.

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

(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 substantially all of its
taxable income to its shareholders. Therefore, no Federal income tax
provision is required. Under the applicable foreign tax law, a
withholding tax may be imposed on interest, dividends, and capital
gains at various rates.

(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 dates 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.
<PAGE>
(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.

(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 Merrill Lynch Latin America Fund
Chile Ltd., a wholly-owned subsidiary, which primarily invests in
Chilean securities. Intercompany accounts and transactions have been
eliminated.


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 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. Certain of the
states in which the shares of the Fund are qualified for sale impose
limitations on the expenses of the Fund. The most restrictive annual
expense limitation requires that MLAM 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 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 most
restrictive expense limitation at the time of such payment.

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

                                         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.

For the six months ended May 31, 1996, MLFD earned underwriting
discounts and MLPF&S earned dealer concessions and direct
commissions on sales of the Fund's Class A and Class D Shares as
follows:


                                        MLFD         MLPF&S

Class A                               $   130       $  1,553
Class D                               $11,206       $119,083


For the six months ended May 31, 1996, MLPF&S received contingent
deferred sales charges of $818,586 and $11,212 relating to
transactions in Class B and Class C Shares, respectively.

In addition, MLPF&S received $130,760 in commissions on the
execution of portfolio security transactions for the Fund for the
six months ended May 31, 1996.

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.

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

3. Investments:
Purchases and sales of investments, excluding short-term securities,
for the six months ended May 31, 1996 were $208,245,831 and
$220,983,712, respectively.
<PAGE>
Net realized and unrealized gains (losses) as of May 31, 1996 were
as follows:

                                    Realized     Unrealized
                                     Losses    Gains (Losses)

Long-term investments            $(53,189,772)  $ 31,425,142
Foreign currency transactions      (1,293,107)      (294,391)
                                 ------------   ------------
Total                            $(54,482,879)  $ 31,130,751
                                 ============   ============

As of May 31, 1996, net unrealized appreciation for Federal income
tax purposes aggregated $31,425,142, of which $123,513,242 related
to appreciated securities and $92,088,100 related to depreciated
securities. At May 31, 1996, the aggregate cost of investments for
Federal income tax purposes was $681,729,713.

4. Capital Share Transactions:
Net decrease in net assets derived from capital share transactions
was $27,469,997 and $29,924,043 for the six months ended May 31,
1996 and for the year ended November 30, 1995, respectively.

Transactions in capital shares for each class were as follows:


Class A Shares for the Six Months                   Dollar
Ended May 31, 1996                    Shares        Amount

Shares sold                         1,524,810  $  17,669,214
Shares redeemed                      (650,173)    (7,545,467)
                                  -----------  -------------
Net increase                          874,637  $  10,123,747
                                  ===========  =============


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

Shares sold                         3,438,542  $  37,843,792
Shares issued to shareholders in
reinvestment of distributions          18,463        304,264
                                  -----------  -------------
Total issued                        3,457,005     38,148,056
Shares redeemed                    (1,573,862)   (16,786,743)
                                  -----------  -------------
Net increase                        1,883,143  $  21,361,313
                                  ===========  =============

<PAGE>
Class B Shares for the Six Months                   Dollar
Ended May 31, 1996                    Shares        Amount

Shares sold                         7,260,187  $  80,498,942
Automatic conversion of shares        (97,702)    (1,082,625)
Shares redeemed                   (10,479,357)  (114,639,282)
                                  -----------  -------------
Net decrease                       (3,316,872) $ (35,222,965)
                                  ===========  =============


Class B Shares for the Year                         Dollar
Ended November 30, 1995               Shares        Amount

Shares sold                        18,702,609  $ 208,392,855
Shares issued to shareholders in
reinvestment of distributions       1,527,757     24,963,542
                                  -----------  -------------
Total issued                       20,230,366    233,356,397
Automatic conversion of shares       (381,355)    (4,102,038)
Shares redeemed                   (25,227,391)  (278,539,083)
                                  -----------  -------------
Net decrease                       (5,378,380) $ (49,284,724)
                                  ===========  =============


Class C Shares for the Six Months                   Dollar
Ended May 31, 1996                    Shares        Amount

Shares sold                           773,798  $   8,691,436
Shares redeemed                      (415,507)    (4,687,773)
                                  -----------  -------------
Net increase                          358,291  $   4,003,663
                                  ===========  =============


Class C Shares for the Year                         Dollar
Ended November 30, 1995               Shares        Amount

Shares sold                         1,762,120  $  19,860,125
Shares issued to shareholders in
reinvestment of distributions           9,124        149,092
                                  -----------  -------------
Total issued                        1,771,244     20,009,217
Shares redeemed                      (643,180)    (6,956,487)
                                  -----------  -------------
Net increase                        1,128,064  $  13,052,730
                                  ===========  =============

<PAGE>
Class D Shares for the Six Months                   Dollar
Ended May 31, 1996                    Shares        Amount

Shares sold                         4,433,306  $  49,055,112
Automatic conversion of shares         95,946      1,082,625
                                  -----------  -------------
Total issued                        4,529,252     50,137,737
Shares redeemed                    (5,109,531)   (56,512,179)
                                  -----------  -------------
Net decrease                         (580,279) $  (6,374,442)
                                  ===========  =============


Class D Shares for the Year                         Dollar
Ended November 30, 1995               Shares        Amount

Shares sold                         7,252,530  $  81,328,489
Automatic conversion of shares        376,941      4,102,038
Shares issued to shareholders in
reinvestment of distributions         319,791      5,266,950
                                  -----------  -------------
Total issued                        7,949,262     90,697,477
Shares redeemed                    (9,641,073)  (105,750,839)
                                  -----------  -------------
Net decrease                       (1,691,811) $ (15,053,362)
                                  ===========  =============


5. Commitments:
At May 31, 1996, the Fund had entered into foreign exchange
contracts under which it agreed to purchase and sell various foreign
currency with approximate values of $591,000 and $846,000,
respectively.

6. Capital Loss Carryforward:
At November 30, 1995, the Fund had a net capital loss carryforward
of approximately $145,157,000, all of which expires in 2003. This
amount will be available to offset like amounts of any future
taxable gains.






<PAGE>
PORTFOLIO INFORMATION

As of May 31, 1996

                                                        Percent of
Ten Largest Equity Holdings                             Net Assets

Telecomunicacoes Brasileiras S.A.--Telebras*               6.8%
Companhia Cervejaria Brahma S.A. PN (Preferred)            5.0
Kimberly-Clark de Mexico, S.A. de C.V. 'A'                 4.4
Grupo Carso, S.A. de C.V.*                                 4.0
Panamerican Beverages Inc. (Class A)                       3.6
Banco Bradesco S.A. (Preferred)                            3.6
Companhia de Tecidos Norte de Minas S.A.                   3.5
Telefonica de Argentina S.A.*                              3.2
Apasco, S.A. de C.V. 'A'                                   2.9
Cifra, S.A. de C.V. 'C'                                    2.4

[FN]
*Includes combined holdings.


                                                        Percent of
Ten Largest Industries                                  Net Assets

Telecommunications                                        20.6%
Banking                                                    9.6
Utilities                                                  9.1
Beverages & Tobacco                                        8.5
Multi-Industry                                             6.5
Building Materials                                         5.1
Metals & Steel                                             5.0
Health & Personal Care                                     4.4
Merchandising                                              4.4
Energy Sources                                             3.7


<PAGE>
PORTFOLIO CHANGES

For the Quarter Ended May 31, 1996

Additions

Banco Industrial Colombiano S.A.
Cementos Mexicanos, S.A. de C.V. 'B'
  (Cemex)
Cementos Mexicanos, S.A. de C.V. 'B'
  (Cemex)(ADR)
Companhia Cervejaria Brahma S.A.
  (Warrants)
Companhia Energetica de Minas Gerais S.A.
  (CEMIG)(Preferred)
Compania de Minas Buenaventura S.A.
Consorcio Alimentos Fabril Pacifico S.A.
Grupo Televisa, S.A. de C.V. (GDS)
Quilmes Industrial S.A.
Telecomunicacoes Brasileiras S.A.--
  Telebras (Rights)
Telecomunicacoes de Minejeros S.A.--
  TELEMIG (Rights)
Telecomunicacoes de Sao Paulo S.A.--
  TELESP (Rights)



Deletions

Banco Commercial S.A. (ADR)
Brasmotor Group S.A. (Preferred)
Buenos Aires Embotelladora S.A. (BAESA)
Buenos Aires Embotelladora S.A. (BAESA)
  (ADR)
CAPCO Automotive Products Corp. S.A.
CPT Telefonica Del Peru S.A. (A Shares)
Centrais Electricas Brasileiras S.A.--
  Eletrobras 'B' (Preferred)
Centrais Electricas Brasileiras S.A.--
  Eletrobras (Preferred) (ADR)
Central Costanera S.A. (Class B) (ADR)
Companhia Cervejaria Brahma S.A. (Rights)
Companhia Industrial Peru Pacifico S.A.
Light-Servicios de Electricidad S.A.
Mantex S.A.C.A.
Mavesa S.A. (ADR)
Papeles Nacionales S.A. (ADR)
Sadia Concordia S.A. Industria e Comercio
  (Preferred)
Southern Peru Copper Corp. S.A.
Transportacion Maritima Mexicana, S.A.
  de C.V.
Transportacion Maritima Mexicana, S.A.
  de C.V. 'L' (ADR)
Venezolana de Prerreducidos Caroni
  Venprecar C.A. (GDS)




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