MERRILL LYNCH INTERNATIONAL EQUITY FUND
N-30D, 1994-07-27
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MERRILL
LYNCH
INTERNATIONAL
EQUITY FUND



Annual Report    May 31, 1994




This report is not authorized for use as an offer of sale
or a solicitation of an offer to buy shares of the Fund
unless accompanied or preceded by the Fund's current
prospectus. Past performance results shown in this report
should not be considered a representation of future
performance. Investment return and principal value of
shares will fluctuate so that shares, when redeemed,
may be worth more or less than their original cost.





Merrill Lynch
International Equity Fund
Box 9011
Princeton, NJ
08543-9011




MERRILL LYNCH INTERNATIONAL EQUITY FUND


International 
Stock Market
Performance

GRAPHIC MATERIAL APPEAR HERE. SEE APPENDIX: GRAPHIC AND
IMAGE MATERIALS, ITEM 1.
<PAGE>


DEAR SHAREHOLDER

The correction in global bond
markets during the three months
ended May 31, 1994 led to significant
declines in many equity markets.
The total return for the unmanaged
Financial Times-Actuaries World
(Ex-US) Index was -0.22% during
the period. The continued strong
performance in Japan disguised
significant declines in other global
markets.

The investment strategy of Merrill
Lynch International Equity Fund has
continued to emphasize investments
in commodity-rich regions and late
economic cycle stock markets, such
as Japan. In contrast, the Fund has
retained underweighted positions in
most European stock markets, where
improving economic recovery pros-
pects now limit the scope for positive
interest rate surprises.

The Fund underperformed the
unmanaged benchmark index during
the three months ended May 31, 1994.
Total returns for Class A and Class B
Shares were -1.88% and -2.05%,
respectively. (Complete performance
information, including aggregate total
returns, can be found on pages 6 and
7 of this report.) Although the Japa-
nese equity portfolio provided posi-
tive returns during the May quarter,
our Japanese stocks underperformed
the benchmark, largely accounting for
the Fund's underperformance.

Merrill Lynch International Equity
Fund continues to experience posi-
tive net subscriptions. As of May 31,
1994, net assets stood at $1.05 billion,
compared with $897 million three
months earlier.
<PAGE>
Portfolio Matters
The Fund's investment strategy
remains essentially the same as that
expressed in our last shareholder
letter. Although world liquidity
growth remains favorable, financial
markets have increasingly discounted
further changes in interest rates, and
many stock markets still warrant a
conservative investment stance. We
still anticipate that laggard markets
such as Japan will outperform other
regions, and as a result the Fund's
effective exposure increased to
around 47% at the end of May com-
pared with 42% three months earlier.
We have also continued to emphasize
a number of smaller markets such as
Finland, Brazil, Ireland, New Zealand
and Portugal. In these markets we
expect that profit growth will be
geared to the world economic recov-
ery on the back of strong world trade
growth. Otherwise, the Fund only
retains overweighted positions in
Mexico and Australia, and in the
commodity-linked note purchased in
February 1994.

Our overall exposure to Europe has
continued to fall, especially following
withdrawals of market exposure
in Italy, Switzerland, Germany and
Holland. While 10% of the Fund's
net assets are invested in the United
Kingdom, this is also lower than three
months earlier, and compares with a
16% market capitalization benchmark,
or neutral, position.
<PAGE>
Our currency strategy remains essen-
tially unchanged, and prior to the late
April concerted action by central
banks, we further increased the
Fund's overweighted exposure to US
dollars. Over the past three months,
the latter view has detracted slightly
from generally very positive contri-
butions by other asset allocation
decisions. However, while higher
short-term US interest rates may yet
lift the dollar in the short term, we
expect that over the medium term
the yen and most European currencies
will lose support as strong US compe-
titiveness encourages both trade
and real exchange rate adjustments.

Economic Environment
As we noted in our last report, world
economic growth has accelerated sig-
nificantly; only in Japan and Latin
America are growth rates still sig-
nificantly weak relative to potential.
We favor equity markets like Japan
where the scope for earnings expan-
sion and accommodative monetary
policy is highest. Elsewhere, strong
business and consumer demand has
resulted in a continued upward drift
in investor expectations of future
interest rate levels. For instance,
US interest rate expectations (as
indicated in financial futures markets)
for year-end 1994 are now 5.9% (com-
pared with 4.4% at the beginning of
February). In Germany and the United
Kingdom, interest rate expectations
for year-end December 1994 are now
5.1% and 6.2%, respectively, compared
with 4.6% and 5.1%, respectively, at
the beginning of February.
<PAGE>
The rise in world interest rates has
continued to lift bond yields and con-
sequently worsen equity valuations,
despite an improving outlook for cor-
porate profits. While consumer infla-
tion pressures are currently limited,
longer-term leading indicators of infla-
tion have continued to rise. For exam-
ple, the production-based Goldman
Sachs Commodity Price basket is up
by around 8% for 1994 year-to-date,
and widespread producer output price
rises have been reported in the United
States. Even in Europe, the latest
business surveys show price expecta-
tions at their highest level since 1988.

In contrast, Japan is still experiencing
deflationary economic conditions.
Japanese interest rates are low but
overall monetary conditions are rela-
tively tight because of the strong
yen. The high real yen exchange rate
is inhibiting the domestic liquidity
cycle. The real value of the yen has
appreciated by about 65% since the
middle of 1989 and is around 80%
higher in real terms than the average
of the past 20 years. The overvalued
yen is causing a sharp external trade
volume adjustment. Higher imports
and lower exports are retarding the
recovery cycle. Despite the external
trade drag, recent evidence has
pointed toward rapidly improving
household financial balances and
firmer retail sales. As a result, Japa-
nese domestic demand is slowly lifting.
We expect a dramatic improvement in
corporate profitability in the next two
years accompanied by either a sharp-
ly lower yen (10%--15% down versus
the US dollar) or maintenance of very
low nominal interest rates (2%--3%).
As yet, both outcomes are possible.
<PAGE>
The cyclical upturn in European
economic growth has gained momen-
tum. The significant easing in Euro-
pean monetary policy over the past
two years has lifted both business
and consumer confidence. Consensus
forecasts of activity growth have also
risen. More significantly, business
surveys show a rise in output price
expectations, suggesting that further
monetary easing is becoming increas-
ingly unlikely. This European recovery
has coincided with further rises in
US interest rates, leading to yields
on the benchmark ECU bond rising
from around 6.2% to over 7.5%. As a
result, despite firmer growth expec-
tations, European equity prices have
generally weakened.

The economic and political environ-
ment in Latin America still generally
provides a positive medium-term
outlook. In particular, although 1994
growth expectations in Mexico have
been pared back, the country's repu-
tation for establishing lower inflation,
currency stability and ongoing fiscal
responsibility continues to improve.
As a result, we expect Mexican inter-
est rates to decline, supporting already
attractive equity valuations. The
outlooks for the Brazilian economy
and equity market are related to the
success of the Cardoso Plan (and in
particular the introduction of the
real, the new currency), and the
fluid political situation in the run
up to the forthcoming presidential
election. Over a 12 month horizon,
both Mexico and Brazil offer strong
economic prospects, and the region
as a whole is poised to benefit from
brighter world trade growth without
experiencing the braking influence of
higher domestic interest rates likely
in Asia.
<PAGE>
Regional Changes
Portfolio activity lessened signifi-
cantly in the three months ended
May 31, 1994. We continued to apply
cash flows to Japan, Mexico and
Brazil and reduced holdings in Italy,
Switzerland and Germany. Among
other markets, Fund positions in
Finland and Ireland were increased.

In Japan, we added four new issues
to our portfolio: Nippon Express Co.,
Ltd., Sangetsu Co., Shimachu Co. and
Shin-etsu Chemical Co., Ltd. In addi-
tion, we strengthened our positions
in a number of existing holdings.
Overall the Japanese portfolio retains
a bias toward non-life insurers and
the electrical equipment and bever-
age sectors. In addition, the Fund
purchased option contracts on the
price performance of the Tokyo Stock
Exchange Second Section to gain sig-
nificant diversified exposure to small
Japanese companies. The Fund
retains a relatively large exposure to
the broader Nikkei 225 Stock Index,
with positions in the June and Sep-
tember contracts quoted in US dollars
on the Chicago Mercantile Exchange
and positions in the June contract
quoted in yen on the Singapore Metals
Exchange. Overall the Fund effectively
has about a 47% exposure to the
Japanese equity market, roughly in
line with the percentage expressed
in the unmanaged Financial Times-
Actuaries World (Ex-US) Index.

Elsewhere in the Pacific Basin, the
Fund's exposures are little changed.
In Hong Kong we eliminated our
exposure to Citic Pacific Ltd.,
reduced our holdings in Sun Hung
Kai and Co. Ltd., and purchased war-
rants in The Hong Kong & China Gas
Co. We also bought back one of the
two Hang Seng Index call options that
the Fund had sold in January. As a
result, our effective market weighting
in Hong Kong has remained essentially
unchanged at about 3%.
<PAGE>
Our exposure to European markets
has been reduced significantly in the
past three months, falling from 36%
at the end of February to around 33%
at the end of May. Principal market
exposure reductions were effected
in Italy, where we sold holdings
in Montedison S.p.A., Fiat S.p.A.
and Cartiere Burgo S.p.A. Sales of
Roche Holding Genusschein AG and
Winterthur reduced the Fund's Swiss
exposure. Within the UK equity
market, we significantly increased
our positions in Grand Metropolitan
PLC, Cable & Wireless Public Co. Ltd.,
Reuters Holdings PLC and Vendome
Luxury Group, while holdings in
British Gas PLC and Pearson PLC
were eliminated and the Tesco PLC
position was reduced. The Fund
reestablished a small weighting in
FTSE 100 June futures at the end of
May, and partially reduced market
exposure in Holland through the sale
of EOE20 June futures.

In Latin America, the Fund began
to selectively build up weightings
following the setbacks in March and
early April. In Brazil, we lifted our
holdings in Banco Bradesco PN and in
Mexico, we purchased further hold-
ings in Cementos Mexicanos, S.A. de
C.V. Nom 'B' (Cemex), Grupo Tribasa,
S.A. de C.V. (ADR) and Telefonos
de Mexico, S.A. de C.V. Overall the
Fund's total exposure to Latin
America remains little changed at
8% of net assets.
<PAGE>
Our currency strategy has continued
to focus on maintaining an overweight
exposure to US dollars through a
combination of buying investments
likely to benefit from dollar strength,
through outright forwards into US
dollars, and through US dollar call
option contracts. Prior to concerted
intervention by central banks in late
April to support the dollar, we had
strengthened our exposure to the
US dollar, buying a further call option
on the US dollar against the yen with
a strike of 105. The more recent
adjustment of short-term interest
rates by the major central banks did
not immediately result in a stronger
dollar, suggesting a continued lack of
confidence in US monetary policy. We
believe that the US economy possesses
a considerable competitive advantage
at current exchange rates and that the
prospective real return on US interest
rates will become sufficiently
attractive to encourage greater demand
for US dollar-denominated investments.
This demand should be sufficient to
offset a gradually shrinking current
account deficit. Currency positions
have significant potential to add
volatility to investment performance.
The Fund's investment strategy seeks
to dampen this prospective volatility
by its combined exposure to a spread
of assets that are likely to be
positively correlated with the US dollar.
<PAGE>
Derivatives Comment
In the past three months, the media
have emphasized the role various
derivative contracts may have played
in increasing market volatility. Addi-
tionally, a number of national and
supranational organizations have
deliberated on the regulatory frame-
work governing the usage of deriva-
tives. As described in its prospectus,
Merrill Lynch International Equity
Fund uses derivative contracts to seek
to alter market and security expo-
sures, to seek to reduce the risk
profile of the Fund, and to improve
liquidity. Derivatives, of course, have
their own risk characteristics, includ-
ing for some over-the-counter deriva-
tives, counterparty risk and some
degree of illiquidity and for virtually
all types of derivatives some degree
of correlation risk. The prospectus
describes these risks in more detail.
However, we are satisfied that over
time and when appropriately used,
selective derivative instruments offer
significant benefits, in terms of
reducing both transaction costs and
portfolio risk.

Fiscal Year in Review
Merrill Lynch International Equity
Fund provided positive returns for
shareholders in the first ten months
since its inception. For the fiscal year
ended May 31, 1994, total returns
for the Fund's Class A and Class B
Shares were +15.10% and +14.40%,
respectively. In addition, the Fund
outperformed an unmanaged bench-
mark, the Financial Times-Actuaries
World (Ex-US) Index, which had a
total return of +10.78% during
the period.
<PAGE>
The fiscal period was marked by
strong performance by all equity
markets. However, Southeast Asia and
European markets initially led the
performance as high liquidity flows
lifted equity prices. A switch in
market performance occurred at the
beginning of 1994 as expensive
valuations were exposed by rising
bond yields. Among the large markets,
only Japan and Italy avoided signifi-
cant corrections after the US Federal
Reserve Board began to increase
interest rates in February.

Subsequent rises in Japanese equity
prices have contributed very posi-
tively to the Fund's performance.
We increased the Fund's weighting
in Japan from a low of 18% of net
assets to effectively 48%, a relatively
aggressive asset shift, but one
justified by the subsequent relative
performance.

Throughout the period the Fund
maintained a generally overweighted
exposure to US dollars, which has
neither added to nor detracted from
its performance. The Fund also pur-
chased a commodity-linked note
which we believe provides significant
diversification benefits at this stage
of the investment cycle.

Overall net assets of the Fund grew
from $130 million since its inception
to $1.05 billion as of May 31, 1994,
and we believe that further growth is
likely given the successful contribu-
tion of regional equity specialists
combined with global asset allocation.
<PAGE>
In Conclusion
The Fund retains a diversified invest-
ment structure, with significant
exposures in Japan, Latin America
and Europe. We see the best prospects
for expected returns in Japan and
Latin America. The Fund is fully
invested, although we retain about
3% directly in a commodity-linked
investment, principally as a diversi-
fication strategy. Merrill Lynch
International Equity Fund is designed
to provide an investment vehicle
for US-based investors desiring
exposure to equity markets outside
the United States.

We thank you for your continued
interest in Merrill Lynch International
Equity Fund, and we look forward
to reviewing our strategy with you
in our next quarterly shareholder
letter.

Sincerely,


(Arthur Zeikel)
Arthur Zeikel
President


(Andrew Bascand)
Andrew Bascand
Senior Portfolio Manager/
Asset Allocator


(Adrian Holmes)
Adrian Holmes
Co-Portfolio Manager
European Investments


(Grace Pineda)
Grace Pineda
Co-Portfolio Manager
Emerging Market Investments


(Stephen I. Silverman)
Stephen I. Silverman
Co-Portfolio Manager
Pacific Basin Investments


July 18, 1994
<PAGE>



PERFORMANCE DATA

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

Total Return
Based on a
$10,000
Investment


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

<TABLE>
<CAPTION>
Recent
Performance
Results*                                                                                                  Since Inception  3 Month
                                                                         5/31/94   2/28/94   7/30/93**       % Change      % Change
           <S>                                                            <C>       <C>       <C>            <C>             <C>
           ML International Equity Fund Class A Shares                    $11.51    $11.73    $10.00         +15.10%         -1.88%
           ML International Equity Fund Class B Shares                     11.44     11.68     10.00         +14.40          -2.05
           ML International Equity Fund Class A Shares--Total Return                                         +15.10          -1.88
           ML International Equity Fund Class B Shares--Total Return                                         +14.40          -2.05
           Financial Times--Actuaries World (Ex-US) Index++--Total Return                                    +10.78          -0.22
        <FN>
         * Investment results shown for the 3-month and since inception periods are before the deduction of any sales charges.
        ** Commencement of Operations.
        ++ An unmanaged capitalization-weighted index comprised of over 1,800 companies in 24 countries, excluding the United
           States.
</TABLE>
<PAGE>

Aggregate
Total Return

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

Class A Shares*

Inception (7/30/93)
through 3/31/94                      +11.80%             +4.53%

[FN]
 *Maximum sales charge is 6.5%.
**Assuming maximum sales charge.

                                    % Return           % Return
                                  Without CDSC         With CDSC**

Class B Shares*

Inception (7/30/93)
through 3/31/94                      +11.20%             +7.20%

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


<TABLE>
SCHEDULE OF INVESTMENTS                                                                                             (in US dollars)
<CAPTION>
                                     Shares                                                                  Value       Percent of
AFRICA     Industries                 Held               Investments                        Cost           (Note 1a)     Net Assets
<S>        <S>                   <C>             <S>                                      <C>             <C>                <C>
South      Mining                    330,000     De Beers Consolidated Mines Ltd.
Africa                                           (ADR)(a)                                 $   7,820,253   $   6,930,000        0.7%


                                                 Total Investments in Africa                  7,820,253       6,930,000        0.7


LATIN
AMERICA

Argentina  Banking                   109,425     Banco de Galicia y Buenos Aires S.A.
                                                 (ADR)(a)                                     2,983,033       4,130,794        0.4

           Energy                    161,600     Yacimientos Petroliferos Fiscales S.A.
                                                 Sponsored)(ADR)(a)                           4,030,726       4,262,200        0.4

           Utilities                  31,000   ++Transportadora de Gas Del Sur(TGS)(c)          426,061         434,000        0.0

                                                 Total Investments in Argentina               7,439,820       8,826,994        0.8


Brazil     Banking               219,915,138     Banco Bradesco PN                            1,792,139       1,524,566        0.1

           Mining                 19,900,000     Companhia Vale do Rio Doce S.A.              2,156,632       2,016,297        0.2

           Telecommunications         75,100     Telecomunicacoes Brasileiras S.A.--
                                                 Telebras (ADR)(a)(c)                         2,825,087       2,816,250        0.3
                                  16,605,580     Telecomunicacoes Brasileiras S.A.--
                                                 Telebras PN                                    626,531         487,128        0.0
                                  91,069,200     Telecomunicacoes Brasileiras S.A.--
                                                 Telebras (Preferred)                         3,396,481       3,496,647        0.3
                                   3,510,000     Telecomunicacoes de Sao Paulo S.A.
                                                 (Preferred)                                  1,036,415       1,020,120        0.1
                                                                                          -------------   -------------      ------
                                                                                              7,884,514       7,820,145        0.7

           Utilities--Electric       200,300     Companhia Energetica de Minas Gerais     
                                                 S.A.(CEMIG)(ADR)(a)                          4,545,774       3,054,575        0.3

                                                 Total Investments in Brazil                 16,379,059      14,415,583        1.3
</TABLE>
<PAGE>

<TABLE>
SCHEDULE OF INVESTMENTS (continued)                                                                                 (in US Dollars)
<CAPTION>
LATIN AMERICA                    Shares Held/                                                                  Value     Percent of
(concluded)Industries            Face Amount              Investments                         Cost           (Note 1a)   Net Assets
<S>        <S>                <C>                <S>                                      <C>             <C>                <C>
Chile      Building &                 55,000     Maderas y Sinteticos S.A.(MASISA)
           Construction                          (Sponsored)(ADR)(a)                      $     977,412   $   1,512,500        0.1%

           Telecommunications         20,000     Compania de Telefonos de Chile S.A.
                                                 (ADR)(a)                                     2,406,988       1,820,000        0.2

                                                 Total Investments in Chile                   3,384,400       3,332,500        0.3


Mexico     Beverages                 278,000     Fomento Economico Mexicano, S.A. de C.V.
                                                 (Femsa)(ADR)(a)(c)                           1,742,736       1,310,075        0.1
                                     356,000     Fomento Economico Mexicano, S.A. de C.V.
                                                 (Femsa)(Class B)                             1,965,085       1,746,779        0.2
                                     215,000     Panamerican Beverages, Inc.(Class A)         6,826,250       6,423,125        0.6
                                                                                          -------------   -------------      ------
                                                                                             10,534,071       9,479,979        0.9

           Building &                 89,437     Cementos Mexicanos, S.A. de C.V. (Cemex)
           Construction                          (Class B)(ADR)(a)                            1,607,856       1,274,477        0.1
                                     953,437     Cementos Mexicanos, S.A. de C.V. Nom 'B'
                                                 (Cemex)                                      6,646,928       7,046,020        0.7
                                     181,821     Grupo Tribasa, S.A. de C.V. (ADR)(a)         4,762,433       5,045,533        0.5
                                                                                          -------------   -------------      ------
                                                                                             13,017,217      13,366,030        1.3

           Diversified               210,000   ++Grupo Carso, S.A. de C.V.(ADR)(a)            4,070,394       4,200,000        0.4
                                     735,000     Grupo Carso, S.A. de C.V. Series A           5,890,684       7,323,450        0.7
                                                                                          -------------   -------------      ------
                                                                                              9,961,078      11,523,450        1.1

           Financial Services        119,700     Servicios Financieros Quadrum,
                                                 S.A. de C.V. (ADR)(a)(c)                     2,451,561       2,154,600        0.2

           Leisure                    75,000     Grupo Situr, S.A.(ADR)(a)(c)                 1,875,000       2,165,625        0.2
                                     542,000     Grupo Situr, S.A.(Ordinary)                  1,640,868       1,517,339        0.1
                                                                                          -------------   -------------      ------
                                                                                              3,515,868       3,682,964        0.3

           Retail  Stores            921,000     Cifra, S.A. de C.V. (Class C)                2,498,768       2,423,101        0.2

           Telecommunications        215,600     Telefonos de Mexico, S.A. de C.V.(Telmex)
                                                 (ADR)(a)                                    12,419,026      13,394,150        1.3

                                                 Total Investments in Mexico                 54,397,589      56,024,274        5.3
<PAGE>

Peru       Mining                    227,266     Southern Peru Copper Corp.                     728,471         873,300        0.1

                                                 Total Investments in Peru                      728,471         873,300        0.1


Venezuela  Foods                     140,000     Mavesa S.A.(ADR)(a)(c)                       1,004,375         910,000        0.1
                                     400,000     Mavesa S.A.(Ordinary)                          137,354         134,211        0.0
                                                                                          -------------   -------------      ------
                                                                                              1,141,729       1,044,211        0.1

           Utilities--Electric       141,960     C.A. La Electricidad de Caracas
                                                 S.A.I.C.A.-S.A.C.A.                            332,605         357,702        0.0

                                                 Total Investments in Venezuela               1,474,334       1,401,913        0.1


                                                 Total Investments in Latin America          83,803,673      84,874,564        7.9


NORTH    
AMERICA

Canada     Foreign Government                    Canadian Government Bonds:
           Obligations        C$   12,750,000      6.50% due 8/01/1996                        10,008,529      8,979,314        0.9
                                   25,800,000      5.75% due 3/01/1999                        18,644,485     16,763,480        1.6
                                                                                          --------------  -------------      ------
                                                                                              28,653,014     25,742,794        2.5


                                                 Total Investments in North America           28,653,014     25,742,794        2.5


PACIFIC
BASIN

Australia  Diversified              2,067,000    BTR NYLEX                                     5,250,110      4,714,906        0.4

           Engineering &            2,160,000    Australia National Industries, Ltd.
           Construction                          (Ordinary)                                    2,844,419      3,268,750        0.3

           Food & Beverage            768,836    Coca-Cola Amatil, Ltd.(Ordinary)              3,798,092      4,858,268        0.5
                                    3,900,000    Goodman Fielder Wattie, Ltd.(Ordinary)        4,500,227      4,001,782        0.4
                                                                                          --------------  -------------      ------
                                                                                               8,298,319      8,860,050        0.9

           Food & Household         1,762,200    Burns Philp & Co., Ltd.(Ordinary)             5,417,082      5,099,356        0.5
           Products
<PAGE>
           Media                      704,074    The News Corp. Ltd.                           5,132,939      4,690,015        0.4

           Natural Gas                372,000    Broken Hill Proprietary Co.                   5,154,321      5,030,862        0.5

           Real Estate                494,221    Lend Lease Corp.                              5,964,856      6,019,760        0.6

                                                 Total Investments in Australia               38,062,046     37,683,699        3.6


Hong Kong  Banking                  3,158,000    Winton Holdings                               1,200,321        970,843        0.1

           Property                 2,588,000    Hang Lung Development Co., Ltd.(Ordinary)     4,128,204      4,689,923        0.4

           Telecommunications       2,638,000    Hong Kong Telecommunications Ltd.
                                                 (Ordinary)                                    4,492,512      5,224,439        0.5

           Utilities                2,196,000    The Hong Kong & China Gas Co.(Ordinary)       3,963,130      4,633,331        0.4
                                      183,000  ++The Hong Kong & China Gas Co.
                                                 (Warrants)(b)                                         0        104,819        0.0
                                                                                          --------------  -------------      ------
                                                                                               3,963,130      4,738,150        0.4

           Utilities--Electric      1,551,600    China Light & Power Co., Ltd. (Ordinary)      7,552,276      8,636,179        0.8

                                                 Total Investments in Hong Kong               21,336,443     24,259,534        2.2


Japan      Automobiles              1,239,000    Suzuki Motor Co. (Ordinary)                  14,003,522     16,464,723        1.6
                                      407,000    Toyota Motor Corp.                            7,430,442      8,210,038        0.8
                                                                                          --------------  -------------      ------
                                                                                              21,433,964     24,674,761        2.4

           Beverages                   99,000    Chukyo Coca-Cola Bottling Co., Ltd.
                                                 (Ordinary)                                    1,398,440      1,372,371        0.1
                                      106,000    Hokkaido Coca-Cola Bottling Co., Ltd.
                                                 (Ordinary)                                    1,754,547      1,773,423        0.2
                                      102,000    Kinki Coca-Cola Bottling Co., Ltd.
                                                 (Ordinary)                                    1,893,379      1,901,530        0.2
                                      111,000    Mikuni Coca-Cola Bottling Co., Ltd.           2,093,307      1,899,522        0.2
                                      111,000    Sanyo Coca-Cola Bottling Co., Ltd.            1,874,646      1,941,969        0.2
                                                                                          --------------  -------------     -------
                                                                                               9,014,319      8,888,815        0.9

           Capital Goods            2,800,000    Mitsubishi Heavy Industries, Ltd.            18,078,701     20,531,549        1.9

           Chemicals                  116,000    Shimachu Co. (Ordinary)                       4,860,372      4,934,990        0.5
                                      250,000    Shin-Etsu Chemical Co., Ltd. (Ordinary)       5,053,884      5,282,027        0.5
                                                                                          --------------  -------------      ------
                                                                                               9,914,256     10,217,017        1.0
</TABLE>
<PAGE>
<TABLE>
SCHEDULE OF INVESTMENTS (continued)                                                                                 (in US dollars)
<CAPTION>
PACIFIC BASIN                     Shares Held/                                                                Value      Percent of
(concluded)Industries             Face Amount               Investments                         Cost        (Note 1a)    Net Assets
<S>        <S>                  <C>              <S>                                      <C>             <C>                <C>
JAPAN      Construction               446,000    Sanki Engineering Co., Ltd.              $    6,307,262  $  5,585,660         0.5%
(concluded)                           371,000    Taihei Dengyo Kaisha, Ltd.                    9,667,248    10,534,130         1.0
                                                                                          --------------  -------------      ------
                                                                                              15,974,510    16,119,790         1.5

           Consumer                   535,000    Matsushita Electric Industrial Co., Ltd.      8,511,279     9,359,943         0.9
           Electronics                267,000    Rohm Co.                                      9,371,978    10,925,048         1.0
                                                                                          --------------  -------------      ------
                                                                                              17,883,257    20,284,991         1.9

           Diversified                238,000    Sony Corp.(Ordinary)                         13,375,906    14,152,581         1.3

           Electric Construction      214,000    Chudenko Corp.(Ordinary)                      8,045,860     8,285,851         0.8

           Electrical Equipment       569,000    The Nippon Signal Co., Ltd.                   7,950,113     7,180,497         0.7
                                    1,415,000    Sumitomo Electric Industries, Ltd.           19,791,497    21,509,082         2.0
                                                                                          --------------  -------------      ------
                                                                                              27,741,610    28,689,579         2.7

           Electronics                872,000    Hitachi Ltd.                                  7,650,968     9,003,442         0.9
                                      390,000    Murata Manufacturing Co., Ltd.               15,255,815    17,449,331         1.7
                                                                                          --------------  ------------       ------
                                                                                              22,906,783    26,452,773         2.6

           Iron & Steel               330,000    Maruichi Steel Tube, Ltd.(Ordinary)           5,881,382     6,025,813         0.6

           Office Equipment         1,154,000    Canon, Inc.(Ordinary)                        17,439,277    19,196,558         1.8

           Packaging                  609,000    Toyo Seikan Kaisha, Ltd.(Ordinary)           17,864,689    17,466,539         1.7

           Pharmaceuticals            699,000    Sankyo Co., Ltd.(Ordinary)                   17,050,198    15,637,285         1.5
                                      763,000    Taisho Pharmaceutical Co., Ltd.(Ordinary)    15,232,435    14,588,910         1.4
                                                                                          --------------  -------------      ------
                                                                                              32,282,633    30,226,195         2.9

           Photography                743,000    Fuji Photo Film Co., Ltd.                    17,555,576    16,124,379         1.5

           Property & Casualty      1,475,000    Dai-Tokyo Fire & Marine Insurance
           Insurance                             Co., Ltd.                                    11,241,300    11,577,199         1.1
                                      851,000    Fuji Fire & Marine Insurance Co., Ltd.        5,819,056     5,613,671         0.5
                                    1,268,000    Koa Fire & Marine Insurance Co., Ltd.         8,833,667     8,849,331         0.8
                                      363,000    Mitsui Marine & Fire Insurance Co., Ltd.      2,929,014     3,036,568         0.3
                                    1,566,000    Nichido Fire & Marine Insurance Co., Ltd.    11,986,774    12,725,621         1.2
                                      351,000    Nippon Fire & Marine Insurance Co., Ltd.      2,500,899     2,647,600         0.3
                                    1,217,000    Sumitomo Marine & Fire Insurance Co., 
                                                 Ltd.                                         10,299,475    11,634,799         1.1
                                    1,352,000    Tokio Marine & Fire Insurance Co., Ltd.      16,730,311    17,707,839         1.7
                                    1,257,000    Yasuda Fire & Marine Insurance Co., Ltd.      9,408,702    10,010,335         0.9
                                                                                          --------------  -------------      ------
                                                                                              79,749,198    83,802,963         7.9
<PAGE>
           Retail Sales               372,000    Ito-Yokado Co., Ltd.(Ordinary)               18,707,735    19,133,461         1.8

           Retail Stores               33,000    Sangetsu Co.(Ordinary)                        1,170,180     1,119,981         0.1

           Telecommunications             278    Nippon Telephone & Telegraph Corp.
                                                 (Ordinary)                                    2,565,202     2,298,948         0.2
                                      112,000    Nisshinbo Industries                          1,045,613     1,263,480         0.1
                                                                                          --------------  ------------       -----
                                                                                               3,610,815     3,562,428         0.3

           Transportation             878,000    Nippon Express Co., Ltd.                      8,878,536     9,149,331         0.9
                                                                                          --------------  ------------       ------
                                                 Total Investments in Japan                  367,509,187   384,105,355        36.5


Malaysia   Leisure                    157,000    Genting BHD                                   1,450,561     1,886,946         0.2

           Steel                    1,032,000    Maruichi Malaysia Steel Tube BHD              2,616,958     2,880,782         0.3

           Telecommunications         118,000    Uniphone Telecommunications BHD                 462,197       594,735         0.1

                                                 Total Investments in Malaysia                 4,529,716     5,362,463         0.6


New        Paper & Forest Product   2,967,800    Carter Holt Harvey, Ltd.                      6,873,959     6,861,040         0.7
Zealand
           Telecommunication           60,000    Telecom Corp. of New Zealand
                                                 (Class C)(ADR)(a)                             2,698,682     2,797,500         0.3

                                                 Total Investments in New Zealand              9,572,641     9,658,540         1.0


South      Financial Services         170,590    Hanyang Securities Co.                        3,913,001     3,027,348         0.3
Korea
           Foods                        1,400  ++Lotte Confectionary Co.(Ordinary)               188,438       167,607         0.0

           Utilities                  130,000  ++Korea Electric Power Corp.                    4,919,521     4,968,975         0.5

                                                 Total Investments in South Korea              9,020,960     8,163,930         0.8


Thailand   Banking                    369,100    Bangkok Bank Co., Ltd.(Foreign Registered)    2,591,948     3,106,360         0.3

                                                 Total Investments in Thailand                 2,591,948     3,106,360         0.3


                                                 Total Investments in the Pacific Basin      452,622,941   472,339,881        45.0

<PAGE>
SOUTHEAST
ASIA

India      Publishing & Broadcasting  380,000  ++Videocon International Ltd.(ADR)(a)           4,045,504     3,040,000         0.3


                                                 Total Investments in Southeast Asia           4,045,504     3,040,000         0.3


WESTERN   
EUROPE

Austria    Utilities                   46,355    Verbund Oesterreichische Elekrizitats AG      2,625,340      2,361,859        0.2

                                                 Total Investments in Austria                  2,625,340      2,361,859        0.2


Belgium    Banking                     15,000    Generale de Banque S.A.(Ordinary)             3,677,777      3,649,128        0.3

           Chemicals                    3,200    Solvay Group(Ordinary)                        1,240,133      1,489,802        0.1

           Retail Trade                70,000    Delhaize 'le Lion' Group(Ordinary)            2,882,324      2,830,624        0.3

                                                 Total Investments in Belgium                  7,800,234      7,969,554        0.7


Finland    Banking                    800,000    Kansallis-Osake-Pankki                        2,025,866      1,765,777        0.2

           Commodity Linked     US$36,000,000    Finnish Export Credit, 0.00%
           Notes                                 due 3/10/1997(d)                             36,000,000     35,737,200        3.4
 
           Diversified                235,000    Outokumpu OY                                  3,395,069      3,976,677        0.4

           Paper & Forest             306,500    Enso-Gutzeit OY                               1,987,636      2,226,856        0.2
           Products                    86,150    Metsa Serla OY                                3,366,405      3,533,660        0.3
                                      165,300    Repola OY S(c)                                2,629,547      2,736,403        0.3
                                                                                          --------------  -------------      ------
                                                                                               7,983,588      8,496,919        0.8

                                                 Total Investments in Finland                 49,404,523     49,976,573        4.8
</TABLE>
<PAGE>
<TABLE>
SCHEDULE OF INVESTMENTS (continued)                                                                                 (in US dollars)
<CAPTION>
WESTERN EUROPE                   Shares Held/                                                                  Value     Percent of
(continued)Industries            Face Amount               Investments                         Cost          (Note 1a)   Net Assets
<S>        <S>                  <C>              <S>                                      <C>             <C>                <C>
France     Automobiles                 33,050    Peugeot S.A.                             $    4,338,149  $   4,750,791        0.5

           Banking                     26,092    Compagnie Financiere de Paribas               2,018,937      1,812,717        0.2
                                        2,900    Compagnie Financiere de Paribas(Ordinary)
                                                   (New Shares)                                  184,249        191,169        0.0
                                       35,300    Compagnie Financiere de Suez(Ordinary)        2,018,337      1,908,006        0.2
                                       19,000    Societe Generale de Surveillance S.A.
                                                   (Class A)(Ordinary)                         2,052,425      2,062,722        0.2
                                                                                          --------------  -------------      ------
                                                                                               6,273,948      5,974,614        0.6

           Chemicals                  155,900    Rhone-Poulenc S.A.                            3,910,519      3,900,270        0.4

           Insurance                   35,400    Societe Centrale du Groupe des Assurances
                                                 Nationales S.A.                               3,149,239      2,686,450        0.3

                                                 Total Investments in France                  17,671,855     17,312,125        1.8


Germany    Automobile Parts            13,500    Continental AG                                2,068,760      2,237,682        0.2
                                       21,000  ++Continental AG(Warrants)(b)                   1,195,162      1,194,343        0.1
                                                                                          --------------  -------------      ------
                                                                                               3,263,922      3,432,025        0.3

           Automobiles                 10,520    Daimler-Benz AG                               4,945,899      5,167,214        0.5
                                        3,815    Volkswagen AG (Preferred)                       711,409        880,652        0.1
                                       26,212  ++Volkswagen AG (Preferred)(Warrants)(b)        2,406,624      2,723,242        0.3
                                                                                          --------------  -------------      ------
                                                                                               8,063,932      8,771,108        0.9

           Banking                     13,867    Deutsche Bank AG(Ordinary)                    6,786,387      6,216,532        0.6

           Chemicals                   15,212    BASF AG(Ordinary)                             2,448,022      2,886,949        0.3
                                       23,946    Bayer AG(Ordinary)                            4,396,079      5,288,803        0.5
                                                                                          --------------  -------------      ------
                                                                                               6,844,101      8,175,752        0.8

           Insurance                    3,650  ++Allianz AG Holding(Warrants)(b)                 140,309        172,065        0.0
                                        1,350  ++Munich Reinsurance Co.(Ordinary)              2,359,488      2,422,445        0.2
                                                                                          --------------  -------------      ------
                                                                                               2,499,797      2,594,510        0.2
<PAGE>
           Machinery                   68,200    Kloeckner Werke AG                            3,365,767      6,160,402        0.6

           Metal & Mining              29,860    Thyssen AG(Ordinary)                          4,172,755      5,022,074        0.5

           Utilities                   41,000  ++Vereinigte Elektrizitaets & Bergwerks AG
                                                   (Veba)(Warrants)(b)                         1,765,109      1,857,968        0.2

                                                 Total Investments in Germany                 36,761,770     42,230,371        4.1


Greece     Beverages                   29,810    Hellenic Bottling Co. S.A.                      792,760        854,529        0.1

           Financial Services          44,800    Etba Leasing S.A.(Ordinary)                   1,628,693      1,093,631        0.1

                                                 Total Investments in Greece                   2,421,453      1,948,160        0.2


Hungary    Foods                        5,250    Pick Szeged Reszvenytarsasag(ADR)(a)            366,608        348,679        0.0

                                                 Total Investments in Hungary                    366,608        348,679        0.0


Ireland    Building &                 610,000    CRH PLC (Ordinary)                            2,912,864      3,157,238        0.3
           Construction

           Closed-End Funds         1,400,000    First Ireland Investment Co.                  2,176,323      2,031,725        0.2

           Foreign Government    IEP3,500,000    Irish Gilts, 9.25% due 7/11/2003              5,950,560      5,419,063        0.5
           Obligations

           Forest Products          1,710,300    Jefferson Smurfit Group PLC(Ordinary)         8,331,246      8,093,413        0.8

                                                 Total Investments in Ireland                 19,370,993     18,701,439        1.8


Italy      Diversified              2,220,000    Compagnie Industrial Riunite S.p.A.(CIR)      2,154,516      3,627,907        0.3

           Insurance                  154,900    Assicurazioni Generali(Ordinary)              4,070,240      4,410,415        0.4

           Telecommunications       1,000,000    STET, Di Risp(Non Conv.)                      2,016,347      2,809,554        0.3

                                                 Total Investments in Italy                    8,241,103     10,847,876        1.0


Nether-    Banking                     89,500    ABN Amro Bank(Ordinary)                       3,083,255      2,930,767        0.3
lands
           Beverages                    8,504    Heineken Holdings(Class A)                      705,797        912,872        0.1
                                        9,000    Heineken N.V.                                   949,291      1,100,298        0.1
                                                                                          --------------  -------------      ------
                                                                                               1,655,088      2,013,170        0.2
<PAGE>
           Chemicals                   41,125    Akzo N.V.(Ordinary)                           3,932,413      4,637,571        0.4

           Electrical Equipment       218,500    Philips Industries Inc.                       5,139,779      6,077,013        0.6

           Insurance                   79,282    AEGON N.V.(Ordinary)                          3,874,041      4,139,255        0.4
                                       94,665    Amev N.V.(Ordinary)                           3,772,731      3,746,568        0.4
                                       91,197    Internationale Nederlanden Groep N.V.         3,491,374      3,752,699        0.4
                                                                                          --------------  -------------      ------
                                                                                              11,138,146     11,638,522        1.2

           Paper & Forest             130,477  ++Koninklijke KNP                               2,479,390      3,388,370        0.3
           Products                    43,492  ++Koninklijke KNP(Preferred)                      176,682        180,617        0.0
                                                                                          --------------  -------------      ------
                                                                                               2,656,072      3,568,987        0.3

           Transportation             192,180    KLM Royal Dutch Airlines                      3,769,039      5,344,990        0.5

                                                 Total Investments in the Netherlands         31,373,792     36,211,020        3.5


Portugal   Banking                    341,700    Banco Comercial Portugues S.A.               5,019,557      4,734,156         0.4
                                       89,000    Banco Comercial Portugues S.A.(ADR)(a)       1,289,946      1,212,625         0.1
                                                                                          --------------  -------------      ------
                                                                                              6,309,503      5,946,781         0.5

           Building &                  37,800    Sociedade de Construsoes Soares da Costa
           Construction                          S.A.                                           976,555        717,469         0.1

           Retail Stores                6,300    Estabelecimentes Jeronimo Martins & Filho
                                                 S.A.                                           494,447        479,789         0.0

                                                 Total Investments in Portugal                7,780,505      7,144,039         0.6


Spain      Banking                     16,920    Banco Popular Espanol(Ordinary)              1,907,099      1,906,074         0.2

           Oil--Related               112,640    Repsol S.A.(Ordinary)                        3,018,225      3,556,615         0.3

           Real Estate                  3,527    Vallehermoso Espanola S.A.(New)                 43,620         69,994         0.0

           Telecommunications         328,940    Telefonica Nacional de Espana S.A.
                                                 (Ordinary)                                   3,958,662      4,465,139         0.4

                                                 Total Investments in Spain                   8,927,606      9,997,822         0.9

<PAGE>
Sweden     Building Related           158,100    Svedala Industry(c)                          3,038,534      3,467,817         0.3

           Engineering                183,850  ++SKF AB                                       3,438,484      3,089,322         0.3
                                       95,800  ++SKF AB'B'Free                                1,859,982      1,609,774         0.2
                                                                                          --------------  -------------      ------
                                                                                              5,298,466      4,699,096         0.5

           Metals & Mining            204,460  ++Trelleborg AB(Class B)                       1,373,199      2,911,116         0.3

           Pharmaceutical--           151,750    Astra 'A' Fria                               3,179,941      3,231,208         0.3
           Prescription

                                                 Total Investments in Sweden                 12,890,140     14,309,237         1.4
</TABLE>


<TABLE>
SCHEDULE OF INVESTMENTS (continued)                                                                                 (in US dollars)
<CAPTION>
WESTERN EUROPE                   Shares Held/                                                                  Value     Percent of
(concluded)Industries            Face Amount               Investments                         Cost          (Note 1a)   Net Assets
<S>        <S>                  <C>              <S>                                      <C>             <C>                <C>   
Switzer-   Banking                     14,033    Swiss Bank Corp(Bearer)                  $   4,475,325   $  4,043,746         0.4%
land 
           Chemicals                    5,512    Ciba-Geigy AG(Registered)                    2,750,861      3,341,797         0.3

           Electrical                  10,481    BBC Brown Boveri & Cie                       6,662,929      9,419,444         0.9
           Equipment

           Health &                    11,960    Sandoz AG(Registered)                        5,509,003      5,877,632         0.6
           Personal Care  

                                                 Total Investments in Switzerland            19,398,118     22,682,619         2.2


Turkey     Automobiles &              245,600  ++Turk Otomobil Fabrikasi A.S.(c)              3,927,600      1,719,200         0.2
           Equipment
                                                 Total Investments in Turkey                  3,927,600      1,719,200         0.2


United     Aerospace                  300,000    Rolls Royce PLC(Ordinary)                      808,335        816,318         0.1
Kingdom
           Banking                    674,000    National Westminster Bank PLC(Ordinary)      5,149,381      4,340,453         0.4

           Beverages                1,336,600    Grand Metropolitan PLC(Ordinary)             8,759,700      8,829,752         0.8

           Building Materials         500,000    Blue Circle Industries PLC(Ordinary)         2,201,422      2,199,523         0.2
                                    1,907,350    Tarmac PLC(Ordinary)                         4,878,546      4,180,844         0.4
                                                                                          --------------  -------------      ------
                                                                                              7,079,968      6,380,367         0.6
<PAGE>
           Conglomerates            2,380,000    Hanson PLC(Ordinary)                         9,968,800      9,089,059         0.9

           Consumer--Goods            792,900    Vendome Luxury Group(Units)                  4,735,895      5,297,931         0.5

           Electrical               1,098,400    General Electric Co., Ltd. PLC(Ordinary)     5,507,919      4,989,656         0.5
           Equipment

           Food & Beverage            728,000    Tate & Lyle PLC(Ordinary)                    4,399,437      4,611,169         0.4

           Food & Household           415,000    Cadbury Schweppes PLC(Ordinary)              3,315,705      2,881,914         0.3
           Products

           Insurance                  456,300    Commercial Union Assurance Co. PLC
                                                 (Ordinary)                                   4,365,810      3,580,866         0.3

           Leisure &                  541,200    Granada Group PLC                            4,445,193      3,998,620         0.4
           Entertainment              852,350    The Rank Organisation PLC (Ordinary)         5,179,878      4,864,078         0.5
                                      175,600    Thorn EMI (Ordinary)                         2,625,146      2,724,891         0.3
                                                                                          --------------  -------------      ------
                                                                                             12,250,217     11,587,589         1.2

           Media/Publishing           902,400    Reuters Holdings PLC                         6,518,327      6,261,486         0.6
                                    1,270,000    WPP Group PLC                                1,865,806      2,265,434         0.2
                                                                                          --------------  -------------      ------
                                                                                              8,384,133      8,526,920         0.8

           Oil--Related               716,000    British Petroleum Co., Ltd.                  3,681,500      4,157,681         0.4

           Pharmaceuticals          1,091,300    Smithkline Beecham Corp. PLC(Class A)        6,606,311      6,334,918         0.6

           Retail                   1,038,400    Tesco PLC(Ordinary)                          3,506,944      3,308,247         0.3

           Retail Trade               210,800    Boots Co. PLC(Ordinary)                      1,756,467      1,628,385         0.2
                                    2,640,200    Sears Holdings                               4,730,391      4,789,428         0.5
                                                                                          --------------  -------------      ------
                                                                                              6,486,858      6,417,813         0.7

           Telecommunications         883,800    Cable & Wireless Public Co. Ltd.
                                                 (Ordinary)                                   6,321,413      5,798,416         0.5

           Utilities--Electric        836,000    Scottish Power PLC(Ordinary)                 4,327,044      4,350,567         0.4

                                                 Total Investments in the United Kingdom    105,655,370    101,299,636         9.7


                                                 Total Investments in Western Europe        334,617,010    345,060,209        33.1

<PAGE>
<CAPTION>
SHORT-TERM                              Face                                                                 
SECURITIES                             Amount                 Issue                                            
           <S>                 <C>               <S>                                      <C>             <C>                <C>
           Commercial Paper*   US$ 10,000,000    ANZ (Delaware) Inc., 4.00% due 6/03/1994      9,997,778      9,997,778        0.9 
                                   10,089,000    General Capital Electric Co.,
                                                 4.22% due 6/01/1994                          10,089,000     10,089,000        1.0
                                                                                          --------------  -------------      ------
                                                                                              20,086,778     20,086,778        1.9

           US Government                         US Treasury Bills:
           Obligations*               485,000      3.40% due 6/16/1994                           484,313        484,235        0.0
                                      385,000      3.42% due 6/16/1994                           384,451        384,393        0.0
                                      725,000      3.43% due 6/16/1994                           723,964        723,857        0.0
                                      350,000      3.48% due 6/16/1994                           349,492        349,448        0.0
                                       70,000      3.50% due 6/16/1994                            69,898         69,890        0.0
                                      450,000      3.51% due 6/16/1994                           449,342        449,290        0.0
                                      220,000      3.52% due 6/16/1994                           219,677        219,653        0.0
                                      825,000      3.53% due 6/16/1994                           823,787        823,699        0.1
                                      250,000      3.65% due 6/16/1994                           249,620        249,606        0.0
                                   39,000,000      3.71% due 6/23/1994                        38,911,578     38,907,559        3.7
                                      700,000      3.105% due 7/07/1994                          697,827        697,194        0.1
                                                                                          --------------  -------------      ------
                                                                                              43,363,949     43,358,824        3.9

                                                 Total Investments in Short-Term 
                                                 Securities                                   63,450,727     63,445,602        5.8


<CAPTION>
OPTIONS                        Number of Contracts/                                             Premiums
PURCHASED                          Face Amount                                                    Paid
           <S>                    <C>            <S>                                      <C>             <C>                <C>
           Call Options               194,819    Topix Index, expiring October 1994    
           Purchased                             at Yen 2270                                     278,895        313,181        0.0
                                      188,501    Topix Index, expiring May 1995    
                                                 at Yen 2330                                     420,000        370,731        0.0
                                                                                          --------------  -------------      ------
                                                                                                 698,895        683,912        0.0

           Currency Call           10,000,000    French Franc, expiring September 1994 at
           Options Purchased                     Frf 5.77                                        145,500        329,800        0.0
                                    8,500,000    German Deutschemark, expiring September 
                                                 1994 at DM 1.679                                133,875        266,475        0.0
                                    5,160,000    Netherlands Guilder, expiring September 
                                                 1994 at NLG 1.885                                83,334        162,024        0.0
                                                                                          --------------  -------------      ------
                                                                                                 362,709        758,299        0.0
<PAGE>
           Currency Put            14,800,000    German Deutschemark, expiring June 1994
           Options Purchased                     at DM 1.70                                      236,060         19,240        0.0
                                   40,000,000    Japanese Yen, expiring September 1994 
                                                 at Yen 105                                      924,000        688,000        0.0
                                   80,000,000    Japanese Yen, expiring September 1994 
                                                 at Yen 107                                    1,792,000        752,000        0.1
                                   12,640,000    Netherlands Guilder, expiring June 1994  
                                                 at NLG 1.915                                    195,920         12,008        0.0
                                                                                          --------------  -------------      ------
                                                                                               3,147,980      1,471,248        0.1

                                                 Total Options Purchased                       4,209,584      2,913,459        0.1


                                                 Total Investments                           979,222,706  1,004,346,509       95.4

</TABLE>


<TABLE>
SCHEDULE OF INVESTMENTS (concluded)                                                                                 (in US dollars)
<CAPTION>
OPTIONS                      Number of Contracts/                                             Premiums         Value     Percent of
WRITTEN                           Face Amount                   Issue                         Received       (Note 1a)   Net Assets
           <S>                   <C>             <S>                                      <C>             <C>                <C>
           Call Options Written         9,039    Hang Seng Index, expiring July 1994
                                                 at HKD 12212                             $    (664,005)  $    (103,933)       0.0%

           Currency Call         $ 10,000,000    French Franc, expiring September 1994
           Options Written                       at Frf 5.595                                   (64,500)       (156,500)       0.0
                                    8,500,000    German Deutschemark, expiring September  
                                                 1994 at DM 1.628                               (60,350)       (127,925)       0.0
                                    5,160,000    Netherlands Guilder, expiring September 
                                                 1994 at NLG 1.827                              (37,926)        (77,658)       0.0
                                                                                          --------------  -------------      ------
                                                                                               (162,776)       (362,083)       0.0

           Put Options Written        194,819    Topix Index, expiring October 1994 at
                                                 Yen 2270                                      (205,795)       (158,072)       0.0

                                                 Total Options Written                       (1,032,576)       (624,088)       0.0


           Total Investments, Net of Options Written                                       $978,190,130   1,003,722,421       95.4
                                                                                           ============   
           Variation Margin on Stock Index Futures Contracts**                                                  309,684        0.0
           Unrealized Depreciation on Forward Foreign Exchange Contracts***                                    (883,161)      (0.1)
           Other Assets Less Liabilities                                                                     49,152,748        4.7
                                                                                                         ==============      ======
           Net Assets                                                                                    $1,052,301,692      100.0%
                                                                                                         ==============      ======
<PAGE>
       <FN>
       (a) American Depositary Receipt(ADR). 
       (b) Warrants entitle the Fund to purchase a predetermined number of
           shares of common stock. The purchase price and the number of shares
           are subject to adjustment under certain conditions until the
           expiration date.
       (c) Restricted securities pursuant to Rule 144A. The value of the Fund's
           investment in restricted securities was approximately $17,714,000, representing
           1.7% of net assets.
       (d) The redemption value including interest, if any, is linked to the Goldman
           Sachs Commodity Index.  This note is not principal protected.
        ++ Non-income producing security.
         * Commercial Paper and certain US Government Obligations are traded on a
           discount basis; the interest rates shown are the discount rates paid at
           the time of purchase by the Fund.
        ** Stock index futures contracts as of May 31, 1994 were as follows:

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

              45      FTSE 100        LIFFE         June 1994     $   5,032,260
             184     Nikkei 225        CME          June 1994        19,283,200
             333     Nikkei 225       SIMEX         June 1994        33,379,588
             433     Nikkei 225        CME        September 1994     45,703,150

           Total Stock Index Futures Contracts Purchased
          (Total Contract Price--$101,425,951)                    $ 103,398,198
                                                                  =============

        ** Stock index features contracts sold as of May 31, 1994 were as follows:

           Number of                                Expiration         Value
           Contracts    Issue        Exchange          Date          (Note 1d)
           150          EOE20          EOE          June 1994       $(6,531,689)

           Total Stock Index Futures Contracts Sold
           (Total Contract Price-$6,779,073)                        $(6,531,689)
                                                                    ============
<PAGE>
       *** Forward foreign exchange contracts as of May 31, 1994 were as follows:

                                                     Unrealized
                                                    Appreciation
           Foreign                Expiration       (Depreciation)
           Currency Sold             Date             (Note 1b)

           A$      23,732,602    September 1994     $    (85,964)
           Bf     207,054,996    September 1994         (262,617)
           DM      33,651,062    September 1994         (847,398)
           Fmk     18,726,095    September 1994          (45,699)
           Frf     86,635,768    September 1994         (658,555)
           Nlg     27,242,454    September 1994         (603,995)
           Pta  1,012,303,596    September 1994         (185,644)
           Skr     29,179,296    September 1994          (57,881)
           Yen 14,896,716,999    September 1994        1,864,592

           Total (US Commitment--$215,822,774)      $   (883,161)
                                                    ============
           Total Unrealized Depreciation on
           Forward Foreign Exchange Contracts       $   (883,161)
                                                    ============

           See Notes to Financial Statements.
</TABLE>


<TABLE>
STATEMENT OF ASSETS AND LIABILITIES
<CAPTION>
              As of May 31, 1994
<S>           <S>                                                                                    <C>          <C>
Assets:       Investments, at value (identified cost--$975,013,122) (Note 1a)                                     $1,001,433,050
              Put options purchased, at value (cost--$4,209,584)                                                       2,913,459
              Variation margin on stock index futures contracts (Notes 1d & 5)                                           309,684
              Foreign cash (Note 1b)                                                                                   6,052,023
              Cash                                                                                                       972,464
              Receivables:
                Securities sold                                                                       $47,458,000
                Capital shares sold                                                                    12,920,369
                Dividends                                                                               3,551,811
                Forward foreign exchange contracts (Note 1b)                                              707,316
                Interest                                                                                  651,653     65,289,149
                                                                                                      -----------
              Deferred organization expenses (Note 1g)                                                                    56,896
              Prepaid registration fees and other assets (Note 1g)                                                        58,099
                                                                                                                  --------------
              Total assets                                                                                         1,077,084,824
                                                                                                                  --------------

<PAGE>
Liabilities:  Unrealized depreciation on forward foreign exchange contracts (Note 1b)                                    883,161
              Call options written, at value (premiums received--$1,032,576) (Notes 1a & 1c)                             624,088
              Payables:
                Securities purchased                                                                   18,069,030
                Capital shares redeemed                                                                 2,975,288
                Distributor (Note 2)                                                                      759,700
                Investment adviser (Note 2)                                                               670,109     22,474,127
                                                                                                      -----------
              Accrued expenses and other liabilities                                                                     801,756
                                                                                                                  --------------
              Total liabilities                                                                                       24,783,132
                                                                                                                  --------------


Net Assets:   Net assets                                                                                          $1,052,301,692
                                                                                                                  ==============


Net Assets    Class A Shares of beneficial interest, $0.10 par value, unlimited number of shares
Consist of:   authorized                                                                                          $    1,806,845
              Class B Shares of beneficial interest, $0.10 par value, unlimited number of shares
              authorized                                                                                               7,379,906
              Paid-in capital in excess of par                                                                       979,944,938
              Undistributed realized capital gains on investments and foreign currency transactions--
              net                                                                                                     36,233,997
              Unrealized appreciation on investments and foreign currency transactions--net                           26,936,006
                                                                                                                  --------------
              Net assets                                                                                          $1,052,301,692
                                                                                                                  ==============


Net Asset     Class A--Based on net assets  of $208,006,811 and 18,068,449 shares of beneficial
Value:        interest outstanding                                                                                $        11.51
                                                                                                                  ==============
              Class B--Based on net assets of $844,294,881 and 73,799,056 shares of beneficial
              interest outstanding                                                                                $        11.44
                                                                                                                  ==============



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


<TABLE>
STATEMENT OF OPERATIONS
<CAPTION>
                                                                                                                  For the Period
                                                                                                                   July 30, 1993++
                                                                                                                  to May 31,1994
<S>           <S>                                                                                  <C>            <C>
Investment    Dividends (net of $1,043,207 foreign withholding tax)                                               $    7,646,918
Income        Interest and discount earned                                                                             2,508,301
(Notes 1e &                                                                                                       --------------
1f) :         Total income                                                                                            10,155,219
                                                                                                                  --------------


Expenses:     Distribution and maintenance fees--Class B (Note 2)                                                      4,246,574
              Investment advisory fees (Note 2)                                                                        4,054,791
              Custodian fees                                                                                             564,442
              Registration fees (Note 1g)                                                                                406,198
              Transfer agent fees--Class B (Note 2)                                                                      369,783
              Maintenance fees--Class A (Note 2)                                                                         289,933
              Accounting services (Note 2)                                                                               142,452
              Transfer agent fees--Class A (Note 2)                                                                       84,847
              Printing and shareholder reports                                                                            73,513
              Trustees' fees and expenses                                                                                 26,827
              Professional fees                                                                                           25,401
              Amortization of organization expenses (Note 1g)                                                             11,454
              Pricing fees                                                                                                 8,558
              Other                                                                                                       14,000
                                                                                                                  --------------
              Total expenses                                                                                          10,318,773
                                                                                                                  --------------
              Investment loss--net                                                                                      (163,554)
                                                                                                                  --------------


Realized &    Realized gain (loss) from:
Unrealized      Investments--net                                                                   $  45,327,087
Gain (Loss)     Foreign currency transactions--net                                                    (8,929,536)     36,397,551
on Invest-                                                                                         -------------
ments &       Unrealized appreciation/depreciation on:
Foreign         Investments-net                                                                       29,232,371
Currency        Foreign currency transactions--net                                                    (2,296,365)     26,936,006
Transactions                                                                                       -------------  --------------
- - --Net(Notes   Net realized and unrealized gain on investments and foreign currency transactions                       63,333,557
1b, 1f & 3):                                                                                                      --------------
              Net Increase in Net Assets Resulting from Operations                                                $   63,170,003
                                                                                                                  ==============

            <FN>
            ++Commencement of Operations.

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

<TABLE>
STATEMENTS OF CHANGES IN NET ASSETS
<CAPTION>
                                                                                                                  For the Period
                                                                                                                  July  30, 1993++
                                                                                                                 to May 31, 1994
              Increase (Decrease) in Net Assets:
<S>           <S>                                                                                                   <C>
Operations:   Investment loss--net                                                                                $     (163,554)
              Realized gain on investments and foreign currency transactions--net                                     36,397,551
              Unrealized appreciation on investments and foreign currency transactions--net                           26,936,006
                                                                                                                  --------------
              Net increase in net assets resulting from operations                                                    63,170,003
                                                                                                                  --------------


Beneficial    Net increase in net assets derived from beneficial interest transactions                               989,031,689
Interest                                                                                                          ==============
Transactions
(Note 4):


Net Assets:   Total increase in net assets                                                                         1,052,201,692
              Beginning of period                                                                                        100,000
                                                                                                                  --------------
              End of period                                                                                       $1,052,301,692
                                                                                                                  ==============
  
             <FN>
            ++Commencement of Operations.

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

<TABLE>
FINANCIAL HIGHLIGHTS
<CAPTION>

              The following per share data and ratios have been derived                                     For the Period
              from information provided in the financial statements.                                      July 30, 1993++ to
                                                                                                             May 31, 1994
              Increase (Decrease) in Net Asset Value:                                                 Class A           Class B*
<S>           <S>                                                                                  <C>               <C>
Per Share     Net asset value, beginning of period                                                 $     10.00       $     10.00
Operating                                                                                          -----------       -----------
Performance:  Investment income (loss)--net                                                                .04              (.02)
              Realized and unrealized gain on investments and foreign currency 
              transactions--net                                                                           1.47              1.46
                                                                                                   -----------       -----------
              Total from investment operations                                                            1.51              1.44
                                                                                                   -----------       -----------
              Net asset value, end of period                                                       $     11.51       $     11.44
                                                                                                   ===========       ===========


Total         Based on net asset value per share                                                        15.10%+++         14.40%+++
Investment                                                                                         ===========       ===========
Return:***


Ratios to     Expenses, excluding account maintenance and distribution fees                              1.06%**           1.07%**
Average                                                                                            ===========       ===========
Net Assets:   Expenses                                                                                   1.31%**           2.07%**
                                                                                                   ===========       ===========
              Investment income (loss)--net                                                               .55%**          (.19)%**
                                                                                                   ===========       ===========


Supplemental  Net assets, end of period (in thousands)                                             $   208,007       $   844,295
Data:                                                                                              ===========       ===========
              Portfolio turnover                                                                        50.63%            50.63%
                                                                                                   ===========       ===========

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

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

NOTES TO FINANCIAL STATEMENTS

1. Significant Accounting Policies:
Merrill Lynch International Equity Fund (the "Fund") is registered
under the Investment Company Act of 1940 as a diversified, open-
end management investment company. The shares of the Fund are
divided into Class A Shares and Class B Shares. Class A Shares are
sold with a front-end sales charge. Class B Shares may be subject
to a contingent deferred sales charge. Both classes of shares have
identical voting, dividend, liquidation and other rights and the same
terms and conditions, except that Class A Shares bear the expenses
of its ongoing account maintenance fee with respect to the Class A
Shares and Class B Shares bear the expenses of its ongoing account
maintenance fee and distribution fee with respect to the Class B
Shares and have exclusive voting rights with respect to matters relat-
ing to its respective 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 principal
market on which such securities are traded, as of the close of
business on the day the securities are being valued or, lacking any
sales, at the last available bid price. Securities traded in the over-
the-counter market are valued at the last available bid price in the
over-the-counter market prior to the time of valuation. Portfolio
securities which are traded both in the over-the-counter market and
on a stock exchange are valued according to the broadest and most
representative market. 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 Trustees as the
primary market. Short-term securities are valued at amortized cost,
which approximates market value.

Options written by the Fund are valued at the last asked price in the
case of exchange-traded options or, in the case of options traded in
the over-the-counter market, at the average of the last asked price
as obtained from one or more dealers. Options purchased by the
Fund are valued at their last bid price in the case of exchange-
traded options or, in the case of options traded in the over-the-
counter market, the average of the last bid price as obtained from two
or more dealers, unless there is only one dealer, in which case
that dealer's price is used.

Securities and assets for which market quotations are not readily
available are valued at fair value as determined in good faith by or
under the direction of the Board of Trustees of the Fund.
<PAGE>
(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 cur-
rency transactions are the result of settling (realized) or valuing
(unrealized) such transactions expressed in foreign currencies into
US dollars. Realized and unrealized gains or losses from investments
include the effects of foreign exchange rates on investments.

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

The Fund may also purchase or sell listed or over-the-counter for-
eign 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.

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

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

Written and purchased options are non-income producing investments.

(d) Futures contracts--The Fund may purchase or sell futures con-
tracts and options on such futures contracts. Upon entering into a
contract, the Fund deposits and maintains as collateral such initial
margin as required by the exchange on which the 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.
<PAGE>
(e) Income taxes--It is the Fund's policy to comply with the require-
ments of the Internal Revenue Code applicable to regulated invest-
ment companies and to distribute substantially all of its taxable
income to its shareholders. Therefore, no Federal income tax provi-
sion is required. Under the applicable foreign tax law, a withholding
tax may be imposed on interest, dividends, and capital gains at
various rates.

(f) Security transactions and investment income--Security transac-
tions 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 divi-
dends from foreign securities are recorded as soon as the Fund is
informed of the ex-dividend date. Interest income (including amorti-
zation of discount) is recognized on the accrual basis. Realized gains
and losses on security transactions are determined on the identified
cost basis.

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

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

(i) Reclassification--Accumulated investment loss--net in the
amount of $163,554 was reclassified to undistributed realized
gains--net.

2. Investment Advisory Agreement and Transactions
with Affiliates:
The Fund has entered into an Investment Advisory Agreement with
Merrill Lynch Asset Management, L.P. ("MLAM"). Effective January
1, 1994, the investment advisory business of MLAM was reorganized
from a corporation to a limited partnership. Both prior to and after
the reorganization, ultimate control of MLAM was vested with
Merrill Lynch & Co., Inc. ("ML & Co."). The general partner of MLAM is
Princeton Services, Inc., an indirect wholly-owned subsidiary of
ML & Co. The limited partners are ML & Co. and Merrill
Lynch Investment Management, Inc. ("MLIM"), which is also an
indirect wholly-owned subsidiary of ML & Co. The Fund has also
entered into a Distribution Agreement and a Distribution Plan with
Merrill Lynch Funds Distributor, Inc. ("MLFD" or "Distributor"), a
wholly-owned subsidiary of MLIM.
<PAGE>
MLAM is responsible for the management of the Fund's portfolio
and provides the necessary personnel, facilities, equipment and
certain other services necessary to the operations of the Fund. For
such services, the Fund pays a monthly fee of 0.75%, on an annual
basis, of the average daily value of the Fund's net assets. MLAM has
entered into a Sub-Advisory Agreement with Merrill Lynch Asset
Management U.K., Ltd. ("MLAM U.K."), an affiliate of MLAM, pursu-
ant to which MLAM pays MLAM U.K. a fee in an amount to be
determined from time to time by the Investment Adviser and MLAM
U.K. but in no event in excess of the amount that the Investment
Adviser actually receives. For the period July 30, 1993 to May 31,
1994, MLAM paid MLAM U.K. a fee of $401,250 pursuant to such
Agreement. Certain of the states in which the shares of the Fund
are qualified for sale impose limitations on the expenses of the
Fund. The most restrictive annual expense limitation requires
that the Investment Adviser reimburse the Fund to the extent the
Fund's expenses (excluding interest, 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.

The Fund has adopted separate Plans of Distribution (the "Distribu-
tion Plan") for Class A and Class B Shares in accordance with
Rule 12b-1 under the Investment Company Act of 1940 pursuant to
which MLFD receives from the Fund at the end of each month
(a) an account maintenance fee, at an annual rate of 0.25% of the
average daily net assets of the Fund's Class A Shares in order to
compensate the Distributor and Merrill Lynch (pursuant to a sub-
agreement) in connection with account maintenance activities, and
(b) an account maintenance fee and a distribution fee at the annual
rates of 0.25% and 0.75%, respectively, of the average daily net assets
of the Fund's Class B Shares in order to compensate the Distributor
and Merrill Lynch (pursuant to a sub-agreement) for the services
it provides and the expenses borne by the Distributor under the
Distribution Agreement. As authorized by the Distribution Plans,
the Distributor has entered into an agreement with Merrill Lynch,
Pierce, Fenner & Smith Inc. ("MLPF&S"), an affiliate of MLAM,
which provides for the compensation of MLPF&S in connection
with account maintenance activities for Class A Shares and for
providing account maintenance and distribution-related services
to the Fund for Class B Shares. For the period ended May 31, 1994,
MLFD earned $289,933 and $4,246,574 for Class A and Class B
Shares, respectively, under the Distribution Plans, all of which was
paid to MLPF&S pursuant to the agreement.

For the period ended May 31, 1994, MLFD earned underwriting
discounts of $228,535, and MLPF&S earned dealer concessions of
$4,273,549, on sales of the Fund's Class A Shares.
<PAGE>

NOTES TO FINANCIAL STATEMENTS (concluded)

MLPF&S also received contingent deferred sales charges of
$428,332 relating to transactions in Class B Shares and $122,975 in
commissions on the execution of portfolio security transactions
for the Fund during the period.

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

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

3. Investments:
Purchases and sales of investments, excluding short-term securities,
for the period from July 30, 1993 (commencement of operations) to
May 31, 1994 were $1,167,065,890 and $290,085,723, respectively.

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

                                       Realized            Unrealized
                                        Gains                Gains
                                       (Losses)             (Losses)

Investments:
  Long-term                         $ 34,782,900        $ 26,425,052
  Short-term                                 709              (5,124)
Stock index futures contracts          9,813,375           2,219,631
Options written                          730,103             607,795
Options purchased                             --             (14,983)
                                    ------------        ------------
Total Investments                     45,327,087          29,232,371
Currency transactions:
  Options written                       (654,392)           (199,307)
  Options purchased                   (1,019,600)         (1,281,142)
Forward foreign exchange contracts     2,975,734            (883,161)
Foreign currency transactions        (10,231,278)             67,245
                                    ------------        ------------
Total currency transactions           (8,929,536)         (2,296,365)
                                    ------------        ------------
Total                               $ 36,397,551        $ 26,936,006
                                    ============        ============

<PAGE>
Transactions in call options purchased for the period July 30, 1993
to May 31, 1994 were as follows:
                                       Par Value
                                      Covered by
                                       Written             Premiums
                                       Options             Received

Outstanding call options written
at beginning of period                        --                  --
Options written                     $(45,677,012)       $ (1,795,687)
Options closed                         1,007,973             827,756
Options expired                       21,000,000             141,150
                                    ------------        ------------
Outstanding call options written
at end of period                    $(23,669,039)           (826,781)
                                    ============        ============


Transactions in put options written for the period July 30, 1993
to May 31, 1994 were as follows:

                                       Par Value
                                      Covered by
                                       Written             Premiums
                                       Options             Received
Outstanding put options written
at beginning of period                        --                  --
Options written                    $(101,194,819)       $ (1,033,445)
Options expired                       33,000,000             389,250 
Options exercised                     68,000,000             438,400 
                                   -------------        ------------
Outstanding put options written
at end of period                   $    (194,819)       $   (205,795)
                                   =============        ============

As of May 31, 1994, net unrealized appreciation for Federal income
tax purposes aggregated $26,304,596, of which $60,379,500 related
to appreciated securities and $34,074,904 related to depreciated
securities. At May 31, 1994, the aggregate cost of investments, for
Federal income tax purposes was $975,550,361.

4. Beneficial Interest Transactions:

Net increase in net assets derived from beneficial interest trans-
actions was $989,031,689 for the period from July 30, 1993 to
May 31, 1994.
<PAGE>

Transactions in shares of beneficial interest for Class A and Class B
shares were as follows:


Class A Shares for the Period                              Dollar
July 30, 1993++ to May 31, 1994        Shares              Amount

Shares sold                           22,000,407        $236,735,011
Shares redeemed                       (3,936,958)        (43,370,904)
                                    ------------        ------------
Net increase                          18,063,449        $193,364,107
                                    ============        ============

[FN]
++Prior to July 30, 1993 (commencement of operations), the Fund issued 
  5,000 shares to MLAM for $50,000.

Class B Shares for the Period                              Dollar
July 30, 1993++ to May 31, 1994        Shares              Amount

Shares sold                           78,960,422        $853,108,016
Shares redeemed                       (5,166,366)        (57,440,434)
                                    ------------        ------------
Net increase                          73,794,056        $795,667,582
                                    ============        ============
[FN]
++Prior to July 30, 1993 (commencement of operations), the Fund issued  
  5,000 shares to MLAM for $50,000.

5. Commitments:
At May 31, 1994, the Fund had entered into forward foreign exchange
contracts under which it agreed to purchase and sell various foreign
currency with an approximate value of $1,909,000 and $14,866,000,
respectively.

<AUDIT-REPORT>
INDEPENDENT AUDITORS' REPORT

The Board of Trustees and Shareholders,
Merrill Lynch International Equity Fund:

We have audited the accompanying statement of assets and
liabilities including the schedule of investments of Merrill Lynch
International Equity Fund, as of May 31, 1994, and the related
statements of operations and changes in net assets, and the
financial highlights for the period from July 30, 1993 (commence-
ment of operations) to May 31, 1994. These financial statements
and the financial highlights are the responsibility of the Fund's
management. Our responsibility is to express an opinion on these
financial statements and the financial highlights based on our audit.
<PAGE>
We conducted our audit in accordance with generally accepted
auditing standards. Those standards require that we plan and per-
form the audit to obtain reasonable assurance about whether the
financial statements and the financial highlights are free of material
misstatement. An audit includes examining, on a test basis, evi-
dence supporting the amounts and disclosures in the financial
statements. Our procedures included confirmation of securities
owned at May 31, 1994, by correspondence with the custodian and
brokers. An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe
that our audit provides a reasonable basis for our opinion.

In our opinion, such financial statements and financial highlights
present fairly, in all material respects, the financial position of
Merrill Lynch International Equity Fund as of May 31, 1994, the
results of its operations, the changes in its net assets, and the
financial highlights for the period from July 30, 1993 to May 31, 1994
in conformity with generally accepted accounting principles.



Deloitte & Touche
Princeton, New Jersey
July 13, 1994
</AUDIT-REPORT>
<PAGE>

PORTFOLIO CHANGES

For the Quarter Ended May 31, 1994

Additions

 Assiscurazioni Generali(Ordinary)
 Blue Circle Industries PLC(Ordinary)
*Cartiere Burgo S.p.A.(Rights)
 Compagnie Financiere de Paribas
   (Ordinary)(New Shares)
*Compagnie Financiere de Paribas(Rights)
*Compagnie Industriali Riunite S.p.A.
   (CIR)(Rights)
 Companhia Energetica de Minas Gerais S.A.
   (CEMIG)S.A.
 Grupo Carso, S.A. de C.V.(ADR)
 The Hong Kong & China Gas Co.(Warrants)
 Jefferson Smurfit Group PLC(Ordinary)
*Kingfisher PLC
 Koninklijke KNP(Preferred)
*Koninklijke KNP(Rights)
 Korea Electric Power Corp.
 Lotte Confectionary Co.(Ordinary)
*Mannesmann AG(Rights)
 Munich Reinsurance Co.(Ordinary)
 Nippon Express Co., Ltd.
 Nippon Telephone & Telegraph Corp.
   (Ordinary)
 Panamerican Beverages, Inc.(Class A)
 Pick Szeged Reszvenytarsasag(ADR)
 Reuters Holdings PLC
 Rhone-Poulenc S.A.
 Sangetsu Co.(Ordinary)
 Scottish Power PLC(Ordinary)
 Shimachu Co.(Ordinary)
 Shin-Etsu Chemical Co., Ltd.(Ordinary)
 Telecomunicacoes de Sao Paulo
   S.A.(Preferred)
 Transportadora de Gas Del Sur(TGS)
 Turk Otomobil Fabrikasi A.S.
<PAGE>

 Deletions

 Argyll Group PLC(Ordinary)
 The Australian Gas Light Co.(Ordinary)
 Bank of Ireland(Ordinary)
 British Gas PLC(Ordinary)
 Carlton Communications PLC(Ordinary)
 Cartiere Burgo S.p.A.(Ordinary)
 Cartiere Burgo S.p.A.(Ordinary)(Rights)
*Cartiere Burgo S.p.A.(Rights)
 Citic Pacific Ltd.(Ordinary)
*Compagnie Financiere de Paribas(Rights)
*Compagnie Industriali Riunite S.p.A(CIR)
   (Rights)
 Danish Government Bond, 7.00%
   due 12/15/2004
 Dutch State Mining N.V.(Ordinary)
 Energie--Versongung Niederoesterreich AG
 Fiat S.p.A.(Ordinary)
 Fiat S.p.A.(Preferred)
 Grupo Empresarial Fenix, S.A. de C.V.
   Elektra 'L' Shares
*Kingfisher PLC
*Koninklijke KNP(Rights)
*Mannesmann AG(Rights)
 Montedison S.p.A.
 Pearson PLC(Ordinary)
 Ports of Auckland Ltd.
 Roche Holding Genusschein AG
 Schering AG
 Sun Hung Kai & Co., Ltd.(Ordinary)
 Telekom Malaysia BHD
 Total S.A.(Class B)
 Union Miniere N.V.
 Vereinigte Elektrizitaets &
   Bergwerks AG(Veba)(Ordinary)
 Winterthur(Registered)

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


PORTFOLIO INFORMATION

Worldwide
Investments
As of May 31, 1994

Ten Largest Industries         Percent of
(Equity Investments)           Net Assets

Property & Casualty Insurance      7.9%
Electrical Equipment               6.4
Telecommunications                 4.6
Diversified                        4.4
Banking                            4.4
Automobiles                        3.8
Pharmaceuticals                    3.5
Chemicals                          3.0
Beverages                          2.1
Utilities--Electric                1.5

                               Percent of
Ten Largest Countries          Net Assets

Japan                             36.5%
United Kingdom                     9.7
Mexico                             5.3
Germany                            4.1
Australia                          3.6
Netherlands                        3.5
Canada                             2.5
Hong Kong                          2.2
Switzerland                        2.2
Ireland                            1.8


                               Percent of
Asset Mix*                     Net Assets

Japan                             36.5%
Europe (Ex. United Kingdom
and Ireland)                      18.0
United Kingdom and Ireland        11.5
Other Emerging Markets            14.8
Pacific Basin (Ex. Japan)          8.7
Cash                               5.8


[FN]
*Percent of net assets may not equal 100%.
<PAGE>

Stock Index
Futures Contracts
                                                 Percent of
Country             Issue          Exchange      Net Assets

Japan             Nikkei 225         CME             1.8%
Japan             Nikkei 225        SIMEX            6.2
United Kingdom     FTSE 100         LIFFE            3.2
Netherlands         EOE20            EOE            (0.6)
                                                    -----
                                                    10.6%
                                                    =====


OFFICERS AND TRUSTEES

Arthur Zeikel, President and Trustee
Donald Cecil, Trustee
Edward H. Meyer, Trustee
Charles C. Reilly, Trustee
Richard R. West, Trustee
Terry K. Glenn, Executive Vice President
Norman R. Harvey, Senior Vice President
Donald C. Burke, Vice President
Gerald M. Richard, Treasurer
Michael J. Hennewinkel, Secretary

Custodian
Brown Brothers Harriman & Co.
40 Water Street
Boston, Massachusetts 02109

Transfer Agent
Financial Data Services, Inc.
4800 Deer Lake Drive East
Jacksonville, Florida 32246-6484
<PAGE>

Merrill Lynch
International
Equity Fund
Management
Team

Andrew John Bascand--Senior Portfolio Manager/Asset
Allocator. As the Fund's Asset Allocator, Mr. Bascand is
primarily responsible for determining the allocation of the
Fund's assets among equity markets in Europe, the
emerging markets and the Pacific Basin.

Adrian Holmes--Co-Portfolio Manager--European
Investments. Mr. Holmes is primarily responsible for the
Fund's European investments.

Grace Pineda--Co-Portfolio Manager--Emerging Markets
Investments. Ms. Pineda is primarily responsible for
investments in emerging markets in Europe, Latin America
and the smaller markets in the Pacific Basin.

Stephen I. Silverman--Co-Portfolio Manager--Pacific
Basin Investments. Mr. Silverman is primarily responsible for
the Fund's investments in the larger Pacific Basin markets.
<PAGE>

APPENDIX:  GRAPHIC AND IMAGE MATERIALS.

ITEM 1:

International Stock Market Performance--Total Return in 
US Dollars* of the Fund's Top Ten Country Positions for the
Three-Month Period Ended May 31, 1994.

Bar graph ilustrating the following percentages:

United Kingdom          -8.4%

Mexico                  -7.5%

Hong Kong               -6.0%

France                  -5.4%

Switzerland             -2.5%

Netherlands             -0.8%

Sweden                   0.4%

Australia                0.8%

Japan                    2.8%

Germany                  4.3%

Source: Financial Times--Actuaries Index.

[FN]
*For the three-month period ended May 31, 1994, total investment
return in US dollars for the Financial Times--Actuaries World 
(Ex-US) Index was -0.22%.
<PAGE>

ITEM 2:

Total Return Based on a $10,000 Investment.

A line graph depicting the growth of an investment in the Fund's
Class A Shares and Class B Shares compared to growth of an
investment in the Financial Times--Actuaries World (Ex-US) Index.
Beginning and ending values are:

                                       7/30/93**      5/94

ML International Equity Fund++--
Class A Shares*                        $ 9,350        $10,762

ML International Equity Fund++--
Class B Shares*                        $10,000        $11,040

Financial Times--Actuaries
World (Ex-US) Index++++                $10,000        $11,07

[FN]
   *Assuming maximum sales charge, transaction costs and other
    operating expenses, including advisory fees.
  **Commencement of Operations.
  ++Merrill Lynch International Equity Fund invests in a
    diversified portfolio of equity securities of issuers 
    located in countries other than the United States.
++++The unmanaged capitalization-weighted Index is comprised of
    over 1,800 companies in 24 countries, excluding the United 
    States.



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