MERRILL LYNCH INTERNATIONAL EQUITY FUND
N-30D, 1996-07-25
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MERRILL LYNCH
INTERNATIONAL
EQUITY FUND





FUND LOGO






Annual Report

May 31, 1996





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


<PAGE>










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




MERRILL LYNCH INTERNATIONAL EQUITY FUND


International
Stock Market
Performance

Bar Graph Depicting Total Return in US Dollars* of the Fund's
Top Ten Country Positions For the Three-Month Period Ended 
May 31, 1996


South Africa                              - 6.6%

Germany                                   - 1.8%

Hong Kong                                 + 2.3%

United Kingdom                            + 3.4%

Australia                                 + 4.2%

France                                    + 4.2%

Japan                                     + 4.3%

Sweden                                    + 5.6%
<PAGE>
Italy                                     + 9.3%

Brazil                                    +10.6%


Source: Financial Times/S&P--Actuaries Index.

[FN]
*For the three-month period ended May 31, 1996, total investment
 return in US dollars for the Financial Times/S&P--Actuaries World
 (Ex-US) Index was +3.60%.



DEAR SHAREHOLDER

International equity markets continued to rise during the three
months ended May 31, 1996. Equity markets generally outperformed
bond markets as stronger economic growth in the United States and
Japan boosted expectations of future interest rates. Among the major
regions, European equities underperformed over the May quarter,
while Japanese and Asian emerging markets generally rose relative to
international equity markets. Equity market returns, when expressed
in US dollars, were generally lower than local returns as the US
dollar appreciated against most major currencies.

The US dollar total return of the unmanaged Financial Times/Standard
& Poor's--Actuaries World (Ex-US) Index during the quarter ended 
May 31, 1996 was +3.60%. Total returns for Merrill Lynch 
International Equity Fund's Class A, Class B, Class C and Class D
Shares were +4.37%, +4.16%, +4.11% and +4.37%, respectively. 
(Investment results shown do not reflect sales charges, and would be
lower if sales charges were included. Complete performance
information, including average annual total returns, can be found on 
pages 4--7 of this report to shareholders.) The Fund's outperformance
during the quarter ended May 31, 1996 reflected the Fund's over-
weighting in US dollars, and overweightings in Asian and peripheral 
European equity markets. Stock selection in Japan also positively
impacted performance.

Portfolio Matters
The continued rise in international equity markets, against the
background of higher bond yields, made many regions less attractive.
Therefore, our investment strategy became somewhat more defensive.
Overall, the Fund's total effective equity exposure (after adjusting
for the net expected impact of warrants and options) was slightly
below 90% at May 31, 1996. In the February quarter, the Fund's
equity exposure was about 94%. The most significant reduction in
holdings occurred in Europe, where we reduced the Fund's effective
exposure from 23.5% of net assets to 20.1%. Significant sales and
reductions in holdings included stocks in the Netherlands such as
Philips Industries Inc., ABN AMRO Bank, Amev N.V., and
Internationale Nederlanden Groep N.V. Elsewhere in Europe, we
reduced our position in Mannesmann AG, and sold holdings in Hoechst
AG, Kymmene OY and Repola OY S.
<PAGE>
We eliminated our exposure in Singapore by selling holdings in City
Developments Ltd. and Development Bank of Singapore Ltd. Other Fund
activity included the sale of Topix futures positions and related
purchases of Bridgestone Corporation, Rohm Co., Ltd. and Maruichi
Steel Tube, Ltd. Overall, the Fund retained 36.8% of net assets in
Japanese equities, 14.0% in emerging markets and 16.0% in developed
Pacific Rim markets, excluding Japan. The Fund's effective US dollar
exposure remains about 28%; however, we anticipate reducing this
exposure if the US dollar continues to appreciate.

Economic and Investment
Environment
US final demand, output and employment indicators continued to firm,
contributing to a sharp reversal in US interest rate expectations in
1996. The ten-year US Treasury yield rose to 7% at May 31, 1996 from
6.5% three months earlier. We expect continued strong economic
growth in the United States as previous excessive inventory levels
are reduced. However, it is possible that both the US housing and
automobile sectors already have reached peak expansion growth rates.
Additionally, it seems likely that the US Treasury market has
largely discounted the strengthening in economic growth and
potential inflationary risks. At the same time, US profit margins
remain at peak levels, and there appears to be little scope for a
further expansion in US earnings per share, especially in light of
the US dollar's recent strengthening. Against this background, US
equities may be exposed to a tightening in monetary policy, and as a
result, a number of other equity markets may experience volatility.

Outside the United States, economic indicators continued to show a
mixed picture in Europe, while Japanese data continued to confirm a
recovery in economic activity. In the first quarter of 1996,
European economies generally exhibited weak economic activity
responding to fiscal consolidation plans, the 1995 slowdown in world
trade growth and uncompetitive pricing. However, monetary easing
continued, and more recently imparted a potentially strong stimulus
to growth. Specifically, cuts in interest rates in both the core and
peripheral European economies, combined with weaker currencies
against both the US dollar and to a lesser extent the yen, should
improve both external and internal demand conditions. As a result,
we expect a firming of economic conditions across Europe in the
second half of 1996 and through 1997.

In Japan, the combination of easy fiscal policy, low interest rates
and the significant currency depreciation continues to result in
improved corporate profits. The banking system, while generally
still confronted by a large unrecoverable loan problem, is now
generating significant operating profits, partly as a result of the
Bank of Japan's current money market operations. Japanese growth
expectations overall rose steadily, and the firming in growth was
associated with an anticipation of higher interest rates and a rise
in bond yields. If the yen remains below 105 against the US dollar,
we believe that Japanese profits will continue to expand rapidly
even with modest gross domestic product growth.
<PAGE>
Fiscal Year in Review
For the year ended May 31, 1996, total returns for the Fund's Class
A, Class B, Class C and Class D Shares were +16.49%, +15.41%,
+15.35% and +16.26%, respectively. During the Fund's fiscal year,
total return of the unmanaged benchmark, the Financial Times/S&P--
Actuaries World (Ex-US) Index, was +11.44%. The Fund's
outperformance over the fiscal year was positively influenced by the
decision to hedge approximately one-third of the foreign exchange
positions (especially against the yen and Deutschemark) to the US
dollar. The year ended May 31, 1996 was marked by a significant
further easing of monetary policy in Japan, which prompted a 34%
rebound in Japanese equity prices and a 28% depreciation of the yen
against the US dollar.

Another significant development that impacted international markets
was the continued easing of interest rates in Europe, which
initially pushed many markets to new highs. However, disappointing
economic growth caused a setback in market performance through
October 1995. Many emerging markets also significantly
underperformed both their local bond markets and the US equity
market in late 1995. New money flows to European and emerging
markets in early 1996 reignited a rally in equity prices.

Asset allocation shifts added about 1% to the Fund's performance in
the fiscal year. Stock selection was also relatively positive, with
significant outperformance in Japan and Australia offsetting
disappointing European stock selection. The most significant
positive factor for performance was the Fund's overweighted position
in the US dollar.

In Conclusion
Our investment strategy for the Fund is now more defensive. Although
we have retained a strategic diversified weighting in emerging
markets and the Pacific Rim, we are increasingly concerned with the
valuations of many larger developed equity markets. Much of our
concern reflects the potential correlation of these larger markets
with the US equity market, which our analysis suggests is probably
significantly overvalued.

The Fund has approximately 10% of net assets in cash, which may
increase should equity markets continue to rise in the face of
weaker bond markets and, in many cases, what we believe to be peak
profit margins. If the yen stabilizes between YEN 105--YEN 110
against the US dollar, the Japanese equity market potentially
remains the most attractive of the larger markets. However, a
potential risk for the Japanese market is the strength of the
economic recovery. As growth expectations rise, an increase in
interest rates may result in a firming of the yen and a
deterioration in the outlook for profits growth and equity
valuations.
<PAGE>
Although we outlined potential risks for international equity
markets, the medium-term outlook for continued economic growth and
profit expansion appears to offer reasonable prospects for positive
returns from international equity markets. The diversified Merrill
Lynch International Equity Fund is well-positioned to benefit from
this outlook.

We thank you for your continued interest in Merrill Lynch
International Equity Fund, and we look forward to reviewing our
investment outlook and strategy with you in our upcoming quarterly
report.

Sincerely,







(Arthur Zeikel)
Arthur Zeikel
President






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





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






<PAGE>
(Grace Pineda)
Grace Pineda
Co-Portfolio Manager
Emerging Markets Investments





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


June 28, 1996



PERFORMANCE DATA

About Fund
Performance


Investors are able to purchase shares of the Fund through the
Merrill Lynch Select Pricing SM System, which offers four pricing
alternatives:

* Class A Shares incur a maximum initial sales charge (front-end
  load) of 5.25% and bear no ongoing distribution or account
  maintenance fees. Class A Shares are available only to eligible
  investors, as detailed in the Fund's prospectus. If you were a Class
  A shareholder on October 21, 1994, your Class A Shares were
  redesignated to Class D Shares on October 21, 1994, which, in the
  case of certain eligible investors, were simultaneously exchanged
  for Class A Shares.

* Class B Shares are subject to a maximum contingent deferred sales
  charge of 4% if redeemed during the first year, decreasing 1% each
  year thereafter to 0% after the fourth year. In addition, Class B
  Shares are subject to a distribution fee of 0.75% and an account
  maintenance fee of 0.25%. These shares automatically convert to
  Class D Shares after approximately 8 years.

* Class C Shares are subject to a distribution fee of 0.75% and an
  account maintenance fee of 0.25%. In addition, Class C Shares are
  subject to a 1% contingent deferred sales charge if redeemed within
  one year of purchase.
<PAGE>
* Class D Shares incur a maximum initial sales charge of 5.25% and
  an account maintenance fee of 0.25% (but no distribution fee).

None of the past results shown should be considered a representation
of future performance. Investment return and principal value of
shares will fluctuate so that shares, when redeemed, may be worth
more or less than their original cost. Dividends paid to each class
of shares will vary because of the different levels of account
maintenance, distribution and transfer agency fees applicable to
each class, which are deducted from the income available to be paid
to shareholders.




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 C Shares compared to growth of an
investment in Financial Times/S&P--Actuaries World (Ex-US) Index.
Beginning and ending values are:

                                     10/21/94**        5/96

ML International Equity Fund++--       
Class A Shares*+++                    $ 9,475        $10,289
ML International Equity Fund++--
Class C Shares*                       $10,000        $10,686
Financial Times/S&P--
Actuaries World (Ex-US) Index++++     $10,000        $11,593


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

                                     7/30/93**         5/96

ML International Equity Fund++--
Class B Shares*                       $10,000        $12,222
ML International Equity Fund++--
Class D Shares*+++                    $ 9,475        $12,031
Financial Times/S&P--
Actuaries World (Ex-US) Index++++     $10,000        $12,835

[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.
++++This unmanaged capitalization-weighted Index is comprised of over
    1,800 companies in 24 countries, excluding the United States.
 +++As a result of the implementation of the Merrill Lynch Select
    Pricing SM System, Class A Shares of the Fund outstanding prior to
    October 21, 1994 were redesignated to Class D Shares.
<PAGE>

Average Annual
Total Return

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

Class A Shares*

Year Ended 3/31/96                        +17.42%        +11.26%
Inception (10/21/94) through 3/31/96      + 4.15         + 0.33

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


                                        % Return        % Return
                                       Without CDSC     With CDSC**

Class B Shares*

Year Ended 3/31/96                        +16.28%        +12.28%
Inception (7/30/93) through 3/31/96       + 7.55         + 6.89

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


                                        % Return        % Return
                                      Without CDSC     With CDSC**

Class C Shares*

Year Ended 3/31/96                       +16.33%         +15.33%
Inception (10/21/94) through 3/31/96     + 3.14          + 3.14

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


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

Class D Shares*

Year Ended 3/31/96                        +17.19%        +11.03%
Inception (7/30/93) through 3/31/96       + 8.38         + 6.22

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


PERFORMANCE DATA (concluded)

<TABLE>
Performance
Summary--
Class A Shares***
<CAPTION>

                                Net Asset Value        Capital Gains
Period Covered              Beginning      Ending       Distributed      Dividends Paid*        % Change**
<S>                             <C>       <C>              <C>                <C>                 <C>
10/21/94--12/31/94              $11.73    $10.53           $0.091             $0.599              -4.23%
1995                             10.53     11.13             --                 --                +5.70
1/1/96--5/31/96                  11.13     11.94             --                 --                +7.28
                                                           ------             ------
                                                     Total $0.091       Total $0.599

                                                           Cumulative total return as of 5/31/96: +8.59%**

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

<TABLE>
Performance
Summary--
Class B Shares
<CAPTION>
                                Net Asset Value        Capital Gains
Period Covered              Beginning      Ending       Distributed      Dividends Paid*        % Change**
<S>                             <C>       <C>              <C>                <C>                <C>
7/30/93--12/31/93               $10.00    $11.18             --                 --               +11.80%
1994                             11.18     10.52           $0.091             $0.490             - 0.61
1995                             10.52     11.00             --                 --               + 4.56
1/1/96--5/31/96                  11.00     11.76             --                 --               + 6.91
                                                           ------             ------
                                                     Total $0.091       Total $0.490

                                                          Cumulative total return as of 5/31/96: +24.22%**

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

<TABLE>
Performance
Summary--
Class C Shares
<CAPTION>
                               Net Asset Value         Capital Gains
Period Covered              Beginning      Ending       Distributed      Dividends Paid*       % Change**
<S>                           <C>         <C>              <C>                <C>                 <C> 
10/21/94--12/31/94            $11.62      $10.43           $0.091             $0.582              -4.33%
1995                           10.43       10.90             --                 --                +4.51
1/1/96--5/31/96                10.90       11.65             --                 --                +6.88
                                                           ------             ------
                                                     Total $0.091       Total $0.582

                                                          Cumulative total return as of 5/31/96: +6.86%**

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


<TABLE>
Performance
Summary--
Class D Shares
<CAPTION>
                               Net Asset Value         Capital Gains
Period Covered              Beginning      Ending       Distributed     Dividends Paid*        % Change**
<S>                           <C>         <C>              <C>                <C>                <C>  
7/30/93--12/31/93             $10.00      $11.21             --                 --               +12.10%
1994                           11.21       10.56           $0.091             $0.566             + 0.18
1995                           10.56       11.13             --                 --               + 5.40
1/1/96--5/31/96                11.13       11.94             --                 --               + 7.28
                                                           ------             ------
                                                     Total $0.091       Total $0.566

                                                         Cumulative total return as of 5/31/96: +26.97%**

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

<TABLE>
Recent
Performance
Results
<CAPTION>
                                                                                                       12 Month     3 Month
                                                                   5/31/96    2/29/96      5/31/95     % Change    % Change
<S>                                                                 <C>        <C>         <C>          <C>          <C>
ML International Equity Fund Class A Shares*                        $11.94     $11.44      $10.25       +16.49%      +4.37%
ML International Equity Fund Class B Shares*                         11.76      11.29       10.19       +15.41       +4.16
ML International Equity Fund Class C Shares*                         11.65      11.19       10.10       +15.35       +4.11
ML International Equity Fund Class D Shares*                         11.94      11.44       10.27       +16.26       +4.37
ML International Equity Fund Class A Shares--Total Return*                                              +16.49       +4.37
ML International Equity Fund Class B Shares--Total Return*                                              +15.41       +4.16
ML International Equity Fund Class C Shares--Total Return*                                              +15.35       +4.11
ML International Equity Fund Class D Shares--Total Return*                                              +16.26       +4.37
Financial Times/S&P--Actuaries World (Ex-US) Index**--Total Return                                      +11.44       +3.60

<FN>
 *Investment results shown do not reflect sales charges; results
  shown would be lower if a sales charge was included.
**An unmanaged capitalization-weighted index comprised of over 1,800
  companies in 24 countries, excluding the United States.
</TABLE>


<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        Banking                 523,160  Nedcor Ltd. (GDR) (d) (i)              $    5,570,789    $   6,931,870    0.6%
Africa
             Beverages                83,700  South African Breweries, Ltd.               2,411,145        2,551,360    0.2

             Entertainment         2,100,000  Sun International (South
                                              Africa), Ltd.                               2,598,413        2,459,242    0.2

             Mining                   54,000  Anglo American Corp. of
                                              South Africa, Ltd.                          3,636,072        3,496,671    0.3
                                      65,200  Anglo American Corp. of South
                                              Africa, Ltd. (ADR) (a)                      4,274,593        4,180,950    0.3
                                     159,000  Driefontein Consolidated Ltd.
                                              (ADR) (a)                                   2,395,717        2,325,375    0.2
                                     263,000  Kinross Mines Ltd.                          2,711,745        2,898,737    0.2
                                                                                     --------------   --------------  ------
                                                                                         13,018,127       12,901,733    1.0

                                              Total Investments in South Africa          23,598,474       24,844,205    2.0

<PAGE>
Zimbabwe     Beverages             1,591,000  Delta Corporation Ltd.                      2,530,373        4,171,920    0.3

                                              Total Investments in Zimbabwe               2,530,373        4,171,920    0.3


                                              Total Investments in Africa                26,128,847       29,016,125    2.3


EUROPE


Finland      Diversified             226,000  Outokumpu OY                                3,296,280        3,980,646    0.3

             Paper & Forest          628,100  Enso OY (Class A) (e)                       4,574,740        4,691,790    0.4
             Products                615,000  Metsa Serla OY (Class B)                    4,764,160        4,176,305    0.3
                                     515,160  UPM-Kymmene Corporation (f) (g)             9,389,414        9,904,610    0.8
                                                                                     --------------   --------------  ------
                                                                                         18,728,314       18,772,705    1.5

                                              Total Investments in Finland               22,024,594       22,753,351    1.8


France       Automobiles              52,350  Peugeot S.A.                                7,547,721        7,290,522    0.6

             Banking                  69,200  Compagnie Financiere de Paribas             3,508,929        4,202,863    0.3
                                      94,500  Compagnie Financiere de Suez
                                              (Ordinary)                                  3,718,127        3,646,567    0.3
                                      28,450  Societe Generale de Surveillance
                                              S.A. (Class A)(Ordinary)                    3,018,733        3,026,596    0.2
                                                                                     --------------   --------------  ------
                                                                                         10,245,789       10,876,026    0.8

             Building &               20,494  Compagnie de Saint-Gobain S.A.              2,414,145        2,616,255    0.2
             Construction

             Communication            40,200  Alcatel Alsthom Cie Generale
             Equipment                        d'Electricite S.A.                          3,848,764        3,662,321    0.3

             Engineering &            30,000  Bouygues                                    2,970,253        3,261,122    0.3
             Construction

             Financial Services       15,767  EuraFrance S.A.                             4,887,174        5,995,730    0.5

             Foods                    21,200  Groupe Danone S.A. (ADR) (a)                3,367,962        3,100,039    0.2

             Insurance               117,068  Assurances Generales de France
                                              S.A. (AGF)                                  2,985,825        3,127,097    0.2

             Steel                   219,640  Usinor Sacilor S.A. (g)                     3,279,715        3,526,135    0.3

                                              Total Investments in France                41,547,348       43,455,247    3.4

<PAGE>
Germany      Banking                  17,800  Deutsche Bank AG (Ordinary)                   867,216          835,760    0.1
                                      44,498  Deutsche Bank AG (Warrants) (b)               741,059          680,884    0.0
                                                                                     --------------   --------------  ------
                                                                                          1,608,275        1,516,644    0.1

             Chemicals                15,800  Bayer AG (Ordinary)                         3,005,961        5,280,472    0.4
                                      21,132  Henkel KGaA (Preferred)                     8,719,082        8,883,472    0.7
                                                                                     --------------   --------------  ------
                                                                                         11,725,043       14,163,944    1.1

             Engineering &             8,315  Philipp Holzmann AG                         3,181,247        2,620,914    0.2
             Construction

             Machinery &              77,450  Kloeckner Werke AG (g)                      3,951,498        2,766,071    0.2
             Equipment                 6,900  Mannesmann AG                               1,713,447        2,393,296    0.2
                                                                                     --------------   --------------  ------
                                                                                          5,664,945        5,159,367    0.4

             Retail                    9,695  Karstadt AG                                 3,783,415        3,818,280    0.3

                                              Total Investments in Germany               25,962,925       27,279,149    2.1


Greece       Banking                  33,480  Ergo Bank S.A. (Registered)                 1,594,105        1,833,323    0.1

             Food & Household        137,292  Hellenic Bottling Co. S.A.                  2,763,631        4,749,220    0.4
             Products

             Telecommuni-            319,600  Hellenic Tellecommunication
             cations                          Organization S.A. (g)                       5,467,405        5,325,783    0.4

                                              Total Investments in Greece                 9,825,141       11,908,326    0.9


Hungary      Telecommuni-             26,000  Magyar TarKozlesi Reszvenytarsasag
             cations                          (Ordinary) (g)                              4,349,463        3,927,492    0.3

                                              Total Investments in Hungary                4,349,463        3,927,492    0.3


Ireland      Insurance             1,217,000  Irish Life PLC                              4,006,737        4,920,832    0.4

             Packaging &           1,161,675  Jefferson Smurfit Group PLC
             Containers                       (Ordinary)                                  3,553,498        3,023,440    0.2

                                              Total Investments in Ireland                7,560,235        7,944,272    0.6

<PAGE>
Italy        Automobiles           1,180,000  Fiat S.p.A. (Ordinary)                      3,540,591        4,162,460    0.3

             Building &              671,350  Fochi Filippo S.p.A. (g)                    2,130,531          175,985    0.0
             Construction

             Chemicals             8,950,000  Montedison S.p.A. (g)                       6,982,245        5,445,307    0.4

             Diversified           8,003,400  Compagnie Industrial Riunite
                                              S.p.A. (CIR) (g)                            7,348,440        5,268,258    0.4

             Insurance               275,000  Assicurazioni Generali S.p.A.               6,963,833        6,532,363    0.5
                                   2,227,400  Istituto Nazionale delle
                                              Assicurazioni S.p.A. (INA) (g)              3,156,353        3,337,496    0.3
                                                                                     --------------   --------------  ------
                                                                                         10,120,186        9,869,859    0.8

             Oil & Related           774,900  Ente Nazionale Idrocarburi
                                              S.p.A. (ENI) (g)                            3,031,553        3,676,386    0.3

             Telecommuni-          2,764,400  STET, Di Risp (Non-Convertible)             6,501,552        7,917,456    0.6
             cations

                                              Total Investments in Italy                 39,655,098       36,515,711    2.8


Netherlands  Chemicals               122,815  European Vinyls Corporation
                                              International N.V.                          4,990,011        4,241,445    0.3

             Finance                  63,100  AEGON N.V. (Ordinary)                       1,391,625        3,021,295    0.2

             Insurance                40,030  Amev N.V. (Ordinary)                        1,576,490        3,118,704    0.2
                                      43,250  Internationale Nederlanden
                                              Groep N.V.                                  1,881,465        3,559,442    0.3
                                                                                     --------------   --------------  ------
                                                                                          3,457,955        6,678,146    0.5

             Packaging &             128,600  Koninklijke KNP BT N.V.                     3,005,375        3,206,720    0.3
             Containers

             Telecommuni-             81,600  Royal PTT Nederland N.V.                    2,983,887        2,951,815    0.2
             cations

             Transportation           60,500  KLM Royal Dutch Airlines                    1,656,767        2,160,208    0.2

                                              Total Investments in the Netherlands       17,485,620       22,259,629    1.7
</TABLE>


<TABLE>
SCHEDULE OF INVESTMENTS (continued)                                                                            (in US dollars)
<CAPTION>
EUROPE                               Shares                                                                Value    Percent of
(concluded)  Industries               Held                 Investments                    Cost           (Note 1a)  Net Assets
<S>          <S>                   <C>        <S>                                    <C>               <C>            <C>
<PAGE>
Norway       Consumer Goods           60,600  Orkla A.S. (Class A)                   $    3,061,837   $    3,009,611    0.2%

             Oil & Gas Producers     187,545  Saga Petroleum A.S. (Class B)               2,077,990        2,457,901    0.2

             Oil & Related            84,350  Norsk Hydro A.S.                            3,532,985        4,001,644    0.3

                                              Total Investments in Norway                 8,672,812        9,469,156    0.7


Poland       Automobiles &            97,200  T.C. Debica S.A. (g)                        1,310,106        2,180,187    0.2
             Equipment

             Engineering &           660,503  Mostostal-Export S.A.                       1,679,914        2,000,028    0.2
             Construction

                                              Total Investments in Poland                 2,990,020        4,180,215    0.4


Portugal     Banking                  61,200  Banco Comercial Portugues
                                              S.A. (ADR) (a)                                872,389          757,350    0.1

             Diversified             224,900  Sonae Investimentos-SGPS S.A.               5,144,776        5,696,226    0.4

                                              Total Investments in Portugal               6,017,165        6,453,576    0.5


Spain        Banking                  24,500  Banco Popular Espanol (Ordinary)            2,677,926        4,277,022    0.4

             Engineering &            17,550  Fomento de Construcciones Y
             Construction                     Contratas S.A. (g)                          1,453,057        1,405,638    0.1

             Oil & Related            50,450  Repsol S.A. (Ordinary)                      1,398,787        1,726,128    0.1

                                              Total Investments in Spain                  5,529,770        7,408,788    0.6


Sweden       Automobiles &           127,200  Volvo AB (Class B)                          2,331,066        2,696,078    0.2
             Equipment

             Banking                 257,900  Sparbanken Sverige AB (Class A)             3,027,037        3,030,462    0.2

             Electrical              102,705  Electrolux AB                               4,981,607        5,239,817    0.4

             Engineering &           107,300  SKF AB                                      1,967,545        2,346,105    0.2
             Construction             38,050  SKF AB 'B' Free                               738,751          854,598    0.1
                                     269,900  Svedala Industry                            3,249,266        5,178,727    0.4
                                                                                     --------------   --------------  ------
                                                                                          5,955,562        8,379,430    0.7
<PAGE>
             Finance                 137,475  Stadshypotek AB                             2,033,430        2,821,846    0.2

             Forest Products         145,600  Mo och Domsjo AB (Class B)                  3,647,878        3,735,777    0.3
                                   2,297,200  Rottneros Bruks AB                          3,542,973        2,630,995    0.2
                                     299,400  Stora Kopparbergs AB                        3,864,464        3,985,706    0.3
                                                                                     --------------   --------------  ------
                                                                                         11,055,315       10,352,478    0.8

             Insurance                78,350  Skandia Forsakrings AB                      1,786,973        1,998,635    0.2

             Metals & Mining         272,200  Avesta Sheffield AB                         2,440,788        2,773,378    0.2
             

                                              Total Investments in Sweden                33,611,778       37,292,124    2.9


Switzer-     Chemicals                 5,485  Ciba-Geigy AG (Registered)                  3,825,119        6,044,210    0.5
land                                   7,005  Clariant AG                                 2,291,190        2,500,184    0.2
                                                                                     --------------   --------------  ------
                                                                                          6,116,309        8,544,394    0.7

             Diversified              41,550  Oerlikon-Buehrle Holding AG (g)             4,477,942        4,322,583    0.3

             Jewelry                  23,010  SMH AG (Societe Suisse pour la
                                              Microelectronique et l'Horlogerie)          3,231,478        3,572,295    0.3

             Leisure                   2,586  Fotolabo S.A.                               1,072,731        1,086,468    0.1

             Pharmaceu-                2,462  Sandoz AG                                   2,696,527        2,557,359    0.2
             ticals

                                              Total Investments in Switzerland           17,594,987       20,083,099    1.6


Turkey       Beverages             6,090,927  Erciyas Biracilik Ve Malt
                                              Sanayii A.S.                                4,022,752        3,178,819    0.2

             Metal                22,550,000  Eregli Demir Ve Celik Fabrikalari T.A.S.    2,537,377        2,439,855    0.2
             Fabricating

             Retail                4,640,825  Migros Turk A.S.                            2,111,166        3,485,344    0.3

                                              Total Investments in Turkey                 8,671,295        9,104,018    0.7

<PAGE>
United       Banking                 648,960  Lloyds Bank PLC                             3,037,529        3,136,751    0.2
Kingdom
             Beverages               546,300  Grand Metropolitan PLC (Ordinary)           3,378,498        3,689,990    0.3
                                     128,650  Matthew Clark PLC                           1,533,586        1,590,451    0.1
                                                                                     --------------   --------------  ------
                                                                                          4,912,084        5,280,441    0.4

             Diversified           1,005,800  Hanson PLC (Ordinary)                       3,017,809        2,898,225    0.2
                                     677,600  Tomkins PLC                                 2,319,318        2,687,329    0.2
                                                                                     --------------   --------------  ------
                                                                                          5,337,127        5,585,554    0.4

             Food Processing         249,920  Unilever PLC                                4,614,951        4,642,241    0.4

             Insurance               487,500  Prudential Corp. PLC                        2,379,631        3,247,510    0.3

             Pharmaceuticals         310,200  Glaxo Holdings PLC                          3,684,415        4,031,914    0.3

             Retail                  708,000  Tesco PLC (Ordinary)                        3,035,926        3,301,469    0.3

             Telecommuni-          1,110,200  British Telecommunications PLC
             cations                          (Ordinary)                                  6,097,890        6,105,723    0.5

             Utilities               953,900  British Gas PLC (Ordinary)                  3,591,832        2,822,563    0.2

                                              Total Investments in the                   36,691,385       38,154,166    3.0
                                              United Kingdom


                                              Total Investments in Europe               288,189,636      308,188,319   24.0


LATIN
AMERICA


Argentina    Banking                 102,500  Banco Frances del Rio de la Plata
                                              S.A. (ADR) (a)                              2,380,657        2,882,812    0.2

             Oil &                   790,000  Companhia Naviera Perez Companc
             Related                          S.A.C.F.I.M.F.A. (Class B)                  4,882,504        5,040,956    0.4
                                                                                 

             Telecommuni-             46,700  Telefonica de Argentina S.A. (Class B)
             cations                          (ADR) (a)                                   1,137,452        1,360,137    0.1

                                              Total Investments in Argentina              8,400,613        9,283,905    0.7

<PAGE>
Brazil       Banking             382,500,000  Banco Bradesco S.A. PN (Preferred)          4,430,630        4,445,892    0.3

             Beverages            10,344,000  Companhia Cervejaria Brahma S.A.
                                              PN (Preferred)                              5,032,202        6,167,014    0.5
                                     608,470  Companhia Cervejaria Brahma S.A. PN
                                              (Warrants) (b)                                 30,843           30,484    0.0
                                                                                     --------------   --------------  ------
                                                                                          5,063,045        6,197,498    0.5

             Steel             5,242,300,000  Usinas Siderurgicas de Minas Gerais--
                                              Usiminas S.A. (Preferred)                   5,649,992        5,725,556    0.4

             Telecommuni-            238,000  Telecomunicacoes Brasileiras S.A--
             cations                          Telebras (ADR) (a)                         10,705,155       15,321,250    1.2

             Utilities               103,250  Companhia Energetica de Minas Gerais
                                              S.A.(CEMIG) (ADR) (a)                       2,650,313        2,684,500    0.2

                                              Total Investments in Brazil                28,499,135       34,374,696    2.6
</TABLE>


<TABLE>
SCHEDULE OF INVESTMENTS (continued)                                                                            (in US dollars)
<CAPTION>
LATIN AMERICA                        Shares                                                                Value    Percent of
(concluded)  Industries               Held                 Investments                    Cost           (Note 1a)  Net Assets
<S>          <S>                     <C>      <S>                                     <C>              <C>            <C>
Chile        Banking                 100,000  Banco O'Higgins S.A. (ADR) (a)          $   2,450,920    $   2,275,000    0.2%

             Telecommuni-             52,825  Compania de Telecomunicaciones
             cations                          de Chile S.A. (ADR) (a)                     3,756,222        4,820,281    0.4

             Utilities                80,000  Enersis S.A. (ADR) (a)                      2,002,257        2,350,000    0.2

                                              Total Investments in Chile                  8,209,399        9,445,281    0.8


Mexico       Beverages               116,600  Panamerican Beverages, Inc. (Class A)       5,234,832        4,897,200    0.4

             Broadcast--Media         78,000  Grupo Televisa, S.A. de C.V.
                                              (ADR) (a)(g)                                2,010,348        2,398,500    0.2

             Building &              797,050  Apasco, S.A. de C.V.                        4,427,193        4,307,214    0.3
             Construction

             Forestry                216,000  Kimberly-Clark de Mexico, S.A. de
                                              C.V. (ADR) (a)                              7,896,272        7,857,000    0.6

             Multi-Industry          814,063  Grupo Carso, S.A. de C.V. 'A1' (g)          4,153,613        6,026,838    0.5

                                              Total Investments in Mexico                23,722,258       25,486,752    2.0


                                              Total Investments in Latin America         68,831,405       78,590,634    6.1

<PAGE>
MIDDLE
EAST


Israel       Banking               2,099,000  Bank Hapoalim Ltd.                          3,513,500        3,108,497    0.2

             Engineering &            58,140  Koor Industries Ltd.                        5,336,358        5,028,849    0.4
             Construction

                                              Total Investments in the Middle East        8,849,858        8,137,346    0.6


PACIFIC
BASIN


Australia    Food & Beverage       2,877,315  Coca-Cola Amatil, Ltd.                     15,727,203       31,333,874    2.4

             Media                   458,847  The News Corp., Ltd. (Ordinary)             2,356,360        2,573,459    0.2
                                     260,450  The News Corp., Ltd. (Preferred)            1,148,701        1,269,579    0.1
                                                                                     --------------   --------------  ------
                                                                                          3,505,061        3,843,038    0.3

             Merchandising            78,500  Amway Asia Pacific Ltd.                     2,536,717        2,286,312    0.2

             Property              1,556,541  Lend Lease Corp.                           20,004,400       24,339,445    1.9

             Resources               191,964  Broken Hill Proprietary Co.                 2,423,961        2,894,514    0.2

                                              Total Investments in Australia             44,197,342       64,697,183    5.0


Hong Kong    Banking               1,564,826  HSBC Holdings PLC                          19,354,506       23,664,130    1.8
                                     132,000  J.C.G. Holdings Ltd.                          124,849          108,339    0.0
                                                                                     --------------   --------------  ------
                                                                                         19,479,355       23,772,469    1.8

             Conglomerates         2,333,325  Hutchison Whampoa Ltd.                     12,386,774       14,988,917    1.2

             Diversified           2,136,000  Swire Pacific Ltd. (Class A)               14,470,683       18,980,716    1.5

             Foods                20,838,000  Tingyi (Cayman Islands) Holdings 
                                              Co. (g)                                     5,493,255        5,656,059    0.4

             Insurance               698,000  National Mutual Asia Ltd.                     733,581          631,527    0.1

             Property              1,897,000  Cheung Kong (Holdings) Ltd.                13,189,233       14,037,231    1.1

                                              Total Investments in Hong Kong             65,752,881       78,066,919    6.1

<PAGE>
Japan        Automobiles           1,879,000  Suzuki Motor Corp.                         21,118,332       23,850,922    1.9

             Beverages               139,000  Chukyo Coca-Cola Bottling Co., Ltd.         1,835,949        1,609,840    0.1
                                     183,000  Hokkaido Coca-Cola Bottling Co., Ltd.       2,818,281        2,594,181    0.2
                                     165,000  Kinki Coca-Cola Bottling Co., Ltd.          2,625,747        2,491,893    0.2
                                     197,000  Mikuni Coca-Cola Bottling Co., Ltd.         3,160,732        2,938,664    0.2
                                     153,000  Sanyo Coca-Cola Bottling Co., Ltd.          2,332,375        2,268,137    0.2
                                                                                     --------------   --------------  ------
                                                                                         12,773,084       11,902,715    0.9

             Capital Goods         4,072,000  Mitsubishi Heavy Industries, Ltd.          28,643,076       35,049,458    2.7

             Chemicals               972,300  Shin-Etsu Chemical Co., Ltd.               19,285,491       19,458,612    1.5

             Containers              906,000  Toyo Seikan Kaisha, Ltd.                   27,433,696       32,402,112    2.5

             Electric                380,000  Chudenko Corp.                             13,592,350       13,731,122    1.1
             Construction            935,000  Kinden Corp.                               16,982,687       14,987,029    1.2
                                     435,000  Sanki Engineering Co., Ltd.                 6,151,018        5,884,369    0.5
                                     448,800  Taihei Dengyo Kaisha, Ltd.                  9,664,950        6,861,114    0.5
                                                                                     --------------   --------------  ------
                                                                                         46,391,005       41,463,634    3.3

             Electrical              981,000  Murata Manufacturing Co., Ltd.             36,563,258       35,993,329    2.8
             Equipment             1,042,000  NEC Corporation                            14,026,740       11,488,743    0.9
                                     532,000  Rohm Co., Ltd.                             22,784,844       33,320,856    2.6
                                                                                     --------------   --------------  ------
                                                                                         73,374,842       80,802,928    6.3

             Iron & Steel            381,000  Maruichi Steel Tube, Ltd.                   6,880,001        6,918,929    0.5

             Office Equipment      1,792,000  Canon Inc.                                 31,370,583       35,199,111    2.7

             Pharmaceuticals         883,000  Sankyo Co., Ltd.                           19,663,821       20,943,945    1.6
                                     633,000  Taisho Pharmaceutical Co., Ltd.            12,492,487       14,134,439    1.1
                                                                                     --------------   --------------  ------
                                                                                         32,156,308       35,078,384    2.7

             Property &            2,080,000  Dai-Tokyo Fire & Marine Insurance
             Casualty                         Co., Ltd.                                  15,360,286       15,128,324    1.2
             Insurance               851,000  Fuji Fire & Marine Insurance
                                              Co., Ltd.                                   5,819,056        4,612,573    0.4
                                   1,268,000  Koa Fire & Marine Insurance
                                              Co., Ltd.                                   8,833,667        8,047,623    0.6
                                     742,000  Mitsui Marine & Fire Insurance
                                              Co., Ltd.                                   6,045,628        5,740,480    0.5
                                   1,780,800  Nichido Fire & Marine Insurance
                                              Co., Ltd.                                  12,951,468       14,503,133    1.1
                                     733,000  Nippon Fire & Marine Insurance
                                              Co., Ltd.                                   5,400,442        4,849,087    0.4
                                   2,124,000  Sumitomo Marine & Fire Insurance
                                              Co., Ltd.                                  17,960,159       19,246,475    1.5
                                   1,468,000  Tokio Marine & Fire Insurance
                                              Co., Ltd.                                  17,341,002       19,041,972    1.5
                                   1,257,000  Yasuda Fire & Marine Insurance
                                              Co., Ltd.                                   9,408,702        9,363,736    0.7
                                                                                     --------------   --------------  ------
                                                                                         99,120,410      100,533,403    7.9
</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        Retail                  564,000  Ito-Yokado Co., Ltd.                   $   29,397,786   $   32,032,984    2.5%
(concluded)                          138,000  Sangetsu Co., Ltd.                          4,742,639        3,401,093    0.3
                                                                                     --------------   --------------  ------
                                                                                         34,140,425       35,434,077    2.8

             Tire & Rubber           787,000  Bridgestone Corporation                    14,319,984       13,708,515    1.1

                                              Total Investments in Japan                447,007,237      471,802,800   36.8


Malaysia     Banking                 854,000  Malayan Banking BHD                         7,214,839        8,105,647    0.6
                                   1,826,000  Public Bank (Malaysia) BHD                  4,300,793        4,936,123    0.4
                                              'Foreign'                              --------------   --------------  ------
                                                                                         11,515,632       13,041,770    1.0

             Broadcasting &          956,000  New Straits Times Press (Malaysia) BHD      5,178,451        4,938,887    0.4

             Publishing                       
             Telecommunications      599,000  Telekom Malaysia BHD                        4,661,003        5,469,443    0.4

                                              Total Investments in Malaysia              21,355,086       23,450,100    1.8


New          Chemicals                60,000  Fernz Corporation Ltd.                        163,272          176,508    0.0
Zealand

             Diversified           1,781,100  Brierley Investments Ltd.                   1,368,515        1,585,204    0.1

             Electronics              25,000  PDL Holdings Ltd.                             140,651          123,141    0.0

             Finance               2,484,300  Wrightson Ltd.                              1,894,078        1,721,590    0.1

             Foreign          NZ$ 12,200,000  New Zealand Government Bonds,
             Government                       9% due 11/15/1996                           7,599,617        8,265,803    0.6
             Obligations

             Telecommuni-            698,000  Telecom Corporation of New Zealand          3,007,863        2,835,843    0.2
             cations

             Textiles                298,800  Lane Walker Rudkin Industries, Ltd.           356,852          324,808    0.0

                                              Total Investments in New Zealand           14,530,848       15,032,897    1.0

<PAGE>
South Korea  Telecommuni-            169,000  Korea Mobile Telecommunications
             cations                          Corp. (GDR) (d) (i)                         7,568,688        9,717,500    0.8

             Utilities               274,900  Korea Electric Power Corp.                 10,807,463       12,222,740    1.0

                                              Total Investments in South Korea           18,376,151       21,940,240    1.8


Thailand     Banking                 320,500  Finance One Public Co., Ltd. 'Foreign'      2,622,142        2,406,917    0.2
                                   1,675,300  Krung Thai Bank Public Co., Ltd.            7,939,717        8,542,043    0.7
                                   1,111,400  Phatra Thanakit Public Co., Ltd.
                                              'Foreign'                                  10,496,114        9,664,348    0.8

                                              Total Investments in Thailand              21,057,973       20,613,308    1.7


                                              Total Investments in the                  
                                              Pacific Basin                             632,277,518      695,603,447   54.2

SOUTHEAST
ASIA


India        Automobiles             144,000  Ashok Leyland Ltd. (GDR) (d)                1,763,344        2,052,000    0.2
                                     102,000  Ashok Leyland Ltd. (GDR) (d) (i)            1,304,580        1,453,500    0.1
                                                                                     --------------   --------------  ------
                                                                                          3,067,924        3,505,500    0.3

             Banking                 455,000  State Bank of India (g)                     3,153,342        3,670,830    0.3

             Chemicals               265,000  Reliance Industries Ltd.                    1,806,744        1,818,404    0.1
                                     139,300  Reliance Industries Ltd. (GDS) (c) (i)      2,581,221        2,124,325    0.2
                                                                                     --------------   --------------  ------
                                                                                          4,387,965        3,942,729    0.3

             Financial             1,000,400  Industrial Credit & Investment
             Services                         Corporation of India                        3,286,841        2,663,999    0.2

             Hotels                  100,000  East India Hotels Ltd. (GDR) (d)            2,772,887        2,800,000    0.2

             Real Estate              44,280  Housing Development Finance
                                              Corp., Ltd.                                 3,461,023        3,651,543    0.3

             Utilities               146,500  Bombay Suburban Electric Supply
                                              Co. Ltd.(GDR) (d) (g)                       2,711,447        2,856,750    0.2

                                              Total Investments in India                 22,841,429       23,091,351    1.8

<PAGE>
Indonesia    Food & Household      1,285,000  P.T. Wicaksana Overseas
             Products                         International                               2,158,799        3,306,175    0.3

             Telecommuni-          2,980,000  P.T. Kabelmetal Indonesia                   3,771,842        1,565,395    0.1
             cations

                                              Total Investments in Indonesia              5,930,641        4,871,570    0.4


                                              Total Investments in Southeast Asia        28,772,070       27,962,921    2.2


SHORT-TERM                           Face
SECURITIES                          Amount                  Issue


             Commercial      US$  25,000,000  CXC Inc., 5.30% due 6/11/1996              24,963,194       24,963,194    2.0
             Paper*                5,500,000  Eureka Securitization, 5.30%
                                              due 7/18/1996                               5,461,943        5,461,943    0.4
                                   5,525,000  Falcon Asset Securitization Corp.,
                                              5.30% due 6/03/1996                         5,523,373        5,523,373    0.4
                                   8,744,000  Ford Motor Credit Co., 5.40%
                                              due 6/03/1996                               8,741,377        8,741,377    0.7

                                              Total Investments in Commercial Paper      44,689,887       44,689,887    3.5


             Foreign         C$   43,030,000  Canadian Treasury Bills, 4.935%
             Government                       due 10/24/1996                             30,942,029       30,796,602    2.4
             Obligations*

                                              Total Investments in Foreign
                                              Government Obligations                     30,942,029       30,796,602    2.4


             US Government &                  United States Treasury Bills (h):
             Agency          US$      90,000    4.95% due 7/25/1996                          89,332           89,357    0.0
             Obligations*         10,000,000    4.955% due 7/25/1996                      9,925,675        9,928,500    0.8
                                     380,000    4.96% due 7/25/1996                         377,173          377,283    0.0
                                  32,050,000    4.99% due 7/25/1996                      31,810,106       31,820,843    2.5
                                   8,000,000    4.995% due 7/25/1996                      7,940,060        7,942,800    0.6

                                              Total Investments in US Government &
                                              Agency Obligations                         50,142,346       50,158,783    3.9


                                              Total Investments in Short-Term
                                              Securities                                125,774,262      125,645,272    9.8
</TABLE>

<PAGE>
<TABLE>
SCHEDULE OF INVESTMENTS (concluded)
<CAPTION>
OPTIONS                 Number of Contracts/                                             Premiums         Value     Percent of
PURCHASED                        Face Amount                Issue                          Paid         (Note 1a)   Net Access
             <S>                 <C>          <S>                                    <C>              <C>             <C>
             Call Options              3,655  NZ Top Ten, expiring August 1996
             Purchased                        at NZ$1,094.34                         $      180,690   $       32,432    0.0%

             Currency Call        25,810,000  Canadian Dollar, expiring August
             Options Purchased                1996 at C$1.34                                 38,715           30,972    0.0


             Currency Put        120,000,000  Japanese Yen, expiring June 1996
             Options Purchased                at YEN 108                                  1,062,000          696,000    0.1
                                  51,000,000  Japanese Yen, expiring September
                                              1996 at YEN 105                             1,198,500        1,438,200    0.1
                                                                                     --------------   --------------  ------
                                                                                          2,260,500        2,134,200    0.2

             Put Options Purchased       150  Bovespa, expiring November 1996
                                              at US$55,198                                  450,000          500,397    0.0

                                              Total Options Purchased                     2,929,905        2,698,001    0.2


                                              Total Investments                       1,181,753,501    1,275,842,065   99.4


OPTIONS                                                                                 Premiums
WRITTEN                                                                                 Received

             Call Options Written        150  Bovespa, expiring November 1996 at
                                              US$55,198                                    (450,000)      (1,014,220)  (0.1)

             Put Options Written       3,655  NZ Top Ten, expiring August 1996
                                              at NZ$1,094.34                                (85,749)        (165,140)   0.0

                                              Total Options Written                        (535,749)      (1,179,360)  (0.1)

<PAGE>
             Total Investments, Net of Options Written                               $1,181,217,752    1,274,662,705   99.3
                                                                                     ==============


             Variation Margin on Financial Futures Contracts**                                               179,070    0.0

             Unrealized Appreciation on Forward Foreign Exchange Contracts***                                 52,261    0.0

             Other Assets Less Liabilities                                                                 9,238,402    0.7

             Net Assets                                                                               $1,284,132,438  100.0%
                                                                                                      ==============  ======
          <FN>
          (a)American Depositary Receipts (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)Global Depositary Shares (GDS).
          (d)Global Depositary Receipts (GDR).
          (e)Created from the merger of Enso-Gutzeit OY and Veitsiluoto OY.
          (f)Created from the merger of Kymmene Corporation and Repola Ltd.
          (g)Non-income producing security.
          (h)Securities held as collateral in connection with open financial
             futures contracts.
          (i)Restricted securities as to resale. The value of the Fund's
             investments in restricted securities was approximately $20,227,000,
             representing 1.6% of net assets.

<CAPTION>
                                                Acquisition                  Value
             Issue                                Date(s)         Cost     (Note 1a)
             <S>                               <S>            <C>          <C>
             Ashok Leyland Ltd.                 3/09/1995-                         
              (GDR)                            10/23/1995     $1,304,580   $1,453,500
             Korea Mobile
               Telecommuni-
               cations Corp.(GDR)              11/01/1995-
                                                2/26/1996      7,568,688    9,717,500
             Nedcor Ltd. (GDR)                  5/23/1995      5,570,789    6,931,870
             Reliance Industries                5/18/1995-
              Ltd.(GDS)                         7/11/1995      2,581,221    2,124,325

             Total                                           $17,025,278  $20,227,195
                                                             ===========  ===========

            *Commercial Paper and certain Foreign Government and US Government &
             Agency Obligations are traded on a discount basis; the interest
             rates shown are the discount rates paid at the time of purchase by
             the Fund.
<PAGE>
           **Financial futures contracts purchased as of May 31, 1996 were as follows:

<CAPTION>
             Number of                              Expiration              Value
             Contracts      Issue       Exchange        Date           (Notes 1a & 1c)
                 <C>     <S>              <S>         <S>                 <C>
                 220     Tokyo-Topix      TFE         June 1996           $34,162,883

             Total Financial Futures Contracts Purchased
             (Total Contract Price--$31,355,415)                          $34,162,883
                                                                          ===========

             Financial futures contracts sold as of May 31, 1996 were as follows:

<CAPTION>
             Number of                              Expiration              Value
             Contracts      Issue       Exchange        Date           (Notes 1a & 1c)
                 <C>     <S>              <S>         <S>                 <C>
                 77      DAX Index        DTB         June 1996           $12,733,257

             Total Financial Futures Contracts Sold
             (Total Contract Price--$12,800,721)                          $12,733,257
                                                                          ===========

          ***Forward foreign exchange contracts as of May 31, 1996 were as follows:

<CAPTION>
                                                                           Unrealized
             Foreign                                                       Appreciation
             Currency                            Expiration               (Depreciation)
             Purchased                              Date                    (Note 1c)
             <S>      <C>                        <S>                        <C>
             Chf          9,565,600              August 1996                $(181,975)
             YEN      3,224,340,000                June 1996                  (68,448)
             YEN      1,256,112,000              August 1996                 (235,520)

             Total (US Commitment--$49,886,228)                             $(485,943)
                                                                            ---------
             Foreign
             Currency Sold

             Chf          9,565,600              August 1996                  175,154
             DM          21,046,350                June 1996                   (1,013)
             YEN      2,061,059,962              August 1996                  307,013
             NZ$         12,500,000              August 1996                   57,050

             Total (US Commitment--$49,756,623)                             $ 538,204
                                                                            ---------

             Total Unrealized Appreciation--Net on
             Forward Foreign Exchange Contracts                             $  52,261
                                                                            =========

             See Notes to Financial Statements.
</TABLE>


<PAGE>
PORTFOLIO INFORMATION (unaudited)


Worldwide
Investments as of
May 31, 1996


                                                       Percent of
Ten Largest Equity Holdings                            Net Assets

Murata Manufacturing Co., Ltd.                             2.8%
Canon Inc.                                                 2.7
Mitsubishi Heavy Industries, Ltd.                          2.7
Rohm Co., Ltd.                                             2.6
Toyo Seikan Kaisha, Ltd.                                   2.5
Ito-Yokado Co., Ltd.                                       2.5
Coca-Cola Amatil, Ltd.                                     2.4
Lend Lease Corp.                                           1.9
Suzuki Motor Corp.                                         1.9
HSBC Holdings PLC                                          1.8


                                                        Percent of
Ten Largest Countries                                   Net Assets

Japan                                                     36.8 %
Hong Kong                                                  6.1
Australia                                                  5.0
France                                                     3.4
United Kingdom                                             3.0
Sweden                                                     2.9
Italy                                                      2.8
Brazil                                                     2.6
Germany                                                    2.1
Mexico                                                     2.0


                                                       Percent of
Asset Mix*                                             Net Assets

Japan                                                     36.8%
Europe (Ex-United Kingdom
  and Ireland)                                            20.4
Pacific Basin (Ex-Japan)                                  17.4
Other Emerging Markets                                    11.2
Cash                                                       9.8
United Kingdom and Ireland                                 3.6

[FN]
*Percent of net assets may not equal 100%, and
 excludes the impact of futures and options.
<PAGE>

Ten Largest Industries                                Percent of
(Equity Investments)                                  Net Assets

Banking                                                    8.2%
Property & Casualty Insurance                              7.9
Electrical Equipment                                       6.3
Telecommunications                                         5.2
Chemicals                                                  4.3
Retail                                                     3.7
Diversified                                                3.4
Electrical Construction                                    3.3
Pharmaceuticals                                            3.2
Automobiles                                                3.1


Financial Futures Contracts
                                                        Percent of
Country                Issue           Exchange         Net Assets

Japan               Tokyo-Topix          TFE               2.7%
Germany              DAX Index           DTB              (1.0)
                                                          -----
                                                           1.7%
                                                          =====


<TABLE>
STATEMENT OF ASSETS AND LIABILITIES
<CAPTION>
                       As of May 31, 1996
<S>                 <S>                                                                  <C>              <C> 
Assets:             Investments, at value (identified cost--$1,178,823,596) (Note 1a)                     $1,273,144,064
                    Unrealized appreciation on forward foreign exchange contracts 
                    (Note 1c)                                                                                     52,261
                    Variation margin on stock index futures contracts (Note 1c)                                  179,070
                    Options purchased, at value (cost--$2,929,905) (Notes 1a & 1c)                             2,698,001
                    Foreign cash (Note 1b)                                                                       675,908
                    Receivables:
                      Securities sold                                                    $    8,104,754
                      Dividends                                                               5,284,629
                      Capital shares sold                                                     1,589,282
                      Forward foreign exchange contracts (Note 1c)                              447,496
                      Interest                                                                   34,461       15,460,622
                                                                                         --------------
                    Deferred organization expenses (Note 1f)                                                      54,971
                    Prepaid registration fees and other assets (Note 1f)                                          51,232
                                                                                                          --------------
                    Total assets                                                                           1,292,316,129
                                                                                                          --------------
<PAGE>
Liabilities:        Options written, at value (premiums received--$535,749) 
                    (Notes 1a & 1c)                                                                           1,179,360
                    Payables:
                      Capital shares redeemed                                                 2,666,245
                      Securities purchased                                                      680,914
                      Distributor (Note 2)                                                      882,873
                      Investment adviser (Note 2)                                               820,586
                      Forward foreign exchange contracts (Note 1c)                              786,225
                                                                                         --------------        5,836,843
                    Accrued expenses and other liabilities                                                     1,167,488
                                                                                                          --------------
                    Total liabilities                                                                          8,183,691
                                                                                                          --------------

Net Assets:         Net assets                                                                            $1,284,132,438
                                                                                                          ==============

Net Assets          Class A Shares of beneficial interest, $0.10 par value,
Consist of:         unlimited number of shares authorized                                                 $      976,942
                    Class B Shares of beneficial interest, $0.10 par value,
                    unlimited number of shares authorized                                                      8,039,467
                    Class C Shares of beneficial interest, $0.10 par value,
                    unlimited number of shares authorized                                                        403,198
                    Class D Shares of beneficial interest, $0.10 par value,
                    unlimited number of shares authorized                                                      1,467,280
                    Paid-in capital in excess of par                                                       1,177,664,605
                    Undistributed investment income--net                                                       9,462,216
                    Accumulated realized capital losses on investments
                    and foreign currency transactions--net                                                   (10,263,611)
                    Unrealized appreciation on investments and foreign
                    currency transactions--net                                                                96,382,341
                                                                                                          --------------
                    Net assets                                                                            $1,284,132,438
                                                                                                          ==============

Net Asset           Class A--Based on net assets of $116,627,795 and 9,769,423
Value:                       shares of beneficial interest outstanding                                    $        11.94
                                                                                                          ==============
                    Class B--Based on net assets of $945,368,518 and 80,394,674
                             shares of beneficial interest outstanding                                    $        11.76
                                                                                                          ==============
                    Class C--Based on net assets of $46,984,696 and 4,031,983
                             shares of beneficial interest outstanding                                    $        11.65
                                                                                                          ==============
                    Class D--Based on net assets of $175,151,429 and 14,672,797
                             shares of beneficial interest outstanding                                    $        11.94
                                                                                                          ==============

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

<TABLE>
STATEMENT OF OPERATIONS
<CAPTION>
                    For the Year Ended May 31, 1996
<S>                 <S>                                                                  <C>              <C> 
Investment Income   Dividends (net of $2,408,337 foreign withholding tax)                                 $   20,015,429
(Notes 1d & 1e):    Interest and discount earned                                                              10,967,277
                    Other                                                                                        174,902
                                                                                                          --------------
                    Total income                                                                              31,157,608
                                                                                                          --------------

Expenses:           Account maintenance and distribution fees--Class B (Note 2)                                9,457,982
                    Investment advisory fees (Note 2)                                                          9,452,920
                    Transfer agent fees--Class B (Note 2)                                                      1,833,863
                    Custodian fees                                                                             1,218,514
                    Account maintenance fees--Class D (Note 2)                                                   454,995
                    Account maintenance and distribution fees--Class C (Note 2)                                  361,124
                    Printing and shareholder reports                                                             314,488
                    Transfer agent fees--Class D (Note 2)                                                        296,886
                    Transfer agent fees--Class A (Note 2)                                                        153,052
                    Registration fees (Note 1f)                                                                  106,749
                    Professional fees                                                                             93,963
                    Accounting services (Note 2)                                                                  82,867
                    Transfer agent fees--Class C (Note 2)                                                         71,630
                    Trustees' fees and expenses                                                                   38,821
                    Amortization of organization expenses (Note 1f)                                               25,500
                    Pricing fees                                                                                  14,509
                    Other                                                                                         48,196
                                                                                                          --------------

                    Total expenses                                                                            24,026,059
                                                                                                          --------------
                    Investment income--net                                                                     7,131,549
                                                                                                          --------------

Realized &          Realized gain from:
Unrealized Gain on    Investments--net                                                   $   60,098,642
Investment &          Foreign currency transactions--net                                     15,506,326       75,604,968
Foreign Currency                                                                         --------------
Transactions--Net   Change in unrealized appreciation/depreciation on:
(Notes 1b, 1c,        Investments--net                                                       75,561,933
1e & 3):              Foreign currency transactions--net                                     24,712,028      100,273,961
                                                                                         --------------   --------------
                    Net realized and unrealized gain on investments and
                    foreign currency transactions                                                            175,878,929
                                                                                                          --------------
                    Net Increase in Net Assets Resulting from Operations                                  $  183,010,478
                                                                                                          ==============


                    See Notes to Financial Statements.
</TABLE>

<PAGE>
<TABLE>
STATEMENTS OF CHANGES IN NET ASSETS
<CAPTION>
                                                                                            For the Year Ended May 31,
                    Increase (Decrease) in Net Assets:                                         1996             1995
<S>                 <S>                                                                  <C>              <C>
Operations:         Investment income--net                                               $    7,131,549   $    5,814,078
                    Realized gain (loss) on investments and foreign
                    currency transactions--net                                               75,604,968      (57,502,198)
                    Change in unrealized appreciation/depreciation on
                    investments and foreign currency transactions--net                      100,273,961      (30,827,626)
                                                                                         --------------   --------------
                    Net increase (decrease) in net assets resulting from operations         183,010,478      (82,515,746)
                                                                                         --------------   --------------

Dividends &         Investment income--net:
Distributions to      Class A                                                                        --         (599,105)
Shareholders          Class B                                                                        --       (3,723,247)
(Note 1g):            Class C                                                                        --         (112,393)
                      Class D                                                                        --       (2,136,488)
                    Realized gain on investments--net:
                      Class A                                                                        --       (2,168,344)
                      Class B                                                                        --      (50,410,142)
                      Class C                                                                        --         (457,066)
                      Class D                                                                        --       (9,932,493)
                                                                                         --------------   --------------
                    Net decrease in net assets resulting from dividends
                    and distributions to shareholders                                                --      (69,539,278)
                                                                                         --------------   --------------

Beneficial          Net increase (decrease) in net assets derived from
Interest            beneficial interest transactions                                       (149,701,161)     350,576,453
Transactions                                                                             --------------   --------------
(Note 4):

Net Assets:         Total increase in net assets                                             33,309,317      198,521,429
                    Beginning of year                                                     1,250,823,121    1,052,301,692
                                                                                         --------------   --------------
                    End of year*                                                         $1,284,132,438   $1,250,823,121
                                                                                         ==============   ==============

                   <FN>
                   *Undistributed investment income--net (Note 1h)                       $    8,006,727               --
                                                                                         ==============   ==============
</TABLE>

<PAGE>
<TABLE>
FINANCIAL HIGHLIGHTS
<CAPTION>
                                                                        Class A                      Class B
                                                                              For the                           For the
                    The following per share data and ratios                   Period                            Period
                    have been derived from information provided    For the    Oct. 21,                          July 30,
                    in the financial statements.                 Year Ended  1994++ to      For the Year       1993++ to
                                                                   May 31,    May 31,       Ended May 31,       May 31,
                    Increase (Decrease) in Net Asset Value:         1996++++   1995       1996++++     1995      1994++++
<S>                 <S>                                           <C>        <C>         <C>         <C>        <C>
Per Share           Net asset value, beginning of period          $  10.25   $  11.73    $  10.19    $  11.44   $  10.00
Operating                                                         --------   --------    --------    --------   --------
Performance:        Investment income (loss)--net                      .16        .26         .04         .02       (.02)
                    Realized and unrealized gain (loss) on
                    investments and foreign currency
                    transactions--net                                 1.53      (1.05)       1.53        (.69)      1.46
                                                                  --------   --------    --------    --------   --------
                    Total from investment operations                  1.69       (.79)       1.57        (.67)      1.44
                                                                  --------   --------    --------    --------   --------
                    Less dividends and distributions:
                      Investment income--net                            --       (.15)         --        (.04)        --
                      Realized gain on investments--net                 --       (.54)         --        (.54)        --
                                                                  --------   --------    --------    --------   --------
                    Total dividends and distributions                   --       (.69)         --        (.58)        --
                                                                  --------   --------    --------    --------   --------
                    Net asset value, end of period                $  11.94   $  10.25    $  11.76    $  10.19   $  11.44
                                                                  ========   ========    ========    ========   ========

Total Investment    Based on net asset value per share              16.49%     (6.78%)+++  15.41%      (5.91%)    14.40%+++
Return:**                                                         ========   ========    ========    ========   ========

Ratios to Average   Expenses                                         1.06%      1.23%*      2.09%       2.13%      2.07%*
Net Assets:                                                       ========   ========    ========    ========   ========
                    Investment income (loss)--net                    1.47%      4.64%*       .37%        .23%      (.19%)*
                                                                  ========   ========    ========    ========   ========

Supplemental        Net assets, end of period (in thousands)      $116,628   $ 74,478    $945,368    $961,941   $844,295
Data:                                                             ========   ========    ========    ========   ========
                    Portfolio turnover                              71.86%     63.95%      71.86%      63.95%     50.63%
                                                                  ========   ========    ========    ========   ========
                    Average commission rate paid++++++            $  .0005         --    $  .0005          --         --
                                                                  ========   ========    ========    ========   ========
<PAGE>
<CAPTION>
                                                                        Class C                      Class D
                                                                              For the                           For the
                    The following per share data and ratios                   Period                            Period
                    have been derived from information provided    For the    Oct. 21,                          July 30,
                    in the financial statements.                 Year Ended  1994++ to      For the Year       1993++ to
                                                                   May 31,    May 31,       Ended May 31,       May 31,
                    Increase (Decrease) in Net Asset Value:         1996++++   1995       1996++++     1995      1994++++
<S>                 <S>                                           <C>        <C>         <C>         <C>        <C>
Per Share           Net asset value, beginning of period          $  10.10   $  11.62    $  10.27    $  11.51   $  10.00
Operating                                                         --------   --------    --------    --------   --------
Performance:        Investment income--net                             .05        .24         .13         .10        .04
                    Realized and unrealized gain (loss) on
                    investments and foreign currency
                    transactions--net                                 1.50      (1.09)       1.54        (.68)      1.47
                                                                  --------   --------    --------    --------   --------
                    Total from investment operations                  1.55       (.85)       1.67        (.58)      1.51
                                                                  --------   --------    --------    --------   --------
                    Less dividends and distributions:
                      Investment income--net                            --       (.13)         --        (.12)        --
                      Realized gain on investments--net                 --       (.54)         --        (.54)        --
                                                                  --------   --------    --------    --------   --------
                    Total dividends and distributions                   --       (.67)         --        (.66)        --
                                                                  --------   --------    --------    --------   --------
                    Net asset value, end of period                $  11.65   $  10.10    $  11.94    $  10.27   $  11.51
                                                                  ========   ========    ========    ========   ========

Total Investment    Based on net asset value per share              15.35%     (7.36%)+++  16.26%      (5.11%)    15.10%+++
Return:**                                                         ========   ========    ========    ========   ========

Ratios to Average   Expenses                                         2.09%      2.30%*      1.31%       1.34%      1.31%*
Net Assets:                                                       ========   ========    ========    ========   ========
                    Investment income--net                            .45%      4.26%*      1.13%        .85%       .55%*
                                                                  ========   ========    ========    ========   ========

Supplemental        Net assets, end of period (in thousands)      $ 46,985   $ 25,822    $175,151    $188,583   $208,007
Data:                                                             ========   ========    ========    ========   ========
                    Portfolio turnover                              71.86%     63.95%      71.86%      63.95%     50.63%
                                                                  ========   ========    ========    ========   ========
                    Average commission rate period++++++          $  .0005         --    $  .0005          --         --
                                                                  ========   ========    ========    ========   ========

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


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

(a) Valuation of investments--Portfolio securities which are traded
on stock exchanges are valued at the last sale price on the exchange
on which such securities are traded, as of the close of business on
the day the securities are being valued or, lacking any sales, at
the last available bid price. Securities traded in the over-the-
counter market are valued at the last available bid price prior to
the time of valuation. In cases where securities are traded on more
than one exchange, the securities are valued on the exchange
designated by or under the authority of the Board of Trustees as the
primary market. Securities which are traded both in the over-the-
counter market and on a stock exchange are valued according to the
broadest and most representative market. Options written are valued
at the last sale price in the case of exchange-traded options or, in
the case of options traded in the over-the-counter market, the last
asked price. Options purchased are valued at the last sale price in
the case of exchange-traded options or, in the case of options
traded in the over-the-counter market, the last bid price. Short-
term securities are valued at amortized cost, which approximates
market value. Other investments, including futures contracts and
related options, are stated at market value. Securities and assets
for which market quotations are not available are valued at fair
value as determined in good faith by or under the direction of the
Fund's Board of Trustees.

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

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

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

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

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

* Options--The Fund is authorized to write and purchase put and call
options. When the Fund writes an option, an amount equal to the
premium received by the Fund is reflected as an asset and an
equivalent liability. The amount of the liability is subsequently
marked to market to reflect the current market value of the option
written. When a security is purchased or sold through an exercise of
an option, the related premium paid (or received) is added to (or
deducted from) the basis of the security acquired or deducted from
(or added to) the proceeds of the security sold. When an option
expires (or the Fund enters into a closing transaction), the Fund
realizes a gain or loss on the option to the extent of the premiums
received or paid (or gain or loss to the extent the cost of the
closing transaction exceeds the premium paid or received).
<PAGE>
Written and purchased options are non-income producing
investments.

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

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

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

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

(h) Reclassification--Generally accepted accounting principles
require that certain components of net assets be reclassified to
reflect permanent differences between financial reporting and tax
purposes. Accordingly, current year's permanent book/tax differences
of $2,330,667 have been reclassified from accumulated net realized
capital losses to undistributed net investment income. These
reclassifications have no effect on net assets or net asset values
per share.

2. Investment Advisory Agreement and Transactions
with Affiliates:
The Fund has entered into an Investment Advisory Agreement with
Merrill Lynch Asset Management, L.P. ("MLAM"). The general partner
of MLAM is Princeton Services, Inc. ("PSI"), an indirect wholly-
owned subsidiary of Merrill Lynch & Co., Inc. ("ML & Co."), which is
the limited partner. The Fund has also entered into a Distribution
Agreement and Distribution Plans with Merrill Lynch Funds
Distributor, Inc. ("MLFD" or "Distributor"), a wholly-owned
subsidiary of Merrill Lynch Group, Inc.
<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, pursuant
to which MLAM pays MLAM U.K. a fee in an amount to be determined
from time to time by MLAM and MLAM U.K. but in no event in excess of
the amount that MLAM actually receives. For the year ended May 31,
1996, MLAM paid MLAM U.K. a fee of $1,248,157 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 MLAM
reimburse the Fund to the extent the Fund's expenses (excluding
interest, taxes, distribution fees, brokerage fees and commissions,
and extraordinary items) exceed 2.5% of the Fund's first $30 million
of average daily net assets, 2.0% of the next $70 million of average
daily net assets, and 1.5% of the average daily net assets in excess
thereof. MLAM's obligation to reimburse the Fund is limited to the
amount of the management fee. No fee payment will be made to MLAM
during any fiscal year which will cause such expenses to exceed the
most restrictive expense limitation at the time of such payment.

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


                                          Account       Distribution
                                      Maintenance Fee       Fee

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


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


NOTES TO FINANCIAL STATEMENTS (concluded)

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


                                        MLFD         MLPF&S

Class A                               $ 1,706       $ 22,948
Class D                               $20,061       $297,783


For the year ended May 31, 1996, MLPF&S received contingent deferred
sales charges of $2,627,300 and $18,603 relating to transactions in
Class B and Class C Shares, respectively.

In addition, MLPF&S received $200,005 in commissions on the
execution of portfolio security transactions for the Fund for the
year ended May 31, 1996.

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

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

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

3. Investments:
Purchases and sales of investments, excluding short-term securities,
for the year ended May 31, 1996 were $791,816,151 and $861,776,976,
respectively.

Net realized and unrealized gains (losses) as of May 31, 1996 were
as follows:


                                   Realized          Unrealized
                                    Gains              Gains
                                   (Losses)           (Losses)

Investments:
  Long-term                     $  32,815,774      $   94,449,458
  Short-term                         608,644             (128,990)
  Stock index futures  
  contracts                        26,570,736           2,874,932
  Options written                  (1,762,644)           (643,611)
  Options purchased                 1,866,132             (97,861)
                               --------------      --------------
Total investments                  60,098,642          96,453,928
Currency transactions:
  Options written                   4,935,919                  --
  Options purchased                10,660,838            (134,043)
  Forward foreign exchange     
  contracts                        21,188,388              52,261
  Foreign currency 
  transactions                    (21,278,819)             10,195
                               --------------      --------------
Total currency transactions        15,506,326             (71,587)
                               --------------      --------------
Total                          $   75,604,968      $   96,382,341
                               ==============      ==============


<PAGE>
Transactions in call options written for the year ended May 31, 1996
were as follows:



                                   Par Value
                                  Covered by           Premiums
                                Written Options        Received

Outstanding call options 
written at beginning of year     $208,000,000      $    3,776,319
Options written                    51,074,350           2,884,251
Options closed                   (118,041,800)         (3,683,119)
Options expired                  (141,032,400)         (2,527,451)
                                 ------------      --------------
Outstanding call options
written at end of year           $        150      $      450,000
                                 ============      ==============


Transactions in put options written for the year ended May 31, 1996 
were as follows:



                                   Par Value
                                  Covered by           Premiums
                                Written Options        Received

Outstanding put options 
written at beginning of year     $ 10,344,060      $      824,584
Options written                         3,655              85,749
Options closed                       (344,060)           (714,584)
Options expired                   (10,000,000)           (110,000)
                                 ------------      --------------
Outstanding put options 
written at end of year           $      3,655      $       85,749
                                 ============      ==============


As of May 31, 1996, net unrealized appreciation for Federal income
tax purposes aggregated $90,973,886, of which $127,633,494 related
to appreciated securities and $36,659,608 related to depreciated
securities. At May 31, 1996, the aggregate cost of investments for
Federal income tax purposes was $1,181,523,647.
<PAGE>
4. Beneficial Interest Transactions:
Net increase (decrease) in net assets derived from beneficial
interest transactions was $(149,701,161) and $350,576,453 for the
years ended May 31,1996 and May 31, 1995, respectively.

Transactions in shares of beneficial interest for each class were
as follows:



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


Shares sold                         8,917,021       $  98,608,956
Shares redeemed                    (6,414,907)        (71,336,354)
                                -------------       -------------
Net increase                        2,502,114       $  27,272,602
                                =============       =============



Class A Shares for the Period                          Dollar
October 21, 1994++ to May 31, 1995    Shares           Amount

Shares sold                         8,250,116       $  90,125,806
Shares issued to shareholders in 
reinvestment of dividends and 
distributions                         214,636           2,215,037
                                -------------       -------------
Total issued                        8,464,752          92,340,843
Shares redeemed                    (1,197,443)        (12,452,266)
                                -------------       -------------
Net increase                        7,267,309       $  79,888,577
                                =============       =============

[FN]
++Commencement of Operations.



Class B Shares for the Year                            Dollar
Ended May 31, 1996                    Shares           Amount

Shares sold                        20,260,350       $ 222,170,714
Shares redeemed                   (33,910,956)       (370,155,135)
Automatic conversion of shares       (343,919)         (4,169,385)
                                -------------       -------------
Net decrease                      (13,994,525)      $(152,153,806)
                                =============       =============


<PAGE>
Class B Shares for the Year                            Dollar
Ended May 31, 1995                    Shares           Amount

Shares sold                        39,671,147       $ 441,827,803
Shares issued to shareholders in
reinvestment of dividends and
distributions                       4,695,329          48,408,841
                                -------------       -------------
Total issued                       44,366,476         490,236,644
Shares redeemed                   (23,278,562)       (245,072,223)
Automatic conversion of shares       (497,771)         (5,021,412)
                                -------------       -------------
Net increase                       20,590,143       $ 240,143,009
                                =============       =============



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

Shares sold                         3,578,857       $  39,004,743
Shares redeemed                    (2,103,452)        (22,986,000)
                                -------------       -------------
Net increase                        1,475,405       $  16,018,743
                                =============       =============



Class C Shares for the Period                          Dollar
October 21, 1994++ to May 31, 1995    Shares           Amount

Shares sold                         2,764,893       $  28,810,393
Shares issued to shareholders in
reinvestment of dividends and
distributions                          49,952             510,509
                                -------------       -------------
Total issued                        2,814,845          29,320,902
Shares redeemed                      (258,267)         (2,631,066)
                                -------------       -------------
Net increase                        2,556,578       $  26,689,836
                                =============       =============

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


Class D Shares for the Year                            Dollar
Ended May 31, 1996                    Shares           Amount

Shares sold                         5,012,975       $  55,718,753
Automatic conversion of shares        340,392           4,169,385
Shares redeemed                    (9,050,483)       (100,726,838)
                                -------------       -------------
Net decrease                       (3,697,116)      $ (40,838,700)
                                =============       =============



Class D Shares for the Year                            Dollar
Ended May 31, 1995                    Shares           Amount

Shares sold                         8,565,081       $  95,498,843
Automatic conversion of shares       494,928            5,021,412
Shares issued to shareholders in
reinvestment of dividends and
distributions                         979,800          10,140,928
                                -------------       -------------
Total issued                       10,039,809         110,661,183
Shares redeemed                    (9,738,345)       (106,806,152)
                                -------------       -------------
Net increase                          301,464       $   3,855,031
                                =============       =============



As a result of the Merrill Lynch Select Pricing SM System, Class A
Shares of the Fund outstanding prior to October 21, 1994 were
redesignated to Class D Shares. There were 20,292,011 shares
redesignated amounting to $219,466,427.

5. Commitments:
At May 31, 1996, the Fund had entered into foreign exchange
contracts, in addition to the contracts listed on the Schedule of
Investments, under which it had agreed to sell foreign currency with
an approximate value of $7,489,000.



<AUDIT-REPORT>
INDEPENDENT AUDITORS' REPORT

The Board of Directors 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, 1996, the related statements
of operations for the year then ended and changes in net assets for
the two-year period then ended and the financial highlights for the
two-year period then ended and for the period from July 30, 1993
(commencement 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 audits.
<PAGE>
We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial
statements and the financial highlights are free of material 
misstatement. An audit includes examining, on a test basis, evidence 
supporting the amounts and disclosures in the financial statements. 
Our procedures included confirmation of securities owned at May 31, 
1996 by correspondence with the custodian and brokers. An audit also 
includes assessing the accounting principles used and significant 
estimates made by management, as well as evaluating the overall 
financial statement presentation. We believe that our audits provide 
a reasonable basis for our opinion.

In our opinion, such financial statements and financial highlights
present fairly, in all material respects, the financial position of
Merrill Lynch International Equity Fund as of May 31, 1996, the
results of its operations, the changes in its net assets, and the
financial highlights for the periods presented in conformity with
generally accepted accounting principles.

Deloitte & Touche LLP
Princeton, New Jersey
July 12, 1996
</AUDIT-REPORT>




PORTFOLIO CHANGES (unaudited)


Additions

Anglo American Corp. of South Africa, Ltd.
Anglo American Corp. of South Africa, Ltd.
  (ADR)
Apasco, S.A. de C.V.
Bombay Suburban Electric Supply Co. Ltd.
  (GDR)
Bouygues
Bridgestone Corporation
Cheung Kong (Holdings) Ltd.
Clariant AG
Companhia Cervejaria Brahma S.A. PN
  (Warrants)
Companhia Energetica de Minas Gerais S.A.
  (CEMIG) (ADR)
<PAGE>
Companhia Naviera Perez Companc
  S.A.C.F.I.M.F.A. (Class B)
East India Hotels Ltd. (GDR)
Ente Nazionale Idrocarburi S.p.A. (ENI)
Eregli Demir Ve Celik Fabrikalari T.A.S.
Fotolabo S.A.
Hanson PLC (Ordinary)
Hellenic Telecommunication Organization
  S.A.
Henkel KGaA (Preferred)
Industrial Credit & Investment Corporation
  of India
Karstadt AG
Kimberly-Clark de Mexico, S.A. de C.V.
  (ADR)
Koninlkijke KNP BT N.V.
Matthew Clark PLC
New Straits Times Press (Malaysia) BHD
Oerlikon-Buehrle Holding AG
Orkla A.S. (Class A)
Panamerican Beverages, Inc. (Class A)
Philipp Holzmann AG
SMH AG (Societe Suisse pour la
  Microelectronique et l'Horlogerie)
Sandoz AG
Skandia Forsakrings AB
South African Breweries, Ltd.
Sparbanken Sverige AB (Class A)
Sun International (South Africa), Ltd.
Tesco PLC (Ordinary)
Tingyi (Cayman Islands) Holdings Co.
Unilever PLC
Usinas Siderurgicas de Minas Gerais-
  Usiminas S.A. (Preferred)


Deletions

ABN AMRO Bank (Ordinary)
Aksigorta A.S.
Alarko Holdings A.S.
BBC Brown Boveri & Cie
Banco Comercial Portugues S.A. (Registered)
Beatrix Mines Ltd.
British Petroleum Co., Ltd.
CRH PLC (Ordinary)
Cimentas Izmir Cimento Fabrikasi T.A.S.
City Developments Ltd.
Companhia Cervejaria Brahma S.A. PN
  (Rights)
<PAGE>
Dardanel Onentas Gida A.S.
Development Bank of Singapore Ltd.
General Electric Co. PLC (Ordinary)
Hoechst AG
Izmir Demir Celik Sanayii A.S.
JCT Ltd. (GDR)
Malbak Ltd. (GDR)
Merita Bank Ltd. (Class A)
Metropolitan Bank and Trust Company
Nokia AB
P.T. Hanjaya Mandala Sampoerna
P.T. Indonesian Satellite Corp. (ADR)
P.T. Telekumunikasi Indonesia (ADR)
Philips Industries Inc.
Racal Electronics PLC
Rauma OY
Raymond Woolen Mills Ltd. (GDR)
Repola OY S
Resorts World BHD
Singapore Press Holdings Ltd.
T & N PLC
Telecom Argentina Stet--France Telecom
  S.A. (GDS)
TelecomAsia Corp. Public Co., Ltd.
Teva Pharmaceutical Industries Ltd. (ADR)
Thai Military Bank Public Co., Ltd.
V.A.Technologie AG
Vaal Reefs Exploration & Mining Company,
  Ltd.
Vereinigte Elektrizitaets & Bergwerks AG
  (Veba) (Warrants)
Western Areas Gold Mining Company, Ltd.
  (ADR)



OFFICERS AND TRUSTEES

Arthur Zeikel, President and Trustee
Donald Cecil, Trustee
Edward H. Meyer, Trustee
Charles C. Reilly, Trustee
Richard R. West, Trustee
Edward D. Zinbarg, Trustee
Terry K. Glenn, Executive Vice President
Norman R. Harvey, Senior
  Vice President
<PAGE>
Andrew John Bascand, Vice President
Donald C. Burke, Vice President
Adrian Holmes, Vice President
Grace Pineda, Vice President
Stephen I. Silverman, Vice President
Gerald M. Richard, Treasurer
Ira P. Shapiro, Secretary

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

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




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.



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