LATIN AMERICAN DISCOVERY FUND INC
N-30D, 1996-03-07
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<PAGE>
                    THE LATIN AMERICAN DISCOVERY FUND, INC.

                 ---------------------------------------------

OFFICERS AND DIRECTORS

<TABLE>
<S>                          <C>
Barton M. Biggs              William G. Morton, Jr.
CHAIRMAN OF THE BOARD        DIRECTOR
OF DIRECTORS                 Frederick B. Whittemore
Warren J. Olsen              DIRECTOR
PRESIDENT AND DIRECTOR       James W. Grisham
Peter J. Chase               VICE PRESIDENT
DIRECTOR                     Harold J. Schaaff, Jr.
John W. Croghan              VICE PRESIDENT
DIRECTOR                     Joseph P. Stadler
David B. Gill                VICE PRESIDENT
DIRECTOR                     Valerie Y. Lewis
Graham E. Jones              SECRETARY
DIRECTOR                     James R. Rooney
John A. Levin                TREASURER
DIRECTOR                     Joanna M. Haigney
                             ASSISTANT TREASURER
</TABLE>

            --------------------------------------------------------
INVESTMENT ADVISER
Morgan Stanley Asset Management Inc.
1221 Avenue of the Americas
New York, New York 10020
            --------------------------------------------------------
U.S. ADMINISTRATOR
The Chase Manhattan Bank, N.A.
73 Tremont Street
Boston, Massachusetts 02108
            --------------------------------------------------------
CUSTODIANS
Morgan Stanley Trust Company (International)
One Pierrepont Plaza
Brooklyn, New York 11201
The Chase Manhattan Bank, N.A. (Domestic)
770 Broadway
New York, New York 10003
            --------------------------------------------------------
SHAREHOLDER SERVICING AGENT
The First National Bank of Boston
Investor Relations Department
P.O. Box 644, Mail Stop 46-02-09
Boston, Massachusetts 02102-0644
(617) 575-2900
            --------------------------------------------------------
LEGAL COUNSEL
Rogers & Wells
200 Park Avenue
New York, New York 10166
            --------------------------------------------------------
INDEPENDENT ACCOUNTANTS
Price Waterhouse LLP
1177 Avenue of the Americas
New York, New York 10036

            --------------------------------------------------------

For additional Fund information, including the Fund's net asset value per share
and information regarding the investments comprising the Fund's portfolio,
please call 1-800-221-6726.

                                   ----------

                                      THE
                                 LATIN AMERICAN
                                   DISCOVERY
                                   FUND, INC.
                                   ----------

                                 ANNUAL REPORT
                               DECEMBER 31, 1995
                      MORGAN STANLEY ASSET MANAGEMENT INC.
                               INVESTMENT ADVISER
<PAGE>
LETTER TO SHAREHOLDERS
- --------

For the fourth quarter of 1995, the Fund's total return based on net asset value
per share was -6.52% versus -3.69% for the MSCI EMG Latin America Index (the
"MSCI Index") and -5.24% for the IFC Latin America Total Return Composite Index
(the "IFC Index"). For the year ended December 31, 1995, the Fund's total return
was -27.61% versus -13.53% for the MSCI Index and -15.92% for the IFC Index.
Since inception the Fund's total return based on net asset value per share is
29.12% versus 23.96% for the MSCI Index and 19.52% for the IFC Index.

    The negative performance of the Latin markets in the final quarter of 1995
was attributable primarily to peso weakness in Mexico and political infighting
that stalled reforms in Brazil. The markets were also subject to tax-loss
selling. By the end of November, however, the markets stabilized and commenced a
rally driven by short-covering and bottom fishing in view of the region's
improving fundamentals.

    The Fund's underperformance was a result of its overweighting of Brazil and
interest sensitive Mexican stocks and its underweighting of Chile and Argentina.
While 1995 was a disappointing year, the Fund's strategy is to invest in Latin
American equities based on secular driving forces which we believe will produce
absolute and relative outperformance over the medium term. To this end, we
believe that Brazil and Mexico will rebound more dramatically than the more
defensive markets such as Chile.

    Over the fourth quarter, the MSCI Index for Brazil decreased 11% in U.S.
dollars resulting in a net decrease of 21% for 1995. The government was
successful in breaking the constitutional monopolies in the oil and telecom
sectors. Year-end foreign reserves reached a record level of U.S. $50 billion.
The government engineered a cooling of the economy, slowing GDP growth from
10.4% in the first quarter to 4.5% for the full year. 1995 saw a spectacular
reduction in the inflation rate to 22% for the year from 900% in 1994. All the
while, President Cardoso maintained approval ratings of over 50%.

    Nevertheless, the negative sentiment from the Mexico crisis and
disappointment in the pace of reform led to a decline in the Brazilian market
for the year. The market's underperformance has been driven by the tight
monetary policy necessary to control inflation. Real interest rates well over
20% slowed down the economy and kept financial assets out of the equity market.
In the final quarter of the year, a political scandal spooked investors
regarding Cardoso's ability to maintain the momentum for reform.

    The key task in 1996 will be the implementation of tax, social security and
administrative changes necessary to reduce the growing fiscal imbalance.
Government expenses on personnel are too high. We believe that with Cardoso's
strong approval ratings, the pro-reform forces will make significant, albeit not
steady progress on these issues throughout 1996. With the fall in inflation and
the desire to reactivate the economy, monetary authorities will likely guide
short-term interest rates markedly lower over the course of the year, and we are
expecting the economy to pick up noticeably in the second half of 1996. Overall,
economic growth should be robust, led by consumption and domestic credit
expansion and, subsequently, investment spending. We are particularly excited by
a) the telecommunications sector, which should demonstrate explosive earnings
growth and is still quite inexpensively valued, b) the beer company Brahma,
which is implementing a huge capacity expansion to keep pace with booming demand
growth, and c) the banking sector, which should benefit by the decline in
interest rates as provisioning levels decline and loan volumes expand, and which
trades at the most attractive valuation levels in Latin America. Thus, the Fund
will continue to overweight Brazilian equities into 1996 with an emphasis on
telecom, banking and beverage stocks.

    The Mexican stock market declined 4% in U.S. dollars for the fourth quarter,
resulting in a decrease of 23% for the year. The year's performance was driven
by an economic contraction necessary to stabilize the economy after Mexico's
poorly implemented devaluation at the end of 1994. The Zedillo administration's
stabilization program included tight monetary and fiscal policy that led to a
deep recession over the first three quarters of the year, but managed to prevent
the outbreak of uncontrolled inflation that had followed previous devaluations.
The result was a steep increase in unemployment, a plunge in domestic demand
and, consequently, a financial system crisis. The shock therapy, while painful,
has been effective in stabilizing the economy in the short-term and
restructuring it for a higher level of sustainable growth. Mexico's trade
accounts have turned from an U.S. $18.5 billion deficit in 1994 to an estimated
U.S. $7.3 billion surplus for 1995. The current account is likely to be slightly

                                       2
<PAGE>
positive for the year versus a negative U.S. $28 billion in 1994. Foreign
exchange reserves, which had reached a low of U.S. $3.5 billion in January, grew
to an estimated U.S. $16 billion by year-end, mostly as a result of the U.S. and
IMF support programs.

    Fourth quarter performance was the result of increased currency volatility.
The peso's weakness resulted from the circular interplay of technical and
fundamental factors arising from Mexico's balance sheet. Weak peso demand from
investors led to a weakening outlook for recovery, which in turn further reduced
peso demand which further reduced the outlook for recovery, etc. The vicious
circle was broken by central bank intervention in the currency markets and
continued support by the government for the banking system.

    For 1996, the Fund is positioned to take advantage of resumed economic
growth, decreasing interest rates and a stronger peso, in real terms. Sentiment
has begun to improve and valuations are not demanding for an economy emerging
from a depression. While monetary policy is likely to remain tight to control
inflation it will be less restrictive than in 1995. Further, Mexico's debt
profile has improved significantly as debt amortizations for 1996 are projected
at U.S. $10 billion versus U.S. $41 billion in 1995. The banking system rescue
package is estimated to cost between 5-10% of GDP and, thus, will create a drag
on growth for several years, yet the system is likely to resume lending in 1996.
Fears of a generalized financial collapse have faded. The Fund is overweight
bank, cement and construction companies and underweight stocks dependent on
consumer spending. One exception is Femsa, a very attractively valued beer
company (the Dos Equis brand).

    The MSCI Index for Argentina increased 17% in U.S. dollars for the fourth
quarter and is up 9% for 1995. Argentina's performance is the result of its
demonstrated commitment to its currency convertibility system. In response to
capital outflows as a consequence of the Mexican crisis, the government bravely
chose fiscal austerity. Inflation for the year came in at 1.8%, a lifetime low
for most Argentines. The currency held firm against the dollar. Due to the
return of confidence and capital flows, economic growth should resume in 1996
after falling 3% in 1995. While bullish about the macrofundamentals, the Fund is
neutral on the market in light of uninspiring earnings growth forecasts for the
listed companies.

    The Chilean market decreased 2% in the fourth quarter for a twelve month
decline of 6%. The market was relatively insulated from the general sell-off due
to the country's restrictions on capital repatriation by foreigners and its very
positive macroeconomic fundamentals. However, in light of high relative
valuations and an unpromising outlook on interest rates, currency and earnings
growth, the Fund will continue its underweighting of the market.

    Peru increased 3% for the quarter bringing its net full year appreciation to
22%. The country's strong GDP growth and rising global commodities prices helped
offset the selling pressure arising from the Mexico crisis. At this point, the
equities seem fully valued and prospective returns are likely to be weak.

    Colombia declined 5% for the fourth quarter bringing its net performance to
a decrease of 28% for 1995. The market's performance was attributable to a
presidential election scandal involving illegal campaign contributions. While
Colombian equities are not expensive, the central bank is likely to maintain a
restrictive monetary policy to combat stubborn inflation.

    Venezuela decreased 18% in the quarter leaving the market down 29% for the
year. Faced with dwindling foreign exchange reserves and mounting debt arrears,
Venezuela devalued its currency in response to IMF preconditions for financial
assistance. While the country's role as a major oil supplier provides long-term
support, the country is currently stagnating under a huge fiscal deficit. The
equity market also suffers from continued foreign exchange restrictions.

    The performance of Latin American equity markets in 1995 was driven by the
fallout from the Mexican currency crisis. This crisis presented a clear
challenge and raised the question of whether Latin America would continue,
unlike in previous crises, along the path of political and economic
modernization. The answer was a clear "Yes", as orthodox economic policies
prevailed in all countries, save Venezuela, in managing the crisis.

    1995 represented an extreme cyclical test of the Latin America story. The
long-term, secular trends driving equity appreciation and earnings growth of
Latin American companies remain intact: 1) sound economic policies continue to
enhance competitiveness, improve living standards and increase political
stability throughout most of the region; 2) accelerating global

                                       3
<PAGE>
trade continues to open new markets to Latin American producers; 3) professional
management of economic resources by the private sector continues to increase the
efficiency of companies in the region. In short, the fundamental outlook remains
positive for Latin American companies to continue to achieve high earnings
growth and, thus, for the stock markets' prospects for continuing to deliver
superior, long-term investment performance.

Sincerely,

        [SIGNATURE]
Barton M. Biggs
CHAIRMAN

       [SIGNATURE]
Robert L. Meyer
SENIOR PORTFOLIO MANAGER

February 2, 1996

                                       4
<PAGE>
The Latin American Discovery Fund, Inc.
Investment Summary as of December 31, 1995
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
HISTORICAL
INFORMATION
                                                           TOTAL RETURN (%)
                   -------------------------------------------------------------------------------------------------

                        MARKET VALUE (1)                 NET ASSET VALUE (2)                  INDEX (1)(3)**
                   ---------------------------       ---------------------------       -----------------------------
                                     AVERAGE                           AVERAGE                             AVERAGE
                   CUMULATIVE         ANNUAL         CUMULATIVE         ANNUAL         CUMULATIVE          ANNUAL
                   ---------------------------       ---------------------------       -----------------------------
<S>                <C>              <C>              <C>              <C>              <C>               <C>
ONE YEAR           -38.78%+++       -38.78%+++       -27.61%+++       -27.61%+++        -13.53%           -13.53%
SINCE INCEPTION*    16.13+++          4.34+++         29.12+++          7.52+++          23.96              6.26
</TABLE>

PAST PERFORMANCE IS NOT PREDICTIVE OF FUTURE PERFORMANCE
- --------------------------------------------------------------------------------

RETURNS AND PER SHARE INFORMATION

A BAR CHART REFLECTING THE DATA BELOW IS REFLECTED HERE.

<TABLE>
<S>                          <C>        <C>            <C>        <C>
Years ended December 31:
                                 1992*           1993       1994           1995
Net Asset Value Per Share       $15.23         $23.31     $17.16         $10.98
Market Value Per Share          $13.25         $27.13     $18.25          $9.88
Premium/(Discount)              -13.0%         -16.4%       6.4%         -10.0%
Income Dividends                     -              -      0.00#              -
Capital Gains Distributions          -              -      $5.74          $0.45
Fund Total Return (2)            8.01%      65.36%+++     -0.14%     -27.61%+++
Index Total Return (1)(3)**     -2.26%         52.29%     -3.69%        -13.53%
</TABLE>

 (1) Assumes dividends and distributions, if any, were reinvested.

 (2) Total  investment return  based on per  share net asset  value reflects the
     effects of changes in net asset value on the performance of the Fund during
     each  period,  and  assumes  dividends  and  distributions,  if  any,  were
     reinvested.  This  return  does  not  include  the  effect  of  dilution in
     connection  with  the  Rights  Offering.  These  percentages  are  not   an
     indication  of the  performance of a  shareholder's investment  in the Fund
     based on market value  due to differences between  the market price of  the
     stock and the net asset value per share of the Fund.

 (3) Morgan  Stanley Capital International Emerging Markets Global Latin America
     Index (MSCI EMG Latin America Index)

 * The Fund commenced operations on June 23, 1992.
 ** Unaudited.

 # Amount is less than $0.01 per share.

+++Adjusted for Rights Offering.

                                       5
<PAGE>
The Latin American Discovery Fund, Inc.
Portfolio Summary as of December 31, 1995
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

PORTFOLIO INVESTMENTS DIVERSIFICATION

EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC

<TABLE>
<S>                      <C>
Equity Securities            94.8%
Debt Securities               4.3%
Short-Term Investments        0.9%
</TABLE>

- --------------------------------------------------------------------------------

SECTORS

EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC

<TABLE>
<S>                                <C>
Telecommunications                     24.6%
Banking                                19.3%
Utilities - Electrical & Gas           14.0%
Beverage & Tobacco                     11.9%
Building Materials & Components         6.3%
Energy Sources                          3.6%
Merchandising                           3.3%
Broadcasting & Publishing               2.1%
Multi-Industry                          2.0%
Metals - Non-Ferrous                    1.6%
Other                                  11.3%
</TABLE>

- --------------------------------------------------------------------------------

COUNTRY WEIGHTINGS

EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC

<TABLE>
<S>          <C>
Brazil           51.0%
Mexico           31.1%
Argentina        11.1%
Colombia          3.1%
Venezuela         3.1%
Chile             0.6%
</TABLE>

- --------------------------------------------------------------------------------

TEN LARGEST HOLDINGS
<TABLE>
<CAPTION>
                                                   PERCENT OF
                                                   NET ASSETS
                                                 ---------------
<C>        <S>                                   <C>
       1.  Eletrobras                                    6.9%
       2.  Telebras (Preferred)                          6.8
       3.  Telebras ADR                                  5.0
       4.  Brahma (Preferred)                            5.0
       5.  G. Bancomer ADR                               4.3

<CAPTION>
                                                   PERCENT OF
                                                   NET ASSETS
                                                 ---------------
<C>        <S>                                   <C>

       6.  Telmex 'L' ADR                                4.3%
       7.  FEMSA 'B'                                     4.3
       8.  Telefonica de Argentina S.A. ADR              3.9
       9.  Banco Bradesco (Preferred)                    3.7
      10.  Cemex                                         3.4
                                                         ---
                                                        47.6%
                                                         ---
                                                         ---
</TABLE>

                                       6
<PAGE>
FINANCIAL STATEMENTS
- ---------

FINANCIAL HIGHLIGHTS

<TABLE>
<CAPTION>
                                  PERIOD FROM
                                 JUNE 23, 1992*                             YEAR ENDED
                                       TO                                  DECEMBER 31,
SELECTED PER SHARE DATA AND       DECEMBER 31,     ------------------------------------------------------------
RATIOS:                               1992                1993                 1994                 1995
<S>                             <C>                <C>                  <C>                  <C>
- ---------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, BEGINNING OF
 PERIOD.......................    U.S.$ 14.10       U.S.$  15.23         U.S.$  23.31         U.S.$  17.16
- ---------------------------------------------------------------------------------------------------------------
Offering Costs................          (0.13)             (0.06)       --                           (0.07)
- ---------------------------------------------------------------------------------------------------------------
Net Investment Income
 (Loss).......................          (0.06)              0.04                (0.18)                0.05
Net Realized and Unrealized
 Gain (Loss) on Investments...           1.32               9.84                (0.25)               (4.63)
- ---------------------------------------------------------------------------------------------------------------
    Total from Investment
     Operations...............           1.26               9.88                (0.43)               (4.58)
- ---------------------------------------------------------------------------------------------------------------
Distributions:
    Net Investment Income.....  --                 --                           (0.00)#      --
    Net Realized Gain.........  --                 --                           (5.74)               (0.44)
    In Excess of Net Realized
     Gain.....................  --                 --                   --                           (0.01)
- ---------------------------------------------------------------------------------------------------------------
      Total Distributions.....  --                 --                           (5.74)               (0.45)
- ---------------------------------------------------------------------------------------------------------------
Increase (Decrease) in Net
 Asset Value from Capital
 Share Transactions...........  --                         (1.74)++              0.02+               (1.08)++
- ---------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF
 PERIOD.......................    U.S.$ 15.23       U.S.$  23.31         U.S.$  17.16         U.S.$  10.98
- ---------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------
PER SHARE MARKET VALUE, END OF
 PERIOD.......................    U.S.$ 13.25       U.S.$  27.13         U.S.$  18.25         U.S.$   9.88
- ---------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------
TOTAL INVESTMENT RETURN:
    Market Value..............          (8.30)%           121.17%+++            (8.75)%             (38.78)%+++
    Net Asset Value (1).......           8.01%             65.36%+++            (0.14)%             (27.61)%+++
- ---------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------
RATIOS, SUPPLEMENTAL DATA:
- ---------------------------------------------------------------------------------------------------------------
NET ASSETS, END OF PERIOD
 (THOUSANDS)..................    U.S.$87,685       U.S.$180,348         U.S.$135,273         U.S.$127,616
- ---------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------
Ratio of Expenses to Average
 Net Assets...................           2.73%**            2.23%                2.15%                2.17%
Ratio of Net Investment Income
 (Loss) to Average Net
 Assets.......................          (1.02)%**           0.22%               (0.77)%               0.31%
Portfolio Turnover Rate.......              8%                56%                  70%                 122%
- ---------------------------------------------------------------------------------------------------------------
</TABLE>

  * Commencement of operations
 ** Annualized

 # Amount is less than U.S.$0.01 per share.

  + Increase due to shares issued from reinvestment of distributions.

 ++ Decrease due to shares issued through Rights Offering.

+++ Adjusted For Rights Offering.

 (1) Total  investment return  based on per  share net asset  value reflects the
     effects of changes in net asset value on the performance of the Fund during
     each  period,  and  assumes  dividends  and  distributions,  if  any,  were
     reinvested.  This  return  does  not  include  the  effect  of  dilution in
     connection  with  the  Rights  Offering.  These  percentages  are  not   an
     indication  of the  performance of a  shareholder's investment  in the Fund
     based on market value  due to differences between  the market price of  the
     stock and the net asset value of the Fund.

    Note: Current  period  permanent  book-tax  differences,  if  any,  are  not
          included in the calculation of net investment income (loss) per share.

    The accompanying notes are an integral part of the financial statements.

                                       7
<PAGE>

<TABLE>
<CAPTION>
SUMMARY OF INVESTMENTS BY INDUSTRY
CLASSIFICATION -- DECEMBER 31, 1995 (UNAUDITED)
<S>                                       <C>           <C>
                                                        PERCENT
                                                 VALUE  OF NET
INDUSTRY                                         (000)  ASSETS
- --------------------------------------------------------------
- -------------
Appliances & Household Durables           U.S.$  1,450      1.1%
Banking                                         24,617     19.3
Beverages & Tobacco                             15,147     11.9
Broadcasting & Publishing                        2,684      2.1
Building Materials & Components                  8,028      6.3
Chemicals                                          419      0.3
Construction & Housing                           2,010      1.6
Energy Sources                                   4,621      3.6
Food & Household Products                        1,209      0.9
Forest Products & Paper                          1,407      1.1
Machinery & Engineering                          1,064      0.8
Merchandising                                    4,269      3.3
Metals -- Non-Ferrous                            2,018      1.6
Metals -- Steel                                    715      0.6
Multi-Industry                                   2,563      2.0
Recreation, Other Consumer Goods                    20      0.0
Telecommunications                              31,418     24.6
Textiles & Apparel                               1,350      1.1
Utilities -- Electrical & Gas                   17,794     14.0
Other                                            4,840      3.8
                                          ------------  ------
                                          U.S.$127,643    100.0%
                                          ------------  ------
                                          ------------  ------
- --------------------------------------------------------------
- -------------

SUMMARY OF TOTAL INVESTMENTS BY
 COUNTRY -- DECEMBER 31, 1995 (UNAUDITED)
</TABLE>

<TABLE>
<CAPTION>
                                                         PERCENT
                                                 VALUE    OF NET
COUNTRY                                          (000)    ASSETS
<S>                                       <C>           <C>
- ---------------------------------------------------------
- ------------
Argentina                                 U.S.$ 14,242       11.1%
Brazil                                          65,042       51.0
Chile                                              750        0.6
Colombia                                         3,962        3.1
Mexico                                          39,686       31.1
Venezuela                                        3,961        3.1
                                          ------------    -----
                                          U.S.$127,643      100.0%
                                          ------------    -----
                                          ------------    -----
- -----------------------------------------------------------------
- -------------
</TABLE>

    The accompanying notes are an integral part of the financial statements.

                                       8
<PAGE>

<TABLE>
<CAPTION>
                                                                 YEAR ENDED
                                                              DECEMBER 31, 1995
STATEMENT OF OPERATIONS                                             (000)
<S>                                                           <C>
- -------------------------------------------------------------------------------
INVESTMENT INCOME
    Dividends...............................................     U.S.$  2,484
    Interest................................................              485
    Less: Foreign Taxes Withheld............................             (214)
- -------------------------------------------------------------------------------
      Total Income..........................................            2,755
- -------------------------------------------------------------------------------
EXPENSES
    U.S. Investment Advisory Fees...........................            1,268
    Custodian Fees..........................................              303
    U.S. Administrative Fees................................              162
    Annual Meeting and Proxy Expense........................              126
    Professional Fees.......................................              118
    Shareholder Reporting Expenses..........................               85
    Brazilian Administrative Fees...........................               74
    Amortization of Organization Costs......................               63
    Directors' Fees and Expenses............................               40
    Chilean Administrative Fees.............................               23
    Colombian Administrative Fees...........................               21
    Transfer Agent Fees.....................................               13
    Other Expenses..........................................              113
- -------------------------------------------------------------------------------
      Total Expenses........................................            2,409
- -------------------------------------------------------------------------------
        Net Investment Income...............................              346
- -------------------------------------------------------------------------------
NET REALIZED LOSS
- -------------------------------------------------------------------------------
    Investment Securities (net of foreign taxes of
     U.S.$1,237 on net realized gains)......................          (20,212)
    Foreign Currency Transactions...........................             (318)
- -------------------------------------------------------------------------------
        Net Realized Loss...................................          (20,530)
- -------------------------------------------------------------------------------
CHANGE IN UNREALIZED APPRECIATION (DEPRECIATION)
    Investments.............................................          (19,788)
    Foreign Currency Translations...........................              (31)
- -------------------------------------------------------------------------------
        Change in Unrealized Appreciation (Depreciation)....          (19,819)
- -------------------------------------------------------------------------------
Total Net Realized Loss and Change in Unrealized
 Appreciation (Depreciation)................................          (40,349)
- -------------------------------------------------------------------------------
    NET DECREASE IN NET ASSETS RESULTING FROM OPERATIONS....     U.S.$(40,003)
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
                                             YEAR ENDED          YEAR ENDED
                                          DECEMBER 31, 1994   DECEMBER 31, 1995
STATEMENT OF CHANGES IN NET ASSETS              (000)               (000)
<S>                                       <C>                 <C>
- -------------------------------------------------------------------------------
INCREASE (DECREASE) IN NET ASSETS
Operations:
    Net Investment Income (Loss)........    U.S.$ (1,446)        U.S.$   346
    Net Realized Gain (Loss)............          37,694             (20,530)
    Change in Unrealized Appreciation
     (Depreciation).....................         (39,909)            (19,819)
- -------------------------------------------------------------------------------
    Net Decrease in Net Assets Resulting
     from Operations....................          (3,661)            (40,003)
- -------------------------------------------------------------------------------
Distributions:
    Net Investment Income...............             (11)           --
    Net Realized Gain...................         (45,034)             (3,645)
    In Excess of Net Realized Gain......        --                      (119)
- -------------------------------------------------------------------------------
    Total Distributions.................         (45,045)             (3,764)
- -------------------------------------------------------------------------------
Capital Share Transactions:
    Common Stock Issued through Rights
     Offering (3,100,000 shares)........        --                    27,075
    Reinvestment of Distributions
     (147,990 and 632,902 shares,
     respectively)......................           3,631               9,495
    Offering Costs on Rights Offering...        --                      (460)
- -------------------------------------------------------------------------------
    Net Increase from Capital Share
     Transactions.......................           3,631              36,110
- -------------------------------------------------------------------------------
    Total Decrease......................         (45,075)             (7,657)
Net Assets:
    Beginning of Year...................         180,348             135,273
- -------------------------------------------------------------------------------
    End of Year (including accumulated
     net investment loss of U.S.$472
     and U.S.$678, respectively)........    U.S.$135,273        U.S.$127,616
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
</TABLE>

    The accompanying notes are an integral part of the financial statements.

                                       9
<PAGE>
STATEMENT OF NET ASSETS
- ---------

DECEMBER 31, 1995
<TABLE>
<CAPTION>
                                                               VALUE
                                         SHARES                (000)
<S>                                  <C>               <C>
- ---------------------------------------------------------
- ------------
COMMON STOCKS (94.8%)
(Unless otherwise noted)
- -----------------------------------------------------------------
- -------------
ARGENTINA (11.1%)
BANKING
  Banco Del Suquia                           637,933   U.S.$    861
  Banco Frances ADS                           27,439            737
  Banco de Galicia ADR                        31,810            656
                                                       -------------
                                                              2,254
                                                       -------------
BEVERAGES & TOBACCO
  Quilmes                                     73,825          1,152
                                                       -------------
ENERGY SOURCES
  #Capex ADR                                 159,940          2,339
                                                       -------------
TELECOMMUNICATIONS
  **+Argentine Cellular
   Communications                            454,000          2,066
  Telecom Argentina S.A. ADR                  31,270          1,489
  Telefonica de Argentina S.A. ADR           180,360          4,915
                                                       -------------
                                                              8,470
                                                       -------------
                                                             14,215
                                                       -------------
- -----------------------------------------------------------------
- ------------
BRAZIL (50.8%)
APPLIANCES & HOUSEHOLD DURABLES
  //Continental 2001 (Preferred)          27,667,000            342
  //Multibras (Preferred)                    501,000            371
  Refripar                                33,267,000             58
  //Refripar (Preferred)                 340,097,277            679
                                                       -------------
                                                              1,450
                                                       -------------
BANKING
  //Banco Bradesco (Preferred)           535,630,524          4,685
  ***+Banco Bradesco (Rights)             15,967,915             26
  //+Banco do Brasil (Preferred)         163,122,000          1,846
  //Banco Itau (Preferred)                 8,758,100          2,442
  //**Banco Nacional (Preferred)          95,420,000            196
                                                       -------------
                                                              9,195
                                                       -------------
BEVERAGES & TOBACCO
  //Brahma (Preferred)                    15,453,946          6,361
                                                       -------------
CHEMICALS
  #Rhodia-Ster ADS                            46,605            419
                                                       -------------
ENERGY SOURCES
  //Petrobras (Preferred)                 26,723,000          2,282
                                                       -------------
FOOD & HOUSEHOLD PRODUCTS
  //+Dixie Toga (Preferred)                1,235,000          1,080
  //+Dixie Toga (Preferred
   Receipts)                                 147,697            129
                                                       -------------
                                                              1,209
                                                       -------------
MACHINERY & ENGINEERING
  //WEG (Preferred)                        2,586,000          1,064
                                                       -------------
MERCHANDISING
  #+Cia Brasileira ADR                       113,915          1,139
  //Lojas Americanas (Preferred)             159,383             22
  +Lojas Arapua GDR                           26,763            227
  //Lojas Renner (Preferred)              63,471,000          1,698
                                                       -------------
                                                              3,086
                                                       -------------
METALS -- NON-FERROUS
  //CVRD (Preferred)                      12,255,000          2,018
                                                       -------------
METALS -- STEEL
  Acesita                                151,130,000            715
                                                       -------------
MULTI-INDUSTRY
  //Itausa Investimentos Itau
   (Preferred)                             1,150,000            627
                                                       -------------
- -----------------------------------------------------------------
- ------------

<CAPTION>
                                                               VALUE
                                         SHARES                (000)
<S>                                  <C>               <C>

- ---------------------------------------------------------
- ------------

TELECOMMUNICATIONS
  Telebras                                28,613,000   U.S.$  1,107
  Telebras (Preferred) ADR                   135,655          6,427
  //Telebras (Preferred)                 180,017,740          8,668
  Telesp                                   4,271,000            618
  //Telesp (Preferred)                     4,375,800            644
                                                       -------------
                                                             17,464
                                                       -------------
TEXTILES & APPAREL
  //Coteminas (Preferred)                  4,037,000          1,350
                                                       -------------
UTILITIES -- ELECTRICAL & GAS
  //+CELESC 'B' (Preferred)                1,179,000            570
  Cemig (Preferred) ADR                       16,820            372
  //Cemig (Preferred)                     12,893,000            285
  #Cemig (Preferred) GDR                      72,655          1,607
  //CPFL (Preferred)                      61,555,000          1,647
  Eletrobras                              32,330,000          8,749
  Eletrobras (Preferred) ADR                   8,925            121
  //Eletrobras 'B' (Preferred)            10,926,000          2,957
  Light                                    3,990,000          1,277
                                                       -------------
                                                             17,585
                                                       -------------
                                                             64,825
                                                       -------------
- -----------------------------------------------------------------
- ------------
COLOMBIA (1.7%)
BANKING
  Banco de Colombia                        5,916,396          2,144
                                                       -------------
MULTI-INDUSTRY
  Corfivalle                                       2             --
                                                       -------------
                                                              2,144
                                                       -------------
- -----------------------------------------------------------------
- ------------
MEXICO (31.1%)
BANKING
  G. Banacci 'B'                           1,642,880          2,758
  G. Banacci 'L'                             581,066            865
  #G. Bancomer ADR                           948,565          5,514
  +G. Bancomer 'B'                           398,700            111
  +G. Bancomer 'L'                            78,703             21
                                                       -------------
                                                              9,269
                                                       -------------
BEVERAGES & TOBACCO
  FEMSA 'B'                                2,431,300          5,479
  Panamco 'A'                                 67,355          2,155
                                                       -------------
                                                              7,634
                                                       -------------
BROADCASTING & PUBLISHING
  G. Televisa ADR                            119,290          2,684
                                                       -------------
BUILDING MATERIALS & COMPONENTS
  Apasco                                     650,480          2,671
  Cemex CPO                                1,333,672          4,402
  #+Cemex CPO ADR                            144,732            955
                                                       -------------
                                                              8,028
                                                       -------------
CONSTRUCTION & HOUSING
  Empresas ICA ADR                           196,105          2,010
                                                       -------------
FOREST PRODUCTS & PAPER
  Kimberly Clark de Mexico 'A'                93,000          1,407
                                                       -------------
MERCHANDISING
  +Cifra 'B'                               1,135,000          1,183
                                                       -------------
MULTI-INDUSTRY
  Alfa `A'                                   103,480          1,330
  #+G. Carso ADR                              56,800            606
                                                       -------------
                                                              1,936
                                                       -------------
RECREATION, OTHER CONSUMER GOODS
  +G. Mexicano de Videos 'B' ADR              40,000             20
                                                       -------------
TELECOMMUNICATIONS
  Telmex 'L' ADR                             172,040          5,484
                                                       -------------
                                                             39,655
                                                       -------------
- -----------------------------------------------------------------
- ------------
</TABLE>

    The accompanying notes are an integral part of the financial statements.

                                       10
<PAGE>
<TABLE>
<CAPTION>
                                                               VALUE
                                         SHARES                (000)
<S>                                  <C>               <C>

- ---------------------------------------------------------
- ------------
PERU (0.0%)
METALS -- NON-FERROUS
  Minas Buenaventura 'C'                           3   U.S.$     --
                                                       -------------
- -----------------------------------------------------------------
- ------------
VENEZUELA (0.1%)
UTILITIES -- ELECTRICAL & GAS
  Electricidad de Caracas                    261,103            209
                                                       -------------
- -----------------------------------------------------------------
- ------------
TOTAL COMMON STOCKS
  (Cost U.S. $125,983)                                      121,048
                                                       -------------
- -----------------------------------------------------------------
- ------------
</TABLE>
<TABLE>
<CAPTION>
                                          FACE
                                         AMOUNT
                                          (000)
<S>                                  <C>               <C>
- ---------------------------------------------------------
- ------------
DEBT INSTRUMENTS (4.3%)
- ---------------------------------------------------------
- ------------
COLOMBIA (1.4%)
BANKING
  #Banco de Colombia (Convertible)
   5.20%, 2/1/99                     U.S.$     2,310          1,755
                                                       -------------
- -----------------------------------------------------------------
- -------------
VENEZUELA (2.9%)
BONDS
  +++Republic of Venezuela Debt
   Conversion Bond 'DL' 6.5625%,
   12/18/07                                    6,750          3,721
                                                       -------------
- -----------------------------------------------------------------
- -------------
TOTAL DEBT INSTRUMENTS
  (Cost U.S. $5,834)                                          5,476
                                                       -------------
- -----------------------------------------------------------------
- ------------

<CAPTION>
                                         SHARES
<S>                                  <C>               <C>
- ---------------------------------------------------------
- ------------
SHORT-TERM INVESTMENTS (0.6%)
- -----------------------------------------------------------------
- -------------
CHILE (0.6%)
INVESTMENT COMPANIES
  +Financiero Mutual Fund                      2,292             38
                                                       -------------
</TABLE>

- -----------------------------------------------------------------
<TABLE>
<CAPTION>
                                          FACE
                                         AMOUNT
                                          (000)
<S>                                  <C>               <C>
- ---------------------------------------------------------
- ------------
TIME DEPOSIT
  DPR Security 6.55%, 2/13/96           CLP  285,000            712
                                                       -------------
- -----------------------------------------------------------------
- -------------
TOTAL SHORT-TERM INVESTMENTS
  (Cost U.S. $738)                                              750
                                                       -------------
- -----------------------------------------------------------------
- -------------
FOREIGN CURRENCY ON DEPOSIT
   WITH CUSTODIAN (0.3%)
  Argentine Peso                         ARP      27             27
  Brazilian Real                         BRC     211            217
  Chilean Peso                           CLP     147             --
  Colombian Peso                         COP  62,725             63
  Mexican Peso                            MXP    235             31
  Venezuelan Bolivar                     VEB   8,965             31
                                                       -------------
  (Cost U.S. $403)                                              369
                                                       -------------
- -----------------------------------------------------------------
- -------------
TOTAL INVESTMENTS (100.0%)
  (Cost U.S. $132,958)                                 U.S.$127,643
                                                       -------------
- -----------------------------------------------------------------
- ------------

<CAPTION>
                                         AMOUNT               AMOUNT
                                          (000)                (000)
<S>                                  <C>               <C>
- ---------------------------------------------------------
- ------------
OTHER ASSETS (1.2%)
  Cash                               U.S.$        33
  Receivable for Investments Sold                898
  Dividends Receivable                           372
  Deferred Organization Costs                     96
  Interest Receivable                             71
  Foreign Withholding Tax Reclaim
   Receivable                                     15
  Other Assets                                    37   U.S.$  1,522
                                     ---------------   -------------
- -----------------------------------------------------------------
- -------------
LIABILITIES (-1.2%)
  Payable For:
    Chilean Taxes                               (634)
    Investments Purchased                       (499)
    Investment Advisory Fees                    (120)
    Offering Costs                               (91)
    Professional Fees                            (66)
    Administrative Fees                          (46)
    Custodian Fees                               (39)
    Shareholder Reporting Expenses               (37)
    Directors' Fees and Expenses                 (10)
  Other Liabilities                               (7)        (1,549)
                                     ---------------   -------------
- -----------------------------------------------------------------
- -------------
NET ASSETS (100%)
  Applicable to 11,617,984 issued and outstanding
   U.S. $.01 par value shares (100,000,000 shares
   authorized)                                         U.S.$127,616
                                                       -------------
- -----------------------------------------------------------------
- -------------
NET ASSET VALUE PER SHARE                               U.S.$ 10.98
                                                       -------------
- -----------------------------------------------------------------
- -------------
AT DECEMBER 31, 1995, NET ASSETS CONSISTED OF:
</TABLE>

- -----------------------------------------------------------------

<TABLE>
<S>                                  <C>               <C>
  Common Stock                                         U.S.$    116
  Capital Surplus                                           152,702
  Accumulated Net Investment Loss                              (678)
  Accumulated Net Realized Loss                             (19,196)
  Unrealized Depreciation on Investments and Foreign
   Currency Translations (net of accrual for foreign
   tax of U.S.$6 on unrealized appreciation)                 (5,328)
- -----------------------------------------------------------------
- ------------
TOTAL NET ASSETS                                       U.S.$127,616
                                                       -------------
- -----------------------------------------------------------------
- ------------
+   -- Non-income producing
+++ -- Variable/floating rate security -- rate disclosed is as of
       December 31, 1995.
//   -- Non-voting stock
**  -- Security valued at fair value -- see note A-1 to financial
       statements.
*** -- Security valued at fair value as determined based on the
       market value of the underlying security less subscription
       costs.
#  -- 144A security -- certain conditions for public sale may exist.
ADR -- American Depositary Receipt
ADS -- American Depositary Shares
GDR -- Global Depositary Receipt
</TABLE>

<TABLE>
<S>   <C>                        <C>
- ---------------------------------------------------------------
- -------------
DECEMBER 31, 1995 EXCHANGE RATES:
- ---------------------------------------------------------
- ------------
ARP   Argentine Peso                          1.000 = U.S.$1.00
BRC   Brazilian Real                          0.972 = U.S.$1.00
CLP   Chilean Peso                          406.250 = U.S.$1.00
COP   Colombian Peso                        990.750 = U.S.$1.00
MXP   Mexican Peso                            7.695 = U.S.$1.00
VEB   Venezuelan Bolivar                    289.625 = U.S.$1.00
- ---------------------------------------------------------------
- ------------
</TABLE>

    The accompanying notes are an integral part of the financial statements.

                                       11
<PAGE>
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1995

- ----------

The  Latin  American  Discovery  Fund, Inc.  (the  "Fund")  was  incorporated on
November 12, 1991 and is registered as a non-diversified, closed-end  management
investment  company under  the Investment Company  Act of 1940,  as amended. The
Fund's  investment   objective  is   long-term  capital   appreciation   through
investments primarily in equity securities.
A.    The  following  significant accounting  policies  are  in  conformity with
generally accepted accounting principles for investment companies. Such policies
are consistently  followed by  the  Fund in  the  preparation of  its  financial
statements.  Generally accepted accounting principles  may require management to
make estimates and assumptions that affect the reported amounts and  disclosures
in the financial statements. Actual results may differ from those estimates.
1.  SECURITY    VALUATION:        In   valuing    the    Fund's    assets,   all
    listed securities, including purchased options, for which market  quotations
    are  readily available are valued  at the last sales  price on the valuation
    date, or if there was no sale on such date, at the mean between the  current
    bid  and  asked prices.  Securities  which are  traded  over-the-counter are
    valued at the average of the mean  of current bid and asked prices  obtained
    from  reputable  brokers.  All  non-equity  securities  as  to  which market
    quotations  are  readily  available  are  valued  at  their  market  values.
    Short-term  securities  which  mature  in  60 days  or  less  are  valued at
    amortized cost. All other securities and assets for which market values  are
    not   readily  available   (including  investments  which   are  subject  to
    limitations as to their sale) are valued at fair value as determined in good
    faith  by  the  Board  of  Directors  ("the  Board"),  although  the  actual
    calculations may be done by others.
2.  TAXES:  It is the Fund's intention to continue to
qualify  as a  regulated investment  company and  distribute all  of its taxable
    income. Accordingly, no provision for U.S. Federal income taxes is  required
    in the financial statements.
    The  Fund may be subject to taxes  imposed by countries in which it invests.
    Such taxes are  generally based  on income  and/or capital  gains earned  or
    repatriated.  Taxes are  accrued and applied  to net  investment income, net
    realized gains and net unrealized  appreciation as such income and/or  gains
    are earned.

    Capital  surplus,  accumulated  net  investment  loss  and  accumulated  net
    realized loss  have been  adjusted for  current and  prior period  permanent
    book-tax  differences.  Current  period adjustments  arose  principally from
    differing  book-tax  treatments  for  foreign  currency  transactions,   net
    operating  losses, foreign taxes on net  realized gains and gains on certain
    securities  of  corporations  designated  as  "passive  foreign   investment
    companies".

3.  REPURCHASE AGREEMENTS:  In connection with
transactions  in repurchase agreements,  a bank as custodian  for the Fund takes
    possession of  the  underlying securities,  the  value of  which  equals  or
    exceeds  the  principal  amount  of  the  repurchase  transaction, including
    accrued interest. To the extent that any repurchase transaction exceeds  one
    business  day, the  value of the  collateral is marked-to-market  on a daily
    basis to  determine the  adequacy  of the  collateral.  To the  extent  that
    proceeds  from  the sale  of  the underlying  securities  are less  than the
    repurchase price under  the agreement,  the Fund may  incur a  loss. In  the
    event  of default on the obligation to repurchase, the Fund has the right to
    liquidate the  collateral and  apply  the proceeds  in satisfaction  of  the
    obligation.  In the event of default or bankruptcy by the other party to the
    agreement, realization and/or retention of the collateral or proceeds may be
    subject to legal proceedings.
4.  FOREIGN CURRENCY TRANSLATION:  The books and
    records of the Fund are maintained in U.S. dollars. Foreign currency amounts
    are translated into U.S. dollars at the mean of the bid and asked prices  of
    such currencies against U.S. dollars last quoted by a major bank as follows:
      -  investments,  other assets and  liabilities at the  prevailing rates of
         exchange on the valuation date;
      -  investment transactions and investment  income at the prevailing  rates
         of exchange on the dates of such transactions.
    Although  the net assets of  the Fund are presented  at the foreign exchange
    rates and  market values  at the  close of  the period,  the Fund  does  not
    isolate  that portion of  the results of  operations arising as  a result of
    changes in the  foreign exchange  rates from the  fluctuations arising  from
    changes  in  the  market  prices  of  the  securities  held  at  period end.
    Similarly, the  Fund does  not  isolate the  effect  of changes  in  foreign
    exchange  rates from  the fluctuations  arising from  changes in  the market
    prices of  securities  sold during  the  period. Accordingly,  realized  and
    unrealized  foreign currency gains (losses) are included in the reported net
    realized and  unrealized  gains  (losses)  on  investment  transactions  and
    balances.

                                       12
<PAGE>
    Net  realized gains (losses) on  foreign currency transactions represent net
    foreign exchange gains (losses) from sales and maturities of forward foreign
    currency contracts,  disposition of  foreign currencies,  currency gains  or
    losses  realized  between  the  trade  and  settlement  dates  on securities
    transactions, and the difference between the amount of investment income and
    foreign withholding taxes recorded on the  Fund's books and the U.S.  dollar
    equivalent  amounts actually received or paid. Net unrealized currency gains
    (losses) from valuing foreign currency denominated assets and liabilities at
    period end  exchange  rates  are  reflected as  a  component  of  unrealized
    appreciation  (depreciation) in the  Statement of Net  Assets. The change in
    unrealized currency  gains  (losses) for  the  period is  reflected  in  the
    Statement of Operations.
5.  FORWARD FOREIGN CURRENCY CONTRACTS:  The Fund
    may  enter into forward foreign currency contracts to protect securities and
    related receivables and payables against changes in future foreign  exchange
    rates.  A  forward foreign  currency contract  is  an agreement  between two
    parties to buy or sell currency at a set price on a future date. The  market
    value  of  the contract  will fluctuate  with  changes in  currency exchange
    rates. The contract is marked-to-market daily and the change in market value
    is recorded  by  the Fund  as  unrealized gain  or  loss. The  Fund  records
    realized gains or losses when the contract is closed 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.  Risk may arise upon  entering into these contracts
    from the potential inability  of counterparties to meet  the terms of  their
    contracts  and is generally limited to the  amount of unrealized gain on the
    contracts, if  any,  at the  date  of default.  Risks  may also  arise  from
    unanticipated  movements in the value of  a foreign currency relative to the
    U.S. dollar.
6.  PURCHASED OPTIONS:  The Fund may purchase
options on listed securities or securities that are traded over the counter.  In
    purchasing  a  call (put)  option, the  Fund  will seek  to benefit  from an
    increase (decline) in the market price of the underlying security. Risks may
    arise in the event of default by the counterparty or unanticipated movements
    in the  market  price  of  the underlying  security,  however,  the  maximum
    exposure  to  loss  for  any  purchased option  is  limited  to  the premium
    initially paid for the option. Realized gains or losses on purchased options
    are included  with net  gain  (loss) on  securities  sold in  the  financial
    statements.
7.  OTHER:  Security transactions are accounted for on
    the  date the securities are purchased or sold. Realized gains and losses on
    the sale of investment securities are determined on the specific  identified
    cost  basis. Interest  income is recognized  on the  accrual basis. Dividend
    income is recorded on the  ex-dividend date (except certain dividends  which
    may  be recorded as  soon as the Fund  is informed of  such dividend) net of
    applicable withholding taxes where recovery of such taxes is not  reasonably
    assured.  Distributions to shareholders are  recorded on the ex-date. Income
    distributions and capital  gain distributions are  determined in  accordance
    with  U.S. Federal  income tax regulations  which may  differ from generally
    accepted accounting principles. These differences are principally due to the
    timing of  the  recognition of  losses  on  securities, the  timing  of  the
    deductibility  of certain foreign taxes  and permanent differences described
    in note A-2.

B.  Morgan  Stanley Asset  Management Inc. (the  "Adviser") provides  investment
advisory  services  to  the  Fund  under the  terms  of  an  Investment Advisory
Agreement (the "Agreement"). Under the Agreement, the U.S. Adviser is paid a fee
computed weekly and payable monthly  at the annual rate  of 1.15% of the  Fund's
average weekly net assets.

C.   Effective September  1, 1995, The  Chase Manhattan Bank,  N.A., through its
affiliate Chase Global Funds  Services Company (the "Administrator"),  (formerly
Mutual  Funds Service  Company, a wholly  owned subsidiary of  the United States
Trust Company of New York), provides  administrative services to the Fund  under
an   Administration   Agreement.   Under  the   Administration   Agreement,  the
Administrator is paid  a fee computed  weekly and payable  monthly at an  annual
rate of .08% of the Fund's average weekly net assets, plus $65,000 per annum. In
addition,   the  Fund  is  charged  certain   out  of  pocket  expenses  by  the
Administrator. Effective September 1, 1995, The Chase Manhattan Bank, N.A.  acts
as custodian for the Fund's assets held in the United States. Prior to September
1,  1995, Mutual Funds  Service Company and  United States Trust  Company of New
York provided administrative and custodian  services, respectively, to the  Fund
under the same terms, conditions and fees as stated above.

D.   Unibanco-Uniao de  Bancos Brasileiros S.A.  (the "Brazilian Administrator")
provides  administrative  services   to  the   Fund  under  the   terms  of   an
Administration  Agreement and is paid a  fee computed weekly and payable monthly
at an annual rate of .125% of  the Fund's average weekly net assets invested  in
Brazil.  Bice Chileconsult Agente de  Valores S.A. (the "Chilean Administrator")
provides administrative  services to  the Fund  under the  terms of  a  separate
Administration Agreement and is paid an

                                       13
<PAGE>
annual  fee, computed weekly and payable monthly equal to the greater of .25% of
the Fund's average  weekly net assets  invested in Chile  or $20,000.  Cititrust
S.A.  (the "Colombian  Administrator") provides  administrative services  to the
Fund and is paid a fee computed weekly and payable monthly at an annual rate  of
$7,000 plus .25% of the Fund's average weekly net assets in excess of $2,800,000
invested in Colombia, up to $45,000 per annum.

E.   Morgan Stanley Trust Company  (the "International Custodian"), an affiliate
of the Adviser, acts as custodian for the Fund's assets held outside the  United
States  in accordance with a Custody Agreement. Custody fees are payable monthly
based on assets under custody, investment  purchase and sales activity, plus  an
account  maintenance fee, plus reimbursement for certain out-of-pocket expenses.
Investment transaction fees vary by country  and security type. During the  year
ended  December 31, 1995, the Fund incurred  custodian fees of $297,000 with the
International Custodian,  of  which $38,000  was  payable to  the  International
Custodian  at December 31,  1995. In addition,  for the year  ended December 31,
1995, the  Fund has  earned  interest income  of  $5,000 and  incurred  interest
expense of $60,000, on balances with the International Custodian.

F.   During the year ended December 31,  1995, the Fund made purchases and sales
totaling $143,566,000 and $136,838,000,  respectively, of investment  securities
other  than  long-term U.S.  Government securities  and short  term investments.
There were no purchases or sales of long-term U.S. Government securities. During
the year ended December  31, 1995, the  Fund placed a  portion of its  portfolio
transactions  with  affiliated  broker/dealers. Accordingly,  the  Fund incurred
brokerage commissions  of $6,000  with  Morgan Stanley  & Co.  Incorporated,  an
affiliate of the U.S. Adviser, for the year ended December 31, 1995.

At  December 31, 1995, the U.S. Federal  income tax cost basis of securities was
$134,024,000 and  accordingly,  net  unrealized depreciation  for  U.S.  Federal
income  tax purposes was $6,750,000, of  which $8,848,000 related to appreciated
securities and $15,598,000  related to depreciated  securities. At December  31,
1995,  the Fund  had a  capital loss  carryforward for  U.S. Federal  income tax
purposes of approximately $17,727,000 available  to offset future capital  gains
which  will expire on  December 31, 2003.  To the extent  that capital gains are
offset, such gains will not be  distributed to shareholders. For the year  ended
December 31, 1995, the Fund expects to defer to January 1, 1996 for U.S. Federal
income tax purposes, post-October currency losses of $38,000.

G.    In  connection  with  its  organization  the  Fund  incurred  $308,000  of
organization  costs.  The   organization  costs   are  being   amortized  on   a
straight-line  basis over a five  year period beginning June  23, 1992, the date
the Fund commenced operations.

H.  The Fund issued to its shareholders of record as of the close of business on
September 12, 1995 transferable  rights to subscribe for  up to an aggregate  of
3,100,000  shares of Common Stock of  the Fund at a rate  of one share of Common
Stock for three Rights held at the subscription price of $9.00 per share. During
September and  October 1995,  the Fund  issued, in  total, 3,100,000  shares  of
Common  Stock on exercise of such Rights. Rights offering costs of $460,000 were
charged directly against the proceeds of the Offering. The Fund was advised that
Morgan  Stanley  &  Co.  Incorporated  received  commissions  of  $825,000   and
reimbursement  of its expenses of $100,000  in connection with its participation
in the Rights Offering.

I.  At December 31, 1995, a significant portion of the Fund's net assets consist
of securities  denominated in  Latin American  currencies. Changes  in  currency
exchange  rates  will  affect  the  value of  and  investment  income  from such
securities. Latin  American  securities  are  often  subject  to  greater  price
volatility,  limited capitalization and liquidity, and higher rates of inflation
than securities of  companies based  in the  United States.  In addition,  Latin
American  securities may be  subject to substantial  governmental involvement in
the economy and greater social, economic and political uncertainty.

J.  Each Director of the Fund who is not an officer of the Fund or an affiliated
person as defined  under the  Investment Company Act  of 1940,  as amended,  may
elect  to participate in the Directors' Deferred Compensation Plan (the "Plan").
Under the Plan, such  Directors may elect  to defer payment  of a percentage  of
their  total fees earned as a Director  of the Fund. These deferred portions are
treated, based on an election by the  Director, as if they were either  invested
in  the Fund's shares or  invested in U.S. Treasury  Bills, as defined under the
Plan. The deferred fees  payable under the Plan,  at December 31, 1995,  totaled
$6,000  and are  included in  Payable for  Directors' Fees  and Expenses  on the
Statement of Net Assets.

                                       14
<PAGE>
             SUMMARY OF QUARTERLY RESULTS OF OPERATIONS (UNAUDITED)
<TABLE>
<CAPTION>
                                      U.S. AMOUNTS IN THOUSANDS EXCEPT PER SHARE AMOUNTS
                                                      THREE MONTHS ENDED
- ------------------------------------------------------------------------------------------------------------------------------
                                               MARCH 31,             JUNE 30,           SEPTEMBER 30,         DECEMBER 31,
                                                 1995                  1995                  1995                 1995
                                          -------------------   -------------------   ------------------   -------------------
                                           TOTAL    PER SHARE    TOTAL    PER SHARE    TOTAL   PER SHARE    TOTAL    PER SHARE
                                          --------  ---------   --------  ---------   -------  ---------   --------  ---------
<S>                                       <C>       <C>         <C>       <C>         <C>      <C>         <C>       <C>
Investment Income.......................  $    591   $    0.06  $    797   $    0.09  $   474   $    0.03  $    893   $    0.10
Net Investment Income (Loss)............  $   (241)  $   (0.02) $    136   $    0.02  $  (140)  $   (0.01) $    591   $    0.06
Net Realized Gain (Loss) and Change in
 Unrealized Appreciation
 (Depreciation).........................  $(55,403)  $   (6.70) $ 13,433   $    1.59  $10,452   $    1.26  $ (8,831)  $   (0.78)
Net Increase (Decrease) in Net Assets
 Resulting from Operations..............  $(55,644)  $   (6.72) $ 13,569   $    1.61  $10,312   $    1.25  $ (8,240)  $   (0.72)

<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------
                                               MARCH 31,             JUNE 30,           SEPTEMBER 30,         DECEMBER 31,
                                                 1994                  1994                  1994                 1994
                                          -------------------   -------------------   ------------------   -------------------
                                           TOTAL    PER SHARE    TOTAL    PER SHARE    TOTAL   PER SHARE    TOTAL    PER SHARE
                                          --------  ---------   --------  ---------   -------  ---------   --------  ---------
<S>                                       <C>       <C>         <C>       <C>         <C>      <C>         <C>       <C>
Investment Income.......................  $    677   $    0.09  $  1,039   $    0.13  $   450   $    0.06  $    441   $    0.06
Net Investment Income (Loss)............  $   (318)  $   (0.04) $    124   $    0.02  $  (547)  $   (0.07) $   (705)  $   (0.09)
Net Realized Gain (Loss) and Change in
 Unrealized Appreciation................  $ 18,466   $    2.36  $(29,275)  $   (3.71) $58,991   $    7.48  $(50,397)  $   (6.38)
Net Increase (Decrease) in Net Assets
 Resulting from Operations..............  $ 18,148   $    2.32  $(29,151)  $   (3.69) $58,444   $    7.41  $(51,102)  $   (6.47)
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------
</TABLE>

- --------------------------------------------------------------------------------

FEDERAL TAX INFORMATION (UNAUDITED):
For the  year  ended  December  31, 1995,  the  Fund  designates  $3,764,000  as
long-term capital gain dividend.

                                       15
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS

- -------------

To the Shareholders and Board of Directors of
The Latin American Discovery Fund, Inc.

In  our  opinion,  the accompanying  statement  of  net assets  and  the related
statements of  operations  and  of  changes in  net  assets  and  the  financial
highlights  present fairly, in all material  respects, the financial position of
The Latin American Discovery Fund, Inc.  (the "Fund") at December 31, 1995,  the
results of its operations for the year then ended, the changes in its net assets
for  each of the two years in the period then ended and the financial highlights
for each of the three years in the period then ended and for the period June 23,
1992 (commencement of operations) through December 31, 1992, in conformity  with
generally   accepted  accounting  principles.  These  financial  statements  and
financial highlights (hereafter referred to  as "financial statements") are  the
responsibility  of the  Fund's management; our  responsibility is  to express an
opinion on these  financial statements  based on  our audits.  We conducted  our
audits  of  these financial  statements  in accordance  with  generally accepted
auditing standards which require  that we plan and  perform the audit to  obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the  amounts  and  disclosures  in  the  financial  statements,  assessing   the
accounting  principles used  and significant  estimates made  by management, and
evaluating the overall  financial statement  presentation. We  believe that  our
audits,  which  included confirmation  of securities  at  December 31,  1995, by
correspondence  with  the  custodians  and  brokers,  and  the  application   of
alternative  auditing  procedures  where  confirmations  from  brokers  were not
received, provide a reasonable basis for the opinion expressed above.

PRICE WATERHOUSE LLP

1177 Avenue of the Americas
New York, New York 10036

February 9, 1996

                                       16
<PAGE>
DIVIDEND REINVESTMENT AND CASH PURCHASE PLAN

    Pursuant  to the Dividend Reinvestment and  Cash Purchase Plan (the "Plan"),
each shareholder will be deemed to have elected, unless The First National  Bank
of  Boston  (the "Plan  Agent") is  otherwise instructed  by the  shareholder in
writing, to  have all  distributions automatically  reinvested in  Fund  shares.
Participants  in the  Plan have the  option of making  additional voluntary cash
payments to the Plan  Agent, annually, in  any amount from  $100 to $3,000,  for
investment in Fund shares.
    Dividend   and  capital  gain  distributions   will  be  reinvested  on  the
reinvestment date in full and fractional  shares. If the market price per  share
equals  or exceeds net asset value per  share on the reinvestment date, the Fund
will issue shares to participants at net asset value. If net asset value is less
than 95% of the market price on the reinvestment date, shares will be issued  at
95%  of the  market price. If  net asset value  exceeds the market  price on the
reinvestment date, participants will receive shares valued at market price.  The
Fund  may purchase shares of  its Common Stock in  the open market in connection
with dividend  reinvestment  requirements at  the  discretion of  the  Board  of
Directors.  Should  the Fund  declare a  dividend  or capital  gain distribution
payable only in cash, the Plan Agent will purchase Fund shares for  participants
in the open market as agent for the participants.
    The  Plan Agent's fees  for the reinvestment  of dividends and distributions
will be paid by the Fund. However, each participant's account will be charged  a
pro  rata share of  brokerage commissions incurred on  any open market purchases
effected on such  participant's behalf.  A participant will  also pay  brokerage
commissions  incurred  on purchases  made by  voluntary cash  payments. Although
shareholders in the Plan may receive no cash distributions, participation in the
Plan will not relieve  participants of any  income tax which  may be payable  on
such dividends or distributions.
    In  the case of shareholders, such as banks, brokers or nominees, which hold
shares for others who are the beneficial owners, the Plan Agent will  administer
the Plan on the basis of the number of shares certified from time to time by the
shareholder  as representing  the total  amount registered  in the shareholder's
name and held for the account of beneficial owners who are participating in  the
Plan.
    Shareholders  who do not wish to have distributions automatically reinvested
should  notify  the   Plan  Agent   in  writing.   There  is   no  penalty   for
non-participation  or  withdrawal  from  the  Plan,  and  shareholders  who have
previously withdrawn  from  the  Plan  may rejoin  at  any  time.  Requests  for
additional  information  or any  correspondence  concerning the  Plan  should be
directed to the Plan Agent at:

                        The Latin American Discovery Fund, Inc.
                        The First National Bank of Boston
                        Dividend Reinvestment and Cash Purchase Plan
                        Mail Stop 45-01-06
                        P.O. Box 1681
                        Boston, MA 02105-1681
                        1-800-442-2001

                                       17


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