MERRILL LYNCH DRAGON FUND INC
N-30B-2, 1994-11-07
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MERRILL
LYNCH
DRAGON 
FUND, INC.



FUND LOGO



Quarterly Report   September 30, 1994



Investing in emerging market securities involves a number
of risk factors and special considerations, including
restrictions on foreign investments and on repatriation
of capital invested in emerging markets, currency
fluctuations, and potential price volatility and less
liquidity of securities traded in emerging markets. In
addition, there may be less publicly available information
about the issuers of securities, and such issuers may not
be subject to accounting, auditing and financial reporting
standards and requirements comparable to those to which
US companies are subject. Therefore, the Fund is designed
as a long-term investment for investors capable of
assuming the risks of investing in emerging markets. The
Fund should be considered as a vehicle for diversification
and not as a complete investment program. Please refer
to the prospectus for details.





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

Merrill Lynch
Dragon Fund, Inc.
Box 9011
Princeton, NJ 08543-9011
<PAGE>


MERRILL LYNCH DRAGON FUND, INC.


IMAGE MATERIAL APPEARS HERE.
SEE APPENDIX GRAPHIC AND IMAGE MATERIALS ITEM 1.



DEAR SHAREHOLDER

During the September quarter, the
"dragon" stock markets rebounded
from the corrections experienced
during the first half of 1994. Investors'
focus largely shifted away from macro-
economic concerns to corporate earn-
ings results, although concerns still
persist that higher US interest rates
will prove troublesome for the emerg-
ing Asian economies. As a result, the
stock markets in which Merrill Lynch
Dragon Fund, Inc. invests have
recovered from the lows reached
earlier this year, but have not yet
regained the highs achieved in 1993.

The total returns of the Fund's
Class A and Class B Shares for the
quarter ended September 30, 1994
reflected the general improvement in
the emerging Asian markets, appreci-
ating 11.68% and 11.49%, respectively.
(Results do not include sales charges,
which would lower returns. Complete
performance information, including
average annual total returns, can be
found on pages 4 and 5 of this report
to shareholders.)
<PAGE>
Investment Activities
Although Hong Kong continues as our
largest single stock market commit-
ment at 28.9% of net assets, this is
an underweighted exposure. There is
continued uncertainty in Hong Kong
regarding higher interest rates. The
Hong Kong economy is among the
most sensitive in Asia to US interest
rates, since the value of the Hong
Kong currency is pegged to the US
dollar. Another factor contributing to
our somewhat cautious outlook in
Hong Kong is the price weakness of
its real estate market which, follow-
ing its recent 10% decline, appears
likely to be flat for the next 12 months.
In addition, interim corporate earn-
ings results generally have been dis-
appointing, with clear evidence that
the rate of corporate earnings growth
is losing momentum.

Another source of concern for Hong
Kong is the contraction in economic
growth of the People's Republic of
China. Despite the austerity measures
implemented to combat runaway
inflation, recently announced data
show that Chinese inflation is not
under control. For example, food
prices continue to climb because of
shortages caused by widespread
flooding as well as higher government-
mandated prices to subsidize farmers
for growing certain foodstuffs. Fur-
thermore, it appears that the Chinese
government wants to stop real estate
speculation, so investments for
property development are depressed.
Nevertheless, the export sector
remains a strong positive for the
Chinese economy, as are private/
foreign joint ventures.
<PAGE>
While some developments in Hong
Kong are a cause for concern, we
believe that they are largely reflected
in current share prices. However,
given the current uncertainties, we
have restructured our Hong Kong
holdings more defensively. During
the September quarter, purchases in
Hong Kong were made to maintain
our exposure as we invested net cash
inflows during periods of declining
share prices. We primarily purchased
shares of blue-chip companies, with a
focus on industrial conglomerates.
We also expanded our position in
media companies, an important
growth area for the Hong Kong econ-
omy, through the purchase of shares
of Oriental Press Group when disap-
pointing earnings led to a stock price
decline. In addition, we increased
our existing investments in South
China Morning Post Holdings and
Television Broadcasts Ltd. The latter
company has a 21% share of the cable
television market in Taiwan.

During the September quarter, the
composition of the Hang Seng Index
was changed. Shares of six of the
seven stocks added to the Index are
Fund holdings. We expect share
prices of these companies to benefit
as they will be followed by more
industry analysts and will also be
purchased by investors who are in-
dexing their Hong Kong holdings.
<PAGE>
Our investments in South Korea
outperformed the stock market in
general during the September quarter.
The Fund's holdings in companies
such as Pohang Iron & Steel Co., Ltd.
and Korean Electric & Power Corp.
were strong performers as blue-chip
companies led the Korean stock
market rally. As one of the more
mature dragon stock markets, cyclical
companies and basic industries such
as steel, petrochemicals, cement and
shipbuilding play a key role in Korean
stock market performance. As a re-
sult, the improvement in the Korean
economy has translated into higher
share prices. However, we are waiting
for the lifting of restrictions on
foreign share ownership before ex-
panding our investments there. As
of September month-end, 3.6% of the
Fund's net assets were invested
in Korea.

The Fund has a 23.2% market weight-
ing in Malaysia. We remain highly
positive on this country's prospects.
Bank Negara, the central bank, now
permits foreigners to hold ringgit-
denominated interest-bearing
accounts and has also allowed the
currency to appreciate relative to the
US dollar, thereby containing
"imported" inflation and improving
the inflationary outlook in general.
Malaysian share prices rallied strongly
in July and August as industrial
production and export growth were
reported to be at double-digit levels
and higher commodity prices also
boosted the outlook for this resource-
rich economy. Furthermore, we expect
that the government's budget to be
released at the end of October will
be expansionary and will include
corporate and individual tax cuts.
Our largest Malaysian industry expo-
sure is in banking, and Malaysian
banks have reported strong interim
earnings results. We increased our
investments in the leisure industry
during the quarter through the pur-
chase of additional shares of Resorts
World BHD.
<PAGE>
Our 5.9% weighting in the Philippines
is an overweighted exposure. We
believe that the country is at the
beginning of an economic develop-
ment cycle, and its long-term growth
prospects are good. The Ramos admin-
istration's pro-business stance is
positive and continued political
stability would further boost the
Philippine economic growth. We are
building positions in the Philippines
slowly. For example, during the
September quarter we participated in
the initial public offering of Petron
Corp., a petroleum refining and mar-
keting company recently privatized
by the government. We have also
invested in SM Prime Holdings, a
retail mall developer, whose shares
are likely to benefit from the surge in
consumer spending.

Our 12.4% market weighting in
Singapore reflects our generally posi-
tive outlook for this stock market.
However, we believe that Singapore
shares are not likely to appreciate
as rapidly as some of the more volatile
dragon stock markets. The stock
market continues to be liquidity-
driven, both from the retail and insti-
tutional sectors. The prospects for
economic growth are good, since
stronger economic growth in the
United States and Europe should
benefit this export-driven economy.

In Thailand we have a slightly under-
weighted 9.4% position. We continue
to believe that the outlook for banks
and financial stocks is positive and
maintain a heavy weighting in this
sector. During the September quarter,
we established a position in PTT
Exploration, an oil and gas company
that is likely to benefit from the
increase in energy demand we foresee
in Asia.
<PAGE>
At September quarter-end our invest-
ments in India comprised 2.2% of net
assets. Although the earnings outlook
for Indian companies is positive and
we are finding a number of attractive
investment opportunities there,
limited liquidity is constraining
our share purchases. During the
September quarter, we established a
position in Reliance Industries, a
fully integrated petrochemical
conglomerate.

Our Indian subcontinent investments
expanded further during the Sep-
tember quarter through an initial
investment in Pakistan. We purchased
shares of Pakistan Telecommunica-
tions, the monopoly telecommunica-
tions company that is in the process
of privatizing. We believe that the
company will experience strong earn-
ings growth in the years ahead as it
expands the relatively low penetra-
tion rate of its lines. In addition,
Pakistan Telecommunications' shares
were available at very attractive
valuation levels.

In Conclusion
At September quarter-end, the Fund
had an 8.4% cash position. We plan to
redeploy these and any additional
cash reserves in attractive investment
opportunities during periods of stock
market weakness. Following the
liquidity-driven stock markets of 1993
and the sharp corrections in the first
half of 1994, we believe that dragon
stock market investors will continue
to focus on corporate earnings results.
This suggests that on balance the
dragon stock markets may experience
less spectacular, but more sustain-
able, price appreciation in the months
ahead, since 1995 earnings growth
prospects appear strong for most
of them.
<PAGE>
We thank you for your investment in
Merrill Lynch Dragon Fund, Inc.,
and we look forward to reviewing our
outlook and strategy with you again
in our upcoming annual report to
shareholders.

Sincerely,


(Arthur Zeikel)
Arthur Zeikel
President


(Kara Tan Bhala)
Kara Tan Bhala
Vice President and Portfolio Manager


October 24, 1994




PERFORMANCE DATA

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

<TABLE>
<CAPTION>
Performance
Summary--                                         Net Asset Value              Capital Gains
Class A Shares     Period Covered         Beginning             Ending          Distributed        Dividends Paid*       %Change**
                   <C>                     <C>                  <C>                <C>                 <C>                <C>
                   5/29/92-12/31/92        $10.00               $10.12               --                $0.080             + 2.02%
                   1993                     10.12                18.77             $0.006               0.182             +87.46
                   1/1/94-9/30/94           18.77                17.30               --                  --               - 7.83
                                                                                   ------              ------
                                                                             Total $0.006        Total $0.262

                                                                                   Cumulative total return as of 9/30/94: +76.27%**

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

<TABLE>
<CAPTION>
Performance
Summary--                                         Net Asset Value              Capital Gains
Class B Shares     Period Covered         Beginning             Ending          Distributed        Dividends Paid*       %Change**
                   <C>                     <C>                  <C>                <C>                 <C>                <C>
                   5/29/92-12/31/92        $10.00               $10.13               --                $0.020             + 1.50%
                   1993                     10.13                18.74             $0.006               0.103             +86.15
                   1/1/94-9/30/94           18.74                17.17               --                  --               - 8.38
                                                                                   ------              ------
                                                                             Total $0.006        Total $0.123

                                                                                   Cumulative total return as of 9/30/94: +73.12%**

                 <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>
<CAPTION>
Recent
Performance                                                                                                  12 Month    3 Month
Results                                                                    9/30/94    6/30/94    9/30/93     % Change   % Change
                   <S>                                                      <C>        <C>        <C>       <C>           <C> 
                   Class A Shares*                                          $17.30     $15.49     $13.44    +28.76%(1)    +11.68%
                   Class B Shares*                                           17.17      15.40      13.38    +28.37(1)     +11.49
                   Class A Shares--Total Return*                                                            +30.10(2)     +11.68
                   Class B Shares--Total Return*                                                            +29.13(3)     +11.49


                <FN>
                  *Investment results shown do not reflect sales charges; 
                   results shown would be lower if a sales charge was included.
                (1)Percent change includes reinvestment of $0.006 per share 
                   capital gains distributions.
                (2)Percent change includes reinvestment of $0.182 per share 
                   ordinary income dividends and $0.006 per share capital gains
                   distributions.
                (3)Percent change includes reinvestment of $0.103 per share 
                   ordinary income dividends and $0.006 per share capital gains
                   distributions.
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
Average Annual                                                       % Return Without        % Return With
Total Return                                                           Sales Charge           Sales Charge**
                   <S>                                                    <C>                    <C>
                   Class A Shares*

                   Year Ended 9/30/94                                     +30.10%                +21.64%
                   Inception (5/29/92) through 9/30/94                    +27.41                 +23.81

                 <FN>
                  *Maximum sales charge is 6.5%, which became effective on September 15, 1993.
                 **Assuming maximum sales charge.


<CAPTION>
Average Annual                                                           % Return              % Return
Total Return                                                           Without CDSC            With CDSC**
                   <C>                                                    <C>                    <C>
                   Class B Shares*

                   Year Ended 9/30/94                                     +29.13%                +25.13%
                   Inception (5/29/92) through 9/30/94                    +26.44                 +25.81

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


<TABLE>
SCHEDULE OF INVESTMENTS                                                                                             (in US dollars)
<CAPTION>
                                   Shares Held/                                                                         Percent of
COUNTRIES     Industries            Face Amount       Long-Term Investments                     Cost           Value    Net Assets
<S>           <S>                  <C>           <S>                                       <C>            <C>                <C>
Hong Kong     Banking                 1,733,300  Dah Sing Financial Holdings Ltd.          $  5,513,963   $    5,159,499       0.4%
                                      2,174,863  HSBC Holdings, Ltd.                         18,601,224       24,277,108       1.9
                                                                                           ------------   --------------     ------
                                                                                             24,115,187       29,436,607       2.3

              Conglomerates          22,408,000  Guandong Investments, Ltd.                   9,510,303       14,935,380       1.2
                                   $  3,436,000  Guandong Investments, Ltd., 4.50%
                                                 due 10/07/1998                               4,364,558        4,458,210       0.3
                                      4,323,000  Hutchison Whampoa, Ltd.                     12,516,919       20,421,331       1.6
                                        889,472  Jardine Matheson Holdings Ltd.               7,444,776        7,540,142       0.6
                                      3,227,000  Swire Pacific 'A' Ltd.                      16,726,748       25,267,385       2.0
                                                                                           ------------   --------------     ------
                                                                                             50,563,304       72,622,448       5.7

              Electrical Equipment   14,807,000  Innovative International Holdings Ltd.       6,841,251        4,311,770       0.3
                                      4,225,000  Johnson Electric Holdings Ltd.               8,157,249       11,893,014       0.9
                                                                                           ------------   --------------     ------
                                                                                             14,998,500       16,204,784       1.2

              Electronics            16,600,000  ASM Pacific Technology                       5,454,485       11,923,590       0.9

              Finance                 4,380,000  Guoco Group, Ltd.                           16,323,506       21,597,577       1.7
                                      5,500,000  Peregrine Investment Holdings               10,274,868       10,534,898       0.8
                                                                                           ------------   --------------     ------
                                                                                             26,598,374       32,132,475       2.5

              Insurance              19,767,000  National Mutual Asia, Ltd.                   7,969,425       12,791,360       1.0
                                        438,000  National Mutual Asia, Ltd. (Warrants) (a)       72,529          134,914       0.0
                                                                                           ------------   --------------     ------
                                                                                              8,041,954       12,926,274       1.0

              Leisure                 5,964,000  Hong Kong & Shanghai Hotels                  5,088,878        8,837,900       0.7
                                      7,594,000  Shangri-La Asia, Ltd.                       10,844,457       11,695,627       0.9
                                      3,816,000  Television Broadcasts Ltd.                  15,283,220       17,730,001       1.4
                                                                                           ------------   --------------     ------
                                                                                             31,216,555       38,263,528       3.0
<PAGE>
              Miscellaneous--        17,912,000  C.P. Pokphand Co., Ltd.                      7,227,529        5,355,031       0.4
              Consumer                2,733,000  Gold Lion Holdings Ltd.                      1,534,410          732,177       0.1
                                                                                           ------------   --------------     ------
                                                                                              8,761,939        6,087,208       0.5

              Newspaper/Publishing    8,750,000  Oriental Press Group                         5,834,025        5,747,117       0.4
                                      8,500,000  South China Morning Post Holdings            4,966,435        5,236,388       0.4
                                                                                           ------------   --------------     ------
                                                                                             10,800,460       10,983,505       0.8

              Packaging              14,000,000  M.C. Packaging (HK), Ltd.                    6,547,529        6,522,836       0.5

              Real Estate             7,940,000  Amoy Properties Ltd.                         6,819,474       10,198,985       0.8
                                      3,400,000  Amoy Properties Ltd. (Warrants) (a)          1,396,520        1,522,513       0.1
                                      2,183,000  Cheung Kong Holdings Ltd.                    8,152,206       10,623,009       0.8
                                      3,280,000  Hong Kong Land Holdings Ltd.                 6,443,132        8,107,989       0.6
                                      3,628,020  New World Development Co., Ltd.              9,331,350       12,513,328       1.0
                                      2,790,100  Sun Hung Kai Properties, Ltd.               12,644,845       20,763,165       1.6
                                      5,015,000  Wharf Holdings Ltd.                         19,610,562       20,185,396       1.6
                                                                                           ------------   --------------     ------
                                                                                             64,398,089       83,914,385       6.5

              Telecommunications     12,220,000  ABC Communications Holdings Ltd.             3,501,176        5,519,536       0.4

              Transportation          1,154,000  Hong Kong Aircraft Engineering Co.           6,558,828        5,331,875       0.4

              Utilities               2,225,200  China Light & Power Co., Ltd.                9,301,633       11,317,944       0.9
                                      5,908,880  Hong Kong & China Gas Co. (The)              8,402,958       11,088,661       0.9
                                      8,116,800  Hong Kong Telecommunications, Ltd.          12,760,935       16,230,028       1.3
                                      1,650,000  Hong Kong Telecommunications, Ltd.
                                                 (Warrants) (a)                               1,644,721          913,974       0.1
                                                                                           ------------   --------------     ------
                                                                                             32,110,247       39,550,607       3.2

                                                 Total Investments in Hong Kong             293,666,627      371,419,658      28.9


India         Chemicals                 960,000  Mardia Chemicals Ltd.                        4,415,127        6,122,937       0.5

              Conglomerates             375,300  Reliance Industries (ADR)*                  10,241,548        9,007,200       0.7

              Consumer--Durables        456,000  IFB Industries Ltd.                          3,998,087        3,926,333       0.3

              Foreign Bonds         $ 2,600,000  SCICI Ltd., 3.50% due 4/01/2004              2,699,375        2,860,000       0.2

              Miscellaneous              45,610  Housing Development Finance                  4,332,853        4,378,095       0.3
 
              Steel Mills               270,000  Essar Gujarat Limited                        1,004,300          990,194       0.1

              Tobacco                    32,000  Indian Tobacco Co. (GDR)**                     816,000          628,160       0.1

                                                 Total Investments in India                  27,507,290       27,912,919       2.2
<PAGE>

Indonesia     Banking                 1,744,000  P.T. Bank International Indonesia            7,223,733        6,332,200       0.5

              Food                    1,959,672  P.T. Mayorah Indah                           5,799,651       10,357,674       0.8

              Forest Products         5,359,200  P.T. Indah Kiat Pulp & Paper Corp.           6,453,834        7,019,818       0.5

              Miscellaneous--Consumer 1,941,250  P.T. Modern Photo Film                       5,119,000       10,884,847       0.9

              Pharmaceuticals         1,774,500  P.T. Kalbe Farma                             5,381,680        6,932,278       0.5

              Real Estate             1,930,500  P.T. Duta Anggada Realty                     5,056,298        3,371,587       0.3

              Tobacco                 5,425,000  P.T. Hanjaya Mandala Sampoerna               4,892,468       23,063,356       1.8

                                                 Total Investments in Indonesia              39,926,664       67,961,760       5.3


Malaysia      Air Transport             612,800  Malaysian Helicopter Services BHD              300,328        1,900,804       0.2

              Banking                 4,256,000  Affin Holdings BHD                           6,646,052        7,572,126       0.6
                                      1,969,000  Arab-Malaysian Merchant Bank BHD             6,957,819       21,510,730       1.7
                                      1,969,000  Arab-Malaysian Merchant Bank BHD
                                                 (Rights) (c)                                         0                0       0.0
                                      2,850,000  Malayan Banking BHD                          6,748,454       19,014,826       1.5
                                      2,700,000  Public Bank BHD 'Foreign'                    2,361,655        6,522,267       0.5
                                                                                           ------------   --------------     ------
                                                                                             22,713,980       54,619,949       4.3

              Building &              1,300,000  Bandar Raya Developments BHD                 2,962,152        2,688,256       0.2
              Construction            1,532,000  Ekran BHD                                    3,676,794        7,053,297       0.6
                                      1,912,500  George Kent Holdings BHD                     2,694,743        5,484,540       0.4
                                        382,500  George Kent Holdings BHD (Rights)              100,464          101,483       0.0
                                      2,355,000  I.J.M. Corp. BHD                             5,257,205        8,958,740       0.7
                                      4,671,000  Malayan Cement BHD                           5,232,118        8,565,626       0.7
                                                                                           ------------   --------------     ------
                                                                                             19,923,476       32,851,942       2.6

              Conglomerates           9,000,000  Renong BHD                                   8,454,940       13,624,659       1.1

              Construction & Housing    650,000  Golden Plus Holdings BHD                     2,997,527        4,083,106       0.3

              Finance                 3,440,000  MBF Capital BHD                              5,461,287        4,590,246       0.4
                                      2,850,000  United Merchant Group BHD                    7,467,775        7,505,853       0.6
                                                                                           ------------   --------------     ------
                                                                                             12,929,062       12,096,099       1.0
</TABLE>
<PAGE>

<TABLE>
SCHEDULE OF INVESTMENTS (continued)                                                                                (in US dollars)
<CAPTION>
                                   Shares Held/                                                                         Percent of
COUNTRIES     Industries            Face Amount       Long-Term Investments                     Cost           Value    Net Assets
<S>           <S>                  <C>           <S>                                       <C>            <C>                <C>
Malaysia      Financial Services        817,000  Hong Leong Credit BHD                     $  6,084,234   $    5,164,027       0.4%
(concluded)                             577,000  Pengkalen Holdings BHD                       3,099,796        3,016,699       0.2
                                                                                           ------------   --------------     ------
                                                                                              9,184,030        8,180,726       0.6

              Food                    1,721,700  Nestle Malaysia BHD                          7,333,320       10,613,679       0.8

              Forest Products       $ 2,000,000  Aokam Perdana, 3.50% due 6/13/2004           2,345,000        2,210,000       0.2
                                        462,000  Aokam Perdana 'A'                            1,220,396        3,641,202       0.3
                                      1,887,000  Aokam Perdana BHD (Ordinary)                 5,636,268       16,565,548       1.3
                                        390,000  Aokam Perdana TSR (Warrants) (a)             1,338,769        2,708,545       0.2
                                      3,944,000  Land & General BHD                           8,186,738       18,158,096       1.4
                                        736,000  Pacific Chemical BHD                         4,004,307        4,996,645       0.4
                                                                                           ------------   --------------     ------
                                                                                             22,731,478       48,280,036       3.8

              Leisure                 3,300,000  Berjaya Sports TOTO BHD                      7,410,648        5,742,489       0.4
                                        848,500  Genting BHD                                  7,511,393        7,614,319       0.6
                                      4,000,000  Pernas International Hotels & 
                                                 Properties BHD                               3,815,457        5,961,764       0.5
                                      3,056,000  Resorts World BHD                            9,956,876       19,316,114       1.5
                                      2,504,000  Tanjong PLC                                  7,760,037       11,137,573       0.9
                                                                                           ------------   --------------     ------
                                                                                             36,454,411       49,772,259       3.9

              Shipyards                 830,000  Westmont BHD                                 6,278,222        6,379,633       0.5

              Telecommunications      3,375,000  Leader Universal Cable BHD                   7,763,214       19,357,199       1.5
                                      1,532,000  Technology Resources Industries BHD          2,767,725        6,276,239       0.5
                                      1,611,000  Telekom Malaysia BHD                         8,939,145       12,634,062       1.0
                                                                                           ------------   --------------     ------
                                                                                             19,470,084       38,267,500       3.0

              Transportation          1,199,000  Malaysian Airlines System BHD                3,345,381        3,204,506       0.3
                                      2,957,333  Malaysian International Shipping Co. BHD     6,043,232        9,865,469       0.8
                                                                                           ------------   --------------     ------
                                                                                              9,388,613       13,069,975       1.1

                                                 Total Investments in Malaysia              178,159,471      293,740,367      23.2


Pakistan      Telecommunications         41,905  Pakistan Telecommunications                  7,533,262        8,003,855       0.6

                                                 Total Investments in Pakistan                7,533,262        8,003,855       0.6
<PAGE>

Philippines   Beverages               4,804,800  San Miguel Corp. 'B'                        10,222,586       22,871,217       1.8

              Conglomerates           6,280,000  JG Summit Holdings                           3,427,255        2,591,555       0.2

              Food & Beverage         2,060,000  Universal Robina Corp.                       1,872,295        1,897,889       0.1

              International Trade    13,253,416  International Container Terminal             8,867,496       12,719,209       1.0

              Oil                     6,570,000  Petron Corp.                                 5,609,882        5,548,560       0.4

              Real Estate             1,470,000  Ayala Land, Inc.                             1,977,640        1,918,618       0.2

              Retail                 30,960,750  SM Prime Holdings                            7,735,729        8,794,992       0.7

              Telecommunications         78,880  Philippine Long Distance Telephone 
                                                 Co.(ADR)*                                    4,027,836        4,417,280       0.3

              Utilities--Electric     1,145,300  Manila Electric Co. (MERALCO) 'B'            7,460,188       14,838,340       1.2

                                                 Total Investments in the Philippines        51,200,907       75,597,660       5.9


Singapore     Airlines                1,040,000  Singapore Airlines 'Foreign' Ltd.            6,170,157       10,175,439       0.8

              Automotive              1,352,000  Cycle & Carriage, Ltd.                       5,687,875       11,585,965       0.9

              Banking                 1,270,000  Development Bank of Singapore Ltd.          11,309,155       13,368,421       1.0
                                      1,366,866  Overseas Chinese Banking Corp. 'Foreign'     8,900,801       13,096,827       1.0
                                        220,000  Overseas Chinese Banking Corp. 'Foreign'
                                                 (Warrants) (a)                               1,156,680          757,085       0.1
                                      1,353,587  United Overseas Bank                         9,322,123       13,608,938       1.1
                                                                                           ------------   --------------     ------
                                                                                             30,688,759       40,831,271       3.2

              Beverages                 190,000  Fraser & Neave Ltd. (Warrants) (a)           1,139,529        1,096,154       0.1

              Conglomerates           1,308,000  ACMA Ltd.                                    8,074,466        8,825,911       0.7

              Electronics            14,340,000  I.P.C. Corp.                                10,159,282       12,385,425       1.0

              Marine/Offshore         2,807,500  Sembawang Maritime Ltd.                      8,560,245       13,166,076       1.0
              Oil Services        SG$ 2,090,000  Sembawang Maritime Ltd., 1.50% due
                                                 10/25/1998                                   1,325,469        3,201,282       0.3
                                      1,130,000  Van Der Horst Ltd.                           6,229,305        5,184,885       0.4
                                                                                           ------------   --------------     ------
                                                                                             16,115,019       21,552,243       1.7
<PAGE>
              Publishing &              762,000  Singapore Press Holdings Ltd.                8,194,511       13,368,421       1.0
              Broadcasting

              Real Estate             2,524,000  DBS Land Ltd.                                7,383,400        7,902,402       0.6
                                      1,000,000  DBS Land Ltd. (Warrants) (a)                 1,013,666        1,032,389       0.1
                                                                                           ------------   --------------     ------
                                                                                              8,397,066        8,934,791       0.7

              Shipping                1,644,000  Sembawang Corp. (e)                         13,268,668       13,200,810       1.0

              Steel                   1,495,250  Natsteel Ltd.                                3,407,562        3,248,789       0.3

              Telecommunications     10,380,000  Goldtron, Ltd.                               7,286,316       10,926,316       0.9
                                      1,635,000  Goldtron, Ltd. (Warrants) (a)                1,194,319        1,020,496       0.1
                                                                                           ------------   --------------     ------
                                                                                              8,480,635       11,946,812       1.0

                                                 Total Investments in Singapore             119,783,529      157,152,031      12.4


South Korea   Automotive                 22,045  Dong ah Tire Industries Co.                    840,416        1,466,814       0.1

              Building & Construction   100,230  Samsung Heavy Industries                     5,565,018        5,467,776       0.4
                                         12,438  Samsung Heavy Industries (New) 
                                                 (Rights) (d)                                   402,781          403,437       0.0
                                                                                           ------------   --------------     ------
                                                                                              5,967,799        5,871,213       0.4

              Retail Stores             100,920  Shinsegae Department Stores Co.              3,492,485       10,538,146       0.8

              Steel                      89,000  Pohang Iron & Steel Co., Ltd.                8,236,443       13,247,792       1.0

              Utilities                   5,362  Korea Mobile Telecommunications Corp.          979,459        4,260,054       0.3
                                        246,000  Korean Electric & Power Corp.                6,197,512       12,766,738       1.0
                                                                                           ------------   --------------     ------
                                                                                              7,176,971       17,026,792       1.3

                                                 Total Investments in South Korea            25,714,114       48,150,757       3.6


Taiwan        Closed-End Funds          343,300  The R.O.C. Taiwan                            2,904,850        4,334,162       0.3

              Food & Beverage           212,831  President Enterprises (ADR)*                 3,119,745        3,538,315       0.3

                                                 Total Investments in Taiwan                  6,024,595        7,872,477       0.6
</TABLE>
<PAGE>

<TABLE>
SCHEDULE OF INVESTMENTS (concluded)                                                                                (in US dollars)
<CAPTION>
                                   Shares Held/                                                                         Percent of
COUNTRIES     Industries            Face Amount       Long-Term Investments                     Cost           Value    Net Assets
<S>           <S>                  <C>           <S>                                       <C>            <C>                <C>
Thailand      Banking                 2,256,000  Bangkok Bank                              $  8,127,594   $   23,309,892       1.8%
                                      4,390,000  Industrial Finance Corp. of Thailand         8,764,194       10,900,280       0.9
                                      1,324,000  Siam Commercial Bank, Ltd. (The)             6,086,647       12,831,718       1.0
                                                                                           ------------   --------------     ------
                                                                                             22,978,435       47,041,890       3.7

              Building &              1,097,000  Christiani & Nielsen 'Local'                 7,169,983        7,512,495       0.6
              Construction              329,100  Christiani & Nielsen 'Local' 
                                                 (Warrants) (a)                                 647,325          909,407       0.1
                                        886,000  Land & House Public Co.                      6,096,294       17,599,359       1.4
                                                                                           ------------   --------------     ------
                                                                                             13,913,602       26,021,261       2.1

              Financial Services        347,600  Finance One Co., Ltd. 'Foreign'              6,645,675        6,904,670       0.5
                                        667,000  Phatra Thanakit Co., Ltd.                    5,543,101        6,624,589       0.5
                                                                                           ------------   --------------     ------
                                                                                             12,188,776       13,529,259       1.0

              Mining                    781,000  PTT Exploration                              7,121,826        7,006,167       0.5

              Mutual Funds           12,600,000  Ruam Pattana Fund II                         4,999,163        8,578,294       0.7

              Publishing &              283,700  Post Publishing Public Co. Ltd.              2,672,649        2,635,899       0.2
              Broadcasting

              Telecommunications        450,000  Advanced Information Service                 6,535,348        7,388,867       0.6
                                        747,000  International Engineering Co. Ltd.           3,347,314        7,419,143       0.6
                                                                                           ------------   --------------     ------
                                                                                              9,882,662       14,808,010       1.2

                                                 Total Investments in Thailand               73,757,113      119,620,780       9.4


                                                 Total Long-Term Investments                823,273,572    1,177,432,264      92.1

<CAPTION>
                                    Face Amount        Short-Term Investments            
<S>           <S>                  <C>           <S>                                      <C>             <C>                <C>
United States Commercial Paper***  $ 30,000,000  Corporate Asset Funding Co., 4.90%
                                                 due 11/01/1994                              29,873,416       29,873,416       2.3
                                     46,097,000  General Electric Capital Corp., 4.95%
                                                 due 10/03/1994                              46,084,323       46,084,323       3.5
                                     25,000,000  Matterhorn Capital Corp., 4.73%
                                                 due 10/12/1994                              24,963,868       24,963,868       1.9
                                     10,000,000  Toshiba America, Inc., 4.92% 
                                                 due 10/27/1994                               9,964,466        9,964,466       0.7
                                                                                           ------------   --------------     ------
                                                                                            110,886,073      110,886,073       8.4
<PAGE>
                                                 Total Short-Term Investments               110,886,073      110,886,073       8.4


              Total Investments                                                            $934,159,645    1,288,318,337     100.5
                                                                                           ============
              Liabilities in Excess of Other Assets                                                           (5,921,109)     (0.5)
                                                                                                          --------------     ------
              Net Assets                                                                                  $1,282,397,228     100.0%
                                                                                                          ==============     ======


              Net Asset Value:    Class A--Based on net assets of $281,492,011 and 
                                           16,275,035 shares outstanding                                  $        17.30
                                                                                                          ==============
                                  Class B--Based on net assets of $1,000,905,217 and 
                                           58,307,607 shares outstanding                                  $        17.17
                                                                                                          ==============



           <FN>
             *American Depositary Receipt (ADR).
            **Global Depositary Receipt (GDR).
           ***Commercial Paper is traded on a discount basis; the interest rates shown 
              are the discount rates paid at the time of purchase by the Fund.

           (a)Warrants entitle the Fund to purchase a predetermined number of shares of Common Stock. 
              The purchase price and number of shares are subject to adjustment under certain conditions 
              until the expiration date.
           (b)The rights may be exercised until December 31, 1999.
           (c)The rights may be exercised until October 5, 1994.
           (d)The rights may be exercised until October 24, 1994.
           (e)Previously held as Sembawang Shipyard Ltd.
</TABLE>
<PAGE>

PORTFOLIO INFORMATION

                        For the Quarter Ended September 30, 1994

Additions               Aokam Perdana, 3.50% due 6/13/2004
                        Arab-Malaysian Merchant Bank BHD (Rights)
                        Ayala Land, Inc.
                        Bandar Raya Developments BHD
                        Essar Gujarat Limited
                        George Kent Holdings BHD (Rights)
                        Golden Plus Holdings BHD
                        Guandong Investments, Ltd., 4.50% due 10/07/1998
                        Hong Leong Credit BHD
                        MBF Capital BHD
                        Malaysian Airlines System BHD
                        Malaysian Helicopter Services BHD
                        Oriental Press Group
                        PTT Exploration
                        Pakistan Telecommunications
                        Pengkalen Holdings BHD
                        Petron Corp.
                        Reliance Industries (ADR)
                        Samsung Heavy Industries (New) (Rights)
                        United Merchant Group BHD

Deletions               Arvind Mills Ltd.
                        Berjaya Singer (Ordinary) BHD
                        Berjaya Singer TSR
                        Core Parenterals
                        Fairwood Holdings, Ltd.
                        Finance One Co., 3.50% due 12/31/2001
                        Finance One Co., Ltd. 'Foreign' (Warrants)
                        Giordano Holdings Ltd.
                        Great Eagle Holdings Co.
                        Hong Kong Land Holdings Ltd. (Warrants)
                        International Cosmetics Co.
                        New World Development Co., Ltd. (Warrants)
                        Rothmans of Pall Mall (Malaysia) BHD
                        Swire 'A' Peregrine (Warrants)
                        Tan Chong Motor Holdings BHD
                        Yue Yen Industrial Holdings
<PAGE>

Officers and
Directors

Arthur Zeikel, President and Director
Donald Cecil, Director
Edward H. Meyer, Director
Charles C. Reilly, Director
Richard R. West, Director
Terry K. Glenn, Executive Vice President
Norman R. Harvey, Senior Vice President
Donald C. Burke, Vice President
Kara W. Y. Tan Bhala, Vice President and Portfolio Manager
Gerald M.  Richard, Treasurer
Michael J. Hennewinkel, Secretary

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

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

APPENDIX GRAPHIC AND IMAGE MATERIAL.

ITEM 1:

Asset Allocation as a Percentage* of Net Assets as of September
30, 1994

A map illustrating the following percentages:

Pakistan                  0.6%

India                     2.2%

Indonesia                 5.3%

Singapore                12.4%

Malaysia                 23.2%

Thailand                  9.4%

Hong Kong                28.9%

South Korea               3.6%

Taiwan                    0.6%

Philippines               5.9%


[FN]
*Total may not equal 100%.



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