MERRILL LYNCH DRAGON FUND INC
N-30B-2, 1996-05-10
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MERRILL LYNCH
DRAGON FUND, INC.







FUND LOGO






Quarterly Report

March 31, 1996




Officers and Directors
Arthur Zeikel, President and Director
Donald Cecil, Director
Edward H. Meyer, Director
Charles C. Reilly, Director
Richard R. West, Director
Edward D. Zinbarg, Director
Terry K. Glenn, Executive Vice President
Norman R. Harvey, Senior Vice President
Donald C. Burke, Vice President
Kara W.Y. Tan Bhala, Vice President and Portfolio Manager
Gerald M. Richard, Treasurer
James W. Harshaw, Secretary
<PAGE>
Custodian
Brown Brothers Harriman & Co.
40 Water Street
Boston, MA 02109

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






Investing in emerging market securities involves a number of risk
factors and special considerations, including restrictions on
foreign investments and on repatriation of capital invested in
emerging markets, currency fluctuations, and potential price
volatility and less liquidity of securities traded in emerging
markets. In addition, there may be less publicly available
information about the issuers of securities, and such issuers may
not be subject to accounting, auditing and financial reporting
standards and requirements comparable to those to which US companies
are subject. Therefore, the Fund is designed as a long-term
investment for investors capable of assuming the risks of investing
in emerging markets. The Fund should be considered as a vehicle for
diversification and not as a complete investment program. Please
refer to the prospectus for details.
<PAGE>
This report is not authorized for use as an offer of sale or a
solicitation of an offer to buy shares of the Fund unless
accompanied or preceded by the Fund's current prospectus. Past
performance results shown in this report should not be considered a
representation of future performance. Investment return and
principal value of shares will fluctuate so that shares, when
redeemed, may be worth more or less than their original cost.
Statements and other information herein are as dated and are subject
to change.



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






MERRILL LYNCH DRAGON FUND, INC.


Map Depicting the Fund's Asset Allocation As a Percentage* of Net
Assets as of March 31, 1996

INDIA                                       0.6%
INDONESIA                                   6.6%
SINGAPORE                                  12.2%
MALAYSIA                                   13.0%
THAILAND                                   10.8%
HONG KONG                                  39.9%
SOUTH KOREA                                 4.7%
TAIWAN                                      0.5%
PHILIPPINES                                 5.3%

[FN]
*Total may not equal 100%.




<PAGE>
DEAR SHAREHOLDER

The "dragon" stock markets began 1996 on an upbeat note. Stock
markets throughout the region rose during January based on
expectations of lower US interest rates. However, as US interest
rates actually rose in February, the dragon stock markets began to
consolidate and experienced a sharp correction in March. (As defined
in Merrill Lynch Dragon Fund, Inc.'s prospectus, the dragon stock
markets consist of all the stock markets in Asia and the Pacific
Basin other than Japan, Australia and New Zealand.)

There is a widespread perception (especially among US-based
investors) that share prices of the smaller Asian stock markets are
closely tied to the price action of the 30-year US Treasury bond, a
belief which is reinforced by the pegging of many Asian currencies
to the US dollar. Although the correlation between the dragon stock
markets and the 30-year Treasury bond was very small from 1982 to
1993, over the past two years it has been increasing as a greater
number of US investors participate in these stock markets. However,
interest rate uncertainties notwithstanding, the dragon stock
markets rose 9.67% in the three months ended March 31, 1996, as
measured by the unmanaged Morgan Stanley Capital International
Combined Far East Free (Ex-Japan) Index. Merrill Lynch Dragon Fund,
Inc. underperformed this Index in the March quarter, with total
returns for Class A, Class B, Class C and Class D Shares of +7.82%,
+7.45%, +7.54% and +7.73%, respectively. (See the "Recent
Performance Results" table on page 4 of this report to shareholders.
Fund results do not reflect sales charges, and would be lower if
sales charges were included. Complete performance information,
including average annual total returns, can be found on pages 4--6
of this report to shareholders.)

Hong Kong continues to be the Fund's largest country weighting. The
Hong Kong stock market did not rise as strongly as other Asian
dragon stock markets because of concerns of higher US interest
rates. In the near term, the threat of higher interest rates is
likely to continue to hang over the Hong Kong stock market. However,
we believe that two important positive intermediate-term factors are
currently overlooked by investors. First, corporate earnings growth
is likely to be strong in 1997. Second, we expect that an economic
recovery will occur this year in The People's Republic of China, and
in turn, Hong Kong.

However, the tensions between the Republic of China (Taiwan) and
China have raised new concerns about Hong Kong's prospects as the
1997 reunification with China approaches, and caused further
declines in Hong Kong share prices. Now that Mr. Lee Teng-Lui has
been elected Taiwan's president, both countries have begun to make
some conciliatory moves, and it does not appear likely that China
will attempt a military takeover of Taiwan.
<PAGE>
Our position in Hong Kong is an overweighted one relative to several
market-weighted indexes of dragon stock markets at 39.9% of net
assets, up from 36.7% at the end of December. During the March
quarter we established a new position in convertible bonds issued by
Henderson Capital International, a property developer with projects
in China. By purchasing the company's con-vertible bonds, we
participate in the upside potential associated with a growing
Chinese economy along with the downside protection typically
associated with convertibles.

Our 13.0% position in Malaysia is an underweighted one, and down
slightly from the close of the previous quarter since we did not
commit the Fund's cash inflows to maintaining our weighting there.
We restructured our Malaysian holdings somewhat during the March
quarter, reducing our position in Malaysian International Shipping
Co. BHD (whose near-term earnings prospects are lackluster) and
investing the proceeds in our existing telecommunications
investments.

The Malaysian economy appears to be slowing (industrial production
is down slightly), although bank loan and money supply growth
continue to be high. The current account showed a surplus in
December 1995 although most recent February figures showed a
deficit. We will focus our research efforts in Malaysia in the
months ahead, and may increase positions there if share valuations
become more attractive and if it appears that the economy is cooling
down.

Economic growth continues to be positive in Singapore, one of the
few countries in the region with a current account surplus.
Investors continue to perceive Singapore as a "safe haven" among the
smaller Asian markets, since there are a number of well-managed
companies there with good returns on equity. Our 12.2% exposure is a
neutral weighting. Valuations are still attractive on a historical
basis, and 1996 earnings growth prospects appear to be sound. Our
largest investments in Singapore are in banks and real estate
companies.

Thailand has been among Asia's worst-performing stock markets as
investors anticipated that the economy was overheating. However, the
central bank has followed a prudent monetary policy since last year,
and we expect that it will take further measures to curb money
supply growth. As a result, we expect that interest rates will begin
to decline once clearer signs of an economic slowdown emerge. The
political environment has also turned more positive, with the
cabinet reshuffled and the upper house of parliament appointed with
few objections. As is the case in Malaysia, we are waiting for a
slowdown in economic growth to develop, as well as for more
attractive share valuations, before increasing investments in
Thailand. However, the choice of stocks and liquidity are poor in
Thailand, and may restrict our ability to expand our holdings from
our current position of 10.8% of net assets.
<PAGE>
We have maintained our 5.3% exposure in the Philippines, which is an
overweighted position, since we continue to believe that the country
is successfully positioning itself for a long-term economic upturn.
During the March quarter, we greatly reduced our investment in C & P
Homes, a builder of low-income housing, and purchased shares of DMCI
Holdings Inc., a construction company involved in large and
profitable infrastructure projects.

Our slight underweighting in Indonesia is virtually unchanged at
6.6% of net assets. During the quarter we added a new Indonesian
holding, P.T. Citra Marga Nusaphala Persada, a toll road developer
and operator. We also cut back on holdings in the consumer sector,
which had become slightly overvalued, in our view.

In Conclusion
As of March 31, the Fund had a 6.6% cash reserve position, which is
somewhat higher than the 5.8% cash position as of December 31, 1995,
but down from a high of nearly 10% in February 1996. We do not
foresee making any significant changes in country weightings in the
quarter ahead unless there is strong evidence of a slowdown in
Malaysia and, to a lesser extent, Thailand. However, as relative
valuations and fundamentals change among sectors and individual
companies within each country, we expect that our investments will
also shift as we seek the most attractive opportunities.

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 next report to shareholders.

Sincerely,




(Arthur Zeikel)
Arthur Zeikel
President




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

April 23, 1996
<PAGE>






PERFORMANCE DATA


About Fund Performance

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

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

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

* Class C Shares are subject to a distribution fee of 0.75% and an
  account maintenance fee of 0.25%. In addition, Class C Shares are
  subject to a 1% contingent deferred sales charge if redeemed within
  one year of purchase.

* Class D Shares incur a maximum initial sales charge of 5.25% and
  an account maintenance fee of 0.25% (but no distribution fee).

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


<PAGE>
<TABLE>
Recent
Performance
Results*
<CAPTION>
                                                                                     12 Month   3 Month
                                                  3/31/96    12/31/95    3/31/95     % Change   % Change
<S>                                                <C>        <C>         <C>        <C>          <C>
Class A Shares                                     $17.24     $15.99      $14.45     +19.31%      +7.82%
Class B Shares                                      17.17      15.98       14.38     +19.40       +7.45
Class C Shares                                      16.98      15.79       14.28     +18.91       +7.54
Class D Shares                                      17.29      16.05       14.47     +19.49       +7.73
Class A Shares--Total Return                                                         +20.65(1)    +7.82
Class B Shares--Total Return                                                         +19.59(2)    +7.45
Class C Shares--Total Return                                                         +19.61(3)    +7.54
Class D Shares--Total Return                                                         +20.52(4)    +7.73

<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 $0.176 per share ordinary
   income dividends.
(2)Percent change includes reinvestment of $0.025 per share ordinary
   income dividends.
(3)Percent change includes reinvestment of $0.091 per share ordinary
   income dividends.
(4)Percent change includes reinvestment of $0.136 per share ordinary
   income dividends.
</TABLE>



<TABLE>
Performance
Summary--
Class A Shares
<CAPTION>
                                    Net Asset Value       Capital Gains
Period Covered                  Beginning       Ending     Distributed    Dividends Paid*       % Change**
<C>                               <C>           <C>           <C>              <C>               <C>
10/21/94--12/31/94                $17.43        $15.05        $0.241           $0.251            -10.82%
1995                               15.05         15.99          --              0.176            + 7.44
1/1/96--3/31/96                    15.99         17.24          --               --              + 7.82
                                                              ------           ------
                                                        Total $0.241     Total $0.427

                                                          Cumulative total return as of 3/31/96: + 3.31%**

<PAGE>
<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 any sales charge; results would be lower if sales charge was
  included.
</TABLE>


<TABLE>
Performance
Summary--
Class B Shares
<CAPTION>
                                    Net Asset Value       Capital Gains
Period Covered                  Beginning       Ending     Distributed    Dividends Paid*       % Change**
<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
1994                               18.74         15.03         0.241            0.122            -17.86
1995                               15.03         15.98          --              0.025            + 6.49
1/1/96--3/31/96                    15.98         17.17          --               --              + 7.45
                                                              ------           ------
                                                        Total $0.247     Total $0.270

                                                          Cumulative total return as of 3/31/96: +77.59%**

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


<TABLE>
Performance
Summary--
Class C Shares
<CAPTION>
                                    Net Asset Value       Capital Gains
Period Covered                  Beginning       Ending     Distributed    Dividends Paid*       % Change**
<C>                               <C>           <C>           <C>              <C>               <C>
10/21/94--12/31/94                $17.29        $14.92        $0.241           $0.229            -10.98%
1995                               14.92         15.79          --              0.091            + 6.46
1/1/96--3/31/96                    15.79         16.98          --               --              + 7.54
                                                              ------           ------
                                                        Total $0.241     Total $0.320

                                                          Cumulative total return as of 3/31/96: +1.91%**
<PAGE>
<FN>
 *Figures may include short-term capital gains distributions.
**Figures assume reinvestment of all dividends and capital gains
  distributions at net asset value on the ex-dividend date, and do not
  reflect deduction of any sales charge; results would be lower if
  sales charge was deducted.
</TABLE>


<TABLE>
Performance
Summary--
Class D Shares***
<CAPTION>
                                    Net Asset Value       Capital Gains
Period Covered                  Beginning       Ending     Distributed    Dividends Paid*       % Change**
<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
1994                               18.77         15.08         0.241            0.211            -17.24
1995                               15.08         16.05          --              0.136            + 7.35
1/1/96--3/31/96                    16.05         17.29          --               --              + 7.73
                                                              ------           ------
                                                        Total $0.247     Total $0.609

                                                          Cumulative total return as of 3/31/96: +83.04%**

<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 charges; results would be lower if sales charge was
   included.
***As a result of the implementation of the Merrill Lynch Select
   Pricing SM System, Class A Shares of the Fund outstanding prior to
   October 21, 1994 were redesignated to Class D Shares.
</TABLE>


PERFORMANCE DATA (concluded)


Average Annual
Total Return

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

Class A Shares*

Year Ended 3/31/96                        +20.65%        +14.32%
Inception (10/21/94) through 3/31/96      + 2.28         - 1.47

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


                                         % Return        % Return
                                       Without CDSC     With CDSC**

Class B Shares*

Year Ended 3/31/96                        +19.59%        +15.59%
Inception (5/29/92) through 3/31/96       +16.13         +15.96

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



                                         % Return        % Return
                                       Without CDSC     With CDSC**

Class C Shares*

Year Ended 3/31/96                        +19.61%        +18.61%
Inception (10/21/94) through 3/31/96      + 1.32         + 1.32

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




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

Class D Shares*

Year Ended 3/31/96                        +20.52%        +14.20%
Inception (5/29/92) through 3/31/96       +17.04         +15.41

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



<TABLE>
SCHEDULE OF INVESTMENTS                                                                                       (in US Dollars)
<CAPTION>
                                 Face Amount/                                                                      Percent of
COUNTRIES    Industries          Shares Held        Long-Term Investments                 Cost            Value    Net Assets
<S>          <S>               <C>            <S>                                    <C>              <C>             <C>
Hong Kong    Banking               1,200,000  Dao Heng Bank Group Ltd.               $    5,245,523   $    4,965,089    0.3%
                                   8,071,000  Guoco Group, Ltd.                          35,028,436       44,456,245    2.7
                                   4,220,006  HSBC Holdings, Ltd.                        48,249,181       63,294,634    3.8
                                                                                     --------------   --------------  ------
                                                                                         88,523,140      112,715,968    6.8

             Conglomerates         6,745,000  Citic Pacific Ltd.                         22,796,209       26,163,693    1.6
                                  19,488,250  First Pacific Company Limited              20,688,888       27,717,966    1.7
                                  26,584,000  Guangdong Investment, Ltd.                 13,874,520       16,842,720    1.0
                               US$ 3,436,000  Guangdong Investment, Ltd.,
                                              4.50% due 10/07/1998 (b)                    4,364,557        4,286,410    0.3
                                  10,042,000  Hutchison Whampoa, Ltd.                    43,438,391       63,363,020    3.9
                                   3,537,000  Swire Pacific Ltd. 'A'                     20,320,090       31,098,526    1.9
                                   7,228,000  Swire Pacific Ltd. 'B'                      9,490,519        9,906,491    0.6
                                                                                     --------------   --------------  ------
                                                                                        134,973,174      179,378,826   11.0

             Electrical            9,063,000  Innovative International
             Equipment                        Holdings Ltd.                               3,948,192        2,724,525    0.2

             Electronic/          12,200,000  ASM Pacific Technology                      4,026,946       11,594,259    0.7
             Semiconductors

             Insurance            23,683,000  National Mutual Asia, Ltd.                 11,198,241       21,588,460    1.3

             Leisure               6,370,000  Hong Kong & Shanghai Hotels                 5,697,738       10,418,994    0.6

             Packaging            14,000,000  M.C. Packaging (HK), Ltd.                   6,547,529        5,249,547    0.3

             Publishing &          7,600,000  South China Morning Post Holdings           4,440,430        4,962,503    0.3
             Broadcasting          4,401,000  Television Broadcasts Ltd.                 17,630,137       16,189,352    1.0
                                                                                     --------------   --------------  ------
                                                                                         22,070,567       21,151,855    1.3

             Real Estate           9,666,000  Cheung Kong Holdings Ltd.                  53,327,250       68,114,430    4.1
                               US$15,900,000  Henderson Capital International,
                                              5% due 10/27/1996 (b)                      17,032,175       16,814,250    1.0
                                   4,779,739  New World Development Co., Ltd.            14,857,690       22,248,591    1.4
                               US$ 2,910,000  New World Development Co., Ltd.,
                                              4.375% due 12/11/2000 (b)                   3,327,755        3,091,875    0.2
                                   6,207,100  Sun Hung Kai Properties, Ltd.              40,790,596       55,578,184    3.4
                                   3,973,000  Wharf Holdings Ltd.                        14,713,572       15,000,207    0.9
                               US$ 9,840,000  Wharf Holdings Ltd., 5% due
                                              7/15/2000 (b)                               9,335,976       11,463,600    0.7
                                                                                     --------------   --------------  ------
                                                                                        153,385,014      192,311,137   11.7
<PAGE>
             Telecommunications   12,220,000  ABC Communications Holdings Ltd.            3,501,176        2,401,655    0.1
                                  26,776,615  Hong Kong Telecommunications, Ltd.         49,908,972       53,490,910    3.3
                                                                                     --------------   --------------  ------
                                                                                         53,410,148       55,892,565    3.4

             Utilities--           4,851,200  China Light & Power Co., Ltd.              22,444,036       21,891,244    1.3
             Electric & Gas       10,990,656  Hong Kong & China Gas Co. (The)            15,087,452       21,671,516    1.3
                                                                                     --------------   --------------  ------
                                                                                         37,531,488       43,562,760    2.6

                                              Total Long-Term Investments
                                              in Hong Kong                              521,312,177      656,588,896   39.9


India        Chemicals               472,300  Mardia Chemicals Ltd.                       2,130,094          490,385    0.0

             Consumer--Durables      456,000  IFB Industries Ltd.                         3,998,000        1,665,508    0.1

             Finance                  66,210  Housing Development Finance                 6,346,656        6,318,716    0.4

             Pharmaceuticals          99,200  Ranbaxy Laboratories Limited                2,000,872        1,928,483    0.1

             Steel Mills               2,871  Essar Steel Limited                             8,186            2,685    0.0

                                              Total Long-Term Investments in India       14,483,808       10,405,777    0.6


Indonesia    Banking               1,731,500  P.T. Bank International Indonesia           7,163,359        7,297,935    0.5

             Food                 11,614,032  P.T. Mayorah Indah                          6,796,338        8,572,617    0.5

             Infrastructure       12,500,000  P.T. Citra Marga Nusaphala Persada         16,468,814       16,179,932    1.0

             Miscellaneous         1,877,250  P.T. Modern Photo Film                      5,624,954       10,201,573    0.6
             --Consumer

             Pharmaceuticals       2,213,300  P.T. Kalbe Farma                            7,833,184        6,747,866    0.4

             Telecommunications      143,190  P.T. Indonesian Satellite Corp.
                                              (Indosat) (ADR)*                            5,040,414        4,886,359    0.3
                                     196,500  P.T. Telekomunikasi Indonesia (ADR)*        3,708,723        6,066,938    0.4
                                                                                     --------------   --------------  ------
                                                                                          8,749,137       10,953,297    0.7
<PAGE>
             Tobacco               4,574,500  P.T. Hanjaya Mandala Sampoerna              4,200,216       47,810,082    2.9

                                              Total Long-Term Investments in
                                              Indonesia                                  56,836,002      107,763,302    6.6
</TABLE>



<TABLE>
SCHEDULE OF INVESTMENTS (continued)                                                                           (in US Dollars)
<CAPTION>
                                 Face Amount/                                                                       Percent of
COUNTRIES    Industries          Shares Held        Long-Term Investments                 Cost            Value    Net Assets
<S>          <S>               <C>            <S>                                    <C>              <C>             <C>
Malaysia     Banking               4,256,000  Affin Holdings BHD                     $    6,646,052   $    9,594,305    0.6%
                                   1,507,200  Arab-Malaysian Merchant Bank BHD            7,134,948       19,968,835    1.2
                                   3,202,000  Malayan Banking BHD                        11,414,612       29,886,178    1.8
                                   4,504,000  Public Bank BHD (Foreign)                   7,039,913       12,401,515    0.8
                                                                                     --------------   --------------  ------
                                                                                         32,235,525       71,850,833    4.4

             Building &            5,200,000  I.J.M. Corp. BHD                            6,266,933        9,048,843    0.5
             Construction

             Conglomerates         6,668,000  Renong BHD                                  7,833,973       10,865,003    0.7
                                     993,600  Renong BHD (Preferred)                        391,104          282,931    0.0
                                     621,000  Renong BHD (Warrants)(a)                      164,410          157,184    0.0
                               US$ 9,025,000  Renong BHD, 2.50% due 1/15/2005 (b)         9,994,404       10,333,625    0.6
                                                                                     --------------   --------------  ------
                                                                                         18,383,891       21,638,743    1.3

             Finance                 938,000  Hong Leong Credit BHD                       6,877,505        4,414,554    0.3

             Food                  1,721,700  Nestle Malaysia BHD                         7,333,320       15,320,645    0.9

             Leisure               4,154,000  Berjaya Sports TOTO BHD                     9,941,909       12,485,822    0.8
                                   1,281,500  Genting BHD                                11,837,879       11,606,229    0.7
                                   2,980,000  Resorts World BHD                          10,407,072       16,971,327    1.0
                                                                                     --------------   --------------  ------
                                                                                         32,186,860       41,063,378    2.5

             Real Estate           4,156,000  Land & General BHD                          5,065,849       11,012,537    0.7

             Telecommunications    4,211,000  Leader Universal Cable BHD                  6,925,897       11,990,983    0.7
                                   1,631,000  Telekom Malaysia BHD                       10,798,393       15,029,583    0.9
                               US$10,450,000  Telekom Malaysia BHD, 4% due
                                              10/03/2004 (b)                             10,262,023       11,312,125    0.7
                                                                                     --------------   --------------  ------
                                                                                         27,986,313       38,332,691    2.3
<PAGE>
             Transportation          489,333  Malaysian International
                                              Shipping Co. BHD (Foreign)                    954,661        1,383,718    0.1

                                              Total Long-Term Investments
                                              in Malaysia                               137,290,857      214,065,942   13.0


Philippines  Banking                 362,400  Philippine Commercial Inter-
                                              national Bank                               3,076,660        4,160,735    0.3

             Beverages             6,246,240  San Miguel Corporation 'B'                 10,222,586       21,035,940    1.3

             Conglomerates         1,184,183  Benpres Holdings Corp. (GDR)**             10,003,486        7,330,093    0.4

             Construction         13,269,300  DMCI Holdings Inc.                          8,083,825        8,632,916    0.5

             International Trade  16,566,770  International Container Terminal            8,867,496        9,668,704    0.6

             Real Estate           4,822,500  Ayala Land, Inc. 'B'                        5,508,954        7,843,714    0.5
                                     161,300  C & P Homes                                   132,597          121,916    0.0
                                                                                     --------------   --------------  ------
                                                                                          5,641,551        7,965,630    0.5

             Retail               50,408,475  SM Prime Holdings                          10,093,708       15,047,306    0.9

             Telecommunications       37,880  Philippine Long Distance Telephone
                                              Co. (ADR)*                                  2,282,813        2,017,110    0.1

             Utilities--           1,357,950  Manila Electric Co. (MERALCO) 'B'           6,429,540       12,004,839    0.7
             Electric & Gas

                                              Total Long-Term Investments in
                                              the Philippines                            64,701,665       87,863,273    5.3


Singapore    Airlines              1,862,000  Singapore Airlines Ltd. (Foreign)          13,953,626       19,321,393    1.2

             Automotive            1,610,000  Cycle & Carriage, Ltd.                      7,464,505       18,537,313    1.1

             Banking               2,534,000  Development Bank of Singapore
                                              Ltd. (Foreign)                             26,031,743       31,157,214    1.9
                                   1,366,866  Overseas Chinese Banking Corp.
                                              (Foreign)                                   8,900,801       18,360,887    1.1
                                   2,690,704  United Overseas Bank (Foreign)             18,536,290       27,155,648    1.7
                                                                                     --------------   --------------  ------
                                                                                         53,468,834       76,673,749    4.7

             Beverages             1,509,600  Fraser & Neave Ltd.                        17,616,785       17,059,446    1.0
<PAGE>
             Conglomerates         3,139,200  ACMA Ltd.                                   8,074,466        9,772,350    0.6

             Publishing            1,142,400  Singapore Press Holdings Ltd.
             & Broadcasting                   (Foreign)                                  11,734,325       22,815,522    1.4

             Real Estate           2,085,000  City Development Ltd.                      16,881,415       18,523,454    1.1
                                   4,686,000  DBS Land Ltd.                              14,497,491       17,984,648    1.1
                                                                                     --------------   --------------  ------
                                                                                         31,378,906       36,508,102    2.2

                                              Total Long-Term Investments in
                                              Singapore                                 143,691,447      200,687,875   12.2


South Korea  Electronics              26,800  Samsung Electronics Co.                     3,589,980        3,152,135    0.2
                                       8,077  Samsung Electronics Co. (New Shares)        1,060,300          940,483    0.0
                                      36,225  Samsung Electronics Co. (New Shares)
                                              (Preferred) (GDR)**                         1,528,309        1,159,206    0.1
                                     120,199  Samsung Electronics Co.
                                              (Preferred) (GDR)**                         5,989,164        4,327,160    0.3
                                                                                     --------------   --------------  ------
                                                                                         12,167,753        9,578,984    0.6

             Retail                  103,804  Shinsegae Department Stores Co.             3,397,081        7,365,311    0.5
                                      11,284  Shinsegae Department Stores Co. (New)         615,022          751,593    0.0
                                                                                     --------------   --------------  ------
                                                                                          4,012,103        8,116,904    0.5

             Steel                   143,600  Pohang Iron & Steel Co., Ltd.              13,187,601       11,949,532    0.7

             Telecommunications       37,458  Korea Mobile Telecommunications Corp.      12,202,949       22,986,244    1.4

             Utilities--             587,680  Korean Electric & Power Corp.              19,069,823       24,519,224    1.5
             Electric & Gas

                                              Total Long-Term Investments in
                                              South Korea                                60,640,229       77,150,888    4.7


Taiwan       Closed-End Funds        343,300  The R.O.C. Taiwan (ADR)*                    2,904,850        3,561,738    0.2

             Electronic/             377,000  Advanced Semiconductor Engineering,
             Semiconductors                   Inc. (GDR)**                                5,892,909        4,147,000    0.3

                                              Total Long-Term Investments in Taiwan       8,797,759        7,708,738    0.5

<PAGE>
Thailand     Banking               1,597,360  Bangkok Bank Public Company Ltd.
                                              (Foreign)                                   9,808,224       21,526,056    1.3
                               US$14,764,000  Bangkok Bank Public Company Ltd.,
                                              3.25% due 3/03/2004 (b)                    16,298,872       17,089,330    1.1
                                   3,453,333  Industrial Finance Corp. of Thailand        5,771,637       12,592,415    0.8
                                     884,347  Siam Commercial Bank Public Co.
                                              (Foreign)                                   7,195,502       13,599,946    0.8
                               US$ 9,791,000  Siam Commercial Bank Public Co.,
                                              3.25% due 1/24/2004 (b)                    10,884,329       12,140,840    0.7
                                   1,652,300  Thai Farmers Bank, Ltd. (Foreign)          15,531,720       19,384,891    1.2
                                                                                     --------------   --------------  ------
                                                                                         65,490,284       96,333,478    5.9

             Financial             1,834,800  Finance One Co., Ltd. (Foreign)            12,567,383       13,744,637    0.8
             Services              1,698,000  Phatra Thanakit Co., Ltd.                  15,255,671       15,613,793    1.0
                                                                                     --------------   --------------  ------
                                                                                         27,823,054       29,358,430    1.8
</TABLE>



<TABLE>
SCHEDULE OF INVESTMENTS (concluded)                                                                           (in US Dollars)
<CAPTION>
                                                                                                                   Percent of
COUNTRIES    Industries         Shares Held         Long-Term Investments                 Cost            Value    Net Assets
<S>          <S>               <C>            <S>                                    <C>              <C>             <C>
Thailand     Mutual Funds         15,977,000  Ruam Pattana Fund II                   $    6,993,984   $   10,290,379    0.6%
(concluded)
             Oil & Gas             1,331,500  PITT Exploration                           12,867,796       16,887,832    1.0

             Real Estate             936,000  Land & House Public Co. (Foreign)           7,122,664       15,433,056    0.9

             Telecommunications      510,000  Advanced Information Service                7,561,746        9,783,591    0.6


                                              Total Long-Term Investments in
                                              Thailand                                  127,859,528      178,086,766   10.8


                                              Total Long-Term Investments             1,135,613,472    1,540,321,457   93.6



                                   Face
                                  Amount            Short-Term Securities
<S>          <S>               <C>            <S>                                    <C>              <C>             <C>
United       Commercial        US$31,117,000  Associates Corp. of North America,
States       Paper***                         5.48% due 4/01/1996                        31,107,527       31,107,527    1.9
                                  50,000,000  Goldman Sachs Group L.P., 5.35%
                                              due 4/25/1996                              49,806,806       49,806,806    3.0
                                                                                     --------------   --------------  ------
                                                                                         80,914,333       80,914,333    4.9
<PAGE>
             US Government        28,415,000  Federal National Mortgage
             & Agency                         Association, 5.13% due 4/11/1996           28,366,410       28,366,410    1.7
             Obligations***
                                              Total Investments in Short-Term
                                              Securities                                109,280,743      109,280,743    6.6

             Total Investments                                                       $1,244,894,215    1,649,602,200  100.2
                                                                                     ==============
             Liabilities in Excess of Other Assets                                                        (2,825,712)  (0.2)
                                                                                                      --------------  ------
             Net Assets                                                                               $1,646,776,488  100.0%
                                                                                                      ==============  ======

             Net Asset Value:   Class A--Based on net assets of $44,686,298 and
                                         2,592,754 shares outstanding                                 $        17.24
                                                                                                      ==============
                                Class B--Based on net assets of $1,222,956,765
                                         and 71,205,938 shares outstanding                            $        17.17
                                                                                                      ==============
                                Class C--Based on net assets of $62,496,556 and
                                         3,681,097 shares outstanding                                 $        16.98
                                                                                                      ==============
                                Class D--Based on net assets of $316,636,869 and
                                         18,317,650 shares outstanding                                $        17.29
                                                                                                      ==============


          <FN>
            *American Depositary Receipts (ADR).
           **Global Depositary Receipts (GDR).
          ***Commercial Paper and certain US Government & Agency Obligations
             are traded on a discount basis; the interest rates shown are the
             discount rates paid at the time of purchase by the Fund.
          (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)Convertible security.
</TABLE>






PORTFOLIO INFORMATION

<PAGE>
Investments
As of 3/31/96

Ten Largest Equity Holdings               Percent of
Represented in the Portfolio              Net Assets

Cheung Kong Holdings, Ltd.                   4.1%
Hutchison Whampoa, Ltd.                      3.9
HSBC Holdings, Ltd.                          3.8
Sun Hung Kai Properties, Ltd.                3.4
Hong Kong Telecommunications, Ltd.           3.3
P.T. Hanjaya Mandala Sampoerna               2.9
Guoco Group, Ltd.                            2.7
Development Bank of Singapore Ltd.           1.9
Swire Pacific Ltd. 'A'                       1.9
Malayan Banking BHD                          1.8




Ten Largest Industries                    Percent of
Represented in the Portfolio              Net Assets

Banking                                     22.6%
Real Estate                                 16.0
Conglomerates                               13.3
Telecommunications                           8.5
Utilities--Electric & Gas                    4.8
Leisure                                      3.1
Tobacco                                      2.9
Publishing & Broadcasting                    2.7
Beverages                                    2.3
Food                                         1.4





EQUITY PORTFOLIO CHANGES


For the Quarter Ended March 31, 1996


Additions

City Development Ltd.
DMCI Holdings Inc.
Dao Heng Bank Group Ltd.
Fraser & Neave Ltd.
P.T. Citra Marga Nusaphala Persada
Renong BHD (Preferred)
Renong BHD (Warrants)
Samsung Electronics Co.
Samsung Electronics Co. (New Shares)
Samsung Electronics Co. (New Shares)
  (Preferred) (GDR)
<PAGE>


Deletions

Fraser & Neave Ltd. (Warrants)
I.P.C. Corp.
International Engineering Co. Ltd.
Pakistan Telecommunications (GDR)
Pernas International Hotels & Properties
  BHD (Warrants)
Reliance Industries (ADR)
Sembawang Maritime Ltd.






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