MERRILL LYNCH GLOBAL SMALLCAP FUND INC
N-30D, 1996-08-28
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MERRILL LYNCH
GLOBAL SMALLCAP
FUND, INC.









FUND LOGO










Annual Report

June 30, 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
Andrew John Bascand, Vice President
Donald C. Burke, Vice President
Kenneth Chiang, Vice President
Adrian Holmes, Vice President
Grace Pineda, Vice President
James Russell, Vice President
Daniel V. Szemis, Vice President
Gerald M. Richard, Treasurer
Robert Harris, 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











This report is not authorized for use as an offer of sale or
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
Global SmallCap
Fund, Inc.
Box 9011
Princeton, NJ
08543-9011




MERRILL LYNCH GLOBAL SMALLCAP FUND, INC.



Merrill Lynch
Global SmallCap
Fund, Inc.
Management Team
<PAGE>

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

Kenneth Chiang--Co-Portfolio Manager--Emerging Markets Investments.
Mr. Chiang is primarily responsible for the Fund's investments in
emerging markets in Asia.

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

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

James Russell--Co-Portfolio Manager--Japanese Investments. Mr.
Russell is primarily responsible for the Fund's Japanese
investments.

Daniel Szemis--Co-Portfolio Manager--US Investments. Mr. Szemis is
primarily responsible for the Fund's investments in the United
States.


<TABLE>
Important Tax
Information
(unaudited)
<CAPTION>

The following information summarizes all per share distributions
paid by Merrill Lynch Global SmallCap Fund, Inc. during its fiscal
year ended June 30, 1996:


                                         Qualifying   Non-Qualifying
                                          Domestic       Domestic
                  Record      Payable     Ordinary       Ordinary   Foreign Source  Total Ordinary  Foreign Taxes      Long-Term
                   Date        Date        Income         Income        Income          Income     Paid or Withheld   Capital Gains
<S>              <C>         <C>          <C>            <C>          <C>             <C>              <C>              <C>
Class A Shares   12/12/95    12/20/95     $.003797       $.070911     $.030628        $.105336         $.005705         $.053281

Class B Shares   12/12/95    12/20/95     $.001892       $.035337     $.015263        $.052492         $.005705         $.053281

Class C Shares   12/12/95    12/20/95     $.001858       $.034696     $.014986        $.051540         $.005705         $.053281

Class D Shares   12/12/95    12/20/95     $.003341       $.062402     $.026952        $.092695         $.005705         $.053281


The qualifying domestic ordinary income qualifies for the dividends
received deduction for corporations.
<PAGE>
The foreign taxes paid or withheld represent taxes incurred by the
Fund on dividends received by the Fund from foreign sources. Foreign
taxes paid or withheld should be included as foreign source income
with an offsetting deduction from gross income or as a credit for
taxes paid to foreign governments. You should consult your tax
adviser regarding the appropriate treatment of foreign taxes paid.

Please retain this information for your records.
</TABLE>


DEAR SHAREHOLDER


Global equity markets produced positive returns during the June
quarter, despite increasing expectations of higher interest rates.
The US dollar total return of the unmanaged Salomon Brothers
Extended Market Index (SEMI), a specialist global small cap index,
during the three months ended June 30, 1996 was +4.1%. Small caps
outperformed large cap issues during the last three months. The US
dollar total return of the unmanaged Financial Times/S&P--Actuaries
World Index, an indicator of large cap performance, was +2.9% during
the June quarter.

The best-performing small cap equity markets were in Continental
Europe, with Italy and Ireland returning +14.1% and +9.1%,
respectively, in US dollar terms. The US small cap market
underperformed the SEMI, returning +3.3% during the second quarter
of 1996. According to the International Finance Corp., emerging
market equities rose 4.3% during the June quarter, with Latin
American markets increasing by 9.9%.

For the three-month period ended June 30, 1996, total returns for
Merrill Lynch Global SmallCap Fund, Inc.'s Class A, Class B, Class C
and Class D Shares were +7.42%, +7.10%, +7.21% and +7.44%,
respectively. (Results shown do not reflect sales charges and would
be lower if sales charges were included. Complete performance
information, including average annual total returns, can be found on
pages 4--6 of this report to shareholders.)

The Fund's outperformance of the SEMI during the quarter ended June
30, 1996 reflected positive contributions from stock selection and
overweighted positions in Continental European small caps and
emerging markets, together with an underweight position in the US
market. Currency management was also positive for Fund performance.

Portfolio Strategy
Our strategic investment stance became more defensive during the
June quarter. We increased the Fund's cash balances by reducing
exposure in the United States and Japan. Strategically, we continue
to favor Japanese small cap equities to those of the United States.
<PAGE>
We reduced the Fund's overweight positions in Continental Europe,
Japan and Pacific Basin small caps. We also increased our
underweight position in US small cap issues. Substantial purchases
included stocks such as our increased position in Sun International
(South Africa) Ltd., and our new positions in Walter AG in Germany;
Bure Investment AB in Sweden; and Disetronic Holdings AG in
Switzerland. Significant sales included Ace, Ltd., Applied
Bioscience International, Inc. and Oakwood Homes Corporation in the
United States; Ahrend Groep NV in the Netherlands; and London
International Group in the United Kingdom.

At June 30, 1996, the Fund had invested approximately 18% of net
assets in the United States; 25% in Japan; 23% in Continental
Europe; and 10% in the Pacific Basin (ex-Japan). It also had an
equity position of 8% in the United Kingdom, together with 6% in
other equity markets including Brazil, South Africa, Canada and
Poland. We increased the effective cash position to 8% of net asset
value. In relation to currency hedging, we reduced the Fund's
overweight US dollar stance partially through expiration of US
dollar call options relative to the Japanese yen.

Economic and Investment
Environment
US final demand, output and employment indicators continued to firm,
contributing to a sharp reversal in US interest rate expectations in
1996. The US ten-year Treasury yield increased to 7.1% during the
June quarter, from a low of 5.5% in January. We expect continued
strong economic growth in the United States as previously excessive
inventory levels are reduced. However, it is possible that both the
US housing and automobile sectors have reached peak expansion growth
rates. Additionally, it seems that the US Treasury market has
discounted the strengthening in growth and the potential
inflationary risks.

US profit margins remained at peak levels, and there appeared to be
little scope for further expansion in US earnings per share,
especially with the US dollar's recent strengthening. Therefore, US
equities may be exposed to a tightening in monetary policy, and as a
result a number of other equity markets may experience volatility.

Elsewhere, economic indicators continued to show a mixed picture in
Europe, while Japan recently showed a recovery in economic activity.
In the first quarter of 1996, European economies generally exhibited
weak activity, in response to fiscal consolidation plans, the 1995
slowdown in world trade growth, and uncompetitive pricing. However,
monetary easing continued and recently imparted a potentially strong
stimulus to growth. Specifically, interest rate reductions in both
core and peripheral European economies, combined with relative
weakness in currencies to both the US dollar and, to a lesser
extent, the Japanese yen, should improve both external and internal
demand conditions. Consequently, we expect a firming of economic
activity across Europe in the latter half of 1996 and through 1997.
<PAGE>
In Japan, the combination of an easy fiscal policy, low interest
rates and significant currency depreciation continued to result in
improved corporate profits. The banking system, while still
confronted by a large unrecoverable loan problem, is generating
significant operating profits, partly because of the Bank of Japan's
current money market operations. Japanese growth expectations rose
steadily. The firming in growth was associated with an anticipation
of higher interest rates and a rise in bond yields. If the yen stays
below 105 relative to the US dollar, we expect Japanese profits to
continue expanding even with only modest annual average gross
domestic product (GDP) growth.

Fiscal Year in Review
During the year ended June 30, 1996, total returns for the Fund's
Class A, Class B, Class C and Class D Shares were +23.87%, +22.57%,
+22.56% and +23.50%, respectively. The unmanaged SEMI's total return
was +19.6% over the year in US dollar terms.

The Fund's fiscal year was marked by a number of notable market
factors. The significant recovery in Japanese economic activity
culminated in real GDP growth rising by an annualized rate of 12.7%
in the first quarter of 1996. A significant correction in US
technology stocks continued into July 1996. In addition, the US
dollar gained against both the yen and the Deutschemark. Finally, a
recovery in economic activity in both the United States and Europe
combined with stronger Japanese activity led to significant
outperformance of small cap equities over large cap equities.

Asset allocation and currency selection across equity markets added
to performance during the year. Stock selection also added to
performance, with particular contributors in Emerging Europe,
Pacific Basin (ex-Japan) and Europe.

In Conclusion
We continued to aggressively under-weight US small caps, while
holding an overweight stance toward Japanese, Continental European
and emerging market small caps. We adopted a more defensive
investment policy, retaining an effective 8% cash position for the
Fund. However, following a possible correction in equity markets, a
stronger global economic environment should assist outperformance of
small cap equities over large cap equities. In addition, we believe
a diversified global fund that emphasizes foreign small cap issues
should provide a good long-term investment vehicle.

We thank you for your continued interest in Merrill Lynch Global
SmallCap Fund, Inc., and we look forward to reviewing our strategy
with you in our upcoming quarterly shareholder letter.
<PAGE>
Sincerely,



(Arthur Zeikel)
Arthur Zeikel
President



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



(Ken Chiang)
Ken Chiang
Co-Portfolio Manager
Emerging Markets Investments--Asia



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



(Grace Pineda)
Grace Pineda
Co-Portfolio Manager
Emerging Markets Investments--
Europe and Latin America



(James Russell)
James Russell
Co-Portfolio Manager
Japanese Investments



(Daniel V. Szemis)
Daniel V. Szemis
Co-Portfolio Manager
US Investments
<PAGE>


August 7, 1996





PERFORMANCE DATA


About Fund
Performance


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

* Class A Shares incur a maximum initial sales charge (front-end
  load) of 5.25% and bear no ongoing distribution or account
  maintenance fees. Class A Shares are available only to eligible
  investors, as detailed in the Fund's prospectus. If you were a Class
  A shareholder 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 approximately 8 years.

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

* 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>


Total Return
Based on a
$10,000
Investment--
Class A and 
Class C Shares

A line graph depicting the growth of an investment in the Fund's Class A 
Shares and Class C Shares compared to growth of an investment in the Salomon
Brothers Extended Market Index. Beginning and ending values are:


                                              10/21/94**       6/96

Merrill Lynch Global SmallCap Fund, Inc.++--
Class A Shares*                                $ 9,475        $10,667

Merrill Lynch Global SmallCap Fund, Inc.++--
Class C Shares*                                $10,000        $11,062

Salomon Brothers Extended Market
Index++++                                      $10,000        $12,318

[FN]
   *Assuming maxiumum sales charge, transaction costs and other
    operating expenses, including advisory fees.
  **Commencement of Operations.
  ++Merrill Lynch Global SmallCap Fund, Inc. invests primarily in a
    diversed portfolio of equity securities of issuers with relatively
    small market capitalizations located in various foreign countries and
    the United States.
++++This unmanaged broad-based global small cap Index provides returns from
    stocks in 22 markets.


Average Annual
Total Return--
Class A and 
Class C Shares


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

Class A Shares*

Year Ended 6/30/96                        +23.87%        +17.37%
Inception (10/21/94) through 6/30/96      + 7.25         + 3.89

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

                                         % Return        % Return
                                       Without CDSC     With CDSC**

Class C Shares*

Year Ended 6/30/96                        +22.56%        +21.56%
Inception (10/21/94) through 6/30/96      + 6.14         + 6.14

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



Total Return
Based on a
$10,000
Investment--
Class B and 
Class D Shares


A line graph depicting the growth of an investment in the Fund's
Class A Shares and Class C Shares compared to growth of an
investment in the Salomon Brothers Extended Market Index. Beginning
and ending values are:


                                                8/5/94**       6/96

Merrill Lynch Global SmallCap Fund, Inc.++--
Class B Shares*                                $10,000        $10,542

Merrill Lynch Global SmallCap Fund, Inc++--
Class D Shares                                 $ 9,475        $10,432

Salomon Brothers Extended Market
Index++++                                      $10,000        $12,442

[FN]
   *Assuming maximum sales charge, transaction costs and other
    operating expenses, including advisory fees.
  **Commencement of Operations.
  ++Merrill Lynch Global SmallCap Fund, Inc. invests primarily in a
    diversed portfolio of equity securities of issuers with relatively
    small market capitalizations located in various foreign countries and
    the United States.
++++This unmanaged broad-based global small cap Index provides
    returns from stocks in 22 markets.
<PAGE>

Average Annual
Total Return--
Class B and 
Class D Shares


                                         % Return       % Return
                                       Without CDSC    With CDSC**

Class B Shares*

Year Ended 6/30/96                        +22.57%        +18.57%
Inception (8/5/94) through 6/30/96        + 4.34         + 2.81

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


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

Class D Shares*

Year Ended 6/30/96                        +23.50%        +17.02%
Inception (8/5/94) through 6/30/96        + 5.18         + 2.25

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



<TABLE>
Performance
Summary--
Class A Shares++
<CAPTION>
                           Net Asset Value            Capital Gains
Period Covered           Beginning    Ending           Distributed       Dividends Paid*        % Change**
<S>                        <C>        <C>                 <C>                   <C>              <C>
10/21/94--12/31/94         $9.82      $ 9.37              $0.005                  --             - 4.53%
1995                        9.37        9.27               0.053                $0.105           + 0.66
1/1/96--6/30/96             9.27       10.86                --                    --             +17.15
                                                          ------                ------
                                                    Total $0.058          Total $0.105

                                                          Cumulative total return as of 6/30/96: +12.58%**
</TABLE>
<PAGE>

<TABLE>
Performance
Summary--
Class B Shares
<CAPTION>
                           Net Asset Value            Capital Gains
Period Covered           Beginning    Ending           Distributed       Dividends Paid*        % Change***
<S>                       <C>         <C>                 <C>                   <C>              <C>
8/5/94--12/31/94          $10.00      $ 9.34              $0.005                  --             - 6.55%
1995                        9.34        9.19               0.053                $0.052           - 0.45
1/1/96--6/30/96             9.19       10.71                --                    --             +16.54
                                                          ------                ------
                                                    Total $0.058          Total $0.052

                                                           Cumulative total return as of 6/30/96: +8.42%***

<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.
***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.
 ++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)

<TABLE>
Performance
Summary--
Class C Shares
<CAPTION>

                           Net Asset Value            Capital Gains
Period Covered           Beginning    Ending           Distributed       Dividends Paid*        % Change***
<S>                        <C>        <C>                 <C>                   <C>              <C>
10/21/94--12/31/94         $9.80      $ 9.34              $0.005                 --              - 4.64%
1995                        9.34        9.19               0.053                $0.052           - 0.46
1/1/96--6/30/96             9.19       10.71                --                    --             +16.54
                                                          ------                ------
                                                    Total $0.058          Total $0.052

                                                          Cumulative total return as of 6/30/96: +10.62%***
</TABLE>
<PAGE>

<TABLE>
Performance
Summary--
Class D Shares++
<CAPTION>
                           Net Asset Value            Capital Gains
Period Covered           Beginning    Ending           Distributed       Dividends Paid*        % Change**
<S>                       <C>         <C>                 <C>                   <C>              <C>
8/5/94--12/31/94          $10.00      $ 9.37              $0.005                 --              - 6.25%
1995                        9.37        9.25               0.053                $0.093           + 0.31
1/1/96--6/30/96             9.25       10.83                --                    --             +17.08
                                                          ------                ------
                                                    Total $0.058          Total $0.093

                                                          Cumulative total return as of 6/30/96: +10.10%**

<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.
***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.
 ++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>


<TABLE>
Recent
Performance
Results*
<CAPTION>
                                                                                    12 Month    3 Month
                                                 6/30/96    3/31/96    6/30/95      % Change    % Change
<S>                                               <C>        <C>         <C>         <C>          <C>
Class A Shares                                    $10.86     $10.11      $8.92       +22.46% (1)  +7.42%
Class B Shares                                     10.71      10.00       8.84       +21.87(1)    +7.10
Class C Shares                                     10.71       9.99       8.84       +21.87(1)    +7.21
Class D Shares                                     10.83      10.08       8.91       +22.26(1)    +7.44
Class A Shares--Total Return                                                         +23.87(2)    +7.42
Class B Shares--Total Return                                                         +22.57(3)    +7.10
Class C Shares--Total Return                                                         +22.56(4)    +7.21
Class D Shares--Total Return                                                         +23.50(5)    +7.44

<PAGE>
<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 $0.053 per share capital
   gains distributions.
(2)Percent change includes reinvestment of $0.105 per share ordinary
   income dividends and $0.053 per share capital gains distributions.
(3)Percent change includes reinvestment of $0.052 per share ordinary
   income dividends and $0.053 per share capital gains distributions.
(4)Percent change includes reinvestment of $0.052 per share ordinary
   income dividends and $0.053 per share capital gains distributions.
(5)Percent change includes reinvestment of $0.093 per share ordinary
   income dividends and $0.053 per share capital gains distributions.
</TABLE>



EQUITY PORTFOLIO CHANGES (unaudited)


For the Quarter Ended June 30, 1996

Additions

*Affinity Technology Group, Inc.
*Affymetrix Inc.
 Air Express International Corp.
 Altran Technologies S.A.
*Amdahl Corp.
 Arbatax International Inc.
 Arcadian Corp.
*Aspect Development, Inc.
 BE Aerospace Inc.
 Banco Ganadero S.A. (ADR)
 Bearings, Inc.
 Biomatrix, Inc.
*Blount Inc. (Class A)
 Bure Investment AB
 CHS Electronics Inc.
 Canon Chemicals, Inc.
*Cardiogenesis Corp.
 Carli Grey International A/S
 CasTech Aluminum Group, Inc.
 Celltech Group PLC
 Chico's Fashions Inc.
 Cincinnati Milacron, Inc.
 Commonwealth Aluminum 
   Corp.
 Compuware Corp.
*Control Data Systems, Inc.
<PAGE>
 Dewhirst Group PLC
 Disetronic Holding AG
*Donna Karan International Inc.
 Eregli Demir Ve Celik
   Fabrikalari A.S.
 Expeditors International of 
   Washington, Inc.
 Far East Bank & Trust
   Company
*Garden Botanika Inc.
 Giant Cement Holding, Inc.
 Gibraltar Steel Corp.
 Grupo Financiero Banorte,
   S.A. de C.V.
*Harper Group Inc.
 Healthdyne Technologies, Inc.
*Heartport Inc.
 Hyperion Software Corp.
 ITI Technologies Inc.
*Infoseek Corp.
 Jurys Hotel Group PLC
 Kondor Wessels Group NV
 Levitz Furniture Inc.
*Lukens Inc.
 Mercer International, Inc.
*Millennium Pharmaceuticals,
   Inc.
 Mississippi Chemical Corp.
 Network Equipment
   Technologies, Inc.
*Neurocrine Biosciences, Inc.
 Nobel Biocare AB
*Open Market Inc.
*Outdoor Systems Inc.
 Oxford Molecular Group PLC
*Planet Hollywood
   International, Inc.
*Planning Science Group (ADR)
 Platinum Technology Inc.
 Players International Inc.
 Pope & Talbot, Inc.
*SS&C Technologies Inc.
*Saks Holdings Inc.
 Shiloh Industries, Inc.
 Siderar S.A. (ADR)
 Sierra Health Services Inc.
 Sommer Allibert S.A.
 Symantec Corp.
 Telxon Corporation
 Tingyi (Cayman Islands)
   Holdings Co., Inc.
*Transition Systems Inc.
*Twelve Technologies Inc.
 VLSI Technology, Inc.
 Walter AG
 Zemex Corporation
<PAGE>
Deletions

 Ace, Ltd.
*Affinity Technology Group, Inc.
*Affymetrix Inc.
 Ahrend Groep NV
 Aksigorta A.S.
 Alarko Holdings A.S.
*Amdahl Corp.
 American Water Works
   Company, Inc.
 Ampal-American Israel Corp.
*Aspect Development, Inc.
*Blount Inc. (Class A)
 Brasmotor Group S.A.
   (Preferred)
 Burlington Industries, Inc.
 Cafe de Coral Holdings Ltd.
*Cardiogenesis Corp.
 Charming Shoppes, Inc.
 Comptek Research, Inc.
*Control Data Systems, Inc.
 Delta Dairy S.A. (Ordinary)
*Donna Karan International Inc.
 Duff & Phelps Credit Rating 
   Company
 Finnair OY
*Garden Botanika Inc.
 Hancock Fabrics, Inc.
 Harleysville Group, Inc.
*Harper Group Inc.
*Heartport Inc.
 Hellaby Holdings Ltd.
 Independent News Ltd.
 Information Resources, Inc.
*Infoseek Corp.
 London International Group 
   (Ordinary)
*Lukens Inc.
 Manhattan Card Co. Ltd.
 Marisa Christina, Inc.
 Marufuji Sheet Piling Co., Ltd.
 Maspro Denkoh Corp.
 Merloni Elettrodomestici S.p.A.
*Millennium Pharmaceuticals, 
   Inc.
 Movie Gallery, Inc.
*Neurocrine Biosciences, Inc.
 Nissho Iwai Steel Leasing Co.
 Oakwood Homes Corporation
*Open Market Inc.
 Orient Overseas International 
   Ltd.
<PAGE>
*Outdoor Systems Inc.
 PDL Industries Ltd.
 PT Kabelmetal Indonesia
 PT Tambang Timah (GDR)
 Pharmacopeia, Inc.
 Pier 1 Imports, Inc.
*Planet Hollywood
   International, Inc.
*Planning Science Group (ADR)
 Ports of Auckland Ltd.
 Progress Software Corporation
 Ramsay Managed Care, Inc.
 Refrigeracao Parana S.A.
   (Preferred)
*SS&C Technologies Inc.
*Saks Holdings Inc.
 Samsung Electronics Co. (GDR)
 Samsung Electronics Co.
   (New Shares) (GDR)
 Service Merchandise Co., Inc.
 Sterling Commerce, Inc.
 Tomoku Co., Ltd.
*Transition Systems Inc.
 Trust Bank New Zealand Ltd.
*Twelve Technologies Inc.
 Washington Homes, Inc.
 Wo Kee Hong Holdings Ltd.
 Zodiac S.A.

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



<TABLE>
SCHEDULE OF INVESTMENTS                                                                                         (in US dollars)
<CAPTION>
                                                                                                           Value    Percent of
EUROPE       Industries          Shares Held                 Investments                    Cost         (Note 1a)  Net Assets

<S>          <S>                   <C>        <S>                                      <C>              <C>           <C>    
Denmark      Textiles                 21,674  ++Carli Grey International A/S           $    592,344     $    709,896    0.4%

                                                Total Investments in Denmark                592,344          709,896    0.4


Finland      Holding Company          60,000  ++America Group Ltd.                        1,079,450        1,008,338    0.6
                                      19,300    Fiskars OY AB                               989,408        1,081,163    0.7

                                                Total Investments in Finland              2,068,858        2,089,501    1.3
<PAGE>

France       Advertising              10,440    Havas Advertising S.A. (h)                  946,224        1,176,910    0.7

             Computer Software         2,157  ++Altran Technologies S.A.                    561,773          667,852    0.4

             Holding Company           2,978    Societe EuraFrance S.A.                     901,134        1,151,841    0.7

             Industrials               4,575    Ecco S.A.                                   884,235        1,151,531    0.7

             Insurance                 2,868    Cardif S.A.                                 282,878          400,795    0.3

             Manufacturing             3,500    Sommer Allibert S.A.                      1,037,025          889,796    0.5

                                                Total Investments in France               4,613,269        5,438,725    3.3


Germany      Machine Tools &           3,850  ++Walter AG                                   977,454        1,113,741    0.7
             Machinery

             Machinery &              39,100  ++Kloeckner Werke AG                        3,734,471        1,375,312    0.8
             Engineering

             Retail Specialty         27,000  ++Moebel Walther AG                         1,155,318        1,153,846    0.7

                                                Total Investments in Germany              5,867,243        3,642,899    2.2


Greece       Building &                7,990    Titan Cement Co. S.A.                       302,811          394,933    0.2
             Construction

                                                Total Investments in Greece                 302,811          394,933    0.2


Ireland      Transportation          130,000    Irish Continental Group PLC               1,035,119        1,136,494    0.7

                                                Total Investments in Ireland              1,035,119        1,136,494    0.7


Italy        Building &              434,600  ++Fochi Filippo S.p.A. (Ordinary)           1,346,030           99,340    0.1
             Construction

             Diversified           1,850,000  ++Compagnie Industriali Riunite
                                                S.p.A. (CIR)                              2,071,370        1,171,957    0.7

                                                Total Investments in Italy                3,417,400        1,271,297    0.8


Netherlands  Electrical Equipment     25,109    Twentsche Kabel Holding NV                  988,513        1,077,362    0.7

             Electronics              46,200    Otra NV                                     979,112        1,064,279    0.7

             Engineering &            20,806  ++Kondor Wessels Group NV                     780,063          714,673    0.4
             Construction

             Holding Company          51,480    Internatio-Muller NV                      1,026,843        1,134,612    0.7

                                                Total Investments in the Netherlands      3,774,531        3,990,926    2.5
<PAGE>

Poland       Engineering &           131,800    Elektrim Towarzystwo Handlowe S.A.          462,537        1,081,361    0.7
             Construction

             Tire & Rubber            30,000  ++T.C. Debica S.A.                            399,679          728,477    0.4

                                                Total Investments in Poland                 862,216        1,809,838    1.1


Portugal     Retail Sales             12,600    Establecimentos Jeronimo Martins
                                                & Filho S.A.                                644,835        1,135,208    0.7

                                                Total Investments in Portugal               644,835        1,135,208    0.7


Spain        Glass                    15,835  ++Cristaleria Espanola S.A.                   697,591          994,481    0.6

             Real Estate              47,946    Vallehermoso S.A.                           815,741          947,535    0.6

             Steel                     7,800    Acerinox S.A.                               802,944          815,826    0.5

             Textiles                115,000  ++Algodonera de San Antonio                 1,269,666          929,738    0.6

                                                Total Investments in Spain                3,585,942        3,687,580    2.3


Sweden       Automotive Parts         76,800    Garphyttan Industrier AB                    988,225        1,179,404    0.7

             Engineering              60,000    Kalmar Industries AB                      1,022,006        1,264,679    0.8

             Engineering &            38,878    Svedala Industri AB                         510,552          734,596    0.4
             Construction

             Forest Products       1,153,500    Rottneros Bruks AB Free                   1,779,027        1,337,240    0.8
             /Paper &
             Packaging

             Investment              133,620  ++Bure Investment AB                        1,139,371        1,227,164    0.8
             Management

             Manufacturing            74,643    Getinge Industrier AB (B Shares)            995,805        1,404,754    0.9

             Medical Supplies         30,000  ++Nobel Biocare AB                            543,150          555,556    0.3

                                                Total Investments in Sweden               6,978,136        7,703,393    4.7


Switzerland  Engineering &               400    Daetwyler Holdings AG                       679,000          713,030    0.4
             Construction

             Industrials               9,175  ++Oerlikon-Buehrle Holdings AG                989,278          953,437    0.6

             Medical Supplies            507  ++Disetronic Holdings AG                      942,645          948,345    0.6

             Photography               3,082    Fotolabo S.A.                             1,034,207        1,278,624    0.8

             Retailing                 1,560    Grands Magasins Jelmoli S.A.                959,600          885,372    0.5

                                                Total Investments in Switzerland          4,604,730        4,778,808    2.9
<PAGE>

Turkey       Beverages               871,475    Erciyas Biracilik Ve Malt Sanayi A.S.       566,377          494,190    0.3

             Metal Fabricating     5,100,000    Eregli Demir Ve Celik Fabrikalari A.S.      570,786          565,976    0.4

                                                Total Investments in Turkey               1,137,163        1,060,166    0.7


United       Beverages                95,000    Matthew Clark PLC                         1,000,663        1,137,348    0.7
Kingdom
             Broadcasting             78,000  ++Flextech PLC                                630,757          608,014    0.4

             Chemicals               260,000    Inspec Group PLC                          1,478,306        1,031,525    0.7

             Computer Services       124,500    Misys PLC                                 1,248,027        1,502,124    0.9

             Computers               349,600  ++Acorn Computer Group PLC                    499,614        1,357,147    0.8

             Diversified             889,000    Howden Group PLC                          1,262,630        1,021,525    0.6

             Food & Beverage         667,000    Hazlewood Foods PLC                       1,271,988        1,025,360    0.6

             Hotels                  188,000    Jurys Hotel Group PLC                       830,317          831,990    0.5

             Manufacturing           120,500    Low & Bonar PLC (Ordinary)                  792,075          989,825    0.6

             Media/Publishing        300,000    International Business Communications
                                                PLC (Ordinary)                            1,043,116        1,458,079    0.9

             Pharmaceuticals          55,300  ++Celltech Group PLC                          549,111          540,980    0.3
                                     105,300  ++Oxford Molecular Group PLC                  552,110          503,610    0.3
                                                                                       ------------     ------------  ------
                                                                                          1,101,221        1,044,590    0.6

             Textiles                310,500    Dewhirst Group PLC                          865,987          930,539    0.6

                                                Total Investments in the United
                                                Kingdom                                  12,024,701       12,938,066    7.9


                                                Total Investments in Europe              51,509,298       51,787,730   31.7
</TABLE>

<PAGE>
<TABLE>
SCHEDULE OF INVESTMENTS (continued)                                                                            (in US dollars)
<CAPTION>
LATIN                                                                                                      Value    Percent of
AMERICA      Industries          Shares Held                 Investments                     Cost        (Note 1a)  Net Assets
<S>          <S>                   <C>        <S>                                      <C>              <C>           <C>
Argentina    Retail                   24,889    Grimoldi S.A.                          $     95,150     $    138,196    0.1%

             Steel                    36,000  ++Siderar S.A. (ADR) (a) (f)                  612,000          729,000    0.4

                                                Total Investments in Argentina              707,150          867,196    0.5


Brazil       Telecommunications    7,100,000    Telecomunicacoes de Minas Gerais
                                                S.A.--TELEMIG (Class B) (Preferred)         512,690          731,993    0.4

             Textiles              2,054,000    Companhia de Tecidos Norte de Minas
                                                S.A. (Preferred)                            652,560          808,098    0.5

                                                Total Investments in Brazil               1,165,250        1,540,091    0.9


Colombia     Banking                  41,300    Banco Ganadero S.A. (ADR) (a)               811,698          805,350    0.5

                                                Total Investments in Colombia               811,698          805,350    0.5


Mexico       Banking                 565,000  ++Grupo Financiero Banorte, S.A. de C.V.      616,420          545,352    0.3

             Building Materials       70,000  ++Internacional de Ceramica S.A de C.V.
                                                (ADR) (a)                                   516,474          385,000    0.2

                                                Total Investments in Mexico               1,132,894          930,352    0.5


Peru         Foods                   356,300  ++Consorcio Alimentos Fabril Pacifico
                                                S.A. (g)                                    383,299          477,500    0.3

                                                Total Investments in Peru                   383,299          477,500    0.3


                                                Total Investments in Latin America        4,200,291        4,620,489    2.7

MIDDLE EAST/
AFRICA

South        Entertainment           625,800    Sun International (South Africa) Ltd.       815,854          672,359    0.4
Africa

             Mining                  124,500    Elandsrand Gold Mining Company Ltd.         741,968          704,771    0.4
                                      38,000    Kinross Mines Ltd.                          407,226          403,882    0.3
                                                                                       ------------     ------------  ------
                                                                                          1,149,194        1,108,653    0.7

                                                Total Investments in South Africa         1,965,048        1,781,012    1.1
<PAGE>

Zimbabwe     Beverages               249,000    Delta Corporation Ltd.                      396,017          630,699    0.4

                                                Total Investments in Zimbabwe               396,017          630,699    0.4


                                                Total Investments in Middle
                                                East/Africa                               2,361,065        2,411,711    1.5

NORTH
AMERICA

Canada       Data Processing           7,000    Cognos, Inc.                                 28,292          159,250    0.1

             Insurance                 6,500    Arbatax International Inc.                   40,311           31,200    0.0

             Leisure                  42,384    Four Seasons Hotels Ltd.                    495,789          667,489    0.4

             Mining                   32,925    Cambior Inc.                                457,703          440,372    0.3

             Natural Resources        30,000    Total Petroleum of North America Ltd.       295,925          292,500    0.2

                                                Total Investments in Canada               1,318,020        1,590,811    1.0


United       Aerospace                 6,300  ++BE Aerospace Inc.                            83,258           81,900    0.0
States                               110,000  ++UNC, Inc.                                   637,625          921,250    0.6
                                                                                       ------------     ------------  ------
                                                                                            720,883        1,003,150    0.6

             Apparel                 115,000  ++Farah, Inc.                               1,148,408          848,125    0.5
                                      70,100  ++Norton McNaughton, Inc.                     850,711          473,175    0.3
                                                                                       ------------     ------------  ------
                                                                                          1,999,119        1,321,300    0.8

             Automotive                8,500    Smith (A.O.) Corporation                    175,822          212,500    0.1

             Banking & Finance        17,000    Charter One Financial, Inc.                 327,995          590,750    0.4
                                      15,000    Roosevelt Financial Group, Inc.             242,463          288,750    0.2
                                       9,200    Walden Bancorp Inc. (c)                     132,250          186,300    0.1
                                                                                       ------------     ------------  ------
                                                                                            702,708        1,065,800    0.7

             Biotechnology            15,000  ++COR Therapeutics, Inc.                      168,375          170,625    0.1
                                       4,400  ++Ostex International Inc.                     63,900           46,200    0.0
                                      15,000  ++Scios, Inc. (d)                              74,025           98,438    0.1
                                                                                       ------------     ------------  ------
                                                                                            306,300          315,263    0.2

             Building & Building      22,000  ++Giant Cement Holding, Inc.                  293,938          277,750    0.2
             Materials                58,600  ++Redman Industries, Inc.                     525,988        1,172,000    0.7
                                      15,300    Ryland Group, Inc.                          206,581          229,500    0.1
                                                                                       ------------     ------------  ------
                                                                                          1,026,507        1,679,250    1.0
<PAGE>
             Business Services        20,000  ++Applied Bioscience International, Inc.      126,189          207,500    0.1

             Chemicals                 8,000    Arcadian Corp.                              161,443          158,000    0.1

             Computer Software        54,900  ++Hyperion Software Corp.                     599,419          672,525    0.4
                                      16,600  ++Software Spectrum Inc.                      337,768          373,500    0.2
                                      28,000  ++VMARK Software, Inc.                        439,368          255,500    0.2
                                                                                       ------------     ------------  ------
                                                                                          1,376,555        1,301,525    0.8

             Computers                17,000  ++Storage Technology Corporation              414,612          650,250    0.4
                                      16,100  ++Stratus Computer, Inc.                      462,891          466,900    0.3
                                      24,700    Telxon Corporation                          274,366          290,225    0.2
                                                                                       ------------     ------------  ------
                                                                                          1,151,869        1,407,375    0.9

             Data Processing          19,000  ++Compuware Corp.                             554,040          745,750    0.5
                                      40,000  ++Landmark Graphics Corp.                     838,665          770,000    0.5
                                      20,000  ++Platinum Technology Inc.                    332,428          300,000    0.2
                                       5,000  ++Sterling Software, Inc.                     177,175          385,000    0.2
                                      25,400  ++Symantec Corp.                              312,641          317,500    0.2
                                                                                       ------------     ------------  ------
                                                                                          2,214,949        2,518,250    1.6

             Electronics               6,200  ++Alpha Industries, Inc.                       60,166           55,025    0.0
                                      10,900  ++BI, Inc.                                    108,175          144,425    0.1
                                      25,000  ++CHS Electronics Inc.                        351,514          337,500    0.2
                                       3,300  ++ITI Technologies Inc.                        90,113          107,663    0.1
                                      31,900  ++VLSI Technology, Inc.                       438,017          442,613    0.3
                                                                                       ------------     ------------  ------
                                                                                          1,047,985        1,087,226    0.7

</TABLE>


<TABLE>
SCHEDULE OF INVESTMENTS (continued)                                                                            (in US dollars)
<CAPTION>
NORTH AMERICA                    Shares Held/                                                              Value    Percent of
(concluded)  Industries          Face Amount                 Investments                    Cost         (Note 1a)  Net Assets
<S>          <S>                      <C>     <S>                                      <C>              <C>           <C>
United       Environmental Control    25,740    BHA Group Inc. (Class A)               $    346,317     $    341,055    0.2%
States                                78,000  ++Envirosource Inc.                           304,028          273,000    0.2
(concluded)                                                                            ------------     ------------  ------
                                                                                            650,345          614,055    0.4

             Fertilizer               10,900    Mississippi Chemical Corp.                  235,242          215,275    0.1

             Gaming                   38,000  ++Players International Inc.                  381,481          370,500    0.2
<PAGE>
             Healthcare--             25,000  ++Beverly Enterprises, Inc.                   339,390          300,000    0.2
             Products/Services        49,000  ++Magellan Health Services, Inc.              884,348        1,053,500    0.6
                                      53,800  ++Ramsay Health Care, Inc.                    330,777          161,400    0.1
                                                                                       ------------     ------------  ------
                                                                                          1,554,515        1,514,900    0.9

             Home Furnishing          20,400    Crown Crafts, Inc.                          303,212          209,100    0.1

             Insurance                40,000    First Colony Corp.                          841,337        1,240,000    0.7
                                      60,000    PXRE Corp.                                1,375,075        1,455,000    0.9
                                      22,200    Security-Connecticut Corp.                  493,582          604,950    0.4
                                                                                       ------------     ------------  ------
                                                                                          2,709,994        3,299,950    2.0

             Iron & Steel             15,800  ++Gibraltar Steel Corp.                       284,997          312,050    0.2
                                      12,200  ++Olympic Steel, Inc.                         182,763          338,550    0.2
                                      32,000    Quanex Corp.                                677,636          756,000    0.5
                                                                                       ------------     ------------  ------
                                                                                          1,145,396        1,406,600    0.9

             Machinery                12,000    AGCO Corp.                                  266,610          333,000    0.2
                                      15,800    Bearings, Inc.                              455,964          426,600    0.3
                                      19,800    Cincinnati Milacron, Inc.                   483,025          475,200    0.3
                                                                                       ------------     ------------  ------
                                                                                          1,205,599        1,234,800    0.8

             Medical                  10,000    Analogic Corporation                        171,250          262,500    0.2
                                      10,000  ++Biomatrix, Inc.                             152,941          160,000    0.1
                                       4,300  ++Healthdyne Technologies, Inc.                51,531           55,363    0.0
                                      20,000    Medex, Inc.                                 214,677          257,500    0.2
                                       8,700    Sierra Health Services Inc.                 286,095          274,050    0.2
                                                                                       ------------     ------------  ------
                                                                                            876,494        1,009,413    0.7

             Metals                   15,000  ++CasTech Aluminum Group, Inc.                246,037          221,250    0.1
                                      15,500    Commonwealth Aluminum Corp.                 259,735          242,188    0.1
                                      19,200  ++Shiloh Industries, Inc.                     270,331          300,000    0.2
                                                                                       ------------     ------------  ------
                                                                                            776,103          763,438    0.4

             Natural Resources        20,300  ++Brown (Tom), Inc.                           236,050          340,025    0.2
                                      17,000  ++Newpark Resources Inc.                      277,262          624,750    0.4
                                      35,000  ++Plains Resources, Inc.                      218,750          455,000    0.3
                                      55,000  ++TransTexas Gas Corp.                        605,000          481,250    0.3
                                      34,700    Zemex Corporation                           315,450          264,588    0.2
                                                                                       ------------     ------------  ------
                                                                                          1,652,512        2,165,613    1.4

             Paper & Forest           15,000    Pope & Talbot, Inc.                         247,088          226,875    0.1
             Products                 23,400  ++Mercer International, Inc.                  404,544          310,050    0.2
                                                                                       ------------     ------------  ------
                                                                                            651,632          536,925    0.3
<PAGE>
             Pharmaceuticals          48,000  ++NeoRx Corp.                                 323,331          270,000    0.2

             Restaurants              67,500  ++TPI Enterprises, Inc.                       377,458          236,250    0.1

             Retailing                85,000    Baker (J.), Inc.                          1,231,429          637,500    0.4
                                      27,300    CML Group, Inc.                              83,265          116,025    0.1
                                      25,000  ++Catherines Stores Corp.                     202,020          243,750    0.1
                                      27,700  ++Chico's Fashions Inc.                       197,652          273,538    0.2
                                      12,000  ++Department 56, Inc.                         266,760          271,500    0.2
                                      42,300    Levitz Furniture Inc.                       213,948          195,637    0.1
                                       7,500  ++Rex Stores Corp.                             97,950          115,312    0.0
                                                                                       ------------     ------------  ------
                                                                                          2,293,024        1,853,262    1.1

             Telecommunication        15,400  ++Network Equipment Technologies, Inc.        398,149          327,250    0.2
             Equipment

             Transportation           10,300    Air Express International Corp.             278,291          285,825    0.2
                                       2,400    Expeditors International of
                                                Washington, Inc.                             69,219           73,200    0.0
                                      10,000  ++Kirby Corp.                                 154,306          168,750    0.1
                                                                                       ------------     ------------  ------
                                                                                            501,816          527,775    0.3

                                                Total Investments in the United
                                                States                                   27,046,632       28,832,245   17.7

                                                Total Investments in North America       28,364,652       30,423,056   18.7

PACIFIC
BASIN

Australia    Insurance               154,261    QBE Insurance Group                         599,026          916,246    0.6

             Mining                  559,351    QCT Resources Ltd.                          650,305          739,270    0.5

             Publishing              158,000    West Australian Newspaper Holdings Ltd.     557,621          596,633    0.4

                                                Total Investments in Australia            1,806,952        2,252,149    1.5


Hong Kong    Banking               1,432,333    JCG Holdings, Ltd.                        1,085,879        1,165,777    0.7

             Financial          US$  420,000    Goldlion Capital Corp.,
             Services                           4.875% due 2/01/1999                        318,914          558,600    0.3

             Foods/Food            2,234,000  ++Tingyi (Cayman Islands) Holdings Co.        576,463          613,300    0.4
             Processing

             Packaging             3,772,600    Sinocan Holdings Ltd.                     1,254,878        1,657,107    1.0

                                                Total Investments in Hong Kong            3,236,134        3,994,784    2.4

<PAGE>
Indonesia    Banking--               163,000    PT Bank Bali (Foreign)                      337,016          350,236    0.2
             International

             Consumer--Goods         130,000    PT Wicaksana Overseas International         336,176          357,542    0.2

             Textiles              2,224,000    PT Great River Industries                   554,988        1,290,245    0.8

                                                Total Investments in Indonesia            1,228,180        1,998,023    1.2

Japan        Apparel                  13,000    Goldwin Inc.                                145,137          100,876    0.1

             Automobile Parts         58,000    Murakami Corp.                            1,148,025          916,012    0.6
                                      41,000    Sanoh Industrial                            542,817          378,035    0.2
                                     110,000    Showa Corp.                               1,098,685        1,104,619    0.7
                                      85,000    Yamakawa Industrial Co.                   1,040,181          737,174    0.4
                                                                                       ------------     ------------  ------
                                                                                          3,829,708        3,135,840    1.9
</TABLE>


<TABLE>
SCHEDULE OF INVESTMENTS (continued)                                                                            (in US dollars)
<CAPTION>
PACIFIC BASIN                                                                                              Value    Percent of
(continued)  Industries          Shares Held                 Investments                    Cost         (Note 1a)  Net Assets
<S>          <S>                   <C>        <S>                                      <C>              <C>           <C>
Japan        Banks                    17,000    Bank of the Ryukyus, Ltd.              $    988,951     $    608,362    0.4%
(concluded)

             Beverages                79,000    Hokkaido Coca-Cola Bottling
                                                Co., Ltd.                                 1,298,058        1,103,433    0.7
                                      74,000    Sanyo Coca-Cola Bottling
                                                Co., Ltd                                  1,118,168        1,114,661    0.7
                                                                                       ------------     ------------  ------
                                                                                          2,416,226        2,218,094    1.4

             Chemicals                37,000    Canon Chemicals, Inc.                       824,918          854,574    0.5
                                      25,000    Katakura Chikkarin Co., Ltd.                278,420          224,575    0.1
                                                                                       ------------     ------------  ------
                                                                                          1,103,338        1,079,149    0.6

             Computer Services        47,000    TKC Corp.                                 1,374,367        1,390,177    0.8

             Construction             89,600    Japan Foundation Engineering
                                                Co., Ltd.                                 1,735,016        1,717,729    1.1
                                      80,000    Tsuchiya Home Co.                         1,737,127        1,577,506    1.0
                                      20,000    USK Corp.                                   337,371          281,176    0.2
                                     157,000    Yondenko Corp.                            1,518,456        1,633,924    1.0
                                                                                       ------------     ------------  ------
                                                                                          5,327,970        5,210,335    3.3
<PAGE>
             Consumer Electricals     59,000    Roland Corp.                              1,429,975        1,098,777    0.7

             Electrical Equipment     24,000    Energy Support Corp.                        182,225          210,334    0.1
                                      26,000    Shinmei Electric Co.                      1,340,491          676,465    0.4
                                      52,000    Sukegawa Electric Co.                       682,343          460,471    0.3
                                                                                       ------------     ------------  ------
                                                                                          2,205,059        1,347,270    0.8

             Foods/Food Processing    43,000    Ariake Japan Co., Ltd.                    1,525,975        1,625,160    1.0

             Health Services          25,000    Kanto Biomedical Laboratory                 528,125          390,268    0.2
                                      26,000    SRL Inc.                                    557,018          531,678    0.3
                                                                                       ------------     ------------  ------
                                                                                          1,085,143          921,946    0.5

             Industrials              13,200    Nitto Kohki Company Limited                 489,424          596,494    0.4
                                      31,000    Roki Techno Co., Ltd.                       868,533          741,464    0.4
                                                                                       ------------     ------------  ------
                                                                                          1,357,957        1,337,958    0.8

             Iron & Steel            218,000    Nippon Chutetsukan K.K.                   1,367,147        1,213,986    0.7

             Machinery                44,000    Giken Seisakusho Co. Inc.                 1,182,453          964,031    0.6
                                      27,000    Miura Co., Ltd.                             449,645          458,463    0.3
                                                                                       ------------     ------------  ------
                                                                                          1,632,098        1,422,494    0.9

             Metal Fabrication       124,000    Toyo Kohan Co., Ltd                       1,057,406          911,265    0.6

             Packaging                45,000    Chuo Kagaku Co. Ltd.                      1,894,958        1,027,022    0.6

             Pharmaceuticals          12,000    Towa Pharmaceutical Co.                     709,641          377,944    0.2

             Pollution Control       168,000    Organo Corp.                              1,844,463        1,809,750    1.1

             Real Estate              53,000    Keihanshin Real Estate Co. Ltd.             525,507          460,617    0.3
                                      56,000    TOC Corp.                                   596,958          664,597    0.4
                                                                                       ------------     ------------  ------
                                                                                          1,122,465        1,125,214    0.7

             Restaurants              47,000    Aim Services Co., Ltd.                    1,405,610        1,227,132    0.8
                                      45,000    Mos Food Services, Inc.                   1,446,914        1,105,076    0.7
                                      83,000    Ohsho Food Service Corp.                  2,244,318        1,553,314    0.9
                                                                                       ------------     ------------  ------
                                                                                          5,096,842        3,885,522    2.4

             Retail Specialty         60,000    ADO Electric Industrial Co., Ltd.         1,956,905        1,813,036    1.1
                                      60,000    Arcland Sakamoto                            964,197          942,122    0.6
                                      71,000    Daika Corporation                         1,109,857          609,275    0.4
                                      48,000    Home Wide Corp.                             847,706          723,024    0.4
                                      30,000    Nitori Co.                                  906,611          670,988    0.4
                                                                                       ------------     ------------  ------
                                                                                          5,785,276        4,758,445    2.9
<PAGE>
             Retail Stores           106,000    Sotetsu Rosen Co., Ltd.                     992,634          841,884    0.5

             Services                 63,000    Ichinen Co., Ltd.                         1,667,714        1,236,535    0.8

             Trading                  31,000    Japan CBM Corp.                           1,200,936        1,117,856    0.7

             Trucking                108,000    Nippon Konpo Unyu Soko                    1,045,185          981,011    0.6
                                      70,000    Tonami Transportation Co., Ltd.             548,070          469,691    0.3
                                                                                       ------------     ------------  ------
                                                                                          1,593,255        1,450,702    0.9

                                                Total Investments in Japan               48,754,641       41,252,563   25.3


Malaysia     Advertising             122,000    Seni Jaya Corporation BHD                   328,696          349,759    0.2

             Broadcasting            135,000    Sistem Televisyen Malaysia BHD              207,258          276,062    0.2
                                     135,000    Sistem Televisyen Malaysia BHD
                                                (Class A Shares)                            201,389          254,411    0.1
                                                                                       ------------     ------------  ------
                                                                                            408,647          530,473    0.3

             Engineering &           130,000    Asas Dunia BHD                              401,214          516,038    0.3
             Construction

             Newspaper/Publishing    132,000    New Straits Times Press BHD                 541,189          688,051    0.4

                                                Total Investments in Malaysia             1,679,746        2,084,321    1.2


New Zealand  Agriculture           1,090,500    Wrightson Ltd.                              808,404          798,699    0.5

             Chemicals               146,000    Fernz Corporation Limited                   439,021          434,726    0.3

             Food Merchandising    1,170,000    Affco Holdings Limited                      474,738          440,476    0.3

             Real Estate             135,000    Kiwi Income Property Trust                   94,514           90,559    0.1

             Textiles                 88,500    Lane Walker Rudkin Industries, Ltd.         101,374           98,137    0.1

                                                Total Investments in New Zealand          1,918,051        1,862,597    1.3


Philippines  Banking                  65,400    Security Bank Corporation                   114,553          176,317    0.1

             Financial Services       25,625    Far East Bank & Trust Company               718,315          901,530    0.5

                                                Total Investments in the Philippines        832,868        1,077,847    0.6


South Korea  Utilities--Electric      22,700  ++Korea Electric Power Corp. (ADR) (a)        500,762          550,475    0.3

             Wireless                 96,600  ++Korea Mobile Telecommunications
             Communications                     Corp. (GDR) (b) (f)                       1,160,125        1,634,955    1.0

                                                Total Investments in South Korea          1,660,887        2,185,430    1.3

                                                Total Investments in the Pacific
                                                Basin                                    61,117,459       56,707,714   34.8
</TABLE>
<PAGE>

<TABLE>
SCHEDULE OF INVESTMENTS (concluded)                                                                            (in US dollars)
<CAPTION>
SOUTHEAST                       Shares Held/                                                               Value    Percent of
ASIA         Industries          Face Amount                 Investments                    Cost         (Note 1a)  Net Assets

<S>          <S>                   <C>        <S>                                      <C>              <C>           <C>
India        Hotels                   39,600    East India Hotels Ltd. (GDR) (b) (f)   $    576,350     $  1,094,148    0.7%

             Recreation &            250,000  ++Su-Raj Diamonds Ltd.                        346,583          304,025    0.2
             Consumer Goods

                                                Total Investments in India                  922,933        1,398,173    0.9

                                                Total Investments in Southeast Asia         922,933        1,398,173    0.9


SHORT-TERM
SECURITIES                                                        Issue

             Commercial        US$ 5,000,000    Caterpillar, Inc., 5.34% due 7/09/1996    4,992,583        4,992,583    3.1
             Paper*                5,195,000    General Electric Capital Corp.,
                                                5.56% due 7/01/1996                       5,193,395        5,193,395    3.2

                                                Total Investments in Commercial Paper    10,185,978       10,185,978    6.3

             US Government                      United States Treasury Bills (e):
             Obligations*             60,000      4.90% due 7/25/1996                        59,788           59,812    0.0
                                      10,000      4.95% due 7/25/1996                         9,964            9,969    0.0
                                      50,000      4.96% due 7/25/1996                        49,821           49,844    0.0
                                   3,100,000      4.97% due 7/25/1996                     3,088,873        3,090,297    1.9
                                      90,000      4.98% due 7/25/1996                        89,676           89,718    0.1

                                                Total Investments in US Government
                                                Obligations                               3,298,122        3,299,640    2.0

                                                Total Investments in Short-Term
                                                Securities                               13,484,100       13,485,618    8.3


OPTIONS                                Face                                                Premiums
PURCHASED                             Amount                                                 Paid

             Currency Call      C$ 3,200,000    Canadian Dollar, expiring August
             Options Purchased                  1996 at C$1.34                                4,800            2,720    0.0

             Currency Put      YEN 5,000,000    Japanese Yen, expiring September
             Options Purchased                  1996 at YEN 105                             117,500          184,000    0.1

                                                Total Investments in Currency
                                                Options Purchased                           122,300          186,720    0.1
<PAGE>
             Put Options       US$    10,000    S&P 500 Index Option, expiring
             Purchased                          September 1996 at US$650.50                 137,500           75,000    0.1

                                                Total Investments in Put Options
                                                Purchased                                   137,500           75,000    0.1

                                                Total Investments in Options Purchased      259,800          261,720    0.2

             Total Investments                                                         $162,219,598      161,096,211   98.8
                                                                                       ============

             Variation Margin on Stock Index Futures Contracts**                                             (20,625)   0.0

             Unrealized Appreciation on Forward Foreign Exchange Contracts***                                445,667    0.3

             Other Assets Less Liabilities                                                                 1,563,824    0.9
                                                                                                        ------------  ------

             Net Assets                                                                                 $163,085,077  100.0%
                                                                                                        ============  ======

          <FN>
          (a)American Depositary Receipts (ADR).
          (b)Global Depositary Receipts (GDR).
          (c)Formerly The Co-Operative Bank of Concord.
          (d)Formerly Scios Nova, Inc.
          (e)Security held as collateral in connection with open stock index
             futures contracts.
          (f)Restricted securities as to resale. The value of the Fund's
             investments in restricted securities was approximately $3,458,000,
             representing 2.1% of net assets.

             <CAPTION>           
                                     Acquisition                             Value
             Issue                     Date(s)                 Cost        (Note 1a)
             <S>                     <S>                   <C>             <C>     
             East India Hotels       3/13/1995-
             Ltd. (GDR)               3/17/1995            $  576,350      $1,094,148
             Korea Mobile
             Telecommunications      7/06/1995-
             Corp. (GDR)              4/16/1996             1,160,125       1,634,955
             Siderar S.A. (ADR)       4/30/1996               612,000         729,000

             Total                                         $2,348,475      $3,458,103
                                                           ==========      ==========


          (g)Formerly Compania Industrial Peru Pacifico S.A.
          (h)Formerly Euro RSCG Worldwide S.A.
           ++Non-income producing security.
            *Commercial Paper and certain US Government Obligations are traded
             on a discount basis; the interest rates shown are the discount rates
             paid at the time of purchase by the Fund.
           **Stock index futures contracts sold as of June 30, 1996 were as
             follows:
<PAGE>
<CAPTION>
             Number of                               Expiration            Value
             Contracts    Issue         Exchange        Date          (Notes 1a & 1c)
                <S>      <S>           <S>         <S>                  <C> 
                 4       FTSE100       LIFFE       September 1996       $  574,381
                11       S&P Index     NASDAQ      September 1996        3,722,400

             Total Stock Index Futures Contracts Sold
             (Total Contract Price--$4,243,981)                         $4,296,781
                                                                        ==========                 

          ***Forward foreign exchange contracts as of June 30, 1996 were as follows:
<CAPTION>
                                                                        Unrealized
                                                                       Appreciation
             Foreign Currency                Expiration               (Depreciation)
             Purchased                          Date                     (Note 1b)
             <S>     <C>                     <S>                        <C>
             YEN     711,571,550             August 1996                $ (243,093)

             Total (US$ Commitment--$6,784,670)                         $ (243,093)
                                                                        ----------

             Foreign Currency Sold

             DM        2,619,352             July 1996                  $    4,118
             DM        2,439,415             August 1996                    11,111
             FMK      11,420,700             August 1996                   (62,832)
             Frf       5,932,684             August 1996                     5,938
             Nlg       1,650,180             August 1996                    10,260
             NZ$       2,392,079             August 1996                    (5,915)
             YEN   2,302,271,310             August 1996                   726,080

             Total (US$ Commitment--$31,406,989)                        $  688,760
                                                                        ----------
             Total Unrealized Appreciation--Net on Forward
             Foreign Exchange Contracts                                 $  445,667
                                                                        ----------
             
             See Notes to Financial Statements.
</TABLE>


PORTFOLIO INFORMATION (UNAUDITED)


Worldwide
Investments
As of 6/30/96

                                   Country of        Percent of
Ten Largest Equity Holdings         Origin           Net Assets
<PAGE>
ADO Electric Industrial
Co., Ltd.                          Japan                1.1%
Organo Corp.                       Japan                1.1
Japan Foundation Engineering
  Co., Ltd.                        Japan                1.1
Sinocan Holdings Ltd.              Hong Kong            1.0
Korea Mobile Telecommunications
  Corp. (GDR)                      South Korea          1.0
Yondenko Corp.                     Japan                1.0
Ariake Japan Co., Ltd.             Japan                1.0
Tsuchiya Home Co.                  Japan                1.0
Ohsho Food Service Corp.           Japan                0.9
Misys PLC                          United Kingdom       0.9


                                                     Percent of
Ten Largest Industries                               Net Assets

Retail Specialty                                        3.6%
Construction                                            3.3
Textiles                                                3.0
Insurance                                               2.9
Holding Company                                         2.7
Restaurants                                             2.6
Beverages                                               2.5
Industrials                                             2.2
Engineering & Construction                              2.2
Manufacturing                                           2.1


<TABLE>
STATEMENT OF ASSETS AND LIABILITIES
<CAPTION>
                    As of June 30, 1996
<S>                 <S>                                                                    <C>              <C>
Assets:             Investments, at value (identified cost--$161,959,798) (Note 1a)                         $160,834,491
                    Unrealized appreciation on forward foreign exchange 
                    contracts (Note 1c)                                                                          445,667
                    Options purchased, at value (premiums paid--$259,800) (Notes 1a & 1c)                        261,720
                    Foreign cash (Note 1d)                                                                       313,407
                    Cash                                                                                          96,593
                    Receivables:
                      Securities sold                                                      $  4,467,299
                      Dividends                                                                 501,569
                      Capital shares sold                                                       275,426
                      Interest                                                                    8,381
                      Forward foreign exchange contracts (Note 1c)                                  586        5,253,261
                                                                                           ------------
                    Deferred organization expenses (Note 1g)                                                     113,039
                    Prepaid registration fees and other assets (Note 1g)                                          50,486
                                                                                                            ------------
                    Total assets                                                                             167,368,664
                                                                                                            ------------
<PAGE>
Liabilities:        Payables:
                      Securities purchased                                                    3,537,973
                      Capital shares redeemed                                                   254,815
                      Distributor (Note 2)                                                      108,503
                      Investment adviser (Note 2)                                               105,300
                      Variation margin on stock index futures contracts (Notes 1a & 1c)          20,625        4,027,216
                                                                                           ------------
                    Accrued expenses and other liabilities                                                       256,371
                                                                                                            ------------
                    Total liabilities                                                                          4,283,587
                                                                                                            ------------


Net Assets:         Net assets                                                                              $163,085,077
                                                                                                            ============

Net Assets          Class A Common Stock, $0.10 par value, 100,000,000 shares
Consist of:         authorized                                                                              $     28,384
                    Class B Common Stock, $0.10 par value, 100,000,000 shares
                    authorized                                                                                 1,229,038
                    Class C Common Stock, $0.10 par value, 100,000,000 shares
                    authorized                                                                                    53,719
                    Class D Common Stock, $0.10 par value, 100,000,000 shares
                    authorized                                                                                   208,657
                    Paid-in capital in excess of par                                                         153,826,175
                    Undistributed investment income--net                                                       2,179,735
                    Undistributed realized capital gains on investments and foreign
                    currency transactions--net                                                                 6,302,880
                    Unrealized depreciation on investments and foreign currency
                    transactions--net                                                                           (743,511)
                                                                                                            ------------
                    Net assets                                                                              $163,085,077
                                                                                                            ============

Net Asset           Class A--Based on net assets of $3,083,348 and 283,838 shares
Value:                       outstanding                                                                    $      10.86
                                                                                                            ============
                    Class B--Based on net assets of $131,655,570 and 12,290,380 shares
                             outstanding                                                                    $      10.71
                                                                                                            ============
                    Class C--Based on net assets of $5,752,849 and 537,194 shares
                             outstanding                                                                    $      10.71
                                                                                                            ============
                    Class D--Based on net assets of $22,593,310 and 2,086,565 shares
                             outstanding                                                                    $      10.83
                                                                                                            ============

                    See Notes to Financial Statements.
</TABLE>
<PAGE>
<TABLE>
STATEMENT OF OPERATIONS
<CAPTION>

                    For the Year Ended June 30, 1996
<S>                 <S>                                                                    <C>              <C>
Investment          Dividends (net of $270,579 foreign withholding tax)                                     $  2,354,510
Income              Interest and discount earned                                                                 609,298
(Notes 1e & 1f):                                                                                            ------------
                    Total income                                                                               2,963,808
                                                                                                            ------------

Expenses:           Investment advisory fees (Note 2)                                     $   1,285,653
                    Account maintenance and distribution fees--Class B (Note 2)               1,213,070
                    Transfer agent fees--Class B (Note 2)                                       332,824
                    Printing and shareholder reports                                            208,345
                    Custodian fees                                                              171,292
                    Accounting services (Note 2)                                                105,306
                    Registration fees (Note 1g)                                                  83,263
                    Professional fees                                                            79,827
                    Account maintenance fees--Class D (Note 2)                                   56,605
                    Transfer agent fees--Class D (Note 2)                                        52,894
                    Account maintenance and distribution fees--Class C (Note 2)                  45,789
                    Directors' fees and expenses                                                 38,828
                    Amortization of organization expenses (Note 1g)                              36,661
                    Pricing fees                                                                 10,573
                    Transfer agent fees--Class C (Note 2)                                        13,387
                    Transfer agent fees--Class A (Note 2)                                         6,132
                    Other                                                                        18,383
                                                                                           ------------
                    Total expenses                                                                             3,758,832
                                                                                                            ------------
                    Investment loss--net                                                                        (795,024)
                                                                                                            ------------

Realized &          Realized gain from:
Unrealized Gain on    Investments--net                                                        9,493,066
Investments &         Foreign currency transactions--net                                      7,078,212       16,571,278
Foreign Currency                                                                           ------------
Transactions--Net   Change in unrealized appreciation/depreciation on:
(Notes 1c, 1d,        Investments--net                                                       15,080,396
1f & 3):              Foreign currency transactions--net                                        340,766       15,421,162
                                                                                           ------------     ------------
                    Net realized and unrealized gain on investments and foreign
                    currency transactions                                                                     31,992,440
                                                                                                            ------------
                    Net Increase in Net Assets Resulting from Operations                                    $ 31,197,416
                                                                                                            ============

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

<TABLE>
STATEMENT OF CHANGES IN NET ASSETS                                                                               
<CAPTION>                                                                                                       For the
                                                                                                                Period
                                                                                               For the         August 5,
                                                                                             Year Ended        1994++ to
                                                                                               June 30,         June 30,
                    Increase (Decrease) in Net Assets:                                           1996             1995
<S>                 <S>                                                                    <C>              <C>
Operations:         Investment income (loss)--net                                          $   (795,024)    $   387,027
                    Realized gain (loss) on investments and foreign currency
                    transactions--net                                                        16,571,278       (5,854,788)
                    Change in unrealized appreciation/depreciation on investments
                    and foreign currency transactions--net                                   15,421,162      (16,164,673)
                                                                                           ------------     ------------
                    Net increase (decrease) in net assets resulting from operations          31,197,416      (21,632,434)
                                                                                           ------------     ------------

Dividends &         Investment income--net:
Distributions to      Class A                                                                   (19,859)              --
Shareholders          Class B                                                                  (619,675)              --
(Note 1h):            Class C                                                                   (22,117)              --
                      Class D                                                                  (214,561)              --
                    Realized gain on investments--net:
                      Class A                                                                   (10,675)              --
                      Class B                                                                  (682,938)              --
                      Class C                                                                   (24,845)              --
                      Class D                                                                  (131,445)              --
                    In excess of realized gain on investments--net:
                      Class A                                                                        --           (1,696)
                      Class B                                                                        --          (81,949)
                      Class C                                                                        --           (1,158)
                      Class D                                                                        --          (14,960)
                                                                                           ------------     ------------
                    Net decrease in net assets resulting from dividends and
                    distributions to shareholders                                            (1,726,115)         (99,763)
                                                                                           ------------     ------------

Capital Share       Net increase (decrease) in net assets derived from capital
Transactions        share transactions                                                      (33,525,896)     188,771,869
(Note 4):                                                                                  ------------     ------------

Net Assets:         Total increase (decrease) in net assets                                  (4,054,595)     167,039,672
                    Beginning of period                                                     167,139,672          100,000
                                                                                           ------------     ------------
                    End of period*                                                         $163,085,077     $167,139,672
                                                                                           ============     ============
                   <FN>
                   *Undistributed investment income--net (Note 1i)                         $  2,179,735     $    387,027
                                                                                           ============     ============
<PAGE>                 
                  ++Commencement of Operations.

                    See Notes to Financial Statements.
</TABLE>



<TABLE>
FINANCIAL HIGHLIGHTS
<CAPTION>

                                                                                     Class A                Class B

                                                                                           For the                For the
                                                                                For the    Period      For the     Period
                    The following per share data and ratios have been derived     Year    Oct. 21,      Year      Aug. 5,
                    from information provided in the financial statements.       Ended    1994++ to     Ended   1994++ to
                                                                                June 30,   June 30,    June 30,  June 30,
                    Increase (Decrease) in Net Asset Value:                       1996       1995       1996      1995
<S>                 <S>                                                       <C>        <C>         <C>        <C>
Per Share           Net asset value, beginning of period                      $   8.92   $   9.82    $   8.84   $  10.00
Operating                                                                     --------   --------    --------   --------
Performance:        Investment income (loss)--net                                  .13        .04        (.06)       .01
                    Realized and unrealized gain (loss) on investments
                    and foreign currency transactions--net                        1.97       (.93)       2.04      (1.16)
                                                                              --------   --------    --------   --------
                    Total from investment operations                              2.10       (.89)       1.98      (1.15)
                                                                              --------   --------    --------   --------
                    Less dividends and distributions:
                      Investment income--net                                      (.10)        --        (.05)        --
                      Realized gain on investments--net                           (.06)        --        (.06)        --
                      In excess of realized gain on investments--net                --       (.01)         --       (.01)
                                                                              --------   --------    --------   --------
                    Total dividends and distributions                             (.16)      (.01)       (.11)      (.01)
                                                                              --------   --------    --------   --------
                    Net asset value, end of period                            $  10.86   $   8.92    $  10.71   $   8.84
                                                                              ========   ========    ========   ========

Total Investment    Based on net asset value per share                          23.87%     (9.11%)+++  22.57%    (11.55%)+++
Return:**                                                                     ========   ========    ========   ========

Ratios to Average   Expenses                                                     1.55%      1.62%*      2.61%       .83%*
Net Assets:                                                                   ========   ========    ========   ========
                    Investment income (loss)--net                                 .46%      1.06%*      (.66%)      .10%*
                                                                              ========   ========    ========   ========

Supplemental        Net assets, end of period (in thousands)                  $  3,083   $  5,992    $131,656   $132,296
Data:                                                                         ========   ========    ========   ========
<PAGE>              Portfolio turnover                                          60.33%     47.96%      60.33%     47.96%
                                                                              ========   ========    ========   ========
                    Average commission rate paid+++++                         $  .0011         --    $  .0011         --
                                                                              ========   ========    ========   ========
<FN>
                  *Annualized.
                 **Total investment returns exclude the effects of sales loads.
                +++Aggregate total investment return.
              +++++For fiscal years beginning on or after September 1, 1995, the
                   Fund is required to disclose its average commission rate per share
                   for purchases and sales of equity securities.
                 ++Commencement of Operations.

                   See Notes to Financial Statements.
</TABLE>



<TABLE>
FINANCIAL HIGHLIGHTS (concluded)
<CAPTION>
                                                                                   Class C                  Class D

                                                                                          For the                 For the
                    The following per share data and ratios have              For the     Period      For the      Period
                    been derived from information provided in the               Year      Oct. 21,      Year       Aug. 5,
                    financial statements.                                      Ended     1994++ to     Ended     1994++ to
                                                                              June 30,    June 30,    June 30,    June 30,
                    Increase (Decrease) in Net Asset Value:                     1996        1995        1996        1995

<S>                 <S>                                                       <C>        <C>         <C>        <C>
Per Share           Net asset value, beginning of period                      $   8.84   $   9.80    $   8.91   $  10.00
Operating                                                                     --------   --------    --------   --------
Performance:        Investment income (loss)--net                                 (.05)       .01         .02        .08
                    Realized and unrealized gain (loss) on investments
                    and foreign currency transactions--net                        2.03       (.96)       2.05      (1.16)
                                                                              --------   --------    --------   --------
                    Total from investment operations                              1.98       (.95)       2.07      (1.08)
                                                                              --------   --------    --------   --------
                    Less dividends and distributions:
                      Investment income--net                                      (.05)        --        (.09)        --
                      Realized gain on investments--net                           (.06)        --        (.06)        --
                      In excess of realized gain on investments--net                --       (.01)         --       (.01)
                                                                              --------   --------    --------   --------
                    Total dividends and distributions                             (.11)      (.01)       (.15)      (.01)
                                                                              --------   --------    --------   --------
                    Net asset value, end of period                            $  10.71   $   8.84    $  10.83   $   8.91
                                                                              ========   ========    ========   ========
<PAGE>
Total Investment    Based on net asset value per share                          22.56%     (9.75%)+++  23.50%    (10.85%)+++
Return:**                                                                     ========   ========    ========   ========

Ratios to Average   Expenses                                                     2.63%      2.66%*      1.83%      1.77%*
Net Assets:                                                                   ========   ========    ========   ========
                    Investment income (loss)--net                                (.64%)      .20%*       .10%       .90%*
                                                                              ========   ========    ========   ========

Supplemental        Net assets, end of period (in thousands)                  $  5,753   $  4,924    $ 22,593   $ 23,928
Data:                                                                         ========   ========    ========   ========
                    Portfolio turnover                                          60.33%     47.96%      60.33%     47.96%
                                                                              ========   ========    ========   ========
                    Average commission rate paid+++++                         $  .0011         --    $  .0011         --
                                                                              ========   ========    ========   ========

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

                    See Notes to Financial Statements.
</TABLE>



NOTES TO FINANCIAL STATEMENTS


1. Significant Accounting Policies:
Merrill Lynch Global SmallCap Fund, Inc. (the "Fund") is registered
under the Investment Company Act of 1940 as a diversified, open-end
management investment company. The Fund offers four classes of
shares under the Merrill Lynch Select Pricing SM System. Shares of
Class A and Class D are sold with a front-end sales charge. Shares
of Class B and Class C may be subject to a contingent deferred sales
charge. All classes of shares have identical voting, dividend,
liquidation and other rights and the same terms and conditions,
except that Class B, Class C and Class D Shares bear certain
expenses related to the account maintenance of such shares, and
Class B and Class C Shares also bear certain expenses related to the
distribution of such shares. Each class has exclusive voting rights
with respect to matters relating to its account maintenance and
distribution expenditures. The following is a summary of significant
accounting policies followed by the Fund.
<PAGE>
(a) Valuation of investments--Portfolio securities which are traded
on stock exchanges are valued at the last sale price on the exchange
on which such securities are traded, as of the close of business on
the day the securities are being valued or, lacking any sales, at
the last available bid price. Securities traded in the over-the-
counter market are valued at the last available bid price prior to
the time of valuation. In cases where securities are traded on more
than one exchange, the securities are valued on the exchange
designated by or under the authority of the Board of Directors as
the primary market. Securities which are traded both in the over-the-
counter market and on a stock exchange are valued according to the
broadest and most representative market. Options written are valued
at the last sale price in the case of exchange-traded options or, in
the case of options traded in the over-the-counter market, the last
asked price. Options purchased are valued at the last sale price in
the case of exchange-traded options or, in the case of options
traded in the over-the-counter market, the last bid price. Short-
term securities are valued at amortized cost, which approximates
market value. Other investments, including futures contracts and
related options, are stated at market value. Securities and assets
for which market value quotations are not available are valued at
their fair value as determined in good faith by or under the
direction of the Fund's Board of Directors.

(b) Repurchase agreements--The Fund invests in US Government
securities pursuant to repurchase agreements with a member bank of
the Federal Reserve System or a primary dealer in US Government
securities. Under such agreements, the bank or primary dealer agrees
to repurchase the security at a mutually agreed upon time and price.
The Fund takes possession of the underlying securities, marks to
market such securities and, if necessary, receives additions to such
securities daily to ensure that the contract is fully
collateralized.

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

* Forward foreign exchange contracts--The Fund is authorized to
enter into forward foreign exchange contracts as a hedge against
either specific transactions or portfolio positions. Such contracts
are not entered on the Fund's records. However, the effect on
operations is recorded from the date the Fund enters into such
contracts. Premium or discount is amortized over the life of the
contracts.
<PAGE>
* Foreign currency options and futures--The Fund may also purchase
or sell listed or over-the-counter foreign currency options, foreign
currency futures and related options on foreign currency futures as
a short or long hedge against possible variations in foreign
exchange rates. Such transactions may be effected with respect to
hedges on non-US dollar denominated securities owned by the Fund,
sold by the Fund but not yet delivered, or committed or anticipated
to be purchased by the Fund.

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

Written and purchased options are non-income producing investments.


NOTES TO FINANCIAL STATEMENTS (continued)


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

(d) Foreign currency transactions--Transactions denominated in
foreign currencies are recorded at the exchange rate prevailing when
recognized. Assets and liabilities denominated in foreign currencies
are valued at the exchange rate at the end of the period. Foreign
currency transactions are the result of settling (realized) or
valuing (unrealized) assets or liabilities expressed in foreign
currencies into US dollars. Realized and unrealized gains or losses
from investments include the effects of foreign exchange rates on
investments.
<PAGE>
(e) Income taxes--It is the Fund's policy to comply with the
requirements of the Internal Revenue Code applicable to regulated
investment companies and to distribute substantially all of its
taxable income to its shareholders. Therefore, no Federal income tax
provision is required. Under the applicable foreign tax law, a
withholding tax may be imposed on interest, dividends, and capital
gains at various rates.

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

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

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

(i) Reclassification--Generally accepted accounting principles
require that certain components of net assets be reclassified to
reflect permanent differences between financial reporting and tax
purposes. Accordingly, current year's permanent book/tax differences
of $3,463,944 have been reclassified from undistributed net realized
capital gains to undistributed net investment income. These
reclassifications have no effect on net assets or net asset value
per share.

2. Investment Advisory Agreement and Transactions
with Affiliates:
The Fund has entered into an Investment Advisory Agreement Merrill
Lynch Asset Management, L.P. ("MLAM"). The general partner of MLAM
is Princeton Services, Inc. ("PSI"), an indirect wholly-owned
subsidiary of Merrill Lynch & Co., Inc. ("ML & Co."), which is the
limited partner. The Fund has also entered into a Distribution
Agreement and Distribution Plans with Merrill Lynch Funds
Distributor, Inc. ("MLFD" or "Distributor"), a wholly-owned
subsidiary of Merrill Lynch Group, Inc.
<PAGE>
MLAM is responsible for the management of the Fund's portfolio and
provides the necessary personnel, facilities, equipment and certain
other services necessary to the operations of the Fund. For such
services, the Fund pays a monthly fee of 0.85%, on an annual basis,
of the average daily net assets of the Fund. MLAM has entered into a
Sub-Advisory Agreement with Merrill Lynch Asset Management U.K.,
Ltd. ("MLAM U.K."), an affiliate of MLAM, pursuant to which MLAM
pays MLAM U.K. a fee in an amount to be determined from time to time
by MLAM and MLAM U.K. but in no event in excess of the amount that
MLAM actually receives. For the year ended June 30, 1996, MLAM paid
MLAM U.K. a fee of $150,719 pursuant to such Agreement. Certain of
the states in which the shares of the Fund are qualified for sale
impose limitations on the expenses of the Fund. The most restrictive
annual expense limitation requires that MLAM reimburse the Fund to
the extent the Fund's expenses (excluding interest, taxes,
distribution fees, brokerage fees and commissions, and extraordinary
items) exceed 2.5% of the Fund's first $30 million of average daily
net assets, 2.0% of the next $70 million of average daily net
assets, and 1.5% of the average daily net assets in excess thereof.
MLAM's obligation to reimburse the Fund is limited to the amount of
the management fee. No fee payment will be made to MLAM during any
fiscal year which will cause such expenses to exceed the most
restrictive expense limitation at the time of such payment.

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

                      Account         Distribution
                  Maintenance Fee         Fee

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

Pursuant to a sub-agreement with the Distributor, Merrill Lynch,
Pierce, Fenner & Smith Inc. ("MLPF&S"), a subsidiary of ML & Co.,
also provides account maintenance and distribution services to the
Fund. The ongoing account maintenance fee compensates the
Distributor and MLPF&S for providing account maintenance services to
Class B, Class C and Class D shareholders. The ongoing distribution
fee compensates the Distributor and MLPF&S for providing shareholder
and distribution-related services to Class B and Class C
shareholders.
<PAGE>
For the year ended June 30, 1996, MLFD earned underwriting discounts
and MLPF&S earned dealer concessions on sales of the Fund's Class A
and Class D Shares as follows:

                        MLFD            MLPF&S

Class A               $   46           $   530
Class D               $4,093           $57,042

For the year ended June 30, 1996, MLPF&S received contingent
deferred sales charges of $492,135 and $2,470 relating to
transactions in Class B and Class C Shares, respectively.

In addition, MLPF&S received $42,982 in commissions on the execution
of portfolio security transactions for the year ended June 30, 1996.

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

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

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

3. Investments:
Purchases and sales of investments, excluding short-term
securities, for the year ended June 30, 1996 were $85,801,261
and $114,982,626, respectively.

Net realized and unrealized gains (losses) as of June 30, 1996 were
as follows:


                                     Realized     Unrealized
                                 Gains (Losses) Gains (Losses)
Investments:
  Long-term                      $  8,968,274   $ (1,126,825)
  Short-term                            1,454          1,518
Stock index futures contracts         868,759        (52,800)
  Options purchased                  (331,431)       (62,500)
  Options written                     (13,990)            --
                                 ------------   ------------
Total investments                   9,493,066     (1,240,607)
Currency transactions:
  Options purchased                   (44,442)        64,420
  Options written                     428,806             --
  Foreign currency transactions     4,554,398        (12,991)
  Forward foreign exchange          2,139,450        445,667
  contracts                      ------------   ------------
Total currency transactions         7,078,212        497,096
                                 ------------   ------------
Total                            $ 16,571,278   $   (743,511)
                                 ============   ============
<PAGE>

As of June 30, 1996, net unrealized depreciation for Federal income
tax purposes aggregated $1,440,581, of which $16,546,995 related to
appreciated securities and $17,987,576 related to depreciated
securities. The aggregate cost of investments, including options
purchased, at June 30, 1996 for Federal income tax purposes was
$162,350,072.

Transactions in call options written for the year ended June 30,
1996 were as follows:



                                  Nominal Value
                                    Covered by     Premiums
                                 Written Options   Received
Outstanding call options
written at beginning of year       19,000,000   $    285,706
Options written                     5,003,000        125,963
Options closed                     (2,003,000)       (84,169)
Options expired                   (22,000,000)      (327,500)
                                 ------------   ------------
Outstanding call options
written at end of year                     --             --
                                 ============   ============


Transactions in put options written for the year ended June 30, 1996
were as follows:



                                  Nominal Value
                                   Covered by      Premiums
                                 Written Options     Paid

Outstanding put options
written at beginning of year               --             --
Options written                     5,000,000   $     35,750
Options expired                    (5,000,000)       (35,750)
                                 ------------   ------------
Outstanding put options
written at end of year                     --             --
                                 ============   ============




<PAGE>
NOTES TO FINANCIAL STATEMENTS (concluded)


4. Capital Share Transactions:
Net increase (decrease) in net assets derived from capital share
transactions was $(33,525,896) and $188,771,869 for the year ended
June 30, 1996 and for the period ended June 30, 1995, respectively.
Transactions in capital shares for each class were as follows:


Class A Shares for the Year                         Dollar
Ended June 30, 1996                   Shares        Amount

Shares sold                           296,811   $  2,900,817
Shares issued to shareholders
in reinvestment of dividends and
distributions                           3,060         27,820
                                 ------------   ------------
Total issued                          299,871      2,928,637
Shares redeemed                      (687,569)    (6,547,134)
                                 ------------   ------------
Net decrease                         (387,698)  $ (3,618,497)
                                 ============   ============


Class A Shares for the Period                       Dollar
October 21, 1994++ to June 30, 1995   Shares        Amount

Shares sold                           940,965   $  8,735,463
Shares issued to shareholders
in reinvestment of distributions          173          1,602
                                 ------------   ------------
Total issued                          941,138      8,737,065
Shares redeemed                      (269,602)    (2,410,041)
                                 ------------   ------------
Net increase                          671,536   $  6,327,024
                                 ============   ============
[FN]
++Commencement of Operations.

<PAGE>
Class B Shares for the Year                         Dollar
Ended June 30, 1996                  Shares         Amount

Shares sold                         3,191,120   $ 31,771,205
Shares issued to shareholders
in reinvestment of dividends and
distributions                          69,565        627,475
                                 ------------   ------------
Total issued                        3,260,685     32,398,680
Automatic conversion of shares        (38,752)      (370,604)
Shares redeemed                    (5,891,101)   (56,152,670)
                                 ------------   ------------
Net decrease                       (2,669,168)  $(24,124,594)
                                 ============   ============



Class B Shares for the Period                       Dollar
August 5, 1994++ to June 30, 1995     Shares        Amount

Shares sold                        19,401,309   $190,346,473
Shares issued to shareholders
in reinvestment of distributions        3,965         36,674
                                 ------------   ------------
Total issued                       19,405,274    190,383,147
Automatic conversion of shares       (120,766)    (1,112,657)
Shares redeemed                    (4,329,960)   (39,053,042)
                                 ------------   ------------
Net increase                       14,954,548   $150,217,448
                                 ============   ============

[FN]
++Prior to August 5, 1994 (commencement of operations), the Fund
  issued 5,000 shares to MLAM for $50,000.



Class C Shares for the Year                         Dollar
Ended June 30, 1996                   Shares        Amount

Shares sold                           368,083   $  3,622,074
Shares issued to shareholders
in reinvestment of dividends and
distributions                           4,696         42,310
                                 ------------   ------------
Total issued                          372,779      3,664,384
Shares redeemed                      (392,451)    (3,747,857)
                                 ------------   ------------
Net decrease                          (19,672)  $    (83,473)
                                 ============   ============
<PAGE>


Class C Shares for the Period                       Dollar
October 21, 1994++ to June 30, 1995   Shares        Amount

Shares sold                           688,727   $  6,332,720
Shares issued to shareholders
in reinvestment of distributions          118          1,096
                                 ------------   ------------
Total issued                          688,845      6,333,816
Shares redeemed                      (131,979)    (1,171,764)
                                 ------------   ------------
Net increase                          556,866   $  5,162,052
                                 ============   ============

[FN]
++Commencement of Operations.



Class D Shares for the Year                         Dollar
Ended June 30, 1996                   Shares        Amount

Shares sold                         1,341,253   $ 13,808,237
Automatic conversion of shares         38,393        370,604
Shares issued to shareholders
in reinvestment of dividends and
distributions                          17,279        156,896
                                 ------------   ------------
Total issued                        1,396,925     14,335,737
Shares redeemed                    (1,996,494)   (20,035,069)
                                 ------------   ------------
Net decrease                         (599,569)  $ (5,699,332)
                                 ============   ============



Class D Shares for the Period                       Dollar
August 5, 1994++ to June 30, 1995     Shares        Amount

Shares sold                         3,959,595   $ 39,101,204
Automatic conversion of shares        120,315      1,112,657
Shares issued to shareholders
in reinvestment of distributions          573          5,319
                                 ------------   ------------
Total issued                        4,080,483     40,219,180
Shares redeemed                    (1,399,349)   (13,153,835)
                                 ------------   ------------
Net increase                        2,681,134   $ 27,065,345
                                 ============   ============
<PAGE>
[FN]
++Prior to August 5, 1994 (commencement of operations), the Fund
  issued 5,000 shares to MLAM for $50,000.

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 Class D Shares. There were
2,992,993 shares redesignated amounting to $29,891,279.

5. Commitments:
On June 30, 1996, the Fund had entered into foreign exchange
contracts, in addition to the contracts listed on the Schedule of
Investments, under which it had agreed to purchase and sell various
foreign currencies with approximate values of $837,000 and
$1,303,000, respectively.



<AUDIT REPORT>
REPORT OF INDEPENDENT AUDITORS


To the Shareholders and Board of Directors,
Merrill Lynch Global SmallCap Fund, Inc.:

We have audited the accompanying statement of assets and
liabilities, including the schedule of investments, of Merrill Lynch
Global SmallCap Fund, Inc. as of June 30, 1996, the related
statements of operations and changes in net assets for the year then
ended, and the financial highlights for the year then ended and for
the period August 5, 1994 (commencement of operations) to June 30,
1995. These financial statements and the financial highlights are
the responsibility of the Fund's management. Our responsibility is
to express an opinion on these financial statements and financial
highlights based on our audits.

We conducted our audit in accordance with generally accepted
auditing standards. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial
statements and the financial highlights are free of material
misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements.
Our procedures included confirmation of securities owned at June 30,
1996, by correspondence with the custodian and brokers. An audit
also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the
overall financial statement presentation. We believe that our audits
provide a reasonable basis for our opinion.
<PAGE>
In our opinion, such financial statements and financial highlights
present fairly, in all material respects, the financial position of
Merrill Lynch Global SmallCap Fund, Inc. as of June 30, 1996, the
results of its operations, the changes in its net assets, and the
financial highlights for the respective stated period in conformity
with generally accepted accounting principles.

Deloitte & Touche LLP
Princeton, New Jersey
August 20, 1996
</AUDIT REPORT>




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