MERRILL LYNCH ASSET INCOME FUND INC
N-30B-2, 1995-05-19
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MERRILL LYNCH
ASSET INCOME
FUND, INC.





FUND LOGO





Quarterly Report

March 31, 1995





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











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






MERRILL LYNCH ASSET INCOME FUND, INC.



Worldwide
Investments As Of
March 31, 1995


Percent Breakdown of
Stocks & Fixed-Income                          Percent of
Securities by Country                          Net Assets++

United States*                                      78.4%
Germany                                              4.8
United Kingdom                                       3.4
Japan                                                3.1
Canada                                               2.5
France                                               0.8
Hong Kong                                            0.5
Switzerland                                          0.4
Norway                                               0.4
Netherlands                                          0.4
Australia                                            0.3
Singapore                                            0.3
Argentina                                            0.3
Indonesia                                            0.2
Spain                                                0.2
Sweden                                               0.2
Mexico                                               0.2
Thailand                                             0.1


[FN]
 *Includes investments in short-term securities.
++Percent of net assets may not equal 100%.



Ten Largest Industries                         Percent of
(Equity Investments)                           Net Assets

Telecommunications                                   1.5%
Capital Goods                                        1.5
Building & Construction                              0.9
Multi-Industry                                       0.9
Machinery                                            0.8
Electronics                                          0.8
Pharmaceuticals                                      0.7
Chemicals                                            0.7
Oil Service                                          0.7
Electrical Equipment                                 0.6
<PAGE>


                                     Country      Percent
Ten Largest Holdings                   of          of Net
(Equity Investments)                 Origin        Assets

Kelly Services, Inc.
  (Class A)                            US            0.4%
Merck & Co., Inc.                      US            0.4
Phillips Petroleum Co.                 US            0.4
Schlumberger Ltd., Inc.                Netherlands   0.4
Stewart & Stevenson
  Services, Inc.                       US            0.4
United Technologies
  Corp.                                US            0.3
Ford Motor Co.                         US            0.3
Abbott Laboratories                    US            0.3
Eastman Kodak Co.                      US            0.3
Dresser Industries, Inc.               US            0.3




DEAR SHAREHOLDER


Increasing signs of slowing economic growth led to higher US stock
and bond prices during the March quarter. Although gross domestic
product was reported to have increased at a revised 5.1% rate during
the final quarter of 1994, declines in other indicators such as new
home sales and durable goods orders registered thus far in 1995 have
led investors to anticipate that the economy is losing enough
momentum to keep inflation under control and preclude further
significant monetary policy tightening by the Federal Reserve Board.

However, as US stock and bond markets have risen, the value of the
US dollar reached new lows relative to the yen and the Deutschemark.
Persistent trade deficits and exports of capital from the United
States have kept the US currency in a decade-long decline relative
to the Japanese and German currencies. Over the longer term, since
the United States has the highest productivity among industrialized
nations and among the lowest labor costs, demand for US dollar-
denominated assets may improve. However, a reduction of the still-
widening US trade deficit may be necessary before the US dollar
appreciates substantially relative to the yen and the Deutschemark.

The first three months of 1995 were very positive for the US stock
and bond markets. Continued signs of a moderating expansion and well-
contained inflationary pressures would provide further assurance
that the peak in interest rates is behind us, creating a stronger
foundation for higher stock and bond prices. On the other hand,
indications of reaccelerating growth and further significant
monetary policy tightening by the Federal Reserve Board would be a
decided negative for the US financial markets.
<PAGE>

Portfolio Matters
As of March 31, 1995, the Fund's asset allocation was: US bonds, 69%
of net assets; foreign bonds, 9%; US stocks, 6%; foreign stocks, 9%;
and cash and cash equivalents, 7%.

During the first quarter of 1995, we enlarged the US bond position.
Assets remain allocated to intermediate-term US Treasury
obligations. The average portfolio maturity is over 7.50 years and
the average duration is 5.65 years. These bonds have benefited from
a rally which began in late 1994. Even after this advance, there is
potential for a further decline in intermediate-term US interest
rates in coming months. Our optimism is based on our belief that the
Federal Reserve Board is unlikely to undertake a further increase in
short-term interest rates in coming months, so that the monetary
environment will remain benign.

This stable monetary policy is reflective of increasing evidence
that the US economy is slowing down. The strongest evidence of a
slowdown is in consumer durable areas, such as autos, housing and
retail. Weakness is also developing in US exports in response to
dramatic declines in economic activity in Latin America,
particularly in Mexico.

In the foreign bond sector, we expanded the Fund's position in
German bonds. This enlargement resulted from our expectation of a
decline in German interest rates. While the US dollar is expected to
recover versus the Deutschemark, the recovery will be limited. We
also maintained representation in UK and Canadian bonds.

In the equity sector, the favorable monetary environment led us to
expand US equity representation. We utilized cash to add new US
common stock positions during the first quarter of 1995. These
positions included General Signal Corp., Stewart & Stevenson
Services, Inc., Ingersoll-Rand Co., Pitney Bowes, Inc., Ford Motor
Company, The Stanley Works, Bell Atlantic Corp., Comsat Corporation
and GTE Corp. We accepted profits in Hewlett-Packard Co. and
liquidated our position in J.P. Morgan & Co. Inc.

Among the foreign equities, the largest overweighting is maintained
in the emerging markets of Asia and Latin America. These markets
have begun to recover after substantial corrections in 1994 and
early 1995. Investor recognition of favorable long-term prospects
should result in further recoveries in the Asian markets, such as
Hong Kong, Singapore and Indonesia. Significant further recoveries
in Latin America might take longer to develop. However, assuming
that the Mexican peso stabilizes, the Mexican stock market should
anticipate improving economic conditions beginning by late this
year. We are encouraged by the favorable response of the Argentine
stock market to the series of economic measures announced during
March.
<PAGE>
We maintained a meaningful commitment to Japanese equities. A
significant decline in bond yields has improved the valuation
background for the Japanese stock market. We also believe that the
Japanese economy will be favorably impacted by increased spending as
a result of earthquake-induced reconstruction. Since we believe that
the recovery in Japanese share prices could be accompanied by a
weakening of the yen, we have hedged approximately 75% of the value
of the Japanese equity position back into US dollars. Select
representation continues in European equities, with emphasis placed
on the shares of companies which appear to have made exceptional
progress in restructuring operations.

In Conclusion
We thank you for your investment in Merrill Lynch Asset Income Fund,
Inc., and we look forward to reviewing our outlook and strategy with
you in our upcoming semi-annual report to shareholders.

Sincerely,



(Arthur Zeikel)
Arthur Zeikel
President



(Joel Heymsfeld)
Joel Heymsfeld
Vice President and Portfolio Manager




May 4, 1995



PERFORMANCE DATA


About Fund 
Performance

Since October 21, 1994, investors have been 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 4% and bear no ongoing distribution or account maintenance
  fees. Class A Shares are available only to eligible investors.
<PAGE>
* 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 0.50% and an account
  maintenance fee of 0.25%. These shares automatically convert to
  Class D Shares after 10 years.

* Class C Shares are subject to a distribution fee of 0.55% 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 4% and an
  account maintenance fee of 0.25% (but no distribution fee).

Performance data for the Fund's shares are presented in the
"Aggregate Total Return" tables below. The "Recent Performance
Results" table below shows investment results before the deduction
of any sales charges for the Fund's shares for the since inception
and three-month periods ended March 31, 1995. All data in this table
assume imposition of the actual total expenses incurred by each
class of shares during the relevant period.

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.


Aggregate
Total Return


                                          % Return        % Return
                                         Without CDSC    With CDSC**

Class A Shares*

Inception (9/02/94)
through 3/31/95                            +2.80%          -1.31%

[FN]
 *Maximum sales charge is 4%.
**Assuming maximum sales charge.
<PAGE>

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

Class B Shares*

Inception (9/02/94)
through 3/31/95                            +2.37%          -1.61%

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


                                          % Return        % Return
                                         Without CDSC    With CDSC**

Class C Shares*

Inception (10/21/94)
through 3/31/95                            +2.95%          +1.95%

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


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

Class D Shares*

Inception (10/21/94)
through 3/31/95                            +3.19%        - 0.93%

[FN]
 *Maximum sales charge is 4%.
**Assuming maximum sales charge.



<TABLE>
Recent
Performance
Results*
<CAPTION>
                                                                                            Since Inception  3 Month
                                                     3/31/95       12/31/94      Inception++  % Change++    % Change
<S>                                                   <C>           <C>           <C>           <C>           <C>
Class A Shares                                        $9.94         $9.68         $10.00        -0.60%        +2.69%
Class B Shares                                         9.94          9.68          10.00        -0.60         +2.69
Class C Shares                                         9.94          9.69           9.88        +0.61         +2.58
Class D Shares                                         9.94          9.69           9.88        +0.61         +2.58
Class A Shares-Total Return                                                                     +2.80(1)      +4.23(2)
Class B Shares-Total Return                                                                     +2.37(3)      +4.05(4)
Class C Shares-Total Return                                                                     +2.95(5)      +3.93(6)
Class D Shares-Total Return                                                                     +3.19(7)      +4.06(8)
<PAGE>

<FN>
  *Investment results shown do not reflect sales charges; results
   shown would be lower if a sales charge was included.
 ++Class A and Class B Shares commenced operations on 9/02/94. Class
   C and Class D Shares commenced operations on 10/21/94.
(1)Percent change includes reinvestment of $0.321 per share ordinary
   income dividends.
(2)Percent change includes reinvestment of $0.137 per share ordinary
   income dividends.
(3)Percent change includes reinvestment of $0.279 per share ordinary
   income dividends.
(4)Percent change includes reinvestment of $0.120 per share ordinary
   income dividends.
(5)Percent change includes reinvestment of $0.216 per share ordinary
   income dividends.
(6)Percent change includes reinvestment of $0.119 per share ordinary
   income dividends.
(7)Percent change includes reinvestment of $0.239 per share ordinary
   income dividends.
(8)Percent change includes reinvestment of $0.131 per share ordinary
   income dividends.




</TABLE>
<TABLE>
SCHEDULE OF INVESTMENTS                                                                                   (in US dollars)
<CAPTION>
                                     Shares                                                                    Percent of
COUNTRY        Industries              Held               Common Stocks                  Cost           Value  Net Assets
<S>            <S>                   <C>          <S>                                <C>           <C>                   
Argentina      Banking                  600       Banco Frances del Rio de
                                                  la Plata S.A. (ADR)*               $   18,594     $   10,875       0.1%

               Oil & Gas Producers      800       Yacimientos Petroliferos Fiscales
                                                  S.A. (Class D) (Sponsored) (ADR)*      18,614         l5,200       0.2

                                                  Total Common Stocks in Argentina       37,208         26,075       0.3


Australia      Multi-Industry         6,000       CSR Ltd.                               20,467         18,805       0.2
                                      6,000       Pacific Dunlop Ltd.                    18,156         13,094       0.1

                                                  Total Common Stocks in Australia       38,623         31,899       0.3


Canada         Multi-Industry         1,900       Canadian Pacific Ltd.                  33,447         28,500       0.3

               Telecommunications       500       Northern Telecommunications Ltd.       17,405         18,938       0.2

                                                  Total Common Stocks in Canada          50,852         47,438       0.5

<PAGE>
France         Building &               200       Compagnie de Saint Gobain              25,427         24,896       0.3
               Construction

               Capital Goods          1,500       Alcatel Alsthom (ADR)*                 32,271         27,188       0.3

               Petroleum                300       TOTAL S.A. (Class B)                   17,819         17,910       0.2

                                                  Total Common Stocks in France          75,517         69,994       0.8


Germany        Electronics               50       Siemens AG                             22,176         23,208       0.2

               Machinery &               70       Mannesmann AG                          19,573         17,789       0.2
               Equipment
                                                  Total Common Stocks in Germany         41,749         40,997       0.4


Hong Kong      Chemicals             50,000       Shanghai Petrochemical Co., Ltd.       16,523         15,359       0.2

               Multi-Industry         2,000       Swire Pacific Ltd. 'A'                 16,946         13,645       0.1

               Real Estate            2,000       Sun Hung Kai Properties, Ltd.          15,357         13,645       0.1

               Utilities--Electric    3,000       China Light & Power Co., Ltd.          15,713         14,551       0.1

                                                  Total Common Stocks in Hong Kong       64,539         57,200       0.5


Indonesia      Telecommunications       520       P.T. Indonesian Satellite (ADR)*       20,272         18,330       0.2

                                                  Total Common Stocks in Indonesia       20,272         18,330       0.2


Japan          Building &             2,000       Asahi Glass Co., Ltd.                  24,617         23,421       0.2
               Construction           2,000       Maeda Corp.                            22,346         22,755       0.2
                                      2,000       Okumura Corp.                          17,151         17,910       0.2
                                                                                     ----------     ----------     ------
                                                                                         64,114         64,086       0.6

               Capital Goods          2,000       Hitachi Cable Ltd.                     17,296         14,673       0.1
                                      2,000       Mitsubishi Heavy Industries, Inc.      16,156         14,305       0.1
                                                                                     ----------     ----------     ------
                                                                                         33,452         28,978       0.2

               Electrical             3,000       Mitsubishi Electric Co.                20,723         21,975       0.2
               Equipment

               Electronics            1,000       Canon, Inc.                            17,439         16,418       0.2
                                      1,000       Matsushita Electric Industrial
                                                  Co., Ltd.                              16,802         16,073       0.2
                                      1,000       Sharp Corp.                            17,969         16,188       0.2
                                                                                      ----------    ----------     ------
                                                                                         52,210         48,679       0.6
<PAGE>
               Insurance              3,000       Nippon Fire & Marine Insurance
                                                  Co., Ltd.                              22,453         21,320       0.2
                                      2,000       Tokio Marine & Fire Insurance
                                                  Co., Ltd.                              23,827         22,618       0.2
                                                                                      ----------    ----------     ------
                                                                                         46,280         43,938       0.4

               Machinery              2,000       Makino Milling Machine Co.             17,764         14,925       0.2
 
               Petroleum              3,000       Nippon Oil Co., Ltd.                   22,211         18,909       0.2

               Printing & Publishing  1,000       Dai Nippon Printing Co., Ltd.          18,630         15,499       0.2

               Textiles               2,000       Toray Industries Ltd.                  15,740         13,525       0.1

               Trading                2,000       Kamigumi Co.                           23,315         19,173       0.2
                                      2,000       Sumitomo Corp.                         20,137         18,140       0.2
                                                                                     ----------     ----------     ------
                                                                                         43,452         37,313       0.4

                                                  Total Common Stocks in Japan          334,576        307,827       3.1


Mexico         Capital Goods          1,500       Consorcio G Grupo Dina, S.A.
                                                  de C.V. (ADR)*                         19,778          5,250       0.1

               Cement                 2,000       Cementos Mexicano, S.A. de C.V.
                                                  (Class B) (Cemex)                      18,043          4,382       0.0

               Telecommunications     1,000       Empresas ICA Sociedad Controladora,
                                                  S.A. de C.V. (ADR)*                    31,364          6,000       0.1

                                                  Total Common Stocks in Mexico          69,185         15,632       0.2


Netherlands    Oil Service              600       Schlumberger Ltd., Inc.                33,232         35,775       0.4

                                                  Total Common Stocks
                                                  in the Netherlands                     33,232         35,775       0.4


Norway         Capital Goods            400       Kvaerner, Inc. (Class B)               16,976         16,737       0.2

               Diagnostics            1,000       Hafslund Nycomed Inc. (ADR)*           18,184         19,875       0.2

                                                  Total Common Stocks in Norway          35,160         36,612       0.4


Singapore      Machinery              2,000       Jurong Shipyard Ltd.                   19,114         17,151       0.2

               Shipping              11,000       Neptune Orient Lines Ltd.              17,077         13,565       0.1

                                                  Total Common Stocks in Singapore       36,191         30,716       0.3

<PAGE>
Spain          Energy & Petroleum       600       Repsol S.A. (ADR)*                     19,311         l7,400       0.2

                                                  Total Common Stocks in Spain           19,311         17,400       0.2


Sweden         Engineering &          1,000       SKF AB 'B' Free                        17,877         16,562       0.2
               Construction
                                                  Total Common Stocks in Sweden          17,877         16,562       0.2


Switzerland    Electrical Equipment      25       BBC Brown Boveri & Cie (Bearer)        22,679         23,700       0.2

               Machinery                 25       Sulzer Gebrueder AG                    18,002         15,749       0.2

                                                  Total Common Stocks in Switzerland     40,681         39,449       0.4


Thailand       Real Estate            6,000       MDX Company Ltd. (Foreign)             19,504         12,431       0.1

                                                  Total Common Stocks in Thailand        19,504         12,431       0.1
</TABLE>



<TABLE>
SCHEDULE OF INVESTMENTS  (concluded)                                                                      (in US dollars)
<CAPTION>
                                     Shares                                                                    Percent of
COUNTRY        Industries              Held               Common Stocks                  Cost           Value  Net Assets
<S>            <S>                   <C>          <S>                                <C>           <C>                   
United         Beverages                700       Grand Metropolitan
Kingdom                                           PLC (ADR)*                         $   19,242     $   18,025       0.2%

               Chemicals                400       Imperial Chemical Industries
                                                  PLC (ADR)*                             20,682         18,800       0.2

               Electrical Equipment   5,000       General Electric Co. PLC               22,639         24,042       0.2

               Multi-Industry         1,000       Hanson PLC (ADR)*                      19,185         18,875       0.2

               Utilities--Gas           400       British Gas PLC (ADR)*                 18,428         18,700       0.2

                                                  Total Common Stocks in
                                                  the United Kingdom                    100,176         98,442       1.0

<PAGE>
United         Aerospace                500       United Technologies Corp.              31,447         34,563       0.3
States
               Automobile             1,200       Ford Motor Co.                         32,137         32,400       0.3

               Capital Goods            800       General Signal Corporation             28,443         28,500       0.3
                                      1,000       Stewart & Stevenson Services, Inc.     35,398         35,250       0.4
                                                                                     ----------     ----------     ------
                                                                                         63,841         63,750       0.7

               Chemicals                500       Eastman Chemical Co.                   26,197         27,813       0.3

               Consumer--Services     1,100       Kelly Services, Inc. (Class A)         33,500         39,600       0.4

               Environmental          1,900       Wheelabrator Technologies Inc.         31,172         25,888       0.3
               Control Systems

               Foods                  1,550       Archer-Daniels-Midland Co.             28,064         28,869       0.3

               Hardware Products        800       Stanley Works (The)                    31,572         31,500       0.3

               Machinery                600       Ingersoll-Rand Company                 18,942         19,725       0.2

               Office--Related          600       Pitney Bowes, Inc.                     20,090         21,600       0.2

               Oil--Integrated        1,000       Phillips Petroleum Co.                 34,364         36,625       0.4

               Oil Service            1,500       Dresser Industries, Inc.               30,407         31,875       0.3

               Pharmaceuticals          900       Abbott Laboratories                    29,082         32,063       0.3
                                        900       Merck & Co., Inc.                      30,882         38,362       0.4
                                                                                     ----------     ----------     ------
                                                                                         59,964         70,425       0.7

               Photography              600       Eastman Kodak Co.                      28,913         31,875       0.3

               Telecommunications       400       AT&T Corp.                             21,682         20,700       0.2
                                        600       Bell Atlantic Corporation              30,590         31,650       0.3
                                        900       Comsat Corporation                     18,901         16,763       0.2
                                        900       GTE Corp.                              29,377         29,925       0.3
                                                                                     ----------     ----------     ------
                                                                                        100,550         99,038       1.0
                                                  Total Common Stocks in
                                                  the United States                     571,160        595,546       6.0


                                                  Total Investments in
                                                  Common Stocks                       1,605,813      1,498,325      15.3
<PAGE>

                                      Face
                                     Amount          Fixed-Income Securities

Canada                         C$   300,000       National Bank of Canada, 7.25%
                                                  due 6/01/2003                         201,403        198,224       2.0

                                                  Total Fixed-Income Securities         201,403        198,224       2.0
                                                  in Canada 


Germany                                           Bundes Obligations:
                               DM   300,000         6.375% due 5/20/1998                197,809        216,936       2.2
                                    300,000         7.375% due 1/03/2005                217,005        218,064       2.2

                                                  Total Fixed-Income Securities
                                                  in Germany                            414,814        435,000       4.4


United Kingdom              Pound   150,000       UK Treasury Gilt, 7.25%
                         Sterling                 due 3/30/1998                         232,448        237,158       2.4

                                                  Total Fixed-Income Securities
                                                  in the United Kingdom                 232,448        237,158       2.4


United States                                     US Treasury Notes:
                              US$ 2,500,000         6.875% due 8/31/1999              2,453,203      2,480,475      25.2
                                  3,750,000         7.25% due 8/15/2004               3,639,063      3,750,600      38.1
                                    500,000         7.50% due 2/15/2005                 503,750        510,155       5.2

                                                  Total Fixed-Income Securities
                                                  in the United States                6,596,016      6,741,230      68.5


                                                  Total Investments in
                                                  Fixed-Income Securities             7,444,681      7,611,612      77.3


                                                    Short-Term Securities


United States  US Government  US$   100,000       Federal Home Loan Bank, 5.90%
               & Agency                           due 4/17/1995                          99,771         99,771       1.0
               Obligations**                      Federal Home Loan Mortgage Corp.:
                                    134,000         5.92% due 4/17/1995                 133,692        133,692       1.4
                                    150,000         5.90% due 4/20/1995                 149,582        149,582       1.5


                                                  Total Investments in
                                                  Short-Term Securities                 383,045        383,045       3.9

<PAGE>
               Total Investments                                                     $9,433,539      9,492,982      96.5
                                                                                     ==========
               Unrealized Depreciation on Forward Foreign Exchange Contracts***                        (28,226)     (0.3)

               Other Assets Less Liabilities                                                           372,089       3.8
                                                                                                    ----------     ------
               Net Assets                                                                           $9,836,845     100.0%
                                                                                                    ==========     ======


               Net Asset Value:     Class A--Based on net assets of $1,217,827 and
                                    122,520 shares outstanding                                      $     9.94
                                                                                                    ==========
                                    Class B--Based on net assets of $7,905,461 and
                                    795,326 shares outstanding                                      $     9.94
                                                                                                    ==========
                                    Class C--Based on net assets of $239,094 and
                                    24,057 shares outstanding                                       $     9.94
                                                                                                    ==========
                                    Class D--Based on net assets of $474,463 and
                                    47,742 shares outstanding                                       $     9.94
                                                                                                    ==========


<FN>
  *American Depositary Receipt (ADR).
 **Certain US Government & Agency Obligations are traded on a
   discount basis; the interest rates shown are the discount rates paid
   at the time of purchase by the Fund.
***Forward foreign exchange contracts as of March 31, 1995 were as follows:


   Foreign Currency               Expiration            Unrealized
        Sold                         Date              Depreciation

   YEN20,000,000                  July 1995               $(28,226)

   Total Unrealized Depreciation on Forward Foreign
   Exchange Contracts (US Commitment--$204,499)           $(28,226)
                                                          ========
</TABLE>
<PAGE>

PORTFOLIO CHANGES


For the Quarter Ended March 31, 1995


Additions

Bell Atlantic Corporation
Comsat Corporation
Eastman Kodak Co.
Ford Motor Co.
GTE Corp.
General Signal Corporation
Ingersoll-Rand Company
Pitney Bowes, Inc.
Stanley Works (The)
Stewart & Stevenson Services, Inc.


Deletions

Hewlett-Packard Co.
Morgan (J.P.) & Co. Inc.




OFFICERS AND DIRECTORS

Arthur Zeikel, President and Director
Joe Grills, Director
Walter Mintz, Director
Melvin R. Seiden, Director
Stephen B. Swensrud, Director
Harry Woolf, Director
Terry K. Glenn, Executive Vice President
Bernard J. Durnin, Senior Vice President
Donald C. Burke, Vice President
Joel Heymsfeld, Vice President
Gerald M. Richard, Treasurer
Mark B. Goldfus, Secretary
<PAGE>

Custodian
The Chase Manhattan Bank, N.A.
4 MetroTech Center, 18th Floor
Brooklyn, New York 11245

Transfer Agent
Financial Data Services, Inc.
Transfer Agency Mutual Fund Operations
4800 Deer Lake Drive East
Jacksonville, Florida 32246-6484




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