MERRILL LYNCH ASSET INCOME FUND INC
N-30D, 1996-08-22
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MERRILL LYNCH
ASSET INCOME
FUND, INC.








FUND LOGO








Semi-Annual Report

June 30, 1996




Officers and Directors
Arthur Zeikel, President and Director
Joe Grills, Director
Walter Mintz, Director
Robert S. Salomon Jr., Director
Melvin R. Seiden, Director
Stephen B. Swensrud, Director
Terry K. Glenn, Executive Vice President
Norman R. Harvey, Senior Vice President
Donald C. Burke, Vice President
Thomas R. Robinson, Vice President
Gerald M. Richard, Treasurer
Mark B. Goldfus, Secretary

Custodian
The Chase Manhattan Bank, N.A.
4 MetroTech Center, 18th Floor
Brooklyn, NY 11245
<PAGE>
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 a
solicitation of an offer to buy shares of the Fund unless accompanied
or preceded by the Fund's current prospectus. Past performance results
shown in this report should not be considered a representation of
future performance. Investment return and principal value of shares
will fluctuate so that shares, when redeemed, may be worth more or
less than their original cost. Statements and other information herein
are as dated and are subject to change.



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




MERRILL LYNCH ASSET INCOME FUND, INC.


Worldwide
Investments as of
June 30, 1996

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

United States*               74.7%
Italy                         7.2
Germany                       3.2
Spain                         3.2
Sweden                        2.9
Japan                         2.5
Canada                        0.9
Mexico                        0.9
United Kingdom                0.5
Brazil                        0.5
Hong Kong                     0.5
Switzerland                   0.4
France                        0.4
Argentina                     0.4
Finland                       0.3
Indonesia                     0.3
Netherlands                   0.2
Philippines                   0.2
South Korea                   0.1

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


Ten Largest Industries  Percent of
(Equity Investments)    Net Assets

Chemicals                     4.9%
Telecommunications            1.6
Electronics                   1.4
Computer Software             1.2
Beverages                     1.2
Petroleum                     1.1
Pharmaceuticals               1.1
Electrical Equipment          1.1
Aerospace                     1.0
Insurance                     1.0



                         Country   Percent
Ten Largest Holdings       of       of Net
(Equity Investments)      Origin    Assets
<PAGE>
PPG Industries, Inc.  United States   4.4%
Carnival Corp.
  (Class A)           United States   0.5
Philip Morris
  Companies, Inc.     United States   0.5
First Data Corp.      United States   0.4
Procter &
  Gamble Co.          United States   0.4
Merck & Co., Inc.     United States   0.4
United Technologies
  Corp.               United States   0.4
International
  Business
  Machines Corp.      United States   0.4
The Coca-Cola Co.     United States   0.4
Sears, Roebuck
  & Co.               United States   0.4




DEAR SHAREHOLDER


As of June 30, 1996, the asset allocation for Merrill Lynch Asset
Income Fund, Inc. was: US bonds, 51% of net assets; foreign bonds,
15%; US stocks, 19%; foreign stocks, 10%; and cash and cash reserves,
5%.

During the three months ended June 30, 1996, we shifted assets from US
bonds to foreign bonds in the fixed-income sector of the Fund's
portfolio. In the reduced US bond sector, we maintained the duration
at under 3.5 years, after lowering it earlier in 1996. In recent
weeks, there has been further evidence that the US economy is more
vigorous than earlier in the year. This environment may encourage the
Federal Reserve Board to raise short-term interest rates in the coming
months and result in a further rise in intermediate-term and longer-
term interest rates. Given this outlook, it is our view that a
relatively short duration remains justified.

In the foreign bond sector of the Fund's holdings, we complemented
existing positions in German and Italian bonds with positions in other
higher-yielding European bond markets, namely Spain and Sweden.
Commitments were in bonds in the two-year--five-year maturity range.
We expect the returns on Spanish, Swedish and Italian bonds to be
enhanced by the convergence of yields in these markets with those in
Germany in response to a lackluster German economy, an accommodative
monetary policy by the Bundesbank and solid or better fiscal and
monetary rectitude in their economies. This policy should allow for
interest rate cuts by the central banks of Italy, Spain and Sweden,
even while enabling their currencies to strengthen relative to the
Deutschemark.
<PAGE>
In recent months, as we have moved to complete our portfolio
restructuring, we increased the commitment to US equities. However, we
are only neutral relative to the benchmark in our allocation to US
equities. We believe stock selection rather than industry focus is
more likely to yield positive results. We continued to allocate
significant assets to focused and restructured companies which enjoy
dominant franchises within their respective industries. Cincinnati
Milacron, Inc. is an example of a new position which fulfills these
criteria. Other new positions which appeared reasonably valued in
relationship to their asset values or earnings growth included
International Business Machines Corp. and Procter & Gamble Co. We also
continued to enlarge the representation in quality technology
companies, where new positions included Intel Corp. and Microsoft
Corp.

We also raised our allocation in the foreign equity sector. The
position in Japan remains the largest concentration among foreign
equity holdings, although it represented only 2.5% of net assets at
quarter-end. Among the Japanese holdings, we eliminated the positions
in Sumitomo Corp., Kamigumi Co., Ltd. and Dai Nippon Printing Co. Ltd.
Within Europe, representation was expanded through commitments in SGL
Carbon AG and Henkel KGaA in Germany, Bure Investment AB and
Sparbanken Sverige AB in Sweden. Uncertain prospects led us to
eliminate Philips Electronics N.V. We also continued to enlarge the
commitment to Latin America through the shares of Grupo Carso, S.A. de
C.V. in Mexico and Compania Cervejaria Brahma S.A. PN in Brazil. In
Asia, we sold Philippine Long Distance Telephone. Overall, our
expectation of a relatively synchronized global economic recovery has
led us to allocate the largest proportion of foreign equity assets to
the capital equipment area, including electronics and electrical
equipment. The most significant underweighting is in the finance area,
including banking, insurance and real estate, as the economic
environment we anticipate will not be conducive to declining interest
rates.


Sincerely,







(Arthur Zeikel)
Arthur Zeikel
President



<PAGE>



(Thomas R. Robinson)
Thomas R. Robinson
Vice President and
Senior Portfolio Manager







(Joel Heymsfeld)
Joel Heymsfeld
Portfolio Manager

July 29, 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 4% and bear no ongoing distribution or account maintenance fees.
  Class A Shares are available only to eligible investors.

* 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 approximately 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.
<PAGE>
* Class D Shares incur a maximum initial sales charge of 4% 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.



Average Annual
Total Return


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

Class A Shares*

Year Ended 6/30/96          +6.98%         +2.70%
Inception (9/02/94)
through 6/30/96             +8.59          +6.19

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


                          % Return       % Return
                         Without CDSC   With CDSC**

Class B Shares*

Year Ended 6/30/96          +6.18%         +2.18%
Inception (9/02/94)
through 6/30/96             +7.78          +6.23

[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*
<PAGE>
Year Ended 6/30/96          +6.12%         +5.12%
Inception (10/21/94)
through 6/30/96             +8.75          +8.75

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


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

Class D Shares*

Year Ended 6/30/96          +6.71%         +2.45%
Inception (10/21/94)
through 6/30/96             +9.34          +6.74

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


PERFORMANCE DATA  (concluded)


<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*                                   $10.40     $10.37     $10.35       +0.83%(1)    +0.29%
Class B Shares*                                    10.40      10.37      10.35       +0.83(1)     +0.29
Class C Shares*                                    10.40      10.37      10.35       +0.83(1)     +0.29
Class D Shares*                                    10.40      10.37      10.35       +0.83(1)     +0.29
Class A Shares-Total Return*                                                         +6.98(2)     +1.49(3)
Class B Shares-Total Return*                                                         +6.18(4)     +1.30(5)
Class C Shares-Total Return*                                                         +6.12(6)     +1.29(7)
Class D Shares-Total Return*                                                         +6.71(8)     +1.43(9)
Class A Shares-Standardized 30-day Yield            5.01%
Class B Shares-Standardized 30-day Yield            4.47%
Class C Shares-Standardized 30-day Yield            4.42%
Class D Shares-Standardized 30-day Yield            4.77%
<PAGE>
<FN>
  *Investment results shown do not reflect sales charges; results would
   be lower if a sales charge was included.
(1)Percent change includes reinvestment of $0.036 per share capital
   gains distributions.
(2)Percent change includes reinvestment of $0.625 per share ordinary
   income dividends and $0.036 per share capital gains distributions.
(3)Percent change includes reinvestment of $0.126 per share ordinary
   income dividends.
(4)Percent change includes reinvestment of $0.547 per share ordinary
   income dividends and $0.036 per share capital gains distributions.
(5)Percent change includes reinvestment of $0.106 per share ordinary
   income dividends.
(6)Percent change includes reinvestment of $0.541 per share ordinary
   income dividends and $0.036 per share capital gains distributions.
(7)Percent change includes reinvestment of $0.105 per share ordinary
   income dividends.
(8)Percent change includes reinvestment of $0.599 per share ordinary
   income dividends and $0.036 per share capital gains distributions.
(9)Percent change includes reinvestment of $0.119 per share ordinary
   income dividends.
</TABLE>


<TABLE>
Performance
Summary--
Class A Shares
<CAPTION>
                                 Net Asset Value          Capital Gains        Dividends
Period Covered              Beginning          Ending      Distributed           Paid*          % Change**
<S>                          <C>              <C>            <C>                <C>              <C>
9/02/94--12/31/94            $10.00           $ 9.68           --               $0.184           - 1.37%
1995                           9.68            10.62         $0.036              0.662           +17.38
1/01/96--6/30/96              10.62            10.40           --                0.254           + 0.41
                                                             ------             ------
                                                       Total $0.036       Total $1.100

                                                         Cumulative total return as of 6/30/96:  +16.25%**
</TABLE>


<TABLE>
Performance
Summary--
Class B Shares
<CAPTION>
                                 Net Asset Value          Capital Gains        Dividends
Period Covered              Beginning          Ending      Distributed           Paid*          % Change***
<S>                          <C>              <C>            <C>                <C>              <C>
9/02/94--12/31/94            $10.00           $ 9.68           --               $0.159           - 1.62%
1995                           9.68            10.62         $0.036              0.586           +16.51
1/01/96--6/30/96              10.62            10.40           --                0.216           + 0.04
                                                             ------             ------
                                                       Total $0.036       Total $0.961
<PAGE>
                                                         Cumulative total return as of 6/30/96:  +14.67%***
</TABLE>


<TABLE>
Performance
Summary--
Class C Shares
<CAPTION>
                                 Net Asset Value          Capital Gains        Dividends
Period Covered              Beginning          Ending      Distributed           Paid*          % Change***
<S>                          <C>              <C>            <C>                <C>              <C>
10/21/94--12/31/94           $ 9.88           $ 9.69           --               $0.097           - 0.94%
1995                           9.69            10.62         $0.036              0.580           +16.33
1/01/96--6/30/96              10.62            10.40           --                0.214           + 0.02
                                                             ------             ------
                                                       Total $0.036       Total $0.891

                                                         Cumulative total return as of 6/30/96:  +15.26%***
</TABLE>


<TABLE>
Performance
Summary--
Class D Shares
<CAPTION>
                                 Net Asset Value          Capital Gains        Dividends
Period Covered              Beginning          Ending      Distributed           Paid*          % Change**
<S>                          <C>              <C>            <C>                <C>              <C>
10/21/94--12/31/94           $ 9.88           $ 9.69           --               $0.108           - 0.83%
1995                           9.69            10.62         $0.036              0.637           +16.97
1/01/96--6/30/96              10.62            10.40           --                0.241           + 0.29
                                                             ------             ------
                                                       Total $0.036       Total $0.986

                                                         Cumulative total return as of 6/30/96:  +16.33%**

<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.
</TABLE>
<PAGE>


<TABLE>
SCHEDULE OF INVESTMENTS                                                                                        (in US dollars)
<CAPTION>
                                    Shares                                                                  Value   Percent of
COUNTRY      Industries              Held                      Common Stocks               Cost           (Note 1a) Net Assets
<S>          <S>                   <C>       <S>                                        <C>              <C>          <C>        
Argentina    Banking                  690    Banco Frances del Rio de la Plata
                                             S.A. (ADR)*                                $    18,594      $    19,838    0.1%

             Petroleum              1,500    Yacimientos Petroliferos Fiscales
                                             S.A. (Class D)(Sponsored) (ADR)*                32,550           33,750    0.3

                                             Total Common Stocks in Argentina                51,144           53,588    0.4


Brazil       Beverages             50,000    Companhia Cervejaria Brahma S.A.
                                             PN (Preferred)                                  28,674           29,831    0.2

             Telecommunications       500    Telecomunicacoes Brasileiras S.A.--
                                             Telebras (ADR)*                                 26,746           34,813    0.3

                                             Total Common Stocks in Brazil                   55,420           64,644    0.5


Canada       Automotive &             700    Magna International Inc. (Class A)              31,704           32,200    0.2
             Equipment

             Mining                   480    Potash Corp. of Saskatchewan, Inc.              30,663           31,800    0.2

             Multi-Industry         1,500    Canadian Pacific, Ltd.                          26,323           33,000    0.3

             Telecommunications       500    Northern Telecommunications Ltd.                17,405           27,188    0.2
             Equipment
                                             Total Common Stocks in Canada                  106,095          124,188    0.9


Finland      Telecommunications     1,200    Nokia Corp. (Sponsored)(ADR)*                   43,420           44,400    0.3
             Equipment
                                             Total Common Stocks in Finland                  43,420           44,400    0.3
</TABLE>

<PAGE>
<TABLE>
SCHEDULE OF INVESTMENTS (continued)                                                                              (in US dollars)
<CAPTION>
                                    Shares                                                                  Value   Percent of
COUNTRY      Industries              Held                      Common Stocks               Cost           (Note 1a) Net Assets
<S>          <S>                   <C>       <S>                                        <C>              <C>          <C>
France       Iron & Steel           1,200    Usinor-Sacilor S.A.                        $    19,139      $    17,318    0.1%

             Tires & Rubber           800    Michelin (C.G.D.E.) S.A. (Class B)              34,759           39,121    0.3

                                             Total Common Stocks in France                   53,898           56,439    0.4


Germany      Chemicals                 75    Henkel KGaA (Preferred)                         32,022           32,396    0.2

             Electronics              500    Siemens AG                                      22,176           26,726    0.2

             Industrial Components    400    SGL Carbon AG (ADR)* (b)                        13,572           15,300    0.1

             Machinery & Equipment     70    Mannesmann AG                                   19,573           24,208    0.2

                                             Total Common Stocks in Germany                  87,343           98,630    0.7


Hong Kong    Banking                1,600    HSBC Holdings PLC                               24,990           24,184    0.2

             Telecommunications     2,000    Hong Kong Telecommunications Ltd. (ADR)*        35,697           36,000    0.3

                                             Total Common Stocks in Hong Kong                60,687           60,184    0.5


Indonesia    Telecommunications     1,020    P.T. Indonesian Satellite Corp. (ADR)*          37,802           34,170    0.3

                                             Total Common Stocks in Indonesia                37,802           34,170    0.3


Italy        Telecommunications     9,500    Societa Finanziara Telefonica
                                             S.p.A. (STET)                                   27,872           32,138    0.2

                                             Total Common Stocks in Italy                    27,872           32,138    0.2


Japan        Building &             4,000    Maeda Corp.                                     42,636           39,803    0.3
             Construction           4,000    Okumura Corp.                                   35,729           33,449    0.2
                                                                                        -----------      -----------  ------
                                                                                             78,365           73,252    0.5

             Capital Goods          3,000    Mitsubishi Heavy Industries, Inc.               24,018           26,100    0.2

             Electrical Equipment   5,000    Mitsubishi Electric Co.                         35,451           34,873    0.3

             Electronics            1,000    Canon, Inc.                                     19,005           20,814    0.1
                                    2,000    Matsushita Electric Industrial Co., Ltd.        32,955           37,247    0.3
                                                                                        -----------      -----------  ------
                                                                                             51,960           58,061    0.4
<PAGE>
             Financial Services     1,000    Nomura Securities Co., Ltd.                     22,237           19,536    0.1

             Insurance              3,000    Tokio Marine & Fire Insurance Co., Ltd.         36,975           39,985    0.3

             Pharmaceuticals        1,050    Eisai Co., Ltd.                                 18,533           19,842    0.2

             Textiles               5,000    Toray Industries Ltd.                           34,821           34,508    0.3

             Warehouse & Storage    3,000    Mitsui-Soko Co., Ltd.                           25,215           27,113    0.2

                                             Total Common Stocks in Japan                   327,575          333,270    2.5


Mexico       Beverages              1,000    Panamerican Beverages, Inc. (Class A)           39,899           44,750    0.4

             Conglomerates          2,100  ++Grupo Carso, S.A. de C.V.
                                             (Sponsored)(ADR)* (b)                           33,457           29,400    0.2

             Household &            1,200    Kimberly-Clark de Mexico, S.A. de C.V.
             Personal Care                   (ADR)*                                          43,130           42,900    0.3
             Products


                                             Total Common Stocks in Mexico                  116,486          117,050    0.9


Netherlands  Petroleum                200    Royal Dutch Petroleum Co. (NY
                                             Registered Shares)                              26,802           30,750    0.2

                                             Total Common Stocks in the Netherlands          26,802           30,750    0.2


Philippines  Beverages              8,750    San Miguel Corp. (Class B)                      29,384           30,282    0.2

                                             Total Common Stocks in the Philippines          29,384           30,282    0.2


South Korea  Engineering &            700  ++Hyundai Engineering & Construction
             Construction                    Co., Ltd. (GDR)**                                9,121            8,750    0.1


                                             Total Common Stocks in South Korea               9,121            8,750    0.1

<PAGE>
Spain        Petroleum              1,100    Repsol S.A. (ADR)*                              38,221           38,225    0.3

                                             Total Common Stocks in Spain                    38,221           38,225    0.3


Sweden       Banking                2,100    Sparbanken Sverige AB (Class A)                 26,415           27,191    0.2

             Healthcare             2,300    Bure Investment AB                              19,273           21,123    0.2

                                             Total Common Stocks in Sweden                   45,688           48,314    0.4


Switzerland  Electrical Equipment      25    BBC Brown Boveri & Cie (Bearer)                 22,679           30,935    0.2

             Pharmaceuticals          500    Sandoz AG (ADR)*                                21,705           28,500    0.2

                                             Total Common Stocks in Switzerland              44,384           59,435    0.4


United       Chemicals                800    Imperial Chemical Industries PLC (ADR)*         43,560           39,300    0.3
Kingdom
             Electrical Equipment   5,000    General Electric Co. PLC (Ordinary)             22,639           26,902    0.2

                                             Total Common Stocks in the
                                             United Kingdom                                  66,199           66,202    0.5


United       Aerospace                500    Boeing Co.                                      39,122           43,563    0.3
States                                500    Northrop Grumman Corp.                          32,683           34,063    0.3
                                      500    United Technologies Corp.                       31,448           57,500    0.4
                                                                                        -----------      -----------  ------
                                                                                            103,253          135,126    1.0

             Airlines                 390    Delta Air Lines, Inc.                           30,823           32,370    0.2

             Automobile               860    Ford Motor Co.                                  23,041           27,843    0.2
                                      600    General Motors Corp.                            33,865           31,425    0.2
                                                                                        -----------      -----------  ------
                                                                                             56,906           59,268    0.4

             Banking                  600    Bank of New York, Inc.                          29,540           30,750    0.2
                                      300    Citicorp                                        21,838           24,788    0.2
                                                                                        -----------      -----------  ------
                                                                                             51,378           55,538    0.4

             Beverages              1,080    The Coca-Cola Co.                               51,590           52,785    0.4

             Building Products      1,000    American Standard Companies, Inc.(b)            32,639           33,000    0.2

             Chemicals             12,000    PPG Industries, Inc.                           595,644          585,000    4.4
<PAGE>
             Computer Services        300    Electronic Data Systems Corp.                   15,424           16,125    0.1
                                      580    International Business Machines Corp.           60,916           57,420    0.4
                                                                                        -----------      -----------  ------
                                                                                             76,340           73,545    0.5

             Computer Software        570    cisco Systems, Inc.                             26,449           32,276    0.2
                                      765    First Data Corp.                                56,346           60,913    0.4
                                      185    Microsoft Corp. (b)                             20,731           22,200    0.2
                                    1,252    Oracle Corp. (a)                                41,831           49,298    0.4
                                                                                        -----------      -----------  ------
                                                                                            145,357          164,687    1.2

             Electrical Equipment     575    General Electric Co.                            44,480           49,738    0.4

             Electronics              700    Corning, Inc.                                   19,598           26,863    0.2
                                      425    Intel Corp.                                     27,390           31,184    0.2
                                    1,600    Lexmark International Group, Inc.
                                             (Class A) (b)                                   34,249           32,200    0.3
                                      200    Sun Microsystems, Inc.                          12,612           11,750    0.1
                                                                                        -----------      -----------  ------
                                                                                             93,849          101,997    0.8
</TABLE>


<TABLE>
SCHEDULE OF INVESTMENTS (concluded)                                                                            (in US dollars)
<CAPTION>
                                    Shares                                                                  Value   Percent of
COUNTRY      Industries              Held                      Common Stocks               Cost           (Note 1a) Net Assets
<S>          <S>                   <C>       <S>                                        <C>              <C>          <C>
United       Engineering &            900    Foster Wheeler Corp.                       $    39,684      $    40,387    0.3%
States       Construction
(concluded)
             Entertainment            750    Viacom, Inc. (Class B) (b)                      31,423           29,156    0.2

             Environmental Control  1,900    Wheelabrator Technologies Inc.                  31,172           28,975    0.2
             Systems

             Financial Services       675    American Express Company                        31,449           30,122    0.3
                                      100    Associates First Capital Corp. (b)               2,900            3,762    0.0
                                                                                        -----------      -----------  ------
                                                                                             34,349           33,884    0.3

             Hardware Products      1,600    The Stanley Works Co.                           31,572           47,600    0.4

             Healthcare               900    Baxter International Inc.                       42,260           42,525    0.3
                                      500    Humana, Inc. (b)                                12,660            8,937    0.1
                                                                                        -----------      -----------  ------
                                                                                             54,920           51,462    0.4

             Household Products       650    Procter & Gamble Co.                            56,634           58,906    0.4
<PAGE>
             Insurance                700    Aetna Life & Casualty Co.                       52,079           50,050    0.4
                                      800    Allstate Corp.                                  32,201           36,500    0.3
                                                                                        -----------      -----------  ------
                                                                                             84,280           86,550    0.7

             Leisure                2,450    Carnival Corp. (Class A)                        70,113           70,744    0.5

             Machine Tools          1,400    Cincinnati Milacron, Inc.                       35,046           33,600    0.3

             Machinery & Equipment    700    Deere & Co.                                     29,526           28,000    0.2

             Merchandising          1,000    AutoZone, Inc. (b)                              35,000           34,750    0.3
                                    2,000    The Limited, Inc.                               44,594           43,000    0.3
                                                                                        -----------      -----------  ------
                                                                                             79,594           77,750    0.6

             Natural Gas            1,000    Enron Corp.                                     38,384           40,875    0.3

             Oil Service            1,500    Dresser Industries, Inc.                        30,407           44,250    0.3
                                      600    Schlumberger Ltd.                               33,232           50,550    0.4
                                                                                        -----------      -----------  ------
                                                                                             63,639           94,800    0.7

             Petroleum                700    Pennzoil Co.                                    29,082           32,375    0.2
                                      400    Unocal Corp.                                    13,395           13,500    0.1
                                                                                        -----------      -----------  ------
                                                                                             42,477           45,875    0.3

             Pharmaceuticals          900    Abbott Laboratories                             29,082           39,150    0.3
                                      900    Merck & Co., Inc.                               30,882           58,162    0.4
                                                                                        -----------      -----------  ------
                                                                                             59,964           97,312    0.7

             Photography              600    Eastman Kodak Co.                               28,913           46,650    0.4

             Railroads                600    Conrail, Inc.                                   42,554           39,825    0.3

             Real Estate & Real       700    Spieker Properties, Inc.                        17,850           19,075    0.1
             Estate Investment 
             Trusts

             Retail                 1,060    Sears, Roebuck & Co.                            47,686           51,542    0.4

             Scientific Equipment   1,000    Fisher Scientific International, Inc.           30,407           37,500    0.3

             Steel                    800    AK Steel Holding Corp.                          33,225           31,300    0.2

             Telecommunications       400    AT&T Corp.                                      21,682           24,800    0.2
                                      600    Bell Atlantic Corporation                       30,590           38,250    0.3
                                                                                        -----------      -----------  ------
                                                                                             52,272           63,050    0.5
<PAGE>
             Telecommunications     1,000    Lucent Technologies, Inc.                       27,000           37,875    0.3
             Equipment

             Tobacco                  600    Philip Morris Companies, Inc.                   56,750           62,400    0.5

                                             Total Common Stocks in the
                                             United States                                2,401,693        2,598,147   19.4

                                             Total Investments in Common Stocks           3,629,234        3,898,806   29.1

<CAPTION>
                                    Face
                                   Amount                  Fixed-Income Securities
<S>                        <S>    <S>        <S>                                            <C>              <C>
Germany                    DM     500,000    Bundes Obligations, 5.875% due 5/15/2000       336,900          336,391    2.5

                                             Total Fixed-Income Securities in Germany       336,900          336,391    2.5


Italy                                        Buoni Poliennali del Tesoro (Italian
                                             Government Bonds):
                          Lit 700,000,000       9.50% due 2/01/1999                         447,659          469,547    3.5
                              700,000,000       9.50% due 2/01/2001                         441,777          471,970    3.5

                                             Total Fixed-Income Securities in Italy         889,436          941,517    7.0


Spain                                        Government of Spain:
                          Pta  25,000,000      7.40% due 7/30/1999                          193,629          193,720    1.4
                               25,000,000      8.40% due 4/30/2001                          194,772          197,592    1.5

                                             Total Fixed-Income Securities in Spain         388,401          391,312    2.9


Sweden                                       Government of Sweden:
                          Skr   1,000,000      11% due 1/21/1999                            163,988          165,778    1.2
                                1,000,000      10.25% due 5/05/2000                         163,574          166,320    1.3

                                             Total Fixed-Income Securities in Sweden        327,562          332,098    2.5


United                    US$     325,000    US Treasury Bond, 6.875% due 8/15/2025         317,738          321,698    2.4
States                                       US Treasury Notes:
                                3,200,000      5.75% due 10/31/1997                       3,188,500        3,192,000   23.8
                                3,400,000      5% due 1/31/1998                           3,373,594        3,346,858   25.0

                                             Total Fixed-Income Securities in the
                                             United States                                6,879,832        6,860,556   51.2
<PAGE>
                                             Total Fixed-Income Securities                8,822,131        8,861,874   66.1

                                             Short-Term Securities


United       Commercial Paper***  545,000    General Electric Capital Corp., 5.56%
States                                       due 7/01/1996                                  545,000          545,000    4.1

                                             Total Investments in Short-Term
                                             Securities                                     545,000          545,000    4.1

             Total Investments                                                          $12,996,365       13,305,680   99.3
                                                                                        ===========
             Other Assets Less Liabilities                                                                    92,647    0.7
                                                                                                         -----------  ------
             Net Assets                                                                                  $13,398,327  100.0%
                                                                                                         ===========  ======

<FN>
            *American Depositary Receipts (ADR).
           **Global Depositary Receipts (GDR).
          ***Commercial Paper is traded on a discount basis; the interest rate
             shown is the discount rate paid at the time of purchase by the Fund.
          (a)Formerly Oracle Systems Corp.
          (b)Non-income producing security.
           ++Restricted securities as to resale. The value of the Fund's
             investments in restricted securities was approximately $38,000,
             representing 0.3% of net assets.

<CAPTION>
                                                              Acquisition                     Value
             Issue                                               Date           Cost        (Note 1a)
             <S>                                               <C>            <C>            <C>
             Grupo Carso, S.A. de C.V. (Sponsored) (ADR)       4/01/96        $33,457        $29,400
             Hyundai Engineering &
             Construction Co., Ltd. (GDR)                      3/19/96          9,121          8,750

             Total                                                            $42,578        $38,150
                                                                              =======        =======
</TABLE>



<TABLE>
STATEMENT OF ASSETS AND LIABILITIES
<PAGE>
                    As of June 30, 1996
<S>                 <S>                                                                     <C>              <C>
Assets:             Investments, at value (identified cost--$12,996,365) (Note 1a)                           $13,305,680
                    Cash                                                                                          16,836
                    Foreign cash (Note 1d)                                                                        37,169
                    Receivables:
                      Interest                                                              $   170,517
                      Securities sold                                                           104,139
                      Capital shares sold                                                        39,643
                      Dividends                                                                   7,674
                      Forward foreign exchange contracts (Note 1c)                                7,168          329,141
                                                                                            -----------
                    Deferred organization expenses (Note 1g).                                                     81,380
                    Prepaid registration fees and other assets (Note 1g)                                         143,466
                                                                                                             -----------
                    Total assets                                                                              13,913,672
                                                                                                             -----------

Liabilities:        Payables:
                      Securities purchased                                                      397,070
                      Capital shares redeemed                                                    30,233
                      Dividends to shareholders (Note 1h)                                         9,862
                      Distributor (Note 2)                                                        5,292
                      Forward foreign exchange contracts (Note 1c)                                3,173          445,630
                                                                                            -----------
                    Accrued expenses and other liabilities                                                        69,715
                                                                                                             -----------
                    Total liabilities                                                                            515,345
                                                                                                             -----------

Net Assets:         Net assets                                                                               $13,398,327
                                                                                                             ===========

Net Assets          Class A Shares of Common Stock, $0.10 par value, 100,000,000
Consist of:         shares authorized                                                                        $    35,968
                    Class B Shares of Common Stock, $0.10 par value, 100,000,000
                    shares authorized                                                                             81,831
                    Class C Shares of Common Stock, $0.10 par value, 100,000,000
                    shares authorized                                                                              3,713
                    Class D Shares of Common Stock, $0.10 par value, 100,000,000
                    shares authorized                                                                              7,325
                    Paid-in capital in excess of par                                                          12,806,371
                    Undistributed realized capital gains on investments and foreign
                    currency transactions--net                                                                   153,864
                    Unrealized appreciation on investments and foreign currency
                    transactions--net                                                                            309,255
                                                                                                             -----------
                    Net assets                                                                               $13,398,327
                                                                                                             ===========
<PAGE>
Net Asset Value:    Class A--Based on net assets of $3,739,927 and 359,675 shares
                             outstanding                                                                     $     10.40
                                                                                                             ===========
                    Class B--Based on net assets of $8,510,538 and 818,312 shares
                             outstanding                                                                     $     10.40
                                                                                                             ===========
                    Class C--Based on net assets of $386,163 and 37,134 shares
                             outstanding                                                                     $     10.40
                                                                                                             ===========
                    Class D--Based on net assets of $761,699 and 73,246 shares
                             outstanding                                                                     $     10.40
                                                                                                             ===========

                    See Notes to Financial Statements.
</TABLE>


<TABLE>
STATEMENT OF OPERATIONS

                    For the Six Months Ended June 30, 1996
<S>                 <S>                                                                     <C>              <C>
Investment          Interest and discount earned (net of $3,018 foreign witholding tax)                      $   324,222
Income              Dividends (net of $1,494 foreign witholding tax)                                              22,953
(Notes 1e & 1f):                                                                                             -----------
                    Total income                                                                                 347,175
                                                                                                             -----------

Expenses:           Investment advisory fees (Note 2)                                       $    51,384
                    Printing and shareholder reports                                             40,343
                    Account maintenance and distribution fees--Class B (Note 2)                  33,086
                    Professional fees                                                            25,429
                    Registration fees (Note 1g)                                                  24,372
                    Accounting services (Note 2)                                                 21,696
                    Transfer agent fees--Class B (Note 2)                                        15,913
                    Amortization of organization expenses (Note 1g)                              10,823
                    Custodian fees                                                                8,897
                    Transfer agent fees--Class A (Note 2)                                         6,321
                    Directors' fees and expenses                                                  6,067
                    Account maintenance and distribution fees--Class C (Note 2)                   1,585
                    Transfer agent fees--Class D (Note 2)                                         1,362
                    Account maintenance fees--Class D (Note 2)                                      994
                    Pricing fees                                                                    869
                    Transfer agent fees--Class C (Note 2)                                           725
                    Other                                                                         7,618
                                                                                            -----------
                    Total expenses before reimbursements                                        257,484
                    Reimbursement of expenses (Note 2)                                         (221,819)
                                                                                            -----------
                    Total expenses after reimbursement                                                            35,665
                                                                                                             -----------
                    Investment income--net                                                                       311,510
                                                                                                             -----------
<PAGE>
Realized &          Realized gain from:
Unrealized Gain       Investments--net                                                          257,083
(Loss) on             Foreign currency transactions--net                                         18,577          275,660
Investments &                                                                               -----------
Foreign Currency    Change in unrealized appreciation/depreciation on:
Transactions--Net     Investments--net                                                         (529,650)
(Notes 1c, 1d,        Foreign currency transactions--net                                        (38,315)        (567,965)
1f & 3):                                                                                    -----------      -----------
                    Net realized and unrealized loss on investments and foreign
                    currency transactions                                                                       (292,305)
                                                                                                             -----------
                    Net Increase in Net Assets Resulting from Operations                                     $    19,205
                                                                                                             ===========

                    See Notes to Financial Statements.
</TABLE>


<TABLE>
STATEMENTS OF CHANGES IN NET ASSETS
<CAPTION>
                                                                                              For the           For the
                                                                                             Six Months           Year
                                                                                                Ended             Ended
                                                                                               June 30,         Dec. 31,
                    Increase (Decrease) in Net Assets:                                           1996             1995
<S>                 <S>                                                                     <C>              <C>
Operations:         Investment income--net                                                  $   311,510      $   556,494
                    Realized gain on investments and foreign currency transactions
                    --net                                                                       275,660           16,659
                    Change in unrealized appreciation/depreciation on investments
                    and foreign currency transactions--net                                     (567,965)       1,087,284
                                                                                            -----------      -----------
                    Net increase in net assets resulting from operations                         19,205        1,660,437
                                                                                            -----------      -----------

Dividends &         Investment income--net:
Distributions to      Class A                                                                   (93,453)         (83,814)
Shareholders          Class B                                                                  (190,798)        (424,788)
(Note 1h):            Class C                                                                    (8,468)         (16,003)
                      Class D                                                                   (19,138)         (31,889)
                    Realized gain on investments--net:
                      Class A                                                                        --           (4,541)
                      Class B                                                                        --          (10,847)
                      Class C                                                                        --             (494)
                      Class D                                                                        --             (899)
                    In excess of realized gain on investments--net:
                      Class A                                                                        --          (32,862)
                      Class B                                                                        --          (78,505)
                      Class C                                                                        --           (3,574)
                      Class D                                                                        --           (6,508)
                                                                                            -----------      -----------
                    Net decrease in net assets resulting from dividends and
                    distributions to shareholders                                              (311,857)        (694,724)
                                                                                            -----------      -----------
<PAGE>
Capital Share       Net increase (decrease) in net assets derived from capital
Transactions        share transactions                                                         (606,301)       5,170,953
(Note 4):                                                                                   -----------      -----------

Net Assets:         Total increase (decrease) in net assets                                    (898,953)       6,136,666
                    Beginning of period                                                      14,297,280        8,160,614
                                                                                            -----------      -----------
                    End of period                                                           $13,398,327      $14,297,280
                                                                                            ===========      ===========

                    See Notes to Financial Statements.
</TABLE>

<PAGE>
<TABLE>
FINANCIAL HIGHLIGHTS
<CAPTION>
                                                                       Class A                        Class B

                    The following per share data and        For the              For the   For the              For the
                    ratios have been derived from             Six      For the    Period     Six     For the    Period
                    information provided in the              Months      Year    Sept. 2,   Months    Year      Sept. 2,
                    financial statements.                    Ended      Ended   1994++ to   Ended     Ended    1994++ to
                                                            June 30,   Dec. 31,  Dec. 31,  June 30,  Dec. 31,   Dec. 31,
                    Increase (Decrease) in Net Asset Value:   1996       1995      1994      1996      1995       1994
<S>                 <S>                                     <C>        <C>        <C>       <C>       <C>        <C>      
Per Share           Net asset value, beginning of period    $ 10.62    $  9.68    $ 10.00   $ 10.62   $  9.68    $ 10.00
Operating                                                   -------    -------    -------   -------   -------    -------
Performance:        Investment income--net                      .26        .60        .18       .22       .51        .16
                    Realized and unrealized gain (loss)
                    on investments and foreign currency
                    transactions--net                          (.22)      1.04       (.32)     (.22)     1.04       (.32)
                                                            -------    -------    -------   -------   -------    -------
                    Total from investment operations            .04       1.64       (.14)       --      1.55       (.16)
                                                            -------    -------    -------   -------   -------    -------
                    Less dividends and distributions:
                      Investment income--net                   (.26)      (.60)      (.18)     (.22)     (.51)      (.16)
                      Realized gain on investments--net          --       (.01)        --        --      (.01)        --
                      In excess of realized gain on
                      investments--net                           --       (.09)        --        --      (.09)        --
                                                            -------    -------    -------   -------   -------    -------
                    Total dividends and distributions          (.26)      (.70)      (.18)     (.22)     (.61)      (.16)
                                                            -------    -------    -------   -------   -------    -------
                    Net asset value, end of period          $ 10.40    $ 10.62    $  9.68   $ 10.40   $ 10.62    $  9.68
                                                            =======    =======    =======   =======   =======    =======
<PAGE>
Total Investment    Based on net asset value per share         .41%+++  17.38%     (1.37%)+++  .04%+++ 16.51%     (1.62%)+++
Return:**                                                   =======    =======    =======   =======   =======    =======

Ratios to           Expenses, net of reimbursement             .00%*      .00%       .00%*     .75%*     .75%       .75%*
Average Net                                                 =======    =======    =======   =======   =======    =======
Assets:             Expenses                                  3.22%*     5.12%      5.20%*    3.98%*    5.94%      6.04%*
                                                            =======    =======    =======   =======   =======    =======
                    Investment income--net                    5.05%*     5.78%      5.64%*    4.31%*    5.06%      4.86%*
                                                            =======    =======    =======   =======   =======    =======

Supplemental        Net assets, end of period
Data:               (in thousands)                          $ 3,740    $ 3,872    $ 1,147   $ 8,510   $ 9,236    $ 6,797
                                                            =======    =======    =======   =======   =======    =======
                    Portfolio turnover                      176.25%     46.75%       .83%   176.25%    46.75%       .83%
                                                            =======    =======    =======   =======   =======    =======
                    Average commission rate paid++++        $ .0414         --         --   $ .0414        --         --
                                                            =======    =======    =======   =======   =======    =======
<PAGE>
                <FN>
                   *Annualized.
                  **Total investment returns exclude the effect of sales loads.
                  ++Commencement of Operations.
                ++++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.
                 +++Aggregate total investment return.

                    See Notes to Financial Statements.
</TABLE>

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

                    The following per share data and       For the              For the    For the              For the
                    ratios have been derived from             Six     For the    Period      Six     For the    Period
                    information provided in the              Months     Year     Oct. 21,   Months     Year     Oct.21,
                    financial statements.                    Ended      Ended   1994++ to   Ended     Ended    1994++ to
                                                            June 30,   Dec. 31,  Dec. 31,  June 30,  Dec. 31,   Dec. 31,
                    Increase (Decrease) in Net Asset Value:   1996       1995      1994      1996      1995       1994
<S>                 <S>                                     <C>        <C>        <C>       <C>       <C>        <C>
Per Share           Net asset value, beginning of period    $ 10.62    $  9.69    $  9.88   $ 10.62   $  9.69    $  9.88
Operating                                                   -------    -------    -------   -------   -------    -------
Performance:        Investment income--net                      .22        .52        .10       .25       .57        .11
                    Realized and unrealized gain (loss)
                    on investments and foreign currency
                    transactions--net                          (.22)      1.03       (.19)     (.22)     1.03       (.19)
                                                            -------    -------    -------   -------   -------    -------
                    Total from investment operations             --       1.55       (.09)      .03      1.60       (.08)
                                                            -------    -------    -------   -------   -------    -------
                    Less dividends and distributions:
                      Investment income--net                   (.22)      (.52)      (.10)     (.25)     (.57)      (.11)
                      Realized gain on investments--net          --       (.01)        --        --      (.01)        --
                      In excess of realized gain on
                      investments--net                           --       (.09)        --        --      (.09)        --
                                                            -------    -------    -------   -------   -------    -------
                    Total dividends and distributions          (.22)      (.62)      (.10)     (.25)     (.67)      (.11)
                                                            -------    -------    -------   -------   -------    -------
                    Net asset value, end of period          $ 10.40    $ 10.62    $  9.69   $ 10.40   $ 10.62    $  9.69
                                                            =======    =======    =======   =======   =======    =======

Total Investment    Based on net asset value per share         .02%+++  16.33%      (.94%)+++  .29%+++ 16.97%      (.83%)+++
Return:**                                                   =======    =======    =======   =======   =======    =======
<PAGE>
Ratios to           Expenses, net of reimbursement             .80%*      .80%       .80%*     .25%*      .25%      .25%*
Average Net                                                 =======    =======    =======   =======   =======    =======
Assets:             Expenses                                  4.04%*     6.02%      5.75%*    3.47%*    5.44%      5.14%*
                                                            =======    =======    =======   =======   =======    =======
                    Investment income--net                    4.26%*     4.99%      5.19%*    4.80%*    5.53%      5.70%*
                                                            =======    =======    =======   =======   =======    =======

Supplemental        Net assets, end of period
Data:               (in thousands)                          $   386    $   418    $   154   $   762   $   771    $    63
                                                            =======    =======    =======   =======   =======    =======
                    Portfolio turnover                      176.25%     46.75%       .83%   176.25%    46.75%       .83%
                                                            =======    =======    =======   =======   =======    =======
                    Average commission rate paid++++        $ .0414         --         --   $ .0414        --         --
                                                            =======    =======    =======   =======   =======    =======

                <FN>
                   *Annualized.
                  **Total investment returns exclude the effect of sales loads.
                  ++Commencement of Operations.
                ++++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.
                 +++Aggregate total investment return.

                    See Notes to Financial Statements.
</TABLE>



NOTES TO FINANCIAL STATEMENTS


1. Significant Accounting Policies:
Merrill Lynch Asset Income Fund, Inc. (the "Fund") is registered under
the Investment Company Act of 1940 as a non-diversified, open-end
management investment company. These unaudited financial statements
reflect all adjustments which are, in the opinion of management,
necessary to a fair statement of the results for the interim period
presented. All such adjustments are of a normal recurring nature. 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
quotations are not available are valued at 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.

* 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.
<PAGE>
* 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.


NOTES TO FINANCIAL STATEMENTS (continued)


* 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 write covered call options and
purchase 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 market 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
transaction exceeds the premium paid or received).

Written and purchased options are non-income producing investments.

(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 dates 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 from net investment income
are declared daily and paid monthly. Distributions of capital gains
are recorded on the ex-dividend dates. Distributions in excess of
realized capital gains are due primarily to differing tax treatments
for futures transactions and post-October losses.

2. Investment Advisory Agreement and Transactions with
Affiliates:
The Fund has entered into an Investment Advisory Agreement with
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.

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 0.75%, on an annual basis, of
the average daily value of the Fund's net assets. 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. For the six months ended June 30, 1996,
MLAM earned fees of $51,384, all of which were waived. MLAM also
reimbursed the Fund for additional expenses of $170,435.
<PAGE>
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%          0.50%
Class C                                 0.25%          0.55%
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.

For the period 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                                   $ 4           $ 48
Class D                                   $11           $113

For the six months ended June 30, 1996, MLPF&S received contingent
deferred sales charges of $10,711 and $292 relating to transactions in
Class B and Class C Shares, respectively.

In addition, MLPF&S received $420 in commissions on the execution of
portfolio security transactions for the Fund for the period 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.

During the six months ended June 30, 1996, the Fund paid Merrill Lynch
Security Pricing Service, an affiliate of MLPF&S, $74 for security
price quotations to compute the net asset value of the Fund.
<PAGE>
Certain officers and/or directors of the Fund are officers and/or
directors of MLAM, PSI, MLPF&S, MLFDS, MLFD, and/or ML & Co.

3. Investments:
Purchases and sales of investments, excluding short-term securities,
for the six months ended June 30, 1996 were $22,088,670 and
$20,175,165, respectively.

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

                                    Realized      Unrealized
                                 Gains (Losses) Gains (Losses)

Long-term investments               $ 257,372      $ 309,315
Short-term investments                   (289)            --
Forward foreign exchange contracts     48,271             --
Foreign currency transactions         (29,694)           (60)
                                    ---------      ---------
Total                               $ 275,660      $ 309,255
                                    =========      =========

As of June 30, 1996, net unrealized appreciation for Federal income
tax purposes aggregated $309,315, of which $400,945 related to
appreciated securities and $91,630 related to depreciated securities.
At June 30, 1996, the aggregate cost of investments for Federal income
tax purposes was $12,996,365.

4. Capital Share Transactions:
Net increase (decrease) in net assets derived from capital share
transactions was $(606,301) for the six months ended June 30, 1996 and
$5,170,953 for the year ended December 31, 1995.

Transactions in capital shares for each class were as follows:

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

Shares sold                            80,213      $ 837,990
Shares issued to shareholders in
reinvestment of dividends               4,247         44,075
                                    ---------      ---------
Total issued                           84,460        882,065
Shares redeemed                       (89,522)      (934,945)
                                    ---------      ---------
Net decrease                           (5,062)     $ (52,880)
                                    =========      =========


NOTES TO FINANCIAL STATEMENTS (concluded)


Class A Shares for the Year Ended                   Dollar
December 31, 1995                     Shares        Amount

Shares sold                           472,669     $4,997,372
Shares issued to shareholders
in reinvestment of dividends
and distributions                       7,443         79,751
                                    ---------     ----------
Total issued                          480,112      5,077,123
Shares redeemed                      (233,839)    (2,476,825)
                                    ---------     ----------
Net increase                          246,273     $2,600,298
                                    =========     ==========

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

Shares sold                            98,933     $1,037,235
Shares issued to shareholders
in reinvestment of dividends            6,488         67,204
                                    ---------     ----------
Total issued                          105,421      1,104,439
Shares redeemed                      (153,390)    (1,605,885)
Automatic conversion of shares         (3,440)       (35,577)
                                    ---------     ----------
Net decrease                          (51,409)    $ (537,023)
                                    =========     ==========


Class B Shares for the Year                         Dollar
Ended December 31, 1995               Shares        Amount

Shares sold                           395,975     $4,018,024
Shares issued to shareholders
in reinvestment of dividends
and distributions                      29,811        307,641
                                    ---------     ----------
Total issued                          425,786      4,325,665
Shares redeemed                      (257,918)    (2,648,106)
                                    ---------     ----------
Net increase                          167,868     $1,677,559
                                    =========     ==========


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

Shares sold                             2,541     $   26,708
Shares issued to shareholders in
reinvestment of dividends                 357          3,690
                                    ---------     ----------
Total issued                            2,898         30,398
Shares redeemed                        (5,126)       (53,719)
                                    ---------     ----------
Net decrease                           (2,228)    $  (23,321)
                                    =========     ==========


Class C Shares for the Year                         Dollar
Ended December 31, 1995               Shares        Amount

Shares sold                            44,492     $  445,570
Shares issued to shareholders
in reinvestment of dividends
and distributions                       1,385         13,383
                                    ---------     ----------
Total issued                           45,877        458,953
Shares redeemed                       (22,425)      (224,003)
                                    ---------     ----------
Net increase                           23,452     $  234,950
                                    =========     ==========

<PAGE>
Class D Shares for the Six Months                   Dollar
Ended June 30, 1996                   Shares        Amount

Shares sold                            10,780     $  123,186
Automatic conversion of shares          3,440         35,577
Shares issued to shareholders
in reinvestment of dividends            2,228         12,775
                                    ---------     ----------
Total issued                           16,448        171,538
Shares redeemed                       (15,795)      (164,615)
                                    ---------     ----------
Net increase                              653     $    6,923
                                    =========     ==========


Class D Shares for the Year                         Dollar
Ended December 31, 1995               Shares        Amount

Shares sold                            73,881     $  726,037
Shares issued to shareholders
in reinvestment of dividends
and distributions                       2,407         35,301
                                    ---------     ----------
Total issued                           76,288        761,338
Shares redeemed                       (10,134)      (103,192)
                                    ---------     ----------
Net increase                           66,154     $  658,146
                                    =========     ==========


5. Commitments:
At June 30, 1996, the Fund entered into foreign exchange contracts
under which it had agreed to sell various foreign currencies with a
value of approximately $40,000.



COMMON STOCK PORTFOLIO CHANGES


For the Quarter Ended June 30, 1996

Additions
<PAGE>
 AK Steel Holding Corp.
*Applied Materials, Inc.
 American Standard Companies, Inc.
 Associates First Capital Corp.
 AutoZone, Inc.
 Baxter International, Inc.
 Bure Investment AB
 Carnival Corp. (Class A)
 Cincinnati Milacron, Inc.
 The Coca-Cola Co.
 Companhia Cervejaria Brahma S.A.
   PN (Preferred)
 Conrail, Inc.
*Dell Computer Corp.
 Electronic Data Systems Corp.
 General Motors Corp.
 Grupo Carso, S.A. de C.V.
   (Sponsored) (ADR)
 Henkel KGaA (Preferred)
 Humana, Inc.
 Intel Corp.
 International Business Machines Corp.
 The Limited, Inc.
 Lucent Technologies, Inc.
 Microsoft Corp.
 Northrop Grumman Corp.
 PPG Industries, Inc.
 Procter & Gamble Co.
 SGL Carbon AG (ADR)
 Sparbanken Sverige AB (Class A)
 Sun Microsystems, Inc.
 Unocal Corp.
 Viacom, Inc. (Class B)


Deletions

*Applied Materials, Inc.
 Dai Nippon Printing Co., Ltd.
*Dell Computer Corp.
 Eastman Chemical Co.
 General Motors Corp. (Class E)
 Kamigumi Co., Ltd.
 National Re Corp.
 Philippine Long Distance
   Telephone Co. (ADR)
 Philips Electronics N.V.
 Singer Co.
 Sumitomo Corp.
 Texas Instruments Inc.
 Whirlpool Corporation
<PAGE>

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





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