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Exhibit 10(b)
Consent of Swidler Berlin Shereff Friedman, LLP
We hereby consent to the reference to our firm included in the
prospectus and statement of additional information of Mercury U.S. Large Cap
Fund of Mercury Funds, Inc. filed as part of Post-Effective Amendment No. 2 to
the Registration Statement (File No. 333-66481) and to the use of our opinion of
counsel, incorporated by reference to Exhibit 9 to Pre Effective Amendment No. 1
to the Registration Statement on Form N-1A (File No. 333-66481).
/s/ Swidler Berlin Shereff Friedman, LLP
Swidler Berlin Shereff Friedman, LLP
New York, New York
September 12, 2000
