INDEPENDENT AUDITORS' REPORT
The Board of Directors and Shareholders,
Merrill Lynch Large Cap Growth Fund of
Merrill Lynch Large Cap Series Funds, Inc.:
In planning and performing our audit of the
financial statements of Merrill Lynch Large
Cap Growth Fund (the "Fund") of Merrill
Lynch Large Cap Series Funds, Inc. for the
period December 22, 1999 (commencement
of operations) to October 31, 2000 (on
which we have issued our report dated
December 8, 2000), we considered its
internal control, including control activities
for safeguarding securities, in order to
determine our auditing procedures for the
purpose of expressing our opinion on the
financial statements and to comply with the
requirements of Form N-SAR, and not to
provide assurance on the Fund's internal
control.
The management of the Fund is responsible
for establishing and maintaining internal
control. In fulfilling this responsibility,
estimates and judgments by management are
required to assess the expected benefits and
related costs of controls. Generally, controls
that are relevant to an audit pertain to the
entity's objective of preparing financial
statements for external purposes that are
fairly presented in conformity with
accounting principles generally accepted in
the United States of America. Those
controls include the safeguarding of assets
against unauthorized acquisition, use, or
disposition.
Because of inherent limitations in any
internal control, misstatements due to error
or fraud may occur and not be detected.
Also, projections of any evaluation of
internal control to future periods are subject
to the risk that the internal control may
become inadequate because of changes in
conditions, or that the degree of compliance
with policies or procedures may deteriorate.
Our consideration of the Fund's internal
control would not necessarily disclose all
matters in the internal control that might be
material weaknesses under standards
established by the American Institute of
Certified Public Accountants. A material
weakness is a condition in which the design
or operation of one or more of the internal
control components does not reduce to a
relatively low level the risk that
misstatements caused by error or fraud in
amounts that would be material in relation to
the financial statements being audited may
occur and not be detected within a timely
period by employees in the normal course of
performing their assigned functions.
However, we noted no matters involving the
Fund's internal control and its operation,
including controls for safeguarding
securities, that we consider to be material
weaknesses as defined above as of October
31, 2000.
This report is intended solely for the
information and use of management, the
Board of Directors and Shareholders of the
Fund, and the Securities and Exchange
Commission and is not intended to be and
should not be used by anyone other than
these specified parties.
Deloitte & Touche LLP
December 8, 2000
