MERCURY LARGE CAP SERIES FUNDS INC
N-8A, 1999-11-18
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<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION
                                Washington, D.C.

                                    FORM N-8A

                          NOTIFICATION OF REGISTRATION
                        FILED PURSUANT TO SECTION 8(a) OF
                       THE INVESTMENT COMPANY ACT OF 1940


         The undersigned investment company hereby notifies the Securities and
         Exchange Commission that it registers under and pursuant to the
         provisions of Section 8(a) of the Investment Company Act of 1940, and
         in connection with such Notification of Registration submits the
         following information:

Name:    MERCURY LARGE CAP SERIES FUNDS, INC.

Address of Principal Business Office (No. & Street, City, State, and Zip Code):

                  800 Scudders Mill Road
                  Plainsboro, New Jersey  08536

Telephone Number (including area code):     (609) 282-2000

Name and Address of Agent for Service of Process:

                  Michael J. Hennewinkel
                  800 Scudders Mill Road
                  Plainsboro, New Jersey  08536

                  Mailing Address:
                  P.O. Box 9011
                  Princeton, New Jersey  08543-9011

Check Appropriate Box:

                  Registrant is filing a Registration Statement
         pursuant to Section 8(b) of the Investment Company Act of 1940
         concurrently with the filing of Form N-8A:

                  YES [X]                 NO [_]


<PAGE>

                                   SIGNATURES


Pursuant to the requirements of the Investment Company Act of 1940, the
Registrant has caused this Notification of Registration to be duly signed on its
behalf in the Township of Plainsboro and State of New Jersey on the 18th day of
November, 1999.



Signature:

                    MERCURY LARGE CAP SERIES FUNDS, INC.



                    By:     /s/ William E. Zitelli, Jr.
                        ------------------------------------------------------
                            William E. Zitelli, Jr., Director and President





Attest:



By:  /S/ Alice A. Pellegrino
   --------------------------------------------------
     Alice A. Pellegrino, Director and Treasurer




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