MERRILL LYNCH CAPITAL GROWTH FUND INC
N-8A, 1999-10-27
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                       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:  MERRILL LYNCH CAPITAL GROWTH FUND, 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:

               Terry K. Glenn
               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>   2


                                   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
26th day of October, 1999.



Signature:



               MERRILL LYNCH CAPITAL GROWTH FUND, INC.


               By: /s/ Susan Baker
                   ----------------------------
                   (Susan Baker, President)


Attest:


By:  /s/ Phillip S. Gillespie
     --------------------------------
     (Phillip S. Gillespie, Secretary)















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