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Exhibit 12
CERTIFICATE OF THE SOLE STOCKHOLDER OF
MERRILL LYNCH MID CAP GROWTH FUND, INC.
Fund Asset Management, L.P., the holder of shares of common stock, par
value $0.10 per share, indicated below, of Merrill Lynch Mid Cap Growth Fund,
Inc., a Maryland corporation (the "Fund"), does hereby confirm to the Fund its
representation that it purchased such shares for investment purposes, with no
present intention of redeeming or reselling any portion thereof.
Number of Number of Number of Number of
Class A Shares Class B Shares Class C Shares Class D Shares
-------------- -------------- -------------- --------------
2,500 2,500 2,500 2,500
FUND ASSET MANAGEMENT, L.P.
By: /s/ Donald C. Burke
--------------------------------
Authorized Officer
Dated September 13, 2000
