MERCURY MID CAP GROWTH FUND INC
N-8A, 2000-09-13
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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:  MERCURY MID CAP 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:

             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

          Form of signatures if the Registrant is an investment company having
     Board of Directors:


          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 13th day of September, 2000.

     Signature:

                                    MERCURY MID CAP GROWTH FUND, INC.

                                    By:     /s/ Terry K. Glenn
                                       ----------------------------------------
                                        Terry K. Glenn, Director and President

     Attest:

     By:  /s/ Donald C. Burke
        ------------------------------------------------
          Donald C. Burke, Vice President and Treasurer













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