AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CLASS A DISTRIBUTION PLAN OF MERCURY FUNDS, INC.

Exhibit 13(a)(1)

AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CLASS A
DISTRIBUTION PLAN OF MERCURY FUNDS, INC.

     AGREEMENT made by and between Mercury Funds, Inc. (the “Corporation”) and FAM Distributors, Inc. (“FAMD”).

     WHEREAS, the Corporation and FAMD are parties to the Amended and Restated Class A Distribution Plan dated April 6, 2000 (the “Plan”);

     WHEREAS, effective on or about May 1, 2001, the names of the Mercury Global Balanced Fund, Mercury International Fund and Mercury Pan-European Growth Fund will be changed to the ▇▇▇▇▇▇▇ ▇▇▇▇▇ Global Balanced Fund, ▇▇▇▇▇▇▇ ▇▇▇▇▇ International Fund and ▇▇▇▇▇▇▇ ▇▇▇▇▇ Pan-European Growth Fund (each, a “Fund”), respectively, and the existing Class A shares of each such Fund will be redesignated as the Class D shares;

     NOW, THEREFORE, in consideration of the premises and covenants contained herein, FAMD and the Corporation hereby agree as follows:

     All references in the Plan to Class A shares are hereby changed to Class D shares with respect to the ▇▇▇▇▇▇▇ ▇▇▇▇▇ Global Balanced Fund, ▇▇▇▇▇▇▇ ▇▇▇▇▇ International Fund and ▇▇▇▇▇▇▇ ▇▇▇▇▇ Pan-European Growth Fund.

Exhibit A is hereby amended as follows:

▇▇▇▇▇▇▇ ▇▇▇▇▇ Global Balanced Fund
▇▇▇▇▇▇▇ ▇▇▇▇▇ International Fund
▇▇▇▇▇▇▇ ▇▇▇▇▇ Pan-European Growth Fund
Mercury U.S. Small Cap Growth Fund
Mercury U.S. Large Cap Fund

     IN WITNESS WHEREOF, each of the parties has caused this instrument to be executed in its name and behalf by its duly authorized representative as of the 18th day of April, 2002.

	MERCURY FUNDS, INC.
	By:	/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
	Title:	Vice President and Treasurer
	FAM DISTRIBUTORS, INC.
	By:	/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
	Title:	Vice President