As filed with the Securities and Exchange Commission on September 29, 1999

                                          Registration No. __________


          SECURITIES AND EXCHANGE COMMISSION

                Washington, D.C.  20549

                       FORM 8-A
   FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
       PURSUANT TO SECTION 12(b) OR 12(g) OF THE
            SECURITIES EXCHANGE ACT OF 1934





            LCM INTERNET GROWTH FUND, INC.
(Exact name of registrant as specified in its charter)

         Maryland                                    39-1966806
(State of incorporation or organization)  (I.R.S. Employer Identification No.)



810 West Washington Boulevard, Chicago, Illinois         60607
(Address of principal executive offices)               (Zip Code)



Securities to be registered pursuant to Section 12(b) of the Act:

   Title of each class                Name of each exchange in which
   to be so registered                each class is to be registered
 -----------------------             ---------------------------------
    Common Stock, par                    American Stock Exchange
  value $0.01 per share



   If this Form relates to the registration of a class
of debt securities and is effective upon filing
pursuant to General Instruction A.(c)(1), please check
the following box. [ ]

   If this Form relates to the registration of a class
of debt securities and is to become effective
simultaneously with the effectiveness of a concurrent
registration statement under the Securities Act of 1933
pursuant to General Instruction A.(c)(2), please check
the following box. [ ]

   If this Form relates to the registration of a class
of securities pursuant to Section 12(b) of the Exchange
Act and is effective pursuant to General Instruction
A.(c), check the following box. [X]

   If this Form relates to the registration of a class
of securities pursuant to Section 12(g) of the Exchange
Act and is effective pursuant to General Instruction
A.(d), check the following box. [ ]

 Securities Act registration statement file number to which this form relates:

                                  333-74407
                               (if applicable)

Securities to be registered pursuant to Section 12(g) of the Act:

                                     None
                               (Title of class)



    INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 1.   Description of Registrant's Securities to be Registered.

     The description of the Registrant's securities
     to be registered is incorporated by reference
     to the description contained under the captions
     "Description of Common Stock," "Distributions;
     Distribution Reinvestment Plan" and "Anti-
     Takeover Provisions" in the Registrant's
     Registration Statement on Form N-2 (Nos. 333-
     74407; 811-9261) as filed with the Securities
     and Exchange Commission on September 29, 1999
     ("Registration Statement on Form N-2"), as the
     same may be amended.

Item 2.   Exhibits.

       The following exhibits are incorporated herein
       by reference as part of this Registration Statement:

       1.   Registrant's Registration Statement on Form N-2
            (incorporated by reference to the Registration
            Statement on Form N-2).

       2.   Specimen Stock Certificate for Registrant's Common
            Stock (incorporated by reference to Exhibit (d) to the
            Registration Statement on Form N-2).

       3.   Articles of Incorporation of Registrant
            (incorporated by reference to Exhibit (a) to the
            Registration Statement on Form N-2).

       4.   By-Laws of Registrant (incorporated by reference
            to Exhibit (b) to the Registration Statement on Form N-2).




                       SIGNATURE

     Pursuant to the requirements of Section 12 of the
Securities Exchange Act of 1934, the Registrant has
duly caused this Registration Statement to be signed on
its behalf by the undersigned, thereto duly authorized.

(Registrant)   LCM Internet Growth Fund, Inc.

Date:          August 10, 1999

By:       /s/ Michael R. Grady, Jr.
          --------------------------
          Michael R. Grady, Jr.
          President and Treasurer




            LCM Internet Growth Fund, Inc.

                Form 8-A Exhibit Index



Exhibit Number      Description

     1.   Registrant's Registration Statement on Form N-2
          (incorporated by reference to the Registration
          Statement on Form N-2).

     2.   Specimen Stock Certificate for Registrant's Common
          Stock (incorporated by reference to Exhibit (d) to the
          Registration Statement on Form N-2).

     3.   Articles of Incorporation of Registrant
          (incorporated by reference to Exhibit (a) to the
          Registration Statement on Form N-2).

     4.   By-Laws of Registrant (incorporated by reference
          to Exhibit (b) to the Registration Statement on Form N-2).