Investment bankers have long dreamed of marrying off Mercury Asset Management, Great Britain's largest money manager, to a leading U.S. commercial bank.

And now that Mercury is about to be set free by its troubled parent - London-based S.G. Warburg - it might seem that this dream is a little closer to becoming a reality.

There are a couple of big problems that stand in the way, according to some investment bankers.

For one, Mercury - which would become a stand-alone company if Warburg shareholders approve a plan to sell off the company's 75% stake in the money manager - will be in no hurry to give up its newfound independence.

And second, Mercury's enormous size, about $94 billion million in assets under management, makes it awfully big for any bank to swallow.

"Having acquired its freedom, I doubt that Mercury will be predisposed to joining any bank or another other institution," said Mary Pat Thornton, a partner with Putnam Lovell Thornton, a New York-based boutique investment banking firm.

Indeed, Hugh Stevenson, Mercury's chairman, pledged in a statement that the directors of Mercury have "great confidence" in its future as "a fully independent company."

Investment banks in the United States think that Mercury's size may be its biggest barrier to acquisition by a bank. "It's just so big. It dwarfs the money management operations of almost every U.S. bank," said Oscar Junquera, a managing director with PaineWebber.

Added William Weaver, a managing director with Lehman Brothers in New York, "I don't see anyone in the U.S. trying to do anything that big."

Mr. Junquera holds out more hope that Mercury would considering forming a joint venture company with a leading U.S. banking company. Recently, Gartmore Capital Management, another leading British money management firm, formed a joint venture with Charlotte, N.C.-based NationsBank in a deal hailed as a model for such ventures.

"A joint venture doesn't involve the kind of risks that an acquisition does, because you don't have the sizable capital outlay," said Mr. Junquera. But he conceded that joint ventures are often difficult to put together "because you don't own all of the pieces."

Last week, Mercury's freedom was set in motion by an announcement that S.G. Warburg had agreed to sell its investment banking operations to Swiss Bank Corp. for $1.4 billion.

As a result, Warburg, as part of a plan to liquidate itself, is selling off its majority stake in Mercury to its own shareholders.

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