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                    U.S. SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON D.C. 20549


                                    FORM 6-K


                        REPORT OF FOREIGN PRIVATE ISSUER
                    PURSUANT TO RULE 13A-16 OR 15D-16 UNDER
                      THE SECURITIES EXCHANGE ACT OF 1934


                          For the Month of AUGUST 2004

                          Commission File No.: 0-13966


                        MERCURY PARTNERS & COMPANY INC.
                (Translation of Registrant's name into English)


    SUITE 613, 375 WATER STREET, VANCOUVER, BRITISH COLUMBIA, CANADA V6B 5C6
                    (Address of principal executive office)


Indicate  by check mark whether the Registrant files or will file annual reports
under  cover  of  Form  20-F  or  Form  40-F.

                      [X]  Form 20-F          [ ]  Form 40-F


Indicate  by check mark if the Registrant is submitting the Form 6-K in paper as
permitted  by  Regulation  S-T  Rule  101(b)(1):
                                                -----

Indicate  by check mark if the Registrant is submitting the Form 6-K in paper as
permitted  by  Regulation  S-T  Rule  101(b)(7):
                                                -----

Indicate  by  check  mark  whether  the Registrant by furnishing the information
contained  in  this  Form  is  also  thereby  furnishing  the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

                                    Yes            No  X
                                       -----         -----


If "Yes" is marked, indicate below the file number assigned to the Registrant in
connection  with  Rule  12g3-2(b):  82-                 .
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NEWS  RELEASE  FOR  IMMEDIATE  RELEASE
- --------------------------------------

FOR:  Mercury  Partners  &  Company  Inc.  (TSX  Venture-MYP.U;  OTCBB-MYPIF)


           MERCURY PARTNERS & COMPANY INC. ANNOUNCES SPECIAL DIVIDEND
              TO ITS SHAREHOLDERS OF SHARES OF NORTH GROUP LIMITED

VANCOUVER,  Canada  /  20  August 2004 / -- Mercury Partners & Company Inc. (TSX
Venture  Exchange:  MYP.U  and  OTC  Bulletin  Board:  MYPIF) ("Mercury"), today
announced  that its board has approved a special dividend (the "Dividend") to be
distributed  to its shareholders consisting of 0.42 common shares of North Group
Limited  (TSX  Venture  Exchange:  NOR) ("North Group") for each common share of
Mercury  held  by shareholders.  Mercury currently holds 2,500,000 common shares
of  North  Group  which  represents  approximately 19.9% of the total issued and
outstanding  common  shares  of  North  Group.  Mercury  intends  to  distribute
approximately  2,492,075  common shares of North Group pursuant to the Dividend.
The  record date for the Dividend has been set at August 31, 2004.  Shareholders
holding  Mercury  common  shares  on  that  date will be entitled to receive the
Dividend.  Fractional interest will be rounded off.  For registered shareholders
with  addresses in the United States, the shares of North Group which they would
otherwise  be  entitled to will be sold on their behalf and the proceeds of such
sale  will  be  distributed  to  them  as soon as practicable after such sale is
effected.  In  the  event such shareholder is entitled to receive $10 (Canadian)
or  less,  no  distribution  will  be  made and any funds held on behalf of such
shareholders  but  not otherwise claimed within three years following the record
date  will  be  returned  to  Mercury.

Certain  statements  included herein are "forward-looking statements" as defined
by  the  Private  Securities Litigation Reform Act of 1995.  Management cautions
that forward-looking statements are not guarantees and that actual results could
differ  materially  from  those  expressed  or  implied  in  the forward-looking
statements.  Important factors that could cause the actual results of operations
or  financial  condition  of  the  Company  to  differ  include,  but  are  not
necessarily limited to, the risks and uncertainties discussed in documents filed
by  the  Company  with  the  Securities  and  Exchange  Commission.

                                     - 30 -

Contact:   Tom  S.  Kusumoto
           Mercury  Partners  &  Company  Inc.
           (604)  689-7565


           No stock exchange has approved or disapproved the information
           contained herein.





                                   SIGNATURES

Pursuant  to  the  requirements  of  the  Securities  Exchange  Act of 1934, the
Registrant  has  duly  caused  this  report  to  be  signed on its behalf by the
undersigned,  thereunto  duly  authorized.


Registrant:   MERCURY  PARTNERS  &  COMPANY  INC.
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By:           /s/ Tom S. Kusumoto
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              TOM  S.  KUSUMOTO,  PRESIDENT


Date:         August  20,  2004
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