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We analyze the magnitude of degenerate two-photon gain of several quantum wells (QWs) in a resonant microcavity which is pumped off-resonantly by an optical field. A set of coupled phenomenological rate equations for electron-hole pairs and photons is derived. In the framework of this model, we make a realistic prediction of the time-integrated two-photon gain and find that a λ-cavity containing 11 QWs would give a maximal amplification of ∼2.3% for a peak intensity of ∼80 MW/cm2. A better insight into the dependence of the gain on the various physical parameters is given by an analytical formula resulting from various approximations on the rate equations.