U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 24F-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2
1. Name and address of issuer: Seligman Capital Fund, Inc.
100 Park Avenue
New York, NY 10017
2. Name of each series or class of funds for which this notice is filed:
Seligman Capital Fund, Inc. - Class A
Seligman Capital Fund, Inc. - Class B
Seligman Capital Fund, Inc. - Class D
3. Investment Company Act File Number: 811-1886
Securities Act File Number: 2-33566
4. Last day of fiscal year for which this notice is filed: 12/31/96
5. Check box if this notice is being filed more than 180 days after the
close of the issuer's fiscal year for purposes of reporting securities
sold after the close of the fiscal year but before termination of the
issuer's 24f-2 declaration:
[ ]
6. Date of termination of issuer's declaration under rule 24f-2(a)(1), if
applicable:
7. Number and amount of securities of the same class or series which had
been registered under the Securities Act of 1933 other than pursuant to
rule 24f-2 in a prior fiscal year, but which remained unsold at the
beginning of the fiscal year:
8. Number and amount of securities registered during the fiscal year other
than pursuant to rule 24f-2:
9. Number and aggregate sale price of securities sold during the fiscal
year:
SHARES SALE PRICE
6,588,682 113,250,105
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Securities and Exchange Commission February 20, 1997
Division of Investment Management
-2-
10. Number and aggregate sale price of securities sold during the fiscal year in
reliance upon registration pursuant to rule 24f-2:
SHARES SALE PRICE
6,588,682 113,250,105
11. Number and aggregate sale price of securities issued during the fiscal
year in connection with dividend reinvestment plans, if applicable:
SHARES SALE PRICE
1,608,527 26,648,590
12. Calculation of registration fee:
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<CAPTION>
<S> <C>
(i) Aggregate sale price of securities sold during the fiscal year in
reliance on rule 24f-2 (from Item 10): $ 113,250,105
(ii) Aggregate price of shares issued in connection with dividend
reinvestment plans (from Item 11): + 26,648,590
(iii) Aggregate price of shares redeemed or repurchased during the fiscal year
(if applicable): - 87,779,577
(iv) Aggregate price of shares redeemed or repurchased and previously applied
as a reduction to filing fees pursuant to rule 24e-2 (if applicable): + 0
(v) Net aggregate price of securities sold and issued during the fiscal year
in reliance on rule 24f-2 { line (i), plus line (ii), less line (iii), 52,119,118
plus line (iv)}
(vi) Multiplier prescribed by Section 6(b) of the Securities Act of 1933 or
other applicable law or regulation: x 0.000345
(vii) Fee due {line (i) or line (v) multiplied by line (vi)}:
$ 17,981.10
</TABLE>
13. Check box if fees are being remitted to the Commission's lockbox
depository as described in section 3a of the Commission's Rules of
Informal and Other Procedures (17 CFR 202.3a). [ ]
Date of mailing or wire transfer of filing fees to the Commission's
lockbox depository:
February 19, 1997
SIGNATURES
This report has been signed below by the following persons on behalf of
the issuer and in the capacities and on the dates indicated.
By (Signature and Title)
/s/______________
Thomas G. Rose
Treasurer
Date: February 20, 1997
SELIGMAN CAPITAL FUND, INC.
The undersigned, Treasurer of Seligman Capital Fund, Inc., a Maryland
corporation (the "Company"), does hereby certify as follows:
1. From January 1, 1996 through December 31, 1996, the Company issued an
aggregate of 8,197,209 shares of its Capital Stock, $1.000 par value.
2. In respect of the issuance of such 8,197,209 shares, the Company
received aggregate cash consideration (net of any sales commissions)
of $139,571,071.
3. With respect to each share issued, the Company received cash
consideration not less than the net asset value per share on the date issued and
not less than $1.000.
4. At no time during the period from January 1, 1996 through December
31, 1996, were there more than 500,000,000 shares of the Company's Capital Stock
issued and outstanding.
In Witness Whereof, I have hereunto signed my name as Treasurer of the
Company.
Date: January 24, 1997
/s/------------------------
Thomas G. Rose
Treasurer
Seligman Capital Fund, Inc.
February 18, 1997
Seligman Capital Fund, Inc.,
100 Park Avenue,
New York, New York 10017.
Dear Sirs:
You have requested our opinion in connection with the notice
which you propose to file pursuant to Rule 24f-2 under the Investment Company
Act of 1940 with respect to 8,197,209 shares of Capital Stock, $1.000 par value
(the "Shares").
As your counsel, we are familiar with your organization and
corporate status and validity of your Capital Stock.
We advise you that, in our opinion, the Shares were legally
and validly issued, and are fully paid and non-assessable.
The foregoing opinion is limited to the General Corporation
Law of the State of Maryland, and we are expressing no opinion as to the effect
of the laws of any other jurisdiction.
We consent to the filing of this opinion with the Securities
and Exchange Commission in connection with the notice referred to above. In
giving such consent, we do not thereby admit that we come within the category of
persons whose consent is required under Section 7 of the Securities Act of 1933.
Very truly yours,
SULLIVAN & CROMWELL
