UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 24F-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2
Read instructions at end of Form before preparing
Form. Please print or type.
1. Name and address of issuer:
Buffalo Small Cap Fund, Inc.
BMA Tower, 700 Karnes Blvd.
Kansas City, MO 64108
2. The name of each series or class of securities for
which this Form is filed (if the Form is being filed
for all series and classes of securities of the
issuer, check the box but do not list series or
classes): [X]
3. Investment Company Act File Number: 811-08509
Securities Act File Number: 333-40841
4(a). Last day of fiscal year for which this Form is filed:
March 31, 1999
4(b). [ ] Check box if this Form is being filed late
(i.e., more than 90 calendar days after the end
of the issuer's fiscal year). (See Instruction
A.2)
Note: If the Form is being filed late, interest must
be paid on the registration fee due.
4(c). [ ] Check box if this is the last time the issuer
will be filing this Form.
5. Calculation of registration fee:
(i) Aggregate sale price of securities
sold during the fiscal year pursuant
to section 24(f): $ 14,070,985
(ii) Aggregate price of securities
redeemed or repurchased during
the fiscal year: $ 1,215,951
(iii) Aggregate price of securities
redeemed or repurchased during
any prior fiscal year ending
no earlier than October 11, 1995
that were not previously used to
reduce registration fees payable
to the Commission: $ 0
(iv) Total available redemption credits
[add Items 5(ii) and 5(iii)]: -$ 1,215,951
(v) Net sales - if Item 5(i) is greater
than Item 5(iv) [subtract Item 5(iv)
from Item 5(i)]: $ 12,855,034
(vi) Redemption credits available
for use in future years - if
Item 5(i) is less than Item 5(iv)
[subtract Item 5(iv) from
Item 5(i)]: $ ( 0)
(vii) Multiplier for determining regis-
tration fee
(See Instruction C.9): x .000278
(viii) Registration fee due [multiply Item
5(v) by Item 5(vii)] (enter "0" if
no fee is due): =$ 3,573.70
6. Prepaid Shares
If the response to Item 5(i) was determined by deducting
an amount of securities that were registered under the
Securities Act of 1933 pursuant to rule 24e-2 as in
effect before [effective date of rescission of rule 24e-2],
then report the amount of securities (number of
shares or other units) deducted here: __________. If
there is a number of shares or other units that were
registered pursuant to rule 24e-2 remaining unsold at the
end of the fiscal year for which this form is filed that
are available for use by the issuer in future fiscal
years, then state that number here: __________.
7. Interest due - if this Form is being filed more than 90
days after the end of the issuer's fiscal year (see
Instruction D):
+$ 0.00
8. Total of the amount of the registration fee due plus any
interest due [line 5(viii) plus line 7]:
=$ 3,573.70
9. Date the registration fee and any interest payment was
sent to the Commission's lockbox depository:
5/20/99
Method of Delivery:
[X] Wire Transfer
[ ] Mail or other means
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/P. Bradley Adams
Name: P. Bradley Adams
Title: Vice President
& Treasurer
Date: May 20, 1999
*Please print the name and title of the signing officer
below the signature.
