CASTLE CONVERTIBLE FUND INC
N-30D, 1996-12-18
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                            CASTLE  |
                       CONVERTIBLE  | Meeting the challenge
                              FUND, | of investing
                               INC. |



                                 Annual Report
                                October 31, 1996





Dear Shareholder:

      After rebounding in the second quarter,  the U.S. economy began to slow by
the end of the summer. Employment gains continued into the third quarter but the
rate of  increase  dropped  well below the robust  rate of the first half of the
year.  Solid growth in  employment,  together with wage gains and low inflation,
boosted consumer sentiment.  Retail sales, however, slowed during the summer and
the rate of growth in installment debt also continued to decelerate. Despite the
favorable outlook for consumer income and consumer  sentiment,  the weak pattern
in retail sales this summer is likely to persist.  Consumers have largely caught
up on any purchases  they might have put off, so we do not anticipate a surge in
spending. Households will continue to pare back on debt. In the face of sluggish
final  demand,  manufacturers  and  retailers  will  likely  remain  cautious so
inventory rebuilding will proceed slowly. While capital spending will advance as
companies upgrade operations to improve  productivity in response to unrelenting
competitive  pressures,  most firms  will be  cautious  in adding new  capacity.
Because of these  factors,  we believe that the economy will remain soft through
the end of the year and into 1997.

      Once the economic  statistics  started to confirm that the economic growth
was indeed  moderating,  investors'  fears of higher  inflation  and the risk of
tighter  Federal Reserve  monetary policy began to recede.  The yield on 30-year
Treasury  bonds,  for  example,  dropped  from a high of 7.17%  reached in early
September   to   6.65%   by   the   end  of   October.   The   Lehman   Brothers
Government/Corporate  Bond Index,  a  conventional  measure of the bond  market,
posted a total  return of 3.90% for the three  months ended  October  31st.  The
stock  market  began to rally  as well  and went on to reach  new  highs by late
October.  The stock market, as measured by the S&P 500, generated a total return
of 10.87% for the three month period ended October 31st. Castle Convertible Fund
posted a total  return  of 6.63% on a NAV  basis  during  the same  three  month
period.  The Fund's total return,  again on a NAV basis,  amounted to 10.85% for
the first ten months of 1996.

      Upcoming reports  supporting our outlook for moderate  economic growth and
modest inflation  should keep long-term  interest rates below 7% for the balance
of the year.  We believe  that the stock  market  rally  still has a ways to go.
Given the  favorable  outlook  for the bond and stock  markets,  we expect  that
Castle should continue to provide positive returns for its shareholders.


                                        Respectfully submitted,


                                        /s/ DAVID D. ALGER
                                        ----------------------------------------
                                        David D. Alger
                                        President

November 13, 1996


CASTLE CONVERTIBLE FUND, INC.
SCHEDULE OF INVESTMENTS
October 31, 1996

<TABLE>
<CAPTION>
  Principal     Corporate Convertible
    Amount       Bonds--55.5%                             Value
- -------------------------------------------------------------------


<C>             <S>                                    <C>
                AEROSPACE--3.6%
$   500,000     Diagnostic/Retrieval Systems,
                 Inc., Sr.  Sub. Cv. Notes, 9.00%,
                 10/1/03(a)                            $    635,000
  2,000,000     Rohr Industries Inc., Cv. Sub.
                 Deb., 7.00%, 10/1/12                     1,730,000
                                                       ------------
                                                          2,365,000
                                                       ------------
                BUILDING & CONSTRUCTION--1.4%
  1,000,000     Masco Corp., Cv. Sub. Deb.,
                 5.25%, 2/15/12                             965,000
                                                       ------------
                COMPUTER RELATED & BUSINESS
                 EQUIPMENT--7.2%
    750,000     National Semiconductor, Cv. Sub.
                 Notes, 6.50%, 10/1/02(a)                   702,188
    500,000     S3 Inc., Cv. Sub. Notes,
                 5.75%, 10/1/03(a)                          592,500
  1,850,000     Seagate Technologies, Inc., Cv.
                 Sub. Deb., 6.75%, 3/1/01                 2,072,000
    650,000     3Com Corporation, Cv. Sub. Notes,
                 10.25%, 11/1/01(a)                       1,347,938
                                                       ------------
                                                          4,714,626
                                                       ------------
                ENERGY--9.2%
  2,100,000     Ashland Inc., Cv. Sub. Deb.,
                 6.75%, 7/1/14                            2,144,625
  1,850,000     Consolidated Natural Gas, Cv. Sub.
                 Deb., 7.25%, 12/15/15                    1,988,750
  2,000,000     Enserch, (Eurodollar), Cv. Sub.
                 Deb., 6.375%, 4/1/02                     1,955,000
                                                       ------------
                                                          6,088,375
                                                       ------------
                FINANCIAL SERVICES--1.7%
  1,000,000     Leasing Solutions, Inc., Cv. Sub.
                 Notes, 6.875%, 10/1/03                   1,111,250
                                                       ------------
                HEALTHCARE--13.4%
  3,050,000     Beverly Enterprises, Cv. Sub. Deb.,
                 7.625%, 3/15/03                          2,897,500
  1,450,000     Centocor, Inc., (Eurodollar), Cv.
                 Sub. Deb., 6.75%, 10/16/01               1,384,750
  1,250,000     Ciba Geigy Corp., Exch. Sub.
                 Deb., 6.25%, 3/15/16                     1,259,375
  1,000,000     Medical Care International , Cv.
                 Sub. Deb., 6.75%, 10/1/06                1,012,500
  1,000,000     Medical Care International,
                 (Eurodollar), Cv. Sub. Deb.,
                 6.75%, 10/1/06                           1,012,500
    500,000     Sepracor Inc., Cv. Sub. Deb.,
                 7.00%, 12/1/02(a)                          525,000
    500,000     U.S. Diagnostic Labs, Inc., Cv.
                 Sub. Deb., 9.00%, 3/31/03(a)               755,000
                                                       ------------
                                                          8,846,625
                                                       ------------
                MACHINERY--.8%
    500,000     Robbins & Myers, Inc., Cv. Sub.
                 Notes, 6.50%, 9/1/03                       520,000
                                                       ------------
                MANUFACTURING--1.9%
$ 1,250,000     Quanex Corp., Cv. Sub. Deb.,
                 6.88%, 6/30/07                        $  1,290,625
                                                       ------------
                METALS--2.8%
  1,750,000     Inco Limited, Cv. Sub. Deb.,
                 7.75%, 3/15/16                           1,837,500
                                                       ------------
                POLLUTION CONTROL--1.4%
    500,000     U.S. Filter Corporation, Cv. Sub.
                 Notes, 6.00%, 9/15/05(a)                   952,500
                                                       ------------
                RETAILING--8.6%
  1,240,000     Fabri-Centers of America, Inc.,
                 Cv. Sub. Deb., 6.25%, 3/1/02             1,091,200
    500,000     Nine West Group Inc.,  Cv. Sub.
                 Notes, 5.50%, 7/15/03(a)                   516,875
  1,800,000     Price/Costco Inc., Cv. Sub. Deb.,
                 6.75%, 3/1/01                            1,892,250
  2,000,000     Waban Inc., Cv. Sub. Deb., 6.50%,
                 7/1/02                                   2,197,500
                                                       ------------
                                                          5,697,825
                                                       ------------
                TRANSPORTATION--3.5%
  2,000,000     Laidlaw Corp., Cv. Sub. Notes,
                 8.00%, 5/1/01                            2,280,000
                                                       ------------
                Total Corporate Convertible Bonds
                 (Cost $33,467,105)                      36,669,326
                                                       ------------

                Convertible Preferred
    Shares       Stocks--19.4%
- -------------------------------------------------------------------
                BUILDING & CONSTRUCTION--2.3%
     30,000     Southdown Corp., Cv. 2.875%
                 Pfd., Series D                           1,500,000
                                                       ------------
                COMMUNICATIONS--1.9%
     15,000     Evergreen Media Corp., Cv. 6.00%
                 Exch. Pfd.                               1,252,500
                                                       ------------
                COMPUTER RELATED & BUSINESS
                 EQUIPMENT--.8%
     10,000     Wang Laboratories, $6.50 Cv. Pfd.,
                 Series B(a)                                526,250
                                                       ------------
                ENERGY--2.7%
     28,500     NorAm Financing I, 6.25% Cv.
                 Pfd.                                     1,816,875
                                                       ------------
                PAPER PACKAGING & FOREST
                 PRODUCTS--4.6%
     60,000     James River Corp., Dep. Shrs.,
                 $3.50 Exch. Pfd., Series L               3,007,500
                                                       ------------
                RAW MATERIAL PROCESSING--2.8%
     20,000     Bethlehem Steel Corporation, $5.00
                 Cum. Pfd                                 1,030,000
     15,000     Howell Corp., $3.50 Cum. Pfd.               791,250
                                                       ------------
                                                          1,821,250
                                                       ------------
                REAL ESTATE--1.5%
     40,000     Security Capital Investment Trust,
                 7.00%, Cv. Pfd.                            995,000
                                                       ------------
                MISCELLANEOUS--2.8%
     20,000     SCI Finance LLC, $3.125 Term Cv.
                 Shares, Series A                      $  1,880,000
                                                       ------------
                Total Convertible Preferred Stocks
                 (Cost $10,415,011)                      12,799,375
                                                       ------------
                Mandatory Convertible
                 Securities--8.6%

                COMMUNICATIONS--1.3%
     30,000     AirTouch Communications, 6.00%
                 Cv. Pfd., Class B, 8/16/99(d)              851,250
                                                       ------------
                PAPER PACKAGING & FOREST
                 PRODUCTS--1.6%
     12,000     Alco Standard, Dep. Shrs., $5.04
                 Cv. Pfd., Series BB, 10/1/98(d)          1,041,000
                                                       ------------
                PUBLISHING--2.7%
     20,000     Houghton Mifflin Company,
                 6.00% Exch. Notes, 8/1/99(c)             1,820,000
                                                       ------------
                ENERGY--1.2%
     30,100     MCN Corp., 8.75%, Pfd.,
                  4/30/99(d)                                827,750
                                                       ------------
                FINANCIAL SERVICES--1.8%
     45,000     The Money Store Inc., $1.72
                 Cv. Pfd., 12/1/99(d)                     1,170,000
                                                       ------------
                Total Mandatory Convertible
                 Securities (Cost $5,244,460)             5,710,000
                                                       ------------
                REAL ESTATE--1.1%
     30,000     General Growth Properties Inc.         $    757,500
                                                       ------------
                UTILITIES--9.2%
     52,000     American Electric Power Co., Inc.         2,158,000
     38,000     Oklahoma Gas & Electric Co.               1,486,750
     65,000     Public Service Colorado                   2,405,000
                                                       ------------
                                                          6,049,750
                                                       ------------
                Total Common Stocks
                 (Cost $4,952,625)                        6,807,250
                                                       ------------

   Principal    Short-Term Corporate
    Amount       Notes--7.1%
- --------------

$   518,000     Dynamic Funding Corp., Series A,
                 5.35%, 11/6/96                             517,615
    369,000     Merrill Lynch & Co., Inc., 5.23%,
                 11/4/96                                    368,839
    500,000     New England Power Co., 5.24%,
                 11/4/96                                    499,782
  3,269,000     SunAmerica Inc., 5.28%, 11/6/96           3,266,602
                                                       ------------
                Total Short-Term Corporate Notes
                  (Cost $4,652,838)                       4,652,838
                                                       ------------

Total Investments
 (Cost $58,732,039)........................  100.9 %     66,638,789

Liabilities in Excess of Other Assets......    (.9)%       (588,556)
                                             ----------------------

Total Net Assets...........................  100.0%    $ 66,050,233
                                             ======================

<FN>

<F1> (a)  Pursuant to Securities and Exchange Commission Rule 144A, these securities
          may be sold  prior  to  their  maturity  only to  qualified  institutional
          buyers.
<F2> (b)  At October 31, 1996, the net unrealized appreciation on investments, based
          on cost for  federal  income tax  purposes  of  $58,732,039,  amounted  to
          $7,906,750,  which consisted of aggregate gross unrealized appreciation of
          $8,091,645 and aggregate gross unrealized depreciation of $184,895.
<F3> (c)  Convertible into common stock of INSO Corporation.
<F4> (d)  These  securities  are required to be  converted on the date listed;  they
          generally may be converted prior to this date at the option of the holder.
</FN>
</TABLE>
                              -------------------


CASTLE CONVERTIBLE FUND, INC.
STATEMENT OF ASSETS AND LIABILITIES
October 31, 1996

<TABLE>

<S>                                                               <C>           <C>
ASSETS:
  Investments in securities, at value (cost $58,732,039), 
   see accompanying schedule of investments....................                 $ 66,638,789
  Cash  .......................................................                       57,381
  Dividends and interest receivable............................                      652,760
  Prepaid expenses.............................................                          948
                                                                                ------------
      Total Assets.............................................                   67,349,878

LIABILITIES:
  Payable for investment securities purchased..................   $ 1,192,500
  Investment advisory fees payable.............................        42,152
  Directors' fees payable......................................         3,370
  Accrued expenses.............................................        61,623
                                                                  -----------
      Total Liabilities........................................                    1,299,645
                                                                                ------------

NET ASSETS applicable to 2,236,003 outstanding shares of $0.01 
 par value (10,000,000 shares authorized)......................                 $ 66,050,233
                                                                                ============

NET ASSET VALUE PER SHARE......................................                 $       29.54
                                                                                =============
</TABLE>

                       See Notes to Financial Statements.


CASTLE CONVERTIBLE FUND, INC.
STATEMENT OF OPERATIONS
for the year ended October 31, 1996

<TABLE>

<S>                                                            <C>           <C>
INVESTMENT INCOME:
  Income:
    Interest.................................................                $  2,612,534
    Dividends................................................                   1,522,747
                                                                             ------------
      Total Income...........................................                   4,135,281
  Expenses:
    Investment advisory fees--Note 2(a)......................  $   479,510
    Directors' fees..........................................       40,000
    Custodian and transfer agent fees........................       37,628
    Shareholder reports......................................       30,371
    Professional fees........................................       19,892
    Bookkeeping fees.........................................       18,000
    Miscellaneous............................................       34,038
                                                               -----------
    Less, earnings credits--Note 1(e)........................       (6,962)
                                                               -----------
      Total Net Expenses.....................................                     652,477
                                                                              -----------
NET INVESTMENT INCOME........................................                   3,482,804
REALIZED AND UNREALIZED GAIN ON INVESTMENTS:
  Net realized gain on investments...........................    3,485,300
  Net increase in unrealized appreciation of investments.....      747,343
                                                               -----------
  Net realized and unrealized gain on investments............                   4,232,643
                                                                              -----------
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS.........                 $ 7,715,447
                                                                              ===========
</TABLE>


STATEMENTS OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>
                                                                      Year Ended           Year Ended
                                                                   October 31, 1996     October 31, 1995
                                                                   ----------------     ----------------

<S>                                                                  <C>                  <C>
FROM INVESTMENT ACTIVITIES:
  Net investment income.........................................     $  3,482,804         $  3,897,234
  Net realized gain on investments..............................        3,485,300            1,733,615
  Net change in unrealized appreciation of  investments.........          747,343            5,622,436
                                                                     ---------------------------------             
      Net increase in net assets resulting from operations......        7,715,447           11,253,285
                                                                     ---------------------------------
DIVIDENDS TO SHAREHOLDERS FROM:
  Net investment income.........................................       (3,555,247)          (3,571,203)
  Net realized gains............................................       (1,587,562)          (1,798,201)
                                                                     ---------------------------------
      Total dividends...........................................       (5,142,809)          (5,369,404)
                                                                     ---------------------------------
FROM CAPITAL SHARE TRANSACTIONS:
  Shares issued to shareholders from reinvestment of dividends 
   (0 shares and 16,002 shares, respectively)...................               --             386,445
                                                                     --------------------------------
      Net increase in net assets................................        2,572,638           6,270,326
                                                                     --------------------------------
NET ASSETS:
  Beginning of year.............................................       63,477,595          57,207,269
                                                                     --------------------------------
  End of year (including undistributed net investment income of 
   $779,674 and $852,117, respectively).........................     $ 66,050,233        $ 63,477,595
                                                                     ================================
</TABLE>

                       See Notes to Financial Statements.


CASTLE CONVERTIBLE FUND, INC.
FINANCIAL HIGHLIGHTS
For a share outstanding throughout the period


<TABLE>
<CAPTION>
                                                                                 Four
                                                     Year          Year         Months
                                                     Ended         Ended         Ended
                                                  October 31,   October 31,   October 31,       Year Ended June 30,
                                                  -----------   -----------   -----------   --------------------------
                                                     1996          1995          1994*       1994      1993      1992
                                                  -----------   -----------   -----------   ------    ------    ------

<S>                                                 <C>           <C>           <C>         <C>       <C>       <C>
Net asset value, beginning of period...........     $28.39        $25.77        $25.07      $27.29    $24.20    $22.18
                                                    ------------------------------------------------------------------
Net investment income..........................       1.56          1.74          0.52        1.62      1.68      1.70
Net realized and unrealized gain (loss) on
 investments...................................       1.89          3.29          0.58       (1.60)     3.23      2.02
                                                    ------------------------------------------------------------------
Total from investment operations...............       3.45          5.03          1.10        0.02      4.91      3.72
                                                    ------------------------------------------------------------------
Dividends from net investment income...........      (1.59)        (1.60)        (0.40)      (1.67)    (1.82)    (1.70)
Distributions from net realized gains..........      (0.71)        (0.81)           --       (0.57)       --        --
                                                    ------------------------------------------------------------------
      Total Distributions......................      (2.30)        (2.41)        (0.40)      (2.24)    (1.82)    (1.70)
                                                    ------------------------------------------------------------------
Net asset value, end of period.................     $29.54        $28.39        $25.77      $25.07    $27.29    $24.20
                                                    ==================================================================
Market value, end of period....................     $25.38        $25.63        $24.38      $22.25    $26.50    $21.25
                                                    ==================================================================

Total investment return based on market
 value per share...............................       8.14%        15.82%        11.28%      (8.41%)   34.26%    22.78%
                                                    ==================================================================

Ratios and Supplemental Data:
   Net assets, end of period
    (000's omitted)............................     $66,050      $63,478       $57,207     $55,665   $60,365   $53,537
                                                    ==================================================================
   Ratio of expenses to average net assets.....       1.03%**       1.05%**       1.04%       1.05%     1.06%     1.10%
                                                    ==================================================================
   Ratio of net investment income to average 
    net assets.................................       5.44%         6.62%         6.02%       6.02%     6.50%     7.24%
                                                    ==================================================================
   Portfolio Turnover Rate.....................      63.68%        52.80%         8.65%      29.38%    52.63%    68.69%
                                                    ==================================================================
   Average Commission Rate Paid................     $.0703
                                                    ======

<FN>
- -------------------
<F1> *   Ratios have been annualized; total return has not been annualized.
<F2> **  Reflects total  expenses,  including fees offset by earnings  credits.  The
         expense  ratio net of earnings  credits would have been 1.02% and 1.03% for
         the years ended October 31, 1996 and 1995, respectively.
</FN>
</TABLE>

                       See Notes to Financial Statements.


CASTLE CONVERTIBLE FUND, INC.
NOTES TO FINANCIAL STATEMENTS

NOTE 1--Summary of Significant Accounting Policies:

      Castle  Convertible  Fund,  Inc.  (the  "Fund")  is  registered  under the
Investment  Company  Act  of  1940,  as  a  diversified,  closed-end  management
investment company. The Fund's investment adviser is Fred Alger Management, Inc.
(the "Adviser").

      Effective October 31, 1994, the Fund changed its fiscal year end from June
30 to October 31.

      The following is a summary of significant accounting policies consistently
followed by the Fund in the preparation of its financial statements.


(a)  Investment  Valuation--Investments  in  securities  are valued at 4:00 p.m.
Eastern  time.  Listed and unlisted  securities  for which such  information  is
regularly  reported  are  valued  at the last  reported  sales  price or, in the
absence of reported  sales,  at the mean  between the bid and asked price or, in
the absence of a recent bid or asked price,  the equivalent as obtained from one
or more of the major market makers for the  securities to be valued.  Securities
for which market  quotations are not readily available are valued at fair value,
as determined in good faith  pursuant to procedures  established by the Board of
Directors.  Short-term  corporate  notes are  valued  at  amortized  cost  which
approximates market value.

(b) Securities Transactions and Investment  Income--Securities  transactions are
recorded  on a trade  date  basis.  Realized  gains and losses  from  securities
transactions  are  recorded  on the  basis of the  first-in,  first-out  method.
Dividend  income is recognized on the  ex-dividend  date and interest  income is
recognized on the accrual basis.

(c) Dividends to Shareholders--Dividends payable to shareholders are recorded by
the Fund on the  ex-dividend  date.  Dividends  from net  investment  income are
declared and paid quarterly.  Dividends from net realized gains are declared and
paid annually after the end of the fiscal year in which earned.

(d)  Federal  Income   Taxes--It  is  the  Fund's  policy  to  comply  with  the
requirements  of the Internal  Revenue Code  applicable to regulated  investment
companies and to distribute  all of its taxable  income,  including net realized
capital gains, to its shareholders.  Therefore,  no federal income tax provision
is required.

(e) Earnings Credits--The Fund's custodian fees have been reduced as a result of
earnings credits  received on overnight cash balances.  Balances left on deposit
with the custodian preclude their use elsewhere.

(f)  Other--These  financial  statements  have been prepared using estimates and
assumptions that affect the reported amounts therein.  Actual results may differ
from those estimates.

NOTE 2--Investment Advisory Fees and Other Transactions with Affiliates:


(a)  Investment  Advisory  Fees--Fees  incurred  by the  Fund,  pursuant  to the
provisions of an Investment Advisory Contract (the "Contract") with the Adviser,
are payable  monthly and computed at an annual rate of .75% based on the average
of the Fund's weekly net asset value.

      The Contract  further  provides  that if in any fiscal year the  aggregate
expenses  of the Fund  (excluding  interest,  brokerage  commissions,  taxes and
extraordinary  expenses)  should exceed 1.5% of the first $30 million of average
net assets and 1.0% of the average net assets of the Fund over $30 million,  the
Adviser will  reimburse  the Fund for such excess  expenses.  For the year ended
October 31, 1996, no reimbursement  was required  pursuant to the Contract.  For
the year ended October 31, 1996,  the total  investment  advisory fee charged to
the Fund amounted to $479,510,  and the Adviser received $18,000 for bookkeeping
services supplied to the Fund at cost.

(b) Transfer Agent Fees--Alger Shareholder Services, Inc. ("Alger Services"), an
affiliate of the Adviser, serves as transfer agent for the Fund. During the year
ended  October 31, 1996,  the Fund incurred  fees of  approximately  $16,300 for
services provided by Alger Services and reimbursed Alger Services  approximately
$4,900 for transfer  agent related  expenses paid by Alger Services on behalf of
the Fund.

(c)  Directors'  Fees--Certain  directors and officers of the Fund are directors
and officers of the Adviser and Alger Services.  The Fund pays each director who
is not  affiliated  with the Adviser or its  affiliates an annual fee of $8,000,
payable quarterly, which is reduced proportionately by any meetings not attended
during the quarter.

(d) Other Transactions With Affiliates--At October 31, 1996, the Adviser and its
affiliates owned 308,756 shares of the Fund.

NOTE 3--Securities Transactions:

      During the year ended October 31, 1996,  purchases and sales of investment
securities,   excluding  short-term   securities,   aggregated  $37,722,931  and
$41,310,078, respectively.


NOTE 4--Components of Net Assets:

      At October 31, 1996, the Fund's net assets consisted of:


<TABLE>

       <S>                                       <C>
       Paid-in capital.........................  $ 54,012,068
       Undistributed net investment income.....       779,674
       Undistributed net realized gain.........     3,351,741
       Net unrealized appreciation.............     7,906,750
                                                 ------------
       NET ASSETS..............................  $ 66,050,233
                                                 ============
</TABLE>

                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS


To the Shareholders and Board of Directors of
 Castle Convertible Fund, Inc.:

      We have audited the  accompanying  statement of assets and  liabilities of
Castle Convertible Fund, Inc. (a Delaware  Corporation),  including the schedule
of investments,  as of October 31, 1996, and the related statement of operations
for the year then ended,  the statement of changes in net assets for each of the
two years in the period then ended, and the financial highlights for each of the
two years in the period  then  ended,  for the four  months in the period  ended
October 31,  1994,  and for each of the three years in the period ended June 30,
1994. These financial statements and financial highlights are the responsibility
of the  Company's  management.  Our  responsibility  is to express an opinion on
these financial statements and financial highlights based on our audits.

      We conducted our audits in accordance  with  generally  accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable  assurance  about  whether the  financial  statements  and  financial
highlights are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  Our  procedures  included  confirmation  of securities  owned as of
October 31, 1996, by  correspondence  with the  custodian and brokers.  An audit
also includes assessing the accounting principles used and significant estimates
made by  management,  as well as  evaluating  the  overall  financial  statement
presentation.  We believe  that our audits  provide a  reasonable  basis for our
opinion.

      In our opinion, the financial statements and financial highlights referred
to above present fairly,  in all material  respects,  the financial  position of
Castle  Convertible  Fund,  Inc.  as of October  31,  1996,  the  results of its
operations  for the year then  ended,  the changes in its net assets for each of
the two years in the period then ended, and the financial highlights for each of
the two years in the period then ended,  for the four months in the period ended
October 31,  1994,  and for each of the three years in the period ended June 30,
1994, in conformity with generally accepted accounting principles.


                                        ARTHUR ANDERSEN LLP

New York, New York
November 19, 1996




                CASTLE  |
           CONVERTIBLE  | Meeting the challenge
                  FUND, | of investing
                   INC. |


Board of Directors

Fred M. Alger, Chairman
David D. Alger
Lester L. Colbert, Jr.
Arthur M. Dubow
Stephen E. O'Neil
Nathan E. Saint-Amand
John T. Sargent
- --------------------------------------------------------

Investment Adviser

Fred Alger Management, Inc.
75 Maiden Lane
New York, N.Y. 10038
- --------------------------------------------------------

Transfer Agent and Dividend Disbursing Agent

Alger Shareholder Services, Inc.
30 Montgomery Street, Box 2001
Jersey City, N.J. 07302-9811
- --------------------------------------------------------

Independent Public Accountants

Arthur Andersen LLP
1345 Avenue of the Americas
New York, N.Y. 10105
- --------------------------------------------------------

Results of the Annual Meeting of Shareholders

The annual meeting of the  shareholders  of the Fund was
held on December 5, 1995.  The  following  matters  were
submitted to a shareholder vote and approved:

(i) the  reelection  of the  following  directors of the
Fund: Fred M. Alger, David D. Alger,  Lester L. Colbert,
Jr.,  Arthur M.  Dubow,  Stephen  E.  O'Neil,  Nathan E.
Saint-Amand,  and John T. Sargent. Each of the directors
reelected received at least 2,023,459  affirmative votes
and no more than  28,335  votes  were  withheld  for any
director.

(ii)  the   ratification  of  the  selection  of  Arthur
Andersen   LLP  as   the   Fund's   independent   public
accountants for the fiscal year ending October 31, 1996:
For--2,023,873; Against--11,690; Abstain--16,229.


- --------------------------------------------------------

This   report   was   prepared   for   distribution   to
shareholders  and to  others  who may be  interested  in
current  information  concerning  the  Fund.  It was not
prepared for use,  nor is it  circulated  in  connection
with any offer to sell, or  solicitation of any offer to
buy, any securities.





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