February 22, 1995
Rule 24f-2 Notice for Seligman Growth Fund, Inc.
Securities and Exchange Commission
Division of Investment Management
450 Fifth Street, N.W.
Washington, D.C. 20549
Attention: Division of Investment Management
File No. 2-80168
Dear Sirs:
Seligman Growth Fund, Inc. hereby provides the following information with
respect to sales of its capital stock pursuant to Rule 24f-2 under the
Investment Company Act of 1940:
1. Fiscal year for which notice is filed: December 31, 1994.
2. Number of shares registered under the Securities Act of 1933 other than
pursuant to Rule 24f-2 which remained unsold at the beginning of such
fiscal year: -0-
3. Number of shares registered during such fiscal year other than pursuant
to Rule 24f-2: -0-
4. Number of shares sold during such fiscal year: 5,431,134 (a)
5. Number of shares sold during such fiscal year in reliance upon
registration pursuant to Rule 24f-2: 5,431,134
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Securities and Exchange Commission -2- February 22, 1995
Division of Investment Management
A filing fee of $225.20 is enclosed as is the opinion of counsel
required by Rule 24f-2.
Very truly yours,
Seligman Growth Fund, Inc.
Thomas G. Rose
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Thomas G. Rose
Treasurer
Enclosure
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(a) The following is a calculation of the fee payable pursuant to paragraph (c)
of Rule 24f-2:
Year ended 12/31/94
Class A Class D
Aggregate sales price of shares
sold pursuant to Rule 24f-2 $26,899,592 $993,425
Aggregate redemption or repurchase
price of shares redeemed or purchased
during previous fiscal year (71,233,004) (340,677)
Aggregate redemption or repurchase
price of shares previously applied
pursuant to Rule 24e-2(a) - -
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Total (44,333,412) 652,748
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Fee (Total X .000345) -0- $225.20
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SELIGMAN GROWTH FUND, INC.
The undersigned, Treasurer of Seligman Growth Fund, Inc., a Maryland
corporation (the "Company"), does hereby certify as follows:
1. From January 1, 1994 through December 31, 1994, the Company issued
an aggregate of 5,431,134 shares of its Capital Stock, $1.000 par value.
2. In respect of the issuance of such 5,431,134 shares, the Company
received aggregate cash consideration (net of any sales commissions) of
$27,771,123.
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, 1994 through December
31, 1994 were any shares of the Company's Capital Stock issued and
outstanding in excess of its 150,000,000 authorized shares.
In Witness Whereof, I have hereunto signed my name as Treasurer of the
Company.
Date: January 19, 1995
Thomas G. Rose
------------------------
Thomas G. Rose
Treasurer
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SULLIVAN & CROMWELL
NEW YORK TELEPHONE: (212) 558-4000
TELEX: 62694 (INTERNATIONAL) 127816 (DOMESTIC)
CABLE ADDRESS: LADYCOURT, NEW YORK
FACSIMILE: (212) 558-3588 (125 Broad Street)
(212) 558-3792 (250 Park Avenue)
125 Broad Street, New York 10004-2498
__________
250 PARK AVENUE, NEW YORK 10177-0021
1701 PENNSYLVANIA AVE, N.W. WASHINGTON, D.C. 20006-5805
444 SOUTH FLOWER STREET, LOS ANGELES 90071-2901
8, PLACE VENDOME, 75001 PARIS
ST. OLAVE'S HOUSE, 9a IRONMONGER LANE, LONDON EC2V 8EY
101 COLLINS STREET, MELBOURNE 3000
2-1, MARUNOUCHI I-CHOME, CHIYODA-KU, TOKYO 100
GLOUCESTER TOWER, 11 PEDDER STREET, HONG KONG
February 22, 1995
Seligman Growth 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 5,431,134 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
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SULLIVAN & CROMWELL
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