U.S. 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: Seligman Growth Fund, Inc.
100 Park Avenue
New York, NY 10017
2. The name of each series of 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: 811-229
Securities Act File Number: 2-10836
4(a). Last day of fiscal year for which this notice is filed: 12/31/97
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.
[ ]
<TABLE>
<CAPTION>
<S> <C>
5. Calculation of registration fee:
(i) Aggregate sale price of securities sold during
the fiscal year pursuant to section 24 (f): $ 341,279,849
(ii) Aggregate price of securities redeemed or
repurchased during the fiscal year: $ 307,846,326
(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): $ 307,846,326
(v) Net Sales - if Item 5(i) is greater than $ 33,433,523
Item 5(iv), subtract Item 5(iv) from
Item 5(I):
(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 registration
fee (See Instruction C.9): x .000295
(viii) Registration fee due (multiply Item 5(v)
by Item 5(vii) (enter "0" if no fee is due): $ 9,862.89
</TABLE>
6. 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 in effect before October 11, 1997, then report
the amount of securities (number of shares or other units) deducted
here: [ - 0 - ]
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: [ - 0 - ]
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-
8. Total of the amount of the registration fee due plus any interest
due (line 5(viii) plus line 7): $ 9,862.89
9. Date the registration fee and interest payment was sent to the
Commission's lockbox depository: 3/27/98
Method of delivery [ X ]Wire Transfer
[ ]Mail or other means
SIGNATURES
This report has been signed below by the following person on behalf of
the issuer and in the capacity and on the date indicated.
By (Signature and Title)
/S/
Thomas G. Rose
Treasurer
Date: March 27, 1998
<PAGE>
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, 1997 through December 31, 1997, the Company
issued an aggregate of 54,666,959 shares of its Capital Stock, $1.000 par value.
2. In respect of the issuance of such 54,666,959 shares, the
Company received aggregate cash consideration (net of any sales commissions)
of $341,090,051.
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, 1997 through
December 31, 1997, 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: March 23, 1998
__________/S/___________
Thomas G. Rose
Treasurer
