SPECIAL PORTFOLIOS INC
24F-2NT/A, 1995-12-28
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Annual Notice of Securities Sold Pursuant to Rule 24f-2

        U.S. SECURITIES AND EXCHANGE COMMISSION

                  Washington DC 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:

          Special Portfolios, Inc.
          500 Bielenberg Drive
          Woodbury MN 55125

2.   Name of each series or class of funds for which
     this notice is filed:

          Stock Portfolio
          Cash Portfolio

3.   Investment Company Act File Number:     811-1341

     Securities Act File Number:   2-24652

4.   Last day of fiscal year for which this notice is
     filed:

          October 31, 1995

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:

          N/A

6.   Date of termination of issuer's declaration under
     rule 24f-2(a)(1), if applicable (see Instruction
     A.6):

          N/A

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










December 27, 1995



Securities and Exchange Commission
450 Fifth Street NW
Washington, DC 20549

RE:  Special Portfolios, Inc.
        File No. 2-24652

Dear Sir/Madam:

In connection with the attached Rule 24f-2 filing for the
above Registrant, making definite the number of shares
sold by Registrant during the fiscal year in question,
you are advised that I am familiar with the sales of the
securities in question, and I have examined such records,
documents and matters of law, and such other matters as
I consider relevant for the purposes of this opinion; and
that on the basis of the foregoing, I am of the opinion
that the securities to which the Notice relates were
legally issued, fully paid, and non-assessable.

Sincerely,

    /s/ Scott R. Plummer

Scott R. Plummer
Assistant Secretary





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