U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 24F-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2
1. Name and address of issuer: Seligman Municipal Fund Series, Inc.
100 Park Avenue
New York, NY 10017
2. Name of each series or class of funds for which this notice is filed:
See Attachment I
3. Investment Company Act File Number: 811-3828
Securities Act File Number: 2-86008
4. Last day of fiscal year for which this notice is filed: 9/30/96
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:
[ ]
6. Date of termination of issuer's declaration under rule 24f-2(a)(1),
if applicable:
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 unsold at the
beginning of the fiscal year:
8. Number and amount of securities registered during the fiscal year other
than pursuant to rule 24f-2:
9. Number and aggregate sale price of securities sold during the fiscal
year:
SHARES SALE PRICE
14,321,293 113,611,287
<PAGE>
Securities and Exchange Commission November 26, 1996
Division of Investment Management
-2-
10. Number and aggregate sale price of securities sold during the fiscal year in
reliance upon registration pursuant to rule 24f-2:
SHARES SALE PRICE
14,321,293 113,611,287
11. Number and aggregate sale price of securities issued during the fiscal
year in connection with dividend reinvestment plans, if applicable:
SHARES SALE PRICE
5,373,463 42,861,974
12. Calculation of registration fee:
<TABLE>
<CAPTION>
<S> <C>
(i) Aggregate sale price of securities sold during the fiscal year in
reliance on rule 24f-2 (from Item 10): $ 113,611,287
(ii) Aggregate price of shares issued in connection with dividend
reinvestment plans (from Item 11): + 42,861,974
(iii) Aggregate price of shares redeemed or repurchased during the fiscal year
(if applicable): - 156,473,261
(iv) Aggregate price of shares redeemed or repurchased and previously applied
as a reduction to filing fees pursuant to rule 24e-2 (if applicable): + 0
(v) Net aggregate price of securities sold and issued during the fiscal year
in reliance on rule 24f-2 { line (i), plus line (ii), less line (iii), 0
plus line (iv)}
(vi) Multiplier prescribed by Section 6(b) of the Securities Act of 1933 or
other applicable law or regulation: x 0.000345
(vii) Fee due {line (i) or line (v) multiplied by line (vi)}:
$ 0
</TABLE>
13. Check box if fees are being remitted to the Commission's lockbox
depository as described in section 3a of the Commission's
Rules of Informal and Other Procedures (17 CFR 202.3a). [ ]
Date of mailing or wire transfer of filing fees to the Commission's
lockbox depository: No Fees Due
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)
Thomas G. Rose
By:______________
Thomas G. Rose
Treasurer
Date: November 26, 1996
<PAGE>
SELIGMAN MUNICIPAL FUND SERIES, INC.
FORM 24F-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2
Attachment I
Name of each series or class of funds for which this notice is filed:
National Series - Class A
National Series - Class D
Colorado Series - Class A
Colorado Series - Class D
Georgia Series - Class A
Georgia Series - Class D
Louisiana Series - Class A
Louisiana Series - Class D
Maryland Series - Class A
Maryland Series - Class D
Massachusetts Series - Class A
Massachusetts Series - Class D
Michigan Series - Class A
Michigan Series - Class D
Minnesota Series - Class A
Minnesota Series - Class D
Missouri Series - Class A
Missouri Series - Class D
New York Series - Class A
New York Series - Class D
Ohio Series - Class A
Ohio Series - Class D
Oregon Series - Class A
Oregon Series - Class D
South Carolina Series - Class A
South Carolina Series - Class D
<PAGE>
SELIGMAN MUNICIPAL FUND SERIES, INC.
The undersigned, Treasurer of Seligman Municipal Fund Series, Inc., a
Maryland corporation (the "Company"), does hereby certify as follows:
1. From October 1, 1995 through September 30, 1996, the Company issued
an aggregate of 19,694,756 shares of its Capital Stock, $0.001 par value as
follows:
National Series 6,343,134
Colorado Series 592,447
Georgia Series 713,625
Louisiana Series 542,953
Maryland Series 809,298
Massachusetts Series 1,715,609
Michigan Series 1,759,999
Minnesota Series 1,445,168
Missouri Series 612,936
New York Series 1,206,846
Ohio Series 1,469,981
Oregon Series 841,270
South Carolina Series 1,641,490
2. In respect of the issuance of such 19,694,756 shares, the Company
received aggregate cash consideration (net of any sales commissions) of
$154,800,164 as follows:
National Series 48,416,944
Colorado Series 4,328,602
Georgia Series 5,630,809
Louisiana Series 4,437,689
Maryland Series 6,458,699
Massachusetts Series 13,413,403
Michigan Series 14,928,893
Minnesota Series 11,195,995
Missouri Series 4,737,547
New York Series 9,625,972
Ohio Series 11,939,706
Oregon Series 6,462,420
South Carolina Series 13,223,486
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 $0.001.
<PAGE>
-2-
4. At no time during the period from October 1, 1995 through September
30, 1996, were any shares of the Company's Capital Stock issued and outstanding
in excess of the following numbers of authorized shares:
National Series 100,000,000
Colorado Series 100,000,000
Georgia Series 100,000,000
Louisiana Series 100,000,000
Maryland Series 100,000,000
Massachusetts Series 100,000,000
Michigan Series 100,000,000
Minnesota Series 100,000,000
Missouri Series 100,000,000
New York Series 100,000,000
Ohio Series 100,000,000
Oregon Series 100,000,000
South Carolina Series 100,000,000
In Witness Whereof, I have hereunto signed my name as Treasurer of the
Company.
Date: October 28, 1996
/s/ Thomas G. Rose
------------------------
Thomas G. Rose
Treasurer
SULLIVAN & CROMWELL
<TABLE>
<S> <C>
NEW YORK TELEPHONE: (212) 558-4000
TELEX: 62694 (INTERNATIONAL) 127816 (DOMESTIC)
CABLE ADDRESS: LADYCOURT, NEW YORK 125 Broad Street, New York 10004-2498
FACSIMILE: (212) 558-3588 (125 Broad Street) -------------
(212) 558-3792 (250 Park Avenue) 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
NINE QUEEN'S ROAD, CENTRAL, HONG KONG
</TABLE>
November 18, 1996
Seligman Municipal Fund Series, 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 your Capital Stock, $0.001 par value ("Capital Stock"), as
follows: 6,343,134 shares of Capital Stock of your National Series (the
"National Shares"); 592,447 shares of Capital Stock of your Colorado Series (the
"Colorado Shares"); 713,625 shares of Capital Stock of your Georgia Series (the
"Georgia Shares"); 542,953 shares of Capital Stock of your Louisiana Series (the
"Louisiana Shares"); 809,298 shares of Capital Stock of your Maryland Series
(the "Maryland Shares"); 1,715,609 shares of Capital Stock of your Massachusetts
Series (the "Massachusetts Shares"); 1,759,999 shares of Capital Stock of your
Michigan Series (the "Michigan Shares"); 1,445,168 shares of Capital Stock of
your Minnesota Series (the "Minnesota Shares"); 612,936 shares of Capital Stock
of your Missouri Series (the "Missouri Shares"); 1,206,846 shares of Capital
Stock of your New York Series (the "New York Shares"); 1,469,981 shares of
Capital Stock of your Ohio Series (the "Ohio Shares"); 841,270 shares of Capital
Stock of your Oregon Series (the "Oregon Shares"); and 1,641,490 shares of
Capital Stock of your South Carolina Series (the "South Carolina 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 National Shares, the Colorado
Shares, the Georgia Shares, the Louisiana Shares, the Maryland Shares, the
Massachusetts Shares, the Michigan Shares, the Minnesota Shares, the Missouri
Shares, the New York Shares, the Ohio Shares, the Oregon Shares, and the South
Carolina Shares are legally and validly issued, fully paid and nonassessable.
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
