SELECT CAPITAL GROWTH FUND INC
24F-2NT/A, 1996-02-28
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             Annual Notice of Securities Sold Pursuant to Rule 24F-2

                     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:    Select Capital Growth Fund, Inc.
                                        20 Washington Avenue South
                                        Minneapolis, Minnesota 55401


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

                  Common Stock of Select Capital Growth Fund, Inc.


3.       Investment Company Act File Number:         811-2155

                  Securities Act File Number:        2-39128



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

                  May 1, 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:
                                                                    [  ]


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

                  October 30, 1995


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:

                                    0


8.       Number and amount of securities registered during the fiscal year other
         than pursuant to rule 24f-2:

                                    0


9.       Number and aggregate sale price of securities sold during the fiscal  
         year:

                  9,533.72;      $104,647.55


10.      Number and aggregate sale price of securities sold during the fiscal 
         year in reliance upon registration pursuant to rule 24f-2:

                  9,533.72;      $104,647.55


11.      Number and aggregate sale price of securities  issued during the fiscal
         year in connection with dividend reinvestment plans, if applicable (see
         Instruction B.7):
                                    0


12.      Calculation of registration fee:

         (i)      Aggregate sale price of securities sold during the fiscal year
                  in reliance on rule 24f-2 (from Item 10):
                                                                    $104,647.55

         (ii)     Aggregate  price of shares issued in connection  with dividend
                  reinvestment plans (from Item 11, if applicable):
                                                                   + ----------

         (iii)    Aggregate  price of shares  redeemed or repurchased during the
                  fiscal year (if applicable):
                                                                   - ----------


         (iv)     Aggregate   price  of  shares   redeemed  or  repurchased  and
                  previously  applied as a reduction to filing fees  pursuant to
                  rule 24e-2 (if applicable):
                                                                   + -----------

         (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), plus line (iv)] (if applicable):

         (vi)     Multiplier prescribed by Section 6(b) of the Securities Act of
                  1933 or other  applicable law or regulation  (see  Instruction
                  C.6):
                                                                      x 1/2900%
                                                                     -----------

         (vii)    Fee due [line (i) or line (v) multiplied by line (vi)]
                                                                        43.64
                                                                     ===========

INSTRUCTION:   Issuers should complete lines (ii), (iii), (iv), and (v) only if 
               the form is being filed within 60 days after the close of the 
               issuer's fiscal year.  See Instruction C.3.


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).
                                                                      [ x ]


         Date of mailing or wire  transfer  of filing  fees to the  Commission's
         lockbox depository:


                                   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)*           /s/ James E. Nelson
                                    --------------------------------------------

                                    James E. Nelson, Secretary
                                    --------------------------------------------

Date:  February 20, 1996


 * Please print the name and title of the signing officer below the signature.



February 8, 1996

Select Capital Growth Fund, Inc.
20 Washington Avenue South
Minneapolis, Minnesota  55401

Gentlemen:

I have examined the documents  related to the  establishment  of Select  Capital
Growth Fund,  Inc., a Minnesota  corporation,  and have reviewed such matters of
law as deemed necessary for this opinion, and advise you that in my opinion:

1.       Select Capital Growth Fund, Inc. is a corporation duly organized and   
         existing under the laws of the State of Minnesota.

2.       All necessary  corporate  action on the part of Select  Capital  Growth
         Fund,  Inc. had been taken to authorize the issuance and sale of shares
         of common stock sold by Select Capital Growth Fund,  Inc.,  which sales
         ceased as of April 28, 1995,  and when issued and sold as  contemplated
         in the Registration Statement and prospectus,  such shares were legally
         issued, fully paid and nonassessable.

I consent  to the  filing  of this  opinion  with the  Securities  and  Exchange
Commission in connection with Select Capital Growth Fund,  Inc.'s filing a Final
Rule 24f-2 Notice under the Investment Company Act of 1940.

Sincerely,


/s/ James E. Nelson
Counsel


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