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: Bull & Bear Special Equities Fund, Inc., 11
Hanover Square, New York, NY 10005
2. Name of each series or class of funds for which this notice is filed: Bull
& Bear Special Equities Fund
3. Investment Company Act File Number: 811-4625
Securities Act File Number: 33-2847
4. Last day of fiscal year for which this notice is filed: December 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: [ ]
6. Date of termination of issuer's declaration under rule 24f-2(a)(1), if
applicable: 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 unsold at the
beginning of the fiscal year: 152,679 shares at an aggregate price of
$290,000
8. Number and amount of securities registered during the fiscal year other
than pursuant to rule 24f-2: 846,130 shares at an aggregate price of
$290,000
9. Number and aggregate sales price of securities sold during the fiscal year:
6,117,104 shares (including shares issued in connection with dividend
reinvestment) at an aggregate sale price of $131,847,758
10. Number and aggregate sale price of securities sold during the fiscal year
in reliance upon registration pursuant to rule 24f-2: 6,117,104 shares
(including shares issued in connection with dividend reinvestment) at an
aggregate sale price of $131,847,758
11. Number and aggregate sale price of securities issued during the fiscal year
in connection with dividend reinvestment plans, if applicable: N/A
12. Calculation of registration fee:
Aggregate sale price of securities sold: $131,847,758
Less cost of shares redeemed or repurchased: (136,259,043)
Net aggregate price: (4,411,285)
Multiplier: 1/2900
Fee due: $ -0-
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: [ ]
Date of mailing or wire transfer of filing fees to the Commission's lockbox
depository: N/A
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: /s/ Joseph Leung, Chief Accounting Officer
Joseph Leung
Date: February 28, 1996
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February 28, 1996
Bull & Bear Special Equities Fund, Inc.
11 Hanover Square
New York, New York 10005
Dear Sir or Madam:
Bull & Bear Special Equities Fund, Inc. ("Company") is a corporation
duly incorporated and existing under the laws of the State of Maryland. We
understand that the Company is about to file a Rule 24f-2 Notice pursuant to
Rule 24f-2 under the Investment Company Act of 1940, as amended ("1940 Act") for
the purpose of making definite the number of shares of capital stock which it
has registered thereunder and under the Securities Act of 1933, as amended
("1933 Act") and which it sold in reliance on Rule 24f-2 during its fiscal year
ended December 31, 1995.
We have, as counsel, examined copies either certified or otherwise
proved to be genuine, of the Company's Articles of Incorporation and By-Laws, as
now in effect and other documents relating to its organization and operation.
Based upon the foregoing, it is our opinion that the shares of capital stock of
the Company sold in reliance upon registration under Rule 24f-2 during the
Company's fiscal year ended December 31, 1995, the registration of which will be
made definite by the filing of a Rule 24f-2 Notice, were legally issued, fully
paid and non-assessable. We express no opinion as to compliance with the 1933
Act, the 1940 Act or applicable state securities laws in connection with the
sales of shares of capital stock of the Company.
We hereby consent to this opinion accompanying the Rule 24f-2 Notice
which you are about to file with the Securities and Exchange Commission.
Sincerely,
KIRKPATRICK & LOCKHART LLP
By: /s/ Arthur J. Brown
Arthur J. Brown
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