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, 1996
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: None.
8. Number and amount of securities registered during the fiscal year other than
pursuant to rule 24f-2: 181,457 shares at an aggregate price of $290,000
9. Number and aggregate sales price of securities sold during the fiscal year:
781,632 shares (including shares issued in connection with dividend
reinvestment) at an aggregate sale price of $19,955,566
10. Number and aggregate sale price of securities sold during the fiscal year in
reliance upon registration pursuant to rule 24f-2: 781,632 shares (including
shares issued in connection with dividend reinvestment) at an aggregate sale
price of $19,955,566
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: $19,955,566
Less cost of shares redeemed or repurchased: (21,514,609)
Net aggregate price: (1,559,043)
Divisor: 3300
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 20, 1997
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February 20, 1997
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
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. The
Company is filing herewith 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, 1996.
I have, as the Company's General 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 my 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, 1996, the
registration of which will be made definite by the filing of the accompanying
Rule 24f-2 Notice, were legally issued, fully paid and non-assessable. I 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.
Sincerely,
/s/Thomas B. Winmill
Thomas B. Winmill,
General Counsel
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