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 Pennsylvania Municipal Fund, Inc.
100 Park Avenue
New York, NY 10017
2. Name of each series or class of funds for which this notice is filed:
Seligman Pennsylvania Municipal Fund, Inc. - Class A
Seligman Pennsylvania Municipal Fund, Inc. - Class D
3. Investment Company Act File Number: 811-4666
Securities Act File Number: 33-5793
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 fisca
year:
SHARES SALE PRICE
250,061 1,994,493
<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
250,061 1,994,493
11. Number and aggregate sale price of securities issued during the fiscal
year in connection with dividend reinvestment plans, if applicable:
SHARES SALE PRICE
141,204 1,104,449
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): $ 1,994,493
(ii) Aggregate price of shares issued in connection with dividend
reinvestment plans (from Item 11): + 1,104,449
(iii) Aggregate price of shares redeemed or repurchased during the fiscal year
(if applicable): - 3,098,942
(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)
BY: Thomas G. Rose
Thomas G. Rose
Treasurer
Date: November 26, 1996
<PAGE>
SELIGMAN PENNSYLVANIA MUNICIPAL FUND, INC.
The undersigned, Treasurer of Seligman Pennsylvania Municipal Fund,
Inc., an un-incorporated business trust under the laws of Pennsylvania (the
"Company"), does hereby certify as follows:
1. From October 1, 1995 through September 30, 1996, the Company issued
an aggregate of 391,265 shares of Beneficial Interest, $0.001 par
value.
2. In respect of the issuance of such 391,265 shares, the Company
received aggregate cash consideration (net of any sales commissions)
of $3,070,199.
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.
4. The Declaration of Trust permits the Trustees to issue unlimited
number of full and fractional shares of Beneficial Interest, par
value.
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 Pennsylvania Municipal Fund Series
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 391,265 shares of Beneficial Interest, $0.001 par value, of
Seligman Pennsylvania Municipal Fund Series.
As your counsel, we are familiar with your organization and corporate
status and validity of your shares of beneficial interest. In that connection,
we have relied upon the opinion of Ballard, Spahr, Andrews & Ingersoll, dated
November 11, 1996, as to all matters under the laws of the Commonwealth of
Pennsylvania.
We advise you that, in our opinion, the Shares are legally and validly
issued, fully paid and nonassessable.
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
