November 20, 1995
Rule 24f-2 Notice for Seligman New Jersey Tax-Exempt Fund, Inc.
Securities and Exchange Commission
Division of Investment Management
450 Fifth Street, N.W.
Washington, D.C. 20549
Attention: Division of Investment Management
File No. 33-13401
Dear Sirs:
Seligman New Jersey Tax-Exempt Fund, Inc. hereby provides the following
information with respect to sales of its capital stock pursuant to Rule 24f-2
under the Investment Company Act of 1940:
1. Fiscal year for which notice is filed: September 30, 1995.
2. Number of shares registered under the Securities Act of 1933 other than
pursuant to Rule 24f-2 which remained unsold at the beginning of such fiscal
year: -0-
3. Number of shares registered during such fiscal year other than pursuant
to Rule 24f-2: -0-
4. Number of shares sold during such fiscal year: 1,126,360 (a).
<PAGE>
Securities and Exchange Commission November 20, 1995
Division of Investment Management
- 2 -
5. Number of shares sold during such fiscal year in reliance upon
registration pursuant to Rule 24f-2: Same as item 4.
A filing fee of $40.43 is enclosed as is the opinion of counsel required by
Rule 24f-2.
Very truly yours,
Seligman New Jersey Tax-Exempt Fund, Inc.
Thomas G. Rose
By ____________________
Thomas G. Rose
Treasurer
Enclosure
_________________________
(a) The Following is a calculation of the fee payable pursuant to paragraph
(c) of Rule 24f-2:
Fiscal Year ended 9/30/95
Class A Class D
Aggregate sales price of shares
sold pursuant to Rule 24f-2 $7,940,893 $479,273
Aggregate redemption or repurchase
price of shares redeemed or
purchased during previous fiscal year (12,930,150) (362,095)
Aggregate redemption or repurchase
price of shares previously applied
pursuant to Rule 24e-2(a) - -
Total ($4,989,257) $117,178
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Fee (Total X .000345) $0.00 $40.43
<PAGE>
SELIGMAN NEW JERSEY TAX-EXEMPT FUND, INC.
The undersigned, Treasurer of Seligman New Jersey Tax-Exempt Fund, Inc., a
Maryland corporation (the "Company"), does hereby certify as follows:
1. From October 1, 1994 through September 30, 1995, the Company issued an
aggregate of 1,126,360 shares of its Capital Stock, $0.001 par value.
2. In respect of the issuance of such 1,126,360 shares, the Company
received aggregate cash consideration (net of any sales commissions) of
$8,265,934.
3. With respect to each share issued, the Company received cash
consideration not less than its net asset value per share on the date issued and
not less than $0.001.
4. At no time during the period from October 1, 1994 through September 30,
1995 were there more than 50,000,000 shares of the Company's Capital Stock
issued and outstanding.
In Witness Thereof, I have hereunto signed my name as Treasurer of the
Company.
Date: October 11, 1995
Thomas G. Rose
________________________
Thomas G. Rose
Treasurer
SULLIVAN & CROMWELL
NEW YORK TELEPHONE: (212) 558-4000
TELEX: 62694 (INTERNATIONAL) 127816 (DOMESTIC)
125 Broad Street, New York 10004-2498
CABLE ADDRESS: LADYCOURT, NEW YORK
FACSIMILE: (212) 558-3588 (125 Broad Street)
250 PARK AVENUE, NEW YORK 10177-0021
(212) 558-3792 (250 Park Avenue)
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
GLOUCESTER TOWER, 11 PEDDER STREET, HONG KONG
November 20, 1995
Seligman New Jersey Tax-Exempt Fund, 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 1,126,360 shares of Capital Stock, $0.001 par value, of Seligman
New Jersey Tax-Exempt Fund, Inc. (the "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 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 Securit Act of 1933.
Very truly yours,
SULLIVAN & CROMWELL
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SULLIVAN & CROMWELL
