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 Portfolios, Inc.
100 Park Avenue
New York, NY 10017
2. Name of each series or class of funds for which this notice is filed:
See Attachment I
3. Investment Company Act File Number: 811-5221
Securities Act File Number: 33-15253
4. Last day of fiscal year for which this notice is filed: 12/31/96
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 fiscal
year:
SHARES SALE PRICE
24,286,316 116,286,288
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Securities and Exchange Commission February 20, 1997
Division of Investment Management
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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
24,286,316 116,286,288
11. Number and aggregate sale price of securities issued during the fiscal
year in connection with dividend reinvestment plans, if applicable:
SHARES SALE PRICE
1,383,491 13,316,621
12. Calculation of registration fee:
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<CAPTION>
<S> <C>
(i) Aggregate sale price of securities sold during the fiscal year in
reliance on rule 24f-2 (from Item 10): $ 116,286,288
(ii) Aggregate price of shares issued in connection with dividend
reinvestment plans (from Item 11): + 13,316,621
(iii) Aggregate price of shares redeemed or repurchased during the fiscal year
(if applicable): - 52,325,147
(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), 77,277,762
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)}:
$ 26,660.83
</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:
February 19, 1997
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/_____________
Thomas G. Rose
Treasurer
Date: February 20, 1997
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SELIGMAN PORTFOLIOS, INC.
FORM 24F-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2
Attachment I
Name of each series or class of funds for which this notice is filed:
Seligman Bond Portfolio
Seligman Capital Portfolio
Seligman Cash Management Portfolio
Seligman Common Stock Portfolio
Seligman Communications & Information Portfolio Seligman Frontier Portfolio
Seligman Henderson Global Growth Opportunities Portfolio Seligman Henderson
Global Smaller Companies Portfolio Seligman Henderson Global Technology
Portfolio Seligman Henderson International Portfolio Seligman High-Yield Bond
Portfolio Seligman Income Portfolio
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SELIGMAN PORTFOLIOS, INC.
The undersigned, Treasurer of Seligman Municipal Fund Series, Inc., a
Maryland corporation (the "Company"), does hereby certify as follows:
1. From January 1, 1996 through December 31, 1996, the Company issued an
aggregate of 25,669,807 shares of its Capital Stock, $0.001 par value as
follows:
Seligman Bond Portfolio 241,582
Seligman Capital Portfolio 427,254
Seligman Cash Management Portfolio 17,434,155
Seligman Common Stock Portfolio 1,004,466
Seligman Communications & Information Portfolio 2,058,865
Seligman Frontier Portfolio 1,371,324
Seligman Henderson Global Growth Opportunities Portfolio 173,937
Seligman Henderson Global Smaller Companies Portfolio 969,218
Seligman Henderson Global Technology Portfolio 151,992
Seligman Henderson International Portfolio 329,110
Seligman High-Yield Bond Portfolio 954,984
Seligman Income Portfolio 552,920
2. In respect of the issuance of such 25,669,807 shares, the Company
received aggregate cash consideration (net of any sales commissions) of
$129,602,909 as follows:
Seligman Bond Portfolio 2,447,433
Seligman Capital Portfolio 7,010,507
Seligman Cash Management Portfolio 17,434,155
Seligman Common Stock Portfolio 16,759,559
Seligman Communications & Information Portfolio 27,653,569
Seligman Frontier Portfolio 21,284,901
Seligman Henderson Global Growth Opportunities Portfolio 1,709,207
Seligman Henderson Global Smaller Companies Portfolio 12,933,208
Seligman Henderson Global Technology Portfolio 1,494,679
Seligman Henderson International Portfolio 4,226,300
Seligman High-Yield Bond Portfolio 10,676,512
Seligman Income Portfolio 5,972,879
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.
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4. At no time during the period from January 1, 1996 through December
31, 1996, were any shares of the Company's Capital Stock issued and outstanding
in excess of the following numbers of authorized shares:
Seligman Bond Portfolio 80,000,000
Seligman Capital Portfolio 80,000,000
Seligman Cash Management Portfolio 100,000,000
Seligman Common Stock Portfolio 100,000,000
Seligman Communications & Information Portfolio 100,000,000
Seligman Frontier Portfolio 100,000,000
Seligman Henderson Global Growth Opportunities Portfolio 20,000,000
Seligman Henderson Global Smaller Companies Portfolio 100,000,000
Seligman Henderson Global Technology Portfolio 20,000,000
Seligman Henderson International Portfolio 100,000,000
Seligman High-Yield Bond Portfolio 100,000,000
Seligman Income Portfolio 100,000,000
In Witness Whereof, I have hereunto signed my name as Treasurer of the
Company.
Date: January 23, 1997
/s/---------------------
Thomas G. Rose
Treasurer
February 18, 1997
Seligman Portfolios, 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 your Capital Stock, $0.001 par value (the "Shares"),
as follows: 241,582 shares of Capital Stock of your Seligman Bond Portfolio (the
"Bond Shares"); 427,254 shares of Capital Stock of your Seligman Capital
Portfolio (the "Capital Shares"); 17,434,155 shares of Capital Stock of your
Seligman Cash Management Portfolio (the "Cash Management Shares"); 1,004,466
shares of Capital Stock of your Seligman Common Stock Portfolio (the "Common
Stock Shares"); 2,058,865 shares of Capital Stock of your Seligman Communication
and Information Portfolio (the "Communication and Information Shares");
1,371,324 shares of Capital Stock of your Seligman Frontier Portfolio (the
"Frontier Shares"); 173,937 shares of Capital Stock of your Seligman Henderson
Global Growth Opportunities Portfolio (the "Henderson Global Growth
Opportunities Shares"); 969,218 shares of Capital Stock of your Seligman
Henderson Global Smaller Companies Portfolio (the "Henderson Global Smaller
Companies Shares"); 151,992 shares of Capital Stock of your Seligman Henderson
Global Technology Portfolio (the "Henderson Global Technology Shares"); 329,110
shares of Capital Stock of your Seligman Henderson International Portfolio (the
"Henderson International Shares"); 954,984 shares of Capital Stock of your
Seligman High-Yield Bond Portfolio (the "High-Yield Bond Shares") and 552,920
shares of Capital Stock of your Seligman Income Portfolio (the "Income 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 Bond Shares, the
Capital Shares, the Cash Management Shares, the Common Stock Shares, the
Communication and Information Shares, the Frontier Shares, the Henderson Global
Growth Opportunities Shares, the Henderson Global Smaller Companies Shares, the
Henderson Global Technology Shares, the Henderson International Shares, the
High-Yield Bond Shares and the Income 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 Securities Act of 1933.
Very truly yours,
SULLIVAN & CROMWELL
