PERRITT CAPITAL GROWTH FUND INC
N-30D, 1996-01-23
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                  PERRITT CAPITAL GROWTH FUND

            A no-load mutual fund that invests in a 
             portfolio of common stocks of smaller,
                   rapidly growing companies

                        ANNUAL REPORT
                      ----------------
                      October 31, 1995

                No Sales Charges

                  No Redemption Charges

                    No 12b-1 Fees

                      Minimum Initial Investment $1,000

                        IRA Minimum Initial Investment $250

                          Dividend Reinvestment Plan

                            Systematic Withdrawal Plan

                              Automatic Investment Plan

                                Retirement Plans Including:

                                  IRA        Keogh

                                     SEP        403(b)

   For assistance with your existing account,  call our Shareholder 
   Service Center at:
                         1-800-338-1579


  Board of Directors               Independent Accountants        
  David Maglich                    Checkers, Simon & Rosner LLP   
  Gerald W. Perritt                One South Wacker Drive      
  Dianne C. Click                  Chicago, IL 60606
        
  Custodian, Transfer Agent and    Investment Advisor
  Dividend Disbursing Agent        Perritt Capital Management     
  Firstar Trust Company            680 N. Lake Shore Drive, #2038
  PO Box 701                       Chicago, IL  60611
  Milwaukee, WI  53201-0701        (312) 649-6940

  Legal Counsel                    This report is authorized for
  Foley & Lardner                  distribution only to   
  777 East Wisconsin Avenue        shareholders and others who    
  Milwaukee, WI 53202              have received a copy of the    
                                   prospectus of the Perritt      
                                   Capital Growth Fund, Inc.
Dear Fellow Shareholders:

So far, 1995 has treated investors very well.  The upward trend in
interest rates that plagued the stock market during 1994 came to a
halt near year-end, and bond prices have been rising during most of
this year.  In July, the Federal Reserve lowered short-term
interest rates for the first time in nearly two years, and stock
prices took their cue from the bond market.  During the past 12
months (ending October 31, 1995), your fund returned 25.6 percent
versus 16.9 percent for the Russell 2000 Index, a commonly used
measure of small firm stock performance.  This is the second
consecutive year that the Perritt Capital Growth Fund returned more
than this small-cap Index.  

At fiscal year-end, approximately 20 percent of the fund's
investments were concentrated in so-called "high tech" industries,
such as electronics and semiconductor equipment, telecommunications
and computer software.  Most notable by their absence were stocks
in the banking and utility sectors.  Even so, the fund continues to
follow a value-oriented investment strategy.  Our focus is
primarily on the shares of growing companies with market values of
equity below $150 million.  These are the true small-cap stocks of
academic literature describing the so-called "small firm effect." 
When making individual investment selections from the group of
approximately 2,000 publicly traded small-cap stocks with equity
capitalizations below $150 million, we seek the common stocks of
companies that are trading at a reasonable price-earnings multiple
relative to their future growth prospects.  In general, we prefer
to pay a price-earnings multiple (based on year-ahead per share
earnings) that is less than a company's long-term annual growth
rate.  

During the last few months, we have trimmed our investment in
so-called "high-tech" companies and have added to our investments
in the stocks of companies with much more reasonable price-earnings
ratios. In addition, we have been seeking value-priced stocks in
the health care and medical products industries. Despite robust
growth, many firms in these industries have been spending heavily
on research and development, and future revenue and earnings growth
could be one of the pleasant stock market surprises during the next
year or two.

Small-cap stocks in general have performed very well during the
last 12 months, and the future for this sector of the market
appears to be bright.  Domestic GDP growth has slowed to a
sustainable level preferred by the Federal Reserve Board.  Should
our modest growth expectations be realized, we expect the Fed to
ease its recent restrictive monetary policy.  That could bode well
for interest rates.  These are precisely the financial and economic
conditions that tend to treat small companies well.  Although it is
impossible to predict the future with a high degree of accuracy
(and past returns are not a reliable indicator of future results),
we believe that small-cap stocks will continue to perform well in
the near future.
Although we have noted growing pockets of negativism regarding
near-term prospects for the stock market and the U.S. economy, we
continue to believe that the American capitalist system is the most
powerful economic force on earth.  We are proud of America's world
leadership in promoting democracy, human rights and the maintenance
of free markets.  And we are confident that investors will continue
to be well-rewarded by their participation in the American capital
markets.

Portfolio Managers:  The Fund has been directed since inception by
Dr. Gerald W. Perritt.  Dr. Perritt received a doctorate in finance
and economics from the University of Kentucky.  He has taught
investments and finance at a number of colleges and universities
including: Babson College, the University of Miami, Florida
International University (where he served as Department Chairman),
Ball State University, and DePaul University (Chicago).  In
addition to his duties as portfolio manager of the Fund, Dr.
Perritt is editor of Investment Horizons, an investment newsletter
that focuses on small-cap stocks, and The Mutual Fund Letter, a
mutual fund investment newsletter.  He has authored several books
on investing, including Mutual Funds Made Easy, and has served as
a financial columnist for Forbes and Worth magazines.  Dr. Perritt
is assisted by Michael Corbett, a 1989 graduate of DePaul
University.

PERFORMANCE   Perritt Capital    Versus    Russell 2000 
                Growth Fund               Small Cap Index
              ---------------             ---------------
1988            $10,220                      $ 9,184
1989             10,604                       10,445    
1990              8,369                        7,412
1991             11,722                       11,537
1992             11,921                       12,406
1993             13,467                       16,165
1994             13,326                       15,906
1995             16,738                       18,478

There are several ways to evaluate a fund's historical performance. 
You can look at the total percentage change in value, the average
annual percentage change, or the growth of a hypothetical $10,000
investment.  Each performance figure includes changes in a fund's
share price, plus any reinvestment of any dividends (income) and
capital gains (profits the fund earns when is sells stocks that
have grown in value).

Cumulative Total Returns - Periods ended October 31, 1995        

                        Past 1 year   Past 5 years   Life of Fund
Perritt Capital Growth      25.60%        100.00%         67.38%
S&P 500 Index               24.14%         91.28%        115.24%
Russell 2000 Index          16.87%        149.28%         84.78%
CPI*                         2.70%         14.80%         31.48%

Cumulative total returns reflect the fund's actual performance over
a set period - in this case, since the fund began on April 11,
1988.  For example, if you invested $1,000 in a fund that had a 5%
return over one year you would end up with $1,050.  You can compare
the fund's returns to the S&P 500 - a common proxy for the U.S.
stock market.  You can also compare them to the Russell 2000, which
currently reflects the smallest 2000 companies in the U.S. stock
market.  Both benchmarks include reinvested dividends and capital
gains, if any, and exclude the effect of sales charges.  Comparing
the fund's performance to the consumer price index helps show how
your investment did compared to inflation*.

Average Annual Total Return - Periods ended October 31, 1995     

                        Past 1 year   Past 5 years   Life of Fund
Perritt Capital Growth      25.60%         14.87%          7.05%
S&P 500 Index               24.14%         13.87%         10.67%
Russell 2000 Index          16.87%         20.04%          8.46%
CPI*                         2.70%          2.80%          3.69%

Average annual total returns take the fund's actual (or cumulative)
returns and show you what would have happened if the fund had
performed at a constant rate each year.

    Total returns and yields are based on past results 
     and are not an indication of future performance.
STATEMENT OF NET ASSETS
October 31, 1995

Shares                                         Market Value 
- ------                                         ------------
COMMON STOCKS - 98.6% (a)
       Building Materials - 3.9%
14,000      Bayou Steel*                           $ 63,000     
 6,000      Central Sprinkler*                      198,000     
                                                   --------
                                                    261,000     
       Business Service - 8.1%
 5,500      Brandon Systems                          99,000     
 6,900      McGrath Rentcorp                        120,750     
18,000      Pomeroy Computer Resources*             324,000     
                                                   --------
                                                    543,750     
       Capital Good - 5.7%
11,000      ECC International*                      112,750     
 4,000      Lindsay Manufacturing*                  141,000     
 4,500      MTS Systems                             127,125     
                                                   --------
                                                    380,875     
       Chemicals and Related Products - 3.5%
 6,200      AEP Industries                          139,500     
 6,000      Aceto                                    96,000     
                                                   --------
                                                    235,500     
       Consumer Product - 10.0%
 8,000      Allou Health & Beauty*                   47,500     
 7,000      Boston Acoustics                        148,750     
11,300      Craftmade International                  94,637     
 6,000      Custom Chrome*                          150,750     
10,100      Dixie Yarns*                             49,238     
 7,300      Forschner*                               84,863     
10,400      Jean Philippe*                           96,200     
                                                   --------
                                                    671,938    

       Electronics and Semi-Conductor Equipment - 10.9%
 4,000      Cohu                                    123,000    
10,000      Computer Products*                      116,250     
 4,000      Cornerstone Imaging*                     90,000     
11,500      Ikos Systems*                           135,125     
 6,000      STM Wireless*                           102,000     
 9,000      Tridex*                                  70,875     
 6,400      VERSA                                    99,200     
                                                   --------
                                                    736,450    
       Energy - 3.1%
 8,000      Patterson Energy*                       104,500     
 8,000      St. Mary Land & Exploration             107,000     
                                                   --------
                                                    211,500     
STATEMENT OF NET ASSETS (continued)       

Shares                                         Market Value 
- ------                                         ------------
       Environmental Services - 8.2% 
 7,100      Andros*                                 122,475     
16,000      EMCON Associates*                        64,000     
 7,500      Groundwater Technology*                 105,000     
10,000      Met-Pro                                 141,250     
 7,000      Osmonics*                               119,000     
                                                   --------
                                                    551,725    
       Food - 4.3%
 8,200      Goodmark Foods                          151,700     
 8,100      Worthington Foods                       135,675     
                                                   --------
                                                    287,375
       Hospital Supplies & Services - 11.6%
12,800      Gish Biomedical*                        108,800     
 8,100      Medex*                                   89,100     
 6,000      Minntech                                121,500     
12,000      Professional Sports Care Management*     66,000     
 9,300      RehabCare Group*                        130,200     
 8,700      Tranzonic                               127,237     
10,100      Utah Medical*                           138,875     
                                                   --------
                                                    781,712    
       Leisure - 6.8%
10,000      Aldila*                                  44,375     
 9,450      Casino Data Systems*                    153,562     
 4,400      Johnson Worldwide A*                    102,300     
 8,000      Shufflemaster*                           98,000     
10,000      Topps                                    61,250     
                                                   --------
                                                    459,487     
       Military Equipment - 1.4% 
15,000      Engineering Support                      97,500     
 
       Minerals & Resources - 4.6%
 5,000      Florida Rock                            135,000     
 6,000      Green (A.P.) Industries                 118,500     
 4,000      Oil-Dri                                  56,500     
                                                   --------
                                                    310,000     
       Retail - 5.2%
 2,500      Eastbay                                  53,125     
12,000      Genovese Drug Stores                    118,500     
 5,000      Hometown Buffet*                         65,625     
 7,700      Republic Automotive Parts*              111,650     
                                                   --------
                                                    348,900

STATEMENT OF NET ASSETS (continued)       

Shares                                         Market Value 
- ------                                         ------------     
       Software - 6.7%
 4,100      Analysts International                  121,463     
 8,000      Barra*                                  118,000     
 5,000      Rainbow Technologies*                   105,625     
13,000      TRO Learning*                           102,375     
                                                   --------
                                                    447,463     
       Telecommunications - 1.9%
 6,000      Centigram Communications*               126,750     
 
       Transportation - 2.7%
12,866      Frozen Food Express                     114,186     
 4,000      Marten Transport*                        70,000     
                                                   --------
                                                    184,186     
                                                   --------

       Total Common Stocks (Cost $5,546,711)     $6,636,111    
                                                 ----------
 DEMAND NOTES - 1.1% (a)

   183      General Mills 5.46% due 03/05/96            183     
    14      Pitney Bowes 5.47% due 02/02/96              14     
73,368      Sara Lee 5.45% due 11/09/95              73,368     
   166      Wisconsin Electric 5.51% due 05/24/96       166     
                                                 ----------       
                                                     
       Total Demand Notes (Cost $73,731)            $73,731    
                                                 ----------
       Total Investments (Cost $5,620,442)       $6,709,842    
                                                 ---------- 
       Cash and Receivables Net of
          Liabilities - 0.3% (a)                   $18,884
                                                 ----------
       TOTAL NET ASSETS

          (Equivalent to $14.17 per share
          based on 474,862 shares of             $6,728,726
          capital stocks outstanding.)           ==========

*Non-income producing security.
(a) Percentages for various classifications relate to total
net assets.

The accompanying notes to financial statements are an integral
part of this statement.

STATEMENT OF CHANGES IN NET ASSETS

                                      For the          For the
                                     Year Ended       Year Ended
OPERATIONS:                       October 31, 1995 October 31, 1994 
                                  ---------------- ----------------
Net investment loss................... $  (63,148)    $  (70,578)
Net realized gain on investments......  1,086,825        353,286
Net increased (decrease) in unrealized
  appreciation of investments.........    403,904       (332,198)
Increase (decrease) in net assets      -----------    -----------
  resulting from operation............  1,427,581        (49,490) 
                                       -----------    -----------
DISTRIBUTIONS TO SHAREHOLDERS:

Distributions from net investment 
  income..............................      ---           ---  
Distributions from net realized gains                            
  from investment transactions........   (309,908)      (304,322)
Decrease in net assets resulting from  -----------    ----------- 
  distributions.......................   (309,908)      (304,322)

CAPITAL SHARE TRANSACTIONS:
                                       -------------------------  
                      
Proceeds from shares issued (26,436   
  and 50,039 shares, respectively.....    326,407        623,454
Cost of shares redeemed (106,727 and  
  120,292 shares, respectively........ (1,294,217)    (1,486,212)
Reinvested dividends (27,070 and 
  23,427 shares, respectively)........    299,665        287,923 
Decrease in net assets derived from    -----------    -----------
  capital share transactions..........   (668,145)      (574,835)
                                       -----------    -----------
Total Increase (Decrease).............    449,528       (928,647)

NET ASSETS AT THE BEGINNING 
  OF THE PERIOD.......................  6,279,198      7,207,845 
                                       -----------    -----------
NET ASSETS AT THE END OF THE PERIOD
  (Including undistributed net
   investment loss of ($297,802) and
   ($234,654, respectively)........... $6,728,726     $6,279,198
                                      ===========================

       The accompanying notes to financial statements are 
       an integral part of this statement.
FINANCIAL HIGHLIGHTS
                                     Years ended October 31

                                 1995   1994   1993   1992  1991
Selected Per-Share Data

Net asset value, 
beginning of period......... $11.89 $12.54  $11.43 $11.36  $8.17
                             ------ ------- ------ ------- ------ 
Net investment income (loss)  (0.13) (0.13)  (0.14) (0.12) (0.02)

Net realized and unrealized
gain on investments.........   3.01   0.02    1.61   0.31   3.27
                             ------ ------- ------ ------- ------ 
Total from Investment 
Operations..................   2.88  (0.11)   1.47   0.19   3.25
                             ------ ------- ------ ------- ------ 
Less Distributions:
  From net investment income    -      -     (0.08)   -    (0.06)
  From net realized gains...  (0.60) (0.54)  (0.28) (0.12)   -   
                             ------ ------- ------ ------- ------ 
  Total Distributions.......  (0.60) (0.54)  (0.36) (0.12) (0.06)
                             ------ ------- ------ ------- ------ 
Net asset value, 
end of period............... $14.17 $11.89  $12.54 $11.43 $11.36  
  

                             ====== ======  ====== ====== ======
                            
Total Return................  25.60% (1.05%) 12.97%  1.70% 40.06%


Ratios and Supplemental Data

Net assets, end of period 
(in thousands)..............  $6,729 $6,279  $7,208 $6,942 $6,183

Ratio of expenses to 
average net assets..........   2.07%  2.00%   1.96%  2.31%  2.50%

Ratio of net investment income 
to average net assets.......  (1.0%) (1.0%)  (1.1%) (1.1%) (0.2%)

Portfolio turnover rate       67.4%  39.2%   34.6%  24.4%  37.4%



       The accompanying notes to financial statements are 
       an integral part of this statement.
STATEMENT OF OPERATIONS
                                                For the
                                              Year ended
                                            October 31, 1995
INCOME:

        Dividend.............................   $44,469
        Interest.............................    11,477
        Other................................    11,825
                                                -------
        Total income.........................    67,771
                                                -------

EXPENSES:

        Management fees......................    44,174
        Legal fees...........................     3,480
        Administrative services..............    22,241
        Transfer agent fees..................    13,425
        Registration fees....................    15,435
        Printing and postage.................     5,370
        Custodian fees.......................     8,057
        Auditing.............................    13,500
        Directors and annual meeting.........     2,563
        Insurance............................     2,139
        Other expenses.......................       535 
                                                -------
               Total Expenses                   130,919 
                                                -------
               Net investment loss              (63,148)
                                                -------

NET REALIZED GAIN ON INVESTMENTS............. 1,086,825 
NET INCREASE IN UNREALIZED APPRECIATION
   OF INVESTMENTS............................   403,904
                                              ---------
NET GAIN ON INVESTMENTS...................... 1,490,729
NET INCREASE IN NET ASSETS RESULTING
   FROM OPERATIONS...........................$1,427,581
                                             ==========



       The accompanying notes to financial statements are 
       an integral part of this statement.
NOTES TO FINANCIAL STATEMENTS
October 31, 1995

The Perritt Capital Growth Fund, Inc. (the "Fund") is registered
under the Investment Company Act of 1940 as a diversified, open-end
investment company.

1. Summary of Significant Accounting Policies -

   The following is a summary of significant accounting policies  
   of the Fund:

   a. Each security, excluding demand notes, is valued at the     
      last sale price reported by the principal security exchange 
      on which the issue is traded, or if no sale is reported,    
      the mean between the latest bid and ask price.  Securities  
      which are traded over-the-counter are valued at the mean    
      between the latest bid and ask price if no sale was         
      effected. Demand notes are valued at cost which             
      approximates quoted market value.  Investment transactions  
      are recorded no later than the first business day after the 
      trade date.  Cost amounts, as reported on the statement of  
      net assets, are the same for federal income tax purposes.   
      For the year ended October 31, 1995, purchases and sales of 
      investment securities (excluding demand notes) were         
      $4,255,960 and $5,113,839 respectively.

   b. Net realized gains and losses on securities were computed   
      using first-in , first-out basis.

   c. Provision has not been made for federal income tax since    
      the Fund has elected to be taxed as a "regulated investment 
      company" and intends to distribute substantially all income 
      to its shareholders and otherwise comply with the           
      provisions of the Internal Revenue Code applicable to       
      regulated investment companies.  The Fund will distribute   
      approximately $439,517 as ordinary income dividend          
      distributions and $584,161 as capital gain dividend         
      distributions.

   d. Dividends to shareholders are recorded on the ex-dividend   
      date.

   e. Dividend income is recognized on the ex-dividend date, and  
      interest income is recognized on the accrual basis.         
      Discounts and premiums on securities purchased are          
      amortized over the life of the respective securities.

NOTES TO FINANCIAL STATEMENTS (continued)
October 31, 1995

2. Investment Advisor and Management Agreement and Transactions   
   With Related Parties -

   The Fund has a management agreement with Perritt Capital       
   Management, Inc. ("PCM) (formerly Perritt Investments, Inc.),  
   with whom certain officers of the Fund are affiliated, to serve 
   as investment advisor and manager.  Under the terms of the     
   agreement, the Fund will pay PCM a monthly management fee at
the 
   annual rate of 0.7% of the daily net assets of the Fund. 

   This agreement requires the advisor to reimburse the Fund in   
   the event that the expenses of the Fund in any fiscal year     
   exceed that percentage of the average net asset value of the   
   Fund which is the most restrictive percentage provided by the  
   state laws of the various states in which the Fund's common    
   stock is qualified for sale.  The most restrictive percentage  
   limitation (which applies only to the reimbursement of         
   management fees) applicable to the Fund is 2 1/2% of the       
   average net asset value up to $30,000,000, 2% of the average   
   net asset value of the next $70,000,000, and 1 1/2% of the     
   average net asset value in excess of $100,000,000. 

3. Related Parties -

   As of October 31, 1995, liabilities of the Fund included       
   accrued operating expenses of $4,016 payable to Perritt        
   Capital Management, Inc.
  
4. Sources of Net Assets -

   As of October 31, 1995, the sources of net assets were as      
   follows:

      Fund shares issued and outstanding.......... $4,723,556
      Unrealized appreciation of investments......  1,089,400
      Accumulated net realized gain on investments  1,213,572
      Undistributed net investment loss...........   (297,802)
                                                   -----------
      Total....................................... $6,728,726
                                                   ===========
   Aggregate net unrealized appreciation as of October 31, 1995   
   consisted of the following:

      Aggregate gross unrealized appreciation.....  1,446,507
      Aggregate gross unrealized depreciation.....   (357,107)
                                                   -----------
      Net unrealized appreciation................. $1,089,400     
                                                   ===========
   As of October 31, 1995, there were 20,000,000 shares of $0.01  
   par value capital stock authorized.

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS:

To the Shareholders and Board of Directors of the Perritt Capital
Growth Fund, Inc.:

We have audited the accompanying statement of net assets of the
Perritt Capital Growth Fund, Inc. (a Maryland corporation) as of
October 31, 1995, the related statement of operations for the year
then ended, the statements of changes in net assets for each of the
two years in the period then ended and the financial highlights for
each of the five years in the period then ended.  These financial
statements and financial highlights are the responsibility of the
Fund's management.  Our responsibility is to express an opinion on
these financial statements and financial highlights based on our
audits.

We conducted our audit in accordance with generally accepted
auditing standards.  Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements and financial highlights are free of material
misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial
statements.  Our procedures included confirmation of securities
owned as of October 31, 1995 by correspondence with the custodian
and brokers.  An audit also includes assessing the accounting
principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation. 
We believe that our audits provide a reasonable basis for our
opinion.

In our opinion, the financial statements and financial highlights
referred to above present fairly, in all material respects, the
financial position of the Perritt Capital Growth Fund, Inc. as of
October 31, 1995, the results of its operations for the year then
ended, the changes in its net assets for each of the two years in
the period then ended and the financial highlights for each of the
five years in the period then ended in conformity with generally
accepted accounting principles.

CHECKERS, SIMON & ROSNER LLP
Chicago, Illinois
December 21, 1995




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