_________________
RULE 24f-2 NOTICE
FOR PERRITT CAPITAL
GROWTH FUND, INC.
(File No. 33-16812)
December 26, 1996
Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, D.C. 20549
Re: Rule 24f-2 Notice for Perritt Capital Growth Fund,
Inc., File Number 33-16812
Gentlemen:
Pursuant to Rule 24f-2 under the Investment Company Act
of 1940, the undersigned submits the following Rule 24f-2 Notice:
(1) This Rule 24f-2 Notice is filed for the fiscal year
ended October 31, 1996.
(2) - (3) No securities of the undersigned have ever been
registered under the Securities Act of 1933 other than pursuant to
Rule 24f-2.
(4) - (5) The amount of Common Stock, $.01 par value,
sold pursuant to Rule 24f-2 during the fiscal year ended October
31, 1996, was $2,535,476.68 based on the actual aggregate sales
price for such securities. The amount of Common Stock, $.01 par
value, redeemed pursuant to Rule 24f-2 during the fiscal year ended
October 31, 1996, was $1,412,289.65 based on the actual aggregate
redemption price for such securities.
Pursuant to Rule 24f-2(c) a check made payable to the
Securities and Exchange Commission in the amount of $340.33, which
represents the fee pursuant to Section 6(b) of the Securities Act
of 1993 (.000303 x $1,123,207.03, which is the difference between
the aggregate sales less the aggregate redemptions), has been
enclosed.
Very truly yours,
PERRITT CAPITAL GROWTH FUND, INC.
By:______________________________
Allison Hearst, Secretary
PERRITT CAPITAL GROWTH FUND, INC.
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CERTIFICATE
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The undersigned, being the duly elected, qualified and
acting Secretary of Perritt Capital Growth Fund, Inc., a Maryland
corporation, hereby certifies that each share of Perritt Capital
Growth Fund, Inc. common stock, $0.01 par value per share, sold by
Perritt Capital Growth Fund, Inc. in the fiscal year ended October
31, 1996 were sold for the consideration not less than the par
value thereof
IN WITNESS WHEREOF, this Certificate has been executed
and is dated as of this 26th day of December 1996.
______________________________
Allison Hearst - Secretary
Foley & Lardner
Attorneys at Law
Firstar Center
777 East Wisconsin Avenue
Milwaukee, Wisconsin 53202-5367
Telephone (414) 271-2400
December 26, 1996
Perritt Capital Growth Fund, Inc.
120 S. Riverside Plaza Suite 1745
Chicago, IL 60606
Gentlemen:
We have acted as counsel for you in connection with the
preparation of a Registration Statement on Form N-1A and amendments
thereto relating to the sale by you of an indefinite amount of
Perritt Capital Growth Fund, Inc. ("Fund") Common Stock, $.01 par
value (such Common Stock being hereinafter referred to as the
"Stock"), in the manner set forth in the Registration Statement.
In this connection we have examined: (a) the Registration Statement
of Form N-1A and all amendments thereto; (b) the Rule 24f-2 Notice
for the fiscal year ended October 31, 1996 dated December 26,
1996;
(c) corporate proceedings relative to the authorization for the
issuance of shares of the Stock; and (d) such other proceedings,
documents and records as we deem necessary to enable us to render
this opinion.
Based on the foregoing, we are of the opinion that the
shares of Stock sold in the fiscal year ended October 31, 1996, in
reliance upon registration pursuant to Rule 24f-2 under the
Investment Company Act of 1940 and in manner set forth in the
Registration Statement, were legally issued, fully paid and
nonassessable. We have not examined the stock register books of
the Fund. In opining that the shares of Stock sold in the fiscal
year ended October 31, 1996 were fully paid, we have relied upon
the certificate of an officer of the Fund as to the consideration
received for such shares.
Very truly yours,
FOLEY & LARDNER
