March 17, 1998
VIA EDGAR SYSTEM
Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, DC 20549
Re: Perritt MicroCap Opportunities Fund, Inc.
File Nos. 33-16812 and 811-05308
Rule 497(j) Certification
Ladies & Gentlemen:
The undersigned officer of Perritt MicroCap Opportunities Fund,
Inc. (the "Fund ") does hereby certify pursuant to Rule 497(j) promulgated
under the Securities Act of 1933, as amended:
1. that the form of prospectus and statement of additional
information that would have been filed under paragraph (c) of Rule 497
promulgated under the Securities Act of 1933, as amended, would not have
differed from that contained in Post-Effective Amendment No. 11 to Form N-
1A Registration Statement filed by the Fund on February 27, 1998, which is
the most recent amendment to such registration statement; and
2. that the text of Post-Effective Amendment No. 11 was filed
with the Securities and Exchange Commission by direct transmittal through
the EDGAR system on February 27, 1998.
Very truly yours,
PERRITT MICROCAP OPPORTUNITIES FUND, INC.
By: /s/ Michael J Corbett
Michael J. Corbett
Vice President
