PERRITT MICROCAP OPPORTUNITIES FUND INC
N-30D, 1998-12-28
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                Annual Report Perritt MicroCap Opportunities Fund








                                  Annual Report



                    PERRITT MICROCAP OPPORTUNITIES FUND, INC.






                              A No-load mutual fund

                               that invests in the

                                stocks of rapidly

                                growing companies

                                that at the time

                                of purchase have

                              equity market values

                               below $300 million.






                   Formerly Perritt Capital Growth Fund, Inc.

                                October 31, 1998


                                     PERRITT

                        MICROCAP OPPORTUNITIES FUND, INC.

                                No Sales Charges*

                              No Redemption Charges

                                  No 12b-1 Fees

                        Minimum Initial Investment $1,000

                       IRA Minimum Initial Investment $250

<PAGE>

                           Dividend Reinvestment Plan

                           Systematic Withdrawal Plan

                            Automatic Investment Plan

                           Retirement Plans Including:

                        IRA        Keogh
                        SEP        Roth IRA
                        403(b)     Education IRA
                                    *- 2% percent redemption fee for shares held
                                   less than 90 days

President's Message

After three consecutive  years,  during which the return of the Perritt MicroCap
Opportunities  Fund  topped  that of the  Russell  2000  Index,  the Fund took a
breather in fiscal 1998.  During the twelve months ending  October 31, 1998, the
Fund posted a loss of 23.8%  versus a 19.0%  decline in the Russell  2000 Index.
Thus,  the Fund's  return  failed to top that of the Russell  2000 Index for the
first time in the last five fiscal years. The underperformance was the result of
several   variables.   First,  the  composition  of  the  Fund's  portfolio  was
significantly  different  from that of the Russell 2000 Index.  The companies in
which the Fund invests are  significantly  smaller than Russell 2000  companies,
and the industry  allocations  of the fund  differed  markedly from those in the
Russell 2000 Index. Second, the Russell 2000 Index is an unmanaged portfolio and
its returns do not include  transactions  costs,  management fees, and operating
expenses.  Finally,  the Fund experienced  significant  shareholder  redemptions
during the year. These outflows followed significant cash inflows late in fiscal
1997. As a result of the  significant  cash  outflows,  management was forced to
liquidate  investments  made only a few months  earlier.  Although  difficult to
quantify,  the purchase and subsequent  sale of securities  assuredly  increased
transactions costs, which reduced the Fund's total annual return.

At a special meeting of shareholders held in Chicago, Illinois, on April 20, the
Fund's  shareholders  overwhelmingly  approved the imposition of a 2% redemption
fee on shareholders  who redeem shares within 90 days of purchase.  The proceeds
from  this fee are  returned  to the Fund and  thus  are  shared  by the  Fund's
long-term shareholders.  The purpose of the redemption fee is not only to offset
the additional  trading costs that might be incurred when investors purchase and
redeem  shares  during a short period of time,  but it is a message to investors
who hop from one "hot" fund to another  that they are not welcome at the Perritt
MicroCap Opportunities Fund.

At fiscal year-end,  the portfolio  contained the common stocks of 49 companies,
down from 54 a year earlier. (The Fund's 10 largest holdings are described later
in this  report.)  During the year, we  liquidated  investments  in 22 companies
(five of which were  acquired  by or merged into other  companies)  and made new
investments in 17 companies.

The Fund's  portfolio  turnover  rate  declined to 24.0% from 83.1% the previous
fiscal year and the annual  expense  ratio  increased  from 1.52% to 1.81%.  The
increase in the annual expense ratio can be largely attributed to the decline in
the total net assets of the fund from  $24.8  million  at the  

<PAGE>

beginning of the fiscal year to $10.2 million at fiscal year end.  Approximately
$5 million of the decline in net assets can be attributed to a decline in prices
of the Fund's common stock  holdings.  The balance,  about $9 million,  resulted
from net shareholder redemptions.

The fiscal  year was a big  disappointment  for me, and I am sure it was for the
Fund's  long-term  shareholders.  First, the flood of new cash the Fund received
from share  purchases that occurred in September and October 1997 quickly flowed
out of the Fund during the next three months,  causing a significant increase in
Fund purchase and sale transactions,  and increased  transactions costs. Second,
small company stocks, and micro-cap stocks in particular, returned significantly
less than  large-cap  stocks.  Although  export sales account for a much smaller
percentage of total  revenues of tiny  companies  than is the case for America's
giant  multi-national  firms, the prices of small company stocks plummeted along
with those of large  companies  after the financial and economic crises in Asia,
Latin America, and Eastern Europe became apparent.

As a result of the sharp decline in the prices of small- and  micro-cap  stocks,
traditional   valuation   measures   such  as   price-earnings   multiples   and
price-to-sales  ratios are the lowest I have seen in many  years.  On a relative
valuation basis (to large-cap  stocks) small company stocks are as cheap as they
have been in the last quarter-century. Thus, I believe that small company stocks
are poised for a significant  rebound.  However, the future is far from certain.
There are many clouds overhanging the world's financial markets, and a financial
or economic storm could once again send stock prices reeling.  This said, I have
always been bullish on America, the American  capitalistic system and small firm
entrepreneurs.

Gerald W. Perritt

Portfolio Managers

The Fund is managed  by Dr.  Gerald W.  Perritt  (since  inception  in 1988) and
Michael  Corbett (since 1996).  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  and has  authored  several  books on
investing.  Mr.  Corbett joined the firm in 1990 as a research  analyst,  and is
currently   vice-president  of  Perritt  Capital  Management.   He  has  been  a
contributor to several investment  newsletters and is currently working toward a
Chartered Financial Analyst (CFA) designation.



Performance

Perritt MicroCap Opportunities Fund, Inc.
Versus Russell 2000 Index

                      Date        Perritt          Russell
                  10/31/88         10000            10000
                  10/31/89         10375            11487


<PAGE>

                  10/32/90         8189             8233
                  10/31/91        11469            12942
                  10/31/92        11664            14056
                  10/31/93        13177            18499
                  10/31/94        13039            18384
                  10/31/95        16377            21570
                  10/31/96        19416            25045
                  10/31/97        26395            32173
                  10/31/98        20107            28368

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 charges in a fund's share price, plus reinvestment of any dividends (or
income) and capital  gains (the profits the fund earns when it sells stocks that
have grown in value.)

Cumulative Total Returns

Periods ended October 31, 1998
                                             Past 1  Past 3    Past 5    Past 10
                                             Year    Years     Years     Years
Perritt MicroCap Opportunities Fund, Inc.   -23.83%   22.77%   52.58%    101.06%
Russell 2000 Index                          -19.02%   22.02%   54.57%    187.80%
DFA US 9/10 Small Company                   -18.70%   26.71%   68.49%    210.61%
CPI                                           1.49%    6.70%   12.58%     36.33%

Cumulative  total returns reflect the Fund's actual  performance over a set time
period. 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 Russell 2000 Index,  which currently reflects a popular measure of the stock
performance  of small  companies.  You can also  compare them to the DFA US 9/10
Small Company  Fund,  which is a small company index fund that is also used as a
common proxy for small company performance. Ibbotson Associates, a Chicago-based
research  firm,  uses this Index Fund as the best  benchmark  for small  company
performance.

Average Annual Total Returns

Periods ended October 31, 1998
                                             Past 1    Past 3   Past 5   Past 10
                                             Year      Years    Years    Years
Perritt MicroCap Opportunities Fund, Inc.   -23.83%    7.08%     8.82%     7.23%
Russell 2000 Index                          -19.02%    6.86%     9.10%    11.15%
DFA US 9/10 Small Company                   -18.70%    8.22%    11.01%    12.02%
CPI                                           1.49%    2.19%     2.39%    3.15%

Average annual total returns take the Fund's actual (or  cumulative)  return and
show you what 


<PAGE>

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.

What is a Micro-Cap Fund?
A  micro-cap  fund is one that  invests at least 65% of its assets in  micro-cap
stocks. But, what is a micro-cap stock? This question has a much longer answer.

The  definition  of  micro-cap  stock has its  roots in the  Ph.D.  dissertation
published by Rolf Banz in 1978.  This  University  of Chicago  graduate  student
found that the stocks of the smallest New York Stock Exchange  traded  companies
had been providing investors with excess risk-adjusted  returns (returns greater
than could be accounted for by risk alone) averaging nearly 6% annually for more
than a half century. Small company stocks were defined by Mr. Banz as those with
market  capitalizations  (i.e.,  share  price  multiplied  by  number  of shares
outstanding)  below that of the company that  separated  the top 80% of New York
Stock  Exchange  companies  from the bottom 20%,  when  ranked  from  largest to
smallest  based on equity  market  value.  In the late  1970s,  that firm had an
equity market value of about $60 million.

A host of other  researchers found that stocks with similar equity market values
that were traded  over-the-counter  and on the American Stock Exchange also were
providing extra risk-adjusted  returns.  This anomaly was ultimately dubbed "the
small firm effect."

The extra risk-adjusted returns uncovered by Mr. Banz and other researchers were
apparently  viewed as "just too good to pass up." During the decade of the 1980s
and early 1990s,  hundreds of small company  mutual funds began  offering  their
shares to the investing public.  However, not all of these so-called "small firm
funds" were investing in "small" companies encompassed by Mr. Banz's definition,
and for good reason. The "true" small firm segment of the stock market proved to
be much too small to  accommodate  the  appetites of small  company  funds.  For
example,  in the  early  1980s,  the  stocks  of about  2,000  public  companies
conformed to the original  definition of small firm stock (i.e.,  companies with
equity market values below that of the firm that  separated the top 80% from the
bottom  20% of New York  Stock  Exchange  stocks  when  ranked  from  largest to
smallest).  In the early 1980s, the aggregate market value of these 2,000 stocks
was approximately  $100 billion,  and about one-third of the outstanding  shares
were "closely held" (i.e., in the hands of company founders,  their families and
operating  management).  That left only about $67 billion for everyone  else. To
put this number in perspective,  the equity market value of Microsoft in October
1998 was approximately $290 billion.

In addition  to the size of market  problem,  mutual  funds faced their own size
problem. As investors poured billions of dollars into equity mutual funds, small
company  funds  found  themselves  squeezed  out of the  segment  of the  market
containing the stocks of the smallest  companies.  That's because of a rule that
limits a mutual fund's investment in a single company to no more than 5% of that
company's  outstanding shares. For example,  mutual funds could invest a maximum
of $2 million in a company with an equity  market value of $40 million.  Thus, a
mutual  fund with $500  million in assets  would have to spread its  investments
across at least 

<PAGE>

250  companies of this size.  Thus, as assets grew,  many small  company  mutual
funds began to invest the stocks of larger and larger companies.

The disparity in the size of companies in which small company  mutual funds were
investing  became  so  large,  that  it  became  difficult  to  make  meaningful
investment  return  comparisons  among "small company" funds.  Thus, some mutual
fund  trackers  began to separate the universe of small company funds into three
categories  based  on the size of the  company  in which  they  were  investing.
Generally,  these categories  include mid-cap,  small-cap,  and micro-cap funds.
Although  there  is no  widely  accepted  definition  of  each  of  these  three
categories,  generally  funds that invest in the stocks of companies with equity
market  values   between  $1  billion  and  $3  billion  get  the  mid-cap  fund
designation.  Those that invest in companies  with equity market values  between
$300 million and $1 billion fall into the small-cap  fund  category.  Those that
invest in the smallest  companies  (equity  market  values  below $300  million)
usually find themselves  placed into the micro-cap  category.  With its holdings
possessing  a median  market cap of under $100  million,  the  Perritt  MicroCap
Opportunities Fund falls squarely in micro-cap category.

www.perrittcap.com

Fund Updates on the Worldwide Web

A portion of the  Perritt  Capital  Management,  Inc.  website is devoted to the
Perritt  MicroCap  Opportunities  Fund, Inc. Every month,  the Fund's  portfolio
holdings are updated and  portfolio  managers Dr.  Gerald W. Perritt and Michael
Corbett comment on the financial markets and on changes in the Fund's portfolio.
In addition,  news and notes  regarding the Fund's  current  holdings are posted
every week so that Fund  shareholders can keep abreast of the factors  affecting
the  Fund's  performance.  Also  included  are the Fund's  annual and  quarterly
financial reports and an updated Fund prospectus.


                              Ten Largest Holdings

Barra (BARZ) develops,  markets,  and supports software and information services
that  analyze,  manage,  and trade  portfolios  of  equity,  fixed  income,  and
derivatives.  Its software and services are provided on a subscription  basis to
more than 1,400 clients in more than 33 countries, including portfolio managers,
fund  sponsors,  and pension  consultants.  Its Symphony Asset  Management  unit
manages  about  $2.4  billion  and has  been a  significant  contributor  to the
company's growth over the past two years.

Boston Acoustics  (BOSA) is a manufacturer of high  performance  speaker systems
for home, car and computer  environments.  Founded in 1979, the company recorded
its  nineteenth  consecutive  fiscal year of record  sales in 1998.  An industry
innovator,  the company began  supplying  high  performance  speaker  systems to
computer  manufacturer  Gateway  2000 in May  1997.  Co-founder  and CEO  Andrew
Kotsatos owns 29% of the company's 5.3 million common shares.

<PAGE>

Craftmade  International  (CRFT) is a  Texas-based  distributor  and marketer of
ceiling fans and related  products.  The company's  national sales  organization
markets  its  products  to more than  1,500  lighting  showroom  and  electrical
wholesalers, which sell to the new home construction, remodeling and replacement
markets.  The  company's  ceiling  fans,  bathstrip  lighting and light kits are
manufactured in Taiwan.

Interstate  National  Dealer (ISTN)  designs,  markets and  administers  service
contracts and warranties for new and used motor vehicles, recreational vehicles,
watercraft and motorcycles. The company offers a variety of service contract and
warranty  programs  through  its  nationwide  sales force of  approximately  100
independent  sales agents,  and to a lesser extent on the Internet.  The service
contracts  supplement  manufacturers'  warranties  and usually  range from three
months to seven years.

J&J Snack Foods  (JJSF)  makes and  distributes  snack foods for the grocery and
food service markets.  Principal  products are soft pretzels  (Superpretzel) and
frozen carbonated  beverages (Icee and Arctic Blast). Other lines include frozen
deserts and juice treats,  churros, funnel cakes, and cookies. J&J also operates
80 mall-based Bavarian Pretzel Bakery and Pretzel Gourmet retail shops. Chairman
and CEO Gerald Shreiber owns 34% of the company's outstanding common stock.

McGrath  Rentcorp (MGRC) rents and sells movable modular units in California and
Texas, and nationally distributes  electronic test and measurement  instruments.
Modular units are used as classrooms, sales offices, construction field offices,
and temporary offices adjacent to existing facilities.  McGrath's largest market
is for  temporary  classrooms,  primarily in  California.  Founded in 1979,  the
company expanded into the rental of electronic test and measurement  instruments
in 1985.

Petroleum Helicopters  (PHEL/PHELK) provides  transportation services to the oil
and gas,  and  aeromedical  industries.  It  maintains  a fleet of more than 310
aircraft (primarily helicopters),  which operate from 45 domestic and 11 foreign
bases.  About  two-thirds  of revenues are derived from  services in the Gulf of
Mexico, and offshore New Jersey and California.  The company was incorporated in
1949 by Robert Suggs, whose family holds 51% of its voting stock.

RCM Technologies (RCMT), founded in 1968 and based in Pennsauken, New Jersey, is
a provider of specialty  professional staffing services to U.S. businesses.  The
company's  52  branch  offices  in 23  states  focus  staffing  services  in the
information  technology,  professional  engineering,  specialty  healthcare  and
general support business sectors.

TBC Corp (TBCC) is the nation's leading independent distributor of private brand
tires for the replacement  market. The company's customers include more than 200
regional  distribution  centers which serve independent  dealers  throughout the
U.S.,  Canada  and  Mexico.  Its  Big  O  subsidiary  acts  as a  franchisor  of
independent  retail tire and automotive  service  stores.  Kelly-Springfield,  a
division of Goodyear Tire and Rubber,  supplies more than half of the tires sold
by TBC. 

Tarrant  Apparel Group (TAGS)  designs,  contracts for the  manufacture  of, and
sells

<PAGE>

moderately  priced  apparel for men and women,  under private label to specialty
retailers such as Abercrombie & Fitch, Lerner, Limited, Lane Bryant, Express and
mass  merchandiser  Target.  It acquired Rocky Apparel,  a manufacturer of denim
apparel for men and women, July, 1998. The company imports  approximately 85% of
its products from, China, Mexico and Central America.



Statement of Net Assets
October 31, 1998

COMMON STOCKS - 98.1% (a)

BioTechnology-1.9%
         30,000            Cytoclonal*                        $195,000

Business Services-22.3%
           4,000           Analytical Surveys, Inc.*            99,000
          10,000           Barra*                              263,750
           9,000           Correctional Services*              106,312
          17,000           Dynamex, Inc.*                      117,938
          10,000           EMCOR Group*                        159,375
           5,000           Kellstrom Industries*               112,500
          11,500           LCS Industries                      140,875
           8,000           MapInfo Corp.*                       99,000
          16,000           McGrath Rentcorp                    334,000
           2,000           Mobile Mini, Inc.*                   20,000
          13,000           Pomeroy Computer Resources*         218,562
          29,000           RCM Technologies*                   436,813
          16,000           Thomas Group, Inc.*                 156,000
                                                             ---------
                                                             2,264,125

Capital Goods-0.8%
           4,000           ASV, Inc.*                           79,500

Chemicals and Related Products-2.3%
         10,700            AEP Industries*                     230,050

Consumer Products - Manufacturing-18.5%
         30,000            Boston Acoustics                    720,000
         20,500            Craftmade Int'l                     297,250
           6,000           Day Runner, Inc.*                   120,000
           5,000           Recoton Corp.*                      111,250
         28,000            Tarrant Apparel Group*              528,500
                                                              --------
                                                             1,884,625

<PAGE>

Consumer Services-8.4%
           9,000           Automobile Protection Corp.*         77,625
          19,500           Gilman & Ciocia*                    174,281
          37,000           Interstate National Dealer*         256,688
           6,600           Lesco, Inc.                          84,975
          37,000           TBC Corp.*                          256,687
                                                               -------
                                                               850,256

Environmental Services-3.0%
         26,500            Harding Lawson Assoc.*              212,000
         50,000            Versar*                              93,750
                                                              --------
                                                               305,750

Food-7.6%
         18,000            J&J Snack Foods*                    405,000
         12,000            Tasty Baking                        172,500
         11,100            Worthington Foods                   197,025
                                                               -------
                                                               774,525

Land Development-1.8%
           8,000           Tejon Ranch                         188,000

Leisure-3.1%
         33,000            Aldila*                             117,562
         21,500            Sport-Haley*                        201,563
                                                               -------
                                                               319,125

Medical Supplies & Services-6.7%
         38,000            Intensiva Healthcare*               213,750
         14,000            Rehabcare Group*                    253,750
         24,500            U S Physical Therapy*               217,438
                                                               -------
                                                               684,938

Oil Services-9.6%
         17,000            Aztec Manufacturing                 160,437
         14,000            Petroleum Helicopters Non-Vtg       227,500
         16,000            Petroleum Helicopters Vtg           248,000
         48,000            Remington Oil & Gas Class B*        174,000
          8,000            Saint Mary Land & Exploration       168,000
                                                               -------
                                                               977,937

<PAGE>

Printing & Publishing-2.0%
         16,000            Thomas Nelson                       205,000


Retail-2.0%
         20,000            S & K Famous Brands*                205,000

Software
          8,000            Brooktrout Technology, Inc.*        117,500
         13,000            Data Research Associates            173,875
         25,000            Programmer's Paradise*              167,750
         15,000            Rainbow Technologies*               211,875
                                                               -------
                                                               672,000

Specialty Manufacturing-1.5%
         20,000            Barringer Tech                      148,750
                                                             ---------
Total Common Stocks (Cost $11,409,660)                       9,984,581

Demand Notes-2.1% (a)
$212,474 Firstar Bank 4.97 due 11/16/98                        212,474
                                                               -------

Total Demand Notes (Cost $212,474)                             212,474

Total Investments (Cost $11,622,134)                        10,197,055
                                                            ----------

Liabilities Net of Cash and Receivables-(0.2)% (a)            (23,666)
                                                           -----------
Total Net Assets-100.0%                                    $10,173,389

(Equivalent  to $11.77  per share  based on  864,533  shares  of  capital  stock
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, 1998   October 31, 1997
Net investment loss.................... $ (161,528)      $  (74,105)
Net realized (loss) gain on investments   (137,060)       2,892,339
Net (decrease) increase in unrealized
  appreciation of investments.......... (3,145,872)          76,761


<PAGE>

Net (decrease) increase in net assets
  resulting from operations............ (3,444,460)       2,894,995




DISTRIBUTIONS TO SHAREHOLDERS:

Distributions from net investment
  income..............................    (321,816)         (21,777)
Distributions from net realized gains
  from investment transactions........  (2,496,446)        (724,922)
Decrease in net assets resulting from
  distributions.......................  (2,818,262)        (746,699)

CAPITAL SHARE TRANSACTIONS:

Proceeds from shares issued (391,276
  and 1,708,342) shares, respectively)   5,624,993       30,622,392
Cost of shares redeemed (1,067,047 and
  930,469 shares, respectively)....... (16,162,279)    (16,789,699)
Reinvested dividends (141,068 and
  53,851 shares, respectively)........   2,142,829          719,992
(Decrease) Increase in net assets
  derived from capital share 
  transactions........................  (8,394,457)      14,552,685

Total (Decrease) Increase ............ (14,657,179)      16,700,981

NET ASSETS AT THE BEGINNING
  OF THE PERIOD.......................  24,830,568        8,129,587

NET ASSETS AT THE END OF THE PERIOD
  (Including undistributed net
   investment loss of ($396,182) and
   ($308,759) respectively)........... $10,173,389      $24,830,568
                                        ===========================

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

FINANCIAL HIGHLIGHTS
<TABLE>
                                                                             Years ended October 31
<CAPTION>


                                                      1998          1997        1996         1995         1994         1993
Selected Per-Share Data

Net asset value,
<S>                                                <C>          <C>          <C>          <C>          <C>           <C>
  beginning of period ........................     $ 17.75      $ 14.33      $ 14.17      $ 11.89      $ 12.54       $ 11.43

Net investment income (loss)                         (0.17)a      (0.05)       (0.16)       (0.13)       (0.13        (0.14)
                           
Net realized and unrealized
  gain on investments ........................       (3.55)        4.78         2.42         3.01         0.02         1.61

Total from Investment
  Operations .................................       (3.72)        4.73         2.26         2.88        (0.11)        1.47

Less Distributions: 
  From net investment income ..................      (0.26)       (0.04)       (0.90)          --           --        (0.08)
  From net realized gains ....................       (2.00)       (1.27)       (1.20)       (0.60)       (0.54)       (0.28)
Total Distributions ..........................       (2.26)       (1.31)       (2.10)       (0.60)       (0.54)       (0.36)
</TABLE>

<PAGE>
<TABLE>
<CAPTION>

Net asset value,
<S>                            <C>         <C>          <C>          <C>         <C>         <C>    
  end of period.............    $11.77      $17.75       $14.33      $14.17      $11.89      $12.54 
                                ======      ======       ======      ======      ======      ====== 

Total Return................    (23.83%)     35.95%       18.56%      25.60%      (1.05%)     12.97%

Ratios and Supplemental Data

Net assets, end of period
  (in thousands)...........    $10,173     $24,831       $8,130      $6,729      $6,279      $7,208
                                                                               
Ratio of expenses to                                                           
  average net assets.......       1.81%       1.52%        1.92%       2.07%       2.00%       1.96%
Ratio of net investment income                                                 
  to average net assets.....      (1.1%)      (0.6%)       (1.2%)      (1.0%)      (1.0%)      (1.1%)
                                                                               
Portfolio turnover rate           24.0%       83.1%        58.0%       67.4%       39.2%       34.6%
Average Commission Rate per
  equity stock traded.......   $0.0247     $0.0270      $0.0363 
</TABLE>

FINANCIAL HIGHLIGHTS (continued)

<TABLE>

                                    Years ended October 31
<CAPTION>
                                 1992        1991       1990        1989
Selected Per-Share
Data
Net asset value,
<S>                            <C>         <C>        <C>         <C>       <C>
  beginning of period.......   $11.36      $ 8.17     $10.52      $10.22

Income from investment 
  operations:

Net investment income (loss)    (0.12)      (0.02)      0.09        0.16

Net realized and unrealized
  gain (loss) on investments     0.31        3.27      (2.27)       0.22
Total from Investment
  Operations................     0.19        3.25      (2.18)       0.38

Less Distributions:
  From net investment income       -        (0.06)     (0.17)      (0.08)
  From net realized gains...    (0.12)         -          -           -
Total Distributions.......      (0.12)      (0.06)     (0.17)      (0.08)

Net asset value,
  end of period.............   $11.43      $11.36     $ 8.17      $10.52
                               ======      ======     ======      ======
Total Return................     1.70%      40.06     (21.07%)      3.75%     2.20%


Ratios and Supplemental Data

Net assets, end of period
  (in thousands)............   $6,942      $6,183     $4,265      $5,573    $3,020

Ratio of expenses to
  average net assets........     2.30%       2.50%      2.50%       2.50%     2.70%
Ratio of net investment
  income to average net 
  assets....................     (1.1%)      (0.2%)      0.9%        1.8%      1.6%

<PAGE>

Portfolio turnover rate          24.4%       37.4%      23.6%       22.6%      3.5%
Average Commission Rate per
  equity stock traded.......

</TABLE>

a - Net investment  income per share has been calculated on average shares
    outstanding during the period.

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

Statement of Operations
For the Year Ended October 31, 1998

Income:
         Dividends                                                $    54,519
         Interest                                                      16,127
         Other                                                         17,475
                                                                  -----------
                                                                       88,121

Expenses
         Advisory Fees                                                115,147
         Fund Accounting Expense                                       24,544
         Transfer Agent Fees                                           23,344
         Custodian Fees                                                 8,301
         Legal Fees                                                    20,568
         Auditing & Tax Fees                                           11,000
         Printing & Postage                                            19,468
         State Registration Fees                                       19,639
         Directors and Annual Meeting                                   5,061
         Insurance                                                      1,758
         Other Expenses                                                   819
                                                                  -----------
                  Total Expenses                                      249,649
                  Net investment loss                                (161,528)
                                                                  -----------
         Net Realized Loss on Investments                            (137,060)

         Net Decrease in Unrealized Appreciation of Investments    (3,145,872)

         Net Loss on Investments                                   (3,282,932)

         Net Decrease in Net Assets Resulting from Operations     $(3,444,460)

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

Notes to Financial Statements

October 31, 1998


<PAGE>

The Perritt  MicroCap  Opportunities  Fund, Inc. ("the Fund,"  formerly  Perritt
Capital Growth Fund,  Inc.) is registered under the Investment Act of 1940 as an
open-end Diversified Management Investment Company.

1.   Summary of Significant  Accounting Policies - The following is a summary of
     significant policies of the Fund:

     a.   Each security,  excluding demand notes and commercial paper, 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 and commercial  paper 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, 1998,  purchases and sales of investment  securities
          (excluding  demand notes and  commercial  paper) were  $3,435,894  and
          $15,790,324 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.  Ordinary  income and  capital  gain
          dividend distributions are not required for the year ended October 31,
          1998. The Fund has a capital loss carryover of approximately  $137,000
          expiring in 2006.

     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.

     f.   The  preparation of financial  statements in conformity with generally
          accepted  accounting  principles requires management to make estimates
          and  assumptions  that  affect the amounts  reported in the  financial
          statements and  accompanying  notes.  Actual results could differ from
          those estimates.

2.   Investment Advisory Agreement,  Custodial Agreement,  and Transactions
     With Related Parties:

     The  Fund  has  an  investment  advisory  agreement  with  Perritt  Capital
     Management,  Inc.  ("PCM),  with  whom  certain  officers  of the  Fund are
     affiliated.  Effective May 1, 1998,  under the terms of the agreement,  the
     Fund pays PCM a monthly  advisory fee at the annual rate of 1% of the daily
     net assets of the Fund.  The annual rate was 0.7% prior to May 1, 1998.  As

<PAGE>

     of October 31, 1998, liabilities of the Fund include $7,967 payable to PCM.

     The investment advisory agreement requires PCM to reimburse the Fund in the
     event that the Fund's  expenses,  as a percentage  of the average net asset
     value, exceeds the most restrictive  percentage as these terms are defined.
     Effective May 1, 1998, the most  restrictive  percentage is 1.75%. The rate
     was 2% prior to May 1, 1998. The effective rate for all of fiscal year 1998
     is 1.875%.

     During the year, the Fund was advanced  monies to meet  redemption  payment
     requirements by the bank that acts as the Fund's custodian,  transfer agent
     and  dividend  disbursing  agent.  The bank did not charge  interest on the
     advanced  monies.  The average amount of overdraft  outstanding  during the
     period was$766,462.  The maximum amount of overdraft outstanding during the
     period $4,906,896.


3.   Sources of Net Assets:

     As of October 31, 1998, the sources of net assets are as follows:

Fund shares issued and outstanding                   $ 12,004,990
Unrealized depreciation of investments                 (1,425,079)
Accumulated net realized loss on investments              (10,340)
Undistributed net investment loss                        (396,182)
                                                     ------------
Total                                                $ 10,173,389
                                                
     Aggregate net unrealized depreciation as of October 31, 1998 consist of the
following:

     Aggregate gross unrealized appreciation         $   1,000,594
     Aggregate gross unrealized depreciation            (2,425,673)
                                                       ------------
     Net unrealized depreciation                       $(1,425,079)

     As of October 31,  1998,  there were  20,000,000  shares of $0.01 par value
capital stock authorized.


Independent Auditor's Report

To the Shareholders and Board of Directors of the Perritt MicroCap Opportunities
Fund, Inc.:

We have audited the accompanying statement of net assets of the Perritt MicroCap
Opportunities  Fund,  Inc. (a Maryland  corporation) as of October 31, 1998, 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 eight years in the period then ended. These
financial  statements  and financial  highlights are the  responsibility  of the
Fund's management. Our responsibility is to

<PAGE>

express an opinion on these financial  statements and financial highlights based
on our audits.  The  financial  highlights  for the years ended October 31, 1989
were  audited by other  auditors  whose  opinion  dated  November  17,  1989 was
unqualified.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards. Those standards require that we plan and perform the audits 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 and financial  highlights.  Our procedures  included  confirmation of
securities owned as of October 31, 1998 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 MicroCap Opportunities Fund, Inc. as of October 31, 1998, 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 nine years in the period then ended in conformity with generally accepted
accounting principles.

CHECKERS, SIMON & ROSNER LLP
Chicago, Illinois
December 10, 1998


               For assistance with your existing account, call our
                  Shareholder Service Center at: 1-800-332-3133

                               Board of Directors

                                  David Maglich
                                Gerald W. Perritt
                                 Dianne C. Click


                               Investment Advisor
                        Perritt Capital Management, Inc.
                             120 S. Riverside Plaza
                                   Suite 1745
                                Chicago, IL 60606
                                (800) 331(C)8936


                             Independent Accountants
                          Checkers, Simon & Rosner LLP
                             One South Wacker Drive
                                Chicago, IL 60606


                                  Legal Counsel
                                 Foley & Lardner
                            777 East Wisconsin Avenue
                               Milwaukee, WI 53202

<PAGE>


                          Custodian, Transfer Agent and
                            Dividend Disbursing Agent
                              Firstar Trust Company
                                   PO Box 701
                           Milwaukee, WI 53201(C)0701


                           Brokerage Firm Availability
                            Charles Schwab & Company
                              Jack White & Company
                              Waterhouse Securities



This report is authorized for  distribution  only to shareholders and others who
have  received  a  copy  of  the  prospectus  of the  Perritt  Capital  MicroCap
Opportunities Fund, Inc.



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