December 22, 1998
Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, DC 20549
Re: Rule 24f-2 Notice for Perritt MicroCap Opportunities Fund,
Inc. File Number 33-16812
Gentlemen:
We are transmitting for filing pursuant to Rule 24f-2 under
the Investment Company Act of 1940 a Rule 24f-2 Notice for Perritt MicroCap
Opportunities Fund, Inc.
Sincerely,
Robert A. Laatz
Compliance Officer
UNITED STATES
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: Perritt MicroCap Opportunities Fund, Inc.
120 S. Riverside Plaza, #1745
Chicago, IL 60606
2. Name of each series or class of securities for which this Form is
filed: Perritt MicroCap Opportunities Fund.
3. Investment Company Act File Number:0000820876
Securities Act File Number: 33-16812
4.(a) Last day of fiscal year for which this Form is filed: 10/31
(b) Is this Form being filed late? NO
(c) Is this the last time the issuer will be filing this form: NO
5. Calculation of registration fee:
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(i) Aggregate sale price of securities
sold during the fiscal year pursuant
to section 24(f): $ 7,767,821.37
(ii) Aggregate price of securities
redeemed or repurchased during
the fiscal year: $16,162,279.28
(iii) Aggregate price of securities
redeemed or repurchased during
any prior fiscal year ending no
earlier than October 11, 1995
that were not previously used to
reduce registration fees
payable to the Commission: $0.00
(iv) Total available redemption credits
[add Items 5(ii) and 5(iii)]: $16,162,279.28
(v) Net Sales - if Item 5(i) is greater
than Item 5(iv) [subtract
Item 5(iv)from Item 5(i)]: $0.00
(vi) Redemption credits available for use
in future years - if Item less
than Item 5(iv) [subtract Item
5(iv) from Item 5(i)]: $ 8,394,457.91
(vii) Multiplier for determining
registration fee: x 0.000278
(viii) Registration fee due[multiply
Item 5(v) by Item 5(vii)]
(enter "0" if no fee is due): $0.00
6. Prepaid Shares
If the response to Item 5(i) was determined by deducting an amount of
securities that were registered under the Securities Act of 1933,
pursuant to rule 24e-2 as in effect before October 11, 1997, then
report the amount of securities (number of shares or other units)
deducted here: 0.00. If there is a number of shares or other units that
were registered pursuant to rule 24e-2 remaining unsold at the end of
the fiscal year for which this form is filed that are available for use
by the issuer in future fiscal years, then state that number here:
0.00.
7. Interest due - if this Form is being filed more
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than 90 days after the end of the
issuer's fiscal year: NO $0.00
8. Total of the amount of the registration fee due
plus any interest due [line 5(viii) plus line 7]: $0.00
9. Date the registration fee and any interest payment was sent to the
Commission's lockbox depository: Not Applicable
Method of Deliver: Not Applicable
__ Wire Transfer
__ Mail or other means
SIGNATURES
This report has been signed below by the following persons on behalf of the
issuer and in the capacities and on the date indicated.
By: Robert Laatz, Secretary
Date: December 22, 1998
Sincerely,
/s/ Robert A. Laatz
Robert A. Laatz
Compliance Officer
