ALTSCHULER, MELVOIN AND GLASSER LLP
Certified Public Accountants and Consultants
INDEPENDENT AUDITOR'S REPORT
To the Shareholders and
Board of Directors of
Perritt MicroCap Opportunities Fund, Inc.
In planning and performing our audit of the financial statements of Perritt
MicroCap Opportunities Fund, Inc. (the "Fund") for the year ended October 31,
2000, we considered its internal control, including control activities for
safeguarding securities, in order to determine our auditing procedures for the
purpose of expressing our opinion on the financial statements and to comply with
the requirements of Form N-SAR, not to provide assurance on internal control.
The management of Perritt MicroCap Opportunities Fund, Inc. is responsible for
establishing and maintaining internal control. In fulfilling this
responsibility, estimates and judgements by management are required to assess
the expected benefits and related costs of controls. Generally, controls that
are relevant to an audit pertain to the entity's objective of preparing
financial statements for external purposes that are fairly presented in
conformity with generally accepted accounting principles. Those controls
include the safeguarding of assets against unauthorized acquisition, use or
disposition.
Because of inherent limitations in internal control, error or fraud may occur
and not be detected. Also, projection of any evaluation of internal control to
future periods is subject to the risk that it may become inadequate because of
changes in conditions or that the effectiveness of the design and operation may
deteriorate.
Our consideration of internal control would not necessarily disclose all matters
in internal control that might be material weaknesses under standards
established by the American Institute of Certified Public Accountants. A
material weakness is a condition in which the design or operation of one or more
of the internal control components does not reduce to a relatively low level the
risk that misstatements caused by error or fraud in amounts that would be
material in relation to the financial statements being audited may occur and not
be detected within a timely period by employees in the normal course of
performing their assigned functions.
However, we noted no matters involving internal control and its operation,
including controls for safeguarding securities, that we consider to be material
weaknesses as defined above as of October 31, 2000.
This report is intended solely for the information and use of management, the
Board of Directors of Perritt MicroCap Opportunities Fund, Inc., and the
Securities and Exchange Commission, and is not intended to be and should not be
used by anyone other than these specified parties.
ALTSCHULER, MELVOIN AND GLASSER LLP
December 12, 2000
