MICROCAP FUND INC
N-23C-1, 1995-06-12
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                       SECURITIES AND EXCHANGE COMMISSION
                                Washington, D.C.




STATEMENT BY REGISTERED  CLOSED-END INVESTMENT COMPANY WITH RESPECT TO PURCHASES
OF ITS OWN SECURITIES PURSUANT TO RULE N-23C-1 DURING THE LAST CALENDAR MONTH



REPORT FOR CALENDAR MONTH ENDING MAY 31, 1995



                            THE MICROCAP FUND, INC.
               (Name of registered closed-end investment company)



<TABLE>
                                                                                 Approximate Asset
                                                                                     Value or
                                             Number of                           approximate asset          Name of Seller
  Date of each        Identification          Shares            Price           coverage per share          or of Seller's
   Transaction          of Security          Purchased        per Share         at time of purchase             Broker
<S>  <C>              <C>                     <C>              <C>                    <C>                      <C> 
     5/2/95            Common Stock             5,000            $5.00                  $8.04           Jefferies & Co.
     5/5/95            Common Stock            26,500            $4.00                  $8.04           Ferrier Lullin Bank
     5/24/95           Common Stock           113,000            $3.88                  $8.04           Raymond Cardinaux
     5/30/95           Common Stock            21,000            $4.00                  $8.04           Ferrier Lullin Bank
     5/31/95           Common Stock            12,000            $4.00                  $8.04           Ferrier Lullin Bank
</TABLE>


<TABLE>
<S>                                                                             <C>    <C>
REMARKS:                                                                              The MicroCap Fund, Inc.
                                                                                      Name of Registrant

                                                                                By:   /s/    Kerry Dukes
                                                                                      Kerry Dukes
                                                                                      Managing Director
</TABLE>


Date of Statement:         June 12, 1995




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