Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
GOLDSTEIN PHILLIP
   2. Issuer Name and Ticker or Trading Symbol
SPECIAL OPPORTUNITIES FUND, INC. [SPE] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chairman and Secretary
(Last)
(First)
(Middle)
60 HERITAGE DRIVE		 3. Date of Earliest Transaction (Month/Day/Year)
07/30/2012
(Street)

PLEASANTVILLE, NY 10570		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)		 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		 5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock               30,062 D  
Common Stock               117 I (1) By Spouse's IRA

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)		 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)		 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)		 6. Date Exercisable and Expiration Date
(Month/Day/Year)		 7. Title and Amount of Underlying Securities
(Instr. 3 and 4)		 8. Price of Derivative Security
(Instr. 5)		 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Subscription Rights (right to buy) (2) $ 50 07/30/2012(3)   X     1,450 06/15/2012 07/23/2012 3.00% Convertible Preferred Stock, Series A 1,450 $ 0 2,989 (4) D  
3.00% Convertible Preferred Stock, Series A $ 0 07/30/2012(3)   X   2,989 (4)     (5)   (6) Common Stock 8,967 $ 50 2,989 D  
Subscription Rights (right to buy) (2) $ 50 07/30/2012(3)   X     11 06/15/2012 07/23/2012 3.00% Convertible Preferred Stock, Series A 11 $ 0 22 (4) I (1) By Spouse's IRA
3.00% Convertible Preferred Stock, Series A $ 0 07/30/2012(3)   X   22 (4)     (5)   (6) Common Stock 66 $ 50 22 I (1) By Spouse's IRA

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
GOLDSTEIN PHILLIP
60 HERITAGE DRIVE
PLEASANTVILLE, NY 10570		   X     Chairman and Secretary  

Signatures

 /s/ Phillip Goldstein   07/31/2012
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) The Reporting Person disclaims beneficial ownership of the securities owned by his spouse and this report should not be deemed an admission that the Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purposes.
(2) Transferable subscription rights ("Rights") were issued on a pro rata basis to stockholders of record as of June 15, 2012 in connection with a rights offering by the Issuer, at the rate of one Right for each ten shares of common stock owned (the "Basic Subscription Right"). Each Right entitled its holder to purchase one share of 3.00% Convertible Preferred Stock, Series A ("Preferred Stock") at a subscription price of $50 per share. Pursuant to the terms of the offering, a stockholder who elected to purchase the maximum amount of Preferred Stock that such stockholder was entitled to purchase pursuant to its Basic Subscription Right was also entitled to purchase additional shares of Preferred Stock that were not purchased by the other stockholders pursuant to their Basic Subscription Rights (the "Over-Subscription Privilege").
(3) The rights offering expired on July 23, 2012 and shares of Preferred Stock were allocated by the transfer agent to purchasing stockholders on or about July 30, 2012.
(4) Includes shares of Preferred Stock acquired pursuant to the exercise of the Over-Subscription Privilege.
(5) The shares of Preferred Stock are convertible into common stock immediately upon issuance at the ratio of three shares of common stock for every one share of Preferred Stock, subject to adjustment.
(6) The shares of Preferred Stock will be redeemed by the Issuer if not converted prior to July 24, 2017.

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