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 * Samuels Steven   2. Issuer Name and Ticker or Trading Symbol SPECIAL OPPORTUNITIES FUND, INC. [SPE] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner _____ Officer (give title below) __X__ Other (specify below) Investment Advisor Principal (Last) (First) (Middle) 72 COLEYTOWN ROAD 3. Date of Earliest Transaction (Month/Day/Year) 07/30/2012 (Street) WESTPORT, CT 06882 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 09/17/2012   P   1,000 A $ 15.772 3,360 D

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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(rights to buy) (1)

$ 50

07/30/2012(2)

X

165

06/15/2012

07/23/2012

3.00% conv. preferred stock series A

165

$ 0

0

D

3.00% conv. preferred Stock series A

$ 0

07/30/2012(2)

X

400 (3)

(4)

(5)

Common Stock

1,200

$ 50

400

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Samuels Steven 72 COLEYTOWN ROAD WESTPORT, CT 06882				Investment Advisor Principal

Signatures

/s/Stephanie Darling Attorney in Fact for Steven Samuels		11/16/2012
**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)	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").
(2)	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.
(3)	Includes shares of Preferred Stock acquired pursuant to the exercise of the Over-Subscription Privilege.
(4)	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
(5)	The shares of Preferred Stock will be redeemed by the Issuer if not converted prior to July 24, 2017.

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