CASTLE CONVERTIBLE FUND, INC.
                                    PROXY
               ANNUAL MEETING OF SHAREHOLDERS DECEMBER 5, 1995
 
The undersigned shareholder of Castle Convertible Fund, Inc. hereby appoints 
David D. Alger, Gregory S. Duch and Stephen E. O'Neil, and each of them, the 
attorneys and proxies of the undersigned, with power of substitution, to 
vote, as indicated herein, all of the shares of common stock of Castle 
Convertible Fund, Inc. standing in the name of the undersigned at the close 
of business on October 23, 1995, at the Annual Meeting of Shareholders of 
the Fund to be held at the offices of the Fund, 75 Maiden Lane, New York, 
New York 10038 at 12:00 noon on December 5, 1995, and at all adjournments 
thereof, with all of the powers the undersigned would possess if then and 
there personally present and especially (but without limiting the general 
authorization and power hereby given) to vote as indicated on the proposals, 
as more fully described in the Proxy Statement for the meeting, and to vote 
and act on any other matter which may properly come before the meeting. 
 
 
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS AND WILL BE VOTED IN 
ACCORDANCE WITH INSTRUCTIONS GIVEN BY THE SHAREHOLDERS, BUT IF NO 
INSTRUCTIONS ARE GIVEN IT WILL BE VOTED FOR THE PROPOSALS LISTED.
 
(Continued and to be signed on the reverse side)

Please mark boxes [*] or [X] in blue or black ink.



                                                             
1.  ELECTION OF DIRECTORS    FOR all nominees listed below (except    WITHHOLD AUTHORITY to vote for
                             as marked to the contrary below)  [ ]    all nominees listed below  [ ]

 
INSTRUCTIONS:   To withhold authority to vote for any individual nominee 
                strike a line through the nominee's name in the list below. 

  Fred M. Alger III, David D. Alger, Lester L. Colbert, Jr., Arthur M. Dubow,
          Stephen E. O'Neil, Nathan E. Saint-Amand, John T. Sargent

2.  PROPOSAL TO RATIFY THE SELECTION OF ARTHUR ANDERSEN LLP as independent 
    public accountants of the Fund. 
               FOR [ ]        AGAINST  [ ]        ABSTAIN  [ ]
 
3.  PROPOSAL TO CONSIDER AND ACT UPON such other matters as may properly 
    come before the meeting or any adjournment thereof. 

                                     PLEASE MARK, SIGN, DATE AND RETURN THIS 
                                     PROXY CARD PROMPTLY. Signature(s) should 
                                     be exactly as name or names appear on 
                                     this proxy. If stock is held jointly, 
                                     each holder should sign. If signing is 
                                     by attorney, executor, administrator, 
                                     trustee or guardian, please give full 
                                     title.
 
                                     _________________________________________
                                          Signature(s)       Signature(s)
 
                                     _________________________________________
                                          Dated         Social Security or 
                                                     Tax Identification Number 

                                     This proxy, when dated and signed, should
                                     be mailed promptly to Alger Shareholder 
                                     Services, Inc., 30 Montgomery Street, 
                                     Jersey City, NJ 07302. No postage is 
                                     required if mailed in the United States 
                                     in the enclosed envelope.