Ownership Submission
FORM 5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Form 3 Holdings Reported
Form 4 Transactions Reported
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL 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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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. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2010
(Street)


WESTPORT, CT 06882		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Reporting
(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 at end of Issuer's Fiscal Year
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Amount (A) or (D) Price
Common Stock 01/22/2010   S4 618,849 D $ 14.18 0 I Footnote (1)
Common Stock 01/22/2010   S4 109,292 D $ 14.18 0 I Footnote (2)
Common Stock 01/22/2010   S4 528,239 D $ 14.18 0 I Footnote (3)
Common Stock 01/22/2010   S4 87,260 D $ 14.18 0 I Footnote (4)
Common Stock 01/22/2010   S4 43,589 D $ 14.18 0 I Footnote (5)
Common Stock 01/22/2010   S4 29,600 D $ 14.18 0 I Footnote (6)
Common Stock 01/22/2010   S4 219,332 D $ 14.18 0 I Footnote (7)
Common Stock 01/22/2010   S4 146,318 D $ 14.18 0 I Footnote (8)
Common Stock 01/22/2010   S4 202,055 D $ 14.18 0 I Footnote (9)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. SEC 2270 (9-02)

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 at End of Issuer's Fiscal Year
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
(A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

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 L Darling Attorney in Fact for Steven Samuels 11/15/2012
**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 reported securities were tendered by Full Value Partners, LP pursuant to the terms of a Tender Offer Statement filed by the Issuer on December 23, 2009. The Reporting Person was a limited partner of Full Value Partners, LP on the date the shares were tendered. The Reporting Person was also a member of Full Value Advisors, LLC, which was the general partner of Full Value Partners on that date. The Reporting Person disclaims beneficial ownership of the reported securities, except to the extent of his pecuniary interest therein.
(2) The reported securities were tendered by Opportunity Income Plus, LP pursuant to the terms of a Tender Offer Statement filed by the Issuer on December 23, 2009. The spouse of the Reporting Person was a limited partner of Opportunity Income Plus, LP on the date the shares were tendered. The Reporting Person was also a member of SPAR Advisors, LLC, which was the general partner of Opportunity Income Plus, LP on that date. The Reporting Person disclaims beneficial ownership of the reported securities, except to the extent of his pecuniary interest therein.
(3) The reported securities were tendered by Opportunity Partners, LP pursuant to the terms of a Tender Offer Statement filed by the Issuer on December 23, 2009. The Reporting Person and his spouse jointly held a limited partnership interest in Opportunity Partners, LP on the date the shares were tendered. The Reporting Person was also a shareholder of Kimball & Winthrop, Inc., which was the general partner of Opportunity Partners, LP on that date. The Reporting Person disclaims beneficial ownership of the reported securities, except to the extent of his pecuniary interest therein.
(4) The reported securities were tendered by Full Value Special Situations Fund, LP pursuant to the terms of a Tender Offer Statement filed by the Issuer on December 23, 2009. The Reporting Person was a limited partner of Full Value Special Situations Fund, LP on the date the shares were tendered. The Reporting Person was also a member of Full Value Special Situations Fund GP, LLC, which was the general partner of Full Value Special Situations Fund, LP on that date. The Reporting Person disclaims beneficial ownership of the reported securities, except to the extent of his pecuniary interest therein.
(5) The reported securities were tendered by Full Value Offshore Partners, LP pursuant to the terms of a Tender Offer Statement filed by the Issuer on December 23, 2009. The Reporting Person was a member of Full Value Advisors, LLC, which was the general partner of Full Value Partners on the date the shares were tendered. The Reporting Person disclaims beneficial ownership of the reported securities, except to the extent of his pecuniary interest therein.
(6) The reported securities were tendered by MCM Opportunity Partners, LP pursuant to the terms of a Tender Offer Statement filed by the Issuer on December 23, 2009. The Reporting Person was a member of Full Value Advisors, LLC, which was the general partner of MCM Opportunity Partners on the date the shares were tendered. The Reporting Person disclaims beneficial ownership of the reported securities, except to the extent of his pecuniary interest therein.
(7) The reported securities were tendered by Calapasas Investment Partnership No. 1, L.P. ("Calapasas") pursuant to the terms of a Tender Offer Statement filed by the Issuer on December 23, 2009. The Reporting Person was a shareholder of Kimball & Winthrop, Inc., which was the Investment Manager of Calapasas on the date the shares were tendered. Kimball & Winthrop, Inc. had sole voting and dispositive power over the reported securities on that date. The Reporting Person disclaims beneficial ownership of the reported securities, except to the extent of his pecuniary interest therein.
(8) The reported securities were tendered by Mercury Partners, L.P. pursuant to the terms of a Tender Offer Statement filed by the Issuer on December 23, 2009. The Reporting Person was a shareholder of Kimball & Winthrop, Inc., which was the Investment Manager of Mercury Partners, L.P. on the date the shares were tendered. Kimball & Winthrop, Inc. had sole voting and dispositive power over the reported securities on that date. The Reporting Person disclaims beneficial ownership of the reported securities, except to the extent of his pecuniary interest therein.
(9) The reported securities were tendered by Steady Gain Partners, L.P. pursuant to the terms of a Tender Offer Statement filed by the Issuer on December 23, 2009. The Reporting Person was a shareholder of Kimball & Winthrop, Inc., which was the Investment Manager of Steady Gain Partners, L.P. on the date the shares were tendered. Kimball & Winthrop, Inc. had sole voting and dispositive power over the reported securities on that date. The Reporting Person disclaims beneficial ownership of the reported securities, except to the extent of his pecuniary interest therein.
 
Remarks:
Prior to December 11, 2009, the Issuer's name was "Insured Municipal Income Fund, Inc. ," and its ticker symbol was "PIF."

Note: File three copies of this Form, one of which must be manually signed. If space provided is insufficient, see Instruction 6 for procedure.

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