STRATTON MONTHLY DIVIDEND SHARES INC
N-30D, 1995-09-26
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<PAGE>
 
     STRATTON 
     MONTHLY
     DIVIDEND
     SHARES, INC.
================================================================================




     SMDS

================================================================================
     SEMI-ANNUAL REPORT
       JULY 31, 1995
<PAGE>
 
                                FUND HIGHLIGHTS
<TABLE>
<CAPTION>
                                           July 31,            April 30,
                                             1995                1995
                                          -----------         -----------
<S>                                    <C>                 <C>
    Total Net Assets...............    $  124,664,823      $  132,936,558
    Net Asset Value Per Share......    $        25.04      $        24.46
    Shares Outstanding.............         4,977,790           5,435,753
    Number of Shareholders.........             8,236               8,647
    Average Size Account...........    $       15,137      $       15,374

</TABLE>

================================================================================

Portfolio Changes For the Quarter Ended July 31, 1995 (unaudited)

Major Purchases                             Major Sales

Colonial Properties Trust                   Conseco, Inc. 6.50%
Crown American Realty Trust                    Series D cm. Cv. Pfd./(2)/
Excel Realty Trust, Inc.                    Delta Air Lines, Inc.,
IRT Property Co.                               Series C cm. Cv. Dep. Pfd./(2)/
National Health Investors, Inc.             Houston Industries, Inc./(2)/
Niagara Mohawk Power Corp./(1)/             Meditrust, SBI/(2)/
Orange & Rockland Utilities, Inc./(1)/      Ohio Edison Co.
Pacific Telesis Group                       Public Service Enterprise 
P P & L Resources, Inc.                        Group, Inc./(2)/ 
                                            SCEcorp./(2)/             
                                            U.S. Treasury Notes 4.625%
                                               Due 08/15/95/(2)/      
                                            U.S. Treasury Notes 5.875%
                                               Due 05/31/96/(2)/       
 
/(1)/ New Holdings                          /(2)/ Eliminations

Ten Largest Holdings July 31, 1995 (unaudited)

<TABLE>
<CAPTION>
                                            Market       Percent
                                             Value        of TNA
                                          -----------    --------
<S>                                      <C>             <C>
Health Care REIT, Inc................    $  6,312,175        5.1%
Oklahoma Gas & Electric Co...........       6,120,000        4.9
Delmarva Power & Light Co............       5,962,500        4.8
P P & L Resources, Inc...............       5,775,000        4.6
National Health Investors, Inc.......       5,725,000        4.6
Pacific Telesis Group................       5,650,000        4.5
Colonial Properties Trust............       5,456,250        4.4
New York State Electric & Gas Corp...       5,259,375        4.2
Boston Edison Co.....................       5,000,000        4.0
American Health Properties, Inc......       4,630,312        3.7
                                         ------------       ----
                                         $ 55,890,612       44.8%
                                         ============       ====
</TABLE>
                                       3
<PAGE>
 
DEAR SHAREHOLDER:

ELECTRIC UTILITY EVALUATION

For the first seven months of 1995, electric utility stocks have underperformed
both the overall stock and bond markets. The total return of the S&P 25 Electric
Power Company Index has been 14.3% compared with 24.2% for the S&P 400
Industrials and 18.9% for the 30 Year U.S. Treasury Bond. The dividend yield of
the S&P 25 Index presently is 3.1 times the dividend yield of the S&P 400.
Historically, this measure has ranged from two to three times. Whenever utility
valuations decline so that utilities dividend yield was three times or greater,
electric utility stocks historically were very cheap. We believe that this is
the case today. Another way of confirming this is to measure the yield spread
between electric utility stocks and the long-term U.S. Treasury Bond. Today, it
is approximately 40 basis points which is well below the average of 100 basis
points over the last thirteen years. Therefore, electric utility stocks are
cheap not just in comparison with the industrial stocks in the S&P Index but
also in comparison with U.S. Treasuries. When these under valuation periods have
occurred in the past, they have generally been followed by a correction that
takes place by utilities recovering to their traditional valuation levels. This
could occur by the S&P 400 Industrial Index going down or the utility index
going up.

ELECTRIC UTILITY COMPETITION

One reason for investor concern about utilities has been the onset of market
competition on a national basis. This first came into focus in the fourth
quarter of 1993; for the next nine months fear was introduced into the electric
utility investment community concerning unbridled competition and its results.
Starting with the second half of 1994 and continuing to date, there have been a
number of key regulatory bodies, which have issued constructive statements on
policy for electric utility competition. These include the Federal Energy
Regulatory Commission (FERC) and the State Regulatory Commissions of California
and Connecticut. In all cases, the regulators have postulated that utility
companies should be able to recover their investments in high cost generation
facilities and regulatory assets (stranded assets), and the costs related to
these, as well as costs related to high cost purchase power contracts.
Therefore, it appears as though the threat of competition will not be as
devastating as originally assessed by the investment community.

Secondly, utilities have been taking major steps toward reducing operating
expenses including significant reductions in their work force over the last
twelve months. The utility industry is preparing for a more competitive
environment by lowering its cost structure. One other byproduct of this is their
unwillingness to build new generation facilities. At the present time, adequate
electric power reserves exist. However, this issue must be addressed over the
next five years as the nation steadily absorbs a portion of those reserves every
year.

                                       4
<PAGE>
 
ELECTRIC UTILITY MERGERS

One new feature is a greater willingness of utilities to merge as they see their
previous monopoly positions threatened by competition from the outside. They
recognize that they no longer have reasons to maintain their separate identity.
In fact, there are substantial cost reduction reasons for smaller utilities to
merge into larger organizations. One prominent utility analyst has suggested
that the one hundred fifty existing electric utilities will be down to fifty
companies in five years. Most of these mergers, which have been proposed, have
been friendly and have involved neighboring companies getting together. The
first major hostile takeover attempt took place within the past month. PECO
Energy suggested a stock acquisition of PP&L Resources directly to shareholders
after trying to negotiate with PP&L's management. PP&L's stock has appreciated
since the offer was proposed, and it looks like the door has been opened to
hostile merger activity within the electric utility industry. We believe that
mergers will benefit many of the companies in our portfolio as they are likely
to be targets of acquisition rather than the acquirors.

PORTFOLIO HOLDINGS

During the past quarter, we added two new securities to our portfolio, Orange &
Rockland Utilities and Niagara Mohawk Power Corporation. In addition, we added
to seven existing holdings within the portfolio. Our portfolio turnover for the
first six months was 41.36% on an annualized basis, and our ratio of expenses to
average net assets was 1.00% on an annualized basis. Our portfolio mix continues
to be comparable to prior periods with 57.7% in electric utility stocks. We hold
13.4% in Healthcare REIT's, 9.2% in Commercial REIT's and 5.6% in Diversified
REIT's. In addition, we have 4.2% in convertible securities. The remainder of
the funds are held in cash and government bonds.

At the end of the second fiscal quarter on July 31, 1995 the Fund's net assets
were $124,664,823 and the net asset value per share was $25.04. The average size
of an account was $15,137. Your management and board of directors continue to be
committed to building shareholder value. We thank you for your support and for
your continued referrals of new shareholders. As a 100% no-load fund, with no
sale charges, your positive support is our primary marketing asset. If you have
any questions regarding our Fund, please feel free to call the Director of
Shareholder Services, John Grieco at 1-800-634-5726.

                              Sincerely yours,



           James W. Stratton                   Gerard E. Heffernan
                Chairman                              President

September 5, 1995

                                       5
<PAGE>
 
                 ILLUSTRATION OF AN ASSUMED $10,000 INVESTMENT
                   IN STRATTON MONTHLY DIVIDEND SHARES, INC.

     (With all Dividend Income and Capital Gains Distribution Reinvested)

           [GRAPH OF STRATTON MONTHLY DIVIDEND SHARES APPEARS HERE]

<TABLE> 
<CAPTION> 
                                                                   Fiscal Year Ended 1/31
                          ----------------------------------------------------------------------------------------------------------
                            1981     1982     1983     1984    1985     1986     1987     1988     1989     1990     1991     1992
                          ----------------------------------------------------------------------------------------------------------
<S>                        <C>      <C>      <C>      <C>     <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C> 
        Initial Investment $9,113   9,354    10,808   10,667  11,795   14,604   16,320   13,181   12,824   12,861   12,084   14,609
     Reinvested Inc. Divs. $  583   1,641     3,107    4,379   6,627   10,328   13,744   13,041   15,044   17,513   19,388   26,570
     Reinvested Cap. Gains
             Distributions $   -       -         -        -       -        -       503    1,043    1,015    1,018      956    1,156
                          ----------------------------------------------------------------------------------------------------------
             Total Value   $9,696  10,995    13,915   15,046  18,422   24,932   30,567   27,265   28,883   31,392   32,428   42,335
                          ==========================================================================================================

    If Divs. abd Distribs.
       Were Taken in Cash:
          $ Amt. Div. Inc. $  593     924       882    1,013   1,076    1,139    1,197    1,081    1,092    1,076    1,155    1,024
$ Amt. Cap. Gains Distrib. $   -       -         -        -       -        -       263      341       -        -        -        - 
                          ----------------------------------------------------------------------------------------------------------
</TABLE> 

<TABLE> 
<CAPTION> 
                                     Fiscal Year Ended 1/31
                             -------------------------------------
                                1993     1994     1995     1996    
                             -------------------------------------
    <S>                        <C>      <C>      <C>      <C> 
        Initial Investment     15,701   15,060   13,039   13,144
     Reinvested Inc. Divs.     31,818   33,590   32,499   34,619
     Reinvested Cap. Gains                    
             Distributions      1,242    1,192    1,032    1,040
                             -------------------------------------   
               Total Value     48,761   49,842   46,570   48,803
                             =====================================   
                                              
    If Divs. abd Distribs.                    
       Were Taken in Cash:                    
          $ Amt. Div. Inc.      1,018    1,024    1,008      504
$ Amt. Cap. Gains Distrib.          -        -        -        -           
                             -------------------------------------   
</TABLE> 

NOTE: If dividend income and capital gains distributions were taken in cash, the
results would be as shown above under "value of original shares."

Performance quotations represent past performance, and should not be considered
as representative of future results.  The investment return and principal value
of an investment in the Fund will fluctuate so that an investor's shares, when
redeemed, may be worth more or less than their original cost.

                                       6
<PAGE>

<TABLE> 
<CAPTION> 
                              Stratton Monthly Dividend Shares                   Total Investment Return
         Period                        Per Share Data                     Dividends & Capital Gains Reinvested
  -------------------      ----------------------------------------      --------------------------------------
       Year Ended          Net Asset     Income       Capital Gains       Capital        Income          Total
      December 31            Value     Dividends      Distrubutions       Return         Return         Return
  -------------------      ---------   ---------      -------------      --------       --------       --------
<S>                        <C>         <C>            <C>                <C>            <C>            <C> 
  5/31/80 (inception)       $19.05         -                -               -                -              -
          1980               17.76       $0.985             -            -    6.8 %     +    5.2 %     -    1.6 %
          1981               18.21        1.755             -            +    2.5       +   10.8       +   13.3
          1982               20.06        1.67              -            +   10.2       +   10.5       +   20.7
          1983               20.49        1.92              -            +    2.1       +    9.8       +   11.9
          1984               22.42        2.04              -            +    9.4       +   11.8       +   21.2
          1985               26.62        2.16              -            +   18.7       +   11.2       +   29.9
          1986               29.21        2.28            $0.50          +    9.7       +   10.8       +   20.5
          1987               23.44        2.09             0.65          -   19.8       +    8.4       -   11.4
          1988               23.63        2.08              -            +    0.8       +    9.0       +    9.8
          1989               25.88        2.05              -            +    9.5       +    9.3       +   18.8
          1990               22.66        2.20              -            -   12.4       +    8.6       -    3.8
          1991               28.31        1.95              -            +   24.9       +   10.2       +   35.1
          1992               29.16        1.94              -            +    3.0       +    7.4       +   10.4
          1993               29.17        1.95              -               -           +    6.6       +    6.6
          1994               23.78        1.92              -            -   18.5       +    6.4       -   12.1
</TABLE> 
 
                            PERFORMANCE COMPARISONS
  (Price Appreciation Plus Dividends & Capital Gains Distributions Reinvested)

<TABLE>
<CAPTION>

Period Ended           Average Annual               Aggregate
  06/30/95              Total Return               Total Return
- ------------           --------------              ------------
<S>                       <C>                       <C> 
 1 year                   + 12.02%                  +  12.02%
 5 year                   +  8.85                   +  52.78
10 year                   +  8.26                   + 121.07
15 year                   + 10.88                   + 370.77
 
</TABLE>


The average annual total return is computed by determining the average annual
compounded rate of return during specified periods that equates the initial
amount invested to the ending redeemable value of such investment.  This is done
by dividing the ending redeemable value of a hypothetical $1,000 initial
investment by $1,000 and taking the root of the quotient equal to the number of
years (or fractional portion thereof) covered by the computation and subtracting
one from the result.

The aggregate total return is computed by determining the aggregate compounded
rate of return during specified periods that likewise equates the initial amount
invested to the ending redeemable value of such investment.

All dividends and capital gains distributions have been reinvested on the
reinvestment dates during the period.  There are no sales charges, 12b-1, or
redemption fees of any kind in Stratton Monthly Dividend Shares, Inc.
Performance quotations represent past performance, and should not be considered
as representative of future results.  The investment return and principal value
of an investment in the Fund will fluctuate so that an investor's shares, when
redeemed, may be worth more or less than their original cost.

                                       7
<PAGE>


            COMPARISON OF CHANGE IN VALUE OF $10,000 INVESTMENT IN
      STRATTON MONTHLY DIVIDEND SHARES AND THE DOW JONES UTILITY INDEX *
                   TEN YEAR PERFORMANCE (7/31/85 - 7/31/95)

           [GRAPH OF STRATTON MONTHLY DIVIDEND SHARES APPEARS HERE]

        Average Annual Total Return
             1 Year      5 Year     10 Year
             7.44%       8.60%       8.61%

<TABLE> 
<CAPTION> 
        SMDS        DOW JONES
                    UTILITIES
<S>         <C>         <C> 
1985        $10,000     $10,000
1986        $13,477     $14,130
1987        $13,241     $15,065
1988        $13,137     $14,869
1989        $15,147     $19,476
1990        $15,116     $19,781
1991        $17,462     $20,018
1992        $21,317     $23,869
1993        $24,732     $28,031
1994        $21,255     $22,225
1995        $22,836     $26,045
</TABLE> 

              *THE DOW JONES UTILITY INDEX IS AN UNMANAGED INDEX
<PAGE>
 
                DISCUSSION OF INVESTMENT PROCESS AND PERFORMANCE

Stratton Monthly Dividend Shares' objective is to seek a high rate of return
from dividend and interest income on its investments in common stocks and
securities convertible into common stocks.  The Fund will invest at least 80% of
its assets in equity securities.  The Fund must invest at least 25% of its
assets in securities of public utility companies engaged in the production,
transmission or distribution of electric, energy, gas, water or telephone
services.  The Fund may invest in Real Estate Investment Trusts.

From an overall equity universe of more than 2,500 companies, Stratton
Management through computer techniques screens down to about 100 companies by
selecting stocks which possess a dividend yield of at least 6%.  Our second
screen then reduces that universe to approximately 60 stocks by measuring
additional yield characteristics such as dividend growth rates and dividend
coverage. The portfolio contains approximately thirty to forty companies that
meet these tests.  Fundamental security analysis is applied to those companies
on a continuing basis.  The final selection of stocks for the portfolio of
Stratton Monthly Dividend Shares is made by James W. Stratton, who has served as
portfolio manager for fifteen years.  In his absence a back-up portfolio
manager, Gerard E. Heffernan serves.

The volatility of the portfolio as measured by the Beta of the stocks is
considerably below average when compared to other stock mutual funds.  By
combining high dividend yields and lower than average price volatility, the Fund
tries to produce good relative performance in up markets and superior relative
performance in down markets.

The Fund is likely to experience superior relative performance in periods that
accompany declining interest rates.  The Fund is likely to be affected
negatively in performance in periods of rising interest rates.  Conditions
relating to the Fund's performance over the past twelve months and our outlook
for the next twelve months, are presented in the President's letter on pages 4
and 5.

                                       9

<PAGE>
 
                        STRATTON MONTHLY DIVIDEND SHARES
                            (Questions and Answers)

What is the Fund's goal and investment strategy?

SMDS seeks to provide a high level of current monthly income and to offer the
potential for long-term capital appreciation.  In order to achieve these goals,
the Fund invests substantially all of its assets in high income-producing U.S.
equity securities.  The Fund normally remains fully invested at all times and
- ------                                                                       
its annual portfolio turnover rate ranges from 20% to 40%.

Who should invest?

SMDS is intended for the income-oriented stock investor.  The Fund may be
particularly helpful to "retired individuals" needing a steady stream of income
to meet living expenses and also wanting moderate long-term growth to help
offset inflation.

How diversified is the portfolio of the Fund?

The portfolio normally holds between 30 to 40 investment positions comprised of
the following types of securities:

     Utility Stocks - At least 25% of the Fund's portfolio will be invested in
     --------------
     equity securities of public utility companies. In the past, the generally
     durable and gradually rising dividends of electric utility stocks have
     played a major role in helping SMDS achieve its high income objective.
     However, past performance is no guarantee of future results.

     High Dividend Common Stocks - In order to broaden portfolio
     ---------------------------
     diversification, the Fund will attempt to invest in high dividend paying
     stocks outside of the utility industry. In the past, higher yielding equity
     REITs (Real Estate Investment Trusts) have comprised the most significant
     portion of the non-utility investments.

     Convertible Securities - Portfolio and industry diversification are
     ----------------------
     broadened further with convertible preferred stocks and convertible bonds.
     Convertible securities offer higher yields than their issuer's underlying
     common stock but still have similar growth potential.

What has been the average "income return" of the Fund?

SMDS' primary investment goal is to produce an attractive current income return
regardless of the changes occurring in the financial markets.  Since inception,
the Fund has consistently produced positive annual income returns ranging from
                                   --------                                   
5.2% to 11.8%.  Of course, past performance is no guarantee of future results.

                                      10
<PAGE>
 
What has been the "capital return" pattern of the Fund?

The Fund's share price is generally linked to the movement of utility stocks,
which like bonds, are most sensitive to changes in interest rates.  Not
surprisingly, SMDS has experienced its highest capital returns during periods of
declining interest rates. Conversely, during periods of rising interest rates
the Fund's shares have been vulnerable to price declines.

How volatile is the Fund?

SMDS is considered to be a relatively "low-risk" investment by many independent
mutual fund rating services because in the past its relative share price
volatility has been well below that of the general stock market (S&P 500).  In
addition, the conservative nature of its security holdings and yield-based
investment process should help reduce capital depreciation during broad stock
market declines.  The Fund's portfolio "beta" (a measure of relative volatility)
is among the lowest among stock mutual funds.

Who is the Fund's Investment Advisor?

Stratton Management Company in Plymouth Meeting, Pennsylvania has been the
Investment Advisor to the Fund since 1980.  James W. Stratton, the chief
investment officer, is a nationally recognized proponent of yield-based
investing with over 30 years of investment management experience.  Mr. Stratton
holds a B.S. in Geophysics from Penn State University and an M.B.A. from The
Harvard Business School.

What is the best approach for investing in SMDS?

Ideally, SMDS should be part of a soundly balanced investment program that
includes stock, bond and money market investments.  Instead of attempting to
"time" the market, we recommend a long-term dollar-cost-averaging approach.
                                            ---------------------          
Dollar-cost-averaging requires a continuous investment in securities regardless
of fluctuating price levels.  Although this strategy does not assure a profit or
protect against losses in a declining market, it can help lower the average cost
of your shares.  This can increase your return if the stock price moves higher.
                 -------------------------------------------------------------  
For dollar-cost-averaging to be successful, investors must have the financial
ability to continue making purchases over an extended market cycle.  In
addition, one must be temperamentally well suited for investing during periods
of declining share prices.

What are the advantages of reinvesting dividends?

Having the Fund's monthly dividends automatically reinvested enables you to
purchase additional shares at regular intervals, similar to dollar-cost-
averaging. Monthly dividend reinvestment helps systematically accumulate shares
and may improve the wealth building affects of a continuous investment strategy.

                                      11
<PAGE>

SCHEDULE OF INVESTMENTS (unaudited)                                JULY 31, 1995

<TABLE> 
<CAPTION> 
                                                                                         Market
 Number of                                                                               Value
   Shares                                 Security                                      (Note 1)
- -----------                               --------                                     ----------
<C>           <S>                                                                     <C>    
              COMMON STOCKS - 90.4%
           
              Real Estate Commercial - 9.2%
           
  305,000     Crown American Realty Trust ..........................................  $   3,850,625
  165,000     Excel Realty Trust, Inc. .............................................      3,300,000
  166,000     IRT Property Co. .....................................................      1,680,750
  309,000     Mid-America Realty Investments, Inc. .................................      2,626,500
                                                                                      -------------
                                                                                         11,457,875
                                                                                      -------------
              Real Estate Diversified - 5.6%
           
   30,000     Associated Estates Realty Corp. ......................................        611,250
  225,000     Colonial Properties Trust ............................................      5,456,250
   50,000     EastGroup Properties, SBI ............................................        950,000
                                                                                      -------------
                                                                                          7,017,500
                                                                                      -------------
              Real Estate Health Care - 13.4%
           
  224,500     American Health Properties, Inc. .....................................      4,630,312
  309,800     Health Care REIT, Inc. ...............................................      6,312,175
  200,000     National Health Investors, Inc. ......................................      5,725,000
                                                                                      -------------
                                                                                         16,667,487
                                                                                      -------------
              Telecommunications - 4.5%
           
  200,000     Pacific Telesis Group ................................................      5,650,000
                                                                                      -------------
           
              Utilities - 57.7%
           
  150,000     Allegheny Power System, Inc. .........................................      3,600,000
  200,000     Boston Edison Co. ....................................................      5,000,000
  105,400     Central Hudson Gas & Electric Corp. ..................................      2,793,100
  170,000     CINergy Corp. ........................................................      4,420,000
  300,000     Delmarva Power & Light Co. ...........................................      5,962,500
  100,000     General Public Utilities Corp. .......................................      2,887,500
  110,000     IES Industries, Inc. .................................................      2,406,250
  225,000     Nevada Power Co. .....................................................      4,387,500
  225,000     New York State Electric & Gas Corp. ..................................      5,259,375
  300,000     Niagara Mohawk Power Corp. ...........................................      4,200,000
  100,000     Ohio Edison Co. ......................................................      2,200,000
  180,000     Oklahoma Gas & Electric Co. ..........................................      6,120,000
   50,000     Orange & Rockland Utilities, Inc. ....................................      1,606,250
  300,000     P P & L Resources, Inc. ..............................................      5,775,000
  100,000     Public Service Co. of Colorado .......................................      3,162,500
  200,000     Puget Sound Power & Light Co. ........................................      4,300,000
  220,000     Rochester Gas & Electric Corp. .......................................      4,455,000
  100,000     Texas Utilities Co. ..................................................      3,387,500
                                                                                      -------------
                                                                                         71,922,475
                                                                                      -------------
              Total Common Stocks (cost $117,072,464) ..............................    112,715,337
                                                                                      -------------
</TABLE> 

                See accompanying notes to financial statements.

                                      12

<PAGE>

SCHEDULE OF INVESTMENTS (unaudited)                       JULY 31,1995

<TABLE> 
<CAPTION> 
                                                                                              Market
   Number of                                                                                  Value
     Shares                                      Security                                    (Note 1)
   ----------                                    --------                                  -------------
   <C>            <S>                                                                      <C> 
                  PREFERRED STOCKS - 0.3%

       22,450     Psychiatric Group Preferred Depositary Shares ........................   $     381,650
                      (each depositary share represents 1/10th of a share of                ------------
                      American Health Properties Psychiatric Group Pfd. Stock)

                  Total Preferred Stocks (cost $495,255) ...............................         381,650
                                                                                            ------------
<CAPTION> 

   Principal
     Amount
   ----------  
   <C>            <S>                                                                      <C> 
                  CONVERTIBLE DEBENTURES - 4.2%

   $  500,000     Dorchester Gas Corp. 8.50% Cv. Sub. Debs. 12/01/05*...................        461,900
   $1,794,000     Interstate/Johnson Lane, Inc. 7.75% Cv. Sub. Debs. 03/31/11 ..........      1,632,540
   $1,000,000     Liberty Property Ltd. 8.00% Cv. Sub. Debs. 07/01/01 ..................      1,017,500
   $2,500,000     Mid-Atlantic Realty Trust 7.625% Cv. Sub. Debs. 09/15/03 .............      2,146,875
                                                                                            -----------
                  Total Convertible Debentures (cost $5,558,556) .......................      5,258,815
                                                                                            -----------
            
                  SHORT-TERM NOTES - 4.1%
            
   $  500,000     Sears Roebuck Acceptance Corp. Note 5.75% due 08/01/95 ...............        500,000
   $  600,000     Ford Motor Credit Corp. Note 5.73% due 08/03/95 ......................        600,000
   $  550,000     Ford Motor Credit Corp. Note 5.73% due 08/04/95 ......................        550,000
   $  685,000     General Motors Acceptance Corp. Note 5.80% due 08/07/95 ..............        685,000
   $2,700,000     General Motors Acceptance Corp. Note 5.80% due 08/08/95 ..............      2,700,000
                                                                                            -----------
                  Total Short-Term Notes (cost $5,035,000) .............................      5,035,000
                                                                                            -----------


                  Total Investments - 99.0% (cost $128,161,275)** ......................    123,390,802

                  Cash and other assets, less liabilities - 1.0%  ......................      1,274,021
                                                                                            -----------
                  NET ASSETS - 100.0%  .................................................   $124,664,823
                                                                                            ===========
</TABLE> 

*  Fair value as determined by the Board of Directors.

** Aggregate cost for federal income tax purposes is $128,161,275; and net 
   unrealized depreciation is as follows:

<TABLE> 
                  <S>                                                                      <C>  
                  Gross unrealized appreciation.........................................   $  3,182,330
                  Gross unrealized depreciation.........................................     (7,952,803)
                                                                                            -----------
                      Net unrealized depreciation.......................................   $ (4,770,473)
                                                                                            ===========
</TABLE> 

                See accompanying notes to financial statements.

                                      13
<PAGE>


                      STATEMENT OF ASSETS AND LIABILITIES
                         July 31, 1995 (unaudited)   
<TABLE> 
<S>                                                                                            <C> 
ASSETS                                                                                                           
   Investments in securities at market value (identified cost $128,161,275) (Note 1)........   $     123,390,802 
   Cash.....................................................................................             184,647
   Dividends receivable.....................................................................             971,423
   Interest receivable......................................................................             134,999
                                                                                                 ----------------
       Total Assets.........................................................................         124,681,871 
                                                                                                 ----------------
                                                                                            
LIABILITIES                                                                                                      
   Accrued expenses.........................................................................              17,048
                                                                                                 ----------------
       Total Liabilities....................................................................              17,048
                                                                                                 ----------------
NET ASSETS                                                                                  
   Applicable to 4,977,790 shares; $1.00 par value; 10,000,000 shares authorized ...........   $     124,664,823
                                                                                                 ================
                                                                                            
   Net asset value, offering and redemption price per share                                 
      ($124,664,823 / 4,977,790 shares).....................................................   $           25.04
                                                                                                 ================
                                                                                            
SOURCE OF NET ASSETS                                                                        
   Paid-in capital..........................................................................   $     148,925,512
   Accumulated distributions in excess of net investment income.............................            (339,568)
   Accumulated net realized loss on investments.............................................         (19,150,648)
   Net unrealized depreciation of investments...............................................          (4,770,473)
                                                                                                 ----------------
       Net Assets...........................................................................   $     124,664,823
                                                                                                 ================
</TABLE> 
================================================================================

                            STATEMENT OF OPERATIONS
                   6 Months Ended July 31, 1995 (unaudited)
<TABLE> 
<S>                                                                                           <C> 
INCOME
  Dividends................................................................................   $       4,801,068
  Interest.................................................................................             624,478
                                                                                                ----------------
     Total Income..........................................................................           5,425,546
                                                                                                ----------------
                                                                                           
EXPENSES                                                                                   
  Advisory fees (Note 2)...................................................................             405,024
  Shareholder services fees (Note 2).......................................................             120,741
  Registration fees (Note 2)...............................................................              29,200
  Custodian fees (Note 2)..................................................................              21,569
  Directors' fees..........................................................................              19,198 
  Printing and postage fees................................................................              17,756
  Administrative services fees (Note 2)....................................................              15,000
  Accounting/Pricing services fees (Note 2)................................................              13,000
  Miscellaneous fees.......................................................................              10,545
  Legal fees...............................................................................               4,985
  Taxes other than income taxes............................................................               2,862
                                                                                                ----------------
     Total Expenses........................................................................             659,880
                                                                                                ----------------
        Net Investment Income..............................................................           4,765,666
                                                                                                ----------------
                                                                                           
REALIZED AND UNREALIZED GAIN ON INVESTMENTS                                                
  Net realized gain on investments.........................................................           1,400,981
  Net decrease in unrealized depreciation of investments...................................              84,271
                                                                                                ----------------
     Net gain on investments...............................................................           1,485,252
                                                                                                ----------------
        Net increase in net assets resulting from operations...............................   $       6,250,918
                                                                                                ================
</TABLE> 
                See accompanying notes to financial statements.

                                      14

<PAGE>
                            STATEMENT OF CHANGES IN NET ASSETS
<TABLE> 
<CAPTION> 
                                                                             6 Months
                                                                               Ended
                                                                              July 31,       Year Ended
                                                                               1995          January 31,
                                                                            (unaudited)         1995
                                                                         ---------------- ----------------
<S>                                                                      <C>              <C> 
OPERATIONS
  Net investment income................................................. $     4,765,666   $   10,426,589
  Net realized gain (loss) on investment................................       1,400,981      (17,833,712)
  Net increase (decrease) in unrealized depreciation
     of investments.....................................................          84,271       (3,842,840)
                                                                          ---------------   -------------- 
      Net increase (decrease) in net assets resulting from operations...       6,250,918      (11,249,963)

DISTRIBUTIONS TO SHAREHOLDERS
  Distributions from net investment income
     ($0.88 and $1.92 per share, respectively)..........................      (4,765,666)     (10,336,402)
  Distributions in excess of net investment income
     ($.08 and $.00 per share, respectively)............................        (429,755)          --

CAPITAL SHARE TRANSACTIONS
  Net decrease in net assets derived from the net change
     in the number of outstanding shares (a)............................     (10,456,993)     (10,145,399)
                                                                          ---------------   -------------- 
      Total Decrease in Net Assets......................................      (9,401,496)     (31,731,764)

NET ASSETS AT THE BEGINNING OF THE PERIOD...............................     134,066,319      165,798,083
                                                                          ---------------   -------------- 

NET ASSETS AT THE END OF THE PERIOD
  (including distributions in excess of net investment
     income of $339,568 and undistributed net
     investment income of $90,187, respectively)........................ $   124,664,823   $  134,066,319
                                                                          ===============   ============== 
</TABLE> 

<PAGE>

    (a) A summary of capital share transactions follows:

<TABLE> 
<CAPTION> 
                                        6 Months Ended
                                         July 31, 1995                        Year Ended
                                          (unaudited)                      January 31, 1995
                                ---------------------------------     ------------------------------        
                                   Shares               Value            Shares             Value
                                ------------        -------------     ------------      ------------    
<S>                             <C>                 <C>               <C>               <C> 
Shares issued................      504,983          $ 12,506,466       1,506,670        $ 37,662,221
Shares reinvested from                                             
    net investment income....      132,595             3,267,602         252,999           6,370,235
                                ------------         ------------     -----------        ------------   
                                   637,578            15,774,068       1,759,669          44,032,456
Shares redeemed..............   (1,057,279)          (26,231,061)     (2,141,485)        (54,177,855)
                                ------------         ------------     -----------        ------------   
    Net decrease.............     (419,701)         $(10,456,993)       (381,816)       $(10,145,399)
                                ============         ============     ===========        ============        
</TABLE> 

                See accompanying notes to financial statements.

                                      15

<PAGE>
 
                         NOTES TO FINANCIAL STATEMENTS
                           July 31, 1995 (unaudited)

Note 1. - Significant Accounting Policies.  Stratton Monthly Dividend Shares,
Inc. (the "Fund") is registered under the Investment Company Act of 1940, as
amended, as a diversified, open-end management investment company. The Fund's
objective is to seek a high rate of return from dividend and interest income on
its investments in common stock and securities convertible into common stock.
It will seek its objective through investment of at least 25% of assets in
public utility companies engaged in the production, transmission or distribution
of electric, energy, gas, water or telephone services.  Due to the inherent risk
of any type of investment, however, there can be no assurance that the objective
of the Fund will be achieved.  The following is a summary of significant
accounting policies consistently followed by the Fund in the preparation of its
financial statements. The policies are in conformity with generally accepted
accounting principles.

    A.   Security valuation - Investments in securities traded on a national
         securities exchange are valued at the last reported sales price on the
         primary exchange on which they are traded on the valuation date.
         Securities not listed or not traded are valued at the mean of the bid
         and ask price. Illiquid securities and other securities for which
         market valuations are not available are valued by or at the direction
         of the Board of Directors. Short-term money market instruments which
         have a maturity of 60 days or less are valued at amortized cost which
         approximates market value.

    B.   Determination of gains or losses on sales of securities - Gains or
         losses on the sale of securities are calculated for accounting and tax
         purposes on the identified cost basis.

    C.   Federal Income Taxes - It is the Fund's policy to comply with the
         requirements of the Internal Revenue Code applicable to regulated
         investment companies and to distribute all of its taxable income to its
         shareholders. Therefore, no federal income tax provision is required.
         The Fund has a capital loss carryover available to offset future
         capital gains, if any, of approximately $13,525,000 of which $341,000
         expires in 1999 and $13,184,000 expires in 2003.

    D.   Other - Security transactions are accounted for on the date the
         securities are purchased or sold. Interest income is recorded on the
         accrual basis and dividend income on the ex-dividend date. Dividends
         and distributions to shareholders are recorded on the ex-dividend date.

         The Fund's dividends from net investment income are based on estimates
         of earnings for the fiscal year. At July 31, 1995, dividends from net
         investment income exceed current net investment income. It is
         anticipated that dividends from net investment income will not exceed
         net investment income at fiscal year end.

Note 2. - During the six months ended July 31, 1995, the Fund paid advisory fees
aggregating $405,024 to Stratton Management Company, (the "Advisor"). Management
services are provided by the Advisor under an agreement whereby the Advisor
furnishes all investment advice, office space and facilities to the Fund and
pays the salaries of the Fund's officers and employees, except to the extent
that those employees are engaged in administrative and accounting services
activities. In return for these services, the Fund pays a monthly fee to the
Advisor at an annual rate of 5/8 of 1% of the daily net asset value of the Fund
for such month. The Advisor has voluntarily agreed to waive $15,000 annually of
the compensation due it under the agreement to offset a significant portion of
the cost of certain administrative responsibilities delegated to Fund/Plan
Services, Inc. Because of certain undertakings to comply with various state
securities laws, if in any fiscal year the expenses of the Fund (excluding
taxes, brokerage commissions and interest) exceed 2 1/2% of the first $30
million of the Fund's average net assets, 2% of the next $70 million and 1 1/2%
of the remaining, the Advisor shall reimburse the Fund for such excess. Certain
officers and directors of the Fund are also officers and directors of the
Advisor. None of the Fund's officers receives compensation from the Fund.

The Fund's Transfer Agent, Fund/Plan Services, Inc. ("Fund/Plan"), is a wholly-
owned subsidiary of FinDaTex, Inc. Certain directors and officers of the Fund
are shareholders of FinDaTex, Inc.  Fund/Plan received fees of $120,741 for
providing shareholder services, $15,000 for certain administrative services and
$13,000 for accounting/pricing services during the six months ended July 31,
1995. Pursuant to an agreement between The Bank of New York, (the "Custodian"),
and Fund/Plan, the Custodian reallows a portion of its custody fee to Fund/Plan
for certain services delegated to Fund/Plan. The amount is not readily
determinable. Fund/Plan Broker Services, Inc. serves as the Fund's principal
underwriter and receives no fees for services in assisting in sales of the
Fund's shares but does receive an annual fee of $3,000 for its services in
connection with the registration of the Fund's shares under state securities
laws.

Note 3. - Purchases and sales of securities, excluding short-term notes,
aggregated $25,119,784 and $35,224,075, respectively, for the six months ended
July 31, 1995.
<PAGE>


                                      FINANCIAL HIGHLIGHTS

The table below sets forth financial data for a share of capital stock 
outstanding throughout each period presented.

<TABLE> 
<CAPTION> 
                                                         
                                                6 Months 
                                                 Ended                         Years ended January 31,
                                                07/31/95  -------------------------------------------------                    
                                               (unaudited)   1995      1994      1993     1992      1991                       
                                                --------- --------- --------- --------- --------- ---------                    
<S>                                             <C>       <C>       <C>        <C>      <C>       <C>                          
Net Asset Value, Beginning of Period...........   $24.84    $28.69    $29.91    $27.83    $23.02    $24.50                     
                                                --------- --------- --------- --------- --------- ---------                    
 Income From Investment Operations                                                                                             
 ---------------------------------
 Net investment income........................      0.88      1.94      1.87      1.94      1.97      2.05                     
 Net gains (loss) on securities                                                                                                
   (both realized and unrealized)..............     0.28     (3.87)    (1.14)     2.08      4.79     (1.33)                    
                                                --------- --------- --------- --------- --------- ---------                    
     Total from investment operations..........     1.16     (1.93)     0.73      4.02      6.76      0.72                     
                                                --------- --------- --------- --------- --------- ---------                    
 Less Distributions               
 ------------------                                                                          
 Dividends (from net investment                                                                                                
   income).....................................    (0.88)    (1.92)    (1.94)    (1.94)    (1.95)    (2.20)                    
 Distributions (in excess of net                                                                                               
   investment income)..........................    (0.08)     0.00     (0.01)     0.00      0.00      0.00                     
                                                --------- --------- --------- --------- --------- ---------                    
     Total distributions.......................    (0.96)    (1.92)    (1.95)    (1.94)    (1.95)    (2.20)                    
                                                --------- --------- --------- --------- --------- ---------                    
                                                                                                                               
                                                                                                                               
Net Asset Value, End of Period ................   $25.04    $24.84    $28.69    $29.91    $27.83    $23.02                     
                                                ========= ========= ========= ========= ========= =========                    
                                                                                                                               
Total Return ..................................    9.67%*    -6.57%     2.22%    15.18%    30.55%     3.30%                    
                                                                                                                               
Ratios/Supplemental Data
- ------------------------                                                                               
 Net assets, end of period (in 000's).......... $124,665  $134,066  $165,798   $98,227   $45,566   $31,178                     
 Ratio of expenses to average                                                                                                  
   net assets..................................    1.00%*    1.08%     0.99%     1.10%     1.23%     1.27%                     
 Ratio of net investment                                                                                                       
   income to average net assets................    7.22%*    7.71%     6.12%     6.74%     7.63%     8.79%                     
 Portfolio turnover rate.......................   41.36%*   39.50%    19.15%    35.94%    43.55%    14.00%                     
</TABLE> 

- ----------------
*  Annualized

                See accompanying notes to financial statements.

                                      18
<PAGE>
 
                            SHAREHOLDER INFORMATION


Minimum Investment
- ------------------

The minimum amount for the initial purchase of shares of Stratton Monthly
Dividend Shares is $2,000. Subsequent purchases may be made in amounts of $100
or more.

Telephone Exchange
- ------------------

Shares of Stratton Monthly Dividend Shares may be exchanged by telephone for
shares of the other funds managed by Stratton Management Company, Stratton
Growth Fund, Inc. or Stratton Small-Cap Yield Fund, if a special authorization
form has been completed and is on file with the Transfer Agent in advance.
Exchanges will only be permitted when the securities of both funds involved are
registered in the state of the investor's residence. Stratton Monthly Dividend
Shares reserves the right to suspend the exchange privilege at any time.  A
Prospectus of Stratton Growth Fund or Stratton Small-Cap Yield Fund should be
obtained and read prior to making any such exchange.

Income Dividend and Capital Gains Distributions
- -----------------------------------------------

Stratton Monthly Dividend Shares expects to make monthly distributions of all
net investment income, and an annual distribution of any net realized capital
gains.

Systematic Withdrawal Plan
- --------------------------

Investors who either own or purchase shares of Stratton Monthly Dividend Shares
having a value of $10,000 or more may elect as another option to withdraw funds
on a regular basis from their account on a monthly, quarterly, semi-annual or
annual basis in amounts of $50 or more.

Share Price Information
- -----------------------

The daily share price of Stratton Monthly Dividend Shares can be found in the
mutual fund section of most major daily newspapers as well as The Wall Street
Journal and Investor's Daily, where the Fund is listed under Stratton Funds as
Dividend or Monthly Dividend.  The Fund's stock ticker symbol is STMDX.

Retirement Plans
- ----------------

Stratton Monthly Dividend Shares' IRA, Defined Contribution Plans and 403(b)(7)
Retirement Plans are available at no minimum investment.

                                      18
<PAGE>
 
General Information on SMDS
- ---------------------------

Requests for a prospectus and financial information, past performance figures
and an application, should be directed to the Fund's "Distributor":

FUND/PLAN BROKER SERVICES, INC.
2 W. Elm Street, P.O. Box 874, Conshohocken, PA 19428-0874
Telephone: 800-634-5726


Existing Shareholder Account Services
- -------------------------------------

Shareholders seeking information regarding their accounts and other Fund
services, and shareholders executing redemption requests, should continue to
call or write our "Transfer Agent and Dividend Paying Agent":

FUND/PLAN SERVICES, INC.
2 W. Elm Street, P.O. Box 874, Conshohocken, PA 19428-0874
Telephones: 610-834-3500 . 800-441-6580


Investment Portfolio Activities
- -------------------------------

Questions regarding Stratton Monthly Dividend Shares' investment portfolio
should be directed to the Fund's "Investment Advisor":

STRATTON MANAGEMENT COMPANY
Plymouth Meeting Executive Campus
610 W. Germantown Pike, Suite 300, Plymouth Meeting, PA 19462-1050
Telephone: 610-941-0255


Additional Purchases Only to existing accounts should be mailed to a separate
- -------------------------                                                    
lock box unit:

C/O FUND/PLAN SERVICES, INC.
P.O. Box 412797, Kansas City, MO 64141-2797


 This report is authorized for distribution to shareholders and to others who
have received a copy of the Prospectus of Stratton Monthly Dividend Shares, Inc.

                                      19
<PAGE>
 
[LOGO OF STRATTON MONTHLY DIVIDEND
    SHARES, INC. APPEARS HERE]

Directors                            Officers                       
                                                                    
LYNNE M. CANNON                      JAMES W. STRATTON              
                                     Chairman                       
JOHN J. LOMBARD, JR.                                                
                                     GERARD E. HEFFERNAN            
ROSE J. RANDALL                      President                      
                                                                    
HENRY A. RENTSCHLER                  JOHN A. AFFLECK                
                                     JOANNE E. KUZMA                
MERRITT N. RHOAD, JR.                FRANK H. REICHEL, III          
                                     Vice President                 
ALEXANDER F. SMITH                                                  
                                     PATRICIA L. SLOAN              
RICHARD W. STEVENS                   Secretary and Treasurer        
                                                                    
JAMES W. STRATTON                    JAMES A. BEERS                 
                                     CAROL L. ROYCE                 
                                     Assistant Secretary            
                                     Assistant Treasurer            



Investment Advisor                   Transfer Agent and Dividend Paying Agent
                                                                             
STRATTON MANAGEMENT COMPANY          FUND/PLAN SERVICES, INC.                
Plymouth Meeting Executive Campus    2 W. Elm Street, P.O. Box 874           
610 W. Germantown Pike, Suite 300    Conshohocken, PA 19428-0874             
Plymouth Meeting, PA 19462-1050      Telephones: 610-834-3500 . 800-441-6580  
Telephone: 610-941-0255              


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