June 1, 1995
Securities and Exchange Commission
Public Filing Desk
450 Fifth Street, NW
Washington, DC 20549
RE: Stratton Monthly Dividend Shares, Inc.
File Number 811-2240
Gentlemen:
In accordance with the provisions of Rule 497(j) of the
Securities Act of 1933, as amended, Stratton Monthly Dividend
Shares, Inc. (the "Fund") certifies that:
- The form of prospectus and Statement of Additional
Information that would have been filed under Paragraph
(c) of Section 497 of the Act would not have differed
from that contained in the Post-Effective Amendment No.
15; and
- the text of the Post-Effective No. 15 was filed on May
30, 1995 via edgar as part of submission 485B24E for
the Fund.
Respectfully submitted,
William J. Baltrus
Attorney-in-Fact
cc: Patricia Sloan (SMDS)
Robert Juelke, Esq. (DBR)
John Woodcock (TWB)<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes
and appoints Joseph M. O'Donnell, Gerald J. Holland, and William
J. Baltrus and each of them, with full power to act without the
other, as true and lawful attorney-in-fact and agent, with full
and several power of substitution, to sign any Post-Effective
Amendment to the Registration Statement of the Stratton Monthly
Dividend Shares, Inc. (the "Fund") to be filed with the
Securities and Exchange Commission under the Investment Company
Act of 1940, as amended, and the Securities Act of 1933, as
amended, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange
Commission; granting to such attorneys-in-fact and agents, and
each of them, full power and authority to do and perform each and
every act requisite and necessary to be done in connection
therewith, as fully as Patricia L. Sloan might or could do in
person, hereby ratifying and confirming all that such attorneys-
in-fact and agents or any of them, or their or his/her substitute
or substitutes, may lawfully do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of
Attorney on the 23rd day of March, 1995.
_____________________________________
Patricia L. Sloan
Secretary and Treasurer
ACKNOWLEDGEMENT
State of ________________ )
) ss:
County of ________________ )
The foregoing instrument was acknowledged before me on this ____
day of March, 1995 by Patrica L. Sloan, Secretary and Treasurer
of the Stratton Monthly Dividend Shares, Inc.
______________________________________________
NOTARY PUBLIC
In and for the County of
__________________
State of
__________________
My Commission Expires:
__________________
(NOTARIAL SEAL)<PAGE>
