June 3, 1996
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. 16; and
- the text of the Post-Effective No. 16 was filed on May 30, 1996
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/
Patricia L. Sloan
Secretary and Treasurer
ACKNOWLEDGEMENT
State of Pennsylvania )
) ss:
County of Montgomery )
The foregoing instrument was acknowledged before me on this 23rd day of March,
1995 by Patrica L. Sloan, Secretary and Treasurer of the Stratton Monthly
Dividend Shares, Inc.
/M. Antonia O'Donnell/
NOTARY PUBLIC
In and for the County of Montgomery
State of Pennsylvania
My Commission Expires: Feb 2, 1998
(NOTARIAL SEAL)
