March 28, 1996
Securities and Exchange Commission
Public Filing Desk
Judiciary Plaza
450 Fifth Street, NW
Washington, DC 20549
RE: StrattonMonthly Dividend Shares, Inc.
Amended Rule 24f-2 Notice --- File No. 2-42379 & 811-2240
Gentlemen:
In accordance with the provisions of Rule 24f-2 under the
Investment Company Act of 1940, Stratton Montlhy Dividend Sahres,
Inc. (the "Fund") hereby files one copy of its amended 24f-2 Notice for
the fiscal year ended January 31, 1996.
Enclosed herewith is an Opinion of Counsel, ( EX-5), to the
effect that the shares sold during the fiscal year, in reliance
upon registration pursuant to Rule 24f-2 were, when issued for
payment as described in the Fund's Prospectus, validly issued,
fully-paid, and non-assessable by the Fund.
Please note that this amended filing is being done solely for the purpose of
supplying the Funds' Power of Attorney (EX-24)for the signature page of the
form.
Sincerely,
William J. Baltrus
Corporate Compliance Administrator
Stratton Growth Fund, Inc.
cc: Robert Juelke, Esq. (DBR)
Patricia L. Sloan (SMC)
John Woodcock (TWB)<PAGE>
<PAGE>
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 24f-2
Annual Notice of Securities Sold Pursuant to Rule 24f-2
Read Instructions at end of Form before preparing Form.
Please print or type.
1. NAME AND ADDRESS OF ISSUER:
Stratton Monthly Dividend Shares, Inc.
610 W. Germantown Pike, Suite 300
Plymouth Meeting PA 19462-1050
2. NAME OF EACH SERIES OR CLASS OF FUNDS FOR WHICH THIS NOTICE IS
FILED:
Stratton Monthly Dividend Shares, Inc.
3. INVESTMENT COMPANY ACT FILE NUMBER: 811-2240
SECURITIES ACT FILE NUMBER: 2-42379
4. LAST DAY OF FISCAL YEAR FOR WHICH THIS NOTICE IS FILED:
January 31, 1996
5. CHECK BOX IF THIS NOTICE IS BEING FILED MORE THAN 180 DAYS AFTER
THE CLOSE OF THE ISSUER'S FISCAL YEAR FOR PURPOSES OF REPORTING
SECURITIES SOLD AFTER THE CLOSE OF THE FISCAL YEAR BUT BEFORE
TERMINATION OF THE ISSUER'S 24f-2 DECLARATION:
[ ]<PAGE>
<PAGE>
6. DATE OF TERMINATION OF ISSUER'S DECLARATION UNDER RULE 24f-2(a)(1),
IF APPLICABLE (SEE INSTRUCTION A.6):
N/A
7. NUMBER AND AMOUNT OF SECURITIES OF THE SAME CLASS OR SERIES WHICH
HAD BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OTHER THAN
PURSUANT TO RULE 24f-2 IN A PRIOR FISCAL YEAR, BUT WHICH REMAINED
UNSOLD AT THE BEGINNING OF THE FISCAL YEAR:
Number of Shares... 0 Amount... $0
8. NUMBER AND AMOUNT OF SECURITIES REGISTERED DURING THE FISCAL YEAR
OTHER THAN PURSUANT TO RULE 24f-2:
Number of Shares...646,589 Amount...$15,925,493
9. NUMBER AND AGGREGATE SALE PRICE OF SECURITIES SOLD DURING THE
FISCAL YEAR:
Number of Shares...757,154 Aggregate Sale Price...$19,154,193
10. NUMBER AND AGGREGATE SALE PRICE OF SECURITIES SOLD DURING THE
FISCAL YEAR IN RELIANCE UPON REGISTRATION PURSUANT TO RULE 24f-2:
Number of Shares...757,154 Aggregate Sale Price...$19,154,193
11. NUMBER AND AGGREGATE SALE PRICE OF SECURITIES ISSUED DURING THE
FISCAL YEAR IN CONNECTION WITH DIVIDEND REINVESTMENT PLANS, IF
APPLICABLE (SEE INSTRUCTION B.7):
Number of Shares...239,595 Aggregate Sale Price...$6,039,536
<PAGE>
<PAGE>
12. CALCULATION OF REGISTRATION FEE:
(i) Aggregate Sale Price of Securities Sold
during the Fiscal Year in reliance on
Rule 24f-2 (from Item 10).......................$19,154,193
(ii) Aggregate Price of Shares Issued
in connection with Dividend Reinvestment Plans
(from Item 11, if applicable).................+ $6,039,536
(iii) Aggregate Price of Shares Redeemed
or Repurchased during the Fiscal Year
(if applicable)...............................- $42,358,242
(iv) Aggregate Price of Shares Redeemed
or Repurchased and previously applied as
a reduction to Filing Fees Pursuant to
Rule 24e-2(if applicable).....................+$0
(v) Net Aggregate Price of Securities Sold and issued
during the Fiscal Year in reliance on Rule 24f-2
[line(i), plus line (ii), less line (iii),
plus line (iv)] (if applicable)............... $ (17,164,513)
(vi) Multiplier prescribed by Section 6(b) under the
Securities Act of 1933 or other Applicable
Law or Regulation (see Instruction C.6)....... 1/2900
(vii) FEE DUE
[line (i) or line (v) multiplied by line(vi)]= $ 0
INSTRUCTION: Issuers should complete lines (ii), (iii), (iv), and (v)
only if the Form is being filed within 60 days after the
close of the Issuer's Fiscal Year. See Instruction C.3.<PAGE>
<PAGE>
13. CHECK BOX IF FEES ARE BEING REMITTED TO THE COMMISSION'S LOCKBOX
DEPOSITORY AS DESCRIBED IN SECTION 3a OF THE COMMISSION'S RULES OF
INFORMAL AND OTHER PROCEDURES (17 CFR 203.3a)
[ ]
DATE OF MAILING OR WIRE TRANSFER OF FILING FEES TO THE COMMISSION'S
LOCKBOX DEPOSITORY:
SIGNATURES
THIS REPORT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS ON BEHALF OF
THE ISSUER AND IN THE CAPACITIES AND ON THE DATES INDICATED.
By: Willaim J. Baltrus By:
Title: Attorney-In-Fact Title:
Date: March 26, 1996 Date: , 1996
* Please print the name and title of the signing officer below the
signature.<PAGE>
March 20, 1996
Stratton Monthly Dividend Shares, Inc.
Plymouth Meeting Executive Campus
610 West Germantown Pike, Suite 361
Plymouth Meeting, PA 19462
RE: Rule 24f-2 Notice for Stratton Monthly Dividend
Shares, Inc. (Registration No. 2-42379)
Ladies and Gentlemen:
We have acted as counsel to Stratton Monthly Dividend
Shares, Inc., a Maryland corporation (the "Company"), in
connection with the filing of the Company's Rule 24f-2 Notice for
the fiscal year ended January 31, 1996 (the "Fiscal Year").
In giving the opinion stated below, we have reviewed
originals or copies, certified or otherwise identified to our
satisfaction, of the Company's Certificate of Incorporation, By-Laws,
resolutions of its Board of Directors, and such other docu-
ments and corporate records as we have deemed appropriate; and we
have relied upon a certificate of an officer of the Company as to
(i) the number of shares of the Company's common stock, par value
$1.00 per share ("Common Stock"), sold during the Fiscal Year in
reliance upon registration pursuant to Rule 24f-2 under the
Investment Company Act of 1940 ("Rule 24f-2"), (ii) the number of
shares of Common Stock issued during the Fiscal Year in
connection with the Company's dividend reinvestment plan, and
(iii) the matters discussed in the next paragraph. We express no
opinion concerning the laws of any jurisdiction other than the
Maryland General Corporation Law and the Federal Law of the
United States of America.<PAGE>
<PAGE>
We have been informed by the Company that at no time
during the Company's Fiscal Year did the number of issued and
outstanding shares of the Company's Common Stock exceed the
number of authorized shares classified at the time as Common
Stock.
Based upon the foregoing, it is our opinion that the
757,154 shares of Common Stock sold by the Company during the
Fiscal Year in reliance upon registration pursuant to Rule 24f-2
and the 239,595 shares of Common Stock issued by the Company
during the Fiscal Year in connection with its dividend
reinvestment plan have been validly issued and are fully paid and
non-assessable shares of Common Stock of the Company.
We hereby consent to the filing of this opinion with
the Securities and Exchange Commission as part of the Company's
Rule 24f-2 Notice.
Very truly yours,
/s/Drinker Biddle & Reath
DRINKER BIDDLE & REATH
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)
