DFA INVESTMENT DIMENSIONS GROUP INC
485B24E, 1995-11-17
Previous: SHELTER PROPERTIES III LTD PARTNERSHIP, SC 14D1/A, 1995-11-17
Next: REAL ESTATE ASSOCIATES LTD IV, 10-Q, 1995-11-17



                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C.  20549

                                    FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933            X  
     Pre-Effective Amendment No. _____                                
     Post-Effective Amendment No. 36 File No. 2-73948              X  

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940    X  
     Amendment No. 37 File No. 811-3258                            X  

                      DFA INVESTMENT DIMENSIONS GROUP INC.            
               (Exact Name of Registrant as Specified in Charter)

     1299 Ocean Avenue, 11th Floor, Santa Monica CA                90401   
     (Address of Principal Executive Office)                (Zip Code)

     Registrant's Telephone Number, including Area Code      (310) 395-8005

     Irene R. Diamant, Vice President and Secretary, DFA Investment Dimensions
     Group Inc., 1299 Ocean Avenue, 11th Floor, Santa Monica, California  90401
                     (Name and Address of Agent for Service)

Copies of communications to Stephen W. Kline, Esquire, Stradley, Ronon, Stevens
& Young, Great Valley Corporate Center, 30 Valley Stream Parkway, Malvern, PA
19355, (610) 640-5801.

It is proposed that this filing will become effective (check appropriate box):

     _X_  Immediately upon filing pursuant to paragraph (b) of Rule 485.

This Registrant has registered an indefinite number of shares of common stock
under the Securities Act of 1933 pursuant to Rule 24f-2 under the Investment
Company Act of 1940.  On January 26, 1995, Registrant filed a Rule 24f-2 Notice
for Registrant's most recent fiscal year which ended November 30, 1994.  This
amendment is filed for the purpose of registering an additional number of
shares pursuant to Section 24(e)(1).

        Calculation of Registration Fee Under the Securities Act of 1933
                            Proposed maxi-   Proposed maxi-
Title of secur-  Amount     mum offering     mum aggregate    Amount of
ities being      being        price            offering      registration
registered*    registered    per unit*          price            fee**

                                             $692,059,726   $138,411.95


    *     The title and amount of the shares of each series being registered
          herein, and the public offering price per share of each as of the
          close of business on November 15, 1995 appears in the table on the
          following page.

   **     The registration fee has been computed at 1/50th of one percent in    
          accordance with Section 6(b) as in effect on November 17, 1995.

The Trustees and principal officers of The DFA Investment Trust Company also
have executed this registration statement.

             <PAGE>
Table of securities titles and amounts


                                                       Public
                                                      Offering     Aggregate
                                          Number        Price      Offering
Title                                    of shares    Per Share      Price  

The U.S. Large Company
  Portfolio Shares                       1,488,102     $17.85     $26,562,612

The U.S. 9-10 Small Company
  Portfolio Shares                       5,404,786     $11.05     $59,722,890

The DFA One-Year Fixed Income
  Portfolio Shares                        502,095      $101.84    $51,133,332

The DFA Five-Year Government
  Portfolio Shares                        590,348      $103.02    $60,817,619
                                        
The Japanese Small Company
  Portfolio Shares                       3,020,603     $22.02     $66,513,686

The DFA Intermediate Government
  Fixed Income Portfolio Shares           69,883       $113.32    $7,919,147

The DFA Global Fixed Income
  Portfolio Shares                        498,018      $107.32    $53,447,286

The Large Cap International
  Portfolio Shares                        653,378      $12.53     $8,186,827

The U.S. 6-10 Small Company
  Portfolio Shares                       3,219,219     $12.84     $41,334,768

The U.S. Small Cap Value
  Portfolio Shares                       5,626,063     $14.05     $79,046,189

The U.S. Large Cap Value
  Portfolio Shares                        640,655      $13.05     $8,360,547

The DFA/AEW Real Estate
  Securities Portfolio Shares             742,018      $10.37     $7,694,724

DFA International High Book
  to Market Portfolio Shares             3,752,671     $11.99     $44,994,531

The Emerging Markets Portfolio
  Shares                                 3,359,724      $9.93     $33,362,059

DFA International Small Cap
  Value Portfolio Shares                11,846,507      $9.65    $114,318,797

VA Large Value Portfolio
  Shares                                  472,460      $11.71     $5,532,506

VA Global Bond Portfolio
  Shares                                  28,765       $108.19    $3,112,078

VA Small Value Portfolio
  Shares                                  519,212       $9.63     $5,000,010

VA International Value
  Portfolio Shares                        507,615       $9.85     $5,000,010

VA International Small
  Portfolio Shares                        514,404       $9.72     $5,000,010

VA Short-Term Fixed
  Portfolio Shares                        49,911       $100.18    $5,000,100
                                                                $692,059,726
<PAGE>
                                    PART C

                                OTHER INFORMATION

Item 24.  Financial Statements and Exhibits

     (b). Exhibits:

          10.  Opinion of counsel as to the legality of the shares registered
               herewith, and consent to the use thereof
<PAGE>
                                SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant certifies that it meets all
of the requirements for effectiveness of this Registration Statement
pursuant to Rule 485(b) under the Securities Act of 1933 and has duly
caused this Amendment No. 36 to the Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of
Santa Monica and State of California on the 16th day of November, 1995.

                         DFA INVESTMENT DIMENSIONS GROUP INC.

                         By:  David G. Booth*                
                              David G. Booth
                              President

     Pursuant to the requirements of the Securities Act of 1933, this Post-
Effective Amendment No. 36 to the Registration Statement has been signed by
the following persons in the capacities and on the dates indicated.

     Signature                     Title                    Date

                              Director and
David G. Booth*               Chairman-Chief           November 16, 1995
David G. Booth                Executive Officer

                              Director and
Rex A. Sinquefield*           Chairman-Chief           November 16, 1995
Rex A. Sinquefield            Investment Officer

                              Chief Financial
Michael T. Scardina*          Officer, Treasurer       November 16, 1995
Michael T. Scardina           and Vice President

George M. Constantinides*     Director                 November 16, 1995
George M. Constantinides

John P. Gould*                Director                 November 16, 1995
John P. Gould

Roger G. Ibbotson*            Director                 November 16, 1995
Roger G. Ibbotson

Merton H. Miller*             Director                 November 16, 1995
Merton H. Miller

Myron S. Scholes*             Director                 November 16, 1995
Myron S. Scholes

*By: Irene R. Diamant           
     Irene R. Diamant
     Attorney-in-Fact
(Pursuant to Power of Attorney previously filed on October 3, 1994, with the
 SEC as Exhibit 17 to Post-Effective Amendment No. 31 to the Registration
 Statement of DFA Investment Dimensions Group Inc. (File No. 2-73948)).

<PAGE>
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant certifies that it meets all
of the requirements for effectiveness of this Registration Statement
pursuant to Rule 485(b) under the Securities Act of 1933 and has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Santa Monica and
State of California on the 16th day of November, 1995.

                         THE DFA INVESTMENT TRUST COMPANY

                         By:  David G. Booth*                
                              David G. Booth
                              President

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

     Signature                     Title                    Date

                              Trustee and
David G. Booth*               Chairman-Chief           November 16, 1995
David G. Booth                Executive Officer

                              Trustee and
Rex A. Sinquefield*           Chairman-Chief           November 16, 1995
Rex A. Sinquefield            Investment Officer

                              Chief Financial
Michael T. Scardina*          Officer, Treasurer       November 16, 1995
Michael T. Scardina           and Vice President

George M. Constantinides*     Trustee                  November 16, 1995
George M. Constantinides

John P. Gould*                Trustee                  November 16, 1995
John P. Gould

Roger G. Ibbotson*            Trustee                  November 16, 1995
Roger G. Ibbotson

Merton H. Miller*             Trustee                  November 16, 1995
Merton H. Miller

Myron S. Scholes*             Trustee                  November 16, 1995
Myron S. Scholes


*By: Irene R. Diamant         
     Irene R. Diamant
     Attorney-in-Fact
(Pursuant to Power of Attorney filed on August 2, 1994 with the SEC as
 Exhibit 17(ii) to the Registration Statement of
Dimensional Investment Group Inc. (File No. 33-33980).)

<PAGE>
                          EXHIBIT INDEX


EXHIBIT NO.                   DESCRIPTION

24(b)(10)        Opinion of Counsel as to the legality of the
                 shares registered herewith and consent to the
                 use thereof



                Stradley, Ronon, Stevens & Young
                    2600 One Commerce Square
                Philadelphia, Pennsylvania  19103



Direct Dial: (215) 564-8074


                        November 17, 1995



DFA Investment Dimensions Group Inc.
1299 Ocean Avenue, 11th Floor
Santa Monica, CA  90401

Gentlemen:

          You have informed us that DFA Investment Dimensions
Group Inc., a Maryland corporation (the "Fund"), intends to file
with the United States Securities and Exchange Commission (the
"SEC") a post-effective amendment to its registration statement
under the Securities Act of 1933, as amended (the "1933 Act"),
registering the below-described shares of common stock of the
following classes ("Portfolios") under the 1933 Act:


Title                                         Number of Shares

The U.S. Large Company Portfolio Shares           1,488,102
The U.S. 9-10 Small Company Portfolio Shares      5,404,786
The DFA One-Year Fixed Income Portfolio Shares     502,095
The DFA Five-Year Government Portfolio Shares      590,348
The Japanese Small Company Portfolio Shares       3,020,603
The DFA Intermediate Government Fixed Income
  Portfolio Shares                                 69,883
The DFA Global Fixed Income Portfolio Shares       498,018
The Large Cap International Portfolio Shares       653,378
The U.S. 6-10 Small Company Portfolio Shares      3,219,219
The U.S. Small Cap Value Portfolio Shares         5,626,063
The U.S. Large Cap Value Portfolio Shares          640,655
The DFA/AEW Real Estate Securities Portfolio
  Shares                                           742,018
DFA International High Book to Market 
  Portfolio Shares                                3,752,671
The Emerging Markets Portfolio Shares             3,350,724
DFA International Small Cap Value Portfolio
  Shares                                         11,846,507
VA Large Value Portfolio Shares                    472,460
VA Global Bond Portfolio Shares                    28,765
VA Small Value Portfolio Shares                    519,212
VA International Value Portfolio Shares            507,615
VA International Small Portfolio Shares            514,404
VA Short-Term Fixed Portfolio Shares               49,911

          We serve as legal counsel to the Fund and, as such,
have reviewed the Articles of Incorporation of the Fund, its
Bylaws, the registration statement it has filed with the SEC
under the Investment Company Act of 1940 and the 1933 Act, and
such minutes of the corporate proceedings and other documents as
we deem material to our opinion.  Based on the foregoing, we are
of the opinion that the shares described in the first paragraph
of this letter, when issued in accordance with the prospectus of
the Fund, will be fully-paid, non-assessable and legally issued
shares of common stock of the Fund.

          We hereby consent to the filing of this opinion with
the SEC as an exhibit to the amendment to the Fund's  
registration statement under the 1933 Act, and to the reference
to us in the prospectus of the Fund as legal counsel who have
passed upon the legality of the offering of such shares of common
stock.  We also consent to the filing of this opinion with the
securities regulatory agencies of any states or other
jurisdictions in which the shares of common stock of the Fund are
offered for sale.

                              Very truly yours,
                              
                              STRADLEY, RONON, STEVENS & YOUNG



                              By:  s/ Steven M. Felsenstein     
                                  Steven M. Felsenstein, Partner

SMF/cgm



© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission