SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Final Rule 24f-2 Notice
for
Lindner Dividend Fund, Inc.
1940 Act File No. 811-2496
(1) Lindner Dividend Fund, Inc. (the "Fund") proposes to cease its
operations. Accordingly, pursuant to Rule 24f-2(b)(3), on or about the
date this notice is filed, the Fund is filing a post-effective
amendment to its registration statement under the Securities Act of
1933 terminating its declaration pursuant to Rule 24f-2(a)(1).
(2) The Fund offered and sold its common stock, par value $1.00 per share,
pursuant to the Rule 24f-2 declaration from March 1, 1995 through June
30, 1995. Pursuant to an Agreement and Plan of Reorganization dated as
of April 6, 1995, between the Fund and Lindner Investments, a
Massachusetts business trust, on June 29, 1995, the Fund transferred
all of its assets to a separate series of Lindner Investments in
exchange for shares of capital stock of such series and the assumption
by such series of all of the liabilities of the Fund, and the Fund
immediately thereafter redeemed all of the 73,201,922.513 shares of its
common stock that were outstanding at the time. The Fund has not
offered or sold any of its shares since June 30, 1995 and will not do
so in the future. The period from and including March 1, 1995 to and
including the effective date of the post-effective amendment referred
to in the preceding paragraph is referred to in this notice as the
"Final Period."
(3) This Notice is filed for the Final Period pursuant to Rule 24f-2(b)(3).
(4) Number or amount of securities of same class registered under
Securities Act of 1933 other than pursuant to Rule 24f-2 and remaining
unsold at beginning of the Final Period: -0-.
(5) Number or amount of securities registered during the Final Period other
than pursuant to Rule 24f-2: -0-.
(6) Number or amount of securities sold during the Final Period:
9,115,821.095 shares
(7) The number or amount of securities sold during the Final Period in
reliance upon registration pursuant to Rule 24f-2: 9,115,821.095
shares
LINDNER DIVIDEND FUND, INC.
Dated: August 3, 1995 By: /S/ BRIAN L. BLOMQUIST
Brian L. Blomquist,
Vice President
<PAGE>
Calculation of Rule 24f-2 fee, if any:
Aggregate Sale Price --
(i) Aggregate sale price for securities specified in (7) above and
sold during the Final Period pursuant to Rule 24f-2:
$232,667,520.56, less
(ii) the difference between (a) the actual aggregate redemption or
repurchase price of such securities of the issuer redeemed or
repurchased by the issuer during the Final Period, or
$2,003,628,700.81, and (b) the actual aggregate redemption or
repurchase price of such securities previously applied by the
issuer pursuant to Section 24e-2(a) in filings made pursuant to
Section 24(e)(1) of the Investment Company Act of 1940, or $0;
(iii) equals: ($1,770,961,180.25).
Calculation of fee pursuant to Section 6(b) of Securities Act of 1933:
(iv) ($1,770,961,180.25) x .01 = $0
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<PAGE>
August 3, 1995
VIA EDGAR
Securities and Exchange Commission
Division of Investment Management
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Final Rule 24f-2 Notice for Lindner Dividend Fund, Inc.
File No. 2-51681 (1933 Act)
File No. 811-2496 (1940 Act)
Ladies and Gentlemen:
This Firm has served as counsel to Lindner Dividend Fund, Inc. (the
"Fund") for purposes of the enclosed Rule 24f-2 filing. In connection with
the opinion set forth below, we have examined the Fund's Articles of
Incorporation, as amended to date, and its Restated and Amended Bylaws. We
have also reviewed minutes of the meetings of the Fund's Board of Directors
and shareholders held during the period from March 1, 1995 to date. Finally,
in rendering the opinion set forth below, we are relying upon the accuracy of
a certain certificate dated July 31, 1995, provided to us by the Fund with
respect to the number of shares issued and outstanding during various periods
of time ending with June 30, 1995 and other matters.
Based on the foregoing, it is our opinion that the securities referred
to in the Fund's Final Rule 24f-2 Notice dated August 3, 1995, the
registration of which such Notice makes definite in number, were legally
issued, are fully paid and are non-assessable.
Very truly yours,
DYKEMA GOSSETT PLLC
By: /S/ PAUL R. RENTENBACH
Paul R. Rentenbach
