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 THE FORM BEFORE PREPARING FORM.
PLEASE PRINT OR TYPE.
1. Name and address of issuer: Heitman Securities Trust
180 N. LaSalle Street
Suite 3600
Chicago, IL 60601
2. Name of each series or class of funds Heitman Real Estate Fund
for which this notice is filed:
3. Investment Company Act File Number: 811-5653
Securities Act File Number: 33-24611
4. Last day of fiscal year for which this
notice is filed: December 31, 1995
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- I---I
2 declaration: I I
I---I
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: 1,088,600 shares
$ 6,686,345
8. Number and amount of securities
registered during the fiscal year
other than pursuant to rule 24f-2: 0 shares
$ 0
9. Number and aggregate sale price of
securities sold during the fiscal 3,332,322 shares
year: $27,329,127
10. Number and aggregate sale price of
securities sold during the fiscal year
in reliance upon registration pursuant
to rule 24f-2: 3,332,322 shares
$27,329,127
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): 377,080 shares
$ 3,074,718
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): $ 27,329,127
--------------
(ii) Aggregate price of shares issued
in connection with dividend
reinvestment plans (from Item
11, if applicable): + 3,074,718
--------------
(iii) Aggregate price of shares
redeemed or repurchased during
the fiscal year (if applicable): - 30,403,845
--------------
(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): 0
--------------
(vi) Multiplier prescribed by Section
6(b) of the Securities Act of
1933 or other applicable law or
regulation (see Instruction
C.6): x 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.
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 202.3a). I---I
I I
Date of mailing or wire transfer of I---I
filing fees to Commission's lockbox
depository: N/A
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 (Signature and Title)* /s/ Nancy B. Lynn
-----------------------------
Nancy B. Lynn, Secretary
Date: February 29, 1996
-----------------
* Please print the name and title of the signing officer below the
signature.
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GOODWIN, PROCTER & HOAR
A PARTNERSHIP INCLUDING PROFESSIONAL CORPORATIONS
COUNSELORS AT LAW
EXCHANGE PLACE
BOSTON, MASSACHUSETTS 02109-2881
TELEPHONE (617) 570-1000
TELECOPIER (617) 523-1231
TELEX 94-0640
CABLE - GOODPROCT. BOSTON
February 29, 1996
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Rule 24f-2 Notice for Heitman Securities Trust -
1933 Act File No. 33-24611
Gentlemen:
As counsel to Heitman Securities Trust (the "Trust"), we
have been requested to render this opinion in connection
with the filing by the Trust of a Rule 24f-2 Notice (the
"Notice") with respect to its fiscal year ended December 31,
1995.
Reference is made to the Notice wherein the Trust reports
the number of shares (the "Shares") representing interests
in the Heitman Real Estate Fund series of the Trust sold
during the fiscal year ended December 31, 1994 in reliance
upon Rule 24f-2 under the Investment Company Act of 1940, as
amended.
We have examined the Trust's First Amended and Restated
Trust Agreement dated February 28, 1995, as amended, the By-
Laws of the Trust, as amended, the Notice, certain votes
adopted by the Trustees of the Trust, and such other
documents as we deemed necessary for purposes of this
opinion.
Based upon the foregoing, and assuming that all of the
Shares were sold, issued and paid for in accordance with the
terms of the Trust's Prospectus and Statement of Additional
Information contained in the Trust's Registration Statement
on Form N-1A in effect at the time of sale, in our opinion
the Shares were legally issued and are fully paid and non-
assessable by the Trust.
Very truly yours,
By/s/ Goodwin, Procter &
Hoar
GOODWIN, PROCTER & HOAR
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