Annual Notice of Securities Sold Pursuant to Rule 24F-2
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:
Flag Investors Real Estate Securities Fund, Inc.
One South Street
Baltimore, MD 21202
________________________________________________________________
2. Name of each series or class of funds for which this notice
is filed:
Flag Investors Class A
Flag Investors Class B
________________________________________________________________
3. Investment Company Act File Number: 811-8500
Securities Act File Number: 33-78648
________________________________________________________________
4. Last day of fiscal year for which this notice is filed:
December 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:
N/A
[ ]
________________________________________________________________
6. Date of termination of issuer's declaration under rule 24f-
2(a)(1), if applicable (see Instruction A.6):
N/A
________________________________________________________________
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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:
None
________________________________________________________________
8. Number and amount of securities registered during the
fiscal year other than pursuant to rule 24f-2:
None
________________________________________________________________
9. Number and aggregate sale price of securities sold during
the fiscal year:
1,010,578 shares @ $ 12,092,429.37 (See Schedule A
attached)
________________________________________________________________
10. Number and aggregate sale price of securities sold during
the fiscal year in reliance upon registration pursuant to
rule 24f-2:
1,010,578 shares @ $ 12,092,429.37 (See Schedule A
attached)
________________________________________________________________
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):
Included in Item 9 above.
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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):
$ 12,092,429.37
__________________
(ii) Aggregate price of shares issued in connection with
dividend reinvestment plans (from Item 11, if
applicable):
+ --
__________________
(iii) Aggregate price of shares redeemed or repurchased
during the fiscal year (if applicable):
- 1,349,523
__________________
(iv) Aggregate price of shares redeemed or repurchased and
previously applied as a reduction to filing fees
pursuant to rule 24e-2 (if applicable):
+ --
__________________
(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):
$ 10,742,906.37
__________________
(vi) Multiplier prescribed by Section 6(b) of the
Securities Act of 1933 or other applicable law or
regulation (see Instruction C.6):
x 1/3,300
__________________
(vii) Fee due {line (i) or line (v) multiplied by line
(vi)}:
$ 3,255.43
====================
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.
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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).
[X]
Date of mailing or wire transfer of filing fees to the
Commission's lockbox depository:
February 12, 1997
SIGNATURES
This report has been signed by the following person on behalf of
the issuer and in the capacities and on the date indicated.
By (Signature and Title)* /s/ Joseph A. Finelli
Joseph A. Finelli, Treasurer
Date February 19, 1997
* Please print the name and title of the signing officer
below the signature.
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FLAG INVESTORS REAL ESTATE SECURITIES FUND, INC.
SCHEDULE A
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>
VALUE OF AGGREGATE
SHARES AGGREGATE DRP DRP SHARES SHARES REDEMPTION
CLASS SOLD SALES PRICE SHARES REDEEMED PRICE
Flag A 807,325 $ 9,653,692.37* 63,818 $ 787,477 84,104 $ 1,047,300
Flag B 124,181 1,463,859.00 15,254 187,401 26,509 302,223
________ ______________ ________ ________ _________ ___________
931,506 $ 11,117,551.37* 79,072 $ 974,878 110,613 $ 1,349,523
<FN>
* Includes front-end sales commissions of $224,818.37 on Class A Shares
Computation of fee: $ 12,092,429.37 - 1,349,523 = $10,742,906.37 Divided by 3,300
==============
Fee Required $ 3,255.43
================
</TABLE>
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2000 One Logan Square Morgan, Lewis
&Bockius LLP
Philadelphia, PA 19103-6993 COUNSELORS AT LAW
215-963-5000
FAX: 215-963-5299
February 19, 1997
Flag Investors Real Estate Securities Fund, Inc.
One South Street
Baltimore, MD 21202
Re: Rule 24f-2 Notice for Flag Investors
Real Estate Securities Fund, Inc. (the "Fund")
(File Nos. 33-78648 and 811-8500)
Gentlemen:
Flag Investors Real Estate Securities Fund, Inc. (the "Fund") is
a corporation organized under the laws of the State of Maryland
with its principal place of business in Baltimore, Maryland.
The Fund is an open-end diversified management investment
company registered with the Securities and Exchange Commission
(the "Commission") under the Investment Company Act of 1940 (the
"1940 Act"). This opinion relates to shares of common stock,
par value $.001 per share, sold by the Fund in reliance upon
Rule 24f-2 during the fiscal year ended December 31, 1996, the
registration of which is made definite by the filing of the
attached Notice.
We have reviewed all proceedings taken by the Fund in connection
with the offer and sale of the shares of common stock, par value
$.001 per share, which have been offered under Prospectuses
included as part of the Fund's Registration Statement on Form N-
1A, as amended to the date hereof, which has been filed with the
Commission under the Securities Act of 1933 and the 1940 Act
(collectively, the "Registration Statement").
We are of the opinion that such shares of common
stock, when sold and issued in return for the payment described
in the Fund's Registration Statement, were legally issued, fully
paid and non-assessable by the Fund.
Very truly yours,
/s/ Morgan, Lewis & Bockius LLP
cc: Mr. Joseph A. Finelli
Philadelphia Washington New York Los Angeles Miami
Harrisburg Pittsburgh Princeton
London Brussels Frankfurt Tokyo Singapore Jakarta
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