July 25, 1995
Securities and Exchange Commission
Public Filing Desk
Judiciary Plaza
450 Fifth Street, NW
Washington, DC 20549
RE: Stratton Growth Fund, Inc.
Rule 24f-2 Notice --- File No. 2-44752
Gentlemen:
In accordance with the provisions of Rule 24f-2 under the
Investment Company Act of 1940, Stratton Growth Fund, Inc. (the
"Fund") hereby files one copy of its 24f-2 Notice for the fiscal
year ended May 31, 1995.
Enclosed herewith is an Opinion of Counsel 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 the filing fee due from the Fund ($169.35) was
wired to the Commission, as follows:
To: Mellon Bank
ABA: #043-0002-61
A/C: #910-873-9
FBO: Securities and Exchange Commission
Reference: SEC Filing Fee Account #0000030137
Date of Wire: July 24, 1995
Confirm: Wire # 3150
Time: 1:55 PM
Sincerely,
William J. Baltrus
Corporate Compliance Administrator
Stratton Growth Fund, Inc.<PAGE>
July 25, 1995
Securities and Exchange Commission
Public Filing Desk
Judiciary Plaza
450 Fifth Street N.W.
Washington, DC 20549
Re: Stratton Growth Fund, Inc.
Rule 24f-2 Notice --- File No. 2-44752
Gentlemen:
In accordance with the provisions of Rule 24f-2, Stratton Growth
Fund, Inc. (the "Fund") hereby files its Rule 24f-2 Notice.
(i) This Rule 24f-2 Notice is being filed for the fiscal year
ended May 31, 1995.
(ii) No shares of the Fund registered under the Securities Act of
1933 (other than pursuant to Rule 24f-2) remained unsold at
the beginning of the fiscal year.
(iii)64,650 shares of the Fund were registered during the fiscal
year other than pursuant to Rule 24f-2.
(iv) 251,048 shares of the Fund were sold during the fiscal
year.
(v) 186,398 shares of the Fund were sold during the fiscal year
in reliance upon Rule 24f-2. 1
1. Calculation of the filing fee:
(A) Aggregate sale price for shares specified
in item (v). . . . . . . . . . . . . $3,898,467
(B) Aggregate redemption price of securities
repurchased: . . . . . . . . . . $(3,407,365)
Amount on which fee is to be calculated
(Difference between (A), (B) . . . . . . . . . . . $491,102
FILING FEE: $491,102 / 2900 = $169.35<PAGE>
Attached to this Rule 24f-2 Notice, and made a part hereof, is an
Opinion of Counsel indicating that the shares the registration of
which the Notice makes definite in number were legally issued,
fully-paid and non-assessable.
STRATTON GROWTH FUND, INC.
William J. Baltrus, as Attorney-in-Fact
and Agent for Patricia L. Sloan,
Secretary and Treasurer, pursuant to
Power-of-Attorney <PAGE>
July 20, 1995
Stratton Growth Fund, Inc.
Plymouth Meeting Executive Campus
610 West Germantown Pike, Suite 300
Plymouth Meeting, PA 19462
RE: Rule 24f-2 Notice for Stratton Growth Fund, Inc.
(Registration No. 2-44752)
Ladies and Gentlemen:
We have acted as counsel to Stratton Growth Fund, Inc.,
a Maryland corporation (the "Company"), in connection with the
registration of 186,398 shares of its Common Stock, par value
$.10 per share, under the Securities Act of 1933. During the
Company's fiscal year ended May 31, 1995 (the "Fiscal Year"), all
of the foregoing shares were registered pursuant to Rule 24f-2
under the Investment Company Act of 1940, as amended ("Rule 24f-
2").
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 deem appropriate; and we have
relied upon a certificate of a Company officer as to the number
of shares registered during the Fiscal Year under Rule 24f-2 and
as to 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.
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.
Based upon the foregoing, it is our opinion that the
186,398 shares of Common Stock sold by the Company in reliance
upon registration pursuant to Rule 24f-2 during the Fiscal Year<PAGE>
Stratton Growth Fund, Inc.
July 20, 1995
Page 2
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
24f-2 Notice.
Very truly yours,
/s/ Drinker Biddle & Reath
DRINKER BIDDLE & REATH
PHTRANS:57550_1.WP5
