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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:
Stratton Growth Fund, Inc.
610 West Germantown Pike, Suite #300
Plymouth Meeting PA 19428
2. Name of each series or class of funds for which this notice is
filed:
Stratton Growth Fund, Inc.
3. Investment Company Act File Number: 811-2297
Securities Act File Number: 2-44752
4. Last day of fiscal year for which this notice is filed:
May 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 issuers's 24f-2 declaration:
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6. Date of termination of issuer's declaration under Rule 24f-2(a)(1),
if applicable (see instruction A.6):
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:
Number of shares 0 Amount 0
8. Number and amount of securities registered during the fiscal year
other than pursuant to Rule 24f-2:
Number of shares 0 Amount 0
9. Number and aggregate sale price of securities sold during the
fiscal year:
Number of Shares 234,168 Aggregate Sale Price $5,879,301
10. Number and aggregate sale price of securities sold during the
fiscal year in reliance upon registration pursuant to Rule 24f-2:
Number of Shares 234,168 Aggregate Sale Price $5,879,301
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):
Number of Shares 80,419 Aggregate Sale Price $1,841,377
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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).....................$5,879,301
(ii) Aggregate price of shares issued
in connection with dividend reinvestment plans
(from item 11, if applicable).................+1,841,377
(iii) Aggregate price of shares redeemed
or repurchased during the fiscal year
(if applicable)...............................-3,936,764
(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)............... 3,783,914
(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)]: $1,304.80
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 Commision's Rules of
Informal and Other Procedures(17 CFR 202.3a):
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Date of mailing or wire transfer of filing fees to the Commission's
lockbox depository:
July 29, 1996
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/ William J. Baltrus, Attorney-in-Fact
Date: July 29, 1996
* Please print the name and title of the signing officer below the
signature.
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and appoints
Joseph M. O'Donnell, Gerald J. Holland, and William J. Baltrus and each of
them, with full power to act without the other, as true and lawful attorney-
in-fact and agent, with full and several power of substitution, to sign any
Post-Effective Amendment to the Registration Statement of the Stratton Growth
Fund, Inc. (the "Fund") to be filed with the Securities and Exchange Commission
under the Investment Company Act of 1940, as amended, and the Securities Act of
1933, as amended, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission; granting to such
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act requisite and necessary to be done in connection
therewith, as fully as Patricia L. Sloan might or could do in person, hereby
ratifying and confirming all that such attorneys-in-fact and agents or any of
them, or their or his/her substitute or substitutes, may lawfully do or cause
to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney on the
____ day of March, 1995.
Patrica L. Sloan
Secretary and Treasurer
ACKNOWLEDGEMENT
State of ________________ )
) ss:
County of ________________ )
The foregoing instrument was acknowledged before me on this ____ day of March,
1995 by Patricia L. Sloan, Secretary and Treasurer of the Stratton Growth Fund,
Inc.
______________________________________________
NOTARY PUBLIC
In and for the County of __________________
State of __________________
My Commission Expires: __________________
(NOTARIAL SEAL)
Law Offices
Drinker Biddle & Reath
Philadelphia National Bank Building
1345 Chestnut Street
Philadelphia, PA 19107-3496
Telephone: (215) 988-2700
Telex: 834684
Fax: (215) 988-2757
July 26, 1996
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
filing of the Company's Rule 24f-2 Notice for the fiscal year
ended May 31, 1996 (the "Fiscal Year").
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 have deemed appropriate; and we
have relied upon a certificate of an officer of the Company as to
(i) the number of shares of the Company's common stock, par value
$.10 per share ("Common Stock"), sold during the Fiscal Year in
reliance upon registration pursuant to Rule 24f-2 under the
Investment Company Act of 1940 ("Rule 24f-2"), (ii) the number of
shares of Common Stock issued during the Fiscal Year in
connection with the Company's dividend reinvestment plan, and
(iii) the matters discussed in the next paragraph. We express no
opinion concerning the laws of any jurisdiction other than the<PAGE>
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 classified at the time as Common
Stock.
Based upon the foregoing, it is our opinion that the
234,168 shares of Common Stock sold by the Company during the
Fiscal Year in reliance upon registration pursuant to Rule 24f-2
and the 80,419 shares of Common Stock issued by the Company
during the Fiscal Year in connection with its dividend
reinvestment plan 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
Rule 24f-2 Notice.
Very truly yours,
/s/ Drinker Biddle & Reath
DRINKER BIDDLE & REATH
