STRATTON GROWTH FUND INC
N-30D, 1996-07-26
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<PAGE>
 
    STRATTON
    GROWTH
    FUND, INC.
=========================================








    SGF

=========================================
              ANNUAL REPORT
              MAY 31, 1996
<PAGE>
 
                                FUND HIGHLIGHTS
 
<TABLE> 
<CAPTION> 
                                     May 31,             February 29,
                                      1996                    1996
                                   ----------          ----------------
<S>                             <C>                    <C> 
Total Net Assets.............   $  42,880,040           $    41,052,574
Net Asset Value Per Share....   $       27.18           $         26.21
Shares Outstanding...........       1,577,380                 1,566,514
Number of Shareholders.......           1,247                     1,189
Average Size Account.........   $      34,387           $        34,527
 
</TABLE>

===========================================================================
Portfolio Changes For the Quarter Ended May 31, 1996

Major Purchases                            Major Sales

Lukens, Inc.                               CoreStates Financial Corp.
SmithKline Beecham PLC ADRs/(1)/
 

/(1)/ New Holdings



Ten Largest Holdings May 31, 1996
<TABLE>
<CAPTION>
 
                                      Market     Percent
                                      Value       of TNA
                                   ------------  --------
<S>                                <C>           <C>
Sturm, Ruger & Co., Inc..........   $ 2,481,250      5.8%
Olin Corp........................     2,312,500      5.4
CoreStates Financial Corp........     2,190,234      5.1
EG & G, Inc......................     1,957,500      4.6
International Paper Co...........     1,817,662      4.2
Phelps Dodge Corp. NY............     1,712,500      4.0
Carpenter Technology Corp........     1,661,750      3.9
Du Pont (E.I.) De Nemours & Co...     1,595,000      3.7
Potlatch Corp....................     1,443,750      3.4
Westvaco Corp....................     1,440,000      3.3
                                    -----------     ----
                                    $18,612,146     43.4%
                                    ===========     ====
</TABLE>

                                       2
<PAGE>
 
DEAR SHAREHOLDER:

For the fiscal year ended May 31, 1996, Stratton Growth Fund's net asset value
per share rose to $27.18.  During that twelve month period, the Fund paid
capital gain distributions of $0.945 and income dividends of $0.54 for a total
payout of $1.485 per share.  Total net assets of the Fund were $42,880,040 at
the end of the year, a record high.  The total return for this fiscal year was
29.62%.

The portfolio is well diversified among ten major industry groups.  During the
last twelve months our portfolio turnover has been unusually low, at only 15%.
We continue to have the largest amount of our concentration in cyclical issues;
the chemical, paper and metal industries represent a total of 33% of our
portfolio.  We believe that continued productivity of raw material producers
will show in higher cash flows and earnings for these companies.  This has been
offset in 1996 by volatile prices for raw materials much of which had been
aggravated by inventory cycles in these industries.  Another 18.4% of our
portfolio is in the interest sensitive areas of banks and insurance stocks.
These are traditional areas of value management and have been represented in our
portfolio for many years.

In the first six months of 1996, the yield on the long-term U.S. Treasury Bond
rose from just under 6% to slightly over 7%.  Investors have overreacted to
signs of strength in the economy and there has been a "growth scare" produced by
indications of higher employment growth.  There are enough checks and balances
in the economic system, especially through the bond market and higher interest
rates, to control excessive growth and inflation.  The economy should continue
to produce 2-3% growth in the second half of 1996.  This is enough for most
companies to grow earnings but not enough to trigger inflationary excesses.  We
expect interest rates to remain around current levels and perhaps decline as the
"growth scare" issue abates.

The long-term results of the Stratton Growth Fund are shown on the chart on page
4. This chart illustrates that an investment of $10,000 at the inception of the
Fund would have produced, as of May 31, 1996, $141,445 or more than fourteen
times the original investment. For the period ended June 30, 1996, Stratton
Growth Fund performance record has been an average annual total return of 10.41%
for the past ten years, 13.16% for the past fifteen years and 12.95% for the
past twenty years. The future is never guaranteed, but we do think this
performance record is strong evidence of the past values of long-term equity
investing. As a 100% No-Load Fund, we have no sales charges and therefore we
rely strongly upon your referrals in telling other investors about our Fund. We
thank you for this continued support.

                                Sincerely yours,




                   James W. Stratton        John A. Affleck
                        Chairman               President

July 2, 1996


                                       3


<PAGE>
 
                ILLUSTRATION OF AN ASSUMED $10,000 INVESTMENT 
                         IN STRATTON GROWTH FUND, INC.

     (With all Dividend Income and Capital Gains Distribution Reinvested)


  [LINE GRAPH OF ASSUMED INVESTMENT OF $10,000 IN STRATTON GROWTH FUND FROM 
                          1973-1996 APPEARS HERE] 


                150 
                140                         5/31/96
                130                        $145,184  Total Value of Investment
                120
                110                          60,327  Value of Shares Acquired
                100                                  Through Reinvestment of
                 90                                  Capital Gains Distributions
                 80
                 70                          41,919  Value of Shares Acquired   
                 60                                  Through Reinvestment of
                 50                                  Income Dividend
COST INITIAL     40
INVESTMENT       30                          42,938  Total Value of
9/30/72 $10,000  20                                  Original Shares
                 10
                  0
<TABLE>          
<CAPTION>          
Fiscal Year      
Ended 5/31                      73-74   75-76   77-78   79-80   81-82   83-84   85-86   87-88   89-90   91-92   93-94   95-96
<S>                             <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C> 
        Initial Investment      $7,630  11,280  14,155  14,597  17,299  24,755  38,310  30,774  31,059  32,464  32,622  42,938
     Reinvested Inc. Divs.      $   43     458   1,217   2,147   3,703   6,347  10,805  11,062  14,859  21,871  26,652  41,919 
     Reinvested Cap. Gains      
             Distributions      $   -       -       -       -       -       -    3,857  10,945  22,901  27,527  35,156  60,327
- -------------------------------------------------------------------------------------------------------------------------------
               Total Value      $7,630  11,738  15,372  16,744  21,002  31,102  52,972  52,781  68,819  81,862  94,430  145,184 
- -------------------------------------------------------------------------------------------------------------------------------
    If Divs. and Distribs.
        Were Taken in Cash
          $ Amt. Div. Inc.      $   46     309      537    782     932     663     537   1,548   1,959   2,440   1,699   1,706
$ Amt. Cap. Gains Distrib.      $   -       -       -       -       -       -    2,070   5,687   6,287   1,414   2,718   3,507
- -------------------------------------------------------------------------------------------------------------------------------
</TABLE> 

                                                       = 13,158 TOTAL DIV. INC.
                                                       = 21,683 TOTAL CAP. GAINS




NOTE: If dividend income and capital gains distributions were taken in cash, the
results would be as shown above under "value of original shares."

Performance quotations represent past performance, and should not be considered 
as representative of future results.  The investment return and principal value 
of an investment in the Fund will fluctuate so that an investor's shares, when 
redeemed, may be worth more or less than their original cost.


                                       4
<PAGE>
 
                            PERFORMANCE COMPARISONS
  (Price Appreciation Plus Dividends & Capital Gains Distributions Reinvested)

<TABLE>
<CAPTION>
 
Period Ended              Average Annual                 Aggregate
06/30/96                   Total Return                Total Return
- ---------------         ------------------          -------------------- 
<S>                     <C>                         <C>  
  1 year                    + 23.95%                    +   23.95%
  3 year                    + 16.80                     +   59.34
  5 year                    + 14.65                     +   98.08
 10 year                    + 10.41                     +  169.30
 15 year                    + 13.16                     +  538.68
 20 year                    + 12.95                     +1,041.13
 
</TABLE>

<TABLE>
<CAPTION>  
- -------------------------------------------------------------------------------------------------
                                                                   Past Performance Results
     Period             Stratton Growth Fund Per Share Date  Dividends & Capital Gains Reinvested
- -------------------------------------------------------------------------------------------------
   Year Ended           Net Asset     Income    Capital Gains    Year-End     Total Investment
   December 31           Value      Dividends   Distributions     Value            Return
- -------------------------------------------------------------------------------------------------
<S>                     <C>         <C>         <C>              <C>          <C> 
9/30/72 (inception)      $ 6.33         -             -          $10,000              -
      1972                 7.20         -             -           11,374         +     13.7 %
      1973                 5.48      $0.029           -            8,706         -     23.5
      1974                 4.48       0.07            -            7,223         -     17.0
      1975                 5.91       0.125           -            9,716         +     34.5
      1976                 8.11       0.14            -           13,587         +     39.8
      1977                 8.04       0.20            -           13,794         +      1.5
      1978                 8.39       0.235           -           14,786         +      7.2
      1979                 9.65       0.26            -           17,487         +     18.3
      1980                12.36       0.31            -           23,139         +     32.3
      1981                11.26       0.28            -           21,596         -      6.7
      1982                14.52       0.29            -           28,619         +     32.5
      1983                18.21       0.13            -           36,143         +     26.3
      1984                16.45       0.14        $ 0.70          34,438         -      4.7
      1985                20.09       0.20          0.61          43,885         +     27.4
      1986                20.02       0.28          2.07          48,567         +     10.7
      1987                17.23       0.70          1.53          46,685         -      3.9
      1988                19.06       0.53          1.49          57,231         +     22.6
      1989                20.24       0.71          2.49          70,849         +     23.8
      1990                17.63       0.82          0.46          66,087         -      6.7
      1991                20.27       0.725         0.435         80,747         +     22.2
      1992                20.19       0.565         0.815         86,167         +      6.7
      1993                20.05       0.51          0.905         91,687         +      6.4
      1994                19.61       0.54          1.275         98,276         +      7.2
      1995                25.33       0.54          0.945        135,302         +     37.7
- -------------------------------------------------------------------------------------------------
                         Totals:     $8.329       $13.725      Aggregate:        +  1,253.0 %
- -------------------------------------------------------------------------------------------------
</TABLE> 

The average annual total return is computed by determining the average annual
compounded rate of return during specified periods that equates the initial
amount invested to the ending redeemable value of such investment.  This is done
by dividing the ending redeemable value of a hypothetical $1,000 initial
investment by $1,000 and taking the root of the quotient equal to the number of
years (or fractional portion thereof) covered by the computation and subtracting
one from the result.

The aggregate total return is computed by determining the aggregate compounded
rate of return during specified periods that likewise equates the initial amount
invested to the ending redeemable value of such investment.

All dividends and capital gains distributions have been reinvested on the
reinvestment dates during the period.  There are no sales charges, 12b-1, or
redemption fees of any kind in Stratton Growth Fund, Inc.  Performance
quotations represent past performance, and should not be considered as
representative of future results.  The investment return and principal value of
an investment in the Fund will fluctuate so that an investor's shares, when
redeemed, may be worth more or less than their original cost.


                                       5
<PAGE>


    COMPARISON OF CHANGE IN VALUE OF $10,000 INVESTMENT IN
             STRATTON GROWTH FUND AND THE S&P 500*
            TEN YEAR PERFORMANCE (5/31/86 - 5/31/96)
 
          [GRAPH OF STRATTON GROWTH FUND APPEARS HERE]
 
        Average Annual Total Return
             1 Year   5 Year   10 Year
             29.62%   14.42%   10.61%

        SGF        S&P 500
    1986   $10,000   $10,000
    1987   $10,185   $12,119
    1988    $9,964   $11,326
    1989   $12,380   $14,343
    1990   $12,992   $16,761
    1991   $13,976   $18,736
    1992   $15,454   $20,594
    1993   $16,831   $22,982
    1994   $17,827   $23,961
    1995   $21,145   $28,785
    1996   $27,408   $36,981



    COMPARISON OF CHANGE IN VALUE OF $10,000 INVESTMENT IN
             STRATTON GROWTH FUND AND THE S&P 500*
            LIFETIME PERFORMANCE (9/30/72 - 5/31/96)

          [GRAPH OF STRATTON GROWTH FUND APPEARS HERE]

        Average Annual Total Return
            1 Year   5 Year   10 Year   15 Year   20 Year
            29.62%   14.42%   10.61%    13.04%    13.40%

        SGF        S&P 500
      72   $10,000   $10,000
      73    $8,007    $9,672
      74    $7,673    $8,330
      75   $10,061    $9,125
      76   $11,738   $10,437
      77   $13,570   $10,437
      78   $15,372   $11,103
      79   $16,038   $11,913
      80   $16,744   $14,117
      81   $23,101   $17,656
      82   $21,002   $15,747
      83   $35,320   $24,078
      84   $31,102   $23,376
      85   $39,441   $30,826
      86   $52,972   $41,874
      87   $53,953   $50,748
      88   $52,781   $47,426
      89   $65,579   $60,060
      90   $68,819   $70,186
      91   $74,034   $78,456
      92   $81,862   $86,236
      93   $89,155   $96,234
      94   $94,430  $100,333
      95  $112,007  $120,530
      96  $145,184  $154,851

   Returns shown include the reinvestment of all dividends and other
distributions. Investment return and principal value will fluctuate, so that
your shares, when redeemed, may be worth more or less than their original cost.

                  *  THE S&P 500 INDEX IS AN UNMANAGED INDEX.
<PAGE>
 
               DISCUSSION OF INVESTMENT PROCESS AND PERFORMANCE

The Stratton Growth Fund seeks, as its primary objective, possible growth of
capital with current income as a secondary objective.  Studies of historical
data show that investing in high yielding common stocks can produce above-
average returns while lowering risk and preserving capital.  For Stratton
Management, the common stock yield is the primary screen in sorting through the
equity universe.

From an overall equity universe of more than 2500 companies, we screen down to
about 350 companies by selecting stocks with a market capitalization over $200
million which also possess a dividend yield at least one-third greater than the
yield on the S&P 500.  Our second screen then reduces the universe to
approximately 60 stocks by measuring additional yield characteristics such as
dividend growth rates and dividend coverage.  These tend to be done more on a
specific industry basis. Our third step in the review involves fundamental
analysis of important characteristics such as earnings, cash flow, management
strengths and relative industry competitive position.  In this manner we reduce
the Stratton Growth Fund's buy candidate list to less than 40 stocks.  These
stocks are then available for addition to the Fund.

This is the same process that is applied at Stratton Management for the
investment of most institutional tax-exempt funds, such as endowments and
retirement plans, with a total return objective.  The process is carried out by
the investment strategy committee which has seven members.  The final selection
of stocks for the portfolio of Stratton Growth Fund is made by James W.
Stratton, who has served as portfolio manager for 24 years.  In his absence, a
back-up manager, John A. Affleck, serves.

We emphasize a clearly quantifiable sell discipline.  As stocks rise in price,
their yield will drop.  When the yield in a portfolio stock drops to only match
the yield of the S&P 500, half of our position is normally sold.  If the yield
on the stock continues to decline to 75% of the S&P 500 yield, the remaining
position is normally sold. Individual holdings are reviewed on a daily basis to
insure that the dividend criteria remain sound and that the fundamental values
are secured.  When better purchase candidates emerge within our yield universe,
we may trade from existing holdings. Our portfolio turnover normally averages
between 25% and 50% depending upon market conditions.

The primary investment characteristics of the portfolio are as follows:
approximately 30 to 40 companies will be held; volatility, as measured by the
Beta, of the stocks should be below average; the average portfolio yield should
exceed the S&P 500 yield by 50%.  By combining high dividend yields and lower
than average price volatility, the Fund should produce good relative performance
in up markets and superior relative performance in down markets.  This is our
long-term objective.

Conditions relating to the Fund's performance over the past twelve months and
our outlook for the next twelve months are presented in the President's letter
on page 3.

                                       7
<PAGE>


SCHEDULE OF INVESTMENTS                                  MAY 31, 1996

<TABLE> 
<CAPTION> 

                                                            Market
Number of                                                   Value
 Shares                       Security                     (Note 1)
- --------                      --------                   ------------
<S>         <C>                                         <C> 
            COMMON STOCKS - 91.8%

            Banking/Financial - 10.8%

  20,000    Comerica, Inc.............................  $    875,000
  55,625    CoreStates Financial Corp.................     2,190,234
  40,000    PNC Bank Corp.............................     1,215,000
  10,000    Summit Bancorp, Inc.......................       363,750
                                                         ------------
                                                           4,643,984
                                                         ------------
            Business Services - 5.5%

  30,000    American Express Co.......................     1,372,500
  20,000    Pitney Bowes, Inc.........................       992,500
                                                         ------------
                                                           2,365,000
                                                         ------------
            Capital Goods/Technology - 7.6%

  90,000    EG & G, Inc...............................     1,957,500
  20,000    Harris Corp...............................     1,292,500
                                                         ------------
                                                           3,250,000
                                                         ------------
            Chemical - 9.1%

  20,000    Du Pont (E.I.) De Nemours & Co............     1,595,000
  25,000    Olin Corp.................................     2,312,500
                                                         ------------
                                                           3,907,500
                                                         ------------
            Consumer Products - 13.5%

  14,000    Kimberly-Clark Corp.......................     1,020,250
  20,000    The Quaker Oats Co........................       702,500
  50,000    Sturm, Ruger & Co., Inc...................     2,481,250
  20,000    Tambrands, Inc............................       922,500
  20,000    UST, Inc..................................       660,000
                                                         ------------
                                                           5,786,500
                                                         ------------
            Energy - 7.9%

  10,000    Atlantic Richfield Co.....................     1,196,250
  10,000    Exxon Corp................................       847,500
  12,000    Mobil Corp................................     1,354,500
                                                         ------------
                                                           3,398,250
            Health Care - 6.2%                           ------------

  20,000    American Home Products Corp...............     1,070,000
  10,000    SmithKline Beecham PLC ADRs...............       510,000
  20,000    U.S. Healthcare, Inc......................     1,085,000
                                                         ------------
                                                           2,665,000
                                                         ------------
</TABLE> 



                See accompanying notes to financial statements.

                                       8
<PAGE>

<TABLE> 
<CAPTION> 

SCHEDULE OF INVESTMENTS                                                    MAY 31, 1996

                                                                              Market
 Number of                                                                    Value
  Shares                               Security                              (Note 1)
- -----------                            --------                            -------------
<S>            <C>                                                        <C> 
               COMMON STOCKS - 91.8% (continued)

               Insurance/Services - 7.6%
     30,000    American General Corp....................................  $   1,065,000
     15,000    Aon Corp.................................................        755,625
     30,000    Lincoln National Corp....................................      1,410,000
                                                                           -------------
                                                                              3,230,625
                                                                           -------------
               Metals - 11.0%
     46,000    Carpenter Technology Corp................................      1,661,750
     50,000    Lukens, Inc..............................................      1,343,750
     25,000    Phelps Dodge Corp. NY....................................      1,712,500
                                                                           -------------
                                                                              4,718,000
                                                                           -------------
               Paper - 12.6%
     45,584    International Paper Co...................................      1,817,662
     35,000    Potlatch Cor............................................      1,443,750
     45,000    Westvaco Corp............................................      1,440,000
     15,000    Weyerhaeuser Co..........................................        680,625
                                                                           -------------
                                                                              5,382,037
                                                                           -------------

               Total Common Stocks (cost $26,614,255)...................     39,346,896
                                                                           -------------

  Principal
   Amount
- ------------
               SHORT-TERM NOTES - 7.6%

 $ 1,630,000   General Electric Capital Corp. 5.25% due 06/05/96........      1,630,000
 $ 1,630,000   American Express Credit Corp. 5.30% due 06/10/96.........      1,630,000
                                                                           -------------

               Total Short-Term Notes (cost $3,260,000).................      3,260,000
                                                                           -------------

               Total Investments - 99.4%  (cost $29,874,255)*...........     42,606,896

               Cash and Other Assets, Less Liabilities - 0.6%...........        273,144
                                                                           -------------

               NET ASSETS - 100.0%......................................  $  42,880,040
                                                                           =============

* Aggregate cost for federal income tax purposes is $29,874,255; and net unrealized appreciation
   is as follows:

               Gross unrealized appreciation............................    $12,820,248
               Gross unrealized depreciation............................        (87,607)
                                                                           -------------
                 Net unrealized appreciation............................    $12,732,641
                                                                           =============
</TABLE> 

                See accompanying notes to financial statements.

                                       9
<PAGE>


                      STATEMENT OF ASSETS AND LIABILITIES
                                 May 31, 1996

<TABLE> 
<CAPTION> 
<S>                                                                                   <C> 
ASSETS
  Investments in securities at market value (identified cost $29,874,255) (Note 1)..  $  42,606,896
  Cash..............................................................................         63,688
  Dividends and interest receivable.................................................        190,975
  Receivable for capital stock sold.................................................         43,528
                                                                                        ------------
    Total Assets....................................................................     42,905,087
                                                                                        ------------

LIABILITIES
  Accrued expenses..................................................................         25,047
                                                                                        ------------
    Total Liabilities...............................................................         25,047
                                                                                        ------------

NET ASSETS
  Applicable to 1,577,380 shares; $.10 par value; 10,000,000 shares authorized .....  $  42,880,040
                                                                                        ============
  Net asset value, offering and redemption price per share
    ($42,880,040 + 1,577,380 shares)................................................  $       27.18
                                                                                        ============

SOURCE OF NET ASSETS
  Paid-in capital...................................................................  $  27,811,970
  Undistributed net investment income...............................................        431,001
  Accumulated net realized gain on investments......................................      1,904,428
  Net unrealized appreciation of investments........................................     12,732,641
                                                                                        ------------
    Net Assets......................................................................  $  42,880,040
                                                                                        ============
- ----------------------------------------------------------------------------------------------------
</TABLE> 


                            STATEMENT OF OPERATIONS
                            Year Ended May 31, 1996

<TABLE> 
<CAPTION> 
<S>                                                                                   <C> 
INCOME
  Dividends.........................................................................  $   1,167,077
  Interest..........................................................................        121,275
                                                                                        ------------
    Total Income....................................................................      1,288,352
                                                                                        ------------

EXPENSES
  Advisory fees (Note 2)............................................................        266,741
  Administrative services fees (Note 2).............................................         30,000
  Shareholder services fees (Note 2)................................................         28,154
  Registration fees (Note 2)........................................................         24,772
  Accounting/Pricing services fees (Note 2).........................................         20,000
  Custodian fees (Note 2)...........................................................         19,414
  Audit fees........................................................................         15,704
  Printing and postage fees.........................................................         12,216
  Directors' fees...................................................................          9,920
  Legal fees........................................................................          5,287
  Miscellaneous fees................................................................          1,811
                                                                                        ------------
    Total Expenses..................................................................        434,019
                                                                                        ------------
      Net Investment Income.........................................................        854,333
                                                                                        ------------

REALIZED AND UNREALIZED GAIN ON INVESTMENTS
  Net realized gain on investments..................................................      2,277,319
  Net increase in unrealized appreciation of investments............................      6,391,511
                                                                                        ------------
    Net gain on investments.........................................................      8,668,830
                                                                                        ------------
      Net increase in net assets resulting from operations..........................  $   9,523,163
                                                                                        ------------
      
</TABLE> 
                See accompanying notes to financial statements.

                                      10
<PAGE>


                      STATEMENT OF CHANGES IN NET ASSETS
                          For the Years Ended May 31,

<TABLE> 
<CAPTION> 

                                                                          1996          1995
                                                                      ------------  ------------
<S>                                                                   <C>           <C> 
OPERATIONS
  Net investment income............................................  $    854,333  $    737,061
  Net realized gain on investments.................................     2,277,319     1,177,804
  Net increase in unrealized appreciation of investments...........     6,391,511     2,819,135
                                                                      ------------  ------------
       Net increase in net assets resulting from operations........     9,523,163     4,734,000

DISTRIBUTIONS TO SHAREHOLDERS
  Distributions from net investment income
    ($.540 and $.540 per share, respectively)......................      (788,687)     (692,621)
  Distributions from net realized gains from security
    transactions ($0.945 and $1.275 per share, respectively).......    (1,357,531)   (1,590,137)

CAPITAL SHARE TRANSACTIONS
  Net increase in net assets derived from the net change
    in the number of outstanding shares (a)........................     3,783,914     3,793,151
                                                                      ------------  ------------
       Total increase in net assets................................    11,160,859     6,244,393

NET ASSETS AT THE BEGINNING OF THE YEAR............................    31,719,181    25,474,788
                                                                      ------------  ------------

NET ASSETS AT THE END OF THE YEAR
  (including undistributed net investment income of
     $431,001 and $365,355, respectively)..........................  $ 42,880,040  $ 31,719,181
                                                                      ============  ============
</TABLE> 


(a) A summary of capital share transactions follows:

<TABLE>
<CAPTION>  
                                                     Years Ended May 31,
                                 ----------------------------------------------------------
                                             1996                           1995
                                 ----------------------------------------------------------
                                     Shares         Value           Shares         Value
                                 ------------   ------------    ------------   ------------
<S>                              <C>            <C>             <C>            <C>  
Shares issued..................      234,168   $  5,879,301         251,048   $  5,232,197
Shares reinvested from net
  investment income and capital
  gains distributions..........       80,419      1,841,377         102,301      1,968,319
                                 ------------   ------------    ------------   ------------
                                     314,587      7,720,678         353,349      7,200,516
Shares redeemed................     (156,417)    (3,936,764)       (167,783)    (3,407,365)
                                 ------------   ------------    ------------   ------------
  Net increase.................      158,170   $  3,783,914         185,566   $  3,793,151
                                 ============   ============    ============   ============
</TABLE> 


                See accompanying notes to financial statements.

                                      11

<PAGE>
 
                         NOTES TO FINANCIAL STATEMENTS
                                 May 31, 1996

Note 1. - Significant Accounting Policies - Stratton Growth Fund, Inc. (the
"Fund") is registered under the Investment Company Act of 1940, as amended, as a
diversified, open-end management investment company.  The Fund's primary
investment objective is to seek possible growth of capital with current income
from interest and dividends as a secondary objective.  The Fund's investments
will normally consist of common stock and securities convertible into or
exchangeable for common stock.  Due to the inherent risks of investments there
can be no assurance that the objective of the Fund will be achieved. The
following is a summary of significant accounting policies consistently followed
by the Fund in the preparation of its financial statements.  The policies are in
conformity with generally accepted accounting principles.

   A.  Investments and Related Income: The investments in securities are carried
       at market value in the accompanying financial statements. Securities
       traded on a national exchange or securities quoted on the NASD National
       Market System are valued at the last sale price. Other over-the-counter
       securities and securities traded on exchanges for which there is no sale
       are valued at the mean between the closing bid and asked prices. Security
       transactions are accounted for on the trade date and dividend income is
       recorded on the ex-dividend date; interest income is recorded on the
       accrual basis. Realized gains and losses from security transactions are
       based on the specific identification method for both financial reporting
       and federal income tax purposes.

   B.  Federal Income Taxes: No provision is made for federal income taxes as
       the Fund intends to qualify as a regulated investment company and to make
       the requisite distribution of taxable income to its shareholders, which
       will be sufficient to relieve it from all or substantially all federal
       income taxes.

   C.  Use of Estimates in Financial Statements: In preparing financial
       statements in conformity with generally accepted accounting principles,
       management makes estimates and assumptions that affect the reported
       amounts of assets and liabilities at the date of the financial
       statements, as well as the reported amounts of income and expenses during
       the reporting period. Actual results may differ from these estimates.

Note 2. - During the year ended May 31, 1996, the Fund paid advisory fees
aggregating $266,741 to Stratton Management Company, (the "Advisor"). Management
services are provided by the Advisor under an agreement whereby the Advisor
furnishes all investment advice, office space and facilities to the Fund and
pays the salaries of the Fund's officers and employees, except to the extent
that those employees are engaged in administrative and accounting services
activities. In return for these services, the Fund pays to the Advisor a monthly
fee of 3/48 of 1% (annually 3/4 of 1%) of the daily net asset value of the Fund
for such month. The Advisor has voluntarily agreed to waive $15,000 annually of
the compensation due it under the agreement to offset a significant portion of
the cost of certain administrative responsibilities delegated to Fund/Plan
Services, Inc.  Because of certain undertakings to comply with various state
securities laws, if in any fiscal year the expenses of the Fund (excluding
taxes, brokerage commissions and interest) exceed 2 1/2% of the first $30
million of the Fund's average net assets, 2% of the next $70 million and 1 1/2%
of the remaining, the Advisor shall reimburse the Fund for such excess. Certain
officers and directors of the Fund are also officers and directors of the
Advisor. None of the Fund's officers receives compensation from the Fund.

The Fund's Transfer Agent, Fund/Plan Services, Inc. ("Fund/Plan"), is a wholly-
owned subsidiary of FinDaTex, Inc. Certain directors and officers of the Fund
are shareholders of FinDaTex, Inc.  Fund/Plan received fees of $28,154 for
providing shareholder services, $30,000 for certain administrative services and
$20,000 for accounting/pricing services during the year ended May 31, 1996.
Pursuant to an agreement between The Bank of New York, (the "Custodian"), and
Fund/Plan, the Custodian reallows a portion of its custody fee to Fund/Plan for
certain services delegated to Fund/Plan.  The amount is not readily
determinable.  Fund/Plan Broker Services, Inc. serves as the Fund's principal
underwriter and receives no fees for services in assisting in sales of the
Fund's shares but does receive an annual fee of $3,000 for its services in
connection with the registration of the Fund's shares under state securities
laws.

Note 3. - Purchases and sales of securities, excluding short-term notes,
aggregated $6,592,031 and $5,423,090, respectively, for the year ended May 31,
1996.

                                       12
<PAGE>


                             FINANCIAL HIGHLIGHTS

The table below sets forth financial data for a share of capital stock
outstanding throughout each year presented.
<TABLE> 
<CAPTION> 
                                                                            Years ended May 31,
                                                             ------------------------------------------------
                                                               1996      1995      1994      1993      1992
                                                             --------  --------  --------  --------  --------
  <S>                                                        <C>       <C>       <C>       <C>       <C> 
  Net Asset Value, Beginning of Year.....................     $22.35    $20.65    $20.89    $20.55    $19.75
                                                             --------  --------  --------  --------  --------
    Income From Investment Operations
    ---------------------------------
    Net investment income................................      0.556     0.537     0.510     0.560     0.640
    Net gains on securities (both realized
     and unrealized).....................................      5.759     2.978     0.665     1.160     1.320
                                                             --------  --------  --------  --------  --------
      Total from investment operations...................      6.315     3.515     1.175     1.720     1.960
                                                             --------  --------  --------  --------  --------

    Less Distributions
    ------------------
    Dividends (from net investment
     income).............................................     (0.540)   (0.540)   (0.510)   (0.565)   (0.725)
    Distributions (from capital gains)...................     (0.945)   (1.275)   (0.905)   (0.815)   (0.435)
                                                             --------  --------  --------  --------  --------
      Total distributions................................     (1.485)   (1.815)   (1.415)   (1.380)   (1.160)
                                                             --------  --------  --------  --------  --------

  Net Asset Value, End of Year...........................     $27.18    $22.35    $20.65    $20.89    $20.55
                                                             ========  ========  ========  ========  ========
  Total Return...........................................     29.62%    18.61%     5.92%     8.91%    10.57%

  Ratios/Supplemental Data
  ------------------------
   Net assets, end of year (in 000's)....................    $42,880   $31,719   $25,475   $25,315   $25,311
   Ratio of expenses to average
    net assets...........................................      1.16%     1.31%     1.34%     1.39%     1.35%
   Ratio of net investment
    income to average net assets.........................      2.28%     2.70%     2.51%     2.76%     3.20%
   Portfolio turnover rate...............................     15.41%    42.54%    49.81%    35.34%    59.76%

</TABLE> 
                See accompanying notes to financial statements.

- --------------------------------------------------------------------------------

               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

To the Shareholders and Board of Directors of Stratton Growth Fund, Inc.

   We have audited the accompanying statement of assets and liabilities of
Stratton Growth Fund, Inc., including the schedule of investments, as of May 31,
1996, and the related statement of operations for the year then ended, the
statement of changes in net assets for each of the two years in the period then
ended, and the financial highlights for each of the five years in the period
then ended. These financial statements and financial highlights are the
responsibility of the Fund's management. Our responsibility is to express an
opinion on these financial statements and financial highlights based on our
audits.

   We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements and financial
highlights are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. Our procedures included confirmation of securities owned as of May
31, 1996, by correspondence with the custodian and brokers. An audit also
includes assessing the accounting principles used and significant estimates made
by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.

   In our opinion, the financial statements and financial highlights referred to
above present fairly, in all material respects, the financial position of
Stratton Growth Fund, Inc. as of May 31, 1996, the results of its operations for
the year then ended, the changes in its net assets for each of the two years in
the period then ended, and the financial highlights for each of the five years
in the period then ended, in conformity with generally accepted accounting
principles.


Philadelphia, PA
June 13, 1996                                           TAIT, WELLER & BAKER

                                      13
<PAGE>
 
                            SHAREHOLDER INFORMATION

Minimum Investment
- ------------------
The minimum amount for the initial purchase of shares of Stratton Growth Fund is
$2,000. Subsequent purchases may be made in amounts of $100 or more.

Telephone Exchange
- ------------------
Shares of Stratton Growth Fund may be exchanged by telephone for shares of the
other funds managed by Stratton Management Company, Stratton Monthly Dividend
Shares, Inc. or Stratton Small-Cap Yield Fund, if a special authorization form
has been completed and is on file with the Transfer Agent in advance. Exchanges
will only be permitted when the securities of both funds involved are registered
in the state of the investor's residence. Stratton Growth Fund reserves the
right to suspend the exchange privilege at any time.  A Prospectus of Stratton
Monthly Dividend Shares or Stratton Small-Cap Yield Fund should be obtained and
read prior to making any such exchange.

Income Dividend and Capital Gains Distributions
- -----------------------------------------------
Stratton Growth Fund expects to distribute all of each year's net investment
income and net realized capital gains in July and December.

Systematic Withdrawal Plan
- --------------------------
Investors who either own or purchase Stratton Growth Fund shares having a value
of $10,000 or more may elect as another option to withdraw funds on a regular
basis from their account on a monthly, quarterly, semi-annual or annual basis in
amounts of $50 or more.

Share Price Information
- -----------------------
The daily share price of Stratton Growth Fund can be found in the mutual fund
section of most major daily newspapers as well as The Wall Street Journal and
Investor's Daily, where the Fund is listed under Stratton Funds as Growth.  The
Fund's stock ticker symbol is STRGX.

Retirement Plans
- ----------------
Stratton Growth Fund's IRA, Defined Contribution Plans and 403(b)(7) Retirement
Plans are available at no minimum investment.


                                      14
<PAGE>
 
General Information on SGF
- --------------------------
Requests for a prospectus and financial information, past performance figures
and an application, should be directed to the Fund's "Distributor":

FUND/PLAN BROKER SERVICES, INC.
2 W. Elm Street, P.O. Box 874, Conshohocken, PA 19428-0874
Telephone: 800-634-5726


Existing Shareholder Account Services
- -------------------------------------
Shareholders seeking information regarding their accounts and other Fund
services, and shareholders executing redemption requests, should continue to
call or write our "Transfer Agent and Dividend Paying Agent":

FUND/PLAN SERVICES, INC.
2 W. Elm Street, P.O. Box 874, Conshohocken, PA 19428-0874
Telephones: 610-834-3500 . 800-441-6580


Investment Portfolio Activities
- -------------------------------
Questions regarding Stratton Growth Fund's investment portfolio should be
directed to the Fund's "Investment Advisor":

STRATTON MANAGEMENT COMPANY
Plymouth Meeting Executive Campus
610 W. Germantown Pike, Suite 300, Plymouth Meeting, PA 19462-1050
Telephone: 610-941-0255

Additional Purchases Only to existing accounts should be mailed to a separate
- -------------------------                                                    
lock box unit:

C/O FUND/PLAN SERVICES, INC.
P.O. Box 412797, Kansas City, MO 64141-2797


 This report is authorized for distribution to shareholders and to others who 
      have received a copy of the Prospectus of Stratton Growth Fund, Inc.

                                      15
<PAGE>
 
[LOGO OF SGF STRATTON
GROWTH FUND, INC. APPEARS HERE]

                                  
Directors                         Investment Advisor                         
                                                                             
LYNNE M. CANNON                   STRATTON MANAGEMENT COMPANY                
JOHN J. LOMBARD, JR               Plymouth Meeting Executive Campus          
HENRY A. RENTSCHLER               610 W. Germantown Pike, Suite 300          
MERRETT N. RHOAD, JR.             Plymouth Meeting, PA 19462-1050            
ALEXANDER F. SMITH                Telephone: 610-941-0255                    
RICHARD W. STEVENS                                                           
JAMES W. STRATTON                                                            
                                                                             
                                  
                                  
Officers                          Transfer Agent and Dividend Paying Agent   
                                                                             
JAMES W. STRATTON                 FUND/PLAN SERVICES, INC.                   
Chairman                          2 W. Elm Street, P.O. Box 874                 
                                  Conshohocken, PA 19428-0874          
JOHN A. AFFLECK                   Telephones: 610-834-3500 l 800-441-6580 
President                                                                    
                                          
GERARD E. HEFFERNAN                       
JOANNE E. KUZMA                           
FRANK H. REICHEL, III                     
Vice President                             

PATRICIA L. SLOAN
Secretary and Treasurer

JAMES A. BEERS                    Independent Accountants            
CAROL L. ROYCE                                                       
Assistant Secretary               TAIT, WELLER & BAKER               
Assistant Treasurer               2 Penn Center Plaza, Suite 700     
                                  Philadelphia, PA 19102-1707        




























   


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