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:
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 issuers's 24f-2 declaration:
[ ]
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: 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:
84,152 shares were sold for an aggregate price of $ 2,143,395
10. Number and aggregate sale price of securities sold during the
fiscal year in reliance upon registration pursuant to
Rule 24f-2:
84,152 shares were sold for an aggregate price of $2,143,395
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):
96,302 shares were reinvested for an aggregate price of $2,447,768
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).....................$2,143,395
(ii) Aggregate price of shares issued
in connection with dividend reinvestment plans
(from item 11, if applicable).................+$2,447,768
(iii) Aggregate price of shares redeemed
or repurchased during the fiscal year
(if applicable)...............................-$2,502,147
(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)............... $2,089,016
(vi) Multiplier prescribed by Section 6(b) of the
Securities Act of 1933 or other applicable
law or regulation (see instruction C.6).......x 1/3300
(vii) Fee due
[line (i) or line (v) multiplied by line (vi)]: $633.04
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 Commision's
Rules of Informal and Other Procedures(17 CFR 202.3a):
[ ]
Date of mailing or wire transfer of filing fees to the
Commission's lockbox depository:
February 24, 1997
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
William J. Baltrus, Attorney-in-Fact
Date: February 28, 1997
* Please print the name and title of the signing officer below the
signature.
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
February 26, 1997
Stratton Growth Fund, Inc.
610 W. Germantown Pike
Suite 300
Plymouth Meeting, PA 19462-1050
Re: Form 24F-2 For Stratton Growth Fund, Inc.;
Registration No. 2-44752
Ladies and Gentlemen:
We have acted as counsel for Stratton Growth Fund, Inc., a Maryland
corporation (the "Company"), in connection with the registration
under the Securities Act of 1933 of shares of common stock (the
"Shares"), made definite in number by the Form 24F-2 which this
opinion accompanies.
At all times during the Company's fiscal period ended December 31,
1996 (the "Fiscal Year"), the Company was authorized to issue a total
of 10,000,000 shares of common stock. We have been informed by the
Company's Secretary that at no time during the Fiscal Year did the
number of issued and outstanding Shares exceed the number of Shares
that the Company was authorized to issue.
We have reviewed the Company's Articles of Incorporation, its
by-laws, resolutions adopted by its Board of Directors and holders
of its Shares, and such other legal and factual matters as we have
deemed appropriate, and we have relied on the accuracy of the
information in the Form 24F-2 which this opinion accompanies.
This opinion is based exclusively on the Maryland General Corporation
Law and the federal law of the United States of America.
Based on the foregoing, we are of the opinion that the Shares were,
when issued against payment therefor as described in the Company's
prospectus, validly issued, fully paid and non-assessable by the
Company.
We hereby consent to the filing of this opinion with the Securities
and Exchange Commission as part of the Company's Form 24F-2.
Very truly yours,
/s/ DRINKER BIDDLE & REATH
DRINKER BIDDLE & REATH
