SHORT TERM INCOME FUND INC
24F-2NT, 1995-10-20
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                       Securities and Exchange Commission
                             Washington, D.C. 20549

                                Rule 24f-2 Notice

                                       for

                          SHORT TERM INCOME FUND, INC.
                                600 Fifth Avenue
                            New York, New York 10020

                                    under the

                         Investment Company Act of 1940

                           Form N-1A File No. 2-65315

(i)      Fiscal year for which this Notice is filed:

         September 1, 1994 to August 31, 1995

(ii)     Number or amount of  securities  of the same class or  series,  if any,
         which had been  registered  under the Securities Act of 1933 other than
         pursuant  to Rule 24f-2  under the  Investment  Company Act of 1940 but
         which remained unsold at the beginning of such fiscal year:

         Money Market Portfolio    - None
         U.S. Government Portfolio - None

(iii)    Number or amount of securities,  if any,  registered during such fiscal
         year other than pursuant to Rule 24f-2:

         Money Market Portfolio    - 92,872,375.29
         U.S. Government Portfolio - 65,332,103.59

(iv)     Number or amount of securities sold during such fiscal year:

         Money Market Portfolio common stock     - 1,212,777,827.74
         U.S. Government Portfolio common stock  - 1,684,701,146.88

(v)      Number or amount of securities sold during such fiscal year in reliance
         upon Rule 24f-2:

         Money Market Portfolio common stock      - 1,119,905,452.45*
         U.S. Government Portfolio common stock   - 1,619,369,043.29*

Exhibit: Opinion of Messrs. Battle Fowler LLP
- --------------------------------------------

* The filing fee of -0- is  calculated  in  accordance  with Rule  24f-2(c)  and
Section  6(b) of the  Securities  Act of 1933 and  based on the  following:  the
actual  aggregate  sales  price  of  the   2,739,274,495.74   shares  (of  which
1,119,905,452.45  were shares of the Money  Market  Portfolio  common  stock and
1,619,369,043.29 were shares of the U.S. Government Portfolio common stock) sold
during such fiscal year in reliance upon Rule 24f-2 was  $2,739,274,495.74:  the
actual  aggregate  dollar amount of shares  redeemed  during the fiscal year was
$2,884,533,762.22  (of which  $1,467,078,747.08  were  redemptions  of the Money
Market Portfolio common stock and $1,417,455,015.14 were redemptions of the U.S.
Government Portfolio common stock), 145,259,266.48 of which were previously used
for reduction in filings made pursuant to Rule 24e-2(a) and  2,739,274,495.74 of
which is being so used for reduction pursuant to this Rule 24f-2 Notice.


<PAGE>


                                    SIGNATURE


         Pursuant to the  requirements  of Rule 24f-2,  Short Term Income  Fund,
Inc.  has duly caused  this Rule 24f-2  Notice to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of New York and State of New
York, on this 13th day of October, 1995.


                                             SHORT TERM INCOME FUND, INC.




                                             By: /s/Steven W. Duff
                                                 Steven W.Duff
                                                 President




                               BATTLE FOWLER LLP
                              75 East 55th Street
                            New York, New York 10022


                                                  October 18, 1995

Short Term Income Fund, Inc.
600 Fifth Avenue
New York, New York 10020

Gentlemen:

     We have acted as counsel to Short Term Income  Fund,  Inc.  (the "Fund") in
connection with the preparation of the Rule 24f-2 Notice (the "Notice") covering
2,739,274,495.74 shares of Common Stock, par value $.001 per share, of the Fund.

     We have examined copies of the Certificate of Incorporation  and By-laws of
the Fund,  the  Registration  Statement,  and such other  corporate  records and
documents,  including  the consent of the Board of Directors  and the minutes of
the meeting of the Board of Directors of the Fund,  as we have deemed  necessary
for the purpose of this opinion.  We have also  examined  such other  documents,
papers,  statutes and authorities as we deemed necessary to form a basis for the
opinion  hereinafter  expressed.  In our  examination of such material,  we have
assumed  the  genuineness  of all  signatures  and the  conformity  to  original
documents of fact  material to such  opinion and we have relied upon  statements
and certificates of officers and representatives of the Fund and others.

     Based upon the foregoing,  we are of the opinion that the  2,739,274,495.74
shares of Common Stock,  par value $.001 per share of the Fund, the registration
of which the  Notice  makes  definitive,  were  legally  issued,  fully paid and
non-assessable.

     We hereby  consent to the filing of this  opinion as an exhibit to the Rule
24f-2 Notice.


                                                  Very truly yours,


                                                  BATTLE FOWLER LLP




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