SHORT TERM INCOME FUND INC
485B24E, 1995-10-20
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                                                        Registration No. 2-65315

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   Form N-1A

            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                          Pre-Effective Amendment No.

                        Post-Effective Amendment No. 27

                                     and/or

        REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940

                                Amendment No. 27

                          SHORT TERM INCOME FUND, INC.
                (Exact Name of Registrant as Specified Charter)

                   600 Fifth Avenue, New York, New York 10020
              (Address of Principal Executive Offices) (Zip Code)

       Registrant's Telephone Number, including Area Code:(212) 830-5200


                               Bernadette N. Finn
                     c/o Reich & Tang Asset Management L.P.
                                600 Fifth Avenue
                            New York, New York 10020
                     (Name and address of agent for service)


It is proposed that this filing will become effective (check appropriate box):


      [X]   immediately upon filing pursuant to paragraph (b)

      [ ]   on (date) pursuant to paragraph (b)

      [ ]   60 days after filing pursuant to paragraph (a)

      [ ]   on (date) pursuant to paragraph (a) of Rule 485

      [ ]   75 days after filing pursuant to paragraph (a)(2)

      [ ]   on (date) pursuant to paragraph (a)(2) of Rule 485


<PAGE>


<TABLE>
<CAPTION>
   CALCULATION OF REGISTRATION FEE UNDER THE SECURITIES ACT OF 1933

- --------------------------------------------------------------------------------
<S>          <C>               <C>            <C>               <C>   
                             Proposed        Proposed
                              Maximum        Maximum
Securities      Amount       Offering        Aggregate       Amount of
 Being          Being        Price per       Offering     Registration
Registered      Registered       Unit         Price            Fee


COMMON       145,549,266.48    $1.00*         145,549,266.48    $100**
STOCK


$.001 par value


- --------------------------------------------------------------------------------
</TABLE>

*        Estimated  solely for the  purposes  of  determining  the amount of the
         registration fee.

**       Calculated  pursuant to Rule 24e-2(a) under the Investment  Company Act
         of 1940.  2,884,533,762.22  shares were redeemed during the fiscal year
         ended August 31, 1995 (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  being used for "reduction" in this amendment,  and none
         of which were  previously so used in filings  pursuant to Rule 24e-2(a)
         or 24f-2(c) during the current fiscal year ending August 31, 1996.


<PAGE>


                                   SIGNATURES


         Pursuant  to the  requirements  of the  Securities  Act of 1933 and the
Investment  Company Act of 1940, the  Registrant  certifies that it meets all of
the  requirements  for  effectiveness  of  this  Amendment  to its  Registration
Statement  pursuant to Rule 485(b) under the Securities Act of 1933 and has duly
caused this Amendment to its  Registration  Statement to be signed on its behalf
by the  undersigned,  thereunto  duly  authorized,  in the City of New York, and
State of New York, on the 13th day of October, 1995.

                                       SHORT TERM INCOME FUND, INC.



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

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Amendment to its  Registration  Statement has been signed below by the following
persons in the capacities and on the dates indicated.

     SIGNATURE                          CAPACITY                      DATE

(1) Principal Executive Officer


    /s/Steven W. Duff
    Steven W. Duff                      President                     10/13/95

(2) Principal Financial and Accounting Officer


    /s/Richard De Sanctis
    Richard De Sanctis                  Treasurer                     10/13/95

(3) All of the Directors


    /s/Steven W. Duff
    Steven W. Duff                      Director                      10/13/95


    W. Giles Mellon      (Director)
    Robert Straniere     (Director)
    Yung Wong            (Director)


By:  /s/Bernadette N. Finn
     Bernadette N. Finn
     Attorney-in-Fact                                                 10/13/95


<TABLE> <S> <C>

<ARTICLE>           6
<LEGEND>            The  schedule   contains   summary   financial   information
                    extracted  from  the  financial  statements  and  supporting
                    schedules  as of the end of the most  current  period and is
                    qualified in its  entirety by  reference  to such  financial
                    statements.
</LEGEND>
<CIK>               0000312669
<NAME>              Short Term Income Fund, Inc.
<SERIES>
<NUMBER>            1
<NAME>              Money Market Portfolio
       
<S>                               <C>    
<FISCAL-YEAR-END>             AUG-31-1995
<PERIOD-START>                SEP-01-1994
<PERIOD-END>                  AUG-31-1995
<PERIOD-TYPE>                 YEAR
<INVESTMENTS-AT-COST>         880698009
<INVESTMENTS-AT-VALUE>        880698009
<RECEIVABLES>                 1474593
<ASSETS-OTHER>                0
<OTHER-ITEMS-ASSETS>          11819
<TOTAL-ASSETS>                882184421
<PAYABLE-FOR-SECURITIES>      0
<SENIOR-LONG-TERM-DEBT>       0
<OTHER-ITEMS-LIABILITIES>     2512879
<TOTAL-LIABILITIES>           2512879
<SENIOR-EQUITY>               0
<PAID-IN-CAPITAL-COMMON>      881902400
<SHARES-COMMON-STOCK>         881902400
<SHARES-COMMON-PRIOR>         1099234839
<ACCUMULATED-NII-CURRENT>     193395
<OVERDISTRIBUTION-NII>        0
<ACCUMULATED-NET-GAINS>       (2424253)
<OVERDISTRIBUTION-GAINS>      0
<ACCUM-APPREC-OR-DEPREC>      0
<NET-ASSETS>                  879671542
<DIVIDEND-INCOME>             0
<INTEREST-INCOME>             47228729
<OTHER-INCOME>                0
<EXPENSES-NET>                6828735
<NET-INVESTMENT-INCOME>       40399994
<REALIZED-GAINS-CURRENT>      (1950493)
<APPREC-INCREASE-CURRENT>     0
<NET-CHANGE-FROM-OPS>         38499501
<EQUALIZATION>                0
<DISTRIBUTIONS-OF-INCOME>     40206599
<DISTRIBUTIONS-OF-GAINS>      0
<DISTRIBUTIONS-OTHER>         0
<NUMBER-OF-SHARES-SOLD>       1212777828
<NUMBER-OF-SHARES-REDEEMED>   1467078746
<SHARES-REINVESTED>           36968479
<NET-CHANGE-IN-ASSETS>        (219089537)
<ACCUMULATED-NII-PRIOR>       0
<ACCUMULATED-GAINS-PRIOR>     (473760)
<OVERDISTRIB-NII-PRIOR>       0
<OVERDIST-NET-GAINS-PRIOR>    0
<GROSS-ADVISORY-FEES>         2520468
<INTEREST-EXPENSE>            0
<GROSS-EXPENSE>               7973719
<AVERAGE-NET-ASSETS>          843264994
<PER-SHARE-NAV-BEGIN>         1.00
<PER-SHARE-NII>               .10
<PER-SHARE-GAIN-APPREC>       0
<PER-SHARE-DIVIDEND>          .10
<PER-SHARE-DISTRIBUTIONS>     0
<RETURNS-OF-CAPITAL>          0
<PER-SHARE-NAV-END>           1.00
<EXPENSE-RATIO>               .88
<AVG-DEBT-OUTSTANDING>        0
<AVG-DEBT-PER-SHARE>          0
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE>           6
<LEGEND>            The  schedule   contains   summary   financial   information
                    extracted  from  the  financial  statements  and  supporting
                    schedules  as of the end of the most  current  period and is
                    qualified in its  entirety by  reference  to such  financial
                    statements.
</LEGEND>
<CIK>               0000312669
<NAME>              Short Term Income Fund, Inc.
<SERIES>
<NUMBER>            2
<NAME>              U.S. Government Portfolio
       
<S>                               <C>    
<FISCAL-YEAR-END>             AUG-31-1995
<PERIOD-START>                SEP-01-1994
<PERIOD-END>                  AUG-31-1995
<PERIOD-TYPE>                 YEAR
<INVESTMENTS-AT-COST>         778053261
<INVESTMENTS-AT-VALUE>        778053261
<RECEIVABLES>                 737375
<ASSETS-OTHER>                0
<OTHER-ITEMS-ASSETS>          2430
<TOTAL-ASSETS>                778793066
<PAYABLE-FOR-SECURITIES>      0
<SENIOR-LONG-TERM-DEBT>       0
<OTHER-ITEMS-LIABILITIES>     2402357
<TOTAL-LIABILITIES>           2402357
<SENIOR-EQUITY>               0
<PAID-IN-CAPITAL-COMMON>      776390709
<SHARES-COMMON-STOCK>         776390709
<SHARES-COMMON-PRIOR>         478895139
<ACCUMULATED-NII-CURRENT>     0
<OVERDISTRIBUTION-NII>        0
<ACCUMULATED-NET-GAINS>       0
<OVERDISTRIBUTION-GAINS>      0
<ACCUM-APPREC-OR-DEPREC>      0
<NET-ASSETS>                  776390709
<DIVIDEND-INCOME>             0
<INTEREST-INCOME>             37536309
<OTHER-INCOME>                0
<EXPENSES-NET>                4683879
<NET-INVESTMENT-INCOME>       32852430
<REALIZED-GAINS-CURRENT>      19188
<APPREC-INCREASE-CURRENT>     0
<NET-CHANGE-FROM-OPS>         32871618
<EQUALIZATION>                0
<DISTRIBUTIONS-OF-INCOME>     32852430
<DISTRIBUTIONS-OF-GAINS>      19188
<DISTRIBUTIONS-OTHER>         0
<NUMBER-OF-SHARES-SOLD>       1684701146
<NUMBER-OF-SHARES-REDEEMED>   1417455015
<SHARES-REINVESTED>           30249439
<NET-CHANGE-IN-ASSETS>        297495570
<ACCUMULATED-NII-PRIOR>       0
<ACCUMULATED-GAINS-PRIOR>     0
<OVERDISTRIB-NII-PRIOR>       0
<OVERDIST-NET-GAINS-PRIOR>    0
<GROSS-ADVISORY-FEES>         1717027
<INTEREST-EXPENSE>            0
<GROSS-EXPENSE>               4683879
<AVERAGE-NET-ASSETS>          661810839
<PER-SHARE-NAV-BEGIN>         1.00
<PER-SHARE-NII>               .10
<PER-SHARE-GAIN-APPREC>       0
<PER-SHARE-DIVIDEND>          .10
<PER-SHARE-DISTRIBUTIONS>     0
<RETURNS-OF-CAPITAL>          0
<PER-SHARE-NAV-END>           1.00
<EXPENSE-RATIO>               .80
<AVG-DEBT-OUTSTANDING>        0
<AVG-DEBT-PER-SHARE>          0
        

</TABLE>


                               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.,  a Maryland
Corporation  (the "Fund"),  in  connection  with the  preparation  and filing of
Registration  Statement  No.  2-65315 on Form N-1A pursuant to Rule 24e-2 of the
Securities  Act  of  1933   registering  the  issuance  of  (the   "Registration
Statement")  145,259,266.48  shares of Common Stock , par value $.001 per share,
of the Fund.

     We have  examined  copies of the  Amended  Articles  of  Incorporation  and
By-Laws  of the Fund,  the  Registration  Statement,  and such  other  corporate
records,  proceedings  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 all copies  submitted to us. As to
various  questions  of fact  material  to such  opinion,  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  145,259,266.48
shares of Common Stock,  par value $.001 per share, of the Fund, to be issued in
accordance  with the terms of the offering,  as set forth in the  Prospectus and
Statement  of  Additional  Information  included  as  part  of the  Registration
Statement and in accordance  with  applicable  state  securities  laws,  when so
issued and paid for,  will  constitute  validly  authorized  and legally  issued
shares of Common Stock, fully paid and non-assessable.

         We hereby  consent to the  filing of this  opinion as an exhibit to the
Registration  Statement and to the reference to us in the Registration Statement
under the heading  "Federal Income Taxes" in the Prospectus and in the Statement
of Additional  Information,  and under the heading "Counsel and Auditors" in the
Statement of Additional Information.


                                                  Very truly yours,


                                                  BATTLE FOWLER LLP




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