Annual Notice of Securities Sold Pursuant to Rule 24F-2
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:
Flag Investors Intermediate-Term Income Fund, Inc.
135 E. Baltimore Street
Baltimore, MD 21202
_________________________________________________________________
2. Name of each series or class of funds for which this notice
is filed:
Flag Investors Shares
Institutional Shares
_________________________________________________________________
3. Investment Company Act File Number: 811-06084
Securities Act File Number: 33-34275
_________________________________________________________________
4. Last day of fiscal year for which this notice is filed:
December 31, 1995
_________________________________________________________________
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 issuer's 24f-2 declaration:
N/A
6. Date of termination of issuer's declaration under rule 24f-
2(a)(1), if applicable (see Instruction A.6):
N/A
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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:
2,884,712 shares $28,281,987
_________________________________________________________________
9. Number and aggregate sale price of securities sold during
the fiscal year:
749,160 shares @ $7,633,851
_________________________________________________________________
10. Number and aggregate sale price of securities sold during
the fiscal year in reliance upon registration pursuant to
rule 24f-2:
None
_________________________________________________________________
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):
Included in item 9 above.
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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):
$ 0*
-------------------------
* By offsetting the Fund's sales for the fiscal year
ended December 31, 1995 with prior registration of net
redemptions under Rule 24e-2 as shown in items 8, 9 and
10 above, there were no sales pursuant to Rule 24f-2 in
the fiscal year ended December 31, 1995.
(ii) Aggregate price of shares issued in connection with
dividend reinvestment plans (from Item 11, if
applicable):
+ --
-------------------------
(iii) Aggregate price of shares redeemed or repurchased
during the fiscal year (if applicable):
- --
-------------------------
(iv) Aggregate price of shares redeemed or repurchased and
previously applied as a reduction to filing fees
pursuant to rule 24e-2 (if applicable):
+ --
-------------------------
(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):
0
-------------------------
(vi) Multiplier prescribed by Section 6(b) of the Securities
Act of 1933 or other applicable law or regulation (see
Instruction C.6):
x 1/2,900
-------------------------
(vii) Fee due {line (i) or line (v) multiplied by line
(vi)}:
0
-------------------------
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
Commission's Rules of Informal and Other Procedures (17 CFR
202.3a).
No fee is due. [ ]
Date of mailing or wire transfer of filing fees to the
Commission's lockbox depository:
SIGNATURES
This report has been signed by the following person on behalf of
the issuer and in the capacities and on the date indicated.
By (Signature and Title)* /s/ Joseph A. Finelli
Joseph A. Finelli
Treasurer
Date February 23, 1996
* Please print the name and title of the signing officer below
the signature.
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FLAG INVESTORS INTERMEDIATE-TERM INCOME FUND, INC.
EXHIBIT A
Net Shares
Redemption Sold in
Carry Shares Reliance Shares
Forward Sold(1) on Redeemed(2)
(Shares) Rule 24f-2
------------- ------- --------- ------------
2,884,712 749,160 0 2,330,316 shares @ $23,380,739
_________________
(1) 267,783 Flag Investors Shares @ $2,701,975,
219,797 Institutional Shares @ $2,296,015, and
261,580 Flag Investors Shares issued upon reinvestment
of dividends, valued at $2,635,861.
(2) 2,317,104 Flag Investors Shares @ $23,241,599 and
13,212 Institutional Shares @ $139,140
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{LETTERHEAD OF MORGAN, LEWIS & BOCKIUS, LLP}
February 23, 1996
Flag Investors Intermediate-Term Income Fund, Inc.
135 East Baltimore Street
Baltimore, MD 21202
Re: Rule 24f-2 Notice for
Flag Investors Intermediate-Term Income Fund, Inc.
(File No. 33-34275)
Gentlemen:
Flag Investors Intermediate-Term Income Fund, Inc. (the "Fund")
is a corporation organized under the laws of the State of
Maryland with its principal place of business in Baltimore,
Maryland. The Fund is an open-end diversified management
investment company registered with the Securities and Exchange
Commission (the "Commission") under the Investment Company Act of
1940 (the "1940 Act"). This opinion relates to shares of common
stock, par value $.001 per share, sold by the Fund in reliance
upon Rule 24f-2 during its fiscal year ended December 31, 1995,
the registration of which is made definite by the filing of the
attached Notice.
We have reviewed all proceedings taken by the Fund in connection
with the offer and sale of the shares of common stock, par value
$.001 per share, which have been offered under a Prospectus
included as part of the Fund's Registration Statement on Form N-
1A, as amended to the date hereof, which has been filed with the
Commission under the Securities Act of 1933 and the 1940 Act
(collectively, the "Registration Statement").
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Flag Investors Intermediate-Term Income Fund, Inc.
February 23, 1996
Page 2
We are of the opinion that such shares of common stock, when sold
and issued in return for the payment described in the Fund's
Registration Statement, were legally issued, fully paid and non-
assessable by the Fund.
Very truly yours,
/s/ Morgan, Lewis & Bockius LLP
cc: Mr. Joseph A. Finelli
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