FLAG INVESTORS INTERMEDIATE TERM INCOME FUND INC
N-30D, 1997-02-18
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                             [FLAG INVESTORS LOGO]
                                 FLAG INVESTORS



                                  [PHOTOGRAPH]




                                      FLAG
                                   INVESTORS
                                     SHORT-
                                  INTERMEDIATE
                                     INCOME
                                      FUND



                                 ANNUAL REPORT
                               DECEMBER 31, 1996


<PAGE>

REPORT HIGHLIGHTS
- --------------------------------------------------------------------------------
o Duration  shifts made  mid-year  to extend the  portfolio's  weighted  average
  maturity enabled the Fund to turn in excellent six-month results.

o We  kept  the  Fund's  asset  allocation  evenly  balanced  among  Treasuries,
  agencies,  mortgages,  corporates  and  asset-backed  issues  during most of
  the second half of the year. As a result,  the Fund's different sectors
  contributed equally to the year's total return of 4.0%.

  Name Change

     The Board of  Directors  has  changed  the  Fund's  name to Flag  Investors
  Short-Intermediate Income Fund effective February 14, 1997. This new name more
  accurately  reflects the Fund's weighted average  maturity,  which has been in
  the three- to five-year range since its inception.  Because  Intermediate-Term
  Income, the Fund's former name, indicates a maturity of three to ten years, it
  did not represent the Fund's actual investing practice as precisely as the new
  name does.


<PAGE>

LETTER TO SHAREHOLDERS
- --------------------------------------------------------------------------------

Dear Shareholders:

     We  are  pleased  to  report  on the  Fund's  progress  for  the  six-  and
twelve-month periods ended December 31, 1996.

1996 in Review

     In sharp contrast to the exuberance of 1995--a year of exceptional  returns
for both stocks and bonds--the  tone of the  fixed-income  market was noticeably
more  subdued in 1996 and marked  with  shifting  investor  sentiment  about the
direction of interest rates. After 1995's uninterrupted decline in rates, it was
perceived that an environment of  slow-to-moderate  growth,  benign inflationary
pressures,  strong foreign demand for U.S.  dollar-denominated  debt  securities
coupled with weak foreign  growth,  and bias toward asset  allocations  favoring
bonds over stocks would be  sufficient to push rates lower and sustain the rally
well into 1996.  While these  assessments  of  fundamentals  proved to be almost
correct,  statistical evidence told a different story as the year unfolded. Even
though broad price indices failed to indicate an increase in the underlying rate
of inflation, by the second quarter there were indications of a tightening labor
market and accelerating  wage gains.  Further evidence of strength from incoming
economic data continued to influence  investor  inflation  expectations and push
rates higher (see chart below).

                              U.S. Treasury Yields
                              (12/31/95-12/31/96)


                  [Graph appears here--see plot points below]

                               10-Year      5-year
                                 5.67        5.41
                                 5.74        5.43
                                 5.53        5.27
                                 5.63        5.33
                                 5.67        5.26
                                 5.66        5.23
                                 5.78        5.3
                                 5.96        5.51
                                 5.96        5.58
                                 6.41        6.06
                                 6.45        6.18
                                 6.33        6.06
                                 6.33        6.09
                                 6.55        6.38
                                 6.5         6.29
                                 6.52        6.32
                                 6.52        6.28
                                 6.89        6.6
                                 6.75        6.47
                                 6.65        6.41
                                 6.65        6.41
                                 6.85        6.63
                                 6.9         6.7
                                 6.93        6.7
                                 6.95        6.72
                                 6.71        6.46
                                 7.01        6.82
                                 6.86        6.65
                                 6.79        6.57
                                 6.85        6.63
                                 6.51        6.27
                                 6.48        6.22
                                 6.55        6.3
                                 6.75        6.51
                                 6.94        6.72
                                 6.92        6.7
                                 6.72        6.47
                                 6.84        6.62
                                 6.68        6.43
                                 6.48        6.21
                                 6.55        6.28
                                 6.5         6.25
                                 6.54        6.26
                                 6.38        6.11
                                 6.25        6.03
                                 6.18        5.96
                                 6.14        5.93
                                 6.04        5.83
                                 6.24        5.99
                                 6.31        6.05
                                 6.36        6.14
                                 6.29        6.08


                                                                               1


<PAGE>


LETTER TO SHAREHOLDERS (CONTINUED)
- --------------------------------------------------------------------------------

     The second half of the year was a near reverse image of the first. Although
stronger-than-expected  employment  reports  hinted that Federal  Reserve  Board
policy could turn  restrictive,  Fed Board Chairman Alan  Greenspan's  testimony
before  Congress in July  indicated  that the consensus view among Fed officials
was that the economy was apt to slow in the second half and that a change in Fed
policy  was not in order.  This  seemed to calm  market  anxieties  and  allowed
five-year  and  ten-year  rates to trend lower in a narrow range of 6.8% to 5.8%
and 7.0% to 6.0%,  respectively.  This gradual  decline in interest rates during
the late summer  months again  provided much of the fuel that  propelled  common
stocks to higher  prices and  enabled  bond  investors  to recoup  much of their
losses from the first quarter.

     Absent exposure to more rate-sensitive long-term bonds, your Fund, with its
inherently defensive maturity bias, delivered another year of consistent results
in this environment of roller coaster interest rates. A credit to the durability
and mettle of its  short-intermediate  charter, the Fund posted total returns of
4.5% and 4.0% for the six- and  twelve-month  periods  ended  December 31, 1996,
respectively.  In contrast to 1995's  results,  which  enjoyed  substantial  NAV
appreciation  as rates  declined,  the bulk of this year's  positive return came
from the Fund's monthly dividend. From its inception on May 13, 1991, the Fund's
Class A Shares have posted a cumulative total return of 46.9%,  translating into
an average annual return of 7.1%.  Specific total return  comparisons are listed
below.

Performance Comparisons*

<TABLE>
<CAPTION>
  For Periods Ended Dec. 31, 1996                         Six Months      One Year     Avg. Maturity
 ....................................................................................................
<S> <C>
  Flag Investors Short-Intermediate Income Fund--Class A     4.5%           4.0%         4.7 yrs.
  Lipper Short/Intermediate-Term Bond Fund
    Peer Group Average                                       4.0%           4.3%         3-5 yrs.
  Lehman Brothers Intermediate-Term
    Gov't./Corp. Bond Index                                  4.3%           4.0%         4.2 yrs.
  Lehman Brothers Gov't./Corp. Bond Index                    5.9%           2.9%         9.4 yrs.
 ....................................................................................................
- ----------------------------------------------------------------------------------------------------
</TABLE>

- ----------
*These  figures  assume  the   reinvestment   of  dividends  and  capital  gains
 distributions  and exclude the impact of any sales  charge.  If the sales
 charge were reflected,  the quoted  performance would be lower. Since
 investment return and principal  value will fluctuate,  an investor's  shares
 may be worth more or less than their original cost when redeemed.  The
 unmanaged indices listed above are widely recognized as indicators of
 performance in their respective  sectors. Past  performance  is not an
 indicator  of future  results.  Please  review the Additional Performance
 Information on page 6.

2


<PAGE>

Outlook

     Our 1997 outlook for interest rates hinges on several interrelated factors,
foremost of which are the pace of economic growth and  consumption,  the rate of
inflation,  the appetite of foreign  investors for U.S. debt instruments and the
Fed's policy  response.  We expect the pace of the economy to continue well into
1997  with  stronger  cyclical  forces  coming  into  play  later in the year as
tightening  labor markets lead to a rise in wage pressures,  which should result
in higher  prices.  Should  foreign  economies  gather more strength and need to
divert surplus cash flow  internally,  foreign demand for U.S. debt  securities,
primarily  Treasuries,  would  slacken and put  temporary  pressure on yields to
attract domestic buyers.

     With its defensive  maturity bias, this is an ideal market  environment for
your Fund.

Portfolio Considerations

     Unable to discern any spread  changes among sectors  during the second half
of 1996, we kept the Fund's overall asset  allocation  evenly balanced among the
bond market's major sectors:  Treasuries,  agencies,  mortgages,  corporates and
asset-backed  issues (see charts,  page 4). Optimistic that the mid-year rise in
rates was more cyclical than secular,  we extended the Fund's duration slightly,
to 3.6 years,  to take advantage of the gradual decline in rates that evolved in
late  summer.  These  "fine-tuning"  measures  worked well as each of the Fund's
different sectors contributed  equally to the year's results.  Near-term concern
that the Federal Reserve could adopt a less accommodating policy should the U.S.
economy exhibit greater-than-expected strength, we recently shortened the Fund's
duration to 3.2 years by reducing the  mortgage  sector from 46% to 33% of total
assets.

                                                                               3

<PAGE>


LETTER TO SHAREHOLDERS (CONCLUDED)
- --------------------------------------------------------------------------------
Portfolio Composition


              June 30, 1996                       December 31, 1996

        [Pie chart appears here]               [Pie chart appears here]
           [See values below]                     [See values below]

      Agency & Mortgage-Backed   46%         Agency & Mortgage-Backed  33%
      Corporate                  22%         Treasury                  22%
      Treasury                   18%         Asset-Backed              18%
      Asset-Backed               10%         Corporate                 18%
      Cash                        4%         Cash                       9%


Dividend Policy

     The Fund continues to distribute  $0.05 per share monthly.  Recognizing the
importance of improving  shareholder wealth, we continue to emphasize strategies
that maximize total return (current income plus NAV appreciation).

     We appreciate your continued support.

Sincerely,


/s/ M. Elliott Randolph, Jr.           /s/ Paul D. Corbin


M. Elliott Randolph, Jr.               Paul D. Corbin
President                              Executive Vice President

January 20, 1997

4


<PAGE>


FLAG INVESTORS SHORT-INTERMEDIATE INCOME FUND
- --------------------------------------------------------------------------------

Portfolio Statistics
- --------------------------------------------------------------------------------
  Average Maturity                                    4.7 years
 ................................................................................
  Average Duration                                    3.2 years
 ................................................................................
  Average Quality                                     AAA
 ................................................................................
  Maturity Breakdown:
 ................................................................................
          0-1 year                                   10.9%
 ................................................................................
          1-3 years                                  24.9%
 ................................................................................
          3-5 years                                  12.7%
 ................................................................................
          5-10 years                                 51.5%
 ................................................................................



 Dividends for Calendar 1996
- --------------------------------------------------------------------------------
           Total dividends declared for calendar 1996 are as follows:
- --------------------------------------------------------------------------------

           Income                                        $0.60

         Shareholders  who have elected to  participate  in the Fund's  dividend
     reinvestment plan have received their  distribution in additional shares of
     the Fund.  If you are not  currently a plan  participant  but would like to
     have your  dividends  reinvested  at net asset value,  please  contact your
     investment representative or the Fund at 1-800-553-8080.

                                                                               5


<PAGE>

FLAG INVESTORS SHORT-INTERMEDIATE INCOME FUND
- --------------------------------------------------------------------------------

Additional Performance Information

     The shareholder letter included in this report contains statistics designed
to help you  evaluate  the  performance  of your Fund's  management.  To further
assist in this evaluation, the Securities and Exchange Commission (SEC) requires
that  we  include,  on an  annual  basis,  a line  graph  comparing  the  Fund's
performance to that of an appropriate  market index. This graph must measure the
growth of a $10,000 hypothetical investment from the Fund's inception on May 13,
1991 through the most recent fiscal  year-end and must reflect the impact of the
Fund's total expenses and the currently effective 1.50% maximum sales charge for
the Fund's Class A Shares.

     While the following charts are required by SEC rules,  such comparisons are
of limited  utility  since the index shown is not adjusted for sales charges and
ongoing management,  distribution and operating expenses applicable to the Fund.
An investor  who wished to  replicate  the total return of this index would have
had to own the securities that it represents.  Acquiring these  securities would
require a  considerable  amount of money and would incur  expenses  that are not
reflected in the index results.

     The SEC also requires that we report the Fund's total return,  according to
a  standardized  formula,  for various time periods  through the end of the most
recent  calendar  quarter.  The SEC total  return  figures  differ from those we
reported  because  the  time  periods  may be  different  and  because  the  SEC
calculation includes the impact of the currently effective maximum sales charge.
These total returns  correspond to those experienced by individual  shareholders
only if their shares were purchased on the first day of each time period and the
maximum sales charge was paid.  Any  performance  figures shown are for the full
period indicated. Since investment return and principal value will fluctuate, an
investor's  shares  may be worth  more or less  than  their  original  cost when
redeemed. Past performance is not an indicator of future results.

6


<PAGE>

FLAG INVESTORS SHORT-INTERMEDIATE INCOME FUND
- --------------------------------------------------------------------------------

Change in Value of a $10,000 Investment in Class A Shares*
May 13, 1991-December 31, 1996


                  [Graph appears here--see plot points below]





                           Flag Investors           Lehman Brothers
                         Short-Intermediate   Intermediate Gov't./Corp.
                            Income Fund                 Bond Index
               5/91              9850                     10000
              12/91             10815                     10993
               6/92             11040                     11324
              12/92             11429                     11781
               6/93             12150                     12513
              12/93             12455                     12817
               6/94             12042                     12481
              12/94             12042                     12569
               6/95             13156                     13776
              12/95             13909                     14498
               6/96             13849                     14652
              12/96             14471                     15278


Average Annual Total Return*

  Periods Ended 12/31/96            1 Year         5 Years  Since Inception**
- --------------------------------------------------------------------------------
  Class A Shares                     2.48%          5.68%         6.78%
 ................................................................................

  *These  figures  assume  the  reinvestment  of  dividends  and  capital  gains
   distributions.  Past  performance is not an indicator of future  results.
   The Lehman Brothers Intermediate  Government/Corporate  Bond Index is an
   unmanaged index that is widely recognized as a general measure of the
   performance in the intermediate-term government and corporate bond sector.
 **May 13, 1991.

                                                                               7


<PAGE>


FLAG INVESTORS SHORT-INTERMEDIATE INCOME FUND
- --------------------------------------------------------------------------------

Additional  Performance  Information  (concluded)
Change in Value of a $10,000 Investment in Institutional Shares*
November 2, 1995-December 31, 1996


                  [Graph appears here--see plot points below]






                                   Flag Investors         Lehman Brothers
                                Short-Intermediate   Intermediate Gov't./Corp.
                                     Income Fund             Bond Index
 ................................................................................
                         11/95          10000                  10000
                         12/95          10202                  10105
                          3/96          10118                  10021
                          6/96          10174                  10083
                          9/96          10360                  10262
                         12/96          10630                  10514


     Average Annual Total Return*

  Periods Ended 12/31/96            1 Year         5 Years  Since Inception**
- --------------------------------------------------------------------------------
  Institutional Shares               4.20%           --         5.39%***
 ................................................................................

    *These figures assume the reinvestment of dividends and capital gains
     distributions. Past performance is not an indicator of future results.
   **11/2/95.
  ***Annualized.

8


<PAGE>


FLAG INVESTORS SHORT-INTERMEDIATE INCOME FUND
- --------------------------------------------------------------------------------
Statement of Net Assets                                        December 31, 1996

                                            S&P       Par           Value
Security                                  Rating*    (000)        (Note 1)
- --------------------------------------------------------------------------------
 CORPORATE BONDS--17.8%
Banc One Columbus
   7.375%, 12/1/02                         AA-       $1,000      $ 1,036,250
Countrywide Funding
   8.25%, 7/15/02                          A-         3,250        3,461,250
Ford Motor Credit
   6.05%, 3/31/98                          A+         2,000        2,002,500
General Motors Acceptance Corporation
   5.625%, 2/15/01                         A-         1,000          968,750
Pacific Gas & Electric
   6.25%, 3/1/04                           A          2,000        1,947,500
Philip Morris Cos., Inc.
   6.95%, 6/1/06                           A          2,000        2,027,500
Societe Nationale Elf Aquitaine
   7.75%, 5/1/99                           AA-        2,000        2,065,000
- --------------------------------------------------------------------------------
Total Corporate Bonds

   (Cost $13,310,342)                                             13,508,750
- --------------------------------------------------------------------------------
 U.S. GOVERNMENT AGENCY SECURITIES--24.6%
Federal Home Loan Banks Board - 3.9%
 Debentures
   7.151%, 9/13/05 (Callable 9/13/97)      AAA        3,000        2,976,780

Federal National Mortgage Assoc. - 4.5%
 Debentures
   6.250%, Due 8/12/03                     AAA        3,500        3,400,285

Mortgage-Backed Securities - 14.7%
 Federal Home Loan Mortgage Corp.
    Pool #G10049, 8.00%, 10/1/07           AAA        1,078        1,109,772
 Federal National Mortgage Assoc.
   Pass-through
    Pool #326570, 7.00%, Due 2/1/08        AAA        3,589        3,586,454
 Government National Mortgage Assoc.
   Pass-throughs
    Pool #194615, 8.00%, Due 3/15/17       AAA          155          158,702
    Pool #204405, 8.00%, Due 4/15/17       AAA          156          158,891
    Pool #371200, 8.00%, Due 12/15/23      AAA        1,588        1,621,390
    Pool #371206, 8.00%, Due 12/15/23      AAA        1,746        1,782,888
    Pool #780195, 8.00%, Due 7/15/25       AAA        2,691        2,757,210

                                                                               9


<PAGE>


FLAG INVESTORS SHORT-INTERMEDIATE INCOME FUND
- --------------------------------------------------------------------------------
STATEMENT OF NET ASSETS (CONCLUDED)

                                                  S&P       Par        Value
Security                                        Rating*    (000)     (Note 1)
- --------------------------------------------------------------------------------
 U.S. GOVERNMENT AGENCY SECURITIES--continued
Guaranteed Export Trust - 1.5%
   8.187%, 12/15/04                              AAA       $1,063   $ 1,129,524
- --------------------------------------------------------------------------------
Total U.S. Government Agency Securities
   (Cost $18,623,161)                                                18,681,896
- --------------------------------------------------------------------------------
 U.S. TREASURY SECURITIES--21.9%
U.S. Treasury Notes
   4.750%, 9/30/98                               AAA        2,000     1,965,120
   5.250%, 1/31/01                               AAA        2,000     1,938,560
   6.250%, 2/15/03                               AAA        5,000     4,999,550
   5.750%, 8/15/03                               AAA        4,000     3,882,040
   5.875%, 2/15/04                               AAA        4,000     3,896,600
- --------------------------------------------------------------------------------
Total U.S. Treasury Securities
   (Cost $16,610,814)                                                16,681,870
- --------------------------------------------------------------------------------
 ASSET-BACKED SECURITIES--18.2%

Banc One Credit Card Master Trust
   6.30%, 10/15/02                               AAA        3,000     2,995,440
Discover Credit Card Trust, 93-A-A
   6.25%, 8/16/00                                AAA        3,000     3,005,760
Green Tree Financial Corporation, 94-6-A5
   8.25%, 1/15/20                                NR**       3,000     3,207,210
NationsBank Auto Owner Trust, 96-A-B1
   6.75%, 6/15/01                                AAA        2,706     2,734,927
Premier Auto Trust, 94-1-A3
   4.75%, 2/2/00                                 AAA          413       411,276
Premier Auto Trust, 96-3-A4
   6.75%, 11/6/00                                AAA        1,500     1,520,145
- --------------------------------------------------------------------------------
Total Asset-Backed Securities
   (Cost $13,834,317)                                                13,874,758
- --------------------------------------------------------------------------------
 COLLATERALIZED MORTGAGE OBLIGATIONS--8.3%
Federal Home Loan Mortgage Corp. - 3.2%
 Multi-Class Mortgage Certificates
   Series 106-F, 8.50%, 12/15/20                 AAA        2,379     2,428,933

10


<PAGE>


FLAG INVESTORS SHORT-INTERMEDIATE INCOME FUND
- --------------------------------------------------------------------------------


                                                  S&P       Par         Value
Security                                        Rating*    (000)      (Note 1)
- --------------------------------------------------------------------------------
 COLLATERALIZED MORTGAGE OBLIGATIONS--continued
Federal National Mortgage Assoc. - 5.1%
 Multi-Class Mortgage Certificates
   Series 88-18-B, 9.40%, 7/25/03                AAA       $  173    $  180,952
   Series 149-D, 12.00%, 4/25/19                 AAA          847       857,502
   Series 91-11-G, 7.00%, 11/25/19               AAA        1,678     1,678,490
   Series 95-W1-A2, 8.20%, 4/25/25               AAA        1,204     1,212,413
- --------------------------------------------------------------------------------
Total Collateralized Mortgage Obligations
   (Cost $6,348,460)                                                  6,358,290
- --------------------------------------------------------------------------------
 REPURCHASE AGREEMENT--8.1%
Goldman Sachs & Co., 6.00%
   Dated 12/31/96, to be repurchased on 1/2/97,  collateralized by U.S. Treasury
   Bonds with a market value of $6,294,544.
   (Cost $6,171,000)                             NR**       6,171     6,171,000
- --------------------------------------------------------------------------------

Total Investment in Securities--98.9%
   (Cost $74,898,094)***                                             75,276,564

Other Assets in Excess of Liabilities, Net--1.1%                        814,764
- --------------------------------------------------------------------------------

Net Assets--100.0%                                                  $76,091,328
================================================================================


Net Asset Value and Redemption Price Per:
 Class A Share
   ($58,584,058 / 5,701,172 shares outstanding)                          $10.28
================================================================================
 Institutional Share
   ($17,507,270 / 1,686,158 shares outstanding)                          $10.38
================================================================================

Maximum Offering Price Per:
 Class A Share ($10.28 / .985)                                           $10.44
================================================================================
 Institutional Share                                                     $10.38
================================================================================

- ----------
  * The Standard & Poor's  ratings  indicated are believed to be the most recent
    ratings available as of December 31, 1996.
 ** Not rated.
*** Also aggregate cost for federal tax purposes.

                       See Notes to Financial Statements.

                                                                              11


<PAGE>


FLAG INVESTORS SHORT-INTERMEDIATE INCOME FUND
- --------------------------------------------------------------------------------

Statement of Operations

                                                         For the Year Ended
                                                            December 31,
- --------------------------------------------------------------------------------
                                                               1996
Investment Income (Note 1):
   Interest                                                  $ 4,776,889

Expenses:
   Investment advisory fee (Note 2)                              245,318
   Distribution fee (Note 2)                                     151,753
   Accounting fee (Note 2)                                        56,244
   Printing and postage                                           47,714
   Legal                                                          38,582
   Audit                                                          32,964
   Transfer agent fees                                            32,766
   Registration fees                                              28,304
   Custodian fee                                                  14,116
   Miscellaneous                                                  10,986
   Pricing service                                                 4,798
   Organizational expense (Note 1)                                 3,786
   Insurance                                                       2,536
   Directors' fees                                                   111
- --------------------------------------------------------------------------------
            Total expenses                                       669,978
Less: Fees waived (Note 2)                                      (201,059)
- --------------------------------------------------------------------------------
            Net expenses                                         468,919
- --------------------------------------------------------------------------------
Net investment income                                          4,307,970
- --------------------------------------------------------------------------------
Realized and unrealized gain/(loss) on investments (Note 1):
   Net realized loss from securities transactions               (141,613)
   Change in unrealized appreciation or depreciation
     of investments                                           (1,267,527)
- --------------------------------------------------------------------------------
            Net loss on investments                           (1,409,140)
- --------------------------------------------------------------------------------
Net increase in net assets resulting from operations         $ 2,898,830
================================================================================

                       See Notes to Financial Statements.

12


<PAGE>


FLAG INVESTORS SHORT-INTERMEDIATE INCOME FUND
- --------------------------------------------------------------------------------
Statements of Changes in Net Assets


                                                 For the Year Ended December 31,
- --------------------------------------------------------------------------------
                                                      1996            1995
Increase/(Decrease) in Net Assets:
Operations:
   Net investment income                          $  4,307,970    $  4,324,862
   Net loss from security transactions                (141,613)     (1,018,416)
   Change in unrealized appreciation or
     depreciation of investments                    (1,267,527)      7,179,328
   Change in unrealized appreciation or
     depreciation of assets and liabilities
     denominated in foreign currency                        --           1,216
- --------------------------------------------------------------------------------
   Net increase in net assets resulting
     from operations                                 2,898,830      10,486,990
- --------------------------------------------------------------------------------
Dividends to Shareholders From:
   Net investment income:
     Class A Shares                                 (3,528,967)     (4,208,250)
     Institutional Shares                             (602,635)         (7,962)
- --------------------------------------------------------------------------------
   Total distributions                              (4,131,602)     (4,216,212)
- --------------------------------------------------------------------------------
Capital Share Transactions (Note 3):
   Proceeds from sale of shares                     24,144,316       4,986,795
   Value of shares issued in reinvestment of
     dividends                                       2,641,312       2,635,861
   Cost of shares repurchased                      (18,763,222)    (23,380,739)
- --------------------------------------------------------------------------------
   Increase/(decrease) in net assets derived from
     capital share transactions                      8,022,406     (15,758,083)
- --------------------------------------------------------------------------------
   Total increase/(decrease) in net assets           6,789,634      (9,487,305)

Net Assets:
   Beginning of period                              69,301,694      78,788,999
- --------------------------------------------------------------------------------
   End of period                                  $ 76,091,328    $ 69,301,694
================================================================================
                       See Notes to Financial Statements.

                                                                              13


<PAGE>


FLAG INVESTORS SHORT-INTERMEDIATE INCOME FUND
- --------------------------------------------------------------------------------

Financial Highlights -- Class A Shares
(For a share outstanding throughout each year)
                                                            For the Year Ended
                                                               December 31,
- --------------------------------------------------------------------------------
                                                                   1996



Per Share Operating Performance:
   Net asset value at beginning of year                          $ 10.48
- --------------------------------------------------------------------------------
Income from Investment Operations:
   Net investment income                                            0.63
   Net realized and unrealized gain/(loss) on investments          (0.23)
- --------------------------------------------------------------------------------
   Total from Investment Operations                                 0.40
Less Distributions:
   Dividends from net investment income and
     short-term gains                                              (0.60)
   Return of capital                                                  --
   Distributions from net realized long-term gains                    --
- --------------------------------------------------------------------------------
   Total distributions                                             (0.60)
- --------------------------------------------------------------------------------
   Net asset value at end of year                                $ 10.28
================================================================================
Total Return(1)                                                     4.04%
Ratios to Average Daily Net Assets:
   Expenses(2)                                                      0.70%
   Net investment income(3)                                         6.11%
Supplemental Data:
   Net assets at end of year (000)                               $58,584
   Portfolio turnover rate                                            42%

- ----------
(1) Total  return  excludes  the effect of sales  charge.
(2) Without the waiver of advisory  fees (Note 2), the ratio of expenses to
    average daily net assets would have been 0.99%,  0.93%, 0.84%, 0.85% and
    0.87% for the years ended December 31, 1996, 1995, 1994, 1993 and 1992,
    respectively.
(3) Without the waiver of advisory fees (Note 2), the ratio of net  investment
    income to average  daily net assets would  have been  5.83%,  5.77%,  5.43%,
    5.28%  and  5.83% for the years  ended December 1996, 1995, 1994, 1993 and
    1992, respectively.

14


<PAGE>


FLAG INVESTORS SHORT-INTERMEDIATE INCOME FUND
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                 For the Year Ended December 31,
- ---------------------------------------------------------------------------------------------------------------------------------
                                                                 1995               1994               1993               1992
<S> <C>
Per Share Operating Performance:
   Net asset value at beginning of year                         $ 9.62            $ 10.57            $ 10.37            $ 10.54
- ---------------------------------------------------------------------------------------------------------------------------------
Income from Investment Operations:
   Net investment income                                          0.62               0.57               0.57               0.63
   Net realized and unrealized gain/(loss) on investments         0.84              (0.92)              0.34              (0.05)
- ---------------------------------------------------------------------------------------------------------------------------------
   Total from Investment Operations                               1.46              (0.35)              0.91               0.58
Less Distributions:
   Dividends from net investment income and
     short-term gains                                            (0.60)             (0.57)             (0.69)             (0.75)
   Return of capital                                                --              (0.03)                --                 --
   Distributions from net realized long-term gains                  --                 --              (0.02)                --
- ---------------------------------------------------------------------------------------------------------------------------------
   Total distributions                                           (0.60)             (0.60)             (0.71)             (0.75)
- ---------------------------------------------------------------------------------------------------------------------------------
   Net asset value at end of year                              $ 10.48             $ 9.62            $ 10.57            $ 10.37
=================================================================================================================================
Total Return(1)                                                  15.43%             (3.32)%              8.98%             5.68%
Ratios to Average Daily Net Assets:
   Expenses(2)                                                    0.70%              0.70%              0.70%             0.70%
   Net investment income(3)                                       6.00%              5.57%              5.43%             6.01%
Supplemental Data:
   Net assets at end of year (000)                              $67,116            $78,789           $112,520           $78,706
   Portfolio turnover rate                                          46%                50%                86%              107%

                       See Notes to Financial Statements.

                                                                              15


FLAG INVESTORS SHORT-INTERMEDIATE INCOME FUND
- --------------------------------------------------------------------------------

Financial Highlights --Institutional Shares
(For a share outstanding throughout each period)

                                            For the Year      For the Period
                                               Ended        November 2, 1995(1)
                                            December 31,    through December 31,
- --------------------------------------------------------------------------------
                                                1996               1995
Per Share Operating Performance:
   Net asset value at beginning of period      $ 10.58             $10.42
- --------------------------------------------------------------------------------
Income from Investment Operations:
   Net investment income                          0.59               0.09
   Net realized and unrealized gain/(loss)
     on investments                              (0.17)              0.12
- --------------------------------------------------------------------------------
   Total from Investment Operations               0.42               0.21
Less Distributions:
   Distributions from net investment income
     and short-term gains                        (0.62)             (0.05)
- --------------------------------------------------------------------------------
   Net asset value at end of period            $ 10.38             $10.58
================================================================================
Total Return                                      4.20%             12.47%(2)
Ratios to Average Daily Net Assets:
   Expenses(3)                                    0.45%              0.45%(2)
   Net investment income(4)                       6.35%              6.52%(2)
Supplemental Data:
   Net assets at end of period (000)           $17,507             $2,186
   Portfolio turnover rate                          42%                46%

- --------------------------------------------------------------------------------
(1) Commencement of operations.
(2) Annualized.
(3) Without the waiver of advisory fees (Note 2), the ratio of expenses to
    average daily net assets would have been 0.76% and 0.72% (annualized) for
    the year ended December  31, 1996 and the period  ended  December  31,
    1995,  respectively.
(4) Without the waiver of advisory fees (Note 2), the ratio of net investment
    income to average daily net assets would have been 6.04% and 6.27%
    (annualized) for the year  ended   December  31,  1996  and  the  period
    ended  December  31,  1995, respectively.

                       See Notes to Financial Statements.

16


<PAGE>


FLAG INVESTORS SHORT-INTERMEDIATE INCOME FUND
- --------------------------------------------------------------------------------

Notes to Financial Statements

NOTE 1--Significant Accounting Policies

     Flag Investors  Short-Intermediate Income Fund, Inc. (the "Fund"), formally
Flag  Investors  Intermediate-Term  Income Fund,  Inc., is registered  under the
Investment Company Act of 1940 as an open-end, diversified management investment
company  designed  to  provide a high level of current  income  consistent  with
preservation of capital within an intermediate-term maturity structure. The Fund
commenced  operations on May 13, 1991,  consisting of Class A Shares,  which are
subject to a maximum  front-end  sales charge of 1.50% and a 0.25%  distribution
fee. On November 2, 1995, the Fund began offering  Institutional  Shares,  which
are not subject to a front-end sales charge or a distribution fee.

     The  preparation  of financial  statements  in  conformity  with  generally
accepted  accounting  principles  requires  management  to  make  estimates  and
assumptions  that  affect the  reported  amounts of assets and  liabilities  and
disclosure of  contingent  assets and  liabilities  at the date of the financial
statements  and the  reported  amounts  of  revenues  and  expenses  during  the
reporting  period.  Actual  results  could  differ  from  those  estimates.  The
following is a summary of significant accounting policies followed by the Fund.

     A. Security  Valuation--Debt   securities  are  valued  on  the  basis  of
        quotations provided by a pricing service, which uses information with
        respect to transactions  on bonds,  quotations  from bond dealers,
        market  transactions in comparable   securities  and  various
        relationships   between   securities  in determining value. Portfolio
        securities that are listed on a national securities exchange  are valued
        on the basis of their last sale price or, in the absence of recorded
        sales,  at the  average of  readily  available  closing  bid and asked
        prices.  Securities or other assets for which market  quotations are not
        readily available  are  valued at their fair  value so  determined  in
        good faith by the investment  advisor under  procedures  established and
        monitored by the Board of Directors.  Short-term obligations with
        maturities of 60 days or less are valued at amortized cost which
        approximates market.

     B. Federal Income Tax--No  provision is made for federal income taxes as it
        is the Fund's intention to continue to qualify as a regulated investment
        company under  Subchapter  M  of  the  Internal  Revenue  Code  and  to
        make  requisite distributions to shareholders  that will be sufficient
        to relieve it from all or substantially  all  federal  income and excise
        taxes.  The Fund's  policy is to distribute  to  shareholders
        substantially  all of its taxable  net  investment income on a monthly
        basis and net realized long-term capital gains annually,  if any.

                                                                              17


<PAGE>


FLAG INVESTORS SHORT-INTERMEDIATE INCOME FUND
- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS (CONTINUED)

NOTE 1--concluded

     C. Dividends and  Distributions--Dividends  from net investment  income are
        declared and paid  monthly.  Distributions  of capital gains are
        recorded on the ex-dividend  dates.  Distributions in excess of net
        investment income are due to differing tax treatments of dividends
        declared.

     D. Other--Security transactions are accounted for on the trade date and the
        cost of  investments  sold or  redeemed  is  determined  by use of the
        specific identification  method for both  financial  reporting  and
        income tax  purposes. Interest  income is recorded on an accrual  basis
        and includes  amortization  of premiums and accretion of discounts.

        Costs  incurred  by the  Fund  in  connection  with  its  organization,
        registration  and the  initial  public  offering  of  shares  have been
        deferred  and are being  amortized on the  straight-line  method over a
        five-year  period beginning on the date on which the Fund commenced its
        investment activities.

NOTE 2--Investment Advisory Fee, Transactions with Affiliates
        and Other Fees

     Investment  Company  Capital Corp.  ("ICC"),  a subsidiary  of Alex.  Brown
Financial Corp.,  serves as the Fund's investment  advisor.  As compensation for
its  advisory  services,  ICC receives  from the Fund an annual fee,  calculated
daily and paid  monthly,  at the  following  annual  rates based upon the Fund's
average daily net assets: 0.35% of the first $1 billion,  0.30% of the next $500
million and 0.25% of that portion in excess of $1.5 billion.

     ICC has agreed to reduce its aggregate  fees so that  ordinary  expenses of
the Fund for any fiscal year do not exceed 0.70% of the Fund's average daily net
assets for Class A Shares and 0.45% for Institutional Shares. For the year ended
December 31, 1996, ICC waived fees of $201,059.

     As compensation for its transfer agent services, ICC receives from the Fund
a per  account  fee,  calculated  and paid  monthly.  ICC  received  $32,766 for
transfer agent services for the year ended December 31, 1996.

     As compensation for its accounting services,  ICC receives from the Fund an
annual fee, calculated daily and paid monthly, from the Fund's average daily net
assets. ICC received $56,244 for accounting services for the year ended December
31, 1996.

18

<PAGE>


FLAG INVESTORS SHORT-INTERMEDIATE INCOME FUND
- --------------------------------------------------------------------------------

NOTE 2--concluded

     As compensation for providing  distribution services, ICC receives from the
Fund an annual fee,  calculated daily and paid monthly,  at an annual rate equal
to 0.25% of the Fund's average daily net assets of Class A Shares.  For the year
ended December 31, 1996, distribution fees aggregated $151,753.

     The Fund complex of which the Fund is a part has adopted a retirement  plan
for eligible  Directors.  The actuarially  computed pension expense allocated to
the  Fund  for the  period  January  1,  1996  through  December  31,  1996  was
approximately $2,500, and the accrued liability was approximately $10,000.

NOTE 3--Capital Share Transactions

     The Fund is  authorized  to issue up to 55 million  shares of capital stock
(45 million  Class A, 5 million  Institutional,  2 million Class B and 3 million
undesignated), par value, $.001 per share, all of which shares are designated as
common stock. Transactions in shares of the Fund were as follows:


                                                     Class A Shares
                                              ----------------------------
                                                 For the        For the
                                                Year Ended     Year Ended
                                              Dec. 31, 1996  Dec. 31, 1995
                                              -------------  -------------
Shares sold                                        824,212        267,783
Shares issued to shareholders on
   reinvestment of dividends                       223,342        261,580
Shares redeemed                                 (1,752,832)    (2,317,104)
- --------------------------------------------------------------------------
Net decrease in shares outstanding                (705,278)    (1,787,741)
==========================================================================
Proceeds from sale of shares                  $  8,509,093   $  2,690,780
Value of reinvested dividends                    2,288,737      2,635,861
Cost of shares redeemed                        (18,054,319)   (23,241,599)
- --------------------------------------------------------------------------
Net decrease from capital share
   transactions                               $ (7,256,489)  $(17,914,958)
==========================================================================
                                                                              19


<PAGE>


FLAG INVESTORS SHORT-INTERMEDIATE INCOME FUND
- --------------------------------------------------------------------------------
Notes to Financial Statements (concluded)

NOTE 3--concluded

                                                  Institutional Shares
                                              ----------------------------
                                                            For the Period
                                                For the      Nov. 2, 1995*
                                               Year Ended       through
                                              Dec. 31, 1996  Dec. 31, 1995
                                              -------------  -------------
Shares sold                                      1,513,443       219,797
Shares issued to shareholders on
  reinvestment of dividends                         34,119            --
Shares redeemed                                    (67,989)      (13,212)
- --------------------------------------------------------------------------------
Net increase in shares outstanding               1,479,573       206,585
================================================================================
Proceeds from sale of shares                   $15,635,223    $2,296,015
Value of reinvested dividends                      352,575            --
Cost of shares redeemed                           (708,903)     (139,140)
- --------------------------------------------------------------------------------
Net increase from capital share
   transactions                                $15,278,895    $2,156,875
================================================================================

- ----------
*Commencement of operations.


NOTE 4--Investment Transactions

     Purchases  and  sales  of  investment  securities,  other  than  short-term
obligations, aggregated $31,232,448 and $27,853,065,  respectively, for the year
ended December 31, 1996.

     On December 31,  1996,  aggregate  gross  unrealized  appreciation  for all
securities  in which  there  is an  excess  of  market  value  over tax cost was
$792,050,  and aggregate  gross  unrealized  depreciation  for all securities in
which there is an excess of tax cost over market value was $413,580.

20


<PAGE>


FLAG INVESTORS SHORT-INTERMEDIATE INCOME FUND
- --------------------------------------------------------------------------------
NOTE 5--Federal Income Tax Information

     Generally accepted accounting principles require that certain components of
net assets be reclassified to reflect  permanent  differences  between financial
reporting and tax  purposes.  Accordingly,  current  year's  permanent  book/tax
difference of $81,463 has been  reclassified  to  undistributed  net  investment
income from  accumulated  net realized  loss from  security  transactions.  This
reclassification has no effect on net assets or net asset values per share.

     On  December  31,  1996,  there  was a tax  capital  loss  carryforward  of
$3,529,873,  of which $383,359 expires in 2002,  $3,111,390  expires in 2003 and
$35,124  expires in 2004.  This  carryforward  will be used to offset future net
capital gains, if any.

NOTE 6--Net Assets

     On December 31, 1996, net assets consisted of:

Paid-in capital:
   Class A Shares                                                  $61,903,932
   Institutional Shares                                             17,435,771
Accumulated net realized loss from security transactions            (3,574,628)
Unrealized appreciation of investments                                 378,470
Overdistribution of net investment income                              (52,217)
                                                                   ------------
                                                                   $76,091,328
                                                                   ============

                                                                              21

<PAGE>

FLAG INVESTORS SHORT-INTERMEDIATE INCOME FUND
- --------------------------------------------------------------------------------

Independent Auditors' Report

The Board of Directors and Shareholders
Flag Investors Short-Intermediate Income Fund, Inc.:

     We have  audited  the  accompanying  statement  of net  assets  of the Flag
Investors  Short-Intermediate Income Fund, Inc. as of December 31, 1996, and the
related  statements  of  operations  for the year then ended and  changes in net
assets  for  each of the  years  in the  two-year  period  then  ended,  and the
financial  highlights for each of the years in the five-year  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 the 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 at December
31, 1996 by correspondence with the custodian.  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,  such financial statements and financial highlights present
fairly,  in all material  respects,  the  financial  position of Flag  Investors
Short-Intermediate Income Fund, Inc. as of December 31, 1996, the results of its
operations,  the changes in its net assets and the financial  highlights for the
respective  stated  periods in conformity  with  generally  accepted  accounting
principles.


DELOITTE & TOUCHE LLP
Princeton, New Jersey
January 29, 1997

22

<PAGE>


FLAG INVESTORS SHORT-INTERMEDIATE INCOME FUND
- --------------------------------------------------------------------------------

Directors and Officers
                                RICHARD T. HALE
                                    Chairman

            CHARLES W. COLE, JR.                 PAUL D. CORBIN
                  Director                  Executive Vice President

              JAMES J. CUNNANE                   GARY V. FEARNOW
                  Director                        Vice President

               JOHN F. KROEGER                  MONICA M. HAUSNER
                  Director                       Vice President

                LOUIS E. LEVY                  EDWARD J. VEILLEUX
                  Director                       Vice President

             EUGENE J. MCDONALD                  SCOTT J. LIOTTA
                  Director                       Vice President

              REBECCA W. RIMEL                  JOSEPH A. FINELLI
                  Director                          Treasurer

             CARL W. VOGT, ESQ.                 EDWARD J. STOKEN
                  Director                          Secretary

          M. ELLIOTT RANDOLPH, JR.             LAURIE D. COLLIDGE
                  President                    Assistant Secretary



Investment Objective

An  open-end  mutual  fund  designed  to provide a high level of current  income
consistent with preservation of principal within an  intermediate-term  maturity
structure.

                                                                              23

<PAGE>



                      This page intentionally left blank.




<PAGE>


   This report is prepared for the general  information of  shareholders.  It is
authorized  for  distribution  to  prospective  investors  only when preceded or
accompanied by an effective prospectus.

   For more  complete  information  regarding any of the Flag  Investors  Funds,
including  charges  and  expenses,  obtain a  prospectus  from  your  investment
representative  or directly from the Fund at  1-800-767-FLAG.  Read it carefully
before you invest.


<PAGE>

                             [FLAG INVESTORS LOGO]
                                 FLAG INVESTORS


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                                    Balanced
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                                     Income
                 Flag Investors Short-Intermediate Income Fund
             Flag Investors Total Return U.S. Treasury Fund Shares

                                Tax-Free Income
                  Flag Investors Managed Municipal Fund Shares
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                                 Current Income
                    Flag Investors Cash Reserve Prime Shares



                                  P.O. Box 515
                           Baltimore, Maryland 21203
                                  800-767-FLAG

                                Distributed by:
                               ALEX. BROWN & SONS
                                  INCORPORATED




</TABLE>


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