COVER LETTER
May 31, 1996
Securities and Exchange Commission
450 5th Street
Washington, D. C. 20549
Attn: Filing Desk
RE: Target Income Fund, Inc. (the "Company")
File No. 33-45173
Rule 497(j)
Dear Sir or Madam:
Pursuant to Rule 497(j) of Regulation C, the Company hereby certifies that (i)
the form of the Statement of Additional Information that would have been filed
under paragraph (c) of Rule 497 would not have differed from that contained in
the most recent post-effective amendment to the registration statement file as
of March 11, 1996, and (ii) the text of the most recent post-effective amendment
to the registration statement was filed electronically on March 11, 1996.
If you have any questions or comments, please contact the undersigned at (818)
852-1033.
Very truly yours,
TARGET INCOME FUND, INC.
By: /s/ Eric Banhazl
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Eric Banhazl, Secretary