PENNSYLVANIA DAILY MUNICIPAL INCOME FUND INC
485B24E, 1997-01-23
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          As Filed with the Securities and Exchang Commission on January 23,1997
                                                       Registration No. 33-48014



                       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. 6

                                     and/or

        REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940

                               Amendment No.  7

                    Pennsylvania Daily Municipal Income Fund
               (Exact Name of Registrant as Specified in 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>

   CALCULATION OF REGISTRATION FEE UNDER THE SECURITIES ACT OF 1933

- ----------------------------------------------------------------------

                             Proposed         Proposed
                              Maximum         Maximum
Securities      Amount       Offering         Aggregate      Amount of
 Being           Being       Price per        Offering    Registration
Registered     Registered      Unit*           Price**           Fee**

Shares of
Beneficial Interest


$.001 par value  7,840,182.06    $1.00         7,840,182.06       $100.00




- ----------------------------------------------------------------------
Exhibit: Opinnion of Battle Fowler LLP

*      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.  155,955,692.17  shares were  redeemed  during the fiscal year
         ended  November  30,  1996,  7,510,182.06  of which are being  used for
         "reduction" in this amendment, 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 November 30, 1997.
<PAGE>

                                   SIGNATURES



Pursuant to the  requirements  of the  Securities Act of 1933 and the Investment
Company Act of 1940, as amended,  the Registrant  certifies that it meets all of
the  requirements  for  effectiveness  of this  Post-effective  Amendment to its
Registration  Statement pursuant to Rule 485(b) under the Securities Act of 1933
and has duly caused this Post-effective  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 23th day of January, 1997.


                                                    PENNSYLVANIA DAILY MUNICIPAL
                                                            INCOME FUND


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


Pursuant to the requirements of the Securities Act of 1933, this  Posr-effective
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                         President and             01/23/97
     Steven W. Duff                              Trustee

(2)  Principal Financial and
     Accounting Officer



/s/ Richard De Sanctis
     Richard De Sanctis                          Treasurer              01/23/97

(3)  Majority of Trustee

     W. Giles Mellon                             Trustee
     Yung Wong                                   Trustee
     Robert Straniere                            Trustee


By: /s/ Bernadette N. Finn
     Bernadette N. Finn                                                 01/23/97
     Attorney-in-Fact


<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>               888130
<NAME>              Pennsylvania Daily Municipal Income Fund, Inc.
<SERIES>
<NUMBER>            1
<NAME>              Pennsylvania Daily Municipal Income Fund, Inc.
       
<S>                               <C>    
<FISCAL-YEAR-END>             NOV-30-1996
<PERIOD-START>                DEC-01-1995
<PERIOD-END>                  NOV-30-1996
<PERIOD-TYPE>                 YEAR
<INVESTMENTS-AT-COST>         35830755
<INVESTMENTS-AT-VALUE>        35830755
<RECEIVABLES>                 274501
<ASSETS-OTHER>                0
<OTHER-ITEMS-ASSETS>          350345
<TOTAL-ASSETS>                36455601
<PAYABLE-FOR-SECURITIES>      0
<SENIOR-LONG-TERM-DEBT>       0
<OTHER-ITEMS-LIABILITIES>     115629
<TOTAL-LIABILITIES>           115629
<SENIOR-EQUITY>               0
<PAID-IN-CAPITAL-COMMON>      36340913
<SHARES-COMMON-STOCK>         36340913
<SHARES-COMMON-PRIOR>         40981143
<ACCUMULATED-NII-CURRENT>     0
<OVERDISTRIBUTION-NII>        0
<ACCUMULATED-NET-GAINS>       (942)
<OVERDISTRIBUTION-GAINS>      0
<ACCUM-APPREC-OR-DEPREC>      0
<NET-ASSETS>                  36339972
<DIVIDEND-INCOME>             0
<INTEREST-INCOME>             1458741
<OTHER-INCOME>                0
<EXPENSES-NET>                269156
<NET-INVESTMENT-INCOME>       1189585
<REALIZED-GAINS-CURRENT>      0
<APPREC-INCREASE-CURRENT>     0
<NET-CHANGE-FROM-OPS>         1189585
<EQUALIZATION>                0
<DISTRIBUTIONS-OF-INCOME>     1189584
<DISTRIBUTIONS-OF-GAINS>      0
<DISTRIBUTIONS-OTHER>         0
<NUMBER-OF-SHARES-SOLD>       150382995
<NUMBER-OF-SHARES-REDEEMED>   155955692
<SHARES-REINVESTED>           932467
<NET-CHANGE-IN-ASSETS>        (4640229)
<ACCUMULATED-NII-PRIOR>       0
<ACCUMULATED-GAINS-PRIOR>     (942)
<OVERDISTRIB-NII-PRIOR>       0
<OVERDIST-NET-GAINS-PRIOR>    0
<GROSS-ADVISORY-FEES>         160103
<INTEREST-EXPENSE>            0
<GROSS-EXPENSE>               458020
<AVERAGE-NET-ASSETS>          39916661
<PER-SHARE-NAV-BEGIN>         1.00
<PER-SHARE-NII>               .03
<PER-SHARE-GAIN-APPREC>       0
<PER-SHARE-DIVIDEND>          .03
<PER-SHARE-DISTRIBUTIONS>     0
<RETURNS-OF-CAPITAL>          0
<PER-SHARE-NAV-END>           1.00
<EXPENSE-RATIO>               .68
<AVG-DEBT-OUTSTANDING>        0
<AVG-DEBT-PER-SHARE>          0
        

</TABLE>



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


                                                  January 16, 1997


Pennsylvania Daily Municipal Income Fund
600 Fifth Avenue
New York, New York 10020

Gentlemen:

     We have acted as counsel to  Pennsylvania  Daily  Municipal  Income Fund, a
Massachusetts  Business Trust (the "Fund"),  in connection  with the preparation
and filing of Registration  Statement No. 33-48014 on Form N-1A pursuant to Rule
24e-2  of  the  Securities  Act  of  1933   registering  the  issuance  of  (the
"Registration  Statement") 7,840,182.06 shares of beneficial interest, par value
$.01 per share, of the Fund.

     We have  examined  copies of the  Declaration  of Trust 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  7,840,182.06
shares of  beneficial  interest,  par value $.01 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 beneficial interest, 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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