PENNSYLVANIA DAILY MUNICIPAL INCOME FUND INC
24F-2NT, 1997-01-23
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                     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:

        Pennsylvania Daily Municipal Income Fund
        600 Fifth Avenue
        New York, New York 10020-2302

2.      Name of each series or class of funds for which this notice is filed:

        Not applicable


3.      Investment Company Act File Number: 811-6681

        Securities Act File Number:          33-48014

4.      Last day of fiscal year for which this notice is filed:

        November 30, 1996

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:

                                                                            [  ]

6.      Date of termination of issuer's declaration under ruler 24f-2(a)(1), if
        applicable (see instruction A.6):

        Not applicable

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:

        $2,869,952.70
         2,869,952.70 shares 

9.      Number  and  aggregate  sale  price of securities sold during the fiscal
        year:

        $150,382,995.33
         150,382,995.33 shares


<PAGE>

10.     Number  and  aggregate  sale  price of securities sold during the fiscal
        year in reliance upon registration pursuant to rule 24f-2:

        $147,513,042.63
         147,513,042.63 shares

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):

        $932,467.48
         932,467.48 shares

12.     Calculation of registration fee:
<TABLE>
<S>                                                                               <C>

        (i)    Aggregate sale price of securities sold during the fiscal
               year in reliance on rule 24f-2 (from Item 10):                   $ 147,513,042.63
                                                                                ----------------

        (ii)   Aggregate price of shares issued in connection with dividend
               reinvestment plans (from Item 11, if applicable):                +    932,467.48
                                                                                -----------------

        (iii)  Aggregate price of shares redeemed or repurchased
               during the fiscal year (if applicable):                          -  155,955,692.17
                                                                                -----------------

        (iv)   Aggregate price of shares redeemed or repurchased and
               previously applied as a reduction to filing fees pursuant
               to rule 24e-2 (if applicable):                                   +    7,510,182.06
                                                                                -----------------

        (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           1/33%
                                                                                -----------------

        (vii)  Fee due [line (i) or line (v) multiplied by line (vi)]:          $                0
                                                                                ------------------
</TABLE>

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.

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).

                                                                            [  ]

        Date of  mailing or wire  transfer  of filing  fees to the  Commission's
        lockbox depository:

          No Fee Due

                                   SIGNATURES

        This report has been signed below by the following  persons on behalf of
        the issuer and in the capacities and on the dates indicated.


        By (Signature and Title)*       /s/ Bernadette N. Finn
                                            Bernadette N. Finn, Secretary

        Date  January 23, 1997

   * Please print the name and title of the signing officer below the signature.

                      EXHIBIT: OPINION OF BATTLE FOWLER LLP






                               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 (the
"Fund")  in  connection  with the  preparation  of the Rule  24f-2  Notice  (the
"Notice") covering 147,513,042.63 shares of Beneficial Interest, par value $.001
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  and
documents, including the consent of the Board of Trustees and the minutes of the
meeting of the Board of Trustees 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 fact
material to such opinion, and 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  147,513,042.63
shares  of  Beneficial  Interest,  par value  $.01 per  share of the  Fund,  the
registration of which the Notice makes  definitive,  were legally issued,  fully
paid and non-assessable.

     We hereby  consent to the filing of this  opinion as an exhibit to the Rule
24f-2 Notice.

                                                              Very truly yours,

                                                              BATTLE FOWLER LLP


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