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 Maryland Intermediate Tax Free Income Fund, Inc.
135 East Baltimore Street
Baltimore, MD 21202
_________________________________________________________________
2. Name of each series or class of funds for which this notice
is filed:
Class A Shares
Institutional Shares
_________________________________________________________________
3. Investment Company Act File Number: 811-7922
Securities Act File Number: 33-66870
_________________________________________________________________
4. Last day of fiscal year for which this notice is filed:
March 31, 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:
N/A
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6. Date of termination of issuer's declaration under rule 24f-
2(a)(1), if applicable (see Instruction A.6):
N/A
_________________________________________________________________
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:
None
_________________________________________________________________
9. Number and aggregate sale price of securities sold during
the fiscal year:
1,091,230 shares @ $10,875,627 (see attached Schedule A)
_________________________________________________________________
10. Number and aggregate sale price of securities sold during
the fiscal year in reliance upon registration pursuant to
rule 24f-2:
1,091,230 shares @ $10,875,627 (see attached Schedule A)
_________________________________________________________________
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):
$ 10,875,627
_____________
(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):
- 5,036,544
_____________
(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):
$ 5,839,083
_____________
(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)]:
$ 2,013.48
=============
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).
[X]
Date of mailing or wire transfer of filing fees to the
Commission's lockbox depository:
May 17, 1996
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 May 23, 1996
* Please print the name and title of the signing officer below
the signature.
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<TABLE>
Schedule A
to Rule 24f-2 Notice of
Flag Investors Maryland Intermediate Tax-Free Income Fund, Inc.
<CAPTION>
Proceeds Front-end Proceeds Cost of
from Sales Shares from Shares Shares
Class Shares Shares Commissions Reinvested Reinvestment Redeemed Redeemed
Sold Sold Dividends
<S> <C> <C> <C> <C> <C> <C> <C>
A 318,331 $3,133,248 $ 11,719 39,023 $ 382,490 488,564 $ 4,810,545
Institutional 731,839 7,327,770 -- 2,037 20,400 22,388 225,999
--------- ------------ -------- ------ --------- ------- -----------
1,050,170 $ 10,461,018 $ 11,719 41,060 $ 402,890 510,952 $ 5,036,544
Computation of Fee: $10,875,627 - 5,036,544 divided by 2,900 = $2,013.48
</TABLE>
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{ LETTERHEAD OF MORGAN, LEWIS & BOCKIUS LLP }
May 23, 1996
Flag Investors Maryland Intermediate
Tax Free Income Fund, Inc.
135 East Baltimore Street
Baltimore, MD 21202
Re: Rule 24f-2 Notice for Flag Investors
Maryland Intermediate Tax Free Income Fund, Inc.
(File Nos. 33-66870 and 811-7922)
Gentlemen:
Flag Investors Maryland Intermediate Tax Free 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 a non-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 the fiscal year ended March 31, 1996, 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 shares of common stock, par value
$.001 per share, which have been offered under Prospectuses
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").
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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