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.
One South Street
Baltimore, MD 21202
___________________________________________________________________
2. Name of each series or class of funds for which this notice is
filed:
Flag Investors Class A Shares
Flag Investors Institutional Shares
Alex. Brown Capital Advisory & Trust Shares (not sold in fiscal
year ended March 31, 1997)
___________________________________________________________________
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, 1997
___________________________________________________________________
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
[ ]
___________________________________________________________________
6. Date of termination of issuer's declaration under rule 24f-
2(a)(1), if applicable (see Instruction A.6):
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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:
855,619 shares @ $ 8,439,274.40 (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:
855,619 shares @ $ 8,439,274.40 (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):
$ 8,439,274.40
________________
(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):
- 3,949,236.00
________________
(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):
$ 4,490,038.40
________________
(vi) Multiplier prescribed by Section 6(b) of the Securities
Act of 1933 or other applicable law or regulation (see
Instruction C.6):
x 1/3,300
________________
(vii) Fee due {line (i) or line (v) multiplied by line
(vi)}:
$ 1,360.62
===================
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 14, 1997
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 15, 1997
* 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>
<S> <C> <C> <C> <C> <C> <C> <C>
Proceeds from Front-end Value of Cost of
Shares Sold Sales Shares Reinvested Shares Shares
Class Shares Sold Commissions Reinvested Dividends Redeemed Redeemed
_______ __________ ___________ _________ _________ _______ ____________
Flag Investors A 77,427 $ 750,704 $ 5,618.40 33,825 $ 331,270 157,261 $ 1,538,466
Flag Investors 731,797 7,227,557 0.00 12,570 124,125 243,131 2,410,770
Institutional
ABCAT * -- -- 0.00 -- -- -- --
_______ __________ ___________ _________ _________ _______ ____________
809,224 $7,978,261 $ 5,618.40 46,395 $ 455,395 400,392 $ 3,949,236
</TABLE>
Computation of Fee: $ 7,978,261 + 5,618.40 + 455,395 = $8,439,274.40
$ 8,439,274.40 - 3,949,236.00 = $4,490,038.40
$ 4,490,038.40 divided by 3,300 = $ 1,360.62
__________
* Not sold in fiscal year ended March 31, 1997
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2000 One Logan Square Morgan, Lewis
&Bockius LLP
Philadelphia, PA 19103-6993 COUNSELORS AT LAW
215-963-5000
FAX: 215-963-5299
May 15, 1997
Flag Investors Maryland Intermediate
Tax Free Income Fund, Inc.
One South 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, 1997, 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
Philadelphia Washington New York Los Angeles Miami
Harrisburg Pittsburgh Princeton
London Brussels Frankfurt Tokyo Singapore Jakarta
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