INSTITUTIONAL DAILY INCOME FUND
24F-2NT, 1995-05-26
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                       Securities and Exchange Commission
                             Washington, D.C. 20549

                               Rule 24f-2 Notice

                                      for

                        INSTITUTIONAL DAILY INCOME FUND
                                600 Fifth Avenue
                            New York, New York 10020

                                   under the

                         Investment Company Act of 1940

                          Form N-1A File No. 33-74470

(i)      Fiscal year for which this Notice is filed:

         April 14, 1994 (Inception) to March 31, 1995

(ii)     Number or amount of  securities  of the same class or  series,  if any,
         which had been  registered  under the Securities Act of 1933 other than
         pursuant  to Rule 24f-2  under the  Investment  Company Act of 1940 but
         which remained unsold at the beginning of such fiscal year:

         None

(iii)    Number or amount of securities,  if any,  registered during such fiscal
         year other than pursuant to Rule 24f-2:

         None

(iv)     Number or amount of securities sold during such fiscal year:

         301,915,597.78*

(v)      Number or amount of securities sold during such fiscal year in reliance
         upon Rule 24f-2:

         301,915,597.78

Exhibit:  Opinion of Messrs. Battle Fowler LLP

                                                                 

* The filing fee of $11,801.98  is  calculated in accordance  with Rule 24f-2(c)
and Section 6(b) of the Securities  Act of 1933 and based on the following:  the
actual  aggregate  sales  price of the  301,915,597.780  shares sold during such
fiscal  year in  reliance  upon  Rule  24f-2  was  $301,915,597.78:  the  actual
aggregate   dollar  amount  of  shares  redeemed  during  the  fiscal  year  was
$267,689,850.36,  none of which were  previously  used for  reduction in filings
made  pursuant to Rule 24e-2(a) and all of which are being so used for reduction
pursuant to this Rule 24f-2 Notice.


<PAGE>


                                   SIGNATURE


         Pursuant to the requirements of Rule 24f-2,  Institutional Daily Income
Fund,  has duly caused this Rule 24f-2  Notice to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of New York and State of New
York, on this 23rd day of May, 1995.


                                        INSTITUTIONAL DAILY INCOME FUND




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



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



                                                     May 26, 1995

Institutional Daily Income Fund
600 Fifth Avenue
New York, New York 10020

Gentlemen:

        We have  acted as  counsel  to ,  Institutional  Daily  Income  Fund,  a
Massachusetts business trust (the "Fund"), in connection with the preparation of
the  Rule  24f-2  Notice  (the  "Notice")  covering   301,915,597.78  shares  of
beneficial interest, par value $.01 per share, of the Fund.

        We have examine  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 have 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  301,915,597.78
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 nonassessable.

        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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