24F-2NT

 1
                    SECURITIES AND EXCHANGE COMMISSION
                          WASHINGTON, D.C.  20549

                             RULE 24f-2 NOTICE

                                    FOR

                  MEDICAL RESEARCH INVESTMENT FUND, INC.
                           (Name of Registrant)

                  SECURITIES ACT OF 1933 FILE NO. 2-95103

           5847 SAN FELIPE, SUITE 4100, HOUSTON, TEXAS    77057
         (Address of Principal Executive Offices)       (Zip Code)

   MEDICAL RESEARCH INVESTMENT FUND, INC., COMMON STOCK, $.001 PAR VALUE
       (Titles of Securities with Respect to which Notice is Filed)


1.   The following information is set forth pursuant to the requirements of Rule
     24f-2:

     (i)    Fiscal year for which Notice is filed:                   08/31/95

     (ii)   Amount of registrant's shares which had been
            registered under the Securities Act of 1933
            other than pursuant to Rule 24f-2 but which
            remained unsold at the beginning of such
            fiscal year:                                                    0

     (iii)  The amount of registrant's shares registered
            during the fiscal year other than pursuant
            to Rule 24f-2:                                                  0

     (iv)   The amount of registrant's shares sold during
            the fiscal year:                                       $3,466,971

     (v)    The amount of registrant's shares sold during
            the fiscal year in reliance upon registration
            pursuant to Rule 24f-2:                                $3,466,971

2.   An opinion of counsel with respect to the validity of shares accompanies
     this Notice.

3.   Filing fee with respect to shares specified in 1(v) above:

          Filing Fee (see Computation of Fee)                         $241.24


     WITNESS the due execution hereof this 27th day of October, 1995.



                                   /s/EDWARD L. JAROSKI                         
                                   --------------------------   
                                   Edward L. Jaroski
                                   Vice President

 2
                   MEDICAL RESEARCH INVESTMENT FUND, INC.
                            COMPUTATION OF FEE


1.   Actual aggregate sales price of Registrant's shares
     sold pursuant to Rule 24f-2 during the fiscal period
     for which the 24f-2 notice is filed:                          $3,466,971

2.   Less actual aggregate redemption or repurchase price
     for securities redeemed or repurchased during the
     fiscal year:                                                   2,767,375
                                                                   ---------- 

     Total amount upon which the fee calculation specified
     in Section 6(b) of the Securities Act of 1933 is based:       $  699,596
                                                                   ==========

     FEE SUBMITTED                                                 $   241.24
                                                                   ----------

EX-5

                             October 24, 1995

Medical Research Investment Fund, Inc.
5847 San Felipe, Suite 4100
Houston, Texas  77057

Dear Sirs:

          As counsel for Medical Research Investment Fund, Inc. (the "Fund")
during the fiscal year ended August 31, 1995, we are familiar with the Fund's
registration under the Investment Company Act of 1940 and with the registration
statement relating to its Common Shares (the "Shares") under the Securities Act
of 1933 (File No. 2-95103) (the "Registration Statement").  We have also
examined such other corporate records, agreements, documents and instruments as
we deemed appropriate.

          Based upon the foregoing, it is our opinion with respect to the Shares
the registration of which is being made definite by the Notice pursuant to Rule
24f-2 under the Investment Company Act of 1940 ("Notice") being filed by the
Fund for its fiscal year ended August 31, 1995, assuming such Shares were sold
at the public offering price and delivered by the Fund against receipt of the
net asset value of the Shares in compliance with the terms of the Registration
Statement and the requirements of applicable law, that such Shares were, when
sold, duly and validly authorized, legally and validly issued, and fully paid
and non-assessable.

          We consent to the filing of this opinion in connection with the Notice
to be filed by the Fund with the Securities and Exchange Commission for the
Fund's fiscal year ended August 31, 1995.


                                Very truly yours,

                                /s/Dechert Price & Rhoads