May 24, 1994
SECURITIES AND EXCHANGE COMMISSION
450 Fifth Street, N. W.
Judiciary Plaza
Washington, D. C. 20549
RE: Rule 24f-2 Notice for United Continental Income Fund, Inc.
File No. 2-36008 and 811-2008/CIK#101124
Dear Sir or Madam:
1. This Notice is being filed for the fiscal year ended March 31, 1994;
2. At the beginning of such fiscal year the issuer had no securities registered
under the Securities Act of 1933, other than pursuant to this section;
3. During such fiscal year the issuer registered no securities other than
pursuant to this section;
4. The issuer sold 1,875,493 shares during such fiscal year; and*
5. The 1,875,493 shares sold during such fiscal year were sold in reliance upon
registration pursuant to this section.
This Notice is accompanied by an opinion of counsel as prescribed by paragraph
(b)(1)(v) of Rule 24f-2. We have wired $498.54 in payment of the filing fee
prescribed by paragraph (c) of said Rule.
Very truly yours,
Sharon K. Pappas
Vice President and Secretary
*During such fiscal year the issuer sold 1,875,493 shares in reliance upon
registration pursuant to Rule 24f-2 at an aggregate sale price of $39,716,188
and redeemed 1,805,774 shares at an aggregate redemption price of $38,270,420.
None of such redeemed shares were previously applied by the issuer pursuant to
Section 24e-2(a) in filings made pursuant to Section 24(e)(1) of the Investment
Company Act of 1940. The filing fee, calculated in the manner specified in
Section 6(b) of the Securities Act of 1933, is based on the actual sale price
of $39,716,188 for which shares were sold during the issuer's previous fiscal
year reduced by the actual redemption price of $38,270,420 for which shares
were redeemed by the issuer during such previous fiscal year.
May 24, 1994
United Continental Income Fund, Inc.
6300 Lamar
P. O. Box 29217
Shawnee Mission, Kansas 66201-9217
Dear Sir or Madam:
In connection with the public offering of shares of Capital Stock, par value
$1.00 per share, of United Continental Income Fund, Inc. (the "Fund"), I have
examined such corporate records and documents and have made such further
investigation and examination as I deemed necessary for the purpose of this
opinion.
It is my opinion that the 1,875,493 shares of Capital Stock of the Fund,
registration of which the notice makes definite in number, were legally issued,
fully paid and nonassessable.
I hereby consent to the filing of this opinion with the Rule 24f-2 Notice.
Very truly yours,
Rodney O. McWhinney
Attorney at Law
ROM:gs
