U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 24F-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2
1. Name and address of issuer:
United Continental Income Fund, Inc.
6300 Lamar
P. O. Box 29217
Shawnee Mission, Kansas 66201-9217
2. Name of each series or class of funds for which this notice is filed:
Class A shares
Class Y shares
3. Investment Company Act File Number:
811-2008/CIK#101124
Securities Act File Number:
2-36008
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:
[ ]
6. Date of termination of issuer's declaration under Rule 24f-2(a)(1), if
applicable (see instruction A.6):
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:
1,393,992 shares at $33,211,414
10. Number and aggregate sale price of securities sold during the fiscal year
in reliance upon registration pursuant to Rule 24f-2:
1,393,992 shares at $33,211,414
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):
2,359,953 shares at $53,942,514
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): $33,211,414
(ii) Aggregate price of shares issued in connection with dividend
reinvestment plans (from Item 11, if applicable): +53,942,514
--------------
(iii)Aggregate price of shares redeemed or repurchased during the fiscal
year (if applicable): -54,815,317
--------------
(iv) Aggregate price of shares redeemed or repurchased and previously
applied as a reduction to filing fees pursuant to Rule 24e-2 (if
applicable) + 0
--------------
(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): 32,338,611
--------------
(vi) Multiplier prescribed by Section 6(b) of the Securities Act of 1933
or other applicable law or regulation (see instruction C.6):
x 1/3300
--------------
(vii)Fee due [line (i) or line (v) multiplied by line (vi)]
9,799.58
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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
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 Commissioner's
lockbox depository:
May 23, 1997
SIGNATURES
This report has been signed below by the following persons on behalf of the
issuer and in the capacities and on the date indicated.
By (Signature and Title)* ---------------------------------
Sharon K. Pappas
Vice President and Secretary
Date May 27, 1997
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*Please print the name and title of the signing officer below the signature.
May 27, 1997
United Continental Income Fund, Inc., Class A shares, Class Y shares
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., Class A shares, Class
Y shares (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 1,393,992 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,
Sharon K. Pappas
Attorney at Law
SKP:ska
