U.S. SECURITIES & 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: Composite Income Fund, Inc.
601 W Main, Suite 801
Spokane, WA 99201
(509)353-3486
2. Name of each series or class of funds for which this notice is filed:
Composite Income Fund, Inc. Class A
Composite Income Fund, Inc. Class B
3. Investment Company Act File Number: 811-2604
Securities Act File Number: 2-54998
4. Last day of fiscal year for which this notice is filed: 12/31/96
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:
0
8. Number and amount of securities registered during the fiscal year other
than pursuant to rule 24f-2:
367,390 shares $3,460,814
9. Number and aggregate sale price of securities sold during the fiscal
year:
2,100,438 shares $19,249,520
10. Number and aggregate sale price of securities sold during the fiscal
year in reliance upon registration pursuant to rule 24f-2:
1,733,048 shares $15,788,706
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):
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): $15,788,706
--------------
(ii) Aggregate price of shares issued in connection with
dividend reinvestment plans (from item 11, if applicable) +
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(iii)Aggregate price of shares redeemed or repurchased during
the fiscal year (if applicable): - 24,044,542
---------------
(iv) Aggregate price of shares redeemed or repurchased and
previously applied as a reduction to filing fees pursuant to
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): 0
--------------
(vi) Multiplier prescribed by Section 6(b) of the Securities Act
of 1933 or other applicable law or regulation (see
instruction C.6): 1/33rd of 1%
---------------
(vii)Fee due [line (i) or line (v) multiplied by line (vi)]: $0
===============
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
nformal and Other Procedures (17 CFR 202.3a).
[ X ]
Date of mailing or wire transfer of filing fees to the Commission's
lockbox depository:
No fee required
SIGNATURES
This report has been signed below by the following persons on behalf of
the issuer and in the capacities and on the dates indicated.
(Signature and Title)* /S/ Monte D. Calvin
----------------------------------------
Treasurer
----------------------------------------
Date: 2/24/97
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* Please print the name and title of the signing officer below the signature.
<PAGE>
February 18, 1997
Composite Income Fund, Inc.
601 W. Main, Suite 801
Spokane, WA 99201-0613
RE: Rule 24f-2 Notice
Gentlemen:
In connection with the filing by your company of the Rule 24f-2 Notice,
we wish to advise you that it is our opinion that the securities sold during
the fiscal year, as described in the Notice, were legally issued, were fully
paid, and are considered nonassessable under the laws of the State of
Washington.
You are authorized to attach this opinion to the Rule 24f-2 Notice for
Composite Income Fund, Inc. being filed pursuant to the provisions of Rule
24f-2.
Very truly yours,
Paine, Hamblen, Coffin,
Brooke & Miller
/S/Lawrence R. Small
