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U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 24F-2
ANNUAL NOTICE OF SECURITIES SOLD
PURSUANT TO RULE 24f-2
READ INSTRUCTIONS AT END OF FORM BEFORE PREPARING FORM.
PLEASE PRINT OR TYPE.
______________________________________________________________________________
1. Name and address of issuer:
Mairs and Power Income Fund, Inc.
W-2062 First National Bank Building
332 Minnesota Street, St. Paul, MN 55101
______________________________________________________________________________
2. Name of each series or class of funds for which this notice is filed:
N/A
______________________________________________________________________________
3. Investment Company Act File Number: 811-01048
Securities Act File Number: 2-18269
______________________________________________________________________________
4. Last day of fiscal year for which this notice is filed:
December 31, 1996
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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:
N/A / /
______________________________________________________________________________
6. Date of termination of issuer's declaration under rule 24f-2(a)(1), if
applicable (see instruction A.6):
N/A
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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:
14,798.414 shares $ 977,230.71
______________________________________________________________________________
8. Number and amount of securities registered during the fiscal year other
than pursuant to rule 24f-2:
12,574.686 shares $ 854,756.16
______________________________________________________________________________
9. Number and aggregate sale price of securities sold during the fiscal
year:
45,786.158 shares $ 3,159,052.39
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______________________________________________________________________________
10. Number and aggregate sale price of securities sold during the fiscal
year in reliance upon registration pursuant to rule 24f-2.
18,413.058 shares $1,327,065.52
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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):
0
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12. Calculation of registration fee:
(i) Aggregate sale price of securities sold during + $ 1,327,065.52
the fiscal year in reliance on rule 24f-2 ___________________
(from Item 10):
(ii) Aggregate price of shares issued in connection + 0
with dividend reinvestment plans (from Item 11, ___________________
if applicable):
(iii) Aggregate price of shares redeemed or repurchased - 1,327,065.52
during the fiscal year (if applicable): ___________________
(iv) Aggregate price of shares redeemed or repurchased + 0
and previously applied as a reduction to filing ___________________
fees pursuant to rule 24e-2 (if applicable):
(v) Net aggregate price of securities sold and issued 0
during the fiscal year in reliance on rule 24f-2 ___________________
line (i), plus line (ii), less line (iii), plus
line (iv) (if applicable):
(vi) Multiplier prescribed by Section 8(b) of the x 1/3300
Securities Act of 1933 or other applicable law or ___________________
regulation (see instruction C.8): $ 0
(vii) Fee due (line (i) or line (v) multiplied by ___________________
line (vi)):
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 Commission's
lockbox depository: February 21, 1997
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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.
By (Signature and Title)* /s/ William B. Frels
_______________________________________________
William B. Frels, President
_______________________________________________
Date February 21, 1997
_____________
*Please print the name and title of the signing officer below the signature.
_______________________________________________________________________________
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BRIGGS AND MORGAN,
PROFESSIONAL ASSOCIATION
2400 IDS Center
80 South Eighth Street
Minneapolis, MN 55402
Telephone (612) 334-8400
February 25, 1997
Mairs and Power Income Fund, Inc.
W-2062 First National Bank Building
332 Minnesota Street
Saint Paul, MN 55101
RE: MAIRS AND POWER INCOME FUND, INC.
FORM 24F-2
Ladies and Gentlemen:
We have acted as counsel to Mairs and Power Income Fund, Inc. (the "Fund")
in connection with certain securities registration matters. With respect to
such matters, we refer to the Annual Notice of Securities Sold Pursuant to Rule
24f-2 (the "Form 24F-2") dated February 21, 1997, relating to the Registration
Statement on Form N-1A (Reg. No. 2-18269) covering shares of the common stock,
$.10 par value per share, of the Fund (the "Shares"). The Registration
Statement was amended on July 19, 1996 to register an indefinite number of
shares of common stock pursuant to Rule 24f-2 under the Investment Company Act
of 1940, as amended.
We have examined and relied upon copies of the Registration Statement and
the Form 24F-2 and have examined and relied upon originals, or copies certified
to our satisfaction, of such corporate records, documents, certificates and
other instruments as in our judgment are necessary or appropriate to enable us
to render the opinion set forth below.
Based on the foregoing, we are of the opinion that the Shares for which the
Form 24F-2 is being filed were duly authorized, legally issued, fully paid and
nonassessable.
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Mairs and Power Income Fund, Inc.
February 25, 1997
Page 2
We hereby consent to the use of this opinion in connection with the filing
of the Form 24F-2. This opinion is furnished to you solely for your benefit and
may not be relied upon by any other person without our prior written consent.
This opinion is rendered as of the date hereof, and we assume no obligation to
advise you of any change, material or otherwise, occurring at any time after the
date hereof in any matter discussed herein.
Very truly yours,
BRIGGS AND MORGAN,
Professional Association
By: /s/ Christopher C. Cleveland
----------------------------
Christopher C. Cleveland
CCC/dm
