Form 24F-2
Annual Notice of Securities Sold Pursuant to Rule 24F-2
UNITED STATES
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.
1. Name and address of issuer: Flag Investors Telephone Income Fund, Inc.,
One South Street, Baltimore, MD 21202
2. The name of each series or class of securities for which this
Form is filed. (If the Form is being filed for all series and
classes of securities of the issuer, check the box but do not
list series or classes): [X]
3. Investment Company Act File Number: 811-3883
Securities Act File Number: 2-87336
4(a). Last day of fiscal year for which this Form is filed:
December 31, 1997
4(b).[ ] Check box if this Form is being filed late (i.e., more
than 90 calendar days after the end of the issuer's
fiscal year). (See Instruction A.2.)
N/A
Note: If the Form is being filed late, interest must be paid on the
registration fee due.
4(c).[ ] Check box if this is the last time the issuer will be
filing this Form.
N/A
5. Calculation of registration fee:
(i) Aggregate sale price of securities sold during the
fiscal year pursuant to section 24(f): $48,393,605.76
______________
(ii) Aggregate price of securities redeemed or
repurchased during the fiscal year: $78,344,677.00
______________
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(iii) Aggregate price of securities redeemed or
repurchased during any prior fiscal year ending
no earlier than October 11, 1995 that were not
previously used to reduce registration fees
payable to the Commission: $ 0.00*
______________
_________
* All shares repurchased or redeemed in the fiscal year
ended December 31, 1996 were prepaid and are included
in Item 6.
(iv) Total available redemption credits
{add Items 5(ii) and 5(iii)}: -$78,344,677.00
______________
(v) Net sales -- if Item 5(i) is greater than Item 5(iv)
{subtract Item 5(iv) from Item 5(i)}: $ --
______________
(vi) Redemption credits available for use $(29,951,071.24)
________________
in future years -- if Item 5(i) is less than Item 5(iv)
{subtract Item 5(iv) from Item 5(i)}:
(vii) Multiplier for determining registration fee
(See Instruction C.9): x .000295
______________
(viii) Registration fee due {multiply Item 5(v) by Item
5(vii)} (enter "0" if no fee is due): =$ 0.00
______________
6. Prepaid Shares
If the response to Item 5(i) was determined by deducting an
amount of securities that were registered under the Securities
Act of 1933 pursuant to rule 24e-2 as in effect before October
11, 1997, then report the amount of securities (number of shares
or other units) deducted here: 2,698,598 shares @ $36,800,480.21.
If there is a number of shares or other units that were
registered pursuant to rule 24e-2 remaining unsold at the end of
the fiscal year for which this form is filed that are available
for use by the issuer in future fiscal years, then state that
number here: 0 .
______
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7. Interest due -- if this Form is being filed more than 90 days
after the end of the issuer's fiscal year (see Instruction D):
+$ 0.00
______________
8. Total of the amount of the registration fee due plus any interest
due {line 5(viii) plus line 7}:
=$ 0.00
______________
9. Date the registration fee and any interest payment was sent to
the Commission's lockbox depository:
Method of Delivery: N/A
[ ] Wire Transfer
[ ] Mail or other means
SIGNATURES
This report has been signed below by the following person on behalf of
the issuer and in the capacities and on the dates indicated.
By (Signature and Title)* /s/ Joseph A. Finelli
Joseph A. Finelli, Treasurer
*Please print the name and title of the signing officer below the
signature.
Date: March 25, 1998
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FLAG INVESTORS TELEPHONE INCOME FUND, INC.
SCHEDULE A
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>
PROCEEDS AGGREGATE
SHARES FROM SALE OF SHARES DRP DRP SHARES REDEMPTION
CLASS* SOLD SHARES VALUE REDEEMED PRICE
Flag A 1,332,424 $23,426,629.97** 2,595,376 $47,729,473.00 4,200,351 $71,340,867.00
Flag B 506,254 8,903,842.00 138,015 2,533,345.00 93,315 1,625,592.00
Flag D 0 0.00 141,577 2,600,796.00 312,350 5,378,218.00
========= ================ ========= ============== ========= ==============
1,838,678 $32,330,471.97** 2,874,968 $52,863,614.00 4,606,016 $78,344,677.00
<FN>
* The Flag Investors Institutional Shares class commenced operations
after December 31, 1997.
** Includes Front-end sales loads of $273,452.97 on Class A Shares.
</FN>
NET REDEMPTION AGGREGATE SALES SALES IN RELIANCE
CARRY FORWARD ON 24F-2
2,698,598 shares @ $36,800,480.21 4,713,646 shares @ $85,194,085.97 2,015,048 shares @ $48,393,605.76
Computation of Fee: ($48,393,605.76 - $78,344,677.00) x .000295 = $0.00
</TABLE>
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