<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
"Rule 24f-2 Notice"
Fidelity Income Fund
(Name of Registrant)
File No. 2-92661
</PAGE>
<PAGE>
FILE NO. 2-92661
Fidelity Income Fund
: Fidelity Ginnie Mae Portfolio
RULE 24F-2 - FILED PURSUANT TO RULE
24f-2(b)(1) OF THE INVESTMENT COMPANY ACT OF 1940
(i) Fiscal Year for Which Notice Filed
Fiscal year ended July 31, 1995
(ii) Number of Securities Which Remained Unsold at Beginning of Fiscal Year
Registered Other Than Pursuant to Rule 24f-2
18,913,883 shares
(iii) Number of Securities Registered During Fiscal Year Other Than Pursuant
to Rule 24f-2
17,865,449 shares
(iv) Number of Securities Sold During Fiscal Year
12,436,702 shares
For information relating to the calculation of the filing fee,
see Note (1) below.
(v) Number of Securities Sold During Fiscal Year Pursuant to Rule 24f-2
12,436,702 shares
<TABLE>
<CAPTION>
Number of Shares
Aggregate Price
<S>
<C>
<C>
Sales Pursuant to Rule 24f-2:
12,436,702
$
128,526,825
Redemptions See Note (2) :
(12,436,702)
$
(128,526,825)
Note (2) : The total number of shares redeemed for the total dollar amount of
redemptions for the fiscal period ended July 31, 1995
, aggregated
18,849,263
and $192,992,226
, respectively. An additional filing
pursuant to Rule 24e-2 can be made to register a number of shares
that will include the share redemptions not utilized under Rule 24f-2.
Net Sales Pursuant to Rule 24f-2:
0
$
0
</TABLE>
Note (1) : Pursuant to Rule 24f-2(c), the filing fee, calculated in the
manner specified in Section 6(b) of the Securities Act
of 1933, amounted to: $0
Fidelity Income Fund
:
Fidelity Ginnie Mae Portfolio
By John H. Costello
Assistant Treasurer
</PAGE>
<PAGE>
FILE NO. 2-92661
Fidelity Income Fund
: Fidelity Mortgage Securities Portfolio
RULE 24F-2 - FILED PURSUANT TO RULE
24f-2(b)(1) OF THE INVESTMENT COMPANY ACT OF 1940
(i) Fiscal Year for Which Notice Filed
Fiscal year ended July 31, 1995
(ii) Number of Securities Which Remained Unsold at Beginning of Fiscal Year
Registered Other Than Pursuant to Rule 24f-2
43,636,416 shares
(iii) Number of Securities Registered During Fiscal Year Other Than Pursuant
to Rule 24f-2
5,708,436 shares
(iv) Number of Securities Sold During Fiscal Year
15,766,198 shares
For information relating to the calculation of the filing fee,
see Note (1) below.
(v) Number of Securities Sold During Fiscal Year Pursuant to Rule 24f-2
14,322,055 shares
<TABLE>
<CAPTION>
Number of Shares
Aggregate Price
<S>
<C>
<C>
Sales Pursuant to Rule 24f-2:
14,322,055
$
150,982,650
Redemptions:
(14,322,055)
$
(150,982,650)
Net Sales Pursuant to Rule 24f-2:
0
$
0
</TABLE>
Note (1) : Pursuant to Rule 24f-2(c), the filing fee, calculated in the
manner specified in Section 6(b) of the Securities Act
of 1933, amounted to: $0
Fidelity Income Fund
:
Fidelity Mortgage Securities Portfolio
By John H. Costello
Assistant Treasurer
</PAGE>
<PAGE>
FILE NO. 2-92661
Fidelity Income Fund
: Spartan Limited Maturity Government Fund
RULE 24F-2 - FILED PURSUANT TO RULE
24f-2(b)(1) OF THE INVESTMENT COMPANY ACT OF 1940
(i) Fiscal Year for Which Notice Filed
Fiscal year ended July 31, 1995
(ii) Number of Securities Which Remained Unsold at Beginning of Fiscal Year
Registered Other Than Pursuant to Rule 24f-2
34,760,596 shares
(iii) Number of Securities Registered During Fiscal Year Other Than Pursuant
to Rule 24f-2
51,323,034 shares
(iv) Number of Securities Sold During Fiscal Year
11,937,664 shares
For information relating to the calculation of the filing fee,
see Note (1) below.
(v) Number of Securities Sold During Fiscal Year Pursuant to Rule 24f-2
11,937,664 shares
<TABLE>
<CAPTION>
Number of Shares
Aggregate Price
<S>
<C>
<C>
Sales Pursuant to Rule 24f-2:
11,937,664
$
113,876,634
Redemptions See Note (2) :
(11,937,664)
$
(113,876,634)
Note (2) : The total number of shares redeemed for the total dollar amount of
redemptions for the fiscal period ended July 31, 1995
, aggregated
38,896,556
and $370,039,092
, respectively. An additional filing
pursuant to Rule 24e-2 can be made to register a number of shares
that will include the share redemptions not utilized under Rule 24f-2.
Net Sales Pursuant to Rule 24f-2:
0
$
0
</TABLE>
Note (1) : Pursuant to Rule 24f-2(c), the filing fee, calculated in the
manner specified in Section 6(b) of the Securities Act
of 1933, amounted to: $0
Fidelity Income Fund
:
Spartan Limited Maturity Government Fund
By John H. Costello
Assistant Treasurer
</PAGE>
FMR Corp.
82 Devonshire Street
Boston MA 02109-3614
617 563 7000
September 20, 1995
Mr. John Costello, Assistant Treasurer
Fidelity Income Fund (the trust):
Fidelity Ginnie Mae Portfolio
Fidelity Mortgage Securities Portfolio
Spartan Limited Maturity Government Fund (the funds)
82 Devonshire Street
Boston, Massachusetts 02109
Dear Mr. Costello:
Fidelity Income Fund is a Massachusetts business trust created
under a written Declaration of Trust executed and delivered in
Boston, Massachusetts on August 7, 1984. A supplement to the
Declaration of Trust was executed on December 20, 1984 and filed
with the Secretary of the Commonwealth of Massachusetts on the
same date. On October 25, 1985 the trust's name was changed
from Fidelity Mortgage Securities Fund to Fidelity Income Fund.
Additional supplements to the Declaration of Trust were executed
on January 21, 1987 and August 24, 1989 and filed with the
Secretary of the Commonwealth of Massachusetts on February 20,
1987 and September 20, 1989, respectively. An amended and
restated Declaration of Trust, dated September 15, 1994, was filed
on October 26, 1994.
I have conducted such legal and factual inquiry as I have deemed
necessary for the purpose of rendering this opinion.
Capitalized terms used herein, and not otherwise herein defined, are
used as defined in the Declaration of Trust.
Under Article III, Section 1, of the Declaration of Trust, the
beneficial interest in the trust shall be divided into such transferable
Shares of one or more separate and distinct Series as the trustees
shall from time to time create and establish. The number of Shares
is unlimited and each Share shall be without par value and shall be
fully paid and nonassessable. The trustees shall have full power and
authority, in their sole discretion and without obtaining any prior
authorization or vote of the Shareholders of the trust to create and
establish (and to change in any manner) Shares with such
preferences, voting powers, rights and privileges as the trustees
may from time to time determine, to divide or combine the Shares
into a greater or lesser number, to classify or reclassify any issued
Shares into one or more Series of Shares, to abolish any one or
more Series of Shares, and to take such other action with respect to
the Shares as the trustees may deem desirable.
Under Article III, Section 4, the trustees shall accept investments in
the trust from such persons and on such terms as they may from
time to time authorize. Such investments may be in the form of cash
or securities in which the appropriate Series is authorized to invest,
valued as provided in Article X, Section 3. After the date of the
initial contribution of capital, the number of Shares to represent the
initial contribution may in the trustees' discretion be considered as
outstanding and the amount received by the Trustees on account of
the contribution shall be treated as an asset of the Trust.
Subsequent investments in the trust shall be credited to each
Shareholder's account in the form of full Shares of the trust at the
Net Asset Value per Share next determined after the investment is
received; provided, however, that the Trustees may, in their sole
discretion, (a) impose a sales charge upon investments in the trust
and (b) issue fractional Shares.
By a vote adopted on August 7, 1984, and amended on October 25,
1985, the Board of Trustees authorized the issue and sale, from
time to time, of an unlimited number of shares of beneficial interest
of the trust in accordance with the terms included in the current
Registration Statement and subject to the limitations of the
Declaration of Trust and any amendments thereto.
I understand from you that, pursuant to Rule 24f-2 under the
Investment Company Act of 1940, the trust has registered an
indefinite amount of shares of beneficial interest under the
Securities Act of 1933. I further understand that, pursuant to the
provisions of Rule 24f-2, the trust intends to file with the
Securities and Exchange Commission a Notice making definite the
registration of 38,696,421 shares of the trust (the "Shares") sold in
reliance upon Rule 24f-2 during the fiscal year ended July 31,
1995.
I am of the opinion that all necessary trust action precedent to the
issue of Shares has been duly taken, and that all the Shares were
legally and validly issued, and are fully paid and non assessable,
except as described in the funds' Statements of Additional
Information under the heading "Shareholder and Trustee Liability."
In rendering this opinion, I rely on the representation by the trust
that it or its agent received consideration for the Shares in
accordance with the Declaration of Trust and I express no opinion
as to compliance with the Securities Act of 1933, the Investment
Company Act of 1940 or applicable state "Blue Sky" or securities
laws in connection with sales of the Shares.
I hereby consent to the filing of this opinion with the Securities and
Exchange Commission in connection with a Rule 24f-2 Notice
which you are about to file under the 1940 Act with said
commission.
Sincerely,
/s/Arthur S. Loring
Arthur S. Loring
Vice President- Legal
