<PAGE>
Mitchell Hutchins Asset Management Inc.
1285 Avenue of the Americas
New York, NY 10019
212 713-3041
212 713-4715 Fax
MITCHELL HUTCHINS
March 27, 1995
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Attn: 1933 Act Filings
RE: Rule 24f-2 Notice for Mitchell Hutchins/Kidder, Peabody Equity Income Fund,
Inc.
Registration Statement #2-98557, Filing Fee A/C #0000771587
Gentlemen:
On October 3, 1985, the registration statement of Mitchell Hutchins/Kidder,
Peabody Equity Income Fund, Inc. (formerly, Kidder, Peabody Equity Income Fund,
Inc.) was declared effective by the SEC. The registration statement represented
the Fund's election to register an indefinite number of shares, and this notice,
filed pursuant to Rule 24f-2, is for the fiscal year ended January 31, 1995.
The following information is furnished:
(A) Shares registered under Securities Act of 1933 other than pursuant to
Section 24(f): NONE.
<TABLE>
<CAPTION>
SHARES DOLLAR AMOUNT
--------- -------------
<S> <C> <C> <C>
(B) Total number of shares sold during the fiscal year ended
January 31, 1995 129,315 $ 3,018,313
(C) Less shares redeemed during the fiscal year ended January
31, 1995 (1,949,956) (44,211,046)
--------- -----------
NET REDEMPTIONS (B)-(C) (1,820,641) $(41,192,733)
--------- -----------
--------- -----------
</TABLE>
CALCULATION OF FEE
No fee due. The required opinion of counsel is enclosed.
Sincerely,
Ann Moran
Ann Moran
Vice President and
Assistant Treasurer
SULLIVAN & CROMWELL
NEW YORK TELEPHONE: (212) 558-4000
TELEX: 62694 (INTERNATIONAL) 127816 (DOMESTIC)125
Broad Street, New York 10004-2498
CABLE ADDRESS: LADYCOURT, NEW YORK __________
FACSIMILE: (212) 558-3588 (125 Broad Street)250 PARK AVENUE,
NEW YORK 10177-0021
(212) 558-3792 (250 Park Avenue)1701 PENNSYLVANIA AVE, N.W.
WASHINGTON,D.C. 20006-5805
444 SOUTH FLOWER STREET, LOS ANGELES 90071-2901
8, PLACE VEND ME, 75001 PARIS
ST. OLAVE'S HOUSE, 9a IRONMONGER LANE, LONDON EC2V 8EY
101 COLLINS STREET, MELBOURNE 3000
2-1, MARUNOUCHI I-CHOME, CHIYODA-KU, TOKYO 100
GLOUCESTER TOWER, 11 PEDDER STREET, HONG KONG
March 28, 1995
Mitchell Hutchins/Kidder, Peabody Equity
Income Fund, Inc.,
1285 Avenue of the Americas,
New York, New York 10019.
Dear Sirs:
You have requested our opinion in connection with
the notice which you propose to file pursuant to Rule 24f-2
under the Investment Company Act of 1940 with respect to
129,315 shares of your common stock, $.001 par value (the
"Shares").
As your counsel, we are familiar with your organ-
ization and the validity of shares of common stock.
We advise you that, in our opinion, the Shares
were legally and validly issued, fully paid and nonassess-
able.
The foregoing opinion is limited to the Federal
laws of the United States and the General Corporation Laws
of the State of Maryland, and we are expressing no opinion
as to the effect of the laws of any other jurisdiction.
We have relied as to certain matters on
information obtained from public officials, your officers
and other sources believed by us to be responsible.
<PAGE>
We consent to the filing of this opinion with the
Securities and Exchange Commission in connection with the
notice referred to above. In giving such consent, we do not
thereby admit that we come within the category of persons
whose consent is required under Section 7 of the Securities
Act of 1933.
Very truly yours,
SULLIVAN & CROMWELL
