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APPENDIX I.
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:
Mitchell Hutchins/Kidder Peabody Government Income Fund
1285 Avenue of the Americas
New York, NY 10019
2. Name of each series or class of funds for which this notice is filed:
Class A
Class B
Class C
3. Investment Company Act File Number: 811-4333
Securities Act File Number: 2-98558
4. Last day of fiscal year for which this notice is filed:
October 20, 1995
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
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:
None
8. Number and amount of securities registered during the fiscal year other than
pursuant to rule 24f-2:
None
9. Number and aggregate sale price of securities sold during the fiscal year:
$682,807 representing 47,651 shares
10. Number and aggregate sale price of securities sold during the fiscal year in
reliance upon registration pursuant to rule 24f-2:
$682,807 representing 47,651 shares
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):
$1,686,623 representing 120,239 shares
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): $ 682,807
------------
(ii) Aggregate price of shares issued
in connection with dividend
reinvestment plans (from Item 11,
if applicable): + 1,686,623
------------
(iii) Aggregate price of shares redeemed
or repurchased during the fiscal
year (if applicable): - 2,369,430
------------
(iv) Aggregate price of shares redeemed
or repurchased and previously
applied as a reduction to filing
fees pursuant to rule 24e-2 (if
applicable): + 0
------------
(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):
x
------------
(vii) Fee due line [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 Informal and Other
Procedures (17 CFR 202.3a).
[ ]
Date of mailing or wire transfer of filing fees to the Commission's lockbox
depository:
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/ Ann Moran
-------------------------------
Vice President
-------------------------------
Date
-----------------
Please print the name and title of the signing officer below the signature.
Mitchell Hutchins Asset Management Inc.
1285 Avenue of the Americas
New York, NY 10019
212 713-2000
212 713-4715 fax
Mitchell Hutchins
Mitchell Hutchins/Kidder, Peabody Government Income Fund
Treasurer's Certificate
-----------------------
The undersigned, Ann Moran, does hereby certify that she is the duly
elected, qualified and acting Assistant Treasurer of Mitchell Hutchins/Kidder,
Peabody Government Income Fund, a Maryland Corporation (the "Fund"), and does
hereby further certify, after review of the records of the Fund, as follows:
1. During the period ended October 20, 1995, the Fund issued 47,651 shares
of its Commons Stock, $0.01 par value, that are registered
pursuant to Rule 24f-2 under the Investment Company Act of 1940.
2. In respect to the issuance of such 47,651 shares, the Fund received cash
consideration of $682,807.
3. With respect to each share issued, the Fund received cash consideration
not less than the net asset value per share on the date issued
not less than $0.01.
4. During the period ended October 20, 1995, at no time did the fund issue
more shares than were authorized by the Fund's charter.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 7th day
of December, 1995.
Ann Moran
---------------------------------
Ann Moran
Assistant Treasurer
SULLIVAN & CROMWELL
NEW YORK TELEPHONE: (212) 558-4000
TELEX: 62694 (INTERNATIONAL) 127816 (DOMESTIC)
CABLE ADDRESS: LADYCOURT, NEW YORK
FACSIMILE: (212) 558-3588 (125 Broad Street)
(212) 558-3792 (250 Park Avenue)
125 Broad Street, New York 10004-2498
__________
250 PARK AVENUE, NEW YORK 10177-0021
1701 PENNSYLVANIA AVE, N.W. WASHINGTON, D.C. 20006-5805
444 SOUTH FLOWER STREET, LOS ANGELES 90071-2901
8, PLACE VENDOME, 75001 PARIS
ST. OLAVE'S HOUSE, 9a IRONMONGER LANE, LONDON EC2V 8EY
101 COLLINS STREET, MELBOURNE 3000
2-1, MARUNOUCHI 1-CHOME, CHIYODA-KU, TOKYO 100
3602 GLOUCESTER TOWER, 11 PEDDER STREET, HONG KONG
December 8, 1995
Mitchell Hutchins/Kidder, Peabody Government
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
47,651 shares of beneficial interest, $0.01 par value Mitchell
Hutchins/Kidder, Peabody Government Income Fund, Inc.
As your counsel, we are familiar with your organ-
ization and the validity of shares of beneficial interest.
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.
Mitchell Hutchins/Kidder, Peabody Government
Income Fund, Inc. -2-
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
