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:
SUNAMERICA INCOME FUNDS
The SunAmerica Center
733 Third Avenue
New York, NY 10017-3204
2. Name of each series or class of funds for which
this notice is filed:
SunAmerica Federal Securities Fund
SunAmerica Diversified Income Fund
SunAmerica High Income Fund
SunAmerica Tax Exempt Insured Fund
SunAmerica U.S. Government Securities Fund
3. Investment Company Act File Number:
811-4708
Securities Act File Number:
33-6502
4. Last day of fiscal year for which this notice is
filed:
3/31/97
5. Check this box if this notice is being filed more
than 120 days after the close of the issuer's fiscal
year but before termination of issuer's 24f-2
declaration:[ ]
6. Date of termination of issuer's declaration under
rule 24f-2(a)(1), if applicable (see Instruction A.6):
7. The number or amount of securities of the same class
or series, if any, which had been registered under the
Securities Act of 1933, other than pursuant to Rule 24f-2
but which remained unsold at the beginning of the
Registrant's fiscal year:
NONE
8. The number or amount of securities registered during
the fiscal period other than pursuant to Rule 24f-2:
Number: 73,069,933
9. The number and aggregate sale price of securities
sold during the fiscal year:
Number: 19,752,049
Sale Price: $136,246,682
10. The number and aggregate sale price of securities
sold during this fiscal year in reliance upon
registration pursuant to Rule 24f-2:
Number: 19,752,049
Sale Price: $136,246,682
11. The number and aggregate sale price of securities
sold during this fiscal year in connection with
dividend reinvestment plans, if applicable (see
Instruction B.7):
Number: 4,454,824
Sale Price: $33,137,652
12. Calculation of registration fee:
(i)Actual aggregate sale price of
securities sold during the fiscal
year in reliance on Rule 24f-2
(from Item 10):
$136,246,682
(ii) Aggregate price of shares issued in
connection with dividend reinvestment
plans (from Item 11, if applicable):
$ 33,137,652
(iii)Aggregate price of shares redeemed or
repurchased during the fiscal year
(if applicable):
$377,718,905
(iv)Aggregate price of shares redeemed or
repurchased and previously applied as a
reduction to filing fees pursuant to Rule
24e-2 (if applicable):
($565,561,281)
(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):
($773,895,852)
(vi)Multiplier prescribed by Section 6(b)
of the Securities Act of 1933 or other
applicable law or regulation (see
Instruction C.6):
x 1/33 of 1%
(vii)Fee due [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.
Check box if fees are being remitted to the Commission's
lockbox depository as described in section 3a of the
Commission's Rule of Informal and Other Procedures (17CFR
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)
Robert M. Zakem, Secretary
Date5/27/97
* Please print the name and title of the signing officer
below the signature.
SUNAMERICA ASSET MANAGEMENT CORP.
THE SUNAMERICA CENTER
733 THIRD AVENUE
NEW YORK, NEW YORK 10017-3204
May 27, 1997
SunAmerica Income Funds
The SunAmerica Center
733 Third Avenue
New York, NY 10017-3204
Ladies and Gentlemen:
You have requested my opinion for use in
conjunction with a Rule 24f-2 Notice for SunAmerica
Income Funds (the "Fund") to be filed in respect of
shares of the Fund ("Shares") sold for the fiscal year
ended March 31, 1997, pursuant to the Fund's
Registration Statement filed with the Securities
and Exchange Commission (the "SEC") under the
Securities Act of 1933 (File No. 33-6502)
("Registration Statement").
In its Registration Statement, the Fund elected to
register an indefinite number of Shares pursuant to the
provisions of SEC Rule 24f-2.
I have reviewed the amended Registration Statement
of the Fund and such other documents and records deemed
relevant. On the basis of the foregoing, it is my opinion
that the Shares sold for the fiscal year ended March 31,
1997, the registration of which the Rule 24f-2 Notice
makes definite in number, were legally issued, fully paid
and non-assessable.
I consent to your filing this opinion as an Exhibit to
the Rule 24f-2 Notice referred to above, the
Registration Statement of the Fund and to any
application or registration statement filed under the
Securities Laws of any of the States of the United
States.
Very truly yours,
/s/Robert M. Zakem
Robert M. Zakem
Senior Vice President and
General Counsel
