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ANNUAL NOTICE OF SECURITIES SOLD PURSUANT TO RULE 24F-2
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 24F-2
1. Name and address of issuer: HERITAGE INCOME-GROWTH TRUST
880 Carillon Parkway
St. Petersburg, FL 33716
2. Name of each series or class of funds for which this notice is filed:
HERITAGE INCOME-GROWTH TRUST
3. Investment Company Act File Number: File No. 811-4767
Securities Act File Number: File No. 033-4767
4. Last day of fiscal year for which this notice is filed:
September 30, 1996
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:
349,748 shares at an aggregate sales price of $2,610,235
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9. Number and aggregate sale price of securities sold during the fiscal
year:
958,043 shares at an aggregate sales price of $13,410,818
10. Number and aggregate sale price of securities sold during the fiscal
period in reliance upon registration pursuant to rule 24f-2:
608,295 shares at an aggregate sales price of $10,800,583
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):
122,140 shares at an aggregate sales price of $1,582,935
12. Calculation of filing fee:
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(i) Aggregate sale price of securities sold during the
fiscal year in reliance on rule 24f-2 (from Item 10): $10,800,583
(ii) Aggregate price of shares issued in connection with
dividend reinvestment plans (from Item 11, if applicable): +1,582,935
(iii) Aggregate price of shares redeemed or repurchased
during the fiscal year (if applicable): -6,848,969
(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): $5,534,549
(vi) Multiplier prescribed by Section 6(b) of the Securities Act
of 1933 or other applicable law or regulation (see
Instruction C.6): x 1/3300
(vii) Fee due [line (i) or line (v) multiplied by line
(vi)]: $1,677.14
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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).
/x/
Date of mailing or wire transfer of filing fees to the Commission's
lockbox depository:
November 27, 1996
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/ Stephen G. Hill
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Stephen G. Hill
President
Date: November 27, 1996
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November 27, 1996
Heritage Income-Growth Trust
880 Carillon Parkway
St. Petersburg, Florida 33716
Re: Rule 24f-2 Notice
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Ladies and Gentlemen:
Heritage Income-Growth Trust (the "Trust") is a business
trust organized under the laws of the Commonwealth of
Massachusetts. We understand that the Trust is about to file a Notice
pursuant to Rule 24f-2 under the Investment Company Act of 1940, as
amended (the "1940 Act"), for the purpose of making definite the
number of shares of beneficial interest ("Shares") that it has
registered under the Securities Act of 1933, as amended (the "1933
Act"), and that it sold during its fiscal year ended September 30,
1996.
We have, as counsel, participated in various business and other
matters relating to the Trust. We have examined copies, either
certified or otherwise proved to be genuine, of its Declaration of
Trust and By-Laws, as now in effect, and we generally are familiar
with its business affairs. Based on the foregoing, it is our
opinion that the Shares sold during the fiscal year ended September 30,
1996, the registration of which will be made definite by the filing
of a Rule 24f-2 Notice, were legally issued, fully paid and
non-assessable. We express no opinion as to compliance with the
1933 Act, the 1940 Act or applicable state securities laws in
connection with the sales of Shares.
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Heritage Income-Growth Trust
November 27, 1996
Page 2
The Trust is an entity of the type commonly known as a
"Massachusetts business trust." Under Massachusetts law,
shareholders could, under certain circumstances, be held personally
liable for the obligations of the Trust. The Declaration of Trust
states that creditors of, contractors with and claimants against
the Trust shall look only to the assets of the Trust for payment.
It also requires that notice of such disclaimer be given in each
contract or instrument made or issued by the officers or the Trustees
of the Trust on behalf of the Trust. The Declaration of Trust further
provides: (i) for the Trust to indemnify and hold each shareholder
harmless from Trust assets for all loss and expense of any shareholder
held personally liable for the obligations of the Trust by virtue of
ownership of Shares of the Trust; and (ii) for the Trust to assume the
defense of any claim against the shareholder for any act or
obligation of the Trust. Thus, the risk of a shareholder incurring
financial loss on account of shareholder liability is limited to
circumstances in which the Trust would be unable to meet its
obligations.
We hereby consent to this opinion accompanying the Rule
24f-2 Notice that you are about to file with the Securities and
Exchange Commission. We also consent to the reference to our firm in
the prospectus filed as part of the Trust's registration statement.
Very truly yours,
KIRKPATRICK & LOCKHART LLP
By /s/ Robert J. Zutz
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Robert J. Zutz
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