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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 TRUST
880 Carillon Parkway
St. Petersburg, FL 33716
2. Name of each series or class of funds for which this notice is filed:
HERITAGE CASH TRUST: Intermediate Government Fund Class A
Intermediate Government Fund Class C
High Yield Bond Fund Class A
High Yield Bond Fund Class C
3. Investment Company Act File Number: File No. 811-5853
Securities Act File Number: File No. 33-30361
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:
308,618 shares at an aggregate sales price of $1,673,184
8. Number and amount of securities registered during the fiscal year
other than pursuant to rule 24f-2:
3,737,529 shares at an aggregate sales price of $34,908,214
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9. Number and aggregate sale price of securities sold during the fiscal
year:
1,701,120 shares at an aggregate sales price of $16,811,934
10. Number and aggregate sale price of securities sold during the fiscal
period in reliance upon registration pursuant to rule 24f-2:
1,365,478 shares at an aggregate sales price of $14,886,343
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):
310,511 shares at an aggregate sales price of $3,003,795
12. Calculation of filing fee:
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<CAPTION>
<S> <C>
(i) Aggregate sale price of securities sold during the
fiscal year in reliance on rule 24f-2 (from Item 10): $14,886,343
(ii) Aggregate price of shares issued in connection with
dividend reinvestment plans (from Item 11, if applicable): +3,003,795
(iii) Aggregate price of shares redeemed or repurchased
during the fiscal year (if applicable): -17,890,138
(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 1/3300
(vii) Fee due [line (i) or line (v) multiplied by line
(vi)]: -0-
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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).
N/A / /
Date of mailing or wire transfer of filing fees to the Commission's
lockbox depository:
N/A
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 Trust
880 Carillon Parkway
St. Petersburg, Florida 33716
Re: Rule 24f-2 Notice
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Ladies and Gentlemen:
Heritage Income 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.
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
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Heritage Income Trust
November 27, 1996
Page 2
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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