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: The BlackRock Government
Income Trust, 100 Mulberry Street, Gateway Center
Three Newark, New Jersey 07102.
2. Name of each series or class of funds for which this
notice is filed: Two classes of shares designated
Class A and Class C.
3. Investment Company Act File Number: 811-6334.
Securities Act File Number: 33-41224.
4. Last day of fiscal year for which this notice is filed:
June 30, 1997.
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:
[ ]
6. Date of termination of issuer's declaration under rule
24f- 2(a)(1), if applicable (see instruction A.6):
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: 7,693,876 \
$ 28,773,978
8. Number and amount of securities registered during the
fiscal year other than pursuant to rule 24f-2:
1,260,386 \ $ 11,708,985
9. Number and aggregate sale price of securities sold
during the fiscal year: 127,252 \ $
1,191,559
10. Number and aggregate sale price of securities sold
during the fiscal year in reliance upon
registration pursuant to rule 24f-2:
127,252 \ $ 1,191,559
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): 110,664 \ $ 1,031,449
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):
$1,191,559
(ii) Aggregate price of shares issued in
connection with dividend reinvestment
plans (from item 11, if applicable):
$1,031,449
(iii) Aggregate price of shares redeemed or
repurchased during the fiscal year
(if applicable):
<$10,525,565>
(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 of 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): 1/3300
(vii) Fee due [line (i) or line (v)
multiplied by line (vi)]: 0
Instructions: 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.
/s/ S. Jane Rose
By (S. Jane Rose, Secretary)
Date: August 25, 1997
E:\matthews\funds\bgit\24f2.897
Boston
August 22, 1997
Prudential Investments Fund
Management LLC
Gateway Center Three
100 Mulberry Street, 9th floor
Newark, New Jersey 07102-4077
Re: The BlackRock Government
Income Trust
Rule 24f-2 Notice for
Fiscal Year
Ended June 30, 1997
Ladies and Gentlemen:
You have requested our opinion as to
certain matters of Massachusetts law relating
to the
organization and shares of The BlackRock
Government Income Trust (originally named
"BFM Gov-
ernment Securities Trust"), a Massachusetts
trust with transferable shares (the "Trust"),
established
pursuant to a Declaration of Trust dated June
13, 1991, and filed on that date (the
"Original Declara-
tion"), as amended by amendments filed July
17, 1991 and August 24, 1992, and
supplemented by
an Amended and Restated Certificate of
Designation filed November 1, 1994 (the
Original Declara-
tion, as so amended and supplemented, the
"Declaration"), in connection with the
Trust's filing with
the Securities and Exchange Commission (the
"SEC") of its Notice for the fiscal year
ended June 30,
1997 (the "Notice") pursuant to the SEC's
Rule 24f-2 under the Investment Company Act
of 1940,
as amended.
We have acted as Massachusetts counsel to
the Trust in connection with the execution
and
delivery of the Original Declaration and the
amendments and supplements thereto, and we
have re-
viewed the actions taken by the Trustees of
the Trust to organize the Trust and to
authorize the issu-
ance and sale of the shares of beneficial
interest, one cent ($.01) per share par
value, authorized by
the Declaration (the "Shares"). In this
connection we have examined the Original
Declaration and
the amendments and supplements thereto, the
By-laws of the Trust, the Notice, the
Prospectus and
Statement of Additional Information included
in the Trust's Registration Statement on Form
N-1A,
certificates of officers of the Trust and of
public officials as to matters of fact, and
such other docu-
ments and instruments, certified or otherwise
identified to our satisfaction, and such
questions of law
and fact, as we have considered necessary or
appropriate for purposes of rendering the
opinions ex-
pressed herein. We have assumed the
genuineness of the signatures on, and the
authenticity of, all
documents furnished to us as originals, and
the conformity to the originals of documents
submitted
to us as copies, which facts we have not
independently verified.
Based upon and subject to the foregoing,
we hereby advise you that, in our opinion,
under
the laws of Massachusetts:
1. The Trust is validly existing as a
trust with transferable shares of the type
commonly
called a Massachusetts business
trust.
2. The Trust is authorized to issue an
unlimited number of Shares; the Shares issued
by the
Trust during the fiscal year ended
June 30, 1997 (the "Issued Shares") have been
duly and
validly authorized by all requisite
action of the Trustees of the Trust, and no
action of the
shareholders of the Trust is
required in such connection.
3. The Issued Shares have been validly
and legally issued, and all of the Issued
Shares which
remain outstanding at the date
hereof are fully paid and non-assessable by
the Trust.
With respect to the opinion stated in
paragraph 3 above, we wish to point out that
the share-
holders of a Massachusetts business trust may
under some circumstances be subject to
assessment
at the instance of creditors to pay the
obligations of such trust in the event that
its assets are insuffi-
cient for the purpose.
This letter expresses our opinions as to
the provisions of the Declaration and the
laws of Mas-
sachusetts applying to business trusts
generally, but does not extend to the
Massachusetts Securities
Act, or to federal securities or other laws.
We hereby consent to the filing of this
letter with the SEC in connection with the
Notice. In
giving such consent, we do not thereby
concede that we come within the category of
persons whose
consent is required under Section 7 of the
Securities Act of 1933, as amended.
Very truly
yours,
SULLIVAN &
WORCESTER LLP
F:\USERS\SUE\24F2OP11.97 8/25/97 10:18 a
THE BLACKROCK GOVERNMENT INCOME TRUST
Gateway Center Three, 9th Floor
100 Mulberry Street
Newark, New Jersey 07102-4077
August 25, 1997
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Re: The BlackRock Government
Income Trust
File Nos. 33-41224 and 811-
6334
Ladies and Gentlemen:
On behalf of The BlackRock Government
Income Trust enclosed for filing, under the
Investment Company Act of 1940, are:
(1) the Form 24F-2 for the Fund; and
(2) an opinion of counsel to the Fund.
These documents are being filed
electronically via the EDGAR System.
If you have any questions relating to
the foregoing, please call the undersigned at
(201) 367-1495.
Sincerely
yours,
/s/
Deborah A. Garfield
Deborah
A. Garfield
Assistant
Secretary
Enclosures
E:matthews\funds\bgit\24f2sec.lt2
