Form 24F-2 Opinion] February 25, 1997

                              [Form 24F-2 Opinion]
                                                               February 25, 1997



Trustees of Elfun Income Fund
0000 Xxxxxx Xxxxxx
Xxxxxxxx, Xxxxxxxxxxx 00000

Gentlemen:

     I have  examined the Fund  Agreement,  as amended to date,  of Elfun Income
Fund (the  "Fund"),  a specimen  of the Fund's  Statement  of Account  issued to
Unitholders in respect of the units the  registration of which was made definite
in number by Form 24F-2 for Elfun  Income  Fund,  dated  February  25, 1997 (the
"Form"),  being filed with the Securities and Exchange  Commission  (such units,
the  "Units").  I am of the opinion that the Units were  legally  issued and are
fully paid and non-assessable.

     I consent to the use of this opinion in  connection  with the  Notification
and to the filing of a copy of this opinion with the Form.

                                                   Very truly yours,



                                                   Xxxxxxx X. Xxxxxxx
                                                   Vice President and Associate
                                                   General Counsel