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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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:
Alliance Real Estate Investment Fund, Inc.
2. The name of each series or class of securities for which
this Form is filed (If the Form is being filed for all
series and classes of securities of the issuer, check
the box but do not list series or classes): /X/
3. Investment Company Act File Number:
811-07707
Securities Act File Number:
333-08153
4(a). Last day of fiscal year for which this Form is filed:
August 31, 1997
4(b). Check box if this Form is being filed late (i.e., more
than 90 calendar days after the end of the issuer's
fiscal year). (See Instruction A.2)
/ /
Note: If the Form is being filed late, interest must be paid on
the registration fee due.
4(c). Check box if this is the last time the issuer will be
filing this Form.
/ /
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5. Calculation of registration fee:
(i) Aggregate sale price of securities sold during the
fiscal year pursuant to section 24(f):
$267,505,632
(ii) Aggregate price of securities redeemed or
repurchased during the fiscal year:
$18,830,605
(iii) Aggregate price of securities redeemed or
repurchased during any prior fiscal year ending no
earlier than October 11, 1995 that were not
previously used to reduce registration fees payable
to the Commission:
$ N/A
(iv) Total available redemption credits [add Items 5(ii)
and 5(iii)]:
-$18,830,605
(v) Net sales - if Item 5(i) is greater than Item 5(iv)
[subtract Item 5(iv) from Item 5(i)]:
$248,675,027
(vi) Redemption credits available for use in future
years - if Item 5(i) is less than Item 5(iv)
[subtract Item 5(iv) from Item 5(i)]:
$ (-0-)
(vii) Multiplier for determining registration fee (See
Instruction C.9):
x 1/3300
(viii) Registration fee due [multiply Item 5(v) by Item
2
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5(vii)] (enter "0" if no fee is due):
= $75,357
6. Prepaid Shares
If the response to item 5(i) was determined by deducting
an amount of securities that were registered under the
Securities Act of 1933 pursuant to rule 24e-2 as in
effect before October 11, 1997, then report the amount
of securities (number of shares or other units) deducted
here:-0-. If there is a number of shares or other units
that were registered pursuant to rule 24e-2 remaining
unsold at the end of the fiscal year for which this form
is filed that are available for use by the issuer in
future fiscal years, then state that number here:-0-.
7. Interest due - if this Form is being filed more than 90
days after the end of the issuer's fiscal year (see
Instruction D):
+ $N/A
8. Total of the amount of the registration fee due plus any
interest due [line 5(viii) plus line 7]:
= $75,357
9. Date the registration fee and any interest payment was
sent to the Commission's lockbox depository:
November 19, 1997
Method of Delivery:
/X/ Wire Transfer
/ / Mail or other means
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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/ Domenick Pugliese
__________________________
Domenick Pugliese
Assistant Secretary
Date: November 10, 1997
* Please print the name and title of the signing officer below
the signature.
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00250231.AQ1
