<PAGE>
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.
1345 Avenue of the Americas
New York, NY 10105
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, 2000
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.
/ /
<PAGE>
5. Calculation of registration fee:
(i) Aggregate sale price of securities
sold during the fiscal year pursuant
to section 24(f): 42,623,205
(ii) Aggregate price of securities
redeemed or repurchased during the
fiscal year: $125,919,253
(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: $133,803,420
(iv) Total available redemption credits
[add Items 5(ii) and 5(iii)]: $259,722,673
(v) Net sales - if Item 5(i) is greater
than Item 5(iv) [subtract Item 5(iv)
from Item 5(i)]: $ -0-
(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)]: $217,099,468
(vii) Multiplier for determining
registration fee (See Instruction
C.9): x$.000264
(viii) Registration fee due [multiply Item
5(v) by Item 5(vii)] (enter "0" if
no fee is due): = $ -0-
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
2
<PAGE>
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): +$N/A
8. Total of the amount of the registration fee
due plus any interest due [line 5(viii)
plus line 7]: =$-0-
9. Date the registration fee and any interest
payment was sent to the Commission's
lockbox depository: N/A
Method of Delivery:
/ / Wire Transfer
/ / Mail or other means
3
<PAGE>
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 22, 2000
* Please print the name and title of the signing officer below
the signature.
4
00250231.AW0
