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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:
The Alliance 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:
811-00204
Securities Act File Number:
2-10768
4(a). Last day of fiscal year for which this Form is filed:
November 30, 1997
4(b)./ / Check box if this Form is being filed late (i.e., more
than 90 calendar days after the end of the issuers
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.
5. Calculation of registration fee:
(i) Aggregate sale price of securities
sold during the fiscal year pursuant
to section 24(f): $0
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(ii) Aggregate price of securities redeemed
or repurchased during the fiscal year: $168,993,262
(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: $0
(iv) Total available redemption credits
[add Items 5(ii) and 5(iii)]: $168,993,262
(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)]: $(168,993,262)
(vii) Multiplier for determining
registration fee (See Instruction
C.9): x.000295
(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 before October 11, 1997, then report the amount
of securities (number of shares or other units) deducted
here: 33,057,329. 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: 101,027,744.
7. Interest due - if this Form is being filed more than 90
days after the end of the issuers fiscal year (see
Instruction D): +$0
8. Total of the amount of the registration fee
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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 Commissions lockbox depository:
Method of Delivery:
/ / Wire Transfer
/ / Mail or other means
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: February 23, 1998
*Please print the name and title of the signing officer
below the signature.
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00250430.AP2
