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U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 24F-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2
1. Name and address of issuer:
Alliance Growth and Income Fund, Inc.
1345 Avenue of the Americas
New York, NY 10105
2. Name of each series or class of funds for which this notice
is filed:
Class A
Class B
Class C
3. Investment Company Act File Number:
811-126
Securities Act File Number:
002-11023
4. Last day of fiscal year for which this notice is filed:
October 31, 1995
5. Check the 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:
7,245,765 shares
$18,911,447
8. Number and amount of securities registered during the fiscal
year other than pursuant to rule 24f-2:
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-0- shares
$-0-
9. Number and aggregate sale price of securities sold during the
fiscal year:
32,933,113 shares
$80,526,778
10. Number and aggregate sale price of securities sold during the
fiscal year in reliance upon registration pursuant to rule
24f-2:
28,259,888 shares
$69,722,601
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):
12,287,198 shares
$26,645,609
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): $69,722,601
(ii) Aggregate price of shares issued in connection with
dividend reinvestment plans (from Item 11, if
applicable): + 26,645,609
(iii) Aggregate price of shares redeemed or repurchased
during the fiscal year (if applicable): - 96,368,210
(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 on 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): x 1/2900
(vii) Fee due [line (i) or line (v) multiplied by line
(vi)]: -0-
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Instruction: Issuers should complete line (ii), (iii), 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:
SIGNATURE
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: December 21, 1995
EXHIBIT: Opinion of Seward & Kissel
*Please print the name and title of the signing officer below the
signature.
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Seward & Kissel
One Battery Park Plaza
New York, N.Y. 10004
Telephone: (212) 574-1200
Facsimile: (212) 480-8421
December 28, 1995
Alliance Growth and Income Fund, Inc.
1345 Avenue of the Americas
New York, New York 10105
Dear Sirs:
We have acted as counsel for Alliance Growth and Income
Fund, Inc., a Maryland corporation (the "Company"), in connection
with the Company's Rule 24f-2 Notice to be filed pursuant to Rule
24f-2 under the Investment Company Act of 1940, as amended, to
report the sale of 28,259,888 shares of common stock of the
Company, par value $.01 per share, during the fiscal year of the
Company ended October 31, 1995, in reliance upon that Rule and
pursuant to the registration of an indefinite number of such
shares under the Securities Act of 1933, as amended.
As counsel for the Company, we have examined and relied
upon such records of the Company and other documents and
certificates as to factual matters as we have deemed to be
necessary to render the opinion set forth below.
Based on that examination we are of the opinion that the
28,259,888 shares so sold in reliance upon Rule 24f-2 were duly
authorized and legally issued and, upon their issuance, were
fully paid and nonassessable shares of common stock of the
Company under the laws of the State of Maryland.
Our opinion above stated is expressed as members of the
bar of the State of New York.
We hereby consent to the filing of this opinion with the
Securities and Exchange Commission as an exhibit to the above-
referenced Rule 24f-2 Notice.
Very truly yours,
/s/ Seward & Kissel
00250050.AG6
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