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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
Advisor Class
3. Investment Company Act File Number:
811-126
Securities Act File Number:
2-11023
4. Last day of fiscal year for which this notice is filed:
October 31, 1996
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:
2,572,540
$ 8,107,270
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8. Number and amount of securities registered during the fiscal
year other than pursuant to rule 24f-2:
-0-
9. Number and aggregate sale price of securities sold during
the fiscal year:
67,747,267
$190,960,788
10. Number and aggregate sale price of securities sold during
the fiscal year in reliance upon registration pursuant to
rule 24f-2:
65,174,727
$182,853,518
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):
16,958,511
$45,048,912
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): $182,853,518
(ii) Aggregate price of shares issued in
connection with dividend
reinvestment plans (from Item 11, if
applicable): +45,048,912
(iii) Aggregate price of shares redeemed
or repurchased during the fiscal
year (if applicable): -97,673,764
(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
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(iii), plus line (iv)] (if
applicable): $130,228,666
(vi) Multiplier prescribed by Section
6(b) of the Securities Act of 1933
or other applicable law or
regulation (see instruction C.6): x 1/3300
(vii) Fee due [line (i) or line (v)
multiplied by line (vi)]: $ 39,464
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).
[ X ]
Date of mailing or wire transfer of filing fees to the
Commission's lockbox depository:
December 18, 1996
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 18, 1996
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 20, 1996
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 65,174,727
shares of common stock of the Company, par value $.01 per
share, during the fiscal year of the Company ended
October 31, 1996, 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 65,174,727 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.
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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.AK9
