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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 Growth and Income 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:
811-00126
Securities Act File Number:
2-11023
4(a). Last day of fiscal year for which this Form is filed:
October 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.
5. Calculation of registration fee:
(i) Aggregate sale price of securities
sold during the fiscal year
pursuant to section 24(f): $508,039,879
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(ii) Aggregate price of securities
redeemed or repurchased during the
fiscal year: $172,100,328
(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)]: $172,100,328
(v) Net sales - if Item 5(i) is greater
than Item 5(iv) [subtract Item
5(iv) from Item 5(i)]: $335,939,551
(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.000295
(viii) Registration fee due [multiply Item
5(v) by Item 5(vii)] (enter "0" if
no fee is due): =$99,103
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.
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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): +$0
8. Total of the amount of the registration fee
due plus any interest due [line 5(viii)
plus line 7]: =$99,103
9. Date the registration fee and any interest payment was sent
to the Commission's lockbox depository: January 29, 1998
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: January 27, 1998
*Please print the name and title of the signing officer below the
signature.
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00250050.AP9
