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Securities and Exchange Commission
Washington, D.C. 20549
Rule 24f-2 Notice
for
Alliance International Fund
1345 Avenue of the Americas
New York, New York l0105
under the
Investment Company Act of l940
File No. 2-70428
(i) Fiscal year for which this Notice is filed:
July 1, 1994 through June 30, 1995
(ii) Number or amount of securities of the same class or
series, if any, which had been registered under the
Securities Act of l933 other than pursuant to Rule 24f-2
under the Investment Company Act of l940 (the "Act") but
which remained unsold at the beginning of such fiscal
year:
2,038,626
(iii) Number or amount of securities, if any, registered
during such fiscal year other than pursuant to Rule
24f-2:
2,732,654
(iv) Number or amount of securities sold during such fiscal
year:
7,594,859
(v) Number or amount of securities sold during such fiscal
year in reliance upon Rule 24f-2:
2,823,579 Total*
Exhibit: Opinion of Messrs. Seward & Kissel
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* No filing fee is due based on the following calculation made
in accordance with Rule 24f-2(c) of the Act and Section 6(b)
of the Securities Act of 1933 and is based on the
following: the actual aggregate sales price of the 2,823,579
shares sold during such fiscal year in reliance upon Rule
24f-2 was $48,791,445; the actual aggregate dollar amount of
shares redeemed during such fiscal year was $140,098,694,
$91,307,249 of which are being used for reduction pursuant to
Rule 24e-2(a) in filings made pursuant to Rule 24e-1 and
$48,791,445 of which is being so used for reduction pursuant
to this Rule 24f-2 Notice.
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SIGNATURE
_________
Pursuant to the requirements of Rule 24f-2 under the
Investment Company Act of l940, Alliance International Fund has
duly caused this Rule 24f-2 Notice to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of New
York and State of New York, on the 18th day of August 1995.
ALLIANCE INTERNATIONAL FUND
By /s/ Domenick Pugliese
_____________________
Domenick Pugliese
Assistant Secretary
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Seward & Kissel
One Battery Park Plaza
New York, NY 10004
Telephone: (212) 574-1200
Facsimile: (212) 480-8421
August 24, 1995
Alliance International Fund
1345 Avenue of the Americas
New York, New York 10105
Dear Sirs:
We have acted as counsel for Alliance International
Fund, a Massachusetts business trust (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 2,823,579 shares of beneficial
interest of the Company, par value $.01 per share, during the
fiscal year of the Company ended June 30, 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
2,823,579 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 beneficial interest of the
Company under the laws of the Commonwealth of Massachusetts.
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
00250086.AJ6
