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File No. 2-70428
Securities and Exchange Commission
Washington, D.C. 20549
Form N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Pre-Effective Amendment No.
Post-Effective Amendment No. 23 /X/
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
Amendment No.
ALLIANCE INTERNATIONAL FUND
(Exact Name of Registrant as Specified in Charter)
1345 Avenue of the Americas, New York, N.Y. 10105
(Address of Principal Executive Officer) (Zip Code)
Registrant's Telephone Number, including Area Code:
(800) 221-5672
EDMUND P. BERGAN, JR.
Alliance Capital Management L.P.
1345 Avenue of the Americas, New York, N.Y. 10105
(Name and address of Agent for Service)
Calculation of Registration Fee:
Proposed
Title of Maximum
Securities Proposed Aggregate Amount of
Being Amount Being Offering Price Offering Registration
Registered Registered Per Unit* Offering Price ** Fee
__________ ____________ __________________ _________ ____________
Beneficial
Interest
$.01 par
value 5,225,171 $17.53 $290,000 $100.00
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* Estimated solely for the purpose of determining the amount
of the registration fee based on the offering price per share of
the Registrant's Class A shares of Beneficial Interest on August
14, 1995 for the Fund.
** The calculation of the maximum aggregate offering price is
made pursuant to Rule 24e-2(a) under the Investment Company Act
of 1940 and is based on the following: the total amount of
securities redeemed or repurchased during the fiscal year ended
June 30, 1995 was 8,279,922; 3,071,294 of which were previously
used for reduction pursuant to Rule 24f-2 or Rule 24e-2(a) and
5,208,628 of which are being so used for such reduction in this
Amendment.
It is proposed that this filing will become effective (check
appropriate box)
/X/ immediately upon filing pursuant to paragraph (b)
/ / on (date) pursuant to paragraph (b)
/ / 60 days after filing pursuant to paragraph (a)(1)
/ / on (date) pursuant to paragraph (a)(1)
/ / 75 days after filing pursuant to paragraph (a)(2)
/ / on (date) pursuant to paragraph (a)(2) of rule 485
If appropriate, check the following box:
/ / This post-effective amendment designates a new effective
date for a previously filed post-effective amendment.
EXHIBIT: Opinion of Messrs. Seward & Kissel
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
as amended, and the Investment Company Act of 1940, as amended,
the Registrant certifies that it meets all of the requirements
for effectiveness of this Amendment to its Registration Statement
pursuant to Rule 485(b) under the Securities Act of 1933 and has
duly caused this Amendment to its Registration Statement 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/ John D. Carifa
_____________________________
John D. Carifa
Chairman
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed below by the
following persons in the capacities and on the date indicated:
Signature Title Date
_________ _____ ____
(1) Principal Executive
Officer
/s/ John D. Carifa Chairman August 18, 1995
______________________
John D. Carifa
(2) Principal Financial and
Accounting Officer
/s/ Mark D. Gersten Treasurer August 18, 1995
_______________________
Mark D. Gersten
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(3) A Majority of the Trustees
__________________________
John D. Carifa
David H. Dievler
John H. Dobkin
William H. Henderson
Stig Host
Alan Stoga
John C. West
Robert C. White
by /s/ Edmund P. Bergan, Jr. August 18, 1995
_________________________
(Attorney-in-fact)
Edmund P. Bergan, Jr.
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August 24, 1995
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Alliance International Fund
(File No. 2-70428)
___________________________
Dear Sir or Madam:
I have acted as counsel to Alliance International Fund (the
"Fund") in connection with the preparation of Post-Effective
Amendment No. 23 (the "Amendment") to the Fund's Registration
Statement.
In my view, the above-described Amendment does not contain
disclosures which would render it ineligible to become effective
pursuant to paragraph (b) of Rule 485 under the Securities Act of
1933.
Sincerely,
/s/ Domenick Pugliese
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Seward & Kissel
One Battery Park Plaza
New York, N.Y. 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 registration of an additional 5,225,171
shares of beneficial interest, par value $.01 per share, of
the Company under the Securities Act of 1933, as amended
(the "Act").
As counsel for the Company, we have participated in
the preparation of Post-Effective Amendment No. 23 to the
Company's Registration Statement on Form N-1A under the Act
(File No. 2-70428) relating to such additional shares and
have examined and relied upon corporate 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 5,225,171 additional shares of beneficial interest
of the Company being registered by Post-Effective Amendment
No. 23 to the Company's Registration Statement are duly
authorized and unissued shares, and when such shares have
been duly sold, issued and paid for as contemplated in the
Company's Prospectus forming a part of its Registration
Statement under the Act, such shares will have been validly
and legally issued (assuming that none of such shares is
sold at a time when such sale would cause the Company to
have outstanding more than the number of shares of
beneficial interest authorized to be issued by the Company's
Declaration of Trust) and will be fully paid and non-
assessable shares of beneficial interest of the Company
under the laws of the Commonwealth of Massachusetts
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(assuming that the sale price of each share is not less than
the par value thereof).
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
above-referenced Post-Effective Amendment No. 23 to the
Company's Registration Statement.
Very truly yours,
/s/ Seward & Kissel
00250086.AJ7
