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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 International Fund
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:
811-3130
Securities Act File Number:
2-70428
4. Last day of fiscal year for which this notice is filed:
June 30, 1997
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:
-0- shares
$-0-
8. Number and amount of securities registered during the
fiscal year other than pursuant to rule 24f-2:
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2,944,825 shares
$55,186,020
9. Number and aggregate sale price of securities sold
during the fiscal year:
11,041,838 shares
$187,987,616
10. Number and aggregate sale price of securities sold
during the fiscal year in reliance upon registration
pursuant to Rule 24f- 2:
8,097,013 shares
$132,801,596
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):
931,564 shares
$15,317,202
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): $132,801,596
(ii) Aggregate price of shares
issued in connection with
dividend reinvestment plans
(from Item 11, if applicable):
+ $15,317,202
(iii) Aggregate price of shares
redeemed or repurchased during
the fiscal year (if
applicable): - $148,118,798
(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
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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 1/3300
(vii) Fee due [line (i) or line (v)
multiplied by line (vi)]: $-0-
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
__________________________
Assistant Secretary
Date: August 21, 1997
*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, NY 10004
Telephone: (212) 574-1200
Facsimile: (212) 480-8421
August 26, 1997
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 8,097,013 shares of beneficial
interest of the Company, par value $.01 per share, during the
fiscal year of the Company ended June 30, 1997, 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
8,097,013 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.AQ5
