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File No. 2-10988
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. 83
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
Amendment No.
ALLIANCE BALANCED SHARES, INC.
(Exact Name of Registrant as Specified in Charter)
1345 Avenue of the Americas, New York, N.Y. 10105
(Address of Principal Executive Offices) (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:
Title of
Securities Proposed Maximum Proposed Amount of
Being Amount Being Offering Price Maximum Aggregate Registration
Registered Registered Per Unit* Offering Price** Fee
__________ ____________ ________________ _________________ _____________
Capital
Stock
$.01 par
value 4,925,105 $15.39 $290,000 $100.00
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* Estimated solely for the purpose of determining the amount of the
registration fee based on the net asset value per share of the
Registrant's Class A Capital Stock of $15.39 on September 12, 1995.
** 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 July 31, 1995 was 5,356,358 of which -0- were
previously used for reduction pursuant to Rule 24f-2 or Rule 24e-2(a) and
5,356,358 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)
on (date) pursuant to paragraph (a) of rule 485.
75 days after filing pursuant to paragraph (a)(ii)
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 and the Investment Company Act of 1940, the
Registrant certifies that it meets all of the requirements
for effectiveness of this Registration Statement pursuant to
Rule 485(b) under the Securities Act of 1933 and has duly
caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the
City of New York and the State of New York on the 25th day
of September, 1995.
ALLIANCE BALANCED SHARES, INC.
/s/ John D. Carifa
By
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 September 25, 1995
John D. Carifa
(2) Principal Financial and
Accounting Officer
/s/ Mark D. Gersten
Treasurer September 25, 1995
Mark D. Gersten
(3) All of the Directors
____________________
Ruth Block
David H. Dievler
John H. Dobkin
William H. Foulk, Jr.
James M. Hester
Clifford L. Michel
Robert C. White
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/s/ Edmund P. Bergan, Jr.
by September 25, 1995
(Attorney-in-fact)
Edmund P. Bergan, Jr.
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SEWARD & KISSEL
One Battery Park Plaza
New York, N.Y. 10004
Telephone: (212) 574-1200
Facsimile: (212) 480-8421
September 26, 1995
Alliance Balanced Shares, Inc.
1345 Avenue of the Americas
New York, New York 10105
Dear Sirs:
We have acted as counsel for Alliance Balanced
Shares, Inc., a Maryland corporation (the "Company"), in
connection with the registration of an additional 4,925,105
shares of common stock, 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. 83 to the
Company's Registration Statement on Form N-1A under the Act
(File No. 2-10988) 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 4,925,105 additional shares of common stock of the
Company being registered by Post-Effective Amendment No. 83
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 common stock
authorized to be issued by the Company's Articles of
Incorporation) and will be fully paid and non-assessable
shares of common stock of the Company under the laws of the
State of Maryland (assuming that the sale price of each
share is not less than the par value thereof).
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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. 83 to the
Company's Registration Statement.
Very truly yours,
/s/ Seward & Kissel
00250027.AC9
