George O. Martinez
Vice President and
Associate General Counsel
ALLIANCE DISTRIBUTORS FUND, INC.
1345 Avenue of the Americas
New York, N.Y. 10105
February 22, l995
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Rule 24f-2 Notice
Re: Alliance Mortgage Securities Income Fund, Inc.
File No. 2-85921
______________________________________________
Gentlemen:
On behalf of Alliance Mortgage Securities Income Fund, Inc. (the
"Fund"), a Maryland corporation registered as an investment company under the
Investment Company Act of l940 (the "Act"), we submit herewith for filing the
Fund's Rule 24f-2 The Notice reports the sale of 20,994,508 of its shares
during the Fund's fiscal year ended December 3l, l994 in reliance upon the
Fund's registration under the Securities Act of l933 of an indefinite number
of shares pursuant to Rule 24f-2 under the Act.
On the basis of our calculation in the manner specified in Rule 24f-
2(c) under the Act and Section 6(b) of the Securities Act of 1933 and the
rules and regulations thereunder, we have determined that no filing fee is due
with respect to such shares.
Please acknowledge receipt of this filing by stamping the enclosed
copy of this letter and returning it in the self-addressed stamped envelope
provided.
Sincerely,
/s/ George O. Martinez
Enclosures
<PAGE>
Securities and Exchange Commission
Washington, D.C 20549
RULE 24F-2 NOTICE
for
ALLIANCE MORTGAGE SECURITIES INCOME FUND, INC.
1345 Avenue of the Americas
New York, New York l0105
under the
Investment Company Act of l940
File No. 2-85921
(i) Fiscal year for which this Notice is filed:
January 1, 1994 through December 3l, l994
(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:
None
(iii) Number or amount of securities, if any, registered during such fiscal
year other than pursuant to Rule 24f-2:
7,380,966 Shares
(iv) Number or amount of securities sold during such fiscal year:
20,994,508 Shares
(v) Number or amount of securities sold during such fiscal year in
reliance upon Rule 24f-2:
20,994,508 Shares*
<PAGE>
Exhibit: Opinion of Messrs. Seward & Kissel
- - - - -----------------------------
* 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 l933: the actual aggregate sales price of
20,994,508 shares sold during such period in reliance upon Rule 24f-2
was $187,849,521; the actual aggregate dollar amount of shares
redeemed during the period was $835,065,513; none of which was
previously used for reduction pursuant to Rule 24e-2(a) in filings
made pursuant to Rule 24e-1 and $187,849,521 of which is being used
for reduction pursuant to this Rule 24f-2 Notice.
SIGNATURE
Pursuant to the requirements of Rule 24f-2 under the Investment
Company Act of l940, Alliance Mortgage Securities Income Fund, Inc. has duly
caused this Rule 24f-2 Notice to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City and State of New York, on the 24th day
of February, l995.
ALLIANCE MORTGAGE SECURITIES
INCOME FUND, INC.
by /s/ George O. Martinez
------------------
George O. Martinez
Assistant Secretary
<PAGE>
February 24, 1994
Alliance Mortgage Securities
Income Fund, Inc.
1345 Avenue of the Americas
New York, New York 10105
Dear Sirs:
We have acted as counsel for Alliance Mortgage
Securities Income Fund, Inc., a Maryland corporation (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 20,994,508 shares of common stock of the Company,
par value $.01 per share, during the fiscal year of the
Company ended December 31, 1994, 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 20,994,508 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
State of Maryland.
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
