File No. 2-85921
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. 22
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
Amendment No.
ALLIANCE MORTGAGE SECURITIES INCOME FUND, INC.
1345 Avenue of the Americas, New York, N.Y. 10105
(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
__________ ____________ _______________ ________________ ____________
Common
Stock $.01 76,059,056 $8.63 $500,000 $172.40
par value
* 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 Common Stock on February 14, 1995.
<PAGE>
** 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 December 31, 1994 was 98,075,093
shares, 22,073,974 of which was previously used for reduction pursuant to Rule
24f-2 or Rule 24e-2(a) and 76,001,119 shares, of which are being so used 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.
EXHIBIT: Opinion of Messrs. Seward & Kissel
<PAGE>
Alliance Fund Distributors, Inc.
1345 Avenue of the Americas
New York, New York 10105
George O. Martinez
Vice President and
Associate General Counsel
(212) 969-2156
February 24, 1995
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Alliance Mortgage Securities Income Fund, Inc.
(File No. 2-85921)
----------------------------------------------------
Dear Sirs:
We have enclosed the following documents for filing on behalf of
Alliance Mortgage Securities Income Fund, Inc., a Maryland corporation (the
"Fund"):
1. A copy of Post-Effective Amendment No. 22 to the Fund's
Registration Statement (File No. 2-85921) under the Securities
Act of l933, one of which contains the required manual signatures
of officers and directors of the Fund and five of which are
marked to indicate changes.
2. Opinion of counsel to the Fund as to the shares to be registered,
which is filed as an Exhibit to the enclosed Amendment.
3. Representation of counsel pursuant to paragraph (b) of Rule 485.
<PAGE>
4. Certified check in the amount of $172.40 calculated in accordance
with Rule 457 under the Securities Act of l933 and filed pursuant
to Rule 24e-2 under the Investment Company Act of l940.
The only purpose of this Amendment is to register additional shares of
the Fund's common stock in accordance with Rule 24e-2 under the Investment
Company Act of l940.
Please acknowledge receipt of this filing by stamping the enclosed copy
of this letter and returning it in the self-addressed envelope provided.
Sincerely,
/s/ George O. Martinez
<PAGE>
Alliance Fund Distributors, Inc.
1345 Avenue of the Americas
New York, New York 10105
George O. Martinez
Vice President and
Associate General Counsel
(212) 969-2156
February 24, 1995
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Alliance Mortgage Securities Income Fund, Inc.
(File No. 2-85921)
-----------------------------------------------
Dear Sirs:
I have acted as counsel to Alliance Mortgage Securities Income Fund, Inc.
(the "Fund") in connection with the preparation of Post-Effective Amendment
No. 22 to the Fund's Form N-1A 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/ George O. Martinez
<PAGE>
SIGNATURE
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 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 24th day of February, 1995.
ALLIANCE MORTGAGE SECURITIES
INCOME FUND, INC.
by /s/ John D. Carifa
------------------------
President
Pursuant to the requirements of the Securities Act of l933, this
Amendment to the Registration Statement has been signed below by the
following persons in the capacities and on the dates indicated:
SIGNATURE TITLE DATE
1) Principal Executive Officer
/s/ John D. Carifa President February 24, 1995
------------------
2) Principal Financial and
Accounting Officer
/s/ Mark D. Gersten Treasurer and Chief February 24, 1995
--------------- Financial Officer
3) ALL OF THE DIRECTORS
Ruth S. Block
John D. Carifa
David H. Dievler
James R. Greene
James M. Hester
Clifford L. Michel
Eugene F. O'Neil
Robert C. White
by /s/ Edmund P. Bergan, Jr. (Attorney-in-fact) February 24, 1995
---------------------
<PAGE>
February 24, 1995
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 registration of an
additional 76,059,056 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. 22 to the
Company's Registration Statement on Form N-1A under the Act
(File No. 2-85921) 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 76,059,056 additional shares of common stock of the
Company being registered by Post-Effective Amendment No. 22
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).
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
<PAGE>
above-referenced Post-Effective Amendment No. 22 to the
Company's Registration Statement.
Very truly yours,
/s/ Seward & Kissel
