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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. 29
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 45,541,816 $8.47 $-0- $-0-
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 Class A Common Stock on May 6, 1997.
** 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
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securities redeemed or repurchased during the fiscal year ended
December 31, 1996 was $45,541,816, $-0- of which was previously
used for reduction pursuant to Rule 24f-2 or Rule 24e-2(a) and
$45,541,816 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)(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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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 26th day of April,
1997.
ALLIANCE MORTGAGE SECURITIES
INCOME FUND, INC.
by /s/ John D. Carifa
____________________________
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
_______________________
John D. Carifa April 26, 1997
President
2) Principal Financial and
Accounting Officer
/s/ Mark D. Gersten
_______________________
Mark D. Gersten Treasurer and April 26, 1997
Chief Financial
Officer
3) ALL OF THE DIRECTORS
Ruth S. Block
John D. Carifa
David H. Dievler
James R. Greene
James M. Hester
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Donald J. Robinson
Clifford L. Michel
by /s/Edmund P. Bergan, Jr. April 26, 1997
_________________________
Edmund P. Bergan, Jr.
(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
May 5, 1997
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
45,541,816 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. 29 (the "Amendment")
to the Company's Registration Statement (the "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
45,541,816 additional shares of common stock of the Company being
registered pursuant to the Amendment 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 the Registration Statement, 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 a class of common
stock than are authorized under the Company's Charter) 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.
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We hereby consent to the filing of this opinion with the
Securities and Exchange Commission as an exhibit to the
Amendment.
Very truly yours,
/s/ Seward & Kissel
___________________
Seward & Kissel
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00250125.AM3
