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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 Counterpoint 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
3. Investment Company Act File Number:
811-4139
Securities Act File Number:
2-94093
4. Last day of fiscal period for which this notice is filed:
March 21, 1996
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:
1,355,821 shares
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8. Number and amount of securities registered during the fiscal
year other than pursuant to rule 24f-2:
852,850 shares
9. Number and aggregate sale price of securities sold during the
fiscal year:
339,585 shares
$6,157,785
10. Number and aggregate sale price of securities sold during the
fiscal year in reliance upon registration pursuant to Rule
24f-2:
-0-
$-0-
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):
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): $-0-
(ii) Aggregate price of shares issued
in connection with dividend
reinvestment plans (from Item
11, if applicable): + $-0-
(iii) Aggregate price of shares
redeemed or repurchased during
the fiscal year (if applicable): - $-0-
(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
-2-
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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 1/2900
(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: May 10, 1996
*Please print the name and title of the signing officer below the
signature.
-3-
00250043.AG0
