<PAGE>
Securities and Exchange Commission
Washington, D.C 20549
Rule 24f-2 Notice
for
The Alliance Short-Term U.S. Government Fund,
a portfolio series of
The Alliance Portfolios
1345 Avenue of the Americas
New York, New York l0105
under the
Investment Company Act of l940
File No. 33-12988
(i) Fiscal year for which this Notice is filed:
September 1, 1994 through August 31, 1995
(ii) Number or amount of shares of beneficial interest 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 shares of beneficial interest, if
any, registered during such fiscal year other than pursuant to
Rule 24f-2:
72,378
(iv) Number or amount of shares of beneficial interest sold
during such fiscal year:
1,292,505
(v) Number or amount of shares of beneficial interest sold
during such fiscal year in reliance upon Rule 24f-2:
1,220,127*
<PAGE>
Exhibit: Opinion of Messrs. Ropes & Gray
*The filing fee of $0 is calculated in accordance with Rule
24f-2(c) of the Act and Section 6(b) of the Securities Act of
l933 and is based on the following: (i) the actual aggregate
sales price of 1,220,127 shares sold during such period in
reliance upon Rule 24f-2 was $11,761,632 and (ii) the actual
aggregate dollar amount of 1,444,685 shares redeemed during the
period was $13,934,437; none of which was previously used for
reduction pursuant to Rule 24e-2(a) in filings made pursuant to
Rule 24e-1 and, to the extent necessary, all of which are being
used for reduction pursuant to this Rule 24f-2 Notice.
<PAGE>
SIGNATURE
---------
Pursuant to the requirements of Rule 24f-2 under the
Investment Company Act of l940, The Alliance Portfolios 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 October, l995.
THE ALLIANCE PORTFOLIOS
/s/ Andrew L. Gangolf
_______________________
Andrew L. Gangolf
Assistant Clerk
<PAGE>
Ropes & Gray
One International Place
Boston, Massachusetts 02110-2624
October 24, 1995
The Alliance Portfolios
1345 Avenue of the Americas
New York, New York 10105
Ladies and Gentlemen:
You have informed us that you intend to file a Rule
24f-2 notice (the "Notice") with the Securities and Exchange
Commission (the "Commission") pursuant to Rule 24f-2 (the "Rule")
under the Investment Company Act of 1940, as amended, making
definite the registration of 1,220,127 Class A, Class B and
Class C shares of beneficial interest, $0.00001 par value (the
"Shares"), of your Short-Term U.S. Government Fund (the "Fund")
sold in reliance upon the Rule during your fiscal year ended
August 31, 1995.
We have examined your Agreement and Declaration of
Trust, as amended, as on file at the office of the Secretary of
State of The Commonwealth of Massachusetts. We are familiar with
the actions taken by your Trustees to authorize the issue and
sale from time to time of your Shares of beneficial interest. We
have assumed that upon the issuance of the Shares, the Trust will
receive the net asset value thereof, which in all cases will at
least be equal to the par value thereof. We have also examined a
copy of your Bylaws and such other documents as we have deemed
necessary for the purposes of this opinion.
Based on the foregoing, we are of the opinion that the
Shares have been duly authorized and validly issued and are fully
paid and nonassessable.
The Trust is an entity of the type commonly known as a
"Massachusetts business trust." Under Massachusetts law,
shareholders could, under certain circumstances, be held
personally liable for the obligations of the Trust. However, the
Agreement and Declaration of Trust disclaims shareholder
liability for acts or obligations of the Trust and requires that
the notice of such disclaimer be given in each agreement,
obligation or instrument entered into or executed by the Trust or
its Trustees. The Agreement and Declaration of Trust provides
for indemnification out of the property of the Fund for all loss
and expense of any shareholder held personally liable for the
<PAGE>
obligations of the Trust solely by reason of being or having been
a shareholder of that Fund. Thus, the risk of a shareholder
incurring financial loss on account of shareholder liability is
limited to circumstances in which the Fund itself would be unable
to meet its obligations.
We consent to this opinion accompanying the Notice.
Very truly yours,
/s/ Ropes & Gray
Ropes & Gray
00250184.AB7
