<PAGE>
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:
The Alliance Portfolios
1345 Avenue of the Americas
New York, NY 10105
2. Name of each series or class of funds for which this notice
is filed:
Alliance Growth Fund (Class A, Class B, Class C and Advisor
Class shares)
3. Investment Company Act File Number:
811-05088
Securities Act File Number:
33-12988
4. Last day of fiscal year for which this notice is filed:
October 31, 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):
Not applicable.
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:
None
<PAGE>
8. Number and amount of securities registered during the fiscal
year other than pursuant to rule 24f-2:
None
9. Number and aggregate sale price of securities sold during the
fiscal year:
48,966,896 ($1,348,413,322)
10. Number and aggregate sale price of securities sold during the
fiscal year in reliance upon registration pursuant to rule
24f-2:
48,966,896 ($1,348,413,322)
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):
1,546,861 ($40,062,194)
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): $1,348,413,322
(ii) Aggregate price of shares issued in
connection with dividend
reinvestment plans (from Item ll,if
applicable): +40,062,194
(iii) Aggregate price of shares redeemed
or repurchased during the fiscal
year (if applicable): -456,751,407
(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 reliance on rule 24f-2 [line
(i), plus line (ii), less line
(iii), plus line (iv)] (if
applicable): 931,724,109
2
<PAGE>
(vi) Multiplier prescribed by Section
6(b) of the Securities Act of 1933
or other applicable law or 1
regulation (see instruction C.6): x 3300
(vii) Fee due [line (i) or line (v)
multiplied by line (vi)]: 282,340.64
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).
[X]
Date of mailing or wire transfer of filing fees to the
Commission's lockbox depository:
December 27, 1996
3
<PAGE>
SIGNATURE
This report has been signed below by the following person on
behalf of the issuer and in the capacity and on the date
indicated.
By (Signature and Title)*: /s/Andrew L. Gangolf
Vice President and Assistant Clerk
Date: December 27, 1996
*Please print the name and title of the signing officer below the
signature.
4
00250184.AQ8
<PAGE>
WRITER'S DIRECT DIAL NUMBER: (617) 951-7000
December 27, 1996
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 48,966,896 Class A, Class B, Class C
and Advisor Class shares of beneficial interest, $0.00001 par
value (the "Shares"), of your Alliance Growth Fund (the "Fund")
sold in reliance upon the Rule during your fiscal year ended
October 31, 1996. We understand that the Shares do not include
shares issued pursuant to reinvestment of dividends but that the
fee takes into account those shares as well as shares redeemed
during said fiscal year.
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
<PAGE>
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
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.AQ8
