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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:
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 Conservative Investors Fund
Alliance Growth Investors Fund
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:
April 30, 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:
Alliance Conservative Investors Fund: None
Alliance Growth Investors Fund: None
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8. Number and amount of securities registered during the fiscal
year other than pursuant to rule 24f-2:
Alliance Conservative Investors Fund: 72,378 ($818,595)
Alliance Growth Investors Fund: None
9. Number and aggregate sale price of securities sold during
the fiscal year:
Alliance Conservative Investors Fund: 935,345 ($10,508,309)
Alliance Growth Investors Fund: 1,828,148 ($24,850,190)
10. Number and aggregate sale price of securities sold during
the fiscal year in reliance upon registration pursuant to
rule 24f-2:
Alliance Conservative Investors Fund: 862,967 ($9,689,714)
Alliance Growth Investors Fund: 1,828,148 ($24,850,190)
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):
Alliance Conservative Investors Fund: 181,002 ($2,022,388)
Alliance Growth Investors Fund: 345,917 ($4,667,665)
12. Calculation of registration fee:
Alliance Alliance
Conservative Growth
Investors Investors
Fund Fund
____________ _________
(i) Aggregate sale price of
securities sold during the
fiscal year in reliance on
rule 24f-2 (from Item 10): $ 9,689,714 $24,850,190
___________ ___________
(ii) Aggregate price of shares
issued in connection with
dividend reinvestment
plans (from Item 11, if
applicable): + 2,022,388 + 4,667,665
___________ ___________
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(iii) Aggregate price of shares
redeemed or repurchased
during the fiscal year
(if applicable): -11,712,102 -14,816,050
___________ ___________
(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- + -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): -0- 14,701,805
____________ ___________
(vi) Multiplier prescribed by
Section 6(b) of the Securities
Act of 1933 or other appli-
cable law or regulation (see 1 1
____________ ___________
instruction C.6): x 2900 x 2900
____________ ___________
(vii) Fee due [line (i) or
line (v) multiplied by
line (vi)]: -0- $ 5,069.58
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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:
June 27, 1996
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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/ Andrew L. Gangolf
____________________________
Vice President and Assistant
General Counsel
Date: June 28, 1996
*Please print the name and title of the signing officer below the
signature.
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00250184.AI6
