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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 Strategic Balanced Fund (Class A, Class B and Class
C 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:
July 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
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8. Number and amount of securities registered during the fiscal
year other than pursuant to rule 24f-2:
573,206 ($11,011,287)
9. Number and aggregate sale price of securities sold during
the fiscal year:
495,958 ($8,195,626)
10. Number and aggregate sale price of securities sold during
the fiscal year in reliance upon registration pursuant to
rule 24f-2:
495,958 ($8,195,626)
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):
147,845 ($2,407,218)
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): $ 8,195,626
____________
(ii) Aggregate price of shares
issued in connection with
dividend reinvestment plans
(from Item 11, if applicable): +2,407,218
__________
(iii) Aggregate price of shares
redeemed or repurchased during
the fiscal year (if
applicable): -14,374,241
___________
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(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): -0-
________
(vi) Multiplier prescribed by
Section 6(b) of the Securities
Act of 1933 or other
applicable law or regulation
(see instruction
C.6): 1
_____
x 2900
________
(vii) Fee due [line (i) or line (v)
multiplied by line (vi)]: -0-
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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). [ ]
Date of mailing or wire transfer of filing fees to the
Commission's lockbox depository:
None
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SIGNATURE
This report has been signed below by the following person on
behalf of the issuer and in the capacities and on the date
indicated.
By (Signature and Title)*: /s/ Andrew L. Gangolf
_____________________
Andrew L. Gangolf
Assistant Clerk
Date: September 27, 1996
*Please print the name and title of the signing officer below the
signature.
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September 24, 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 495,958 Class
A, Class B and Class C shares of beneficial interest,
$0.00001 par value (the "Shares"), of your Strategic
Balanced Fund (the "Fund") sold in reliance upon the Rule
during your fiscal year ended July 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 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
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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,
Ropes & Gray
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