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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, New York 10105
2. The name of each series or class of securities for which this
Form is filed (If the Form is being filed for all series and
classes of securities of the issuer, check the box but do not
list series or classes): / /
Alliance Conservative Investors Fund (Class A, Class B and
Class C)
Alliance Growth Investors Fund (Class A, Class B and Class C)
3. Investment Company Act File Number:
811-05088
Securities Act File Number:
33-12988
4(a). Last day of fiscal year for which this Form is filed:
April 30, 1998
4(b)./ / Check box if this Form is being filed late (i.e., more
than 90 calendar days after the end of the issuers
fiscal year). (See Instruction A.2)
Note: If the Form is being filed late, interest must be paid on
the registration fee due.
4(c)./ / Check box if this is the last time the issuer will be
filing this Form.
5. Calculation of registration fee:
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Alliance Alliance
Conservative Growth
Investors Investors
Fund Fund
(i) Aggregate sale price of
securities sold during
the fiscal year pursuant
to section 24(f): $11,605,332 $25,125,562
(ii) Aggregate price of
securities redeemed or
repurchased during the
fiscal year: $14,195,788 $21,629,289
(iii) Aggregate price of
securities redeemed or
repurchased during any
prior fiscal year ending
no earlier than
October 11, 1995 that
were not previously used
to reduce registration
fees payable to the
Commission: $0 $0
(iv) Total available
redemption credits [add
Items 5(ii) and 5(iii)]: $14,195,788 $21,629,289
(v) Net sales - if Item 5(i)
is greater than Item
5(iv) [subtract Item
5(iv) from Item 5(i)]: $0 $ 3,496,273
(vi) Redemption credits
available for use in
future years - if
Item 5(i) is less than
Item 5(iv) [subtract
Item 5(iv) from
Item 5(i)]: $(2,590,456) $0
(vii) Multiplier for
determining registration
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fee (See Instruction
C.9): x.000295 x.000295
(viii) Registration fee due
[multiply Item 5(v) by
Item 5(vii)] (enter 0 if
no fee is due): =$0 =$1,031
6. Prepaid Shares
If the response to item 5(i) was determined by deducting an
amount of securities that were registered under the
Securities Act of 1933 pursuant to rule 24e-2 as in effect
before October 11, 1997, then report the amount of securities
(number of shares or other units) deducted here:
Alliance Conservative Investors Fund: N/A
Alliance Growth Investor Fund: N/A
If there is a number of shares or other units that were
registered pursuant to rule 24e-2 remaining unsold at the end
of the fiscal year for which this form is filed that are
available for use by the issuer in future fiscal years, then
state that number here:
Alliance Conservative Investors Fund: 0
Alliance Growth Investor Fund: 0
7. Interest due - if this Form is being filed more than 90 days
after the end of the issuers fiscal year (see Instruction D):
Alliance Conservative Investors Fund: $0
Alliance Growth Investors Fund: $0
8. Total of the amount of the registration fee due plus any
interest due [line 5(viii) plus line 7]:
Alliance Conservative Investors Fund: $0
Alliance Growth Investors Fund: $1,031
9. Date the registration fee and any interest payment was sent
to the Commissions lockbox depository: July 24, 1998
Method of Delivery:
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/X/ Wire Transfer
/ / Mail or other means
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\ Edmund P. Bergan, Jr.
Edmund P. Bergan, Jr.
Clerk
Date: July 24, 1998
* Please print the name and title of the signing officer below
the signature.
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