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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): /X/
Alliance Conservative Investors Fund (Class A, Class B,
Class C and Advisor Class shares)
Alliance Growth Investors 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(a). Last day of fiscal year for which this Form is filed:
April 30, 1999
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)
4(c). / / Check box if this is the last time the issuer will
be filing this Form.
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5. Calculation of registration fee:
Alliance Alliance
Conservative Growth
Investors Investors
Fund Fund
(i) Aggregate sale price of
securities sold during the
fiscal year pursuant to
section 24(f): $23,825,614 $38,244,489
(ii) Aggregate price of
securities redeemed or
repurchased during the
fiscal year: $15,108,252 $23,825,582
(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)]: $15,108,252 $23,825,582
(v) Net sales if Item 5(i) is
greater than Item 5(iv)
[subtract Item 5(iv) from
5(i)]: $8,717,362 $14,418,907
(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)]: $0 $0
(vii) Multiplier for determining
registration fee (See
Instruction C.9): x$.000278 x$.000278
(viii) Registration fee due
[multiply Item 5(v) by
Item 5(vii)] (enter "0" if
no fee is due): =$2,423.43 =$4,008.46
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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 Investors 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 Investors 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: $2,423.43
Alliance Growth Investors Fund: $4,008.46
9. Date the registration fee and any interest payment was
sent to the Commissions lockbox depository: July 27, 1999
Method of Delivery:
/X/ Wire transfer
/ / Mail or other means
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Signatures
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
Assistant Clerk
Date: July 28,1999
* Please print the name and title of the signing officer below
the signature.
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00250184.BJ6
