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File No. 2-29901
Securities and Exchange Commission
Washington, D.C. 20549
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FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Pre-Effective Amendment No. __
Post-Effective Amendment No. 56 X
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
Amendment No. 36
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ALLIANCE QUASAR FUND, INC.
1345 Avenue of the Americas, New York, N.Y. 10105
(800) 221-5672
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EDMUND P. BERGAN, JR.
Alliance Capital Management L.P.
1345 Avenue of the Americas, New York, N.Y. 10105
(Name and address of Agent for Service)
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Calculation of Registration Fee:
Title of
Securities Proposed Maximum Proposed Amount of
Being Amount Being Offering Price Maximum Aggregate Registration
Registered Registered Per Unit * Offering Price ** Fee
- ----------- ------------ ---------------- ----------------- ------------
Capital Stock
$.002 par
value 5,243,189 $25.45 $290,000 $100.00
* Estimated solely for the purpose of determining the amount of
the registration fee based on the maximum aggregate offering
price per share of the Registrant's Class A capital stock of
$25.45 on December 5, 1995.
** The calculation of the maximum aggregate offering price is
made pursuant to Rule 24e-2(a) under the Investment Company Act
of 1940 and is based on the following: the total amount of
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securities redeemed or repurchased during the fiscal year ended
September 30, 1995 was $133,149,154, none of which was previously
used for reduction pursuant to Rule 24f-2 or Rule 24e-2(a) and
$133,149,154 of which is being so used for such reduction in this
Amendment.
It is proposed that this filing will become effective (check
appropriate box)
X immediately upon filing pursuant to paragraph (b)
on (date) pursuant to paragraph (b)
60 days after filing pursuant to paragraph (a)(1)
on (date) pursuant to paragraph (a)(1)
75 days after filing pursuant to paragraph (a)(2)
on (date) pursuant to paragraph (a)(2) of rule 485.
If appropriate, check the following box:
this post-effective amendment designates a new effective
date for a previously filed post-effective amendment.
EXHIBIT: Opinion of Messrs. Seward & Kissel
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SIGNATURE
Pursuant to the requirements of the Securities Act of
1933 and the Investment Company Act of 1940, the Registrant
certifies that it meets all of the requirements for effectiveness
of this Amendment to its Registration Statement pursuant to Rule
485(b) under the Securities Act of 1933 and has duly caused this
Amendment to its Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City
and State of New York, on the 28th day of November, 1995.
ALLIANCE QUASAR FUND, INC.
By: /s/ John D. Carifa
John D. Carifa
Chairman
Pursuant to the requirements of the Securities Act of
1933, this Amendment to the Registration Statement has been
signed below by the following persons in the capacities and on
the dates indicated:
SIGNATURE TITLE DATE
1. Principal Executive
Officer
/s/ John D. Carifa Chairman 11/28/95
John D. Carifa
2. Principal Financial and
Accounting Officer
/s/ Mark D. Gersten Treasurer and 11/28/95
Chief Financial
Mark D. Gersten Officer
3. ALL OF THE DIRECTORS
Ruth Block
John D. Carifa
David H. Dievler
John H. Dobkin
William H. Foulk, Jr.
James M. Hester
Clifford L. Michel
Henry Ugarte
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by /s/ Edmund P. Bergan, Jr. 11/28/95
(Attorney-in-fact)
Edmund P. Bergan, Jr.
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Seward & Kissel
One Battery Park Plaza
New York, N.Y. 10004
Telephone: (212) 574-1200
Facsimile: (212) 480-8421
December 6, 1995
Alliance Quasar Fund, Inc.
1345 Avenue of the Americas
New York, New York 10105
Dear Sirs:
We have acted as counsel for Alliance Quasar Fund, Inc.,
a Maryland corporation (the "Company"), in connection with the
registration of an additional 5,243,189 shares of common stock,
par value $.002 per share, of the Company under the Securities
Act of 1933, as amended (the "Act").
As counsel for the Company, we have participated in the
preparation of Post-Effective Amendment No. 56 to the Company's
Registration Statement on Form N-1A under the Act (File No.
2-29901) relating to such additional shares and have examined and
relied upon corporate records of the Company and other documents
and certificates as to factual matters as we have deemed to be
necessary to render the opinion set forth below.
Based on that examination we are of the opinion that the
5,243,189 additional shares of common stock of the Company being
registered by Post-Effective Amendment No. 56 to the Company's
Registration Statement are duly authorized and unissued shares,
and when such shares have been duly sold, issued and paid for as
contemplated in the Company's Prospectus forming a part of its
Registration Statement under the Act, such shares will have been
validly and legally issued (assuming that none of such shares is
sold at a time when such sale would cause the Company to have
outstanding more than the number of shares of common stock
authorized to be issued by the Company's Articles of
Incorporation) and will be fully paid and non-assessable shares
of common stock of the Company under the laws of the State of
Maryland (assuming that the sale price of each share is not less
than the par value thereof).
Our opinion above stated is expressed as members of the
bar of the State of New York.
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We hereby consent to the filing of this opinion with the
Securities and Exchange Commission as an exhibit to above-
referenced Post-Effective Amendment No. 56 to the Company's
Registration Statement.
Very truly yours,
/s/ Seward & Kissel
00250150.AL2
