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:
SANFORD C. BERNSTEIN FUND, INC.
767 Fifth Avenue, New York, NY 10153
2. Name of each series or class of funds for which
this notice is filed:
Bernstein Government Short Duration Portfolio
Bernstein Short Duration Plus Portfolio
Bernstein Intermediate Duration Portfolio
Bernstein New York Municipal Portfolio
Bernstein Diversified Municipal Portfolio
Bernstein California Municipal Portfolio
Bernstein Short Duration New York Municipal Portfolio
Bernstein Short Duration Diversified Municipal Portfolio
Bernstein Short Duration California Municipal Portfolio
Bernstein International Value Portfolio
Bernstein Emerging Markets Value Portfolio
(All Series of the Sanford C. Bernstein Fund, Inc.)
3. Investment Company Act File No. 811-5555
Securities Act File No. 33-21844
4. Last day of fiscal year for which this notice is filed:
September 30, 1996
5. Check 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):
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 fiscal year:
8. Number and amount of securities registered during the
fiscal year other than pursuant to rule 24f-2:
9. Number and aggregate sale price of securities sold
during the fiscal year: 192,924,654 shares; $2,896,369,494
10. Number and aggregate sale price of securities sold
during the fiscal year in reliance upon registration
pursuant to rule 24f-2: 192,924,654; $2,896,369,494
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): 9,018,320; $130,062,536
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): $2,896,369,494
(ii) Aggregate price of shares issued in
connection with dividend reinvestment
plans (from Item 11, if applicable): 130,062,536
(iii) Aggregate price of shares redeemed or
repurchased during the fiscal year (if
applicable): 1,219,231,653
(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): 1,807,200,377
(vi) Multiplier prescribed by Section 6(b) of
the Securities Act of 1933 or other applicable
law or regulation (see Instruction C.6): 1/3300
(vii) Fee due (line (i) or line (v) multiplied
by line (vi): $547,636.48
Instruction: Issuers should complete lines (ii), (iii), (iv), 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 in section 3a of the Commission's Rules of
Informal and Other Procedures (17 CFR 202.3a). [ XXX ]
Date of mailing or wire transfer of filing fees to the
Commission's lockbox depository: 11/19/96
SIGNATURES
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: Jean Margo Reid, Secretary
Date: November 18, 1996
November 18, 1996
Sanford C. Bernstein Fund, Inc.
767 Fifth Avenue
New York, NY 10153
Dear Sirs:
Sanford C. Bernstein Fund, Inc., which is presently comprised of
eleven portfolios -- Bernstein Government Short Duration Portfolio, Bernstein
Short Duration Plus Portfolio, Bernstein New York Municipal Portfolio,
Bernstein Diversified Municipal Portfolio, Bernstein Intermediate Duration
Portfolio, Bernstein California Municipal, Bernstein International Value
Portfolio, Bernstein Short Duration California Municipal Portfolio,
Bernstein Short Duration Diversified Municipal Portfolio, Bernstein Short
Duration New York Municipal Portfolio and the Bernstein Emerging Markets
Value Portfolio (the "Fund") -- is registered to issue and sell an indefinite
number of shares (the "Shares") of its Common Stock, par value $.001
per share (the "Common Stock"), in the manner and on the terms
set forth in its Registration Statement on Form N-1A filed with
the Securities and Exchange Commission (File No. 33-21844).
I have, as attorney for Sanford C. Bernstein & Co., Inc., advisor
to the Fund, participated in various corporate and other
proceedings relating to the Fund and to the Shares. I have
examined copies, either certified or otherwise proved to my
satisfaction to be genuine, of its Charter and By-Laws, as
currently in effect, a certificate of good standing issued by the
State Department of Assessments and Taxation of Maryland and
other documents relating to its organization and operation. I
have also reviewed the above-mentioned Registration Statement
and all amendments filed as of the date of this opinion and the
documents filed as exhibits thereto. I am generally familiar
with the corporate affairs of the Fund.
Based upon the foregoing, it is my opinion that:
1. The Fund has been duly organized and is validly existing
under the laws of the State of Maryland.
2. The Fund is authorized to issue two billion (2,000,000,000)
shares of Common Stock. Under Maryland law, shares of Common
Stock which are issued and subsequently redeemed by the Fund
will be, by virtue of such redemption, restored to the status
of authorized and unissued shares.
3. The shares sold by the Fund during its fiscal year ending
September 30, 1996 were legally issued, fully paid and non-assessable.
I hereby consent to the filing of this opinion with the Securities
and Exchange Commission as a part of the Fund's Rule 24f-2 Notice
for the Fund's fiscal year ending September 30, 1996 and with any
state securities commission where such filing is required.
I am a member of the Bar of the States of New York and California
and do not hold myself out as being conversant with the laws of
any jurisdiction other than those of the United States of America
and the States of New York and California. I note that I am not
licensed to practice law in the State of Maryland, and to the extent
that any opinion expressed herein involves the law of Maryland,
such opinion should be understood to be based solely upon my review
of the good standing certificate referred to above, the published
statutes of that State and, where applicable, published cases,
rules or regulations of regulatory bodies of that State.
Very truly yours,
Jean Margo Reid
Associate General Counsel
and Vice President
