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File No. 33-37848
Securities and Exchange Commission
Washington, D.C. 20549
___________________________________________
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Pre-Effective Amendment No.
Post-Effective Amendment No. 10
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
Amendment No. 7
___________________________________________
ALLIANCE NEW EUROPE FUND, INC.
(Exact Name of Registrant as Specified in Charter)
1345 Avenue of the Americas, New York, N.Y. 10105
(Address of Principal Executive Offices) (Zip Code)
___________________________________________
Registrant's Telephone Number, including Area Code:
(800) 221-5672
___________________________________________
EDMUND P. BERGAN, JR.
1345 Avenue of the Americas, New York, N.Y. 10105
(Name and address of Agent for Service)
___________________________________________
Calculation of Registration Fee:
Title of Proposed Proposed
Securities Amount Maximum Maximum Amount of
Being Being Offering Price Aggregate Registration
Registered Registered Per Share* Offering Price** Fee
__________ __________ _____________ ________________ _____________
Capital 4,132,181 $14.75 $290,000 $100.00
Stock .01
par value
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* Estimated solely for the purpose of determining the amount of
the registration fee based on the maximum offering price per
share of the total Registrant's common stock on September 14,
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 securities redeemed or repurchased during the fiscal year
ended July 31, 1995 was 4,617,197, of which none was
previously used for reduction pursuant to Rule 24f-2 or Rule
24e-2 (a) and 4,617,197 of which are 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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SIGNATURES
Pursuant to the requirements of the Securities Act of
1933 as amended and the Investment Company Act of 1940 as
amended, 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 of New York
and the State of New York on the 25th day of September, 1995.
ALLIANCE NEW EUROPE FUND, INC.
/s/ John D. Carifa
By
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 date indicated:
SIGNATURE TITLE DATE
(1) Principal Executive
Officer
/s/ John D. Carifa
Chairman September 25, 1995
John D. Carifa
(2) Principal Financial and
Accounting Officer
/s/ Mark D. Gersten
Treasurer September 25, 1995
Mark D. Gersten
(3) A majority of the Directors
____________________
John D. Carifa
David H. Dievler
John H. Dobkin
W.H. Henderson
Stig Host
John C. West
Robert C. White
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/s/ Edmund P. Bergan, Jr.
by September 25, 1995
(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
September 26, 1995
Alliance New Europe Fund, Inc.
1345 Avenue of the Americas
New York, New York 10105
Dear Sirs:
We have acted as counsel for Alliance New Europe
Fund, Inc., a Maryland corporation (the "Company"), in
connection with the registration of an additional 4,132,181
shares of common stock, par value $.01 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. 10 to the
Company's Registration Statement on Form N-1A under the Act
(File No. 33-37848) 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 4,132,181 additional shares of common stock of the
Company being registered by Post-Effective Amendment No. 10
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).
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Our opinion above stated is expressed as members of
the bar of the State of New York.
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. 10 to the
Company's Registration Statement.
Very truly yours,
/s/ Seward & Kissel
00250059.AQ5
