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Securities and Exchange Commission
Washington, D.C. 20549
Rule 24f-2 Notice
for
Alliance Worldwide Privatization Fund, Inc.
1345 Avenue of the Americas
New York, New York l0105
under the
Investment Company Act of l940
File No. 33-76598
(i) Fiscal year for which this Notice is filed:
June 2, 1994 (commencement of operations) through June 30,
1995
(ii) Number or amount of securities of the same class or
series, if any, which had been registered under the Securities
Act of l933 other than pursuant to Rule 24f-2 under the
Investment Company Act of l940 (the "Act") but which remained
unsold at the beginning of such fiscal year:
None
(iii) Number or amount of securities, if any, registered during
such fiscal year other than pursuant to Rule 24f-2:
None
(iv) Number or amount of securities sold during such fiscal
year:
8,247,666 Shares
(v) Number or amount of securities sold during such fiscal
year in reliance upon Rule 24f-2:
8,247,666 Shares*
Exhibit: Opinion of Messrs. Seward & Kissel
____________________
*The filing fee of $23,602 is calculated in accordance with Rule
24f-2(c) of the Act and Section 6(b) of the Securities Act of
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l933 and is based on the following: the actual aggregate sales
price of the 8,247,666 shares sold during such fiscal year in
reliance upon Rule 24f-2 was $87,074,481; the actual aggregate
dollar amount of shares redeemed during such fiscal year was
$18,629,155, none of which was previously used for reduction
pursuant to Rule 24e-2(a) in filings made pursuant to Rule 24e-1
and all of which are being so used for reduction pursuant to this
Rule 24f-2 Notice.
SIGNATURE
Pursuant to the requirements of Rule 24f-2 under the
Investment Company Act of l940, Alliance Worldwide Privatization
Fund, Inc. has duly caused this Rule 24f-2 Notice 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 24th day of
August 1995.
Alliance Worldwide Privatization Fund, Inc.
By /s/ Domenick Pugliese
_______________________________
Domenick Pugliese
Assistant Secretary
2
00250202.AL6
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Seward & Kissel
One Battery Park Plaza
New York, N.Y. 10004
Telephone: (212) 574-1200
Facsimile: (212) 480-8421
August 24, 1995
Alliance Worldwide Privatization
Fund, Inc.
1345 Avenue of the Americas
New York, New York 10105
Dear Sirs:
We have acted as counsel for Alliance Worldwide
Privatization Fund, Inc., a Maryland corporation (the
"Company"), in connection with the Company's Rule 24f-2
Notice to be filed pursuant to Rule 24f-2 under the
Investment Company Act of 1940, as amended, to report the
sale of 8,247,666 shares of common stock of the Company, par
value $.001 per share, during the fiscal year of the Company
ended June 30, 1995, in reliance upon that Rule and pursuant
to the registration of an indefinite number of such shares
under the Securities Act of 1933, as amended.
As counsel for the Company, we have examined and
relied upon such 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 8,247,666 shares so sold in reliance upon Rule
24f-2 were duly authorized and legally issued and, upon
their issuance, were fully paid and nonassessable shares of
common stock of the Company under the laws of the State of
Maryland.
Our opinion above stated is expressed as members of
the bar of the State of New York.
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Alliance Worldwide Privatization 2 August 24, 1995
Fund, Inc.
We hereby consent to the filing of this opinion
with the Securities and Exchange Commission as an exhibit to
the above-referenced Rule 24f-2 Notice.
Very truly yours,
/s/ Seward & Kissel
00250202.AL6
