<PAGE>
File No. 2-25364
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. 62 X
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
Amendment No. 25
ALLIANCE GLOBAL SMALL CAP FUND, INC.
1345 Avenue of the Americas, New York, N.Y. 10105
(800) 221-5672
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)
Calculation of Registration Fee:
Title of Proposed Proposed
Securities Amount Maximum Maximum Amount of
Being Being Offering Price Aggregate Registration
Registered Registered Per Unit * Offering Price ** Fee
__________ __________ __________ ________________ _____________
Capital
Stock $.01
par value
(Class A) 1,326,974 $10.79 $290,000 $100.00
* Estimated solely for the purpose of determining the amount
of the registration fee based on the net asset value per
share of the Registrant's Class A capital stock of $10.79 on
September 19, 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
<PAGE>
of securities redeemed or repurchased during the fiscal year
ended July 31, 1995 was 1,435,144, none of which was
previously used for reduction pursuant to Rule 24f-2 or Rule
24e-2(a) and 1,435,144 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
<PAGE>
SIGNATURES
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
Registration Statement pursuant to Rule 485(b) under the
Securities Act of 1933 and has duly caused this 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 BALANCED SHARES, INC.
/s/ John D. Carifa
By
John D. Carifa
Chairman
Pursuant to the requirements of the Securities Act of 1933,
this 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) All of the Directors
____________________
Ruth Block
David H. Dievler
John H. Dobkin
William H. Foulk, Jr.
James M. Hester
Clifford L. Michel
Robert C. White
<PAGE>
/s/ Edmund P. Bergan, Jr.
by September 25, 1995
(Attorney-in-fact)
Edmund P. Bergan, Jr.
<PAGE>
SEWARD & KISSEL
One Battery Park Plaza
New York, N.Y. 10004
Telephone: (212) 574-1200
Facsimile: (212) 480-8421
October 2, 1995
Alliance Global Small Cap
Fund, Inc.
1345 Avenue of the Americas
New York, New York 10105
Dear Sirs:
We have acted as counsel for Alliance Global Small Cap
Fund, Inc., a Maryland corporation (the "Company"), in
connection with the registration of an additional 1,326,974
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. 62 to the
Company's Registration Statement on Form N-1A under the Act
(File No. 2-25364) 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 1,326,974 additional shares of common stock of the
Company being registered by Post-Effective Amendment No. 62
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
<PAGE>
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.
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. 62 to the
Company's Registration Statement.
Very truly yours,
/s/ Seward & Kissel
00250176.AD7
