FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Porat Ruth
  2. Issuer Name and Ticker or Trading Symbol
Alphabet Inc. [GOOGL] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
President, Chief Invs. Officer
(Last)
(First)
(Middle)
C/O ALPHABET INC., 1600 AMPHITHEATRE PKWY		 3. Date of Earliest Transaction (Month/Day/Year)
09/16/2024
(Street)

MOUNTAIN VIEW, CA 94043		 4. If Amendment, Date Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8) 		4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4) 		6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4) 		7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Class C Google Stock Units (1) 09/16/2024   A   119 (2) A $ 0 94,726 (3) D  
Class C Google Stock Units (4) 09/16/2024   A   107 (2) A $ 0 84,828 (5) D  
Class C Google Stock Units (6) 09/16/2024   A   25 (2) A $ 0 20,649 (7) D  
Class C Capital Stock               1,590,659 D  
Class C Capital Stock               200,000 I The RAPP 2024 Grantor Retained Annuity Trust (8)
Class C Capital Stock               120,000 I The RAPP 2024 Irrevocable Trust (9)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8) 		5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5) 		6. Date Exercisable and Expiration Date
(Month/Day/Year) 		7. Title and Amount of Underlying Securities
(Instr. 3 and 4) 		8. Price of Derivative Security
(Instr. 5) 		9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4) 		10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4) 		11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Porat Ruth
C/O ALPHABET INC.
1600 AMPHITHEATRE PKWY
MOUNTAIN VIEW, CA 94043		       President, Chief Invs. Officer  

Signatures

 /s/ Valentina Margulis, as Attorney-in-Fact for Ruth M. Porat   09/18/2024
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Class C Google Stock Units (GSUs) entitle the Reporting Person to receive one share of Alphabet Inc. Class C capital stock for each share underlying the GSUs as each GSUs vests. 1/6th of the GSUs vested on June 25, 2024; 1/12th of the GSUs will vest on September 25, 2024, and an additional 1/12th of the GSUs will vest quarterly thereafter on the 25th day of the month until the GSUs are fully vested, subject to continued employment on the applicable vesting dates.
(2) Represents the dividend equivalent units (DEUs) that accrued on the Reporting Person's GSUs held as of September 9, 2024, in connection with the cash dividend that was declared by Alphabet Inc. and distributed on September 16, 2024. These DEUs will vest on the same schedule as the GSUs on which the DEUs accrued. Each DEU entitles the Reporting Person to receive one share of Alphabet Inc. Class C capital stock for each share underlying the DEU as each DEU vests.
(3) Consists of 119 DEUs and 94,607 GSUs. Each of the DEUs and each of the GSUs entitles the Reporting Person to receive one share of Alphabet Inc. Class C capital stock for each share underlying the GSU or DEU (as applicable) as each GSU or DEU (as applicable) vests.
(4) 1/6th of the GSUs vested on June 25, 2023 and an additional 1/12th of the GSUs will vest quarterly thereafter until the GSUs are fully vested, subject to continuing employment on the applicable vesting dates.
(5) Consists of 107 DEUs and 84,721 GSUs. Each of the DEUs and each of the GSUs entitles the Reporting Person to receive one share of Alphabet Inc. Class C capital stock for each share underlying the GSU or DEU (as applicable) as each GSU or DEU (as applicable) vests.
(6) 1/12th of the GSUs vested on March 25, 2022 and an additional 1/12th of the GSUs will vest quarterly thereafter until the GSUs are fully vested, subject to continued employment on the applicable vesting dates.
(7) Consists of 25 DEUs and 20,624 GSUs. Each of the DEUs and each of the GSUs entitles the Reporting Person to receive one share of Alphabet Inc. Class C capital stock for each share underlying the GSU or DEU (as applicable) as each GSU or DEU (as applicable) vests.
(8) The Reporting Person is the grantor and sole annuitant, and the Reporting Person's spouse is the sole trustee of the RAPP 2024 Grantor Retained Annuity Trust.
(9) The Reporting Person is the settlor, and the Reporting Person's spouse is a trustee of the RAPP 2024 Irrevocable Trust.

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