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 *
Ashkenazi Anat
  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)
SVP, Chief Financial Officer
(Last)
(First)
(Middle)
C/O ALPHABET INC., 1600 AMPHITHEATRE PRKW		 3. Date of Earliest Transaction (Month/Day/Year)
09/25/2024
(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) 09/25/2024   C(2)   17,825 D $ 0 54,165 D  
Class C Google Stock Units (1) 09/25/2024   F(3)   18,170 D $ 163.64 35,995 D  
Class C Capital Stock 09/25/2024   C(2)   17,825 A $ 0 17,825 D  
Class C Google Stock Units (4)               93,422 D  
Class C Google Stock Units (5)               32,972 D  

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
Ashkenazi Anat
C/O ALPHABET INC.
1600 AMPHITHEATRE PRKW
MOUNTAIN VIEW, CA 94043		       SVP, Chief Financial Officer  

Signatures

 /s/ Valentina Margulis, as Attorney-in-Fact for Anat Ashkenazi   09/27/2024
**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 GSU vests. 50% of the GSUs will vest on September 25, 2024 and 50% of the GSUs will vest on December 25, 2024, subject to continued employment on such vesting dates.
(2) Vesting of GSUs grant of which was previously reported in Form 4.
(3) Shares withheld to satisfy tax obligations arising out of vesting of GSUs.
(4) 25% of the GSUs will vest on each March 25, 2025, June 25, 2025, September 25, 2025, and December 25, 2025, subject to continued employment on such vesting dates.
(5) 25% of the GSUs will vest on each March 25, 2026, June 25, 2026, September 25, 2026, and Decebmer 25, 2026, subject to continued employment on such vesting dates.

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