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 *
Shriram Kavitark Ram
  2. Issuer Name and Ticker or Trading Symbol
Alphabet Inc. [GOOGL] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
C/O ALPHABET INC., 1600 AMPHITHEATRE PKWY		 3. Date of Earliest Transaction (Month/Day/Year)
10/10/2024
(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 A Common Stock 10/10/2024   G(1) V 195,700 D $ 0 320,864 I Ram Shriram TR UA 09/10/2021 2021 RS Irrevocable Trust
Class A Common Stock 10/10/2024   G(1) V 195,700 A $ 0 340,966 D  
Class A Common Stock 10/10/2024   G(2) V 195,700 D $ 0 319,344 I Vijay Shriram TR UA 09/10/2021 2021 VS Irrevocable Trust
Class A Common Stock 10/10/2024   G(2) V 195,700 A $ 0 321,066 I By Spouse
Class C Capital Stock 10/10/2024   G(1) V 195,700 D $ 0 320,864 I Ram Shriram TR UA 09/10/2021 2021 RS Irrevocable Trust
Class C Capital Stock 10/10/2024   G(1) V 195,700 A $ 0 810,936 D  
Class C Capital Stock 10/10/2024   G(2) V 195,700 D $ 0 319,344 I Vijay Shriram TR UA 09/10/2021 2021 VS Irrevocable Trust
Class C Capital Stock 10/10/2024   G(2) V 195,700 A $ 0 724,526 I By Spouse
Class A Common Stock               337,680 I By Limited Partnership
Class A Common Stock               220,410 I 2022 RS Irrevocable Trust UAD 10/28/2022 (3)
Class A Common Stock               220,410 I 2022 VS Irrevocable Trust UAD 10/28/2022 (4)
Class C Capital Stock               220,410 I 2022 RS Irrevocable Trust UAD 10/28/2022 (3)
Class C Capital Stock               220,410 I 2022 VS Irrevocable Trust UAD 10/28/2022 (4)
Class C Capital Stock               338,600 I By Limited Partnership
Class C Google Stock Units (5)               541 D  
Class C Google Stock Units (6)               1,383 D  
Class C Google Stock Units (7)               1,959 D  
Class C Google Stock Units (8)               1,833 D  

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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
Shriram Kavitark Ram
C/O ALPHABET INC.
1600 AMPHITHEATRE PKWY
MOUNTAIN VIEW, CA 94043		   X      

Signatures

 /s/ Valentina Margulis, as Attorney-in-Fact for K. Ram Shriram   10/15/2024
**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) Reflects an annuity payment on October 10, 2024 of 195,700 shares of Class A Common stock and 195,700 shares of Class C Capital stock from the 2021 RS Irrevocable Trust UAD 9/10/2021 (2021 GRAT) to the Reporting Person. The Reporting Person is both trustee and sole annuitant of the 2021 GRAT and believes such annuity payment qualifies as a mere change in form of beneficial ownership of the shares, exempt from Section 16(a) and Section 16(b) pursuant to Rule 16a-13 under the Securities Exchange Act of 1934 (Exchange Act).
(2) Reflects an annuity payment on October 10, 2024 of 195,700 shares of Class A Common stock and 195,700 shares of Class C Capital stock from the 2021 VS Irrevocable Trust UAD 9/10/2021 (2021 VS GRAT) to the Reporting Person's spouse. The Reporting Person's spouse is both trustee and sole annuitant of the 2021 VS GRAT. The Reporting Person believes such annuity payment qualifies as a mere change in form of beneficial ownership of the shares, exempt from Section 16(a) and Section 16(b) pursuant to Rule 16a-13 under the Exchange Act.
(3) The Reporting Person is trustee and beneficiary of the 2022 RS Irrevocable Trust UAD 10/28/2022.
(4) The Reporting Person's spouse is trustee and beneficiary of the 2022 VS Irrevocable Trust UAD 10/28/2022.
(5) The Class C Google Stock Units (GSU) entitle the Reporting Person to receive one share of Alphabet Inc. Class C Capital Stock for each share underlying the GSU as GSU vest. 1/48th of GSU grant vested on July 25, 2021 and an additional 1/48th of GSUs will vest monthly thereafter, subject to continued service on the Board on the applicable vesting dates.
(6) 1/48th of GSU grant vested on July 25, 2022 and an additional 1/48th of GSUs will vest monthly thereafter, subject to continued service on the Board on the applicable vesting dates.
(7) 1/48th of GSU grant vested on July 25, 2023 and an additional 1/48th of GSUs will vest monthly thereafter, subject to continued service on the Board on the applicable vesting dates.
(8) 1/48th of GSUs vested on July 25, 2023 and an additional 1/48th of GSUs vests on the 25th day of each month thereafter, subject to continued service on the Board on the applicable vesting dates.

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