The Securities and Exchange Commission has not necessarily reviewed the information in this filing and has not determined if it is accurate and complete.
The reader should not assume that the information is accurate and complete.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 13F

FORM 13F COVER PAGE

OMB APPROVAL
OMB Number: 3235-0006
Estimated average burden
hours per response: 23.8

Report for the Calendar Year or Quarter Ended: 06-30-2016
Check here if Amendment    Amendment Number:
This Amendment (Check only one.):    is a restatement.
   adds new holdings entries.
Institutional Investment Manager Filing this Report:
Name: Retirement Systems of Alabama
Address: P.O. BOX 302150
MONTGOMERY, AL  36130-2150
Form 13F File Number: 028-16471

The institutional investment manager filing this report and the person by whom it is signed hereby represent that the person signing the report is authorized to submit it, that all information contained herein is true, correct and complete, and that it is understood that all required items, statements, schedules, lists, and tables, are considered integral parts of this form.

Person Signing this Report on Behalf of Reporting Manager:
Name: Marc Green
Title: Chief Investment Officer
Phone: 334-517-7108
Signature, Place, and Date of Signing:
/s/ Marc Green MontgomeryAL 07-19-2016
[Signature] [City, State] [Date]
The Retirement Systems of Alabama ("RSA"), the filing person, is a public pension plan statutorily formed under the laws of the State of Alabama. RSA consists of the Teachers' Retirement System of Alabama and the Employees' Retirement System of Alabama which includes and administers the Judicial Retirement Fund. Each system is considered a body corporate of the State of Alabama and they are referred to collectively for financial reporting purposes as "RSA." While each system has distinct boards of control, they share executive management and certain other services. In particular, the investment decisions for each system are made by RSA's investment staff. In addition, RSA also invests on behalf of other funds that are affiliated with the State.
Report Type (Check only one.):
X 13F HOLDINGS REPORT. (Check here if all holdings of this reporting manager are reported in this report.)
   13F NOTICE. (Check here if no holdings reported are in this report, and all holdings are reported by other reporting manager(s).)
   13F COMBINATION REPORT. (Check here if a portion of the holdings for this reporting manager are reported in this report and a portion are reported by other reporting manager(s).)
Form 13F Summary Page
Report Summary:
Number of Other Included Managers: 0
Form 13F Information Table Entry Total: 951
Form 13F Information Table Value Total: 17,103,717
(thousands)
List of Other Included Managers:
Provide a numbered list of the name(s) and Form 13F file number(s) of all institutional investment managers with respect to which this report is filed, other than the manager filing this report.
[If there are no entries in this list, state “NONE” and omit the column headings and list entries.]
NONE