ALLIANCE REGENT SECTOR OPPORTUNITY FUND INC, 497, 1998-01-14

ALLIANCE REGENT SECTOR OPPORTUNITY FUND INC
497, 1998-01-14

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This is filed pursuant to Rule 497(c).
File Nos. 333-08193 and 811-07709.

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ALLIANCE/REGENT
------------------
SECTOR OPPORTUNITY
------------------
FUND
------------------

c/o Alliance Fund Services, Inc.
P.O. Box 1520, Secaucus, New Jersey 07096-1520
Toll Free (800) 221-5672
For Literature: Toll Free (800) 227-4618

Prospectus and Application

December 31, 1997

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<TABLE>
<CAPTION>
Table of Contents Page

<S> <C>
The Fund at a Glance ...................................................... 2
Expense Information ....................................................... 3
Financial Highlights ...................................................... 4
Glossary .................................................................. 5
Description of the Fund ................................................... 6
Investment Objective ................................................... 6
Investment Policies .................................................... 6
Additional Investment Practices ........................................ 6
Certain Fundamental Investment Policies ................................ 8
Purchase and Sale of Shares ............................................... 8
Management of the Fund .................................................... 11
Dividends, Distributions and Taxes ........................................ 13
General Information ....................................................... 14
</TABLE>
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Adviser
Alliance Capital Management L.P.
1345 Avenue of the Americas
New York, New York 10105

Alliance/Regent Sector Opportunity Fund, Inc. (the "Fund") seeks long-term
growth of capital through investment in U.S. equity securities. The Fund
utilizes a "top-down" investment approach focusing on economic analysis to
determine portfolio allocation among market sectors and industries, and pursues
its objective by investing in a diversified portfolio of equity securities of
U.S. issuers that have a market capitalization of at least one billion dollars.

The Fund is an open-end diversified management investment company. This
Prospectus sets forth concisely the information that a prospective investor
should know about the Fund before investing. A "Statement of Additional
Information" for the Fund dated December 31, 1997, which provides further
information regarding certain matters discussed in this Prospectus and other
matters which may be of interest to some investors, has been filed with the
Securities and Exchange Commission and is incorporated herein by reference. For
a free copy, call or write Alliance Fund Services, Inc. at the indicated address
or call the "For Literature" telephone number shown above.

The Fund offers three classes of shares through this Prospectus. These shares
may be purchased, at the investor's choice, at a price equal to their net asset
value (i) plus an initial sales charge imposed at the time of purchase ("Class A
shares"), (ii) with a contingent deferred sales charge imposed on most
redemptions made within four years of purchase ("Class B shares"), or (iii)
without any initial or contingent deferred sales charge, as long as the shares
are held for one year or more ("Class C shares"). See "Purchase and Sale of
Shares."

An investment in these securities is not a deposit or obligation of, or
guaranteed or endorsed by, any bank and is not federally insured by the Federal
Deposit Insurance Corporation, the Federal Reserve Board or any other agency.

Investors are advised to read this Prospectus carefully and to retain it for
future reference.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

Alliance(R) [LOGO]
Investing without the Mystery. (SM)

(R)/SM These are registered marks used under licenses from the owner, Alliance
Capital Management L.P.
<PAGE>

The Fund At A Glance

The following summary is qualified in its entirety by the more detailed
information contained in the Prospectus.

The Fund's Investment Adviser Is . . .

Alliance Capital Management L.P. ("Alliance"), a global investment adviser
providing diversified services to institutions and individuals through a broad
line of investments including more than 100 mutual funds. Since 1971, Alliance
has earned a reputation as a leader in the investment world with over $217
billion in assets under management as of September 30, 1997. Alliance provides
investment management services to employee benefit plans for 28 of the FORTUNE
100 companies. In rendering its services, Alliance will act through its Regent
Investor Services Division ("Regent"). As of September 30, 1997, Regent managed
in excess of $3.1 billion for individuals, corporations, retirement plans,
foundations and endowments.

The Fund

Seeks . . . Long-term growth of capital through investment in U.S. equity
securities.

Utilizes . . . a "top-down" investment approach that focuses on economic
analysis to determine portfolio allocation among market sectors and industries.

Invests primarily in . . . a diversified portfolio of equity securities of U.S.
issuers that have a market capitalization of at least one billion dollars.

A Word About Risk . . .

The price of shares of the Fund will fluctuate as the daily prices of the
individual stocks and other equity securities in which it invests fluctuate, so
that your shares, when redeemed, may be worth more or less than their original
cost. While the Fund invests principally in common stocks and other equity
securities, in order to achieve its investment objective, the Fund may at times
use certain types of investment instruments that involve risks different from
the risks presented by equity securities. In pursuing its investment objectives,
the Fund will from time to time focus its investments in one or more economic
sectors or industries. To the extent the Fund focuses its investments in one or
more sectors or industries, the Fund would be subject to the general risks
associated with investments in that sector or industry to a greater extent than
a fund that has not focused its investments in any one sector or industry. These
risks may include economic as well as regulatory risks which may impact a
particular economic sector or industry and thereby would impact the Fund if it
emphasized its investments in that same sector or industry.

Getting Started. . .

Shares of the Fund are available through your financial representative and most
banks, insurance companies and brokerage firms nationwide. Shares can be
purchased for a minimum initial investment of $250, and subsequent investments
can be made for as little as $50. For detailed information about purchasing and
selling shares, see "Purchase and Sale of Shares." In addition, the Fund offers
several time and money saving services to investors. Be sure to ask your
financial representative about:

-------------------------------
AUTOMATIC DIVIDEND REINVESTMENT
-------------------------------
AUTOMATIC INVESTMENT PROGRAM
-------------------------------
RETIREMENT PLANS
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SHAREHOLDER COMMUNICATIONS
-------------------------------
DIVIDEND DIRECTION PLANS
-------------------------------
AUTO EXCHANGE
-------------------------------
SYSTEMATIC WITHDRAWALS
-------------------------------
A CHOICE OF PURCHASE PLANS
-------------------------------
TELEPHONE TRANSACTIONS
-------------------------------
24 - HOUR INFORMATION
-------------------------------

Alliance(R) [LOGO]
Investing without the Mystery. (SM)

(R)/SM These are registered marks used under licenses from the owner, Alliance
Capital Management L.P.

2
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EXPENSE INFORMATION
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Shareholder Transaction Expenses are one of several factors to consider when you
invest in the Fund. The following table summarizes your maximum transaction
costs and annual expenses for each class of shares. The Example following the
table shows the cumulative expenses attributable to a hypothetical $1,000
investment in each class for the periods specified.

<TABLE>
<CAPTION>
Class A Shares Class B Shares Class C Shares

-------------- -------------- --------------
<S> <C> <C> <C>

Maximum sales charge imposed on purchases
(as a percentage of offering price) ............................... 4.25%(a) None None
Sales charge imposed on dividend reinvestments ....................... None None None
Deferred sales charge (as a percentage of original purchase price
or redemption proceeds, whichever is lower) ....................... None 4.0% during the 1% during the
first year, decreasing first year,
1.0% annually to 0% thereafter
0% after the
fourth year(b)
Exchange fee ......................................................... None None None
- ------------------------------------------------------------------------------------------------------------------------------------

</TABLE>

(a) Reduced for larger purchases. Purchases of $1,000,000 or more are not
subject to an initial sales charge but may be subject to a 1% deferred
sales charge on redemptions within one year of purchase. See "Purchase and
Sale of Shares--How to Buy Shares"-page 8.

(b) Class B shares automatically convert to Class A shares after eight years.
See "Purchase and Sale of Shares--How to Buy Shares"-page 8.

Operating Expenses Class A Class B Class C
-------------- -------------- --------------
<S> <C> <C> <C>
Management fees (after waiver) (a) ............ 0.00% 0.00% 0.00%
12b-1 fees .................................... .30% 1.00% 1.00%
Other expenses (after reimbursement)(b) ....... 2.70% 2.70% 2.70%
---- ---- ----
Total fund operating expenses
(after waiver/reimbursement)(c) ............... 3.00% 3.70% 3.70%
==== ==== ====
<CAPTION>

Example Class A Class B+ Class B++ Class C+ Class C++
------- -------- --------- -------- ---------
<S> <C> <C> <C> <C> <C>
After 1 year .................................. $ 72 $ 77 $ 37 $ 47 $ 37
After 3 years ................................. $131 $133 $113 $113 $113
After 5 years ................................. $193 $191 $191 $191 $191
After 10 years ................................ $360 $380 $380 $395 $395

</TABLE>

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+ Assumes redemption at end of period.
++ Assumes no redemption at end of period.
(a) Net of voluntary fee waiver. Absent such waiver, management fees would have
been .75%.

(b) These expenses include a transfer agency fee payable to Alliance Fund
Services, Inc., an affiliate of Alliance, and are net of voluntary fee
waivers and expense reimbursements. Absent such waivers and reimbursements,
other expenses would be 10.72%, 8.77% and 8.24%, for Class A, Class B and
Class C, respectively.

(c) Net of voluntary fee waivers and reimbursements. Absent such fee waivers
and reimbursements, total fund operating expenses would be 11.77%, 10.52%
and 9.99% for Class A, Class B and Class C, respectively.

The purpose of the foregoing table is to assist the investor in understanding
the various costs and expenses that an investor in the Fund will bear directly
or indirectly. Long-term shareholders of the Fund may pay aggregate sales
charges totaling more than the economic equivalent of the maximum initial sales
charges permitted by the Conduct Rules of the National Association of Securities
Dealers, Inc. See "Management of the Fund--Distribution Services Agreement." The
Rule 12b-1 fee for each class comprises a service fee not exceeding .25% of the
aggregate average daily net assets of the Fund attributable to the class and an
asset-based sales charge equal to the remaining portion of the Rule 12b-1 fee.
"Other Expenses" are based on estimated amounts for the Fund's current fiscal
year. The Example set forth above assumes reinvestment of all dividends and
distributions and utilizes a 5% annual rate of return as mandated by Securities
and Exchange Commission regulations. The Example should not be considered
representative of past or future expenses; actual expenses may be greater or
less than those shown.

3
<PAGE>

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FINANCIAL HIGHLIGHTS
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The following table presents per share income and capital changes for a share
outstanding throughout the period indicated for the Fund. The information in the
table has been audited by Ernst & Young LLP, the independent auditors of the
Fund. The following information should be read in conjunction with the financial
statements and related notes which are included in the Fund's Statement of
Additional Information.

Further information about the Fund's performance is contained in the Fund's
annual report to shareholders, which may be obtained without charge by
contacting Alliance Fund Services, Inc. at the address or the "For Literature"
telephone number shown on the cover of this Prospectus.

Class A Class B Class C
------- ------- -------
December 16, December 16, December 16,
1996(a) 1996(a) 1996(a)
to to to
August 31, 1997 August 31, 1997 August 31, 1997
--------------- --------------- ---------------
<S> <C> <C> <C>
Net asset value, beginning of period .................................... $ 10.00 $ 10.00 $ 10.00
----------- ----------- -----------

Income from Investment Operations
Net investment loss (b) ................................................. (.21) (.18) (.19)
Net realized and unrealized gain on investment transactions ............. 2.37 2.30 2.31
----------- ----------- -----------
Net increase in net asset value from operations ......................... 2.16 2.12 2.12
----------- ----------- -----------
Net asset value, end of period .......................................... $ 12.16 $ 12.12 $ 12.12
=========== =========== ===========

Total Return

Total investment return based on net asset value (c) .................... 21.60% 21.20% 21.20%

Ratios/Supplemental Data

Net assets, end of period (000's omitted) ............................... $ 783 $ 2,386 $ 218
Ratio to average net assets of:
Expenses, under current cap (d)(e) ................................... 3.00% 3.70% 3.70%
Expenses, net of waivers and reimbursements (d)(f) ................... 4.13% 3.70% 3.70%
Net investment loss (d) .............................................. (2.51)% (2.15)% (2.24)%
Portfolio turnover rate ................................................. 27% 27% 27%
Average commission rate ................................................. $ .0500 $ .0500 $ .0500
</TABLE>

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(a) Commencement of operations.

(b) Based on average shares outstanding.

(c) Total investment return is calculated assuming an initial investment made at
the net asset value at the beginning of the period, reinvestment of all
dividends and distributions at net asset value during the period, and
redemption on the last day of the period. Initial sales charge or contingent
deferred sales charge is not reflected in the calculation of total
investment return. Total investment return calculated for a period of less
than one year is not annualized.

(d) Annualized.

(e) Expense cap in effect as of January 13, 1997.

(f) Net of fee waivers and expense reimbursements. Absent such waivers and
reimbursements the expense ratios would have been 11.77%. 10.52%, and 9.99%,
for Class A, Class B, and Class C shares, respectively, for the period ended
August 31, 1997.

4
<PAGE>

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GLOSSARY
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The following terms are used in this Prospectus. Many of these terms are
explained in greater detail under "Description of the Fund--Additional
Investment Practices."

Equity securities are common and preferred stocks, and include convertible
securities, but do not include rights, warrants and options to subscribe for the
purchase of common and preferred stocks.

U.S. Government securities are securities issued or guaranteed by the U.S.
Government, its agencies or instrumentalities.

Moody's is Moody's Investors Service, Inc.

S&P is Standard & Poor's Ratings Services.

Duff & Phelps is Duff & Phelps Credit Rating Co.

Fitch is Fitch IBCA, Inc.

Qualifying bank deposits are certificates of deposit, bankers' acceptances and
interest-bearing savings deposits of banks having total assets of more than $1
billion and which are members of the Federal Deposit Insurance Corporation.

Rule 144A securities are securities that may be resold pursuant to Rule 144A
under the Securities Act of 1933, as amended (the "Securities Act").

1940 Act is the Investment Company Act of 1940, as amended.

Code is the Internal Revenue Code of 1986, as amended.

Commission is the Securities and Exchange Commission.

5
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DESCRIPTION OF THE FUND
- --------------------------------------------------------------------------------

The Fund is a diversified investment company. The Fund's investment objective is
"fundamental" and cannot be changed without a shareholder vote. Except as noted,
the Fund's investment policies are not fundamental and thus can be changed
without a shareholder vote. The Fund will not change these policies without
notifying its shareholders. There is no guarantee that the Fund will achieve its
investment objective.

INVESTMENT OBJECTIVE

The Fund's investment objective is long-term growth of capital through
investment in U.S. equity securities. As a matter of fundamental policy, the
Fund normally invests at least 65% of its total assets in the equity securities
of companies that are (i) organized and have their principal office in the U.S.
and (ii) the equity securities of which are traded principally in the U.S.

INVESTMENT POLICIES

The Fund seeks to achieve its objective by investing predominantly in the equity
securities of U.S. issuers with market capitalizations (share price multiplied
by the number of shares outstanding) of at least one billion dollars at the time
of investment. In selecting investments for the Fund, the Regent Investor
Services Division of Alliance ("Regent") employs on an active, continuing basis
a "top-down" investment approach based on economic analysis. This approach has
four main elements:

o The analysis of secular, i.e., long-term, evolutionary change in the
economy: which sectors are growing as a share of gross domestic
product (GDP) and which are contracting, and why;

o The analysis of the business cycle: what is the current cyclical state
of the economy, and how is the course of the cycle likely to affect
stock price performance;

o Valuation in the stock market: what profitability and growth prospects
are discounted by current stock prices;

o Earnings growth and momentum: for what sectors, industries and
companies are earnings estimates increasing, and for which are they
declining.

On the basis of this analysis, Regent identifies and emphasizes those sectors
and industries expected to show superior performance. Regent believes that
economic change creates industry-level factors which are responsible for a
significant portion of the movements in individual stock prices, and its sector
analysis emphasizes anticipation of developments that cause these factors to
change and thus influence stock prices. Examples of sectors include the
technology sector, the energy sector and the utilities sector. Regent then
combines its sector-level analysis with company-level fundamental analysis in
order to determine which companies within favored sectors are most suitable for
inclusion in portfolios under its management. Differentiating factors among
specific companies include, among other things, earnings growth, stock price
valuation, management experience and expertise, product development, and other
related factors.

Regent expects the average market capitalization of companies represented in the
Fund's portfolio normally to be in the range of the larger market
capitalizations of companies comprising The Standard and Poor's 500 Composite
Stock Price Index (the "S&P 500"). The average market capitalization of the
Fund's portfolio may be higher or lower than that of the S&P 500 at any given
time. The average market capitalization of the companies represented in the S&P
500 is approximately $15 billion.

The Fund may also: (i) invest up to 5% of its net assets in rights or warrants;
(ii) purchase and sell exchange-traded index options and stock index futures
contracts; and (iii) write covered exchange-traded call options on common stocks
unless, as a result, the amount of its securities subject to call options would
exceed 15% of its total assets, and purchase and sell exchange-traded call and
put options on common stocks written by others, but the total cost of all
options held by the Fund (including exchange-traded index options) may not
exceed 10% of its total assets. For additional information on the use, risks and
costs of these policies and practices see "Additional Investment Practices." The
Fund will not write put options or invest in illiquid securities if as a result
more than 15% of its net assets would be so invested.

ADDITIONAL INVESTMENT PRACTICES

The Fund may engage in the following investment policies and practices to the
extent described above.

Rights And Warrants. The Fund will invest in rights or warrants only if the
underlying equity securities themselves are deemed appropriate by Regent for
inclusion in the Fund's portfolio. Rights and warrants entitle the holder to buy
equity securities at a specific price for a specific period of time. Rights are
similar to warrants except that they have a substantially shorter duration.
Rights and warrants may be considered more speculative than certain other types
of investments in that they do not entitle a holder to dividends or voting
rights with respect to the underlying securities nor do they represent any
rights in the assets of the issuing company. The value of a right or warrant
does not necessarily change with the value of the underlying security, although
the value of a right or warrant may decline because of a decrease in the value
of the underlying security, the passage of time or a change in perception as to
the potential of the underlying security, or any combination thereof. If the
market price of the underlying security is below the exercise price set forth in
the warrant on the expiration date, the warrant will expire worthless. Moreover,
a right or warrant ceases to have value if it is not exercised prior to the
expiration date.

Options. An option gives the purchaser of the option, upon payment of a premium,
the right to deliver to (in the case of a put) or receive from (in the case of a
call) the writer of the option a specified amount of a security on or before a
fixed date at a predetermined price. A call option written by the Fund is
"covered" if the Fund owns the underlying security, has an

6
<PAGE>

absolute and immediate right to acquire that security upon conversion or
exchange of another security it holds, or holds a call option on the underlying
security with an exercise price equal to or less than that of the call option it
has written. A put option written by the Fund is covered if the Fund holds a put
option on the underlying securities with an exercise price equal to or greater
than that of the put option it has written.

In purchasing an option, the Fund would be in a position to realize a gain if,
during the option period, the price of the underlying security increased (in the
case of a call) or decreased (in the case of a put) by an amount in excess of
the premium paid; otherwise the Fund would experience a loss equal to the
premium paid for the option.

If an option written by the Fund were exercised, the Fund would be obligated to
purchase (in the case of a put) or sell (in the case of a call) the underlying
security at the exercise price. The risk involved in writing an option is that,
if the option were exercised, the underlying security would then be purchased or
sold by the Fund at a disadvantageous price. These risks could be reduced by
entering into a closing transaction (i.e., by disposing of the option prior to
its exercise). The Fund retains the premium received from writing a put or call
option whether or not the option is exercised. The writing of covered call
options could result in increases in the Fund's portfolio turnover rate,
especially during periods when market prices of the underlying securities
appreciate.

Options on Securities Indices. An option on a securities index is similar to an
option on a security except that, rather than the right to take or make delivery
of a security at a specified price, an option on a securities index gives the
holder the right to receive, upon exercise of the option, an amount of cash if
the closing level of the chosen index is greater than (in the case of a call) or
less than (in the case of a put) the exercise price of the option.

Futures Contracts and Options on Futures Contracts. A "sale" of a futures
contract means the acquisition of a contractual obligation to deliver the
securities or other commodity called for by the contract at a specified price on
a specified date. A "purchase" of a futures contract means the incurring of an
obligation to acquire the securities, or other commodity called for by the
contract at a specified price on a specified date. The purchaser of a futures
contract on an index agrees to take or make delivery of an amount of cash equal
to the difference between a specified dollar multiple of the value of the index
on the expiration date of the contract ("current contract value") and the price
at which the contract was originally struck. No physical delivery of the
securities underlying the index is made.

Options on futures contracts written or purchased by the Fund will be traded on
U.S. exchanges. These investment techniques will be used only to hedge against
anticipated future changes in market conditions which otherwise might either
adversely affect the value of the Fund's portfolio securities or adversely
affect the prices of securities which the Fund intends to purchase at a later
date.

Illiquid Securities. The Fund will not maintain more than 15% of its net assets
in illiquid securities. Illiquid securities will generally include direct
placements or other securities that are subject to legal or contractual
restrictions on resale or for which there is no readily available market (e.g.,
when trading in the security is suspended or, in the case of unlisted
securities, when market makers do not exist or will not entertain bids or
offers).

Because of the absence of a trading market for illiquid securities, the Fund may
not be able to realize their full value upon sale. Regent will monitor the
illiquidity of such securities with respect to the Fund under the supervision of
the Directors of the Fund. To the extent permitted by applicable law, Rule 144A
securities will not be treated as "illiquid" for purposes of the foregoing
restriction so long as such securities meet liquidity guidelines established by
the Fund's Directors. The Fund may not be able to readily sell securities for
which there is no ready market.

General. The successful use of the foregoing investment practices draws upon
Alliance's special skills and experience with respect to such instruments and
usually depends on Alliance's ability to forecast price movements correctly.
Should prices move unexpectedly, the Fund may not achieve the anticipated
benefits of the transactions or may realize losses and thus be in a worse
position than if such strategies had not been used. In addition, the correlation
between movements in the prices of such instruments and movements in the prices
of the securities hedged will not be perfect and could produce unanticipated
losses.

The Fund's ability to dispose of its position in options depends on the
availability of liquid markets in such instruments. If a secondary market does
not exist with respect to an option purchased or written by the Fund, it might
not be possible to effect a closing transaction in the option (i.e., dispose of
the option) with the result that an option purchased by the Fund would have to
be exercised in order for the Fund to realize any profit. Therefore, no
assurance can be given that the Fund will be able to utilize these instruments
effectively for the purposes set forth above.

Future Developments. The Fund may, following written notice to its shareholders,
take advantage of other investment practices that are not currently contemplated
for use by the Fund or are not available but may yet be developed, to the extent
such investment practices are consistent with the Fund's investment objective
and legally permissible for the Fund. Such investment practices, if they arise,
may involve risks that exceed those involved in the activities described above.

Defensive Position. For temporary defensive purposes, the Fund may reduce its
position in equity securities and invest without limit in short-term, liquid,
high-grade debt securities, which may include U.S. Government securities, bank
deposits, money market instruments, short-term debt securities, including notes
and bonds. For a description of the types of securities in which the Fund may
invest while in a temporary defensive position, please see the Statement of
Additional Information.

7
<PAGE>

Portfolio Turnover. The portfolio turnover rate for the Fund is set forth under
"Financial Highlights." A higher rate of portfolio turnover involves
correspondingly greater brokerage and other expenses than a lower rate, which
must be borne by the Fund and its shareholders. High portfolio turnover also may
result in the realization of substantial net short-term capital gains. See
"Dividends, Distributions and Taxes" in the Fund's Statement of Additional
Information.

CERTAIN FUNDAMENTAL INVESTMENT POLICIES

In addition to its fundamental investment objective, the Fund has adopted the
following fundamental investment policies, which may not be changed without the
approval of its shareholders. Additional fundamental and non-fundamental
investment policies are set forth in the Statement of Additional Information.

The Fund may not: (i) purchase more than 10% of the outstanding voting
securities of any one issuer; (ii) invest 25% or more of the value of its total
assets in the same industry; (iii) borrow money or issue senior securities
except for temporary or emergency purposes in an amount not exceeding 5% of the
value of its total assets at the time the borrowing is made; or (iv) pledge,
mortgage, hypothecate or otherwise encumber any of its assets except in
connection with the writing of call options and except to secure permitted
borrowings.

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PURCHASE AND SALE
- --------------------------------------------------------------------------------
OF SHARES
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HOW TO BUY SHARES

You can purchase shares of the Fund at a price based on the next calculation of
their net asset value after receipt of a proper purchase order either through
broker-dealers, banks or other financial intermediaries, or directly through
Alliance Fund Distributors, Inc. ("AFD"), the Fund's principal underwriter. The
minimum initial investment is $250. The minimum for subsequent investments is
$50. Investments of $25 or more are allowed under the automatic investment
program. Share certificates are issued only upon request. See the Subscription
Application and Statement of Additional Information for more information.

Existing shareholders may make subsequent purchases by electronic funds transfer
if they have completed the appropriate section of the Subscription Application
or the Shareholder Options form obtained from Alliance Fund Services, Inc., the
Fund's registrar, transfer agent and dividend disbursing agent ("AFS").
Telephone purchase orders can be made by calling 800-221-5672 and may not exceed
$500,000.

The Fund offers three classes of shares through this Prospectus, Class A, Class
B and Class C. The Fund may refuse any order to purchase shares. In this regard,
the Fund reserves the right to restrict purchases of shares (including through
exchanges) when there appears to be evidence a pattern of frequent purchases and
sales made in response to short-term considerations.

Class A Shares--Initial Sales Charge Alternative

You can purchase Class A shares at net asset value plus an initial sales charge,
as follows:

Initial Sales Charge
As % of As % of Commission to
Net Amount Offering Dealer/Agent as %
Amount Purchased Invested Price of Offering Price
- --------------------------------------------------------------------------------
<S> <C> <C> <C>
Less than $100,000 4.44% 4.25% 4.00%
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$100,000 to
less than $250,000 3.36 3.25 3.00
- --------------------------------------------------------------------------------
$250,000 to
less than $500,000 2.30 2.25 2.00
- --------------------------------------------------------------------------------
$500,000 to
less than $1,000,000 1.78 1.75 1.50
- --------------------------------------------------------------------------------
</TABLE>

On purchases of $1,000,000 or more, you pay no initial sales charge but may pay
a contingent deferred sales charge (a "CDSC") equal to 1% of the lesser of net
asset value at the time of redemption or original cost if you redeem within one
year; Alliance may pay the dealer or agent a fee of up to 1% of the dollar
amount purchased. Certain purchases of Class A shares may qualify for reduced or
eliminated sales charges in accordance with the Fund's Combined Purchase
Privilege, Cumulative Quantity Discount, Statement of Intention, Privilege for
Certain Retirement Plans, Reinstatement Privilege and Sales at Net Asset Value
programs. Consult the Subscription Application and Statement of Additional
Information.

Class B Shares--Deferred Sales Charge Alternative

You can purchase Class B shares at net asset value without an initial sales
charge. The Fund will thus receive the full amount of your purchase. However,
you may pay a CDSC if you redeem shares within four years after purchase. The
amount of the CDSC (expressed as a percentage of the lesser of the current net
asset value or original cost) will vary according to the number of years from
the purchase of Class B shares until the redemption of those shares. The amount
of the CDSC for Class B shares is set forth below.

<TABLE>
<CAPTION>
Year Since Purchase CDSC
- --------------------------------------------------------------------------------
<S> <C>
First 4.0%
Second 3.0%
Third 2.0%
Fourth 1.0%
Fifth None
</TABLE>

Class B shares are subject to higher distribution fees than Class A for a period
of eight years (after which they convert to Class A shares). The higher fees
mean a higher expense ratio, so Class B shares pay correspondingly lower
dividends and may have a lower net asset value than Class A shares.

Class C Shares--Asset-Based Sales Charge Alternative

You can purchase Class C shares at net asset value without any initial sales
charge. The Fund will thus receive the full amount of your purchase, and, if you
hold your shares for one

8
<PAGE>

year or more, you will receive the entire net asset value of your shares upon
redemption. Class C shares incur higher distribution fees than Class A shares
and do not convert to any other class of shares of the Fund. The higher fees
mean a higher expense ratio, so Class C shares pay correspondingly lower
dividends and may have a lower net asset value than Class A Shares.

Class C shares redeemed within one year of purchase will be subject to a CDSC
equal to 1% of the lesser of their original cost or net asset value at the time
of redemption.

Application of the CDSC

Shares obtained from dividend or distribution reinvestment are not subject to
the CDSC. The CDSC is deducted from the amount of the redemption and is paid to
AFD. The CDSC will be waived on redemptions of shares following the death or
disability of a shareholder, to meet the requirements of certain qualified
retirement plans or pursuant to a monthly, bi-monthly or quarterly systematic
withdrawal plan. See the Statement of Additional Information.

How the Fund Values its Shares

The net asset value of each class of shares of the Fund is calculated by
dividing the value of the Fund's net assets allocable to that class by the
outstanding shares of that class. Shares are valued each day the New York Stock
Exchange (the "Exchange") is open as of the close of regular trading (currently
4:00 p.m. Eastern time). The securities in the Fund are valued at their current
market value determined on the basis of market quotations or, if such quotations
are not readily available, such other methods as the Fund's Directors believe
accurately reflects fair market value.

Employee Benefit Plans

Certain employee benefit plans, including employer-sponsored tax-qualified
401(k) plans and other defined contribution retirement plans ("Employee Benefit
Plans"), may establish requirements as to the purchase, sale or exchange of
shares, including maximum and minimum initial investment requirements, that are
different from those described in this Prospectus. Such Employee Benefit Plans
may also not offer all classes of shares of the Fund. In order to enable
participants investing through such Employee Benefit Plans to purchase shares of
the Fund, the maximum and minimum investment amounts may be different for shares
purchased through these Employee Benefit Plans from those described in this
Prospectus. In addition, the Class A, Class B and Class C CDSC may be waived for
investments made through such Employee Benefit Plans.

General

The decision as to which class of shares is more beneficial to you depends on
the amount and intended length of your investment. If you are making a large
investment, thus qualifying for a reduced sales charge, you might consider Class
A shares. If you are making a smaller investment, you might consider Class B
shares because 100% of your purchase is invested immediately. If you are unsure
of the length of your investment, you might consider Class C shares because
there is no initial sales charge and, as long as the shares are held for one
year or more, no CDSC. Consult your financial agent. Dealers and agents may
receive different compensation for selling Class A, Class B or Class C shares.
There is no size limit on purchases of Class A shares. The maximum purchase of
Class B shares is $250,000. The maximum purchase of Class C shares is
$1,000,000.

The Fund offers a fourth class of shares, Advisor Class shares, by means of a
separate prospectus. Advisor Class shares may be purchased and held solely by
(i) accounts established under a fee-based program sponsored and maintained by a
registered broker-dealer or other financial intermediary and approved by AFD,
(ii) a self-directed defined contribution employee benefit plan (e.g., a 401(k)
plan) that has at least 1,000 participants or $25 million in assets and (iii)
certain other categories of investors described in the prospectus for the
Advisor Class, including investment advisory clients of, and certain other
persons associated with, Alliance and its affiliates or the Fund. Advisor Class
shares are offered without any initial sales charge or CDSC and without an
ongoing distribution fee and are expected, therefore, to have different
performance than Class A, Class B or Class C shares. You can obtain more
information about Advisor Class shares by contacting AFS at 800-221-5672 or by
contacting your financial representative.

A transaction, service, administrative or other similar fee may be charged by
your broker-dealer, agent, financial intermediary or other financial
representative with respect to the purchase, sale or exchange of Class A, Class
B or Class C shares made through such financial representative. Such financial
intermediaries may also impose requirements with respect to the purchase, sale
or exchange of shares that are different from, or in addition to, those imposed
by the Fund, including requirements as to the minimum initial and subsequent
investment amounts.

In addition to the discount or commission paid to dealers or agents, AFD from
time to time pays additional cash or other incentives to dealers or agents,
including EQ Financial Consultants, Inc., an affiliate of AFD, in connection
with the sale of shares of the Fund. Such additional amounts may be utilized, in
whole or in part, in some cases together with other revenues of such dealers or
agents, to provide additional compensation to registered representatives who
sell shares of the Fund. On some occasions, such cash or other incentives will
be conditioned upon the sale of a specified minimum dollar amount of the shares
of the Fund and/or other Alliance Mutual Funds during a specific period of time.
Such incentives may take the form of payment for attendance at seminars, meals,
sporting events or theater performances, or payment for travel, lodging and
entertainment incurred in connection with travel by persons associated with a
dealer or agent and their immediate family members to urban or resort locations
within or outside the United States. Such dealer or agent may elect to receive
cash incentives of equivalent amount in lieu of such payments.

9
<PAGE>

HOW TO SELL SHARES

You may "redeem" (i.e., sell your shares in the Fund to the Fund) on any day the
Exchange is open, either directly or through your financial intermediary. The
price you will receive is the net asset value (less any applicable CDSC) next
calculated after the Fund receives your request in proper form. Proceeds
generally will be sent to you within seven days. However, for shares recently
purchased by check or electronic funds transfer, the Fund will not send proceeds
until it is reasonably satisfied that the check or electronic funds transfer has
been collected (which may take up to 15 days).

Selling Shares Through Your Broker

Your broker must receive your request before 4:00 p.m. Eastern time, and your
broker must transmit your request to the Fund by 5:00 p.m. Eastern time, for you
to receive that day's net asset value (less any applicable CDSC). Your broker is
responsible for furnishing all necessary documentation to the Fund and may
charge you for this service.

Selling Shares Directly To the Fund

Send a signed letter of instruction or stock power form to AFS, along with
certificates, if any, that represent the shares you want to sell. For your
protection, signatures must be guaranteed by a bank, a member firm of a national
stock exchange or other eligible guarantor institution. Stock power forms are
available from your financial intermediary, AFS, and many commercial banks.
Additional documentation is required for the sale of shares by corporations,
intermediaries, fiduciaries and surviving joint owners. For details contact:

Alliance Fund Services
P.O. Box 1520
Secaucus, NJ 07096-1520
800-221-5672

Alternatively, a request for redemption of shares for which no stock
certificates have been issued can also be made by telephone to 800-221-5672.
Telephone redemption requests must be made by 4:00 p.m. Eastern time on a Fund
business day in order to receive that day's net asset value, and, except for
certain omnibus accounts, may be made only once in any 30-day period. A
shareholder who has completed the appropriate section of the Subscription
Application, or the Shareholder Options form obtained from AFS, can elect to
have the proceeds of his or her redemption sent to his or her bank via an
electronic funds transfer. Proceeds of telephone redemptions also may be sent by
check to a shareholder's address of record. Redemption requests by electronic
funds transfer may not exceed $100,000 and redemption requests by check may not
exceed $50,000. Telephone redemption is not available for shares held in nominee
or "street name" accounts or retirement plan accounts or shares held by a
shareholder who has changed his or her address of record within the previous 30
calendar days.

General

The sale of shares is a taxable transaction for federal tax purposes. Under
unusual circumstances, the Fund may suspend redemptions or postpone payment for
up to seven days or longer, as permitted by federal securities law. The Fund
reserves the right to close an account that through redemption has remained
below $200 for 90 days. Shareholders will receive 60 days' written notice to
increase the account value before the account is closed.

During drastic economic or market developments, you might have difficulty in
reaching AFS by telephone, in which event you should issue written instructions
to AFS. AFS is not responsible for the authenticity of telephonic requests to
purchase, sell or exchange shares. AFS will employ reasonable procedures to
verify that telephone requests are genuine, and could be liable for losses
resulting from unauthorized transactions if it fails to do so. Dealers and
agents may charge a commission for handling telephonic requests. The telephone
service may be suspended or terminated at any time without notice.

SHAREHOLDER SERVICES

AFS offers a variety of shareholder services. For more information about these
services or your account, call AFS's toll-free number, 800-221-5672. Some
services are described in the attached Subscription Application. A shareholder
manual explaining all available services will be provided upon request. To
request a shareholder manual, call 800-227-4618.

HOW TO EXCHANGE SHARES

You may exchange your shares of the Fund for shares of the same class of other
Alliance Mutual Funds (including AFD Exchange Reserves, a money market fund
managed by Alliance). Exchanges of shares are made at the net asset value next
determined, without sales or service charges. Exchanges may be made by telephone
or written request. Telephone exchange requests must be received by AFS by 4:00
p.m. Eastern time on a Fund business day in order to receive that day's net
asset value.

Shares will continue to age without regard to exchanges for purpose of
determining the CDSC, if any, upon redemption and, in the case of Class B
shares, for the purpose of conversion to Class A shares. After an exchange, your
Class B shares will automatically convert to Class A shares in accordance with
the conversion schedule applicable to the Class B shares of the Alliance Mutual
Fund you originally purchased for cash ("original shares"). When redemption
occurs, the CDSC applicable to the original shares is applied.

Please read carefully the prospectus of the mutual fund into which you are
exchanging before submitting the request. Call AFS at 800-221-5672 to exchange
uncertificated shares. An exchange is a taxable capital transaction for federal
tax purposes. The exchange service may be changed, suspended, or terminated on
60 days' written notice.

10
<PAGE>

- --------------------------------------------------------------------------------
MANAGEMENT OF THE FUND
- --------------------------------------------------------------------------------

ADVISER

Alliance, which is a Delaware limited partnership with principal offices at 1345
Avenue of the Americas, New York, New York 10105, has been retained under an
advisory agreement (the "Advisory Agreement") to provide investment advice and,
in general, to conduct the management and investment program of the Fund,
subject to the general supervision and control of the Directors of the Fund.

Alliance is a leading international investment manager supervising client
accounts with assets as of September 30, 1997 totaling more than $217 billion
(of which approximately more than $81 billion represented the assets of
investment companies). Alliance's clients are primarily major corporate employee
benefit funds, public employee retirement systems, investment companies,
foundations and endowment funds. The 54 registered investment companies managed
by Alliance comprising 116 separate investment portfolios currently have over
two million shareholders. As of September 30, 1997, Alliance was an investment
manager of employee benefit plan assets for 28 of the Fortune 100 companies.

In rendering its services, Alliance will act through Regent, which was
established in 1994 when Alliance acquired Regent's predecessor, Regent Investor
Services, Inc. which was founded in 1982. As of September 30, 1997, Regent had
approximately $3.1 billion in assets under management on behalf of individuals,
endowments, foundations, trusts, corporations and retirement funds.

The Regent employee who will be responsible for the day-to-day management of the
Fund's portfolio is Eugene J. Lancaric. Mr. Lancaric is a Senior Vice President
and the Chief Investment Officer of Regent and has been employed by Regent since
April 1994. Prior thereto he was a Research Analyst at Strategic Economic
Decisions Inc. in Menlo Park, California, an investment research and software
development firm, since prior to 1991.

ACMC, the sole general partner of, and the owner of a 1% general partnership
interest in, Alliance, is an indirect wholly-owned subsidiary of The Equitable
Life Assurance Society of the United States ("Equitable"), one of the largest
life insurance companies in the United States, which is a wholly-owned
subsidiary of The Equitable Companies Incorporated, a holding company controlled
by AXA-UAP, a French insurance holding company. Certain information concerning
the ownership and control of Equitable by AXA-UAP is set forth in the Fund's
Statement of Additional Information under "Management of the Fund."

Under the Advisory Agreement, the Fund pays Alliance a fee at the annual rate of
.75% of the Fund's average daily net assets. The fee is accrued daily and paid
monthly.

Performance of Similarly Managed Portfolios. Regent has ultimate responsibility
over investment decisions for institutional accounts without significant
client-imposed restrictions (the "Historical Portfolios"). The Historical
Portfolios have substantially the same investment objective and policies and
have been managed in accordance with essentially the same investment strategies
and techniques as those for the Fund. See "Investment Objective and Policies."
The Historical Portfolios are not subject to certain limitations,
diversification requirements and other restrictions imposed under the 1940 Act
and the Code to which the Fund, as a registered investment company, is subject
and which, if applicable to the Historical Portfolios, may have adversely
affected the performance results of the Historical Portfolios. See "Investment
Objective and Policies."

Set forth below is performance data provided by Regent relating to the
Historical Portfolios. As of September 30, 1997, the assets in the Historical
Portfolios totaled approximately $790 million. The average size of an
institutional account in the Historical Portfolios is $16 million. Each
Historical Portfolio has a nearly identical composition of individual investment
holdings and related percentage weightings.

The performance data for the Historical Portfolios is net of all fees (including
brokerage commissions) charged to those accounts. The performance data is
computed in accordance with standards formulated by the Association of
Investment Management and Research and has not been adjusted to reflect any fees
that will be payable by the Fund, which are higher than the fees imposed on the
Historical Portfolios and will result in a higher expense ratio and lower
returns for the Fund. Expenses associated with the distribution of Class A,
Class B and Class C shares of the Fund in accordance with the plan adopted by
the Fund's Board of Directors pursuant to Rule 12b-1 under the 1940 Act are also
excluded. The performance data also have not been adjusted for corporate or
individual taxes, if any, payable by the account owners.

Regent has calculated the investment performance of the Historical Portfolios on
a trade-date basis. Dividends have been accrued at the end of the month and cash
flows weighted daily. Composite investment performance for all portfolios has
been determined on an asset-weighted basis. New accounts are included in the
composite investment performance computations at the beginning of the quarter
following the initial contribution. The total returns set forth below are
calculated using a method that links the monthly return amounts for the
disclosed periods, resulting in a time-weighted rate of return.

As reflected below, the Historical Portfolios have, over time, performed
favorably when compared with the performance of the S&P 500. The S&P 500 is a
widely recognized, unmanaged index of market activity based upon the aggregate
performance of a selected portfolio of publicly traded common stocks, including
monthly adjustments to reflect the reinvestment of dividends and other
distributions. The S&P 500 reflects the total return of securities comprising
the Index, including changes in market prices as well as accrued investment
income, which is presumed to be reinvested. To the extent the Fund does not
invest in U.S. common stocks or utilizes investment techniques such as futures
or options, the S&P 500 may not be substantially comparable to the Fund. The S&P
500

11
<PAGE>

is included to illustrate material economic and market factors that existed
during the time period shown. The S&P 500 does not reflect the deduction of any
fees. If the Fund were to purchase a portfolio of securities substantially
identical to the securities comprising the S&P 500 Index, the Fund's performance
relative to the Index would be reduced by the Fund's expenses, including
brokerage commissions, advisory fees, distribution fees, custodial fees,
transfer agency costs and other administrative expenses, as well as by the
impact on the Fund's shareholders of sales charges and income taxes.

The following performance data are provided solely to illustrate the past
performance of Regent in managing the Historical Portfolios and the Fund as
measured against the S&P 500, a broad based market index. Investors should not
rely on the following performance data of the Historical Portfolios as an
indication of future performance of the Fund. The composite investment
performance for the periods presented may not be indicative of future rates of
return. Other methods of computing investment performance may produce different
results, and the results for different periods may vary.

SCHEDULE OF INVESTMENT PERFORMANCE --
HISTORICAL PORTFOLIOS*

<TABLE>
<CAPTION>
Alliance/Regent S&P 500
Sector Opportunity Historical Total
Average Annual Total Return Fund Portfolios** Return
- --------------------------- ------------------ ------------ ------
<S> <C> <C> <C>
4/1/94 - 12/31/94*** -- 6.54% 7.14%
1/1/95 - 12/31/95 -- 40.36% 37.55%
1/1/96 - 12/31/96 -- 28.91% 22.92%
1/1/97 - 9/30/97*** 23.45 47.25% 41.36%

Cumulative Total Return
- -----------------------
4/1/94 - 9/30/97 N.A. 153.64% 130.84%
</TABLE>

- ----------

* Total return is a measure of investment performance that is based upon the
change in value of an investment from the beginning to the end of a
specified period and assumes reinvestment of all dividends and other
distributions. The basis of preparation of this data is described in the
preceding discussion. Total returns for the Fund are for Class A shares,
with imposition of the maximum 4.25% sales charge.

** Assumes imposition of the maximum advisory fee charged by Regent for any
Historical Portfolio for the period involved, although not the impact of
the payment of that fee on a quarterly rather than an annual basis and the
compounding effect thereof over the periods, for which return information
is provided, which would correspondingly reduce the returns presented.

*** Annualized. Annualized performance for the Fund for the period since
inception on December 16, 1996 was 22.03%

DISTRIBUTION SERVICES AGREEMENT

Rule 12b-1 adopted by the Commission under the 1940 Act permits an investment
company to pay expenses associated with the distribution of its shares in
accordance with a duly adopted plan. The Fund has adopted a "Rule 12b-1 plan"
(the "Plan") and has entered into a Distribution Services Agreement (the
"Agreement") with AFD. Pursuant to the Plan, the Fund pays to AFD a Rule 12b-1
distribution services fee, which may not exceed an annual rate of .30% of the
Fund's aggregate average daily net assets attributable to the Class A shares,
1.00% of the Fund's aggregate average daily net assets attributable to the Class
B shares and 1.00% of the Fund's aggregate average daily net assets attributable
to the Class C shares for distribution expenses. The Plan provides that a
portion of the distribution services fee in an amount not to exceed .25% of the
aggregate average daily net assets of the Fund attributable to each of the Class
A, Class B and Class C shares constitutes a service fee used for personal
service and/or the maintenance of shareholder accounts.

The Plan provides that AFD will use the distribution services fee received from
the Fund in its entirety for payments (i) to compensate broker-dealers or other
persons for providing distribution assistance, (ii) to otherwise promote the
sale of shares of the Fund, and (iii) to compensate broker-dealers, depository
institutions and other financial intermediaries for providing administrative,
accounting and other services with respect to the Fund's shareholders. In this
regard, some payments under the Plan are used to compensate financial
intermediaries with trail or maintenance commissions in an amount equal to .25%,
annualized, with respect to Class A shares and Class B shares, and 1.00%,
annualized, with respect to Class C shares, of the assets maintained in the Fund
by its customers. Distribution services fees received from the Fund with respect
to Class A shares will not be used to pay any interest expenses, carrying
charges or other financing costs or allocation of overhead of AFD. Distribution
services fees received from the Fund with respect to Class B and Class C shares
may be used for these purposes. The Plan also provides that Alliance may use its
own resources to finance the distribution of the Fund's shares.

The Fund is not obligated under the Plan to pay any distribution services fee in
excess of the amounts set forth above. With respect to Class A shares of the
Fund, distribution expenses accrued by AFD in one fiscal year may not be paid
from distribution services fees received from the Fund in subsequent fiscal
years. AFD's compensation with respect to Class B and Class C shares under the
Plan is directly tied to the expenses incurred by AFD. Actual distribution
expenses for such Class B and Class C shares for any given year, however, will
probably exceed the distribution services fees payable under the Plan with
respect to the class involved and payments received from CDSCs. The excess will
be carried forward by AFD and reimbursed from distribution services fees payable
and payments subsequently received through CDSCs, so long as the Plan and the
Agreement are in effect.

The amount of unreimbursed distribution expenses incurred as of the end of the
Fund's most recently completed fiscal period and carried over for reimbursement
in future years, in absolute terms as a percentage of net assets attributable to
the class were, as of that time, $237,189 (9.94%) for Class B shares and $23,078
(10.59%) for Class C shares.

The Plan is in compliance with rules of the National Association of Securities
Dealers, Inc. which effectively limit the annual asset-based sales charges and
service fees that a mutual fund may pay on a class of shares to .75% and .25%,
respectively, of the average annual net assets attributable to that class. The
rules also limit the aggregate of all front-end, deferred and asset-based sales
charges imposed with respect

12
<PAGE>

to a class of shares by a mutual fund that also charges a service fee to 6.25%
of cumulative gross sales of shares of that class, plus interest at the prime
rate plus 1% per annum.

The Glass-Steagall Act and other applicable laws may limit the ability of a bank
or other depository institution to become an underwriter or distributor of
securities. However, in the opinion of the Fund's management, based on the
advice of counsel, these laws do not prohibit such depository institutions from
providing services for investment companies such as the administrative,
accounting and other services referred to in the Agreement. In the event that a
change in these laws prevented a bank from providing such services, it is
expected that other service arrangements would be made and that shareholders
would not be adversely affected.

- --------------------------------------------------------------------------------
DIVIDENDS, DISTRIBUTIONS
- --------------------------------------------------------------------------------
AND TAXES
- --------------------------------------------------------------------------------

DIVIDENDS AND DISTRIBUTIONS

If you receive an income dividend or capital gains distribution in cash you may,
within 120 days following the date of its payment, reinvest the dividend or
distribution in additional shares of the Fund without charge by returning to
Alliance, with appropriate instructions, the check representing such dividend or
distribution. Thereafter, unless you otherwise specify, you will be deemed to
have elected to reinvest all subsequent dividends and distributions in shares of
the Fund.

Each income dividend and capital gains distribution, if any, declared by the
Fund on its outstanding shares will, at the election of each shareholder, be
paid in cash or in additional shares of the Fund having an aggregate net asset
value as of the payment date of such dividend or distribution equal to the cash
amount of such income dividend or distribution. Election to receive income
dividends and distributions in cash or shares is made at the time shares are
initially purchased and may be changed at any time prior to the record date for
a particular dividend or distribution. Cash dividends can be paid by check or,
if the shareholder so elects, electronically via the ACH network. There is no
sales or other charge in connection with the reinvestment of dividends and
capital gains distributions. Dividends paid by the Fund, if any, with respect to
Class A, Class B and Class C shares will be calculated in the same manner at the
same time on the same day and will be in the same amount, except that the higher
distribution services fees applicable to Class B and C shares, and any
incremental transfer agency costs relating to Class B shares, will be borne
exclusively by the class to which they relate.

While it is the intention of the Fund to distribute to its shareholders
substantially all of each fiscal year's net income and net realized capital
gains, if any, the amount and time of any such dividend or distribution must
necessarily depend upon the realization by the Fund of income and capital gains
from investments. There is no fixed dividend rate, and there can be no assurance
that the Fund will pay any dividends or realize any capital gains.

If you buy shares just before the Fund deducts a distribution from its net asset
value, you will pay the full price for the shares and then receive a portion of
the price back as a taxable distribution.

U.S. FEDERAL INCOME TAXES

The Fund intends to qualify to be taxed as a "regulated investment company"
under the Code. To the extent that the Fund distributes its taxable income and
net capital gain to its shareholders, qualification as a regulated investment
company relieves the Fund of federal income and excise taxes on that part of its
taxable income including net capital gains which it pays out to its
shareholders. Dividends out of net ordinary income and distributions of net
short-term capital gains are taxable to the recipient shareholders as ordinary
income. In the case of corporate shareholders, such dividends may be eligible
for the dividends-received deduction, except that the amount eligible for the
deduction is limited to the amount of qualifying dividends received by the Fund.
A corporation's dividends-received deduction generally will be disallowed unless
the corporation holds shares in the Fund at least 46 days during the 90-day
period beginning 45 days before the date on which the corporation becomes
entitled to receive the dividend. Furthermore, the dividends-received deduction
will be disallowed to the extent a corporation's investment in shares of the
Fund is financed with indebtedness.

Under current federal tax law, the amount of an income dividend or capital gains
distribution declared by the Fund during October, November or December of a year
to shareholders of record as of a specified date in such a month that is paid
during January of the following year is includable in the prior year's taxable
income of shareholders that are calendar year taxpayers.

13
<PAGE>

six months or less and during that period received a distribution of net capital
gains, any loss realized on the sale of such shares during such six-month period
would be a long-term capital loss to the extent of such distribution.

A dividend or capital gains distribution with respect to shares of the Fund held
by a tax-deferred or qualified plan, such as an individual retirement account,
403(b)(7) retirement plan or corporate pension or profit-sharing plan, generally
will not be taxable to the plan. Distributions from such plans will be taxable
to individual participants under applicable tax rules without regard to the
character of the income earned by the qualified plan.

The Fund will be required to withhold 31% of any payments made to a shareholder
if the shareholder has not provided a certified taxpayer identification number
to the Fund, or the Secretary of the Treasury notifies the Fund that a
shareholder has not reported all interest and dividend income required to be
shown on the shareholder's federal income tax return.

Shareholders will be advised annually as to the federal tax status of dividends
and capital gains and return of capital distributions made by the Fund for the
preceding year. Distributions by the Fund may be subject to state and local
taxes. Shareholders are urged to consult their tax advisers regarding their own
tax situation.

- --------------------------------------------------------------------------------
GENERAL INFORMATION
- --------------------------------------------------------------------------------

PORTFOLIO TRANSACTIONS

Consistent with the Conduct Rules of the National Association of Securities
Dealers, Inc., and subject to seeking best price and execution, the Fund may
consider sales of its shares as a factor in the selection of dealers to enter
into portfolio transactions with the Fund.

ORGANIZATION

Alliance/Regent Sector Opportunity Fund, Inc. is a Maryland corporation
organized on July 15, 1996. It is anticipated that annual shareholder meetings
will not be held; shareholder meetings will be held only when required by
federal or state law. Shareholders have available certain procedures for the
removal of Directors.

A shareholder in the Fund will be entitled to share pro rata with other holders
of the same class of shares all dividends and distributions arising from the
Fund's assets and, upon redeeming shares, will receive the then current net
asset value of the Fund represented by the redeemed shares less any applicable
CDSC. The Fund is empowered to establish, without shareholder approval,
additional portfolios, which may have different investment objectives, and
additional classes of shares. If an additional portfolio or class were
established in the Fund, each share of the portfolio or class would normally be
entitled to one vote for all purposes. Generally, shares of each portfolio and
class would vote together as a single class on matters, such as the election of
Directors, that affect each portfolio and class in substantially the same
manner. Class A, Class B, Class C and Advisor Class shares have identical
voting, dividend, liquidation and other rights, except that each class bears its
own transfer agency expenses, each of Class A, Class B and Class C shares bears
its own distribution expenses and Class B shares and Advisor Class shares
convert to Class A shares under certain circumstances. Each class of shares
votes separately with respect to the Fund's Rule 12b-1 distribution plan and
other matters for which separate class voting is appropriate under applicable
law. Shares are freely transferable, are entitled to dividends as determined by
the Directors and, in liquidation of the Fund, are entitled to receive the net
assets of the Fund. Certain additional matters relating to the Fund's
organization are discussed in its Statement of Additional Information.

REGISTRAR, TRANSFER AGENT AND
DIVIDEND-DISBURSING AGENT

AFS, an indirect wholly-owned subsidiary of Alliance, located at 500 Plaza
Drive, Secaucus, New Jersey 07094, acts as the Fund's registrar, transfer agent
and dividend-disbursing agent for a fee based upon the number of shareholder
accounts maintained for the Fund. The transfer agency fee with respect to the
Class B shares will be higher than the transfer agency fee with respect to the
Class A shares or Class C shares.

PRINCIPAL UNDERWRITER

AFD, an indirect wholly-owned subsidiary of Alliance, located at 1345 Avenue of
the Americas, New York, New York 10105, is the principal underwriter of shares
of the Fund.

PERFORMANCE INFORMATION

From time to time, the Fund advertises its "total return", which is computed
separately for Class A, Class B and Class C shares. Such advertisements disclose
the Fund's average annual compounded total return for the periods prescribed by
the Commission. The Fund's total return for each such period is computed by
finding, through the use of a formula prescribed by the Commission, the average
annual compounded rate of return over the period that would equate an assumed
initial amount invested to the value of the investment at the end of the period.
For purposes of computing total return, income dividends and capital gains
distributions paid on shares of the Fund are assumed to have been reinvested
when paid and the maximum sales charges applicable to purchases and redemptions
of the Fund's shares are assumed to have been paid. The Fund's advertisements
may quote performance rankings or ratings of the Fund by financial publications
or independent organizations such as Lipper Analytical Services, Inc. and
Morningstar, Inc. or compare the Fund's performance to various indices.

ADDITIONAL INFORMATION

This Prospectus and the Statement of Additional Information, which has been
incorporated by reference herein, do not contain all the information set forth
in the Registration Statement filed by the Fund with the Commission under the
Securities Act. Copies of the Registration Statement may be obtained at a
reasonable charge from the Commission or may be examined, without charge, at the
offices of the Commission in Washington, D.C.

This prospectus does not constitute an offering in any state in which such
offering may not lawfully be made.

14
<PAGE>

- --------------------------
Alliance/Regent Sector
Opportunity Fund
Subscription Application
- --------------------------

To Open Your New Alliance Account...
Please complete the application and mail it to:
Alliance Fund Services, Inc.
P.O. Box 1520
Secaucus, New Jersey 07096-1520

For certified or overnight deliveries, send to:
Alliance Fund Services, Inc.
500 Plaza Drive
Secaucus, New Jersey 07094
Section 1 Your Account Registration (Required)
Complete one of the available choices. To ensure
proper tax reporting to the IRS:

. Individuals, Joint Tenants, Transfer on Death
and Gift/Transfer to a Minor:
. Indicate your name(s) exactly as it appears
on your social security card.

. Transfer on Death:
. Ensure that your state permits such transfers.

. Trust/Other:
. Indicate the name of the entity exactly as it
appeared on the notice you received from the
IRS when your Employer Identification number
was assigned.

Section 2 Your Address (Required) Complete in full.
. Non-Resident Alien:
. Indicate your permanent country of residence.

Section 3 Your Initial Investment (Required)
/1/ Write the three digit fund number in the column titled
'Indicate three digit fund number located below'.
/2/ Write the dollar amount of your initial purchase in the
column titled 'Indicate Dollar Amount'.
(If you are eligible for a reduced sales charge, you must
also complete Section 4F). /3/ Check off a distribution
option for your dividends. /4/ Check off a distribution
option for your capital gains. All distributions (dividends and
capital gains) will be reinvested into your fund account
unless you direct otherwise. If you want distributions
sent directly to your bank account, then you must complete
Section 4D and attach a preprinted, voided check for that
account. If you want your distributions sent to a third
party you must complete Section 4E.
<PAGE>

SECTION 4 YOUR SHAREHOLDER OPTIONS (COMPLETE
ONLY THOSE OPTIONS YOU WANT)
A. AUTOMATIC INVESTMENT PLANS (AIP) - You can
make periodic investments into any of your
Alliance Funds in one of three ways. First,
by a periodic withdrawal ($25 minimum) directly
from your bank account and invested into an
Alliance Fund. Second, you can direct your
distributions (dividends and capital gains)
from one Alliance Fund into another Fund. Or
third, you can automatically exchange monthly
($25 minimum) shares of one Alliance Fund for
shares of another Fund. To elect one of these
options, complete the appropriate portion of
Section 4A & 4D. If more than one dividend
direction or monthly exchange is desired, please
call our Literature Center to obtain a Shareholder
Account Services Options Form for completion.
B. TELEPHONE TRANSACTIONS VIA EFT - Complete
this option if you would like to be able to
transact via telephone between your fund account
and your bank account.
C. SYSTEMATIC WITHDRAWAL PLANS (SWP) - Complete
this option if you wish to periodically redeem
dollars from one of your fund accounts. Payments can be
made via Electronic Funds Transfer (EFT) to your bank
account or by check.
D. BANK INFORMATION - If you have elected any
options that involve transactions between your
bank account and your fund account or have elected
cash distribution options and would like the payments
sent to your bank account, please tape a preprinted,
voided check of the account you wish to use to this
section of the application.
E. THIRD PARTY PAYMENT DETAILS - If you have chosen
cash distributions and/or a Systematic Withdrawal Plan
and would like the payments sent to a person and/or
address other than those provided in section 1 or 2,
complete this option. Medallion Signature Guarantee
is required if your account is not maintained by
a broker dealer.
F. REDUCED CHARGES (CLASS A ONLY) - Complete
if you would like to link fund accounts that
have combined balances that might exceed $100,000
so that future purchases will receive discounts.
Complete if you intend to purchase over $100,000
within 13 months.

SECTION 5 SHAREHOLDER AUTHORIZATION (REQUIRED)
All owners must sign. If it is a custodial,
corporate, or trust account, the custodian, an
authorized officer, or the trustee respectively
must sign.

IF WE CAN ASSIST YOU IN ANY WAY, PLEASE DO NOT
HESITATE TO CALL US AT: (800) 221-5672.

- ---------------------------------------------
FOR LITERATURE CALL: (800) 227-4618
- ---------------------------------------------
<PAGE>

ALLIANCE/REGENT SECTOR OPPORTUNITY FUND SUBSCRIPTION APPLICATION

- --------------------------------------------------------------------------------
1. YOUR ACCOUNT REGISTRATION (Please Print in Capital Letters and Mark Check
Boxes Where Applicable)
- --------------------------------------------------------------------------------

[_] INDIVIDUAL ACCOUNT { [_] MALE [_] FEMALE } -OR- [_] JOINT ACCOUNT -OR-

[_] TRANSFER ON DEATH { [_] MALE [_] FEMALE } -OR- [_] GIFT/TRANSFER TO A MINOR

[_][_][_][_][_][_][_][_][_][_] [_] [_][_][_][_][_][_][_][_][_][_]
Owner or Custodian (First Name) (MI) (Last Name)

[_][_][_][_][_][_][_][_][_][_] [_] [_][_][_][_][_][_][_][_][_][_]
(First Name) Joint Owner*, Transfer (MI) (Last Name)
On Death Beneficiary or Minor's Name

[_][_][_] - [_][_] - [_][_][_][_] IF UNIFORM GIFT/TRANSFER
Social Security Number of Owner TO MINOR ACCOUNT:
or Minor (required to open account)

IF JOINT TENANTS ACCOUNT: *The Account will [_][_] MINOR'S STATE OF RESIDENCE
be registered "Joint Tenants with right of
Survivorship" unless you indicate
otherwise below:

[_] IN COMMON [_] BY ENTIRETY [_] COMMUNITY PROPERTY

[_] TRUST -OR- [_] CORPORATION -OR- [_] OTHER __________________________

[_][_][_][_][_][_][_][_][_][_] [_] [_][_][_][_][_][_][_][_][_]
Name of Trustee if applicable (MI) (Last Name)
(First Name)

[_][_][_][_][_][_][_][_][_][_][_][_][_][_][_][_][_][_][_][_][_][_]
Name of Trust or Corporation or Other Entity

[_][_][_][_][_][_][_][_][_][_][_][_][_][_][_][_][_][_][_][_][_][_]
Name of Trust or Corporation or Other Entity continued

[_][_][_][_][_][_][_][_] [_][_][_][_][_][_][_][_][_]
Trust Dated (MM,DD,YYYY) Tax ID Number (required to
open account)

[_] Employer ID Number -OR-
[_] Social Security
Number

- --------------------------------------------------------------------------------
2. YOUR ADDRESS
- --------------------------------------------------------------------------------

[_][_][_][_][_][_][_] [_][_][_][_][_][_][_][_][_][_][_][_][_][_]
Street Number Street Name

[_][_][_][_][_][_][_][_][_][_][_][_][_] [_][_] [_][_][_][_][_]
City State Zip Code

[_][_][_][_][_][_][_][_][_] [_][_][_] - [_][_][_] - [_][_][_][_]
If Non-U.S., Specify Country Daytime Phone Number

[_] U.S. Citizen [_] Resident Alien [_] Non-Resident Alien

Alliance Capital[LOGO](R)

1
<PAGE>

- --------------------------------------------------------------------------------
3. YOUR INITIAL INVESTMENT THE MINIMUM INVESTMENT IS $250 PER FUND.
THE MAXIMUM INVESTMENT IN CLASS B IS $250,000;
CLASS C IS $1,000,000.
- --------------------------------------------------------------------------------
I hereby subscribe for shares of the Regent Sector Opportunity Fund and elect
distribution options as indicated.

BROKER/DEALER USE ONLY: Wire Confirm # DIVIDEND AND CAPITAL GAIN
[_][_][_][_][_][_][_][_] DISTRIBUTION OPTIONS:
R REINVEST DISTRIBUTIONS into my
- ----------------------
fund account.

C SEND MY DISTRIBUTIONS IN CASH to
- -----------------------------
the address I have provided in
Section 2. (Complete Section 4D
for direct deposit to your bank
account. Complete Section 4E for
payment to a third party)

D DIRECT MY DISTRIBUTIONS TO
- --------------------------
ANOTHER ALLIANCE FUND. Complete
---------------------
the appropriate portion of
Section 4A to direct your
distributions (dividends and
capital gains) to another
Alliance Fund (the $250 minimum
investment requirement applies to
Funds into which distributions
are directed).

MAKE ALL Indicate three Distributions Options
CHECKS digit Fund *Check One*
PAYABLE TO: number located Indicate Dollar Amount -------------------------
ALLIANCE below Dividends Capital Gains
- -------- --------------- ------------------------ -------------------------
FUNDS [_][9][0] $[_________________] [R][C][D] [R][C][D]
- -----

- --------------------------------------------------------------------------------
ALLIANCE REGENT OPPORTUNITY FUND NUMBERS
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Contingent
Initial Sales Deferred Sales Asset-Based Sales
Charge Charge Charge
A B C
------------- -------------- -----------------
<S> <C> <C> <C>
Alliance Regent Sector Opportunity Fund 190 290 390
</TABLE>
<PAGE>

- -------------------------------------------------------------------------------
4. YOUR SHAREHOLDER OPTIONS
- -------------------------------------------------------------------------------
A. AUTOMATIC INVESTMENT PLANS (AIP)

[_] WITHDRAW FROM MY BANK ACCOUNT VIA EFT*
I authorize Alliance to draw on my bank account for investment in my fund
account(s) as indicated below (Complete Section 4D also for the bank
account you wish to use).

*Electronic Funds Transfer. Your bank must be a member of the National
Automated Clearing House Association (NACHA)

[_] DIRECT MY DISTRIBUTIONS
As indicated in Section 3, I would like my dividends and/or capital gains
directed to the same class of shares of another Alliance Fund.

FROM: [_][_][_] [_][_][_][_][_][_][_][_][_][_] - [_]
---- Fund Number Account Number (if existing)

TO: [_][_][_] [_][_][_][_][_][_][_][_][_][_] - [_]
-- Fund Number Account Number (if existing)

[_] EXCHANGE MY SHARES MONTHLY
I authorize Alliance to transact monthly exchanges, within the same class of
shares, between my fund accounts as listed below.

FROM: [_][_][_] [_][_][_][_][_][_][_][_][_][_] - [_]
---- Fund Number Account Number (if existing)

[_][_],[_][_][_].00 [_][_]
Amount ($25 minimum) Day of Exchange**

TO: [_][_][_] [_][_][_][_][_][_][_][_][_][_] - [_]
-- Fund Number Account Number (if existing)

**Shares exchanged will be redeemed at the net asset value on the "Day of
Exchange" (If the "Day of Exchange" is not a fund business day, the exchange
transaction will be processed on the next fund business day). The exchange
privilege is not available if stock certificates have been issued.

B. PURCHASES AND REDEMPTIONS VIA EFT
You can call our toll-free number 1-800-221-5672 and instruct Alliance Fund
Services, Inc. in a recorded conversation to purchase, redeem or exchange
shares for your account. Purchase and redemption requests will be processed
via electronic funds transfer (EFT) to and from your bank account.
Instructions: . Review the information in the Prospectus about
telephone transaction services.
. If you select the telephone purchase or redemption
privilege, you must write "VOID" across the face of a
check from the bank account you wish to use and attach
it to Section 4D of this application.

[_] PURCHASES AND REDEMPTIONS VIA EFT
I hereby authorize Alliance Fund Services, Inc. to effect the purchase
and/or redemption of Fund shares for my account according to my telephone
instructions or telephone instructions from my Broker/Agent, and to withdraw
money or credit money for such shares via EFT from the bank account I have
selected.

- -------------------------------------------------------------------------------
For shares recently purchased by check or electronic funds transfer,
redemption proceeds may not be made available until the Fund is reasonably
assured the check or electronic funds transfer has been collected, normally
15 calendar days after the purchase date.
- -------------------------------------------------------------------------------

3
<PAGE>

- -------------------------------------------------------------------------------
4. YOUR SHAREHOLDER OPTIONS (CONTINUED)
- -------------------------------------------------------------------------------
C. SYSTEMATIC WITHDRAWAL PLANS (SWP)
In order to establish a SWP, you must reinvest all dividends and capital
gains.

[_] I authorize Alliance to transact periodic redemptions from my fund
account and send the proceeds to me as indicated below.

Please send my SWP proceeds to:

[_] My Address of Record (via check) [_] My checking account-via
EFT (complete section 4D)
Your bank must be a member
of the National Automated
Clearing House Association
(NACHA) in order for you to
receive SWP proceeds
[_] The Payee and address specified in directly into your bank
section 4E (via check) account. Otherwise payment
(Medallion Signature Guarantee required) will be made by check.

D. BANK INFORMATION This bank account information will be used for:

[_] Distributions (Section 3) [_] Telephone Transactions
(Section 4B)

[_] Automatic Investments (Section 4A) [_] Withdrawals (Section 4C)

- -------------------------------------------------------------------------------
PLEASE TAPE A PRE-PRINTED VOIDED CHECK HERE*
- -------------------------------------------------------------------------------
- --------------------------------------------------------
VOID
*The above services
103 cannot be
J. SMITH established without
123 MAIN STREET a pre-printed voided
ANYTOWN, USA 12345 ___________________ 19__ check.

For EFT transactions,
PAY TO THE the fund requires
ORDER OF__________________________ $__________________ signatures of bank
account owners
______________________________________________ DOLLARS exactly as they
appear on bank
YOUR BANK records. If the
123 STREET registration at the
ANYTOWN, USA 12345 bank differs from
that on the Alliance
mutual fund, all
NOTE ___________________ __________________________ parties must sign in
Section 5.
:0 0 0 0 0 0 0 0 0: 1 0 3 0 0 0 0 0 0 0 0 0: 765
- --------------------------------------------------------
ABA Routing Number Check Bank Account Number
Number

[_][_][_][_][_][_][_][_][_] [_][_][_][_][_][_][_][_][_][_][_][_][_]
Your Bank's ABA Routing Number Your Bank Account Number

[_] Checking Account [_] Savings Account

4
<PAGE>

- --------------------------------------------------------------------------------
4. YOUR SHAREHOLDER OPTIONS (CONTINUED)
- --------------------------------------------------------------------------------
E. THIRD PARTY PAYMENT DETAILS Your signature(s) in Section 5 must be Medallion
Signature Guaranteed if your account is not maintained by a broker/dealer. This
third party payee information will be used for:

[_] Distributions (section 3) [_] Systematic Withdrawals (section 4C)

[_][_][_][_][_][_][_][_][_][_] [_] [_][_][_][_][_][_][_][_][_][_]
Name (First Name) (MI) (Last Name)

[_][_][_][_][_][_][_] [_][_][_][_][_][_][_][_][_][_][_][_][_][_]
Street Number Street Name

[_][_][_][_][_][_][_][_][_][_][_][_][_][_][_] [_][_] [_][_][_][_][_]
City State Zip Code

F. REDUCED CHARGES (CLASS A ONLY) If you, your spouse or minor children own
shares in other Alliance funds, you may be eligible for a reduced sales
charge. Please complete the Right of Accumulation section or the Statement of
Intent section.

[_] A. Right of Accumulation
Please link the tax identification numbers or account numbers listed
below for Right of Accumulation privileges, so that this and future
purchases will receive any discount for which they are eligible.

[__________________] [____________________] [_________________]
TAX ID OR ACCOUNT TAX ID OR ACCOUNT TAX ID OR ACCOUNT
NUMBER NUMBER NUMBER

[_] B. STATEMENT OF INTENT
I want to reduce my sales charge by agreeing to invest the following
amount over a 13-month period:

[_] $100,000 [_] $250,000 [_] $500,000 [_] $1,000,000

If the full amount indicated is not purchased within 13 months, I
understand that an additional sales change must be paid from my
account.

- --------------------------------------------------------------------------------
DEALER/AGENT AUTHORIZATION - FOR SELECTED DEALERS OR AGENTS ONLY.
- --------------------------------------------------------------------------------
We hereby authorize Alliance Fund Services, Inc. to act as our agent in
connection with transactions under this authorization form; and we guarantee the
signature(s) set forth in Section 5, as well as the legal capacity of the
shareholder.

[____________________________________] [______________________________________]
Dealer/Agent Firm Authorized Signature

[______________________________] [___] [______________________________________]
Representative First Name MI Last Name

[____________________________________] [______________________________________]
Dealer/Agent Firm Number Representative Number

[____________________________________] [______________________________________]
Branch Number Branch Telephone Number

[______________________________________________________________________________]
Branch Office Address

[____________________________________] [_][_] [______________________________]
City State Zip Code

5
<PAGE>

- --------------------------------------------------------------------------------
5. SHAREHOLDER AUTHORIZATION -- THIS SECTION MUST BE COMPLETED
----
- --------------------------------------------------------------------------------
Telephone Exchanges and Redemptions by Check

Unless I have checked one or both boxes below, these privileges will
automatically apply, and by signing this application, I hereby authorize
Alliance Fund Services, Inc. to act on my telephone instructions, or on
telephone instructions from any person representing himself to be an
authorized employee of an investment dealer or agent requesting a
redemption or exchange on my behalf. (NOTE: Telephone exchanges may only
be processed between accounts that have identical registrations.)
Telephone redemption checks will only be mailed to the name and address
of record; and the address must not have changed within the last 30
days. The maximum telephone redemption amount is $50,000 for redemptions
by check. This service can be enacted once every 30 days.

[_] I do not elect the telephone exchange service

[_] I do not elect the telephone redemption by check service

By selecting any of the above telephone privileges, I agree that neither
the Fund nor Alliance, Alliance Fund Distributors, Inc., Alliance Fund
Services, Inc. or other Fund Agent will be liable for any loss, injury,
damage or expense as a result of acting upon telephone instructions
purporting to be on my behalf, that the Fund reasonably believes to be
genuine, and that neither the Fund nor any such party will be
responsible for the authenticity of such telephone instructions. I
understand that any or all of these privileges may be discontinued by me
or the Fund at any time. I understand and agree that the Fund reserves
the right to refuse any telephone instructions and that my investment
dealer or agent reserves the right to refuse to issue any telephone
instructions I may request.

For non-residents only: Under penalties of perjury, I certify that to
the best of my knowledge and belief, I qualify as a foreign person as
indicated in Section 2.

I am of legal age and capacity and have received and read the Prospectus
and agree to its terms.

I CERTIFY UNDER PENALTY OF PERJURY THAT THE NUMBER SHOWN IN SECTION 1 OF
THIS FORM IS MY CORRECT TAX IDENTIFICATION NUMBER OR I AM WAITING FOR A
NUMBER TO BE ISSUED TO ME AND THAT I HAVE NOT BEEN NOTIFIED THAT THIS
ACCOUNT IS SUBJECT TO BACKUP WITHHOLDING.

THE INTERNAL REVENUE SERVICE DOES NOT REQUIRE YOUR CONSENT TO ANY
PROVISION OF THIS DOCUMENT OTHER THAN THE CERTIFICATION REQUIRED TO
AVOID BACKUP WITHHOLDING.

[___________________________________________________________][_________________]
Signature Date

- --------------------------------------------
Medallion Signature Guarantee required if
completing Section 4E and your mutual fund is
not maintained by a broker dealer

<PAGE>

This is filed pursuant to Rule 497(c).
File Nos. 333-08193 and 811-07709.

<PAGE>

ALLIANCE/REGENT
------------------
SECTOR OPPORTUNITY
------------------
FUND
------------------

c/o Alliance Fund Services, Inc.
P.O. Box 1520, Secaucus, New Jersey 07096-1520
Toll Free (800) 221-5672
For Literature: Toll Free (800) 227-4618

Prospectus and Application
(Advisor Class)

December 31, 1997

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
Table of Contents Page
<S> <C>
The Fund at a Glance ...................................................... 2
Expense Information ....................................................... 3
Financial Highlights ...................................................... 4
Glossary .................................................................. 5
Description of the Fund ................................................... 6
Investment Objective ................................................... 6
Investment Policies .................................................... 6
Additional Investment Practices ........................................ 6
Certain Fundamental Investment Policies ................................ 8
Purchase and Sale of Shares ............................................... 8
Management of the Fund .................................................... 10
Dividends, Distributions and Taxes ........................................ 11
Conversion Feature ........................................................ 12
General Information ....................................................... 13
</TABLE>
- --------------------------------------------------------------------------------

Adviser
Alliance Capital Management L.P.
1345 Avenue Of The Americas
New York, New York 10105

Alliance/Regent Sector Opportunity Fund, Inc. (the "Fund") seeks long-term
growth of capital through investment in U.S. equity securities. The Fund
utilizes a "top-down" investment approach focusing on economic analysis to
determine portfolio allocation among market sectors and industries, and pursues
its objective by investing in a diversified portfolio of securities of U.S.
issuers that have a market capitalization of at least one billion dollars.

This Prospectus offers the Advisor Class shares of the Fund, which may be
purchased at net asset value without any initial or contingent deferred sales
charges and without ongoing distribution expenses. Advisor Class shares are
offered solely to (i) investors participating in fee-based programs meeting
certain standards established by Alliance Fund Distributors, Inc., the Fund's
principal underwriter, (ii) participants in self-directed defined contribution
employee benefit plans (e.g., 401(k) plans) that meet certain minimum standards
and (iii) certain other categories of investors described in the Prospectus,
including investment advisory clients of, and certain persons associated with,
Alliance Capital Management L.P. and its affiliates or the Fund. See "Purchase
and Sale of Shares."

Investors are advised to read this Prospectus carefully and to retain it for
future reference.

Alliance(R) [LOGO]
Investing without the Mystery. (SM)

(R)/SM These are registered marks used under licenses from the owner, Alliance
Capital Management L.P.
<PAGE>

The Fund At A Glance

The following summary is qualified in its entirety by the more detailed
information contained in the Prospectus.

The Fund's Investment Adviser Is . . .

The Fund

Seeks . . . Long-term growth of capital through investment in U.S. equity
securities.

Utilizes . . . a "top-down" investment approach that focuses on economic
analysis to determine portfolio allocation among market sectors and industries.

Invests primarily in . . . a diversified portfolio of equity securities of U.S.
issuers that have a market capitalization of at least one billion dollars.

A Word About Risk . . .

Getting Started . . .

Shares of the Fund are available through your financial representative. The Fund
offers multiple classes of shares, of which only the Advisor Class is offered by
this Prospectus. Advisor Class shares may be purchased at net asset value
without any initial or contingent deferred sales charges and are not subject to
ongoing distribution expenses. Advisor Class shares may be purchased and held
solely (i) through accounts established under a fee-based program, sponsored and
maintained by a registered broker-dealer or other financial intermediary and
approved by Alliance Fund Distributors, Inc. ("AFD"), the Fund's principal
underwriter, (ii) through a self-directed defined contribution employee benefit
plan (e.g., a 401(k) plan) that has at least 1,000 participants or $25 million
in assets, (iii) by investment advisory clients of, and certain other persons
associated with, Alliance and its affiliates or the Fund, and (iv) through
registered investment advisers or other financial intermediaries who charge a
management, consulting or other fee for their service and who purchase shares
through a broker or agent approved by AFD and clients of such registered
investment advisers or financial intermediaries whose accounts are linked to the
master account of such investment adviser or financial intermediary on the books
of such approved broker or agent. A shareholder's Advisor Class shares will
automatically convert to Class A shares of the Fund under certain circumstances.
See "Conversion Feature--Conversion to Class A Shares." Generally, a fee-based
program must charge an asset-based or other similar fee and must invest in the
aggregate at least $250,000 in Advisor Class shares of the Fund in order to be
approved by AFD for investment in Advisor Class shares. For more detailed
information about who may purchase and hold Advisor Class shares see the
Statement of Additional Information. Fee-based and other programs through which
Advisor Class shares may be purchased may impose different requirements with
respect to investment in Advisor Class shares than described above. For detailed
information about purchasing and selling shares, see "Purchase and Sale of
Shares."

Alliance(R) [LOGO]
Investing without the Mystery. (SM)

(R)/SM These are registered marks used under licenses from the owner, Alliance
Capital Management L.P.

2
<PAGE>

- --------------------------------------------------------------------------------
EXPENSE INFORMATION
- --------------------------------------------------------------------------------

Shareholder Transaction Expenses are one of several factors to consider when you
invest in the Fund. The following table summarizes your maximum transaction
costs from investing in the Advisor Class shares of the Fund and annual expenses
for Advisor Class shares of the Fund. The "Example" following the table below
shows the cumulative expenses attributable to a hypothetical $1,000 investment
in Advisor Class shares for the periods specified.

<TABLE>
<CAPTION>
Advisor
Class Shares
------------
<S> <C>
Maximum sales charge imposed on
purchases (as a percentage of offering price) ............... None
Sales charge imposed on dividend reinvestments ................. None
Deferred sales charge ....................................... None
Exchange fee ................................................ None

- --------------------------------------------------------------------------------
<CAPTION>

Operating Expenses Advisor Class
-------------
<S> <C>
Management fees (after waiver)(a) .............................. 0.00%
12b-1 fees ..................................................... None
Other expenses (after reimbursement)(b) ........................ 2.70%
----

Total fund operating
expenses (after waiver/reimbursement)(c) ...................... 2.70%
====

Example Advisor Class
-------------
After 1 year ................................................... $ 27
After 3 years .................................................. $ 84
After 5 years .................................................. $143
After 10 years ................................................. $303

</TABLE>

- --------------------------------------------------------------------------------

(a) Net of voluntary fee waiver. Absent such waiver, management fees would have
been .75%.

(c) Net of voluntary fee waivers and reimbursements. Absent such fee waivers
and reimbursements, total fund operating expenses would be 11.16%. The
expense information does not reflect any charges or expenses imposed by
your financial representative or your employee benefit plan.

The purpose of the foregoing table is to assist the investor in understanding
the various costs and expenses that an investor in the Fund will bear directly
or indirectly. The Example set forth above assumes reinvestment of all dividends
and distributions and utilizes a 5% annual rate of return as mandated by
Commission regulations. "Other Expenses" are based on estimated amounts for the
Fund's current fiscal year. The Example should not be considered representative
of past or future expenses; actual expenses may be greater or less than those
shown.

3
<PAGE>

- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------

The following table presents per share income and capital changes for a share
outstanding throughout the period indicated for the Fund. The information in the
table has been audited by Ernst & Young LLP, the Fund's independent auditors.
The following information should be read in conjunction with the financial
statements and related notes which are included in the Fund's Statement of
Additional Information.

Advisor
---------------
Class
December 16,
1996(a)
to
August 31, 1997
---------------
<S> <C>
Net asset value, beginning of period ........................... $ 10.00
--------

Income from Investment Operations

Net investment loss (b) ........................................ (.19)
Net realized and unrealized gain on investment transactions .... 2.37
--------
Net increase in net asset value from operations ................ 2.18
--------
Net asset value, end of period ................................. $ 12.18
========

Total Return

Total investment return based on net asset value (c) ........... 21.80%

Ratios/Supplemental Data

Net assets, end of period (000's omitted) $ 3,947
Ratio to average net assets of:
Expenses, under current cap (d)(e) .......................... 2.70%
Expenses, net of waivers and reimbursements (d)(f) .......... 3.82%
Net investment loss (d) ..................................... (2.19)%
Portfolio turnover rate ........................................ 27%
Average commission rate ........................................ $ .0500

</TABLE>
- --------------------------------------------------------------------------------

(a) Commencement of operations.

(b) Based on average shares outstanding.

(c) Total investment return is calculated assuming an initial investment made
at the net asset value at the beginning of the period, reinvestment of all
dividends and distributions at net asset value during the period, and
redemption on the last day of the period. Initial sales charge or
contingent deferred sales charge is not reflected in the calculation of
total investment return. Total investment return calculated for a period of
less than one year is not annualized.

(d) Annualized.

(e) Expense cap in effect as of January 13, 1997.

(f) Net of fee waivers and expense reimbursements. Absent such waivers and
reimbursements the expense ratio would have been 11.16% for Advisor Class
shares for the period ended August 31, 1997.

4
<PAGE>

- --------------------------------------------------------------------------------
GLOSSARY
- --------------------------------------------------------------------------------

The following terms are used in this Prospectus. Many of these terms are
explained in greater detail under "Description of the Fund--Additional
Investment Practices."

Equity securities are common and preferred stocks, and include convertible
securities, but do not include rights, warrants and options to subscribe for the
purchase of common and preferred stocks.

U.S. Government securities are securities issued or guaranteed by the U.S.
Government, its agencies or instrumentalities.

Moody's is Moody's Investors Service, Inc.

S&P is Standard & Poor's Ratings Services.

Duff & Phelps is Duff & Phelps Credit Rating Co.

Fitch is Fitch IBCA, Inc.

Rule 144A securities are securities that may be resold pursuant to Rule 144A
under the Securities Act of 1933, as amended (the "Securities Act").

1940 Act is the Investment Company Act of 1940, as amended.

Code is the Internal Revenue Code of 1986, as amended.

Commission is the Securities and Exchange Commission.

5
<PAGE>

- --------------------------------------------------------------------------------
DESCRIPTION OF THE FUND
- --------------------------------------------------------------------------------

INVESTMENT OBJECTIVE

INVESTMENT POLICIES

o The analysis of secular, i.e., long-term, evolutionary change in the
economy: which sectors are growing as a share of gross domestic
product (GDP) and which are contracting, and why;

o The analysis of the business cycle: what is the current cyclical state
of the economy, and how is the course of the cycle likely to affect
stock price performance;

o Valuation in the stock market: what profitability and growth prospects
are discounted by current stock prices;

o Earnings growth and momentum: for what sectors, industries and
companies are earnings estimates increasing, and for which are they
declining.

ADDITIONAL INVESTMENT PRACTICES

The Fund may engage in the following investment policies and practices to the
extent described above.

Rights and Warrants. The Fund will invest in rights or warrants only if the
underlying equity securities themselves are deemed appropriate by Regent for
inclusion in the Fund's portfolio. Rights and warrants entitle the holder to buy
equity securities at a specific price for a specific period of time. Rights are
similar to warrants except that they have a substantially shorter duration.
Rights and warrants may be considered more speculative than certain other types
of investments in that they do not entitle a holder to dividends or voting
rights with respect to the underlying securities nor do they represent any
rights in the assets of the issuing company. The value of a right or warrant
does not necessarily change with the value of the underlying security, although
the value of a right or warrant may decline because of a decrease in the value
of the underlying security, the passage of time or a change in perception as to
the potential of the underlying security, or any combination thereof. If the
market price of the underlying security is below the exercise price set forth in
the warrant on the expiration date, the warrant will expire worthless. Moreover,
a right or warrant ceases to have value if it is not exercised prior to the
expiration date.

Options. An option gives the purchaser of the option, upon payment of a premium,
the right to deliver to (in the case of a put) or receive from (in the case of a
call) the writer of the

6
<PAGE>

option a specified amount of a security on or before a fixed date at a
predetermined price. A call option written by the Fund is "covered" if the Fund
owns the underlying security, has an absolute and immediate right to acquire
that security upon conversion or exchange of another security it holds, or holds
a call option on the underlying security with an exercise price equal to or less
than that of the call option it has written. A put option written by the Fund is
covered if the Fund holds a put option on the underlying securities with an
exercise price equal to or greater than that of the put option it has written.

Futures Contracts and Options on Futures Contracts. A "sale" of a futures
contract means the acquisition of a contractual obligation to deliver the
securities or other commodity called for by the contract at a specified price on
a specified date. A "purchase" of a futures contract means the incurring of an
obligation to acquire the securities or other commodity called for by the
contract at a specified price on a specified date. The purchaser of a futures
contract on an index agrees to take or make delivery of an amount of cash equal
to the difference between a specified dollar multiple of the value of the index
on the expiration date of the contract ("current contract value") and the price
at which the contract was originally struck. No physical delivery of the
securities underlying the index is made.

7
<PAGE>

CERTAIN FUNDAMENTAL INVESTMENT POLICIES

HOW TO BUY SHARES

The Fund offers multiple classes of shares, of which only the Advisor Class is
offered by this Prospectus. Advisor Class shares of the Fund may be purchased
through your financial representative at net asset value without any initial or
contingent deferred sales charges and are not subject to ongoing distribution
expenses. Advisor Class shares may be purchased and held solely (i) through
accounts established under a fee-based program, sponsored and maintained by a
registered broker-dealer or other financial intermediary and approved by AFD,
(ii) through a self-directed defined contribution employee benefit plan (e.g., a
401(k) plan) that has at least 1,000 participants or $25 million in assets,
(iii) by investment advisory clients of, and certain other persons associated
with, Alliance and its affiliates or the Fund, and (iv) through registered
investment advisers or other financial intermediaries who charge a management,
consulting or other fee for their service and who purchase shares through a
broker or agent approved by AFD and clients of such registered investment
advisers or financial intermediaries whose accounts are linked to the master
account of such investment adviser or financial intermediary on the books of
such approved broker or agent. For more detailed information about who may
purchase and hold Advisor Class shares see the Statement of Additional
Information. A shareholder's Advisor Class shares will automatically convert to
Class A shares of the Fund under certain circumstances. For a more detailed
description of the conversion feature and Class A shares, see "Conversion
Feature."

Generally, a fee-based program must charge an asset-based or other similar fee
and must invest at least $250,000 in Advisor Class shares of the Fund in order
to be approved by AFD for investment in Advisor Class shares. Share certificates
are issued only upon request. See the Subscription Application and Statement of
Additional Information for more information.

The Fund may refuse any order to purchase Advisor Class shares. In this regard,
the Fund reserves the right to restrict purchases of Advisor Class shares
(including through exchanges) when there appears to be evidence of a pattern of
frequent purchases and sales made in response to short-term considerations.

How the Fund Values its Shares

The net asset value of Advisor Class shares of the Fund is calculated by
dividing the value of the Fund's net assets allocable to the Advisor Class by
the outstanding shares of the Advisor Class. Shares are valued each day the New
York Stock Exchange (the "Exchange") is open as of the close of regular trading
(currently 4:00 p.m. Eastern time). The securities in the Fund are valued at
their current market value determined on the basis of market quotations or, if
such quotations are not readily available, such other methods as the Fund's
Directors believe accurately reflects fair market value.

HOW TO SELL SHARES

You may "redeem" (i.e., sell your shares in the Fund to the Fund) on any day the
Exchange is open, either directly or through your financial representative. The
price you will receive is the net asset value next calculated after the Fund
receives your request in proper form. Proceeds generally will be sent to you
within seven days. However, for shares recently purchased by check or electronic
funds transfer, the Fund will not send proceeds until it is reasonably satisfied
that the check or electronic funds transfer has been collected (which may take
up to 15 days). If you are in doubt about what documents are required by your
fee based program or employee benefit plan, you should contact your financial
representative.

Selling Shares Through Your Financial Representative

Your financial representative must receive your request before 4:00 p.m. Eastern
time, and your financial representative must transmit your request to the Fund
by 5:00 p.m. Eastern time,

8
<PAGE>

for you to receive that day's net asset value. Your financial representative is
responsible for furnishing all necessary documentation to the Fund and may
charge you for this service.

Selling Shares Directly To the Fund

Send a signed letter of instruction or stock power form to Alliance Fund
Services, Inc. ("AFS"), along with certificates, if any, that represent the
shares you want to sell. For your protection, signatures must be guaranteed by a
bank, a member firm of a national stock exchange or other eligible guarantor
institution. Stock power forms are available from your financial representative,
AFS and many commercial banks. Additional documentation is required for the sale
of shares by corporations, intermediaries, fiduciaries and surviving joint
owners. For details contact:

Alliance Fund Services
P.O. Box 1520
Secaucus, NJ 07096-1520
800-221-5672

Alternatively, a request for redemption of shares for which no stock
certificates have been issued can also be made by telephone to 800-221-5672.
Telephone redemption requests must be made by 4:00 p.m. Eastern time on a Fund
business day in order to receive that day's net asset value, and, except for
certain omnibus accounts, may be made only once in any 30-day period. A
shareholder who has completed the appropriate section of the Subscription
Application, or the Shareholder Options form obtained from AFS, can elect to
have the proceeds of his or her redemption sent to his or her bank via an
electronic funds transfer. Proceeds of telephone redemptions also may be sent by
check to a shareholder's address of record. Except for certain omnibus accounts,
redemption requests by electronic funds transfer may not exceed $100,000 and
redemption requests by check may not exceed $50,000. Telephone redemption is not
available for shares held in nominee or "street name" accounts or retirement
plan accounts or shares held by a shareholder who has changed his or her address
of record within the previous 30 calendar days.

General

During drastic economic or market developments, you might have difficulty
reaching AFS by telephone, in which event you should issue written instructions
to AFS. AFS is not responsible for the authenticity of telephonic requests to
purchase, sell or exchange shares. AFS will employ reasonable procedures to
verify that telephone requests are genuine, and could be liable for losses
resulting from unauthorized transactions if it fails to do so. Dealers and
agents may charge a commission for handling telephonic requests. The telephone
service may be suspended or terminated at any time without notice.

SHAREHOLDER SERVICES

AFS offers a variety of shareholder services. For more information about these
services or your account, call AFS's toll-free number, 800-221-5672.

HOW TO EXCHANGE SHARES

You may exchange your Advisor Class shares of the Fund for Advisor Class shares
of other Alliance Mutual Funds (including AFD Exchange Reserves, a money market
fund managed by Alliance). Exchanges of shares are made at the net asset value
next determined and without sales or service charges. Exchanges may be made by
telephone or written request. Telephone exchange requests must be received by
AFS by 4:00 p.m. Eastern time on a Fund business day in order to receive that
day's net asset value.

GENERAL

If you are a Fund shareholder through an account established under a fee-based
program, your fee-based program may impose requirements with respect to the
purchase, sale or exchange of Advisor Class shares of the Fund that are
different from those described in this Prospectus. A transaction, service,
administrative or other similar fee may be charged by your broker-dealer, agent,
financial intermediary or other financial representative with respect to the
purchase, sale or exchange of Advisor Class shares made through such financial
representative. Such financial intermediaries may also impose requirements with
respect to the purchase, sale or exchange of shares that are different from, or
in addition to, those imposed by the Fund, including requirements as to the
minimum initial and subsequent investment amounts.

The Fund offers three classes of shares other than the Advisor Class, which are
Class A, Class B and Class C. All classes of shares of the Fund have a common
investment objective and investment portfolio. Class A shares are offered with
an initial sales charge and pay a distribution services fee. Class B shares have
a contingent deferred sales charge (a "CDSC") and also pay a distribution
services fee. Class C shares have no initial sales charge or CDSC as long as
they are not redeemed within one year of purchase, but pay a distribution
services fee. Because Advisor Class shares have no initial sales charge or CDSC
and pay no distribution services fee, Advisor Class shares are expected to have
different performance from Class A, Class B or Class C shares. You can

9
<PAGE>

obtain more information about Class A, Class B and Class C shares, which are not
offered by this Prospectus, by contacting AFS by telephone at 800-221-5672 or by
contacting your financial representative.

- --------------------------------------------------------------------------------
MANAGEMENT OF THE FUND
- --------------------------------------------------------------------------------

ADVISER

Alliance is a leading international investment manager supervising client
accounts with assets as of September 30, 1997 totaling more than $217 billion
(of which approximately $81 billion represented the assets of investment
companies). Alliance's clients are primarily major corporate employee benefit
funds, public employee retirement systems, investment companies, foundations and
endowment funds. The 54 registered investment companies managed by Alliance
comprising 116 separate investment portfolios currently have over two million
shareholders. As of September 30, 1997, Alliance was an investment manager of
employee benefit plan assets for 28 of the Fortune 100 companies.

In rendering its services, Alliance will act through Regent, which was
established in 1994 when Alliance acquired Regent's predecessor, Regent Investor
Services, Inc., which was founded in 1982. As of September 30, 1997, Regent had
approximately $3.1 billion in assets under management on behalf of individuals,
endowments, foundations, trusts, corporations and retirement funds.

Under the Advisory Agreement, the Fund pays Alliance a fee at the annual rate of
.75% of the Fund's average daily net assets. The fee is accrued daily and paid
monthly.

Performance of Similarly Managed Portfolios. Regent has ultimate responsibility
over investment decisions for institutional accounts without significant
client-restrictions (the "Historical Portfolios"). The Historical Portfolios
have substantially the same investment objective and policies and have been
managed in accordance with essentially the same investment strategies and
techniques as those for the Fund. See "Investment Objective and Policies." The
Historical Portfolios are not subject to certain limitations, diversification
requirements and other restrictions imposed under the 1940 Act and the Code to
which the Fund, as a registered investment company, is subject and which, if
applicable to the Historical Portfolios, may have adversely affected the
performance results of the Historical Portfolios. See "Investment Objective and
Policies."

Set forth below is performance data provided by Regent relating to the
Historical Portfolios. As of September 30, 1997, the assets in the Historical
Portfolios totaled approximately $790 million. The average size of an
institutional account in the Historical Portfolios is $16 million. Each
Historical Portfolio has a nearly identical composition of investment holdings
and related percentage weightings.

Regent has calculated the investment performance of the Historical Portfolios on
a trade-date basis. Dividends have been accrued at the end of the month and cash
flows weighted daily. Composite investment performance for all portfolios has
been determined on an asset-weighted basis. New accounts are included in the
composite investment performance computations at the beginning of the quarter
following the initial contribution. The total returns set forth below have been
calculated using a method that links the monthly return amounts for the
disclosed periods, resulting in a time-weighted rate of return.

10
<PAGE>

including monthly adjustments to reflect the reinvestment of dividends and other
distributions. The S&P 500 reflects the total return of securities comprising
the Index, including changes in market prices as well as accrued investment
income, which is presumed to be reinvested. To the extent the Fund does not
invest in U.S. common stocks or utilizes investment techniques such as futures
or options, the S&P 500 may not be substantially comparable to the Fund. The S&P
500 is included to illustrate material economic and market factors that existed
during the time period shown. The S&P 500 does not reflect the deduction of any
fees. If the Fund were to purchase a portfolio of securities substantially
identical to the securities comprising the S&P 500 Index, the Fund's performance
relative to the Index would be reduced by the Fund's expenses, including
brokerage commissions, advisory fees, distribution fees, custodial fees,
transfer agency costs and other administrative expenses, as well as by the
impact on the Fund's shareholders of sales charges and income taxes.

SCHEDULE OF INVESTMENT PERFORMANCE --
HISTORICAL PORTFOLIOS*

<TABLE>
<CAPTION>
Alliance/Regent
Sector Historical
Average Annual Total Return Opportunity Fund Portfolios** S&P 500
- --------------------------- ---------------- ------------ -------
<S> <C> <C> <C>
4/1/94--12/31/94*** ................ -- 6.54% 7.14%
1/1/95--12/31/95 ................... -- 40.36% 37.55%
1/1/96--12/31/96 ................... -- 28.91% 22.92%
1/1/97--9/30/97*** ................. 23.45 47.25% 41.36%

Cumulative Total Return
- -----------------------
4/1/94--9/30/97 N.A. 153.64% 130.84%
</TABLE>

** Assumes imposition of the maximum advisory fee charged by Regent for any
Historical Portfolio for the period involved, although not the impact of
the payment of that fee on a quarterly rather than an annual basis and the
compounding effect thereof over the periods for which return information is
provided, which would correspondingly reduce the returns presented.

*** Annualized. Annualized performance for the Fund for the period since
inception on December 16, 1996 was 22.03%.

DISTRIBUTION SERVICES AGREEMENT

The Fund has entered into a Distribution Services Agreement with AFD with
respect to the Advisor Class shares. The Glass-Steagall Act and other applicable
laws may limit the ability of a bank or other depository institution to become
an underwriter or distributor of securities. However, in the opinion of the
Fund's management, based on the advice of counsel, these laws do not prohibit
such depository institutions from providing services for investment companies
such as the administrative, accounting and other services referred to in the
Agreement. In the event that a change in these laws prevented a bank from
providing such services, it is expected that other service arrangements would be
made and that shareholders would not be adversely affected.

DIVIDENDS AND DISTRIBUTIONS

U.S. FEDERAL INCOME TAXES

11
<PAGE>

pays out to its shareholders. Dividends out of net ordinary income and
distributions of net short-term capital gains are taxable to the recipient
shareholders as ordinary income. In the case of corporate shareholders, such
dividends may be eligible for the dividends-received deduction, except that the
amount eligible for the deduction is limited to the amount of qualifying
dividends received by the Fund. A corporation's dividends-received deduction
generally will be disallowed unless the corporation holds shares in the Fund at
least 46 days during the 90-day period beginning 45 days before the date on
which the corporation becomes entitled to receive the dividend. Furthermore, the
dividends-received deduction will be disallowed to the extent a corporation's
investment in shares of the Fund is financed with indebtedness.

Any dividend or distribution received by a shareholder on shares of the Fund
will have the effect of reducing the net asset value of such shares by the
amount of such dividend or distribution. Furthermore, a dividend or distribution
made shortly after the purchase of such shares by a shareholder, although in
effect a return of capital to that particular shareholder, would be taxable to
him or her as described above. If a shareholder held shares six months or less
and during that period received a distribution of net capital gains, any loss
realized on the sale of such shares during such six-month period would be a
long-term capital loss to the extent of such distribution.

- --------------------------------------------------------------------------------
CONVERSION FEATURE
- --------------------------------------------------------------------------------

CONVERSION TO CLASS A SHARES

Advisor Class shares may be held solely through the fee-based program accounts,
employee benefit plans and registered investment advisory or other financial
intermediary relationships described above under "Purchase and Sale of
Shares--How to Buy Shares," and by investment advisory clients of, and certain
other persons associated with, Alliance and its affiliates or the Fund. If (i) a
holder of Advisor Class shares ceases to participate in the fee-based program or
plan, or to be associated with the investment adviser or financial intermediary,
in each case that satisfies the requirements to purchase shares set forth under
"Purchase and Sale of Shares--How to Buy Shares" or (ii) the holder is otherwise
no longer eligible to purchase Advisor Class shares as described in this
Prospectus (each, a "Conversion Event"), then all Advisor Class shares held by
the shareholder will convert automatically and without notice to the
shareholder, other than the notice contained in this Prospectus, to Class A
shares of the Fund during the calendar month following the month in which the
Fund is informed of the occurrence of the Conversion Event. The failure of a
shareholder or a fee-based program to satisfy the minimum investment
requirements to purchase Advisor Class shares will not constitute a Conversion
Event. The conversion would occur on the basis of the relative net asset values
of the two classes and without the imposition of any sales load, fee or other
charge.

DESCRIPTION OF CLASS A SHARES

The following sets forth maximum transaction costs, annual expenses, per share
income and capital charges for Class A shares of the Fund. Class A shares are
subject to a distribution fee that may not exceed an annual rate of .30%. The
higher fees mean a higher expense ratio, so Class A shares pay correspondingly
lower dividends and may have a lower net asset value than Advisor Class shares.

12
<PAGE>

show the cumulative expenses attributable to a hypothetical $1,000 investment
for the periods specified.

<TABLE>
<CAPTION>
Class A Shares
<S> <C>
Maximum sales charge imposed on purchases
(as a percentage of offering price)(a) ....................... None
(sales charge
waived)

Sales charge imposed on dividend reinvestments ............... None
Deferred sales charge (as a percentage of
original purchase price or redemption
proceeds, whichever is lower) ................................ None
Exchange fee ................................................. None

Operating Expenses Class A
-------
Management fees (after waiver)(b) ............................... 0.00%
12b-1 fees ...................................................... .30%
Other expenses (after reimbursement)(c) ......................... 2.70%

Total fund operating expenses (after waiver/reimbursement)(d) ... 3.00%

Example Class A
-------
After 1 year .................................................... $ 30
After 3 years ................................................... $ 93
After 5 years ................................................... $158
After 10 years .................................................. $332
</TABLE>

- --------------------------------------------------------------------------------

(a) Advisor Class shares convert to Class A shares at net asset value and
without the imposition of any sales charge and accordingly the maximum
sales charge of 4.25% on most purchases of Class A shares for cash does not
apply.

(b) Net of voluntary fee waiver. Absent such fee waiver, management fees would
have been .75%.

(c) These expenses include a transfer agency fee payable to Alliance Fund
Services, Inc., an affiliate of Alliance, and are net of voluntary fee
waivers and expense reimbursements. Absent such waivers and reimbursements,
other expenses would be 10.72% for Class A shares.

(d) Net of voluntary fee waivers and reimbursements. Absent such fee waivers
and reimbursements, total fund operating expenses would be 11.77%.

The purpose of the foregoing table is to assist the investor in understanding
the various costs and expenses that an investor in the Fund will bear directly
or indirectly. Long-term shareholders of Class A shares of the Fund may pay
aggregate sales charges totaling more than the economic equivalent of the
maximum initial sales charges permitted by the Conduct Rules of the National
Association of Securities Dealers, Inc. The Rule 12b-1 fee for Class A comprises
a service fee not exceeding .25% of the aggregate average daily net assets of
the Fund attributable to Class A and an asset-based sales charge equal to the
remaining portion of the Rule 12b-1 fee. "Other Expenses" for Class A shares are
based on estimated amounts for the Fund's current fiscal year. The Example set
forth above assumes reinvestment of all dividends and distributions and utilizes
a 5% annual rate of return as mandated by Commission regulations. The Example
should not be considered representative of past or future expenses; actual
expenses may be greater or less than those shown.

Financial Highlights. The following table presents per share income and capital
changes for a Class A share outstanding throughout the period indicated for the
Fund. The information in the table has been audited by Ernst & Young LLP, the
independent auditors of the Fund. The following information should be read in
conjunction with the financial statements and related notes which are included
in the Fund's Statement of Additional Information.

Further information about the Fund's performance is contained in the Fund's
annual report to shareholders, which may be obtained without charge by
contacting AFS at the address or the "For Literature" telephone number shown on
the cover of this Prospectus.

<TABLE>
<CAPTION>
December 16,
1996(a)
to
August 31, 1997
---------------
<S> <C>
Net asset value, beginning of period ........................... $10.00
------

Income from Investment Operations

Net Investment loss (b) ........................................ (.21)
Net realized and unrealized gain on investment transactions .... 2.37
------
Net increase in net asset value from operations ................ 2.16
------
Net asset value, end of period ................................. $12.16
======

Total Return

Total investment return based on net asset value (c) ........... 21.60%

Ratios/Supplemental Data

Net assets, end of period (000's omitted) $783
Ratio to average net assets of:
Expenses, under current cap (d)(e) .......................... 3.00%
Expenses, net of waivers and reimbursements (d)(f) .......... 4.13%
Net Investment loss (d) ..................................... (2.51)%
Portfolio turnover rate ........................................ 27%
Average commission rate ........................................ $.0500
</TABLE>

- --------------------------------------------------------------------------------

(a) Commencement of operations.

(b) Based on average shares outstanding.

(c) Total investment return is calculated assuming an initial investment made
at the net asset value at the beginning of the period, reinvestment of all
dividends and distributions at net asset value during the period, and
redemption on the last day of the period. Initial sales charge or
contingent deferred sales charge is not reflected in the calculation of
total investment return. Total investment return calculated for a period of
less than one year is not annualized.

(d) Annualized.

(e) Expense cap in effect as of January 13, 1997.

(f) Net of fee waivers and expense reimbursements. Absent such waivers and
reimbursements the expense ratios would have been 11.77% for Class A
shares, for the period ended August 31, 1997.

- --------------------------------------------------------------------------------
GENERAL INFORMATION
- --------------------------------------------------------------------------------

PORTFOLIO TRANSACTIONS

ORGANIZATION

13
<PAGE>

Shareholders have available certain procedures for the removal of Directors.

A shareholder in the Fund will be entitled to share pro rata with other holders
of the same class of shares all dividends and distributions arising from the
Fund's assets and, upon redeeming shares, will receive the then current net
asset value of the Fund represented by the redeemed shares. The Fund is
empowered to establish, without shareholder approval, additional portfolios,
which may have different investment objectives, and additional classes of
shares. If an additional portfolio or class were established in the Fund, each
share of the portfolio or class would normally be entitled to one vote for all
purposes. Generally, shares of each portfolio and class would vote together as a
single class on matters, such as the election of Directors, that affect each
portfolio and class in substantially the same manner. Advisor Class, Class A,
Class B and Class C shares have identical voting, dividend, liquidation and
other rights, except that each class bears its own transfer agency expenses,
each of Class A, Class B and Class C shares bears its own distribution expenses
and Class B and Advisor Class shares convert to Class A shares under certain
circumstances. Each class of shares votes separately with respect to matters for
which separate class voting is appropriate under applicable law. Shares are
freely transferable, are entitled to dividends as determined by the Directors
and, in liquidation of the Fund, are entitled to receive the net assets of the
Fund. Certain additional matters relating to the Fund's organization are
discussed in the Statement of Additional Information.

REGISTRAR, TRANSFER AGENT AND
DIVIDEND-DISBURSING AGENT

PRINCIPAL UNDERWRITER

AFD, an indirect wholly-owned subsidiary of Alliance, located at 1345 Avenue of
the Americas, New York, New York 10105, is the principal underwriter of shares
of the Fund.

PERFORMANCE INFORMATION

From time to time, the Fund advertises its "total return", which is computed
separately for each class of shares, including Advisor Class shares. Such
advertisements disclose the Fund's average annual compounded total return for
the periods prescribed by the Commission. The Fund's total return for each such
period is computed by finding, through the use of a formula prescribed by the
Commission, the average annual compounded rate of return over the period that
would equate an assumed initial amount invested to the value of the investment
at the end of the period. For purposes of computing total return, income
dividends and capital gains distributions paid on shares of the Fund are assumed
to have been reinvested when paid and the maximum sales charges applicable to
purchases and redemptions of the Fund's shares are assumed to have been paid.
The Fund's advertisements may quote performance rankings or ratings of the Fund
by financial publications or independent organizations such as Lipper Analytical
Services, Inc. and Morningstar, Inc. or compare the Fund's performance to
various indices.

ADDITIONAL INFORMATION

This prospectus does not constitute an offering in any state in which such
offering may not lawfully be made.

14
<PAGE>

- --------------------------
Alliance/Regent Sector
Opportunity Fund
Subscription Application
- - Advisor Class
- --------------------------

To Open Your New Alliance Account...
Please complete the application and mail it to:
Alliance Fund Services, Inc.
P.O. Box 1520
Secaucus, New Jersey 07096-1520

. Individuals, Joint Tenants, Transfer on Death
and Gift/Transfer to a Minor:
. Indicate your name(s) exactly as it appears
on your social security card.

. Transfer on Death:
. Ensure that your state permits such transfers.

. Trust/Other:
. Indicate the name of the entity exactly as it
appeared on the notice you received from the
IRS when your Employer Identification number
was assigned.

Section 2 Your Address (Required) Complete in full.
. Non-Resident Alien:
. Indicate your permanent country of residence.

<PAGE>

SECTION 5 SHAREHOLDER AUTHORIZATION (REQUIRED)
All owners must sign. If it is a custodial,
corporate, or trust account, the custodian, an
authorized officer, or the trustee respectively
must sign.

IF WE CAN ASSIST YOU IN ANY WAY, PLEASE DO NOT
HESITATE TO CALL US AT: (800) 221-5672.

- ---------------------------------------------
FOR LITERATURE CALL: (800) 227-4618
- ---------------------------------------------

<PAGE>

ALLIANCE/REGENT SECTOR OPPORTUNITY FUND
- -ADVISOR CLASS SUBSCRIPTION APPLICATION

[_] INDIVIDUAL ACCOUNT { [_] MALE [_] FEMALE } -OR- [_] JOINT ACCOUNT -OR-

[_] TRANSFER ON DEATH { [_] MALE [_] FEMALE } -OR- [_] GIFT/TRANSFER TO A MINOR

[_][_][_][_][_][_][_][_][_][_] [_] [_][_][_][_][_][_][_][_][_][_]
Owner or Custodian (First Name) (MI) (Last Name)

[_][_][_][_][_][_][_][_][_][_] [_] [_][_][_][_][_][_][_][_][_][_]
(First Name) Joint Owner*, Transfer (MI) (Last Name)
On Death Beneficiary or Minor's Name

[_][_][_] - [_][_] - [_][_][_][_] IF UNIFORM GIFT/TRANSFER
Social Security Number of Owner TO MINOR ACCOUNT:
or Minor (required to open account)

IF JOINT TENANTS ACCOUNT: *The Account will [_][_] MINOR'S STATE OF RESIDENCE
be registered "Joint Tenants with right of
Survivorship" unless you indicate
otherwise below:

[_] IN COMMON [_] BY ENTIRETY [_] COMMUNITY PROPERTY

[_] TRUST -OR- [_] CORPORATION -OR- [_] OTHER __________________________

[_][_][_][_][_][_][_][_][_][_] [_] [_][_][_][_][_][_][_][_][_]
Name of Trustee if applicable (MI) (Last Name)
(First Name)

[_][_][_][_][_][_][_][_][_][_][_][_][_][_][_][_][_][_][_][_][_][_]
Name of Trust or Corporation or Other Entity

[_][_][_][_][_][_][_][_][_][_][_][_][_][_][_][_][_][_][_][_][_][_]
Name of Trust or Corporation or Other Entity continued

[_][_][_][_][_][_][_][_] [_][_][_][_][_][_][_][_][_]
Trust Dated (MM,DD,YYYY) Tax ID Number (required to
open account)

[_] Employer ID Number -OR-
[_] Social Security
Number

- --------------------------------------------------------------------------------
2. YOUR ADDRESS
- --------------------------------------------------------------------------------

[_][_][_][_][_][_][_] [_][_][_][_][_][_][_][_][_][_][_][_][_][_]
Street Number Street Name

[_][_][_][_][_][_][_][_][_][_][_][_][_] [_][_] [_][_][_][_][_]
City State Zip Code

[_][_][_][_][_][_][_][_][_] [_][_][_] - [_][_][_] - [_][_][_][_]
If Non-U.S., Specify Country Daytime Phone Number

[_] U.S. Citizen [_] Resident Alien [_] Non-Resident Alien

Alliance Capital[LOGO](R)

1
<PAGE>

- --------------------------------------------------------------------------------
3. YOUR INITIAL INVESTMENT
- --------------------------------------------------------------------------------
I hereby subscribe for shares of the Regent Sector Opportunity Fund - Advisor
Class and elect distribution options as indicated.

BROKER/DEALER USE ONLY: Wire Confirm # DIVIDEND AND CAPITAL GAIN
DISTRIBUTION OPTIONS:
[_][_][_][_][_][_][_][_] R REINVEST DISTRIBUTIONS into my
- ----------------------
fund account.

D DIRECT MY DISTRIBUTIONS TO
- --------------------------
ANOTHER ALLIANCE FUND. Complete
---------------------
the appropriate portion of
Section 4A to direct your
distributions (dividends and
capital gains) to another
Alliance Fund (the minimum
investment requirement applies to
Funds into which distributions
are directed).

Distributions Options
*Check One*
MAKE ALL Three digit Fund -------------------------
CHECKS number Indicate Dollar Amount Dividends Capital Gains
PAYABLE TO ---------------- ---------------------- --------- -------------
ALLIANCE [4][9][0] $[_________________] [R][C][D] [R][C][D]
- --------
FUNDS
- -----