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This is filed pursuant to Rule 497(e).
Alliance Institutional Funds
ALLIANCE CAPITAL (logo) Alliance Quasar Institutional Fund
________________________________________________________________
Supplement dated November 2, 1998 to the Prospectus of Alliance
Institutional Funds, Inc. (the "Company") dated November 14,
1997.
EXPENSE INFORMATION
The following information supercedes certain information
regarding Alliance Quasar Institutional Fund under "Expense
Information."
Quasar Institutional Fund
Class II Class II
Management fees 1.00% after 1 year $14
12b-1 fees .05% after 3 years $43
Other expenses (b) .30% after 5 years $74
Total Fund after 10 years $162
Operating
Expenses (c)(d) 1.35%
(b) These expenses include a transfer agency fee payable to
Alliance Fund Services, Inc., an affiliate of Alliance. Reflects
the undertaking of Alliance to reimburse the Fund to the extent
necessary to ensure that "total fund operating expenses" do not
exceed the amount shown above. In the absence of such an
undertaking, it is estimated that "other expenses" would have
been 1.05%.
(c) Reflects the undertaking of Alliance to limit "total fund
operating expenses." In the absence of such an undertaking, it
is estimated that "total fund operating expenses" would have been
2.35%.
(d) The expense information does not reflect any charges or
expenses imposed by your financial representative or your
employee benefit plan.
HOW TO BUY SHARES
The following information supercedes certain information
regarding the Company under "How to Buy Shares."
An Employee Plan is eligible to purchase Class I or Class II
shares of a Fund only if the Plan invests at least $10 million,
cumulatively, in any or all of the classes of the Funds.
(R) This registered service mark used under license from the
owner, Alliance Capital Management L.P.
00250237.AH3
