ALLIANCE INSTITUTIONAL FUNDS INC, N-30D, 1998-07-08

ALLIANCE INSTITUTIONAL FUNDS INC
N-30D, 1998-07-08

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ALLIANCE INSTITUTIONAL FUNDS

SEMI-ANNUAL REPORT
APRIL 30, 1998

ALLIANCE CAPITAL

LETTER TO SHAREHOLDERS ALLIANCE INSTITUTIONAL FUNDS
_______________________________________________________________________________

June 26, 1998

Dear Shareholder:

We are pleased to provide you with our initial update on the performance and
investment activity for the portfolios of the Alliance Institutional Funds for
the period ended April 30, 1998.

ALLIANCE PREMIER GROWTH INSTITUTIONAL FUND
Portfolio Manager: Al Harrison

This report covers the period from the inception of the Alliance Premier Growth
Institutional Fund on January 7, 1998 through April 30, 1998.

INVESTMENT RESULTS
The following table provides performance numbers for the Alliance Premier
Growth Institutional Fund since its inception on January 7, 1998, through the
period ended April 30, 1998. For comparison, we have also provided the returns
for the S&P 500 Stock Index (S&P 500), a common measure of the broad stock
market, and your Fund's benchmark, the Russell 1000 Growth Stock Index, which
measures the performance of large-cap U.S. stocks. As you can see from the
table, both classes of your Fund's shares comfortably outperformed both
indices. This performance was attributable to strong showings in technology,
domestic consumer services, and financial issues.

INVESTMENT RESULTS*
Periods Ended April 30, 1998
TOTAL RETURNS
SINCE INCEPTION**
------------------
ALLIANCE PREMIER GROWTH INSTITUTIONAL FUND
Class I 24.60%
Class II 24.50%

SINCE INCEPTION**
------------------
S&P 500 STOCK INDEX 15.11%

RUSSELL 1000 GROWTH STOCK INDEX 14.54%

* THE FUND'S INVESTMENT RESULTS REPRESENT TOTAL RETURNS AND ARE BASED ON THE
NET ASSET VALUE OF EACH CLASS OF SHARES AS OF APRIL 30, 1998. ALL FEES AND
EXPENSES RELATED TO THE OPERATION OF THE FUND HAVE BEEN DEDUCTED. PAST
PERFORMANCE IS NO GUARANTEE OF FUTURE RESULTS.

THE S&P 500 STOCK INDEX IS AN UNMANAGED INDEX OF 500 U.S. COMPANIES, AND
IS A COMMON MEASURE OF THE PERFORMANCE OF THE OVERALL U.S. STOCK MARKET. THE
RUSSELL 1000 GROWTH STOCK INDEX CONSISTS OF 1000 OF THE LARGEST STOCKS
REPRESENTING APPROXIMATELY 87% OF THE U.S. EQUITY MARKET. AN INVESTOR CANNOT
INVEST DIRECTLY IN AN INDEX.

** THE INCEPTION DATE FOR ALLIANCE PREMIER GROWTH INSTITUTIONAL FUND CLASS I
AND CLASS II IS JANUARY 7, 1998. RETURNS FOR THE FUND ARE FOR THE PERIOD
JANUARY 7, 1998-APRIL 30, 1998. RETURNS FOR THE S&P 500 AND THE RUSSELL 1000
INDEX ARE FOR THE PERIOD DECEMBER 31, 1997-APRIL 30, 1998.

ECONOMIC REVIEW
The strength of the overall market to date has exceeded even the most
optimistic forecasts we made at the start of 1998. Significantly, however,
there has been no erosion in the strong fundamentals underpinning the U.S.
economy and investment environment. Interest rates remain moderate, inflation
is benign, and fiscal and monetary policies are balanced and effective. While
we hold to our "cautiously bullish" stance, we see concerns that may weigh upon
the market going forward.

The Asian economic crisis may prove to be of greater magnitude and duration
than the market perceives. It is possible that we have not yet seen the full
impact on corporate profitability resulting from the slump in the Pacific-rim
economies. Conversely, if Asia should not dampen worldwide growth, the Fed may
be forced to take action based on the tight labor market and unsustainable
levels of Gross Domestic Product growth. Thus, there is a fairly narrow middle
path of moderating growth without inflation that is essential to further rises
in equity valuations. Weighing all sides, we are inclined to believe equities
will work higher in the medium term, aided by fund flows and moderate interest
rates. However, we have reduced the overall aggressiveness of the portfolio and
diversified the names in the portfolio for precautionary "insurance." We
continue to focus on quality companies with solid management, and those
companies whose growth prospects are expected to provide returns well in excess
of the long bond yield.

ALLIANCE INSTITUTIONAL FUNDS
_______________________________________________________________________________

INVESTMENT STRATEGY
Alliance Premier Growth Institutional Fund seeks long-term growth by investing
in many of the premier U.S. companies that demonstrate world leadership
positions. We are continuing to stay the course with an optimistic bias, but we
are holding to a barbell approach of having roughly equal weightings in more
aggressive, high growth technology stocks on one hand, balanced by lower
multiple financial stocks on the other. We have also added companies with
strong U.S. domestic cash flow, which include broadline retailers, media and
selected pharmaceuticals. We expect market volatility to increase and we do not
intend to deviate from our basis trading strategy of taking profits during
bouts of exuberance, and capitalizing on periods of price weakness where we are
confident of underlying fundamentals.

ALLIANCE QUASAR INSTITUTIONAL FUND
Portfolio Manager: Randall Haase

This report covers the period from the inception of the Alliance Quasar
Institutional Fund on March 17, 1998 through April 30, 1998.

INVESTMENT RESULTS
The following table provides performance for the Alliance Quasar Institutional
Fund since its inception on March 17, 1998, through the period ended April 30,
1998. For comparison, we have also included the returns for the S&P 500 Stock
Index (S&P 500), a common measure of the broad stock market, and the Russell
2000 Index, which measures the performance of small-cap U.S. stocks. Your Fund
achieved a total return of 2.40% on net asset value (NAV) for the period,
outperforming its benchmark, the Russell 2000 Index, which posted a gain of
0.55%. This outperformance can be attributed to good stock selection in the
retail and apparel sectors.

INVESTMENT RESULTS*
Periods Ended April 30, 1998
TOTAL RETURNS
SINCE INCEPTION**
------------------
ALLIANCE QUASAR INSTITUTIONAL FUND
Class I 2.40%
Class II 2.40%

SINCE INCEPTION**
------------------
S&P 500 STOCK INDEX 1.02%

RUSSELL 2000 INDEX 0.55%

THE S&P 500 STOCK INDEX IS AN UNMANAGED INDEX OF 500 U.S. COMPANIES, AND
IS A COMMON MEASURE OF THE PERFORMANCE OF THE OVERALL U.S. STOCK MARKET. THE
RUSSELL 2000 INDEX IS A CAPITALIZATION-WEIGHTED INDEX THAT INCLUDES 2000 OF THE
SMALLEST STOCKS REPRESENTING APPROXIMATELY 11% OF THE U.S. EQUITY MARKET. AN
INVESTOR CANNOT INVEST DIRECTLY IN AN INDEX.

** THE INCEPTION DATE FOR ALLIANCE QUASAR INSTITUTIONAL FUND CLASS I AND
CLASS II IS MARCH 17, 1998. RETURNS FOR THE FUND ARE FOR THE PERIOD MARCH 17,
1998-APRIL 30, 1998. RETURNS FOR THE S&P 500 AND THE RUSSELL 2000 INDEX ARE FOR
THE PERIOD MARCH 31, 1998-APRIL 30, 1998.

INVESTMENT STRATEGY
Our basic investment strategy for the Fund is to adjust the Fund's portfolio
composition to reflect our perception of those smaller, highly competitive
companies that will, in our judgment, exhibit long-term price appreciation
through superior earnings growth. Specifically, in the last several months,
after lagging the market for several quarters, retail and apparel stocks have
performed well.

Both Tommy Hilfiger Corp. and Nautica Enterprises, Inc. continue to gain market
share within the casual apparel industry, and their stocks are finally
beginning to reflect their huge growth potential. In addition, we are excited
about the potential for the rental car industries. Daily rental rates are
increasing in 1998, for the third consecutive year, after about 10 years of
virtually unchanged prices. With financial entrepreneurs now in charge of these
companies, we are optimistic about their prospects,

ALLIANCE INSTITUTIONAL FUNDS
_______________________________________________________________________________

and currently hold positions in Budget Group, Inc., Avis Rent A Car, Inc. and
Dollar Thrifty Automotive Group, Inc. Lastly, we are bullish on the
consolidation taking place within the automotive retailing business. Circuit
City Stores, Inc. - Car Max Group, which was a poor investment in 1997, has
rebounded nicely in 1998 and should be an excellent investment over the next
several years. Within five years, its revenues could exceed $20 billion, with
net income exceeding $600 million.

A new area of focus for us has been the leisure industry. There are several
well positioned, well financed companies gaining market share in their
respective niches of leisure. We currently hold positions in Bally Total
Fitness Holding Corp., the largest health club provider; Family Golf Centers,
Inc., the largest provider of golf driving ranges; and Premier Parks, Inc., the
largest independent operator of amusement parks, gaining market share in the
United States under the name "Six Flags." All three companies should be able to
grow their earnings at least 25% a year and are very attractively valued.

In the turnaround category, we currently hold positions in PETsMART, Inc. which
operates retail superstores catering to animal owners in the U.S. This company
grew through acquisition too quickly from 1995 to 1997 and was unable to manage
its earnings, causing its stock to drop more than 50%. However, we believe
there is an opportunity in this channel of distribution for animal supplies.

On the cyclical side, Bethlehem Steel Corp. has been a restructuring success
story for us within the steel industry, and is currently one of the largest
positions in the Fund's portfolio. Secondly, we are bullish on the airline
industry and are overweighed in that group. The airline industry is
experiencing its fourth consecutive year of profitability, after having five
consecutive years of losses. We currently hold positions in Alaska Air Group,
Inc., America West Airlines, Inc. and Mesa Air Group, Inc.

We also believe that the oil tanker industry will rebound within the next
several years, when tanker rates are forced upward, older tankers are retired,
and new construction fails to keep up with demand. We currently hold positions
in OMI Corp., Teekay Shipping Corp., and Knightsbridge Tankers, Ltd.

Within the technology sector, we have increased our weighting to 12%, equal to
the weighting in the Russell 2000, the benchmark index for small cap managers.
Among others, we currently hold positions in Checkfree Corp., an on-line
banking company, and DBT Online, Inc., a database management company.

Lastly, we like the real estate investment trust (REIT) sector. The Fund
currently holds positions in Golf Trust of America, Inc., Chelsea GCA Realty,
Inc. and Glenborough Realty Trust, Inc. We feel that the strength of the
economy, coupled with minimal new construction, has led to higher valuations.
The real estate industry is also going through a major change in ownership from
being owned by private operators to well financed public operators. This should
also lead to higher valuations.

ALLIANCE REAL ESTATE INVESTMENT INSTITUTIONAL FUND
Portfolio Manager: Dan Pine

This report covers the period from the inception of the Alliance Real Estate
Investment Institutional Fund on December 9, 1997 through April 30, 1998.

INVESTMENT RESULTS
The overall U.S. stock market continued its torrid pace in the months since the
Fund began operation on December 9, 1997. The S&P 500 Stock Index (S&P 500)
reflected this strong performance with a 17.08% total return. Real estate
companies, unfortunately, did not participate in this appreciation. Real Estate
Investment Trusts (REITs), as measured by the National Association of
Investment Trusts (NAREIT) Equity Index, declined 1.44%. The Fund's emphasis on
rapidly growing companies, primarily in the hotel and office markets, aided
performance during the period. Sadly, this was partially offset by serious
multiple contraction within the hotel sector towards the end of the period.

The following table provides the performance figures for the Alliance Real
Estate Investment Fund from its inception on December 9, 1997 through April 30,
1998. For comparison purposes, we have also shown the returns for the S&P 500,
and your Fund's benchmark, the NAREIT Equity Index.

ALLIANCE INSTITUTIONAL FUNDS
_______________________________________________________________________________

INVESTMENT RESULTS*
Periods Ended April 30, 1998
TOTAL RETURNS
SINCE INCEPTION**
------------------
ALLIANCE REAL ESTATE INVESTMENT
INSTITUTIONAL FUND
Class I -2.69%
Class II -2.91%

SINCE INCEPTION**
------------------
S&P 500 STOCK INDEX 17.08%

NAREIT EQUITY INDEX -1.44%

THE S&P 500 STOCK INDEX IS AN UNMANAGED INDEX OF 500 U.S. COMPANIES, AND
IS A COMMON MEASURE OF THE PERFORMANCE OF THE OVERALL U.S. STOCK MARKET. THE
NATIONAL ASSOCIATION OF REAL ESTATE INVESTMENT TRUSTS (NAREIT) EQUITY INDEX IS
A MARKET VALUE WEIGHTED INDEX BASED UPON THE LAST CLOSING PRICE OF THE MONTH
FOR TAX-QUALIFIED REAL ESTATE INVESTMENT TRUSTS (REITS) LISTED ON THE NYSE,
AMEX, AND NASDAQ. INDEX RETURNS ARE NOT ADJUSTED FOR SALES CHARGES OR OPERATING
EXPENSES. AN INVESTOR CANNOT INVEST DIRECTLY IN AN INDEX.

** THE INCEPTION DATE FOR ALLIANCE REAL ESTATE INVESTMENT INSTITUTIONAL FUND
CLASS I AND CLASS II IS DECEMBER 9, 1997. RETURNS FOR THE FUND ARE FOR THE
PERIOD DECEMBER 9, 1997-APRIL 30, 1998. RETURNS FOR THE S&P 500 AND THE NAREIT
EQUITY INDEX ARE FOR THE PERIOD NOVEMBER 30, 1997-APRIL 30, 1998.

MARKET OVERVIEW
The easy question to ask at this juncture is: "Why aren't real estate companies
participating in the market rally?" Unfortunately, it is not an easy question
to answer. It is our opinion that fundamental, political, and technical factors
have all "conspired" to work against real estate in the short run.

Fundamentally, real estate markets are, by and large, extraordinarily sound.
Rents and values are appreciating strongly. And company earnings were stronger
than expected in 1997 and will be stronger still in 1998. However, this
accelerating earnings story has been priced into the market for some time. It
has been conventional wisdom that this phase will end when acquisition prices
rise beyond "replacement cost", thereby triggering new construction and,
ultimately, an overall real estate downturn. In truth, acquisition prices have
risen in recent months and construction is picking up steam. However, for most
property types meaningful supply is still years away in most markets, demand
remains robust, and vacancies are historically low. Although we doubt a
downturn is imminent, we believe the market is reflecting increasing risk of
future weakness.

The political environment has worked against real estate companies in recent
months, as well. Most real estate operating companies are structured as Real
Estate Investment Trusts (REITs) in order to avoid taxation at the entity
level. The quid pro quo for this favorable tax treatment is a restriction on
permissible business activities in which REITs can participate. The sheer
growth of the industry in recent years, coupled with the aggressive acquisition
activity and rhetoric of some REITs, has led to an IRS rethinking of the REIT
restrictions. The outcome of this examination will be a limit on some of the
activities in which some REITs have engaged. Once again, although we doubt an
onerous outcome is likely, the market is reflecting increasing risk.

The technical environment also has been unfavorable for REITs. Heavy
acquisition activity by REITs toward year end 1997 has created a robust
calendar of equity issuance for the group in early 1998. At the same time,
short run demand for REIT stocks have been weak as performance driven investors
increasingly chase market sectors that have had positive momentum. At the same
time, demand from individual investors, an important slice of the demand pie,
has been siphoned into unit investment trusts fueled by off market stock
purchases. As with any other commodity, increasing supply in the face of
decreasing demand leads to price weakness.

As the second half of the Fund's fiscal year begins, the fundamentals of the
REIT market are stronger than they have ever been. The average REIT posted
nearly 14% growth in first quarter earnings, a full percentage point better
than expected. And growth is expected to remain strong throughout 1998 and
1999. This contrasts sharply with the overall U.S. economy, which continues to
slow in response to the problems in Asia. Relative pricing of

ALLIANCE INSTITUTIONAL FUNDS
_______________________________________________________________________________

securities do not reflect this contrast. In fact, REITs trade at a substantial
discount to other stocks. This discount has widened dramatically in the past
few months. We believe that this is extremely positive for the future
performance of the REIT market.

INVESTMENT STRATEGY
Your Fund was designed to identify and invest in companies that have the
optimal exposure to the country's strongest real estate markets, and which will
benefit most from the significant shifts in real estate financing and ownership
which are sweeping across the United States today.

The market conditions discussed above are not uniformly felt in all geographic
markets and all property types. Broadly speaking, we continue to believe that
select hotel and office markets remain poised for significant growth, and as a
result, we overweight these areas. Within these broad categories, however,
markets change and opportunities evolve. We have shifted our hotel portfolio to
further emphasize repositioning opportunities. We have been adjusting our
office exposure more towards the traditional central business districts in the
northeast and California, and away from the burgeoning suburbs of the sunbelt.
These shifts keep us focused on the most exciting growth opportunities
available in the marketplace. Although we continue to underweight apartments
and retail properties, we have added to our west coast neighborhood shopping
center holdings and sprinkled in some apartment exposure in the midwest. These
moves bolster the stable end of the portfolio.

Overall, we have tried to maintain a portfolio heavily skewed to opportunistic
growth companies, yet balanced by property type and geography. This should
allow us to weather the periodic rough seas in the real estate markets, yet
benefit from the unique period of growth in which we find ourselves.

MARKET OUTLOOK AND CONCLUSIONS
Our outlook for real estate remains positive. Demand for space remains strong
and supply remains constrained in most markets. We believe the market has
overreacted to the beginning of a normal construction cycle and expect to
benefit from that realization becoming more widespread.

We appreciate your investment in the Alliance Institutional Funds' portfolios,
and we look forward to reporting on their progress to you in the future.

Sincerely,

Alfred Harrison
Executive Vice President

Randall E. Haase
Senior Vice President

Daniel G. Pine
Senior Vice President

SHARES OF THE FUND ARE NOT DEPOSITS OR OBLIGATIONS OF, GUARANTEED OR ENDORSED
BY, ANY BANK; FURTHER, SUCH SHARES ARE NOT FEDERALLY INSURED BY THE FEDERAL
DEPOSIT INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD, OR ANY OTHER AGENCY.
SHARES OF THE FUND INVOLVE INVESTMENT RISKS, INCLUDING THE POSSIBLE LOSS OF
PRINCIPAL.

INVESTMENT OBJECTIVE AND POLICIES
ALLIANCE PREMIER GROWTH INSTITUTIONAL FUND
_______________________________________________________________________________

Alliance Premier Growth Institutional Fund is an open-ended, diversified
investment company that seeks long-term growth of capital by investing in the
common stocks of a limited number of large, carefully selected, high-quality
U.S. companies that are judged likely to achieve superior earnings growth.
Normally, about 40 companies will be represented in the portfolio, with the 25
most highly regarded of these usually constituting 70% of the Fund's net assets.

INVESTMENT RESULTS

AVERAGE ANNUAL TOTAL RETURNS
CLASS I SHARES
4/30/98 3/31/98
------- -------
Since Inception* 24.60% 21.30%

CLASS II SHARES
4/30/98 3/31/98
------- -------
Since Inception* 24.50% 21.10%

The Fund's investment results represent total returns. The returns reflect
reinvestment of dividends and/or capital gains distributions in additional
shares.

Past performance does not guarantee future results. Investment return and
principal value will fluctuate so that an investor's shares, when redeemed, may
be worth more or less than their original cost.

* Inception: 1/7/98 Class I & Class II.

INVESTMENT OBJECTIVE AND POLICIES ALLIANCE QUASAR INSTITUTIONAL FUND
_______________________________________________________________________________

Alliance Quasar Institutional Fund seeks growth of capital by pursuing
aggressive investment policies. Alliance Quasar Institutional Fund invests
primarily in a diversified portfolio of equity securities of any company and
industry and in any type of security which is believed to offer possibilities
for capital appreciation.

INVESTMENT RESULTS

AVERAGE ANNUAL TOTAL RETURNS
CLASS I SHARES
4/30/98 3/31/98
------- -------
Since Inception* 2.40% 0.80%

CLASS II SHARES
4/30/98 3/31/98
------- -------
Since Inception* 2.40% 0.80%

The Fund's investment results represent total returns. The returns reflect
reinvestment of dividends and/or capital gains distributions in additional
shares.

* Inception: 3/17/98 Class I & Class II.

INVESTMENT OBJECTIVE AND POLICIES
ALLIANCE REAL ESTATE INVESTMENT
INSTITUTIONAL FUND
_______________________________________________________________________________

Alliance Real Estate Investment Institutional Fund seeks a total return on its
assets from long-term growth of capital and from income principally through
investing in a portfolio of equity securities of issuers that are primarily
engaged in or related to the real estate industry.

INVESTMENT RESULTS

AVERAGE ANNUAL TOTAL RETURNS
CLASS I SHARES
4/30/98 3/31/98
------- -------
Since Inception* -2.69% 1.38%

CLASS II SHARES
4/30/98 3/31/98
------- -------
Since Inception* -2.91% 1.25%

The Fund's investment results represent total returns. The returns reflect
reinvestment of dividends and/or capital gains distributions in additional
shares.

* Inception: 12/9/97 Class I & Class II.

TEN LARGEST HOLDINGS
APRIL 30, 1998 (UNAUDITED) ALLIANCE PREMIER GROWTH INSTITUTIONAL FUND
_______________________________________________________________________________
PERCENT OF
COMPANY VALUE NET ASSETS
- -------------------------------------------------------------------------------
Philip Morris Cos., Inc. $ 1,791,000 4.7%
Dell Computer Corp. 1,655,375 4.3
Cisco Systems, Inc. 1,582,200 4.1
Nokia Corp. (ADR) 1,518,062 4.0
AirTouch Communications, Inc. 1,434,375 3.8
Home Depot, Inc. 1,368,131 3.6
Tyco International, Ltd. 1,275,300 3.3
Walt Disney Co. 1,199,616 3.1
Intel Corp. 1,119,253 2.9
Citicorp 1,113,700 2.9
$14,057,012 36.7%

MAJOR PORTFOLIO CHANGES
JANUARY 7, 1998* TO APRIL 30, 1998 (UNAUDITED)
_______________________________________________________________________________
SHARES**
-----------------------------------
HOLDINGS
PURCHASES BOUGHT 4/30/98
- -------------------------------------------------------------------------------
AirTouch Communications, Inc. 27,000 27,000
Cisco Systems, Inc. 21,600 21,600
Citicorp 7,400 7,400
Dell Computer Corp. 20,500 20,500
Home Depot, Inc. 19,650 19,650
Intel Corp. 13,850 13,850
MBNA Corp. 32,050 32,050
Nokia Corp. (ADR) 22,700 22,700
Philip Morris Cos., Inc. 48,000 48,000
Tyco International, Ltd. 23,400 23,400

* Commencement of operations.

** Adjusted for stock splits.

TEN LARGEST HOLDINGS
APRIL 30, 1998 (UNAUDITED) ALLIANCE QUASAR INSTITUTIONAL FUND
_______________________________________________________________________________
PERCENT OF
COMPANY VALUE NET ASSETS
- -------------------------------------------------------------------------------
Mohawk Industries, Inc. $ 426,075 3.1%
Bethlehem Steel Corp. 413,962 3.0
Neurex Corp. 362,244 2.6
Chelsea GCA Realty, Inc. 320,775 2.3
Tommy Hilfiger Corp. 305,000 2.2
OMI Corp. 293,562 2.1
Budget Group, Inc. Cl.A 291,450 2.1
Consolidated Freightways Corp. 287,000 2.1
GelTex Pharmaceuticals, Inc. 273,487 2.0
Millicom International Cellular, SA 230,837 1.7
$3,204,392 23.2%

MAJOR PORTFOLIO CHANGES
MARCH 17, 1998* TO APRIL 30, 1998 (UNAUDITED)
_______________________________________________________________________________
SHARES
------------------------------------
HOLDINGS
PURCHASES BOUGHT 4/30/98
- -------------------------------------------------------------------------------
Bethlehem Steel Corp. 26,600 26,600
Budget Group, Inc. Cl.A 8,700 8,700
Chelsea GCA Realty, Inc. 8,400 8,400
Consolidated Freightways Corp. 16,000 16,000
GelTex Pharmaceuticals, Inc. 11,700 11,700
Millicom International Cellular, SA 5,900 5,900
Mohawk Industries, Inc. 13,800 13,800
OMI Corp. 30,500 30,500
Tiffany & Co. 5,000 5,000
Tommy Hilfiger Corp. 5,000 5,000

* Commencement of operations.

TEN LARGEST HOLDINGS
APRIL 30, 1998 (UNAUDITED)
ALLIANCE REAL ESTATE INVESTMENT
INSTITUTIONAL FUND
_______________________________________________________________________________
PERCENT OF
COMPANY VALUE NET ASSETS
- -------------------------------------------------------------------------------
Starwood Hotels & Resorts $ 848,169 4.8%
Equity Office Properties Trust 821,843 4.7
Public Storage, Inc. 719,550 4.1
Patriot American Hospitality, Inc. 679,225 3.9
SL Green Realty Corp. 674,400 3.8
Essex Property Trust, Inc. 646,800 3.7
Crescent Real Estate Equities Co. 634,725 3.6
Glenborough Realty Trust, Inc. 627,412 3.6
Highwoods Properties, Inc. 625,600 3.6
Pan Pacific Retail Properties, Inc. 605,963 3.5
$6,883,687 39.3%

MAJOR PORTFOLIO CHANGES
DECEMBER 9, 1997* TO APRIL 30, 1998 (UNAUDITED)
_______________________________________________________________________________
SHARES**
------------------------------------
HOLDINGS
PURCHASES BOUGHT 4/30/98
- -------------------------------------------------------------------------------
Crescent Real Estate Equities Co. 18,600 18,600
Equity Office Properties Trust 28,900 28,900
Essex Property Trust, Inc. 19,600 19,600
Glenborough Realty Trust, Inc. 23,400 23,400
Highwoods Properties, Inc. 18,400 18,400
Pan Pacific Retail Properties, Inc. 28,600 28,600
Patriot American Hospitality, Inc. 26,900 26,900
Public Storage, Inc. 23,400 23,400
SL Green Realty Corp. 28,100 28,100
Starwood Hotels & Resorts 16,900 16,900

* Commencement of operations.

** Adjusted for spinoffs.

PORTFOLIO OF INVESTMENTS
APRIL 30, 1998 (UNAUDITED) ALLIANCE PREMIER GROWTH INSTITUTIONAL FUND
_______________________________________________________________________________
COMPANY SHARES VALUE
- -------------------------------------------------------------------------
COMMON STOCKS-94.1%
FINANCE-23.3%
BANKING - MONEY CENTER-4.0%
BankAmerica Corp. 5,100 $ 433,500
Citicorp 7,400 1,113,700
------------
1,547,200

BANKING - REGIONAL-2.9%
Banc One Corp. 8,560 503,435
NationsBank Corp. 8,100 613,575
------------
1,117,010

BROKERAGE & MONEY MANAGEMENT-3.6%
Merrill Lynch & Co., Inc. 6,400 561,600
Morgan Stanley, Dean Witter,
Discover and Co. 10,550 832,131
------------
1,393,731

INSURANCE-2.3%
American International Group, Inc. 3,000 394,688
Progressive Corp. 3,600 487,575
------------
882,263

MORTGAGE BANKING-4.6%
Federal Home Loan Mortgage Corp. 8,800 407,550
Federal National Mortgage Assn. 6,800 407,150
H.F. Ahmanson & Co. 12,400 945,500
------------
1,760,200

MISCELLANEOUS-5.9%
Associates First Capital Corp. Cl.A 6,488 484,978
Household International, Inc. 2,150 282,590
MBNA Corp. 32,050 1,085,694
MGIC Investment Corp. 6,250 393,750
------------
2,247,012
------------
8,947,416

CONSUMER SERVICES-21.7%
AIRLINES-4.4%
KLM Royal Dutch Air 6,500 263,656
Northwest Airlines Corp. Cl.A (a) 12,300 645,750
UAL Corp. (a) 8,900 775,969
------------
1,685,375

BROADCASTING & CABLE-5.0%
AirTouch Communications, Inc. (a) 27,000 1,434,375
Tele-Communications, Inc. -
Liberty Media Group Cl.A (a) 14,400 477,900
------------
1,912,275

ENTERTAINMENT & LEISURE-3.4%
Carnival Corp. Cl.A 1,600 111,300
Walt Disney Co. 9,650 1,199,616
------------
1,310,916

RESTAURANTS & LODGING-0.4%
Marriott International, Inc. 2,200 72,600
Cl.A 2,200 70,400
------------
143,000

RETAIL - GENERAL MERCHANDISE-8.5%
Dayton Hudson Corp. 9,600 838,200
Federated Department Stores, Inc. (a) 6,600 324,638
Home Depot, Inc. 19,650 1,368,131
Kohl's Corp. (a) 7,700 318,106
May Department Stores Co. 2,300 141,881
Wal-Mart Stores, Inc. 5,100 257,869
------------
3,248,825
------------
8,300,391

TECHNOLOGY-21.0%
COMMUNICATION EQUIPMENT-6.5%
Ericsson (L.M.) Telephone Co.
Cl.B (ADR) (b) 11,300 581,244
Lucent Technologies, Inc. 1,700 129,413
Nokia Corp. (ADR) (c) 22,700 1,518,062
Tellabs, Inc. (a) 3,400 240,975
------------
2,469,694

COMPUTER HARDWARE-5.7%
Compaq Computer Corp. 19,000 533,187
Dell Computer Corp. (a) 20,500 1,655,375
------------
2,188,562

COMPUTER SOFTWARE-1.8%
Microsoft Corp. (a) 7,500 675,938

ALLIANCE PREMIER GROWTH INSTITUTIONAL FUND
_______________________________________________________________________________
SHARES OR
PRINCIPAL
AMOUNT
COMPANY (000) VALUE
- -------------------------------------------------------------------------
NETWORKING SOFTWARE-4.1%
Cisco Systems, Inc. (a) 21,600 $ 1,582,200

SEMI-CONDUCTOR COMPONENTS-2.9%
Intel Corp. 13,850 1,119,253
------------
8,035,647

HEALTH CARE-11.0%
DRUGS-8.4%
Bristol-Myers Squibb Co. 9,100 963,462
Merck & Co., Inc. 7,650 921,825
Pfizer, Inc. 9,200 1,047,075
Schering-Plough Corp. 3,800 304,475
------------
3,236,837

MEDICAL PRODUCTS-0.3%
Medtronic, Inc. 2,500 131,563

MEDICAL SERVICES-2.3%
United Healthcare Corp. 12,300 864,075
------------
4,232,475

CONSUMER STAPLES-6.0%
FOOD-0.4%
Coca-Cola Co. 2,200 166,925

HOUSEHOLD PRODUCTS-0.9%
Colgate-Palmolive Co. 3,750 336,328

TOBACCO-4.7%
Philip Morris Cos., Inc. 48,000 1,791,000
------------
2,294,253

ENERGY-3.9%
OIL SERVICES-3.9%
Baker Hughes, Inc. 3,500 141,750
Halliburton Co. 11,150 613,250
Schlumberger, Ltd. 8,850 733,444
------------
1,488,444

MULTI INDUSTRY COMPANY-3.3%
Tyco International, Ltd. 23,400 $ 1,275,300

CAPITAL GOODS-2.8%
ELECTRICAL EQUIPMENT-1.1%
General Electric Co. 4,750 404,344

MISCELLANEOUS-1.7%
United Technologies Corp. 6,800 669,375
------------
1,073,719

UTILITIES-1.1%
TELEPHONE UTILITY-1.1%
MCI Communications Corp. 5,200 261,625
WorldCom, Inc. 3,600 154,012
------------
415,637

Total Common Stocks
(cost $34,194,434) 36,063,282

SHORT-TERM INVESTMENT-2.1%
COMMERCIAL PAPER-2.1%
Prudential Funding Corp.
5.55%, 5/01/98
(amortized cost $813,000) $813 813,000

TOTAL INVESTMENTS-96.2%
(cost $35,007,434) 36,876,282
Other assets less liabilities-3.8% 1,461,075

NET ASSETS-100% $ 38,337,357

(a) Non-income producing security.

(b) Country of origin--Sweden.

Glossary:
ADR - American Depositary Receipt

See notes to financial statements.

PORTFOLIO OF INVESTMENTS
APRIL 30, 1998 (UNAUDITED) ALLIANCE QUASAR INSTITUTIONAL FUND
_______________________________________________________________________________
COMPANY SHARES VALUE
- -------------------------------------------------------------------------
COMMON STOCKS-91.7%
CONSUMER PRODUCTS & SERVICES-35.8%
ADVERTISING-1.2%
Princeton Video Image, Inc. (a) 2,900 $ 17,400
Snyder Communications, Inc. (a) 600 25,500
TeleSpectrum Worldwide, Inc. (a) 13,700 119,019
------------
161,919

AIRLINES-4.1%
Alaska Air Group, Inc. (a) 3,500 196,437
America West Airlines, Inc. Cl.B (a) 7,000 211,750
Indigo Aviation AB (ADR) (a)(b) 5,900 78,913
Mesa Air Group, Inc. (a) 11,000 88,000
------------
575,100

APPAREL-4.6%
Nautica Enterprises, Inc. (a) 4,800 119,400
Tommy Hilfiger Corp. (a) 5,000 305,000
Wolverine World Wide, Inc. 7,200 207,900
------------
632,300

BROADCASTING & CABLE-1.7%
Sinclair Broadcast Group, Inc. Cl.A 2,100 108,938
Young Broadcasting Corp. Cl.A (a) 2,600 130,000
------------
238,938

ENTERTAINMENT & LEISURE-4.3%
Bally Total Fitness Holding Corp. (a) 4,100 126,075
Family Golf Centers, Inc. (a) 1,600 67,400
N2K, Inc. (a) 3,700 92,963
Premier Parks, Inc. (a) 3,000 166,875
Signature Resorts, Inc. (a) 8,300 148,362
------------
601,675

RESTAURANTS & LODGING-2.5%
CapStar Hotel Co. (a) 6,600 212,025
Florida Panthers Holdings, Inc. Cl.A (a) 6,000 131,250
------------
343,275

RETAILING-15.0%
Brylane, Inc. (a) 3,000 176,250
Circuit City Stores, Inc. -
Car Max Group (a) 18,100 230,775
Furniture Brands International, Inc. (a) 4,000 117,500
Goody's Family Clothing, Inc. (a) 1,600 79,200
Industrie Natuzzi SpA (ADR) (c) 8,200 210,637
Movado Group, Inc. 3,800 115,663
Pacific Sunwear of California (a) 4,200 185,325
Pep Boys - Manny, Moe & Jack 3,400 73,950
Petco Animal Supplies, Inc. (a) 2,100 41,475
PETsMART, Inc. (a) 7,200 84,600
The Elder-Beerman Stores Corp. (a) 3,400 91,800
The Men's Wearhouse, Inc. (a) 3,100 130,587
Tiffany & Co. 5,000 227,500
Trans World Entertainment Corp. (a) 4,100 110,700
United Rentals, Inc. (a) 5,700 196,294
------------
2,072,256

MISCELLANEOUS-2.4%
Central Garden & Pet Co. (a) 1,600 54,800
Century Business Services, Inc. (a) 11,000 211,750
Provant, Inc. (a) 700 13,037
Waddell & Reed Financial, Inc. Cl.A 2,200 54,450
------------
334,037
------------
4,959,500

BASIC INDUSTRIES-14.4%
BUILDING & RELATED-0.7%
Associated Materials, Inc. (a) 4,900 92,794

METAL HARDWARE-3.0%
Bethlehem Steel Corp. (a) 26,600 413,962

METALS & MINING-0.3%
Royal Oak Mines, Inc. (a) 45,100 50,738

TEXTILE PRODUCTS-3.7%
Mohawk Industries, Inc. (a) 13,800 426,075
Novel Denim Holdings, Ltd. (a) 3,500 88,375
------------
514,450

ALLIANCE QUASAR INSTITUTIONAL FUND
_______________________________________________________________________________
COMPANY SHARES VALUE
- -------------------------------------------------------------------------
TRANSPORTATION & SHIPPING-6.7%
AMERCO (a) 800 $ 25,600
Carey International, Inc. (a) 2,800 63,700
Consolidated Freightways Corp. (a) 16,000 287,000
Knightsbridge Tankers, Ltd. 3,900 112,125
OMI Corp. (a) 30,500 293,562
Teekay Shipping Corp. 4,600 141,450
------------
923,437
------------
1,995,381

HEALTH CARE-12.3%
BIOTECHNOLOGY-6.6%
Corixa Corp. (a) 3,500 25,375
GelTex Pharmaceuticals, Inc. (a) 11,700 273,487
Gensia Sicor, Inc. (a) 15,100 68,894
MedImmune, Inc. (a) 3,300 174,075
Neurex Corp. (a) 12,100 362,244
------------
904,075

DRUGS, HOSPITAL SUPPLIES &
MEDICAL SERVICES-4.8%
American Oncology Resources, Inc. (a) 5,100 76,500
Aradigm Corp. (a) 3,200 46,400
Mid Atlantic Medical Services, Inc. (a) 9,800 125,563
National Surgery Centers, Inc. (a) 7,300 207,137
Synetic, Inc. (a) 2,400 147,750
Veterinary Centers of America, Inc. (a) 3,500 65,406
------------
668,756

MEDICAL PRODUCTS-0.9%
Physio-Control International Corp. (a) 5,300 121,900
------------
1,694,731

TECHNOLOGY-11.5%
COMMUNICATION EQUIPMENT-1.2%
Comverse Technology, Inc. (a) 3,600 170,550

COMPUTER SOFTWARE & SERVICES-3.0%
Checkfree Corp. (a) 3,900 100,425
DBT Online, Inc. (a) 6,600 174,900
Insight Enterprises, Inc. (a) 2,200 87,725
ISS Group, Inc. (a) 400 17,700
QAD, Inc. (a) 2,800 38,850
------------
419,600

NETWORKING SOFTWARE-2.1%
Apex PC Solutions, Inc. (a) 4,900 146,387
Fore Systems, Inc. (a) 6,100 139,538
------------
285,925

SEMI-CONDUCTOR EQUIPMENT-1.6%
Applied Micro Circuits Corp. (a) 2,300 63,537
Brooks Automation, Inc. (a) 3,500 52,938
Photronics, Inc. (a) 1,300 47,938
PMC-Sierra, Inc. 1,200 54,600
------------
219,013

TELECOMMUNICATIONS-3.4%
Globecomm Systems, Inc. (a) 3,600 45,000
GST Telecommunications, Inc. (a) 4,000 62,000
Level One Communications, Inc. (a) 4,200 130,725
Millicom International Cellular, SA (a)(d) 5,900 230,837
------------
468,562

MISCELLANEOUS-0.2%
Excalibur Technologies Corp. (a) 2,100 26,513
------------
1,590,163

CONSUMER MANUFACTURING-7.6%
AUTO & RELATED-7.6%
Avis Rent A Car, Inc. (a) 6,700 175,456
Budget Group, Inc. Cl.A (a) 8,700 291,450
Dollar Thrifty Automotive Group, Inc. (a) 8,400 158,550
Group 1 Automotive, Inc. (a) 8,300 124,500
Miller Industries, Inc. (a) 8,800 69,300
Monaco Coach Corp. (a) 4,550 130,812
United Auto Group, Inc. (a) 5,900 106,938
------------
1,057,006

PORTFOLIO OF INVESTMENTS (CONTINUED) ALLIANCE QUASAR INSTITUTIONAL FUND
_______________________________________________________________________________
COMPANY SHARES VALUE
- -------------------------------------------------------------------------
FINANCIAL SERVICES-5.4%
REAL ESTATE-5.4%
CCA Prison Realty Trust 2,200 $ 77,962
Chelsea GCA Realty, Inc. 8,400 320,775
Glenborough Realty Trust, Inc. 3,500 93,844
Golf Trust of America, Inc. 2,100 68,513
Security Capital Group, Inc. Cl.B (a) 6,200 187,550
------------
748,644

ENERGY-4.7%
OIL & GAS SERVICES-4.7%
Oceaneering International, Inc. (a) 6,500 149,094
Parker Drilling Co. (a) 17,900 183,475
Southern Union Co. 5,200 136,500
Valero Energy Corp. 5,400 174,825
------------
643,894

Total Common Stocks
(cost $12,278,019) 12,689,319

PRINCIPAL
AMOUNT
COMPANY (000) VALUE
- -------------------------------------------------------------------------
SHORT-TERM INVESTMENT-10.1%
U.S. GOVERNMENT & AGENCY-10.1%
Federal Home Loan Mortgage Corp.
5.45%, 5/01/98
(amortized cost $1,400,000) $1,400 $ 1,400,000

TOTAL INVESTMENTS-101.8%
(cost $13,678,019) 14,089,319
Other assets less liabilities-(1.8%) (253,521)

NET ASSETS-100% $ 13,835,798

(a) Non-income producing security.

(b) Country of origin--Sweden.

(d) Country of origin--Luxembourg.

Glossary:
ADR - American Depositary Receipt

See notes to financial statements.

PORTFOLIO OF INVESTMENTS
APRIL 30, 1998 (UNAUDITED)
ALLIANCE REAL ESTATE INVESTMENT
INSTITUTIONAL FUND
_______________________________________________________________________________
COMPANY SHARES VALUE
- -------------------------------------------------------------------------
COMMON STOCKS-96.9%
REAL ESTATE INVESTMENT TRUSTS-96.9%
APARTMENTS-10.2%
Avalon Properties, Inc. 12,800 $ 360,000
Bay Apartment Communities, Inc. 7,300 270,100
Essex Property Trust, Inc. 19,600 646,800
Security Capital Pacific Trust 22,900 512,387
------------
1,789,287

CORRECTIONAL FACILITIES-1.9%
Correctional Properties Trust (a) 14,300 329,794

DIVERSIFIED-6.5%
Glenborough Realty Trust, Inc. 23,400 627,412
Golf Trust of America, Inc. 15,800 515,475
------------
1,142,887

HOTELS & RESTAURANTS-15.8%
American General Hospitality Corp. 17,000 426,062
Innkeepers USA Trust 26,300 397,788
Patriot American Hospitality, Inc. 26,900 679,225
Starwood Hotels & Resorts 16,900 848,169
Sunstone Hotel Investors, Inc. 26,600 412,300
------------
2,763,544

OFFICE-22.9%
Arden Realty Group, Inc. 21,500 603,344
Boston Properties, Inc. 8,700 287,644
Brookfield Properties Corp. (b) 12,500 206,301
Crescent Real Estate Equities Co. 18,600 634,725
Equity Office Properties Trust 28,900 821,843
Excel Legacy Corp. (a) 11,800 61,950
Great Lakes REIT, Inc. 11,500 210,594
Mack-Cali Realty Corp. 13,700 514,606
SL Green Realty Corp. 28,100 674,400
------------
4,015,407

SHARES OR
PRINCIPAL
AMOUNT
COMPANY (000) VALUE
- -------------------------------------------------------------------------
OFFICE - INDUSTRIAL MIX-15.3%
Brandywine Realty Trust 24,800 $ 564,200
Duke Realty Investments, Inc. 15,800 376,238
Highwoods Properties, Inc. 18,400 625,600
Reckson Associates Realty Corp. 21,200 519,400
Spieker Properties, Inc. 14,900 590,412
------------
2,675,850

REGIONAL MALLS-5.7%
Macerich Co. 18,800 527,575
Mills Corp. 18,700 466,331
------------
993,906

SHOPPING CENTERS-8.0%
Entertainment Properties Trust 17,500 344,531
Excel Realty Trust, Inc. 13,300 355,775
Pacific Retail Trust Co. (a)(c) 7,500 97,500
Pan Pacific Retail Properties, Inc. 28,600 605,963
------------
1,403,769

STORAGE-4.1%
Public Storage, Inc. 23,400 719,550

WAREHOUSE & INDUSTRIAL-6.5%
Cabot Industrial Trust 16,900 382,363
Meridian Industrial Trust, Inc. 9,600 222,000
Security Capital Industrial Trust 22,300 544,956
------------
1,149,319

Total Common Stocks
(cost $17,760,816) 16,983,313

SHORT-TERM INVESTMENT-3.8%
TIME DEPOSIT-3.8%
State Street Cayman Islands
5.25%, 5/01/98
(amortized cost $660,000) $660 660,000

TOTAL INVESTMENTS-100.7%
(cost $18,420,816) 17,643,313
Other assets less liabilities-(0.7%) (122,226)

NET ASSETS-100% $ 17,521,087

(a) Non-income producing security.

(b) Country of origin--Canada.

(c) Securities are exempt from registration under Rule 144A of the Securities
Act of 1933. These securities may be resold in transactions exempt from
registration, normally to qualified institutional buyers. At April 30, 1998,
these securities amounted to $97,500 or .5% of net assets.

See notes to financial statements.

STATEMENTS OF ASSETS AND LIABILITIES
APRIL 30, 1998 (UNAUDITED) ALLIANCE INSTITUTIONAL FUNDS
_______________________________________________________________________________
<TABLE>
<CAPTION>
REAL ESTATE
PREMIER GROWTH QUASAR INVESTMENT
INSTITUTIONAL INSTITUTIONAL INSTITUTIONAL
FUND FUND FUND
---------------- ---------------- ----------------
<S> <C> <C> <C>
ASSETS
Investments in securities, at value
(cost $35,007,434, $13,678,019, and
$18,420,816, respectively) $ 36,876,282 $ 14,089,319 $ 17,643,313
Cash 98 83,493 512
Receivable for capital stock sold 1,942,151 17,600 46,182
Deferred organization expenses 68,578 71,298 67,459
Receivable for investment securities sold 54,204 37,289 -0-
Receivable due from adviser -0- 5,435 6,686
Interest and dividends receivable 15,065 3,048 25,949
Total assets 38,956,378 14,307,482 17,790,101

LIABILITIES
Payable for investment securities
purchased 495,945 374,923 128,821
Advisory fee payable 8,903 -0- -0-
Distribution fee payable 10 -0- -0-
Accrued expenses 114,163 96,761 140,193
Total liabilities 619,021 471,684 269,014

NET ASSETS $ 38,337,357 $ 13,835,798 $ 17,521,087

COMPOSITION OF NET ASSETS
Capital stock, at par $ 3,076 $ 1,351 $ 1,831
Additional paid-in capital 35,753,562 13,519,986 18,193,456
Undistributed net investment income 20,782 5,802 89,924
Accumulated net realized gain (loss)
on investments and foreign currency
transactions 691,089 (102,641) 13,420
Net unrealized appreciation
(depreciation) of investments and
foreign currency denominated assets
and liabilities 1,868,848 411,300 (777,544)
------------ ------------ ------------
$ 38,337,357 $ 13,835,798 $ 17,521,087

CALCULATION OF MAXIMUM OFFERING PRICE
CLASS I SHARES
Net asset value, redemption and offering
price per share ($36,304,830/2,912,679,
$13,835,460/1,351,362 and $17,520,757/
1,830,779 shares of capital stock
issued and outstanding, respectively) $12.46 $10.24 $ 9.57

CLASS II SHARES
Net asset value, redemption and offering
price per share ($2,032,527 / 163,239,
$338 / 33 and $330 / 34.5 shares of
capital stock issued and outstanding,
respectively) $12.45 $10.24 $ 9.56
</TABLE>

See notes to financial statements.

STATEMENTS OF OPERATIONS
PERIOD ENDED APRIL 30, 1998 (UNAUDITED) ALLIANCE INSTITUTIONAL FUNDS
_______________________________________________________________________________
<TABLE>
<CAPTION>
REAL ESTATE
PREMIER GROWTH QUASAR INVESTMENT
INSTITUTIONAL INSTITUTIONAL INSTITUTIONAL
FUND(A) FUND(B) FUND(C)
---------------- ---------------- ----------------
<S> <C> <C> <C>
INVESTMENT INCOME
Dividends (Net of foreign taxes withheld
of $3,039, $0 and $0, respectively) $ 46,803 $ 11,387 $ 326,245
Interest 18,945 13,633 20,018
Total income 65,748 25,020 346,263

EXPENSES
Advisory fee 49,948 16,015 44,515
Distribution fee - Class II 10 -0- -0-
Administrative 37,436 14,707 47,463
Audit and legal 24,747 12,600 34,260
Custodian 10,741 6,210 28,529
Printing 7,571 3,870 10,214
Amortization of organization expenses 4,520 1,800 5,640
Directors' fees 4,100 1,000 4,800
Registration 3,189 675 2,409
Transfer agency 2,500 801 2,473
Miscellaneous 1,183 620 2,584
Total expenses 145,945 58,298 182,887
Less: expenses waived and assumed by
adviser (See Note B) (100,979) (39,080) (133,426)
Net expenses 44,966 19,218 49,461
Net investment income 20,782 5,802 296,802

REALIZED AND UNREALIZED GAIN (LOSS) ON
INVESTMENTS AND FOREIGN CURRENCY
TRANSACTIONS
Net realized gain (loss) on investment
transactions 691,089 (102,641) 13,287
Net realized gain on foreign currency
transactions -0- -0- 133
Net unrealized appreciation
(depreciation) of:
Investments 1,868,848 411,300 (777,503)
Foreign currency denominated assets
and liabilities -0- -0- (41)
Net gain (loss) on investments and
foreign currency transactions 2,559,937 308,659 (764,124)

NET INCREASE (DECREASE) IN NET ASSETS
FROM OPERATIONS $ 2,580,719 $ 314,461 $ (467,322)
</TABLE>

(a) Commencement of operations, January 7, 1998.

(b) Commencement of operations, March 17, 1998.

STATEMENT OF CHANGES IN NET ASSETS
PERIOD ENDED APRIL 30, 1998 (UNAUDITED) ALLIANCE INSTITUTIONAL FUNDS
_______________________________________________________________________________
<TABLE>
<CAPTION>
REAL ESTATE
PREMIER GROWTH QUASAR INVESTMENT
INSTITUTIONAL INSTITUTIONAL INSTITUTIONAL
FUND(A) FUND(B) FUND(C)
---------------- ---------------- ----------------
<S> <C> <C> <C>
INCREASE (DECREASE) IN NET ASSETS FROM
OPERATIONS
Net investment income $ 20,782 $ 5,802 $ 296,802
Net realized gain (loss) on investments
and foreign currency transactions 691,089 (102,641) 13,420
Net unrealized appreciation
(depreciation) of investments and
foreign currency denominated assets
and liabilities 1,868,848 411,300 (777,544)
Net increase (decrease) in net assets
from operations 2,580,719 314,461 (467,322)

DIVIDENDS TO SHAREHOLDERS FROM:
Net investment income
Class I -0- -0- (206,873)
Class II -0- -0- (5)

CAPITAL STOCK TRANSACTIONS
Net increase 35,723,308 13,488,007 18,161,947
Total increase 38,304,027 13,802,468 17,487,747

NET ASSETS
Beginning of period 33,330 33,330 33,340
End of period (including undistributed
net investment income of $20,782,
$5,802 and $89,924, respectively) $ 38,337,357 $ 13,835,798 $ 17,521,087
</TABLE>

(a) Commencement of operations, January 7, 1998.

(b) Commencement of operations, March 17, 1998.

NOTES TO FINANCIAL STATEMENTS
APRIL 30, 1998 (UNAUDITED) ALLIANCE INSTITUTIONAL FUNDS
_______________________________________________________________________________

NOTE A: SIGNIFICANT ACCOUNTING POLICIES
Alliance Institutional Funds, Inc. (the "Company") was organized as a Maryland
corporation on October 3, 1997 and is registered under the Investment Company
Act of 1940 as an open-end series investment company. The Company is comprised
of three funds, Alliance Premier Growth Institutional Fund, Alliance Quasar
Institutional Fund and Alliance Real Estate Investment Institutional Fund (the
"Funds"). Each Fund has different investment objectives and policies. Prior to
the commencement of operations on January 7, 1998, March 17, 1998 and December
9, 1997, the Funds had no operations other than the sale to Alliance Capital
Management L.P. (the "Adviser") of 3,300 shares of Class I common stock of each
Fund for $33,000, and 33 shares of Class II common stock of the Alliance
Premier Growth Institutional Fund the Alliance Quasar Institutional Fund for
$330 and 34 shares of Class II common stock of the Alliance Real Estate
Investment Institutional Fund for $340 in each case on November 12, 1997. Each
Fund offers Class I and Class II shares. Sales are made without a sales charge,
at each Fund's net asset value per share. Each class of shares have identical
voting, dividend, liquidation and other rights, except that each class bears
different distribution expenses and has exclusive voting rights with respect to
its distribution plan. The financial statements have been prepared in
conformity with generally accepted accounting principles which require
management to make certain estimates and assumptions that affect the reported
amounts of assets and liabilities in the financial statements and amounts of
income and expenses during the reporting period. Actual results could differ
from those estimates. The following is a summary of significant accounting
policies followed by the Funds.

1. SECURITY VALUATION
Portfolio securities traded on a national securities exchange are generally
valued at the last reported sales price or if no sale occurred, at the mean of
the closing bid and asked price on that day. Securities traded in the
over-the-counter market, including securities traded on a national securities
exchange whose primary market is believed to be over-the-counter, are valued at
the mean of the current bid and asked prices. Readily marketable debt
securities are valued at the last sale price. Securities which mature in 60
days or less are valued at amortized cost, unless this method does not
represent fair value. Securities for which current market quotations are not
readily available are valued at their fair value as determined in good faith
by, or in accordance with procedures adopted by, the Board of Directors. Fixed
income securities may be valued on the basis of prices obtained from a pricing
service when such prices are believed to reflect the fair market value of such
securities.

2. CURRENCY TRANSLATION
Assets and liabilities denominated in foreign currencies and commitments under
forward exchange currency contracts are translated into U.S. dollars at the
mean of the quoted bid and asked price of such currencies against the U.S.
dollar. Purchases and sales of portfolio securities are translated into U.S.
dollars at the rates of exchange prevailing when such securities were acquired
or sold. Income and expenses are translated into U.S. dollars at rates of
exchange prevailing when accrued.

Net realized foreign currency gains and losses represent foreign exchange gains
and losses from sales and maturities of securities, closed forward exchange
currency contracts, holding of foreign currencies, options on foreign
currencies, exchange gains and losses realized between the trade and settlement
dates on security transactions, and the difference between the amounts of
interest and dividends recorded on the Fund's books and the U.S. dollar
equivalent amounts actually received or paid. Net currency gains and losses
from valuing foreign currency denominated assets and liabilities at period end
exchange rates are reflected as a component of net unrealized appreciation
(depreciation) of investments and foreign currency denominated assets and
liabilities.

3. ORGANIZATION EXPENSES
Organization expenses of approximately $73,099 for the Real Estate Investment
Institutional Fund, $73,098 for the Premier Growth Institutional Fund and
$73,098 for the Quasar Institutional Fund have been deferred and are being
amortized on a straight-line basis through December 2002, January and March
2003, respectively.

4. TAXES
It is each Fund's policy to meet the requirements of the Internal Revenue Code
applicable to regulated investment companies and to distribute all of its
investment company taxable income and net realized gains, if any, to

NOTES TO FINANCIAL STATEMENTS (CONTINUED) ALLIANCE INSTITUTIONAL FUNDS
_______________________________________________________________________________

shareholders. Therefore, no provisions for federal income or excise taxes are
required.

5. INVESTMENT INCOME AND INVESTMENT TRANSACTIONS
Dividend income is recorded on the ex-dividend date. Interest income is accrued
daily. Investment transactions are accounted for on the date securities are
purchased or sold. The Fund accretes discounts and amortizes premiums as
adjustments to interest income. Investment gains and losses are determined on
the identified cost basis.

6. INCOME AND EXPENSES
All income earned and expenses incurred by the Fund are borne on a pro-rata
basis by each outstanding class of shares, based on the proportionate interest
in the Fund represented by the net assets of such class, except that Class II
shares bear higher transfer agent fees. Expenses of the Trust are charged to
each Fund in proportion to net assets.

7. DIVIDENDS AND DISTRIBUTIONS
Dividends and distributions to shareholders are recorded on the ex-dividend
date.

Income dividends and capital gains distributions are determined in accordance
with federal tax regulations and may differ from those determined in accordance
with generally accepted accounting principles. To the extent these differences
are permanent, such amounts are reclassified within the capital accounts based
on their federal tax basis treatment; temporary differences, do not require
such reclassification.

NOTE B: ADVISORY FEE AND OTHER TRANSACTIONS WITH AFFILIATES
Under an Investment Advisory Agreement, the Funds pay Alliance Capital
Management L.P. (the "Adviser"), an advisory fee at an annual rate of .90% of
the Real Estate Investment Institutional Fund's average daily net assets and 1%
of the Premier Growth Institutional Fund and Quasar Institutional Fund's
average net assets. Such fees are accrued daily and paid monthly. The Adviser
has agreed to voluntarily waive its fees and bear certain expenses so that
total expenses do not exceed on an annual basis .90% and 1.30% of average net
assets for Class I and Class II of the Premier Growth Institutional Fund; 1.20%
and 1.60% of average net assets for Class I and Class IIof the Quasar
Institutional Fund and 1.00% and 1.40% of average net assets for Class Iand
Class II for the Real Estate Investment Institutional Fund. For the period
ended April 30, 1998 such reimbursement amounted to: Premier Growth
Institutional Fund $63,543; Quasar Institutional Fund $24,373 and Real Estate
Investment Institutional Fund $85,963.

Pursuant to the advisory agreement, the Adviser provides to each Fund certain
legal and accounting services. For the period ended April 30, 1998, the Adviser
agreed to waive its fees for such services. Such waiver amounted to: Premier
Growth Institutional Fund $37,436; Quasar Institutional Fund $14,707 and Real
Estate Investment Institutional Fund $47,463.

The Funds compensate Alliance Fund Services, Inc., a wholly-owned subsidiary of
the Adviser, under a Transfer Agency Agreement for providing personnel and
facilities to perform transfer agency services for the Funds. Such compensation
amounted to $2,500, $801 and $2,473 respectively for the Premier Growth
Institutional Fund, the Quasar Institutional Fund and the Real Estate
Investment Institutional Fund for the period ended April 30, 1998.

Brokerage commissions paid on investment transactions for the period ended
April 30, 1998 amounted to $27,798 for the Premier Growth Institutional Fund;
$21,704 for the Quasar Institutional Fund and $32,758 for the Real Estate
Investment Institutional Fund, none of which was paid to Donaldson, Lufkin &
Jenrette Securities Corp., an affiliate of the Adviser.

NOTE C: DISTRIBUTION SERVICES AGREEMENT
The Funds have adopted a Distribution Services Agreement (the "Agreement")
pursuant to Rule 12b-1 under the Investment Company Act of 1940. Under the
Agreement, the Funds pay a distribution fee to the Distributor at an annual
rate of up to .30% of average daily net assets attributable to Class II shares.
There is no distribution fee on Class I shares. The fees are accrued daily and
paid monthly. The Agreement provides that the Distributor will use such
payments in their entirety for distribution

ALLIANCE INSTITUTIONAL FUNDS
_______________________________________________________________________________

assistance and promotional activities. In accordance with the Agreement, there
is no provision for recovery of unreimbursed distribution costs incurred by the
Distributor beyond the current fiscal year for Class II shares. The Agreement
also provides that the Adviser may use its own resources to finance the
distribution of the Fund's shares.

NOTE D: INVESTMENT TRANSACTIONS
Purchases and sales of investment securities (excluding short-term investments)
for the period ended April 30, 1998 were as follows:

<TABLE>
<CAPTION>
PURCHASES SALES
----------------------------------- -----------------------------------
STOCKS AND U.S. GOVERNMENT STOCKS AND U.S. GOVERNMENT
FUND DEBT OBLIGATIONS AND AGENCIES DEBT OBLIGATIONS AND AGENCIES
- ----------- ----------------- --------------- ----------------- ---------------
<S> <C> <C> <C> <C>
Premier Growth Institutional $ 36,991,038 $ 841,232 $ 4,328,925 $-0-
Quasar Institutional 14,282,501 -0- 1,901,841 -0-
Real Estate Investment
Institutional 17,898,248 -0- 150,719 -0-
</TABLE>

At April 30, 1998, the cost of investments for federal income tax purposes and
the tax basis gross unrealized appreciation, depreciation and net unrealized
appreciation (depreciation), excluding foreign currency transactions, were as
follows:

<TABLE>
<CAPTION>
GROSS UNREALIZED NET UNREALIZED
---------------------------------- APPRECIATION
FUND COST APPRECIATION DEPRECIATION (DEPRECIATION)
- ----------- ----------------- --------------- ----------------- ---------------
<S> <C> <C> <C> <C>
Premier Growth Institutional $ 35,011,039 $ 2,569,037 $ (703,794) $ 1,865,243
Quasar Institutional 13,678,019 852,011 (440,711) 411,300
Real Estate Investment
Institutional 18,420,816 92,808 (870,311) (777,503)
</TABLE>

NOTE E: CAPITAL STOCK
There are 18,000,000,000 shares of $.001 par value capital stock authorized,
6,000,000,000 shares each for Premier Growth Institutional Fund, Quasar
Institutional Fund and Real Estate Investment Institutional Fund. Each Fund
consists of two classes designated Class I and Class II, each with
3,000,000,000 authorized shares. Transactions in shares of capital stock were
as follows:

PREMIER GROWTH INSTITUTIONAL FUND
SHARES AMOUNT
------------------ ------------------
JANUARY 7, 1998(A) JANUARY 7, 1998(A)
TO TO
APRIL 30, 1998 APRIL 30, 1998
(UNAUDITED) (UNAUDITED)
------------------ ------------------
CLASS I
Shares sold 2,976,091 $ 34,527,292
Shares redeemed (66,712) (801,233)
Net increase 2,909,379 $ 33,726,059

(a) Commencement of operations.

NOTES TO FINANCIAL STATEMENTS (CONTINUED) ALLIANCE INSTITUTIONAL FUNDS
_______________________________________________________________________________

PREMIER GROWTH INSTITUTIONAL FUND
SHARES AMOUNT
------------------ ------------------
JANUARY 7, 1998(A) JANUARY 7, 1998(A)
TO TO
APRIL 30, 1998 APRIL 30, 1998
(UNAUDITED) (UNAUDITED)
------------------ ------------------
CLASS II
Shares sold 163,206 $ 1,997,249
Net increase 163,206 $ 1,997,249

QUASAR INSTITUTIONAL FUND
SHARES AMOUNT
------------------ ------------------
MARCH 17, 1998(A) MARCH 17, 1998(A)
TO TO
APRIL 30, 1998 APRIL 30, 1998
(UNAUDITED) (UNAUDITED)
------------------ ------------------
CLASS I
Shares sold 1,382,157 $ 13,831,691
Shares redeemed (34,095) (343,684)
Net increase 1,348,062 $ 13,488,007

REAL ESTATE INVESTMENT INSTITUTIONAL FUND
SHARES AMOUNT
------------------ ------------------
DECEMBER 9, 1997(A) DECEMBER 9, 1997(A)
TO TO
APRIL 30, 1998 APRIL 30, 1998
(UNAUDITED) (UNAUDITED)
------------------ ------------------
CLASS I
Shares sold 1,855,244 $ 18,443,714
Shares issued in reinvestment
of dividends 21,525 206,872
Shares redeemed (49,290) (488,644)
Net increase 1,827,479 $ 18,161,942

CLASS II
Shares issued in reinvestment
of dividends 1 $ 5
Net increase 1 $ 5

(a) Commencement of operations.

FINANCIAL HIGHLIGHTS ALLIANCE INSTITUTIONAL FUNDS
_______________________________________________________________________________

SELECTED DATA FOR A SHARE OF CAPITAL STOCK OUTSTANDING THROUGHOUT EACH PERIOD

<TABLE>
<CAPTION>
REAL ESTATE
PREMIER GROWTH QUASAR INVESTMENT
INSTITUTIONAL INSTITUTIONAL INSTITUTIONAL
FUND FUND FUND
CLASS I CLASS I CLASS I
---------------- ---------------- ----------------
JAN. 7, 1998(A) MAR. 17, 1998(A) DEC. 9, 1997(A)
TO TO TO
APRIL 30, 1998 APRIL 30, 1998 APRIL 30, 1998
(UNAUDITED) (UNAUDITED) (UNAUDITED)
---------------- ---------------- ----------------
<S> <C> <C> <C>
Net asset value, beginning of period $10.00 $10.00 $10.00

INCOME FROM INVESTMENT OPERATIONS
Net investment income (b) .01 -0- .21
Net realized and unrealized gain (loss)
on investment transactions 2.45 .24 (.48)
Net increase (decrease) in net asset
value from operations 2.46 .24 (.27)

LESS: DIVIDENDS
Dividends from net investment income -0- -0- (.16)
Net asset value, end of period $12.46 $10.24 $ 9.57

TOTAL RETURN
Total investment return based on net
asset value (c) 24.60% 2.40% (2.69)%

RATIOS/SUPPLEMENTAL DATA
Net assets, end of period
(000's omitted) $36,305 $13,835 $17,521
Ratios to average net assets of:
Expenses, net of waivers/
reimbursements (d) .90% 1.20% 1.00%
Expenses, before waivers/
reimbursements (d) 2.92% 3.64% 3.70%
Net investment income (d) .42% .36% 6.00%
Portfolio turnover rate 28% 23% 1%
</TABLE>

See footnote summary on page 26.

FINANCIAL HIGHLIGHTS (CONTINUED) ALLIANCE INSTITUTIONAL FUNDS
_______________________________________________________________________________

SELECTED DATA FOR A SHARE OF CAPITAL STOCK OUTSTANDING THROUGHOUT EACH PERIOD

<TABLE>
<CAPTION>
REAL ESTATE
PREMIER GROWTH QUASAR INVESTMENT
INSTITUTIONAL INSTITUTIONAL INSTITUTIONAL
FUND FUND FUND
CLASS II CLASS II CLASS II
---------------- ---------------- ----------------
JAN. 7, 1998(A) MAR. 17, 1998(A) DEC. 9, 1997(A)
TO TO TO
APRIL 30, 1998 APRIL 30, 1998 APRIL 30, 1998
(UNAUDITED) (UNAUDITED) (UNAUDITED)
---------------- ---------------- ----------------
<S> <C> <C> <C>
Net asset value, beginning of period $10.00 $10.00 $10.00

INCOME FROM INVESTMENT OPERATIONS
Net investment income (b) -0- -0- .21
Net realized and unrealized gain (loss)
on investment transactions 2.45 .24 (.50)
Net increase (decrease) in net asset
value from operations 2.45 .24 (.29)

LESS: DIVIDENDS
Dividends from net investment income -0- -0- (.15)
Net asset value, end of period $12.45 $10.24 $ 9.56

TOTAL RETURN
Total investment return based on net
asset value (c) 24.50% 2.40% (2.91)%

RATIOS/SUPPLEMENTAL DATA
Net assets, end of period $2,033(e) $338 $330
Ratios to average net assets of:
Expenses, net of waivers/
reimbursements (d) 1.30% 1.60% 1.40%
Expenses, before waivers/
reimbursements (d) 4.58% 4.25% 4.32%
Net investment income (loss) (d) (1.31)% .05% 5.17%
Portfolio turnover rate 28% 23% 1%
</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. Total investment return calculated
for a period of less than one year is not annualized.

(d) Annualized.

(e) 000's omitted.

ALLIANCE INSTITUTIONAL FUNDS
_______________________________________________________________________________

BOARD OF DIRECTORS
JOHN D. CARIFA, CHAIRMAN AND PRESIDENT
RUTH BLOCK (1)
DAVID H. DIEVLER (1)
JOHN H. DOBKIN (1)
WILLIAM H. FOULK, JR. (1)
DR. JAMES M. HESTER (1)
CLIFFORD L. MICHEL (1)
DONALD J. ROBINSON (1)

OFFICERS
ALFRED HARRISON, EXECUTIVE VICE PRESIDENT
ALDEN M. STEWART, EXECUTIVE VICE PRESIDENT
KATHLEEN A. CORBET, SENIOR VICE PRESIDENT
RANDALL E. HAASE, SENIOR VICE PRESIDENT
DANIEL G. PINE, SENIOR VICE PRESIDENT
THOMAS BARDONG, VICE PRESIDENT
DAVID A. KRUTH, VICE PRESIDENT
DANIEL V. PANKER, VICE PRESIDENT
EDMUND P. BERGAN, JR., SECRETARY
MARK D. GERSTEN, TREASURER & CHIEF FINANCIAL OFFICER
VINCENT S. NOTO, CONTROLLER

CUSTODIAN
STATE STREET BANK & TRUST COMPANY
225 Franklin Street
Boston, MA 02116

PRINCIPAL UNDERWRITER
ALLIANCE FUND DISTRIBUTORS, INC.
1345 Avenue of the Americas
New York, NY 10105

LEGAL COUNSEL
SEWARD & KISSEL
One Battery Park Plaza
New York, NY 10004

INDEPENDENT AUDITORS
ERNST & YOUNG LLP
787 Seventh Avenue
New York, NY 10019

TRANSFER AGENT
ALLIANCE FUND SERVICES, INC.
P.O. Box 1520
Secaucus, NJ 07096-1520
Toll-free 1-(800) 221-5672

(1) Member of the Audit Committee.

ALLIANCE INSTITUTIONAL FUNDS
1345 Avenue of the Americas
New York, NY 10105
(800) 221-5672

ALLIANCE CAPITAL

THIS REPORT IS INTENDED SOLELY FOR DISTRIBUTION TO CURRENT SHAREHOLDERS
OF THE FUND.

R THESE REGISTERED SERVICE MARKS USED UNDER LICENSE FROM THE OWNER,
ALLIANCE CAPITAL MANAGEMENT L.P.

AIFSR