ALLIANCE FUND INC
N-30D, 1995-08-07
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THE ALLIANCE FUND

SEMI-ANNUAL REPORT
MAY 31, 1995

Alliance
Mutual funds without the Mystery.
(Cover)


LETTER TO SHAREHOLDERS
                                                              THE ALLIANCE FUND
-------------------------------------------------------------------------------

July 10, 1995


Dear Shareholder:

We are pleased to provide you with an update of The Alliance Fund's performance 
and investment activity during its fiscal semi-annual reporting period ended 
May 31, 1995. The following table compares your Fund's total returns over the 
period with that of the overall U.S. stock market, represented by the unmanaged 
S&P 500-stock Index, and with the Russell 1000 Index, also unmanaged, which is 
composed of the 1,000 largest U.S. stocks as measured by price-to-book ratios.

                                      Six Months Ended May 31, 1995
                                    Total Return         Ending NAV
                                    ------------         ----------
  THE ALLIANCE FUND
    Class A                            +15.01%              $6.44
    Class B                            +14.36%              $6.27
    Class C                            +14.36%              $6.27
  S&P 500                              +19.17%
  RUSSELL 1000                         +18.41%

The Fund's total returns are based on the net asset values of each class of 
shares as of May 31; additional investment results appear on page 3.

MARKET OVERVIEW
Evidence of a substantial slowing in economic activity has emerged over the 
last few months as a result of restrictive Federal Reserve policy and a 
slowdown in trade. In the months immediately ahead, the slowdown is expected to 
continue as businesses attempt to reduce unwanted inventories by trimming 
production schedules and employment. 

We have reduced our growth expectations to reflect these trends, however, we do 
not believe that the economy is headed into a recession. The trade picture 
seems to be stabilizing, domestic consumers seem able and willing to spend, and 
the Federal Reserve recently trimmed short-term interest rates as inflation 
fears have abated. The budget debate, which won't be resolved until September 
or October, is important in this regard; and for now we're optimistic that real 
progress toward deficit reduction will be made.

Thus, the near-term economic outlook is for slower but steady and extended 
growth, coupled with diminished inflation fears. This suggests slightly lower 
interest rates and moderately high (16-18x) price earnings rates for common 
stocks.

PORTFOLIO STRATEGY
During the more difficult equity market of 1994, we consistently viewed the 
Federal Reserve's actions as positive for equities because it gave us the 
chance to benefit from an extended economic cycle in 1995 and hopefully beyond.
We continue to see advances in corporate profits and cash flow, and are 
particularly impressed with the balance sheet improvements that have developed. 
The U.S. dollar remains low, placing our assets at an attractive level in world 
markets. Additionally, the more conservative fiscal dialogue in Washington 
helps investor confidence and should sustain price earnings multiples at 
current or better levels.

After the market's advance we will be particularly watchful that today's 
economic slowdown does not slip into a mild recession (which we do not expect), 
and that the stock market's enthusiasm for certain sectors such as technology 
is not taken to extreme.

DISCIPLINED INVESTING FOR LONG-TERM GOALS
Because your Fund's primary investment objective is to seek long-term capital 
appreciation, we believe that a dollar-cost averaging approach to investing in 
its shares may be particularly appropriate. Dollar-cost averaging involves 
investing the same amount of money at regular intervals, enabling you to buy 
more shares when prices decline or fewer when prices are high. Historically, 
dollar-cost averaging has resulted in an overall lower price per share for 
mutual fund investors, however, it is a long-term investment strategy and 
cannot guarantee a profit or remove the risk of a loss in declining markets.

1


                                                              THE ALLIANCE FUND
-------------------------------------------------------------------------------
We appreciate your investment in The Alliance Fund and look forward to updating 
you on its progress later in the year.

Sincerely,


John D. Carifa
Chairman and President



Alfred HarrisonExecutive Vice President2Investment Results                    
The Alliance Fund
-------------------------------------------------------------------------------
Average Annual Total Return as of May 31, 1995
CLASS A SHARES                                       Without               With
                                    Sales Charge        Sales Charge
                                    --------------------------------
 . One Year                             +14.32%              +9.40%
 . Five Years                           +12.08              +11.10
 . Ten Years                            +11.07              +10.98

CLASS B SHARES
                                       Without               With
                                    Sales Charge        Sales Charge
                                    --------------------------------
 . One Year                             +13.31%              +9.49%
 . Since Inception*                     +11.80              +11.80

CLASS C SHARES
 . One Year                             +13.31%
 . Since Inception*                     +11.32


The average annual total returns reflect investment of dividends and/or capital 
gains distributions in additional shares-with and without the effect of the 
4.25% maximum front-end sales charge for Class A or applicable contingent 
deferred sales charge for Class B (4% year 1, 3% year 2, 2% year 3, 1% year 4); 
Class C shares are not subject to front-end or contingent deferred sales 
charges. 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: 3/4/91, Class B; 5/3/93, Class C.

3


TEN LARGEST HOLDINGS
MAY 31, 1995 (UNAUDITED)                                      THE ALLIANCE FUND
-------------------------------------------------------------------------------

COMPANY                                         VALUE     PERCENT OF NET ASSETS
-------------------------------------------------------------------------------
Philip Morris Cos., Inc.                   $ 47,689,400            5.7%
Intel Corp.                                  46,538,850            5.5
United Healthcare, Inc.                      35,476,900            4.2
Motorola, Inc.                               33,589,875            4.0
Norwest Corp.                                31,382,750            3.7
UAL Corp.                                    29,284,750            3.5
Tele-Communications, Inc. Cl.A               25,269,725            3.0
General Motors Corp. (common & Cl.H)         24,669,000            3.0
Nokia Corp. (ADR)                            24,645,000            2.9
Hewlett-Packard Co.                          23,725,650            2.8
                                           $322,271,900           38.3%
 
MAJOR PORTFOLIO CHANGES
MAY 31, 1995 (UNAUDITED)
                                                       SHARES*
-------------------------------------------------------------------------------
PURCHASES                                        BOUGHT    HOLDINGS 5/31/95
Air-Touch Communications, Inc.                  439,100        688,000
Dow Chemical Co.                                195,000        230,000
Hewlett-Packard Co.                             358,800        358,800
McDonald's Corp.                                356,200        356,200
Nokia Corp. (ADR)                               530,000        530,000
Pfizer, Inc.                                    125,000        125,000
Philip Morris Cos., Inc.                        654,400        654,400
Viacom, Inc. Cl.B                               288,500        348,498
Walt Disney Co.                                 402,000        402,000
Xerox Corp.                                     129,900        129,900
   
SALES                                             SOLD      HOLDINGS 5/31/95
AMR Corp.                                       219,400         25,000
Chrysler Corp.                                  592,400             -0-
Conrail, Inc.                                   175,000        146,500
Du Pont (E.I.) de Nemours & Co.                 150,000        151,500
Federal National Mortgage Assn.                 357,100             -0-
General Motors Corp.                            290,000        463,000
Intel Corp.                                     268,000        414,600
MCI Communications Corp.                        432,900        140,000
Merrill Lynch & Co., Inc.                       640,000        294,200
Travelers, Inc.                                 306,057         75,000


*  Adjusted for stock splits.

4


PORTFOLIO OF INVESTMENTS
MAY 31, 1995 (UNAUDITED)                                      THE ALLIANCE FUND
-------------------------------------------------------------------------------

COMPANY                                          SHARES          VALUE
------------------------------------------------------------------------
COMMON STOCKS-98.4%
CONSUMER PRODUCTS & SERVICES-38.0%
AIRLINES-3.7%
AMR Corp.*                                       25,000    $ 1,706,250
UAL Corp.                                       254,650     29,284,750
                                                            30,991,000

BROADCASTING & CELLULAR-10.4%
AirTouch Communications, Inc.*                  688,000     18,748,000
Bell Cablemedia Plc. (ADR)(a)*                   70,000      1,321,250
Cablevision Systems Corp. Cl.A*                  97,000      5,807,875
Comcast Corp. Cl.A (SPL)                        400,000      7,000,000
CommNet Cellular, Inc.*                          90,000      2,418,750
Cox Communications, Inc.*                       100,000      1,625,000
Jones Intercable, Inc. Cl.A*                    230,000      3,133,750
Millicom International Cellular S.A.*             4,000         99,500
New World Communications Group, Inc.*           120,000      2,505,000
Tele-Communications, Inc. Cl.A*               1,196,200     25,269,725
Viacom, Inc.* 
  Cl.B*                                         348,498     16,248,719
  Cl.B rights, 9/29/95*                         793,100      1,040,944
Vodafone Plc (ADR)(a)                            65,000      2,185,625
                                                            87,404,138

BUILDING & BUILDING PRODUCTS-0.1%
Owens-Corning Fiberglass Corp.*                  20,000        725,000

DRUGS, HOSPITAL SUPPLIES & MEDICAL SERVICES-7.7%
Astra, AB
  Series A(b)                                    20,000        586,070
  Series A (ADR)(c)                              20,000        585,768
Columbia/HCA Healthcare Corp.                   159,400      6,515,475
Merck & Co., Inc.                               110,000      5,183,750
Pfizer, Inc.                                    125,000     11,015,625
U.S. Healthcare, Inc.                            50,000      1,553,125
United Healthcare, Inc.                         952,400     35,476,900
Upjohn Co.                                       60,000      2,182,500
WARNER LAMBERT CO.                               25,000      2,071,875
                                                            65,171,088

ENTERTAINMENT & LEISURE-3.1%
Cinergi Pictures Entertainment, Inc.*           100,000        712,500
Eastman Kodak Co.                                50,000      3,018,750
Walt Disney Co.                                 402,000     22,361,250
                                                            26,092,500

FOOD, BEVERAGES & TOBACCO-5.7%
Philip Morris Cos., Inc.                        654,400     47,689,400
HOUSEHOLD PRODUCTS-0.2%
Gillette Co.                                     20,000      1,687,500

PRINTING & PUBLISHING-0.5%
Aamulehti Yhtymae OY-II*(d)                     150,000      2,909,259
Multimedia, Inc.*                                40,000      1,530,000
                                                             4,439,259

RESTAURANTS & LODGING-2.4%
Host Marriott Corp.                             180,000      1,912,500
John Q. Hammons Hotels, Inc.*                   150,000      2,118,750
Marriott International, Inc.                     80,000      2,710,000
McDonald's Corp.                                356,200     13,491,075
                                                            20,232,325

RETAILING-3.0%
Dillard Department Stores, Inc.                  30,000        862,500
Fingerhut Cos., Inc.                            230,000      3,162,500


5


PORTFOLIO OF INVESTMENTS (CONTINUED)                          THE ALLIANCE FUND
-------------------------------------------------------------------------------

COMPANY                                          SHARES          VALUE
-----------------------------------------------------------------------
Home Depot, Inc.                                231,000     $9,615,375
Home Shopping Network, Inc.*                    140,000        980,000
Magna International, Inc.                        50,000      1,900,000
Payless Cashways, Inc.*                         270,000      1,957,500
Price/Costco, Inc.*                              85,000      1,200,625
Wal-Mart Stores, Inc.                           216,400      5,410,000
                                                            25,088,500

TELEPHONE UTILITY-0.9%
MCI Communications Corp.                        140,000      2,835,000
Petersburg Long Distance, Inc.*                 130,000        731,250
Sprint Corp.                                     55,000      1,842,500
Telephone and Data Systems, Inc.                 55,000      2,076,250
                                                             7,485,000

TEXTILE PRODUCTS-0.2%
Cone Mills Corp.*                               140,000      1,767,500
OTHER-0.1%
Ideon Group, Inc.                               100,000        975,000
                                                           319,748,210

SCIENCE & TECHNOLOGY-23.7%
AEROSPACE-0.5%
General Motors Corp. Cl.H                        60,000      2,445,000
Rockwell International Corp.                     30,000      1,368,750
                                                             3,813,750

COMMUNICATIONS EQUIPMENT-3.8%
General Instrument Corp.*                       120,000      3,705,000
Nokia AB(d)                                      40,000      1,828,677
Nokia Corp. (ADR)(e)                            530,000     24,645,000
Scientific-Atlanta, Inc.                         85,000      1,583,125
                                                            31,761,802

COMPUTER HARDWARE-2.6%
Bay Networks, Inc.*                              80,000      2,920,000
COMPAQ Computer Corp.*                          441,300     17,265,862
SCI Systems, Inc.*                              100,000      2,075,000
                                                            22,260,862

COMPUTER SOFTWARE & SERVICES-4.1%
Ceridian Corp.                                   40,000      1,290,000
cisco Systems, Inc.*                             70,000      3,062,500
Compuware Corp.*                                 80,000      2,380,000
Lotus Development Corp.*                         60,000      1,830,000
Micro Warehouse, Inc.*                           44,200      1,712,750
Microsoft Corp.*                                210,350     17,814,016
Oracle System Corp.*                            180,000      6,255,000
                                                            34,344,266

SEMI-CONDUCTORS & RELATED-10.8%
Advanced Micro Devices, Inc.*                    70,000      2,301,250
Intel Corp.                                     414,600     46,538,850
Motorola, Inc.                                  561,000     33,589,875
National Semiconductor Corp.*                   300,000      7,500,000
Teradyne, Inc.*                                  25,000      1,353,125
                                                            91,283,100

OTHER-1.9%
Cyrk, Inc.*                                      65,000        560,625
Intergraph Corp.*                                50,000        675,000
Xerox Corp.                                     129,900     14,727,413
                                                            15,963,038
                                                           199,426,818

BASIC INDUSTRIES-20.9%
AUTOMOTIVE-2.6%
General Motors Corp.                            463,000     22,224,000

6


                                                              THE ALLIANCE FUND
-------------------------------------------------------------------------------

COMPANY                                          SHARES          VALUE
-----------------------------------------------------------------------
CHEMICALS-4.6%
Dow Chemical Co.                                230,000    $16,876,250
Du Pont (E.I.) de Nemours & Co.                 151,500     10,283,062
Hercules, Inc.                                   60,000      3,150,000
IMC  Fertilizer Group, Inc.                      10,000        450,000
Lubrizol Corp.                                   20,000        697,500
Monsanto Co                                      35,000      2,913,750
Union Carbide Corp.                              75,000      2,193,750
WELLMAN, INC.                                    85,000      2,135,625
                                                            38,699,937

ELECTRICAL EQUIPMENT-0.2%
Duracell International, Inc.                     35,000      1,513,750

ELECTRONICS-2.8%
Hewlett-Packard Co.                             358,800     23,725,650

MACHINERY-2.8%
Allied-Signal, Inc.                              55,000      2,220,625
Case Corp.                                       80,000      2,070,000
Caterpillar, Inc.                               265,500     15,996,375
Coltec Industries, Inc.*                        160,000      2,840,000
                                                            23,127,000

MINING & METALS-0.8%
Bethlehem Steel Corp.*                          180,000      2,655,000
Kaiser Aluminum Corp.*                          160,000      1,860,000
Lukens, Inc.                                     70,000      2,362,500
                                                             6,877,500

OIL & GAS-2.7%
Brown (Tom), Inc.*                              150,000      2,193,750
Camco International, Inc.                        80,000      1,770,000
ENSERCH Corp.                                   110,000      1,911,250
Enterra Corp.*                                   65,000      1,243,125
Louis Dreyfus Natural Gas Corp.                 215,000      3,036,875
Louisiana Land & Exploration Co.                 80,000      3,100,000
Mitchell Energy & Development Corp. CL.B         78,500      1,373,750
Noble Affiliates, Inc.                          100,000      2,712,500
Occidental Petroleum Corp.                       35,000        805,000
Seagull Energy Corp.*                           100,000      1,937,500
United Meridian Corp.*                          191,600      2,921,900
                                                            23,005,650

PAPER & FOREST PRODUCTS-1.3%
Georgia-Pacific Corp.                            88,500      6,880,875
Jefferson Smurfit Corp.*                        130,000      1,722,500
Rayonier, Inc.                                   60,000      2,062,500
                                                            10,665,875

SERVICES-0.5%
Ryder System, Inc.                              160,000      4,060,000

SURFACE TRANSPORTATION-2.0%
Conrail, Inc.                                   146,500      7,911,000
GATX Corp.                                       75,000      3,178,138
Illinois Central Corp.                           70,000      2,476,250
Southern Pacific Rail Corp.*                    120,000      1,905,000
Xtra Corp.                                       28,000      1,351,000
                                                            16,821,388

OTHER-0.6%
Sea Containers, Ltd. Cl.A                       125,000      1,828,125
WMX Technologies, Inc.                          120,000      3,270,000
                                                             5,098,125
                                                           175,818,875

FINANCIAL SERVICES-15.8%
BANKING & CREDIT-6.7%
Charter One Financial, Inc.                     120,000      3,030,000
First Bank Systems, Inc.                        326,000     13,692,000
Household International, Inc.                    35,000      1,728,125
MBNA Corp.                                       80,000      2,700,000
NationsBank Corp.                                65,000      3,680,625
Norwest Corp.                                 1,106,000     31,382,750
                                                            56,213,500


7

PORTFOLIO OF INVESTMENTS (CONTINUED)                          THE ALLIANCE FUND
-------------------------------------------------------------------------------

COMPANY                                          SHARES          VALUE
-----------------------------------------------------------------------
BANKING & INSURANCE-0.4%
TIG Holdings, Inc.                              160,000    $ 3,760,000
BROKERAGE-2.2%
Edwards (A.G.), Inc.                            100,000      2,262,500
Legg Mason, Inc.                                 90,000      2,430,000
Merrill Lynch & Co., Inc.                       294,200     13,827,400
                                                            18,519,900

INSURANCE-3.2%
Aetna Life & Casualty Co                         30,000      1,788,750
American International Group, Inc.               83,100      9,452,625
Emphesys Financial Group, Inc.                   17,500        441,875
Home State Holdings, Inc.*                       57,400        559,650
John Alden Financial Corp.                      110,000      2,007,500
Life Partners Group, Inc.                       165,000      3,093,750
NAC Re Corp.                                     85,000      2,496,875
Progressive Corp. (Ohio)                         40,000      1,520,000
Transatlantic Holdings, Inc.                     35,000      2,222,500
TRAVELERS, INC.                                  75,000      3,168,750
                                                            26,752,275

                                               SHARES OR
                                               PRINCIPAL
                                                 AMOUNT
COMPANY                                           (000)        VALUE
-----------------------------------------------------------------------
REAL ESTATE-0.8%
Avalon Properties, Inc.                         100,000   $  1,975,000
JP Realty, Inc.                                  80,000      1,630,000
Simon Property Group, Inc.                      100,000      2,487,500
Spieker Properties, Inc.                         40,000        865,000
                                                             6,957,500

OTHER-2.5%
American Express Co.                             55,000      1,959,375
Federal Home Loan Mortgage Corp.                261,000     17,780,625
MGIC Investment Corp.                            30,000      1,410,000
                                                            21,150,000
                                                           133,353,175

Total Common Stocks
  (cost $670,214,177)                                      828,347,078

COMMERCIAL PAPER-2.1%
Ford Motor Credit Corp.
  6.10%, 6/01/95
  (amortized cost $17,711,000)                  $17,711     17,711,000

TOTAL INVESTMENTS-100.5%
  (cost $687,925,177)                                      846,058,078
Other assets less liabilities-(0.5%)                        (4,185,831)
NET ASSETS-100%                                           $841,872,247


*    Non-income producing.
     See notes to financial statements.
(a)  Country of origin - United Kingdom.
(b)  Swiss holding.
(c)  Country of origin - Sweden.
(d)  Finnish holding.
(e)  Country of origin - Finland.
     Glossary of Terms:
     ADR - American Depository Receipt
     ADS - American Depository Security

8


STATEMENT OF ASSETS AND LIABILITIES
MAY 31, 1995 (UNAUDITED)                                      THE ALLIANCE FUND
-------------------------------------------------------------------------------

ASSETS
  Investments in securities, at value (cost $687,925,177)         $846,058,078
  Cash, at value (cost $15,997)                                         15,671
  Receivable for investment securities sold                         10,491,430
  Dividends and interest receivable                                  1,266,577
  Receivable for capital stock sold                                    255,506
  Prepaid expenses and other assets                                     27,838
  Total assets                                                     858,115,100

LIABILITIES
  Payable for investment securities purchased                       13,079,698
  Payable for capital stock redeemed                                 1,373,833
  Unclaimed dividends                                                1,006,095
  Management fee payable                                               501,594
  Distribution fee payable                                             153,991
  Accrued expenses                                                     127,642
  Total liabilities                                                 16,242,853

NET ASSETS                                                        $841,872,247

COMPOSITION OF NET ASSETS
  Capital stock, at par                                             $1,308,604
  Additional paid-in capital                                       646,193,634
  Undistributed net investment income                                1,406,567
  Accumulated net realized gain                                     34,830,867
  Net unrealized appreciation of investments, foreign currency 
    transactions and other assets and liabilities                  158,132,575
                                                                  $841,872,247
CALCULATION OF MAXIMUM OFFERING PRICE 
  CLASS A SHARES
  Net asset value and redemption price per share ($812,401,299/
    126,163,427 shares of capital stock issued and outstanding)          $6.44
  Sales charge-4.25% of public offering price                              .29
  Maximum offering price                                                 $6.73

  CLASS B SHARES
  Net asset value and offering price per share ($22,603,338/ 3,602,
    315 shares of capital stock issued and outstanding)                  $6.27

  CLASS C SHARES
  Net asset value, redemption and offering price per share ($6,867,610/
    1,094,653 shares of capital stock issued and outstanding)            $6.27


See notes to financial statements.

9


STATEMENT OF OPERATIONS
SIX MONTHS ENDED MAY 31, 1995 (UNAUDITED)                     THE ALLIANCE FUND
-------------------------------------------------------------------------------

INVESTMENT INCOME
  Dividends (net of foreign taxes withheld of $9,347)  $5,679,830 
  Interest                                                326,708   $6,006,538
    
EXPENSES
  Management fee                                        2,793,403 
  Distribution fee-Class A                                718,799 
  Distribution fee-Class B                                 98,792 
  Distribution fee-Class C                                 32,041 
  Transfer agency                                         376,548 
  Administrative                                           73,720 
  Printing                                                 62,902 
  Custodian                                                61,459 
  Registration                                             56,809 
  Taxes                                                    46,136 
  Audit and legal                                          42,447 
  Directors' fees                                          13,545 
  Miscellaneous                                            17,205 
  Total expenses                                                     4,393,806
  Net investment income                                              1,612,732
    
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS
  Net realized gain on investments                                  38,296,291
  Net realized loss on foreign currency transactions                  (840,011)
  Net change in unrealized appreciation (depreciation) of:
    Securities                                                      71,113,441
    Foreign currency transactions                                         (326)
  Net gain on investments                                          108,569,395
    
NET INCREASE IN NET ASSETS FROM OPERATIONS                        $110,182,127


See notes to financial statements.

10


STATEMENT OF CHANGES IN NET ASSETS                            THE ALLIANCE FUND
-------------------------------------------------------------------------------

                                                 SIX MONTHS ENDED  JAN. 1,1994*
                                                     MAY 31, 1995       TO
                                                      (UNAUDITED)   NOV.30,1994
                                                     ------------ -------------
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS
  Net investment income                               $1,612,732    $1,421,289
  Net realized gain on investments                    37,456,280   117,472,711
  Net change in unrealized appreciation 
    of investments                                    71,113,115  (146,186,786)
  Net increase (decrease) in net assets 
    from operations                                  110,182,127   (27,292,786)

DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS FROM:
  Net investment income
    Class A                                           (1,599,712)           -0-
  Net realized gain on investments
    Class A                                         (114,265,138)           -0-
    Class B                                           (2,789,853)           -0-
    Class C                                             (972,583)           -0-

CAPITAL STOCK TRANSACTIONS
  Net increase (decrease)                             66,270,566   (35,882,976)
  Total increase (decrease)                           56,825,407   (63,175,762)

NET ASSETS
  Beginning of period                                785,046,840   848,222,602
  End of period                                     $841,872,247  $785,046,840
    


*  The Fund changed its fiscal year end from December 31 to November 30.
   See notes to financial statements.

11


NOTES TO FINANCIAL STATEMENTS
MAY 31, 1995 (UNAUDITED)                                      THE ALLIANCE FUND
-------------------------------------------------------------------------------

NOTE A: SIGNIFICANT ACCOUNTING POLICIES
The Alliance Fund, Inc. (the 'Fund') is registered under the Investment Company 
Act of 1940 as a diversified, open-end management investment company. On 
February 23, 1993, the creation of a third class of shares, Class C shares, was 
approved by the Board of Directors. The Fund offers Class A, Class B and Class 
C shares. Class A shares are sold with a front-end sales charge of up to 4.25%. 
Class B shares are sold with a contingent deferred sales charge which declines 
from 4% to zero depending on the period of time the shares are held. Class B 
shares will automatically convert to Class A shares eight years after the end 
of the calendar month of purchase. Class C shares are sold without an initial 
or contingent deferred sales charge. All three classes 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. Distribution of Class C shares commenced on May 3, 1993. 
The following is a summary of significant accounting policies followed by the 
Fund.

1. SECURITY VALUATION
Securities traded on national securities exchanges are valued at the last 
reported sales price, or, if no sale occurred, at the mean of the bid and asked 
price at the close of the New York Stock Exchange. Over-the-counter securities 
not traded on national securities exchanges are valued at the closing bid 
price. Debt securities are valued at the mean of the bid and asked price except 
that debt securities maturing within 60 days are valued at amortized cost which 
approximates market value. Securities for which current market quotations are 
not readily available (including investments which are subject to limitations 
as to their sale) are valued at their fair value as determined in good faith by 
the Board of Directors. 

2. INVESTMENT INCOME AND SECURITY TRANSACTIONS
Security transactions are accounted for on the trade date and dividend income 
is recorded on the ex-dividend date. Interest income is recorded on the accrual 
basis. The Fund accretes discounts on debt securities owned. Security gains and 
losses are determined on the identified cost basis.

3. 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.

Foreign exchange gains and losses from sales and maturities of securities, 
holdings of foreign currencies exchange gains and losses realized between the 
trade and settlement dates on security transactions, and the difference between 
the amounts of interest recorded on the Fund's books and the U.S. dollar 
equivalent amounts actually received or paid are reflected as a component ofnet 
realized loss on investments. 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 of 
investments.

4. TAXES
It is the 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 
shareholders. Therefore, no provisions for federal income or excise taxes are 
required.

5. DIVIDENDS AND DISTRIBUTIONS
Dividends and distributions to shareholders are recorded on the ex-dividend 
date. Income dividends and capital gain distributions are determined in 
accordance with income tax regulations, which may differ from generally 
accepted accounting principles.

6. CHANGE OF YEAR END
The Fund changed its fiscal year end from December 31 to November 30. 
Accordingly, the statement of changes in net assets and financial highlights 
reflect the period from January 1 to November 30, 1994.

12


                                                              THE ALLIANCE FUND
-------------------------------------------------------------------------------

NOTE B: MANAGEMENT FEE AND OTHER TRANSACTIONS WITH AFFILIATES
Under the terms of the management agreement, the Fund pays its manager, 
Alliance Capital Management L.P., a fee at an annual rate of 0.75% on the first 
$500 million of average daily net assets, 0.65% on the next $500 million of 
average daily net assets and 0.55% on average daily net assets in excess of $1 
billion. The fee is accrued daily and paid monthly.

Pursuant to the management agreement, the Fund paid $73,720 to the Manager 
representing the cost of certain legal and accounting services provided to the 
Fund by the Manager for the six months ended May 31, 1995.

The Fund compensates Alliance Fund Services, Inc. (a wholly-owned subsidiary of 
the Manager) for providing personnel and facilities to perform transfer agency 
services for the Fund. Such compensation amounted to $263,319 for the six 
months ended May 31, 1995.

The Manager has agreed to reimburse the Fund to the extent that the Fund's 
aggregate annual expenses (exclusive of interest, taxes, brokerage, 
distribution fee and extraordinary expenses) exceed the limits prescribed by 
any state in which the Fund's shares are qualified for sale. The Manager
believes that the most restrictive expense ratio limitation imposed by any state
is 2 1/2% of the first $30 million of its average daily net assets, 2% of the
next $70 million of its average daily net assets, and 1 1/2% of its average
daily net assets in excess of $100 million. No such reimbursement was required
for the six months ended May 31, 1995.

Alliance Fund Distributors, Inc. (a wholly-owned subsidiary of the Manager) 
serves as the Distributor of the Fund's shares. The Distributor received 
front-end sales charges of $21,575 from the sale of Class A shares and $20,124 
in contingent deferred sales charges imposed upon redemptions by shareholders 
of Class B shares for the six months ended May 31, 1995.

Brokerage commissions paid for the six months ended May 31, 1995 on securities 
transactions amounted to $948,166, none of which was paid to brokers utilizing 
the services of the Pershing Division of Donaldson, Lufkin & Jenrette 
Securities Corp., ('DLJ') nor to DLJ directly, an affiliate of the Manager.

NOTE C : DISTRIBUTION SERVICES AGREEMENT
The Fund has adopted a Distribution Services Agreement (the 'Agreement') 
pursuant to Rule 12b-1 under the Investment Company Act of 1940. Under the 
Agreement, the Fund pays a distribution fee to the Distributor at an annual 
rate of up to .30 of 1% of the Fund's average daily net assets attributable to 
the Class A shares and 1% of the average daily net assets attributable to the 
Class B and Class C shares. Such fee is accrued daily and paid monthly. The 
Agreement provides that the Distributor will use such payments in their 
entirety for distribution assistance and promotional activities. The
Distributor has incurred expenses in excess of the distribution costs reimbursed
by the Fund in the amount of $1,597,025 and $462,021, for Class B and C shares, 
respectively; such costs may be recovered from the Fund in future periods so 
long as the Agreement is in effect. 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 A shares. The Agreement 
also provides that the Manager 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) 
aggregated $322,770,642 and $337,947,225, respectively, for the six months 
ended May 31, 1995. At May 31, 1995, the cost of securities for federal income 
tax purposes was $688,281,577. Accordingly, gross unrealized appreciation of 
investments was $174,266,573 and gross unrealized depreciation of investments 
was $16,490,072, resulting in net unrealized appreciation of $157,776,501.

13


NOTES TO FINANCIAL STATEMENTS (CONTINUED)                     THE ALLIANCE FUND
-------------------------------------------------------------------------------

NOTE E: CAPITAL STOCK
There are 600,000,000 shares of $0.01 par value capital stock authorized, 
divided into three classes, designated Class A, Class B and Class C shares. 
Class A shares consists of 300,000,000 shares. Class B and Class C shares each 
consist of 150,000,000 shares. Transactions in capital stock were as follows:

                                     SHARES                    AMOUNT
                         --------------------------- --------------------------
                           SIX MONTHS  ELEVEN MONTHS  SIX MONTHS  ELEVEN MONTHS
                             ENDED         ENDED         ENDED       ENDED
                          MAY 31,1995   NOVEMBER 30,  MAY 31,1995  NOVEMBER 30,
                          (UNAUDITED)      1994**     (UNAUDITED)      1994*
                          ----------- ------------- ------------- -------------
CLASS A
Shares sold                6,365,350     4,326,797   $40,111,634  $ 29,295,693
Shares issued in 
  reinvestment of dividends 
  and distributions       16,140,922            -0-   88,936,504            -0-
Shares redeemed          (11,211,314)  (10,990,633)  (68,013,019)  (74,078,822)
Net increase (decrease)   11,294,958    (6,663,836)  $61,035,119  $(44,783,129)
     
CLASS B
Shares sold                1,023,135     1,460,913    $5,976,409    $9,756,379
Shares issued in 
  reinvestment of 
  distributions              429,040            -0-    2,312,524            -0-
Shares redeemed             (640,273)     (502,655)   (3,783,484)   (3,332,022)
Net increase                 811,902       958,258    $4,505,449    $6,424,357 
     
CLASS C
Shares sold                  408,244       905,525    $2,340,938    $6,039,305
Shares issued in 
  reinvestment of 
  distributions              116,466            -0-      627,736            -0-
Shares redeemed             (387,652)     (539,376)   (2,238,676)   (3,563,509)
Net increase                 137,058       366,149      $729,998    $2,475,796


*  The Fund changed its fiscal year end from December 31 to November 30.

14


FINANCIAL HIGHLIGHTS                                          THE ALLIANCE FUND
-------------------------------------------------------------------------------

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

<TABLE>
<CAPTION>
                                                                              CLASS A
                                          ----------------------------------------------------------------------------
                                            SIX MONTHS   ELEVEN MONTHS
                                               ENDED         ENDED                YEAR ENDED  DECEMBER 31,
                                           MAY 31, 1995   NOVEMBER 30,  ----------------------------------------------
                                            (UNAUDITED)       1994**        1993        1992        1991        1990
                                           ------------- ------------- ----------  ----------  ---------- ------------
<S>                                        <C>           <C>           <C>         <C>         <C>        <C>
Net asset value, beginning of period           $6.63         $6.85         $6.68       $6.29       $5.22       $6.87
       
INCOME FROM INVESTMENT OPERATIONS
Net investment income                            .01           .01           .02         .05         .07         .09
Net realized and unrealized gain 
  (loss) on investments                          .81          (.23)          .93         .87        1.70        (.32)
Net increase (decrease) in net asset  
value from operations                            .82          (.22)          .95         .92        1.77        (.23)
       
LESS: DISTRIBUTIONS
Dividends from net investment income            (.01)           -0-         (.02)       (.05)       (.07)       (.18)
Distributions from net realized gains          (1.00)           -0-         (.76)       (.48)       (.63)      (1.24)
Total dividends and distributions              (1.01)           -0-         (.78)       (.53)       (.70)      (1.42)
Net asset value, end of period                 $6.44         $6.63         $6.85       $6.68       $6.29       $5.22
       
TOTAL RETURN
Total investment return based on
  net asset value (c)                        15.01%        (3.21)%       14.26%      14.70%      33.91%      (4.36)%
       
RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (000's omitted)   $812,401      $760,679      $831,814    $794,733    $748,226    $620,374
Ratio of expenses to average net assets         1.07%(d)      1.05%(d)      1.01%        .81%        .83%        .81%
Ratio of net investment income to 
average net assets                               .44%(d)       .21%(d)       .27%        .79%       1.03%       1.56%
Portfolio turnover rate                           41%           63%           66%         58%         74%         71%
</TABLE>


See footnote summary on page 17.

15


FINANCIAL HIGHLIGHTS (CONTINUED)                              THE ALLIANCE FUND
-------------------------------------------------------------------------------

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

<TABLE>
<CAPTION>
                                                                        CLASS B
                                             SIX MONTHS  ELEVEN MONTHS
                                               ENDED         ENDED          YEAR ENDED DECEMBER 31,
                                            MAY 31,1995   NOVEMBER 30,  ------------------------------------
                                            (UNAUDITED)       1994**        1993        1992        1991*
                                            ------------  ------------  ----------  ------------  ----------
<S>                                         <C>           <C>           <C>         <C>           <C>
Net asset value, beginning of period           $6.50         $6.76         $6.64       $6.27       $6.14
      
INCOME FROM INVESTMENT OPERATIONS
Net investment income (loss)                     .05          (.03)         (.03)       (.01)(b)     .01(b)
Net realized and unrealized gain (loss) 
on investments                                   .72          (.23)          .91         .87         .79
Net increase (decrease) in net asset 
value from operations                            .77          (.26)          .88         .86         .80
      
LESS: DISTRIBUTIONS
Dividends from net investment income              -0-           -0-           -0-       (.01)       (.04)
Distributions from net realized gains          (1.00)           -0-         (.76)       (.48)       (.63)
Total dividends and distributions              (1.00)           -0-         (.76)       (.49)       (.67)
Net asset value, end of period                 $6.27         $6.50         $6.76       $6.64       $6.27
      
TOTAL RETURN
Total investment return based on 
net asset value (c)                            14.36%        (3.85)%       13.28%      13.75%      13.10%
      
RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (000's omitted)    $22,603       $18,138       $12,402      $3,825        $852
Ratio of expenses to average net assets         1.88%(d)      1.89%(d)      1.90%       1.64%       1.64%(d)
Ratio of net investment income (loss) to 
average net assets                              (.32)%(d)     (.60)%(d)     (.64)%      (.04)%       .10%(d)
Portfolio turnover rate                           41%           63%           66%         58%         74%
</TABLE>


See footnote summary on page 17.

16


                                                              THE ALLIANCE FUND
-------------------------------------------------------------------------------

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

                                                        CLASS C
                                          -------------------------------------
                                          SIX MONTHS  ELEVEN MONTHS
                                              ENDED       ENDED   MAY 3,1993(A)
                                           MAY 31,1995   NOV. 30,   TO DEC. 31,
                                           (UNAUDITED)    1994**      1993 
                                           -----------  ---------- ------------
Net asset value, beginning of period         $6.50       $6.77       $6.67
    
INCOME FROM INVESTMENT OPERATIONS
Net investment loss                           (.10)       (.03)       (.02)
Net realized and unrealized gain (loss)
  on investments                               .87        (.24)        .88
Net increase (decrease) in net asset 
value from operations                          .77        (.27)        .86
    
LESS: DISTRIBUTIONS
Distributions from net realized gains        (1.00)         -0-       (.76)
Net asset value, end of period               $6.27       $6.50       $6.77

TOTAL RETURN
Total investment return based on 
net asset value (c)                          14.36%      (3.99)%     13.95%

RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (000's omitted)   $6,868      $6,230      $4,006
Ratio of expenses to average net assets       1.91%(d)    1.87%(d)    1.94%(d)
Ratio of net investment income (loss)
  to average net assets                       (.38)%(d)   (.59)%(d)   (.74)%(d)
Portfolio turnover rate                         41%         63%         66%


*    For the period March 4, 1991 (commencement of distribution) to December 
     31, 1991.
**   The Fund changed its fiscal year end from December 31 to November 30.

(a)  Commencement of distribution.

(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 charges or contingent 
deferred sales charges are not reflected in the calculation of total investment 
return. Total investment returns calculated for periods of less than one year 
are not annualized.

(d)  Annualized.

17


                                                              THE ALLIANCE FUND
-------------------------------------------------------------------------------

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

OFFICERS
ALFRED HARRISON, EXECUTIVE VICE PRESIDENT
PAUL H. JENKEL, SENIOR VICE PRESIDENT
THOMAS BARDONG, VICE PRESIDENT
EDMUND P. BERGAN, JR., SECRETARY
MARK D. GERSTEN, TREASURER & CHIEF FINANCIAL OFFICER
PATRICK J. FARRELL, CONTROLLER

CUSTODIAN
STATE STREET BANK & TRUST COMPANY
225 Franklin Street
Boston, MA 02110

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

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

INDEPENDENT ACCOUNTANTS
PRICE WATERHOUSE LLP
1177 Avenue of the Americas
New York, NY 10036-2798

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

The financial information included herein is taken from the records of the fund 
without audit by independent accountants who do not express an opinion thereon.

(1)  Member of the Audit Committee.

18


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

Alliance Capital
Mutual funds without the Mystery.

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. 

ALLSR

BULK RATE
U.S. POSTAGE
PAID
New York, NY
Permit No. 7131

20



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