<PAGE>
This is filed pursuant to Rule 497(e).
Alliance Capital [LOGO](R) The Alliance Fund
_________________________________________________________________
Supplement dated April 21, 1997 to the Statement of Additional
Information dated February 3, 1997 of The Alliance Fund (the
"Fund").
The Fund has expanded the categories of investors
eligible to purchase Class A shares at net asset value.
Accordingly, under "Purchase of Shares--Class A Shares--Sales at
Net Asset Value," clause (v) is revised, as follows:
(v) persons participating in a fee-based
program, sponsored and maintained by a
registered broker-dealer or other financial
intermediary and approved by the Principal
Underwriter, pursuant to which such persons
pay an asset-based fee to such broker-dealer
or financial intermediary, or its affiliate or
agent, for service in the nature of investment
advisory or administrative services;
The disclosure under "Purchase of Shares--General" is
revised to provide that:
A transaction, service, administrative or
other similar fee may be charged by your
broker-dealer, agent, financial intermediary
or other financial representative with respect
to the purchase, sale or exchange of Class A,
Class B, Class C or Advisor Class shares made
through such financial representative. Such
financial intermediaries may also impose
requirements with respect to the purchase,
sale or exchange of shares that are different
from, or in addition to, those imposed by the
Fund, including requirements as to the minimum
initial and subsequent investment amounts.
(R) This is a registered mark used under license from the owner,
Alliance Capital Management L.P.
00250430.AL5
