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This is filed pursuant to Rule 497(e).
ALLIANCE CAPITAL [Logo] THE ALLIANCE STOCK FUNDS
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Supplement dated July 16, 1998 to Prospectus dated
February 2, 1998 of The Alliance Stock Funds
Alliance Income Builder Fund, Inc. ("Income Builder
Fund") and Strategic Balanced Fund, a series of The Alliance
Portfolios ("Strategic Balanced Fund"), have suspended sales of
shares other than sales to shareholders as of the close of
business on July 15, 1998 in the case of Income Builder Fund and
July 16, 1998 in the case of Strategic Balanced Fund. This
action is being taken in conjunction with approval by the Board
of Directors of Income Builder Fund and the Board of Trustees of
The Alliance Portfolios of separate Agreements and Plans of
Reorganization and Liquidation ("Plans") pursuant to which the
assets and liabilities of Income Builder Fund and Strategic
Balanced Fund will be exchanged for shares of Alliance Balanced
Shares, Inc. ("Balanced Shares"), a non-diversified open-end
investment company sponsored by Alliance.
The Board of Directors of Income Builder Fund and the
Board of Trustees of The Alliance Portfolios have called meetings
of the shareholders of Income Builder Fund and Strategic Balanced
Fund to vote on the Plans to be held on October 12, 1998. Proxy
materials describing Balanced Shares and the terms of the
proposed acquisitions will be mailed prior to the meetings to
shareholders of record of Income Builder Fund and Strategic
Balanced Fund as of the close of business on August 14, 1998. If
approved at the meetings, it is expected that the acquisitions
will occur shortly thereafter. Shareholder approval of one
acquisition is independent of shareholder approval of the other
acquisition. Accordingly, the closing of one acquisition is not
contingent upon the closing of the other acquisition.
(R) This registered service mark used under license from the
owner, Alliance Capital Management L.P.
00250236.AC1
