<PAGE>
ALLIANCE CAPITAL [LOGO] (R)
THE ALLIANCE STOCK FUNDS
-Alliance Growth Fund, Inc.
________________________________________________________________
Supplement dated December 28, 2000 to the Prospectus and
Application dated November 1, 2000 of The Alliance Stock Funds.
This Supplement supersedes certain information under the heading
Management of the Funds - Portfolio Managers. Jane Mack Gould and
Alan E. Levi have replaced Tyler Smith as Portfolio Managers of
the Alliance Growth Fund, Inc. Ms. Gould, Senior Vice President
of Alliance Capital Management Corporation (ACMC), the sole
general partner of Alliance, has been associated with Alliance
since prior to 1996. Mr. Levi, Senior Vice President of ACMC,
has been associated with Alliance since prior to 1996.
_________________________________________________
You should retain this Supplement with your Prospectus for future
reference.
(R) This is a registered mark used under license from the owner,
Alliance Capital Management L.P.
00250430.AW0
