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This is filed pursuant to Rule 497(e).
File Nos. 2-11023 and 811-126.
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ALLIANCE CAPITAL [LOGO] (R)
ALLIANCE GROWTH AND INCOME FUND, INC.
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Supplement dated December 7, 2000 to the Prospectus and
Application of Alliance Growth and Income Fund, Inc. (the "Fund")
dated November 1, 2000 (the "Prospectus") and the Fund's
Statement of Additional Information dated February 1, 2000 as
amended as of November 1, 2000 (the "SAI").
This Supplement supersedes certain information regarding the Fund
under the heading "Description of the Fund - Investment
Objectives and Principal Policies" in the Prospectus and the
headings "Description of the Fund - Certain Fundamental
Investment Policies" and "Management of the Fund - Adviser" in
the SAI. On December 7, 2000, the Fund's stockholders approved
an amendment of the advisory fee payable by the Fund to Alliance
Capital Management L.P., the Fund's Adviser. Effective December
7, 2000, the advisory fee will be .625 of 1% of the first $5
billion of the average daily value of the Fund's net assets, .60
of 1% of the excess over $5 billion up to $7.5 billion, .575 of
1% of the excess over $7.5 billion up to $10 billion and .55 of
1% of the excess over $10 billion. At the Fund's current size,
which is approximately $4.3 billion, the effective advisory fee
will increase from .47 of 1% to .624 of 1%. The Fund's
stockholders also approved changes in fundamental investment
policies of the Fund effective December 7, 2000. These
investment policy changes will (1) enable the Fund to engage in
securities lending to the extent permitted by the Investment
Company Act of 1940 (the "1940 Act") and (2) revise the Fund's
fundamental investment policy regarding diversification to permit
the Fund to fully utilize the investment latitude for diversified
funds established by the 1940 Act.
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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.
00250050.AZ6
