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Consent of Independent Accountants
We hereby consent to the incorporation by reference in this
Registration Statement on Form N-1A of our report dated December
16, 1999, relating to the financial statements and financial
highlights which appears in the October 31, 1999 Annual Report to
Shareholders of Alliance Growth and Income Fund, Inc., which are
also incorporated by reference into the Registration Statement.
We also consent to the references to us under the headings
"Financial Highlights", "Shareholder Services - Statements and
Reports" and "General Information - Independent Accountants" in
such Registration Statement.
PricewaterhouseCoopers LLP
1177 Avenue of the Americas
New York, New York 10036
October 23, 2000
00250050.AY9
