ALLIANCE INTERNATIONAL FUND
N-30D, 1995-09-06
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ALLIANCE INTERNATIONAL FUND

ANNUAL REPORT
JUNE 30, 1995


LETTER TO SHAREHOLDERS                              ALLIANCE INTERNATIONAL FUND
- -------------------------------------------------------------------------------
August 2, 1995

Dear Shareholder:

Recent months have seen some of the best performance in global equity and bond 
markets since the turbulent start in 1995. In the first quarter of 1995, for 
instance, emerging markets were under extreme distress due to the Mexican 
crisis, falling 13% as measured by Morgan Stanley's EMF Index in U.S. dollar 
terms. However, during the second quarter, economic growth slowed, inflation 
declined and interest rates fell virtually across the world. This 
non-threatening, benign environment was ideal for financial markets and 
produced stellar returns among most of the global equity and fixed income 
markets.

EUROPE AND EMERGING MARKETS RECOVER
The U.S. equity market, clearly setting the pace and direction for the positive 
trends in the second quarter, led world equity markets higher, climbing close 
to 10% between April and June. After collapsing during the first quarter, the 
U.S. dollar stabilized versus the European currencies. However, in response to 
escalating trade tensions and threats of sanctions, it weakened a further 170 
basis points versus the Japanese yen. European equity markets lagged the U.S. 
market, but reversed the disappointing first quarter by rising 7% in local 
currency terms. Scandinavian markets actually outperformed the U.S., with 
returns of 34% in Finland, 12% in Norway and 14% in Sweden. The Japanese stock 
market continued to ignore global financial market trends and declined 8% in 
local currency terms during the second quarter. The stalled recovery in 
Japan-stemming from the 14% appreciation of the yen this year, persistent 
political paralysis and uncertainty, and a potential trade war with the 
U.S.-has contributed to the market's weakness.

As a result of lower U.S. interest rates, emerging equity markets rallied 10% 
in U.S. dollar terms during the second quarter. Mexico led the ascent by 
climbing 26% as expectations rose that recovery may be imminent. The Asian 
markets appreciated 8%, led by the Philippines, up 18%, Thailand, up 16%, and 
Indonesia, up 15%. The weak dollar has actually helped the competitiveness of 
the Emerging Asian nations, particularly those that export into Japan and 
Europe.

INVESTMENT PERFORMANCE
For the six months ended June 30, 1995, the following table compares Alliance 
International Fund's total returns with that of its benchmark, the unmanaged 
Morgan Stanley World Index excluding the U.S., and with the Lipper 
International Funds Average, which reflects performance of 244 funds. (Complete 
descriptions of these benchmarks appear on page 4.)


                                Six Months Ended June 30, 1995
                                    Total Return    Ending NAV
                                    ------------    ----------
ALLIANCE INTERNATIONAL FUND 
  Class A                               +2.19%        $16.81
  Class B                               +1.76%        $16.19
  Class C                               +1.76%        $16.20
MSCI World Index (-U.S.)                +3.07%
Lipper International Funds Average      +2.30%


The Fund's total returns are based on the net asset values of each class of 
shares as of June 30; additional investment results appear on page 3.

Alliance International Fund's overall performance for the past twelve months 
has modestly lagged Morgan Stanley's World ex-U.S. Index. In 1995, the Fund 
outperformed the index during the second quarter after underperforming in the 
first quarter, when allocations to the emerging markets held back performance 
and stock selection in Europe detracted from performance. The European part of 
the portfolio had difficulty because of a combination of exposures to poorly 
performing cyclical stocks and French insurers and being overweighted in Spain. 
Additionally, the underweight position in the Swiss franc, the best performing 
currency in Europe, detracted significantly from results in the first quarter.

In the second quarter, performance was augmented by being underexposed to the 
poorly performing Japanese market and having moved to an overweighted 
positioning in Southeast Asia during April, in particular the Hong Kong market. 
Stock selection also helped to add posi-


1


                                                    ALLIANCE INTERNATIONAL FUND
- -------------------------------------------------------------------------------
tively to performance as both the Japanese and European positions outperformed 
their respective local regional indices. A negative contributor to performance 
during the second quarter was having initiated currency hedges in April versus 
the German mark, Belgian franc, Swiss franc, French franc and British pound. 
Since the dollar immediately weakened, these positions produced losses.

MARKETS SHOULD PICK UP IN THE SECOND HALF
As we enter the third quarter of 1995, the economic environment for financial 
market investing remains friendly since growth is gradually slowing worldwide, 
inflation has peaked, and interest rates globally are trending lower. Despite 
strong market performances earlier in the year, valuations are not excessive 
and we continue to find compelling areas for stock investing. As growth is 
slowing, stock selection will be critical since the earnings of many companies 
will be at risk. Fortunately, falling inflation and interest rates should 
provide further support to valuation levels.

After the sharp fall witnessed this year, we believe that downside risk in the 
Japanese equity market is minimal. Longer term, we are concerned about the 
economy's structural problems. The financial system needs a complete 
restructuring which has only just begun. Companies still need to cut costs and 
adjust to deregulation, competition, and the severe deflationary environment. 
However, all of these issues are well known. Near term, the market appears 
oversold, valuations are intriguing relative to history, and our research 
analysts are identifying attractive stocks. Consequently, during the second 
quarter, we reduced the extent of the portfolio's underexposure to Japan. We 
continue to look for opportunities to add to the Fund's positions in Japan.

In Europe, real rates are high in the core European countries and are likely to 
fall somewhat in the year ahead. More importantly, the most attractive stock 
valuations in the world are in countries such as France, the United Kingdom, 
the Netherlands, and among the smaller German and Swiss companies. 
Consequently, portfolios are modestly overweighted in the European countries. 
We are selectively adding to stocks in the emerging markets as stable or lower 
U.S. interest rates should help these markets outperform.

In July, our currency models indicated that the dollar was undervalued versus 
the Japanese yen, so we hedged 10% of the portfolio's yen exposure. This is in 
addition to the hedges we initiated in April versus the British pound, Swiss 
franc, Belgian franc, French franc and German mark. Approximately 15% of the 
portfolio's European exposure is hedged. 

Thank you for your continued interest and investment in Alliance International 
Fund. We look forward to reporting its progress to you at year end.
Sincerely,


John D. Carifa
Chairman and President

A. Rama Krishna
Senior Vice President


2


INVESTMENT RESULTS                                  ALLIANCE INTERNATIONAL FUND
- -------------------------------------------------------------------------------

AVERAGE ANNUAL TOTAL RETURN AS OF JUNE 30, 1995

CLASS A SHARES
                                  WITHOUT          WITH
                                SALES CHARGE   SALES CHARGE
                                ---------------------------
 . One Year                         +0.59%         -3.71%
 . Five Years                       +2.23%         +1.34%
 . Ten Years                       +14.12         +13.63

CLASS B SHARES
                                  WITHOUT          WITH
                                SALES CHARGE   SALES CHARGE
                                ---------------------------
 . One Year                         -0.22%         -3.84%
 . Since Inception*                 +4.68          +4.68

CLASS C SHARES
 . One Year                         -0.22%
 . Since Inception*                 +7.10


The average annual total returns reflect investment of dividends and/or capital 
gains distributions in additional shares-with and without the effect of the 
4.25% maximum front-end sales charge for Class A or applicable contingent 
deferred sales charge for Class B (4% year 1, 3% year 2, 2% year 3, 1% year 4); 
Class C shares are not subject to front-end or contingent deferred sales 
charges. Past performance does not guarantee future results. Investment return 
and principal value will fluctuate so that an investor's shares, when redeemed, 
may be worth more or less than their original cost. 


*  Inception: 9/17/90, Class B; 5/3/93, Class C.


3


                                                    ALLIANCE INTERNATIONAL FUND
- -------------------------------------------------------------------------------
ALLIANCE INTERNATIONAL FUND
GROWTH OF A $10,000 INVESTMENT:
6/30/85 TO 6/30/95 

This chart illustrates the total value of an assumed investment in Alliance 
International Fund Class A shares after deducting the maximum 4.25% sales 
charge, and with dividends and capital gains reinvested.  Performance for Class 
B and Class C shares will vary from the results shown above due to differences 
in expenses charged to those classes.  Past performance is not indicative of 
future results, and is not representative of future gain or loss in capital 
value or dividend income.

The Morgan Stanley Capital International World ex-U.S. Index is an unmanaged 
index that measures the overall performance of stock markets in 21 countries 
around the world, excluding the United States.

The Lipper International Funds Average reflects performance of 244 funds, only 
19 of which have existed for the full ten-year period.  These funds have 
generally similar investment objectives to Alliance International Fund, 
although some funds included in the average may have somewhat different 
investment policies.

When comparing Alliance International Fund to the index and the average shown 
above, you should note that the Fund's performance reflects the maximum sales 
charge of 4.25% while no such charges are reflected in the performance of the 
index or average.


4

TEN LARGEST HOLDINGS
JUNE 30, 1995                                       ALLIANCE INTERNATIONAL FUND
- -------------------------------------------------------------------------------
                                                                        PERCENT
                                                                         OF NET
COMPANY                                                    U.S. $VALUE   ASSETS
- -------------------------------------------------------------------------------
Rohm Co.-Manufacturers of semiconductors                   $ 4,030,913    1.7%
AB Astra Series A-World's fastest growing 
  pharmaceutical company                                     3,672,091    1.6
Fortis Amev N.V.-Provides banking, insurance and
  other financial services                                   3,573,273    1.5
Sumitomo Bank, Ltd.-Large Japanese city bank                 3,451,478    1.5
Fuji Photo Film Co.-Top maker of photosensitive materials    2,940,711    1.3
Nintendo Corp., Ltd.-Manufactures & markets video games       2,907,463    1.2
Toyota Motor Corp.-One of world's big three auto makers      2,775,058    1.2
Tokio Marine & Fire Insurance Co., Ltd.-Writes marine, 
  fire & casualty, automobile & allied lines of insurance    2,695,062    1.1
Deutsche Bank A.G.-Provides comprehensive 
  banking & related financial services                       2,638,724    1.1
B.A.T. Industries Plc.-Manufactures tobacco products and
  provides financial services through its eight principal
  operating companies                                        2,496,980    1.1
                                                           $31,181,753   13.3%


5


DISTRIBUTION OF PORTFOLIO BY COUNTRY
JUNE 30, 1995                                       ALLIANCE INTERNATIONAL FUND
- -------------------------------------------------------------------------------

                             PERCENT OF PORTFOLIO*
- --------------------------------------------------
  Japan                             35.4%
  United Kingdom                    15.0
  France                             8.9
  Germany                            6.3
  Hong Kong                          5.0
  Netherlands                        4.5
  Spain                              3.3
  Switzerland                        3.0
  Sweden                             2.7
  Finland                            2.1
  Malaysia                           2.0
  Singapore                          1.9
  Italy                              1.4
  Belgium                            1.3
  Australia                          1.2
  Norway                             1.2
  Denmark                            1.1
  New Zealand                        0.8
  Indonesia                          0.8
  Mexico                             0.4
  Thailand                           0.3
  Brazil                             0.3
  Canada                             0.3
  Taiwan                             0.2
  Philippines                        0.2
  Portugal                           0.2
  India                              0.1
  Korea                              0.1
                                   100.0%


*  Excludes short-term obligations.


6


INDUSTRY DIVERSIFICATION
JUNE 30, 1995                                       ALLIANCE INTERNATIONAL FUND
- -------------------------------------------------------------------------------

                                           U.S. $ VALUE  PERCENT OF NET ASSETS
- ------------------------------------------------------------------------------
Banking                                     $10,418,989         4.4%
Basic Industries                             15,171,421         6.5
Capital Goods                                14,711,687         6.3
Consumer Manufacturing                       22,377,998         9.6
Consumer Services                            32,953,819        14.1
Consumer Staples                             29,592,688        12.6
Energy                                        4,052,149         1.7
Finance                                      43,919,449        18.8
Healthcare                                    8,586,492         3.7
Insurance                                     2,187,853         0.9
Multi Industry                                5,103,128         2.2
Technology                                   10,560,877         4.5
Transportation                                4,405,005         1.9
Utilities                                    19,618,214         8.4
Other                                         2,304,584         1.0
Total Investments*                          225,964,353        96.6
Cash and receivables, net of liabilities      8,008,124         3.4
Net Assets                                 $233,972,477       100.0%


*  Excludes short-term obligations.


7


PORTFOLIO OF INVESTMENTS
JUNE 30, 1995                                       ALLIANCE INTERNATIONAL FUND
- -------------------------------------------------------------------------------

COMPANY                                          SHARES    U.S.$ VALUE
- ----------------------------------------------------------------------
COMMON STOCKS & OTHER INVESTMENTS-96.6%
AUSTRALIA-1.2%
  Australia & New Zealand Bank Group, Ltd.       11,996     $   42,631
  Coca-Cola Amatil, Ltd.                        140,906        871,296
    new shares                                   35,226        175,258
  Mayne Nickless, Ltd                           258,053      1,065,619
  Pacific Dunlop, Ltd                           264,000        555,409
                                                             2,710,213

BELGIUM-1.3%
  Arbed, S.A.*                                    8,700      1,254,141
  Kredietbank, N.V.(c)                            7,500      1,782,590
                                                             3,036,731

BRAZIL-0.3%
  Panamerican Beverages, Inc. Cl.A               10,000        300,000
  Usiminas, S.A.(b)                              30,000        330,000
                                                               630,000

CANADA-0.3%
  Imasco, Ltd.                                        1             18
  Renaissance Energy, Ltd.*                      33,000        681,818
  Rogers Communications, Inc.*                    8,900        104,498
                                                               786,334

DENMARK-1.0%
  Den Danske Bank International, S.A.            38,200      2,398,835

FINLAND-2.0%
  Metsa-Serla Oy                                 32,000      1,424,499
  Nokia Corp. pfd.                               34,120      1,998,516
  Unitas Bank, Ltd. Cl. A.*                     395,295      1,278,083
                                                             4,701,098

FRANCE-8.6%
  Assurance Generale de France(c)                68,300      2,187,853
  Banque Nationale de Paris*(c)                  40,300      1,943,870
  Bouygues, S.A.                                 13,900      1,664,705
  Casino Guichard Perrachon                      23,900        697,109
  CIE Frananciere de Paribas, S.A.(c)            29,853      1,794,411
    new shares                                    1,302         75,040
  Generale des Eaux(c)                           17,210      1,915,671
  Gruope Danone                                   8,500      1,429,735
    new shares                                      190         31,332
  Klepierre                                       1,530        185,445
  Pechiney, S.A.                                 19,000      1,095,450
  Salomon, S.A.                                   3,190      1,443,350
  SEITA                                          55,500      1,668,003
  SIMCO Union Habit                               6,410        556,271
  Societe Francaise d'Investissements 
    Immobiliers et de Gestion                     8,420        560,610
  Total, S.A. (ADR)                              36,560      1,105,940
    Cl. B                                         8,200        493,564
    new shares                                      201         11,767
  Unibail                                        12,160      1,188,114
                                                            20,048,240

GERMANY-6.1%
  Bayer A.G.                                      9,650      2,400,550
  Deutsche Bank A.G.(c)                          54,300      2,638,724
  Deutsche Lufthansa 
  A.G.*(c)                                        8,500      1,229,345
  Henkel KGaA                                     4,800      1,850,092
  Klein, Schanz & Beck                            2,200        477,275
    pfd.                                          4,397        779,018
  Suedzucker A.G.(c)                              2,601      1,519,766
  Veba A.G.(c)                                    6,000      2,358,173
  Volkswagen A.G.                                 3,540      1,022,692
                                                            14,275,635

HONG KONG-4.8%
  Cheung Kong Hldgs., Ltd                       307,000      1,523,534
  Citic Pacific, Ltd                            372,000        932,668
  Dao Heng Bank Group, Ltd                       99,000        301,946
  Hong Kong & China Gas Co., Ltd                692,800      1,105,751
  Hopewell Holdings, Ltd                      1,618,000      1,380,082


8


                                                    ALLIANCE INTERNATIONAL FUND
- -------------------------------------------------------------------------------

COMPANY                                          SHARES    U.S.$ VALUE
- ----------------------------------------------------------------------
  Hysan Development Co, Ltd.                    278,000    $   635,917
  Johnson Electric Holdings, Ltd                324,000        653,209
  New World Development Co., Ltd                478,586      1,592,648
  Peregrine Investment Holdings, Ltd            424,000        602,755
  Sun Hung Kai Properties, Ltd                  192,000      1,420,559
  Television Broadcasts, Ltd.                   220,000        773,346
  Yizheng Chemical Fibre Co., Ltd               915,000        319,277
                                                            11,241,692

INDIA-0.1%
  Bajaj Auto, Ltd. (GDR)(b)                       7,400        202,390

INDONESIA-0.8%
  PT H.M. Sampoerna                             209,000      1,642,344
  PT Indosat*                                    71,000        269,398
                                                             1,911,742

ITALY-1.4%
  La Rinascente S.p.A                           261,100      1,484,785
  Telecom Italia S.p.A                          204,600        555,145
  Telecom Italia S.p.A-Di Risp                  570,000      1,206,586
                                                             3,246,516

JAPAN-34.3%
  Advantest Corp.                                12,000        453,071
  Amano Corp.                                    67,000        790,514
  Asahi Bank, Ltd.*                             144,000      1,537,608
  Bank of Tokyo, Ltd.                            79,000      1,267,654
  Canon Sales                                    17,000        471,359
  Chiba Bank                                     55,000        499,676
  DDI Corp.                                           4         32,093
  Daifuku                                        55,000        615,834
  Dai Nippon Printing Co., Ltd                   70,000      1,114,978
  Daito Trust Construction Co                    10,800        101,941
  Daiwa Securities Co., Ltd                      31,000        326,990
  East Japan Railway Co.                            301      1,544,865
  Fuji Photo Film Co.(c)                        124,000      2,940,711
  Heiwa Corp.(c)                                 97,000      2,208,837
  Hitachi Metals, Ltd.                          125,000      1,246,239
  House Food Corp.                               52,000      1,092,089
  Ito-Yokado Co., Ltd.                           26,000      1,371,247
  Kamigumi Co., Ltd.                             43,000        431,243
  Kandenko Co., Ltd.                             60,000        821,190
  Kao Corp.                                     125,000      1,504,336
  Kirin Brewery Co., Ltd.                        84,000        891,983
  Kokuyo Co.                                     17,000        381,098
  Komatsu, Ltd.*                                 79,000        603,068
  Kuraray Co., Ltd.                             215,000      2,336,322
  Kurita Water Industries                        36,000        925,963
  Kyocera Corp.                                  21,000      1,729,455
  Maeda Road Construction Corp.                  22,000        425,698
  Marui Co., Ltd.                                55,000        876,055
  Matsushita Electric Works                     143,000      1,542,116
  Matushita Electric Industrial Co., Ltd        118,000      1,837,768
  Mitsubishi Heavy Industries, Ltd.             132,000        897,080
  Mitsubishi Materials Corp.                     87,000        390,065
  Mitsui Marine & Fire Insurance Co.            133,000        872,491
  Mitsui Trust & Banking Co., Ltd.              221,000      2,033,862
  Mori Seiki Co.                                 24,000        427,585
  NGK Insulators                                 44,000        399,221
  NGK Spark Plug Co.                             22,000        243,997
  National House Industrial                      38,000        703,911
  Nikko Securitids Co.                           81,000        657,519
  Nintendo Corp., Ltd.(c)                        50,600      2,907,463
  Nippon Electric Glass Co., Ltd.                 2,800         44,930
  Nippon Express Co., Ltd.                      153,000      1,408,059
  Nippon Steel Co.*                             229,000        745,726
  Nippon Telegraph & Telephone Corp.                212      1,775,942
  Nomura Securities Co., Ltd                     86,000      1,501,740


9


PORTFOLIO OF INVESTMENTS (CONTINUED)                ALLIANCE INTERNATIONAL FUND
- -------------------------------------------------------------------------------

COMPANY                                          SHARES    U.S.$ VALUE
- ----------------------------------------------------------------------
  Osaka Gas Co.                                 250,000    $   923,249
  Rohm Co.(c)                                    78,000      4,030,913
  Santen Pharmaceutical Co.                      11,000        293,316
  Sanyo Electric Co., Ltd                        93,000        457,566
  Seven-Eleven Japan Co., Ltd.(c)                34,700      2,485,151
  Shimizu Corp.                                  81,000        783,671
  Shin-Etsu Chemical Co.                         22,000        386,762
  Sumitomo Bank, Ltd.(c)                        199,000      3,451,478
  Sumitomo Electric Industries                   67,000        798,419
  Sumitomo Marine & Fire Insurance              102,000        809,935
  Sumitomo Realty and Development Co., Ltd.     132,000        788,060
  Taisho Pharmaceutical Co., Ltd                 22,000        425,698
  Takara Shuzo Co.                              121,000        915,120
  Takeda Chemical Industries                     61,000        806,088
  Tokai Bank                                     76,000        842,900
  Tokio Marine & Fire Insurance Co., Ltd.(c)    235,000      2,695,062
  Tokyo Electric Power Co., Ltd                  46,000      1,411,126
  Tokyo Electron, Ltd.                           47,000      1,608,165
  Tokyo Gas Co., Ltd                            412,000      1,623,597
  Tokyo Kanetsu                                  77,000        325,243
  Tokyo Steel Mfg. Co.                           23,000        393,487
  Tostem Corp.                                   21,000        646,688
  Toyota Motor Corp.*(c)                        140,000      2,775,058
  UBE Industries, Ltd.*                          77,000        268,916
  Yakult Honsha Co.                              57,000        827,208
  Yamanouchi Pharmaceutical Co., Ltd.            67,000      1,509,881
  Yamazaki Baking Co., Ltd.                      41,000        841,720
                                                            80,056,069

KOREA-0.1%
  Korea Mobile Telecom (GDS)                      3,400        121,550

MALAYSIA-1.9%
  Aokam Perdana Berhard                         131,000      1,558,244
  DCB Holdings Berhad                            82,250         94,463
  Rashid Hussain Berhard                         89,000        284,742
  Resorts World Berhad                          184,000      1,079,245
  Telekom Malaysia                              184,000      1,396,226
                                                             4,412,920

MEXICO-0.3%
  Grupo Financiero
    Bancomer, S.A. de C.V. Cl.C                  25,933          6,846
    Series B                                    700,200        205,019
  Telefonos De Mexico, S.A. (ADR) Cl.L           19,700        583,613
                                                               795,478

NETHERLANDS-4.0%
  D.S.M. N.V.                                    12,200      1,051,500
  Elsevier N.V.                                 117,700      1,390,579
  Fortis Amev N.V.                               65,500      3,573,273
  Heineken N.V.                                  12,025      1,820,523
  International Nederlanden Groep N.V.           29,300      1,621,126
                                                             9,457,001

NEW ZEALAND-0.8%
  Lion Nathan, Ltd.                             335,000        662,934
  Telecom Corp. of New Zealand                  338,100      1,265,806
                                                             1,928,740

NORWAY-1.1%
  Bergesen D.Y. AS                               59,100      1,342,600
  Christiana Bank OG                            560,000      1,299,437
                                                             2,642,037

PHILIPPINES-0.2%
  Manila Electric Co.Cl.B                        61,000        489,624

PORTUGAL-0.2%
  Portucel Industrial Empresa                    65,000        464,817


10


                                                    ALLIANCE INTERNATIONAL FUND
- -------------------------------------------------------------------------------

COMPANY                                          SHARES    U.S.$ VALUE
- ----------------------------------------------------------------------
SINGAPORE-1.8%
  First Capital Corp., Ltd.                      17,000     $   52,551
  Fraser & Neave                                 99,000      1,140,537
  Oversea-Chinese Banking Corp.,Ltd              67,000        743,113
  Overseas Union Bank, Ltd                      170,000      1,070,483
  Sembawang Corp., Ltd.                          18,000        109,481
  Singapore Press Hldgs., Ltd                    78,000      1,166,512
                                                             4,282,677

SPAIN-3.2%
  Banco IntercontinentalEspanol                  16,400      1,476,435
  Corporacion Bancaria de Espana, S.A.           18,000        665,288
  Iberdrola, S.A.*                              131,000        986,757
  Repsol, S.A.                                   55,900      1,759,060
  Tabacalera, S.A. Series A                      38,365      1,435,415
  Unidad Editorial, S.A.(a)                     297,500        350,659
  Uralita, S.A.                                  68,785        829,451
                                                             7,503,065

SWEDEN-2.6%
  AB Astra Series A                             119,100      3,672,091
  Hennes & Mauritz AB
  Marieberg Tidings Series A                     44,500        928,943
  SKF International AB Series A*                  7,300        146,373
  Stora Kopparbergs Series B                     98,500      1,332,471
                                                             6,079,878

SWITZERLAND-2.9%
  BBC Brown Boveri A.G.                           1,040      1,076,578
  Ciba-Geigy A.G.(c)                              2,580      1,891,029
  Electrowatt A.G.                                2,290        658,263
  Forbo Holdings A.G.                             2,440      1,190,864
  Nestle, S.A.(c)                                 1,804      1,877,375
                                                             6,694,109

THAILAND-0.3%
  Bangkok Bank Co., Ltd.                         56,000        617,055
  Phatra Thanakit                                15,000        125,177
                                                               742,232

UNITED KINGDOM-14.5%
  Allied Radio Plc.*                          1,825,950         65,366
  Argos Plc.                                    168,600      1,158,844
  B.A.T. Industries Plc.(c)                     325,600      2,496,980
  Berkley Group Plc.                            118,700        671,389
  BOC Group Plc.                                 40,000        511,045
  British Airways Plc.                          226,200      1,482,769
  British Land Co. Plc.                         150,000        953,436
  British Telecommunications Plc.               165,000      1,029,091
  Dixons Group Plc.                             388,250      1,581,376
  Forte Plc.                                    463,900      1,679,150
  General Electric Plc.                         337,000      1,646,084
  Grand Metropolitan Plc.                       273,000      1,674,444
  Hepworth Plc.                                 224,000      1,003,252
  Johnson Matthey Plc.                          131,600      1,201,853
  Marley Plc.                                   356,200        654,575
  Meyer International Plc.                       93,000        460,919
  Mowlen (John) & Co. Plc.                      864,000        948,520
  Queens Moat Houses Plc.*                       50,000          7,955
  Royal Bank of Scotland Group Plc.(c)          357,000      2,428,220
  Rugby Group Plc.                              259,200        437,144
  Smithkline Beecham Cl.A                       207,600      1,879,418
  Thorn EMI Plc.(c)                              97,000      2,009,400
  Unilever Plc.(c)                              110,000      2,227,071
  Vodafone Group Plc.(c)                        596,800      2,217,172
  Wimpey (George) Plc.(c)                     1,292,100      2,343,606
  W.H. Smith Group Plc.                         204,500      1,060,705
                                                            33,829,784


11


PORTFOLIO OF INVESTMENTS (CONTINUED)                ALLIANCE INTERNATIONAL FUND
- -------------------------------------------------------------------------------

COMPANY                                          SHARES    U.S.$ VALUE
- -----------------------------------------------------------------------
OTHER-0.5%
  Asesores Bursatiles Capital Fund N.V.*(a)          25   $    708,981
  CLM Insurance Fund Plc.*                      123,000        172,215
  Taiwan Fund, Inc.                              18,000        393,750
  Touche Remnant Ecotec Environmental Fund*(a)        1             -0-
                                                             1,274,946

Total Common Stocks & Other Investments
  (cost $217,085,662)                                      225,964,353
 

                                               PRINCIPAL
                                                 AMOUNT
COMPANY                                           (000)    U.S.$ VALUE
- ----------------------------------------------------------------------
TIME DEPOSIT-1.3%
  Sumitomo Bank
    6.3125%, 7/03/95
    (cost $3,000,000)                        US$  3,000   $  3,000,000

TOTAL INVESTMENTS-97.9%
  (cost $220,085,662)                                      228,964,353
Other assets less liabilities-2.1%                           5,008,124

NET ASSETS-100%                                           $233,972,477


*    Non-income producing security.

(a)  Illiquid security, valued at fair value (see Notes A and F).

(b)  These securities are exempt from registration under Rule 144A of the 
Securities Act of 1933. These securities may be resold in transactions exempt 
from registration, normally to qualified institutional buyers. At June 30, 1995 
these securities amounted to $532,390 or 0.23% of net assets.

(c)  Securities with an aggregate market value of $58,355,929 segregated to 
collateralize forward exchange currency contracts.

     Glossary of Terms:
     ADR - American depository receipt
     GDR - Global depository receipt
     GDS - Global depository security

     See notes to financial statements.


12


STATEMENT OF ASSETS AND LIABILITIES
JUNE 30, 1995                                       ALLIANCE INTERNATIONAL FUND
- -------------------------------------------------------------------------------

ASSETS
  Investments in securities, at value (cost $220,085,662)         $228,964,353
  Cash, at value (cost $3,245,700)                                   3,251,186
  Receivable for investment securities sold                          9,730,034
  Dividends and interest receivable                                    955,097
  Receivable for shares of beneficial interest sold                    309,509
  Foreign taxes receivable and other assets                            385,752
  Total assets                                                     243,595,931

LIABILITIES
  Payable for investment securities purchased                        7,065,921
  Unrealized depreciation of forward exchange currency contracts       820,653
  Advisory fee payable                                                 584,931
  Payable for shares of beneficial interest redeemed                   406,645
  Distribution fee payable                                              81,336
  Accrued expenses                                                     663,968
  Total liabilities                                                  9,623,454

NET ASSETS                                                        $233,972,477

COMPOSITION OF NET ASSETS
  Shares of beneficial interest, at par                           $    140,733
  Additional paid-in capital                                       217,119,669
  Accumulated net investment loss                                   (1,111,732)
  Accumulated net realized gain on investments and foreign
    currency transactions                                            9,720,703
  Net unrealized appreciation of investments and foreign 
    currency denominated assets and liabilities                      8,103,104
                                                                  $233,972,477

CALCULATION OF MAXIMUM OFFERING PRICE
  CLASS A SHARES
  Net asset value and redemption price per share ($165,580,342/
    9,849,363 shares of beneficial interest issued and outstanding)     $16.81
  Sales charge-4.25% of public offering price                              .75
  Maximum offering price                                                $17.56

  CLASS B SHARES
  Net asset value and offering price per share ($48,997,443/
    3,026,512 shares of beneficial interest issued and outstanding)     $16.19

  CLASS C SHARES
  Net asset value, redemption and offering price per share($19,394,692
    /1,197,376 shares of beneficial interest issued and outstanding)    $16.20


See notes to financial statements.


13


STATEMENT OF OPERATIONS
YEAR ENDED JUNE 30, 1995                            ALLIANCE INTERNATIONAL FUND
- -------------------------------------------------------------------------------

INVESTMENT INCOME
  Dividends(net of foreign taxes withheld of $516,127)  $4,321,615 
  Interest                                                 634,177  $4,955,792
    
EXPENSES
  Advisory fee                                           2,524,729 
  Distribution fee-Class A                                 333,671 
  Distribution fee-Class B                                 441,073 
  Distribution fee-Class C                                 246,454 
  Custodian                                                497,877 
  Transfer agency                                          478,620 
  Administrative                                           135,604 
  Audit and legal                                          105,642 
  Registration                                              53,702 
  Printing                                                  52,883 
  Trustees' fees                                            36,028 
  Miscellaneous                                             58,224 
  Total expenses                                                     4,964,507
  Net investment loss                                                   (8,715)
    
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS
AND FOREIGN CURRENCY TRANSACTIONS
  Net realized gain on investment transactions                      21,244,929
  Net realized loss on foreign currency transactions                (1,551,380)
  Net change in unrealized appreciation (depreciation) of:
    Investments                                                    (20,237,245)
    Foreign currency denominated assets and liabilities               (421,161)
  Net loss on investments and foreign currency transactions           (964,857)
    
NET DECREASE IN NET ASSETS FROM OPERATIONS                           $(973,572)
    
    
See notes to financial statements.


14


STATEMENT OF CHANGES IN NET ASSETS                  ALLIANCE INTERNATIONAL FUND
- -------------------------------------------------------------------------------

                                                      YEAR ENDED    YEAR ENDED
                                                       JUNE 30,      JUNE 30,
                                                         1995          1994
                                                    -------------  ------------
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS
  Net investment loss                               $     (8,715)  $(1,189,227)
  Net realized gain on investments and 
    foreign currency transactions                     19,693,549    25,178,246
  Net change in unrealized appreciation 
    (depreciation) of investments and foreign 
    currency denominated assets and liabilities      (20,658,406)    9,924,850
  Net increase (decrease) in net assets from
    operations                                          (973,572)   33,913,869

DISTRIBUTIONS TO SHAREHOLDERS FROM:
  Net realized gain on investments and 
    foreign currency transactions
    Class A                                          (15,878,472)   (5,633,699)
    Class B                                           (4,457,892)     (427,595)
    Class C                                           (2,832,662)     (193,466)

CAPITAL TRANSACTIONS
  Net increase                                        12,753,910    50,062,493
  Total increase (decrease)                          (11,388,688)   77,721,602

NET ASSETS
  Beginning of year                                  245,361,165   167,639,563
  End of year                                       $233,972,477  $245,361,165
    
    
See notes to financial statements.


15


NOTES TO FINANCIAL STATEMENTS
JUNE 30, 1995                                       ALLIANCE INTERNATIONAL FUND
- -------------------------------------------------------------------------------

NOTE A: SIGNIFICANT ACCOUNTING POLICIES
Alliance International Fund (the 'Fund'), which is a Massachusetts business 
trust, is registered under the Investment Company Act of 1940, as a 
diversified, open-end management investment company. The Fund offers Class A, 
Class B and Class C shares. Class A shares are sold with a front-end sales 
charge of up to 4.25%. Class B shares are sold with a contingent deferred sales 
charge which declines from 4% to zero depending on the period of time the 
shares are held. Class B shares will automatically convert to Class A shares 
eight years after the end of the calendar month of purchase. Class C shares are 
sold without an initial or contingent deferred sales charge. All three classes 
of shares have identical voting, dividend, liquidation and other rights, except 
that each class bears different distribution expenses and has exclusive voting 
rights with respect to its distribution plan. The following is a summary of 
significant accounting policies followed by the Fund.

1. SECURITY VALUATION
Portfolio securities traded on a United States or European stock exchange for 
which market quotations are readily available are valued at the last quoted 
sales price on that exchange prior to the time when assets are valued. 
Securities listed or traded on certain foreign exchanges whose operations are 
similar to the U.S. over-the-counter market are valued at the price within the 
limits of the latest available current bid and asked price deemed best to 
reflect fair value. Securities which mature in 60 days or less are valued at 
amortized cost which approximates market value. Illiquid securities are valued 
at fair value as determined by the Board of Trustees. In determining fair 
value, consideration is given to cost, operating and other financial data.

2. CURRENCY TRANSLATION
Assets and liabilities denominated in foreign currencies and commitments under 
forward exchange currency contracts are translated into U.S. dollars at the 
mean of the quoted bid and asked price of such currencies against the U.S. 
dollar. Purchases and sales of portfolio securities are translated at the rates 
of exchange prevailing when such securities were acquired or sold. Income and 
expenses are translated at rates of exchange prevailing when accrued.

Net realized foreign exchange losses of $1,551,380 represent foreign exchange 
gains and losses from sales and maturities of debt securities, holding of 
foreign currencies, exchange gains and losses realized between the trade and 
settlement dates on security transactions, and the difference between the 
amounts of dividends, interest and foreign taxes receivable recorded on the 
Fund's books and the U.S. dollar equivalent of the amounts actually received or 
paid. Net currency gains and losses from valuing foreign currency denominated 
assets and liabilities at period end exchange rates are reflected as a 
component of net unrealized appreciation of investments and foreign currency 
denominated assets and liabilities.

3. TAXES
It is the Fund's policy to meet the requirements of the Internal Revenue Code 
applicable to regulated investment companies and to distribute all of its 
investment company taxable income and net realized gains, if applicable, to 
shareholders. Therefore, no provisions for federal income or excise taxes are 
required.

4. INVESTMENT INCOME AND SECURITY TRANSACTIONS
Dividend income is recorded on the ex-dividend date. Interest income is accrued 
daily. Security transactions are accounted for on the date securities are 
purchased or sold. Security gains and losses are determined on the identified 
cost basis. The Fund accretes discounts on short-term securities as adjustments 
to interest income.

5. DIVIDENDS AND DISTRIBUTIONS
Dividends and distributions to shareholders are recorded on the ex-dividend 
date. Income dividends and capital gain distributions are determined in 
accordance with income tax regulations, which may differ from generally 
accepted accounting principles.


16


                                                    ALLIANCE INTERNATIONAL FUND
- -------------------------------------------------------------------------------

NOTE B: ADVISORY FEE AND OTHER TRANSACTIONS WITH AFFILIATES
Under an investment advisory agreement, the Fund pays its Adviser, Alliance 
Capital Management, L.P., (the "Adviser"), a fee at a quarterly rate equal to 
1/4 of 1% (approximately 1% on an annual basis) of quarter end net assets up to 
$500 million and 3/16 of 1% (approximately .75% on an annual basis) of quarter 
end net assets in excess of $500 million. The Adviser has agreed, under the 
terms of the advisory agreement, to reimburse the Fund to the extent that its 
aggregate expenses (exclusive of interest, taxes, brokerage, distribution fees, 
extraordinary expenses and certain other expenses) exceed the limits prescribed 
by any state in which the Fund's shares are qualified for sale. The Fund 
believes that the most restrictive expense ratio limitation currently imposed 
by any state is 2.5% of the first $30 million of the Fund's average daily net 
assets, 2% of the next $70 million of its average daily net assets and 1.5% of 
its average daily net assets in excess of $100 million. For the year ended June 
30, 1995, no such reimbursement was required. Pursuant to the advisory 
agreement, the Fund paid $135,604 to the Adviser representing the cost of 
certain legal and accounting services provided to the Fund by the Adviser for 
the year ended June 30, 1995.

The Fund compensates Alliance Fund Services, Inc. (a wholly-owned subsidiary of 
the Adviser) under a Transfer Agency Agreement for providing personnel and 
facilities to perform transfer agency services for the Fund. Such compensation 
amounted to $355,426 for the year ended June 30, 1995.

Alliance Fund Distributors, Inc. (a wholly-owned subsidiary of the Adviser) 
serves as the Distributor of the Fund's shares. The Distributor received 
front-end sales charges of $16,704 from the sale of Class A shares and $210,008 
in contingent deferred sales charges imposed upon redemptions by shareholders 
of Class B for the year ended June 30, 1995. Brokerage commissions paid on 
securities transactions for the year ended June 30, 1995, amounted to 
$1,381,789, none of which was paid to brokers utilizing the services of the 
Pershing Division of Donaldson, Lufkin & Jenrette Securities Corp. ("DLJ"), an 
affiliate of the Adviser, nor to DLJ directly.

NOTE C: DISTRIBUTION SERVICES AGREEMENT
The Fund has adopted a Distribution Services Agreement (the "Agreement") 
pursuant to Rule 12b-1 under the Investment Company Act of 1940. Under the 
Agreement the Fund pays a distribution fee to the Distributor at an annual rate 
of up to .30 of 1% of the average daily net assets attributable to the Class A 
shares and 1% of the average daily net assets attributable to the Class B and 
Class C shares. The fees are accrued daily and paid monthly. The Agreement 
provides that the Distributor will use such payments in their entirety for 
distribution assistance and promotional activities. The Distributor has 
incurred expenses in excess of the distribution costs reimbursed by the Fund in 
the amount of $1,672,131 and $455,492, for Class B and C shares, respectively; 
such costs may be recovered from the Fund in future periods so long as the 
Agreement is in effect. In accordance with the Agreement, there is no provision 
for recovery of unreimbursed distribution costs, incurred by the Distributor, 
beyond the current fiscal year for Class A shares. The Agreement also provides 
that the Adviser may use its own resources to finance the distribution of the 
Fund's shares.

NOTE D: INVESTMENT TRANSACTIONS
Purchases and sales of investment securities (excluding short-term investments) 
aggregated $285,030,757 and $295,643,776, respectively, for the year ended June 
30, 1995. There were no purchases or sales of U.S. Government and government 
agency obligations for the year ended June 30, 1995.

The Fund enters into forward exchange currency contracts in order to hedge its 
exposure to changes in foreign currency exchange rates on its foreign portfolio 
holdings. A forward exchange currency contract is a commitment to purchase or 
sell a foreign currency at a future date at a negotiated forward rate. The gain 
or loss arising from the difference between the original contracts and the 
closing 


17


NOTES TO FINANCIAL STATEMENTS (CONTINUED)           ALLIANCE INTERNATIONAL FUND
- -------------------------------------------------------------------------------

of such contracts is included in net realized gain or loss from foreign 
currency transactions.

Fluctuations in the value of forward exchange currency contracts are recorded 
for financial reporting purposes as net change in unrealized appreciation 
(depreciation) of foreign currency denominated assets and liabilities.

Risks may arise from the potential inability of a counterparty to meet the 
terms of a contract and from unanticipated movements in the value of a foreign 
currency relative to the U.S. dollar. The face or contract amount, in U.S. 
dollars as reflected in the following table, reflects the total exposure the 
Fund has in that particular currency contract.

At June 30, 1995, the Fund had outstanding forward exchange currency contracts, 
as follows:


                                  CONTRACT     COST ON     U.S. $   UNREALIZED
                                   AMOUNT    ORIGINATION  CURRENT  APPRECIATION
FOREIGN CURRENCY BUY CONTRACTS      (000)       DATE      VALUE  (DEPRECIATION)
- ------------------------------  -----------  ----------  ----------  ----------
Australian Dollars, 
  expiring 7/31/95                5,500,000  $3,958,075  $3,904,927   $(53,148)
Belgian Francs, 
  expiring 9/29/95               20,880,000     728,669     735,883      7,214
British Pounds, 
  expiring 8/31/95                2,300,000   3,673,962   3,656,309    (17,653)
Deutsche Marks, 
  expiring 8/31/95                8,600,000   6,218,332   6,227,385      9,053
French Francs, expiring 8/31/95  10,200,000   2,105,393   2,102,551     (2,842)

FOREIGN CURRENCY SALE CONTRACTS 
- -------------------------------
Australian Dollars, 
  expiring 7/31/95                5,500,000   3,995,200   3,902,733     92,467
Belgian Francs,
  expiring 9/29/95               99,650,000   3,510,966   3,503,803      7,163
British Pounds, 
  expiring 8/31/95-9/29/95        4,500,000   7,065,875   7,148,030    (82,155)
Deutsche Marks,
  expiring 8/31/95                8,600,000   5,953,617   6,227,326   (273,709)
French Francs, expiring 8/31/95  30,700,000   5,996,094   6,321,221   (325,127)
Swiss Francs, expiring 8/31/95    7,500,000   6,358,585   6,540,501   (181,916)
                                                                     $(820,653)
   
   
At June 30, 1995, the cost of investments for federal income tax purposes was 
$220,367,994. Accordingly, gross unrealized appreciation of investments was 
$16,291,336 and gross unrealized depreciation of investments was $7,694,977, 
resulting in net unrealized appreciation of $8,596,359.


18


                                                    ALLIANCE INTERNATIONAL FUND
- -------------------------------------------------------------------------------

NOTE E: SHARES OF BENEFICIAL INTEREST
There is an unlimited number of $.01 par value shares of beneficial interest 
authorized, divided into three classes, designated Class A, Class B and Class C 
shares. Transactions in shares of beneficial interest were as follows:


                                   SHARES                     AMOUNT
                          ------------------------  ---------------------------
                          YEAR ENDED   YEAR ENDED     YEAR ENDED    YEAR ENDED
                             JUNE 30,     JUNE 30,     JUNE 30,      JUNE 30,
                              1995         1994          1995          1994
                          -----------  -----------  -------------  ------------
CLASS A
Shares sold                2,705,822    2,597,434    $47,501,995   $45,812,612
Shares issued in 
  reinvestment of
  distributions              926,842      328,484     15,032,351     5,442,987
Shares issued in 
  connection with the 
  acquisition of the 
  Canadian Fund                   -0-     747,660             -0-   12,699,508
Shares redeemed           (4,770,741)  (2,744,645)   (83,532,846)  (48,609,413)
Net increase (decrease)   (1,138,077)     928,933   $(20,998,500)  $15,345,694
     
CLASS B
Shares sold                2,388,681    1,519,137    $40,924,713   $26,354,439
Shares issued in 
  reinvestment of
  distributions              246,119       24,318      3,861,611       394,438
Shares redeemed           (1,280,863)    (275,243)   (20,826,680)   (4,795,788)
Net increase               1,353,937    1,268,212    $23,959,644   $21,953,089
     
CLASS C
Shares sold                2,500,356    1,157,061    $42,839,538   $20,136,268
Shares issued in 
  reinvestment of
  distributions              171,490       11,110      2,692,396       180,098
Shares redeemed           (2,228,318)    (428,880)   (35,739,168)   (7,552,656)
Net increase                 443,528      739,291     $9,792,766   $12,763,710
     
     
19


NOTES TO FINANCIAL STATEMENTS (CONTINUED)           ALLIANCE INTERNATIONAL FUND
- -------------------------------------------------------------------------------

NOTE F: ILLIQUID SECURITIES

                                                 DATE
SECURITY                                       ACQUIRED     U.S. $ COST
- --------                                       --------     -----------
Asesores Bursatiles Capital Fund N.V.          10/29/90     $1,113,819
Touche Remnant Ecotec Environmental Fund        6/28/90        247,179
Unidad Editorial, S.A.                          1/20/92        369,591


The securities shown are illiquid and have been valued at fair value in 
accordance with procedures described in Note A. The value of these securities 
at June 30, 1995 was $1,059,640 representing 0.5% of net assets. During the 
month of March 1994, the Board of Trustees determined that Touche Remnant 
Ecotec Environmental Fund ("T R Ecotec") should be valued at zero to reflect 
current fair value. This decision was based on notification from the investment 
advisor of T R Ecotec of the company's termination and future liquidation.

NOTE G: ACQUISITION OF THE CANADIAN FUND 
On March 25, 1994, the Fund acquired all the net assets of the Canadian Fund, 
the sole series of Alliance Global Fund (the "Trust") pursuant to a plan of 
reorganization approved by the Canadian Fund shareholders on March 18, 1994. 
The acquisition was accomplished by a tax-free exchange of 747,660 shares of 
the Fund for 2,321,131 shares of Canadian Fund on March 25, 1994. The aggregate 
net assets of the Fund and Canadian Fund immediately before the acquisition 
were $215,961,187 and $13,317,340 (including unrealized appreciation of 
$7,351,031), respectively. Immediately after the acquisition the combined net 
assets of the Fund amounted to $229,278,527.

NOTE H: FOREIGN TAX CREDIT (UNAUDITED) 
The Fund has elected to give the benefit to its shareholders of foreign taxes 
that have been paid and/or withheld. For the fiscal year ended June 30, 1995, 
this amounted to $516,127. Although the Fund has made the election required to 
make this credit available, the amount of allowable tax credit is subject to 
limitations under the Internal Revenue Code.

A notification reflecting the per share amount to be used by taxpayers on their 
federal income tax return will be mailed to shareholders in January 1996.


20


FINANCIAL HIGHLIGHTS                                ALLIANCE INTERNATIONAL FUND
- -------------------------------------------------------------------------------

SELECTED DATA FOR A SHARE OF BENEFICIAL INTEREST OUTSTANDING THROUGHOUT EACH 
YEAR

<TABLE>
<CAPTION>
                                                                        CLASS A
                                            --------------------------------------------------------------
                                                                  YEAR ENDED JUNE 30,
                                            --------------------------------------------------------------
                                                1995         1994         1993         1992         1991
                                            ----------  -----------  -----------  -----------  -----------
<S>                                         <C>         <C>          <C>          <C>          <C>
Net asset value, beginning of year            $18.38       $16.01       $14.98       $14.00       $17.99 
      
INCOME FROM INVESTMENT OPERATIONS
Net investment income (loss)                     .04         (.09)        (.01)         .01(b)       .05 
Net realized and unrealized gain (loss) 
  on investments and foreign currency 
  transactions                                   .01         3.02         1.17         1.04        (3.54)
Net increase (decrease) in net asset 
  value from operations                          .05         2.93         1.16         1.05        (3.49)
      
LESS: DISTRIBUTIONS
Dividends from net investment income              -0-          -0-        (.04)        (.07)        (.03)
Distributions from net realized gains 
  on investments and foreign currency 
  transactions                                 (1.62)        (.56)        (.09)          -0-        (.47)
Total distributions                            (1.62)        (.56)        (.13)        (.07)        (.50)
Net asset value, end of year                  $16.81       $18.38       $16.01       $14.98       $14.00 
      
TOTAL RETURN
Total investment return based on net
  asset value (c)                                .59%       18.68%        7.86%        7.52%      (19.34)%

RATIOS/SUPPLEMENTAL DATA
Net assets, end of year (000's omitted)     $165,584     $201,916     $161,048     $179,807     $214,442
Ratio of expenses to average net assets         1.73%        1.90%        1.88%        1.82%        1.73%
Ratio of net investment income (loss) 
  to average net assets                          .26%        (.50)%       (.14)%        .07%         .37%
Portfolio turnover rate                          119%          97%          94%          72%          71%
</TABLE>


See footnote summary on page 23.


21


FINANCIAL HIGHLIGHTS (CONTINUED)                    ALLIANCE INTERNATIONAL FUND
- -------------------------------------------------------------------------------

SELECTED DATA FOR A SHARE OF BENEFICIAL INTEREST OUTSTANDING THROUGHOUT EACH 
PERIOD

<TABLE>
<CAPTION>
                                                                        CLASS B
                                             ---------------------------------------------------------------
                                                                                               SEPTEMBER 17,
                                                            YEAR ENDED JUNE 30,                  1990 (A)
                                             --------------------------------------------------     TO
                                                1995         1994         1993         1992     JUNE 30,1991
                                             ---------  ------------- ----------  ------------- ------------
<S>                                             <C>        <C>           <C>         <C>             <C>
Net asset value, beginning of period          $17.90       $15.74       $14.81       $13.93        $15.52
      
INCOME FROM INVESTMENT OPERATIONS
Net investment income (loss)                    (.01)        (.19)(b)     (.12)        (.11)(b)       .03
Net realized and unrealized gain (loss)
  on investments and foreign currency 
  transactions                                  (.08)        2.91         1.14         1.02         (1.12)
Net increase (decrease) in net asset
  value from operations                         (.09)        2.72         1.02          .91         (1.09)
      
LESS: DISTRIBUTIONS
Dividends from net investment income              -0-          -0-          -0-        (.03)         (.03)
Distributions from net realized gains 
  on investments and foreign currency
  transactions                                 (1.62)        (.56)        (.09)          -0-         (.47)
Total distributions                            (1.62)        (.56)        (.09)        (.03)         (.50)
Net asset value, end of period                $16.19       $17.90       $15.74       $14.81        $13.93
      
TOTAL RETURN
Total investment return based on net
  asset value (c)                               (.22)%      17.65%        6.98%        6.54%        (6.97)%
      
RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (000's omitted)    $48,998      $29,943       $6,363       $5,585        $3,515
Ratio of expenses to average net assets         2.57%        2.78%        2.70%        2.68%         3.39%(d)
Ratio of net investment income (loss)
  to average net assets                         (.62)%      (1.15)%       (.96)%       (.70)%         .84%(d)
Portfolio turnover rate                          119%          97%          94%          72%           71%
</TABLE>


See footnote summary on page 23.


22


                                                    ALLIANCE INTERNATIONAL FUND
- -------------------------------------------------------------------------------

SELECTED DATA FOR A SHARE OF BENEFICIAL INTEREST OUTSTANDING THROUGHOUT EACH 
PERIOD

                                                          CLASS C
                                             ----------------------------------
                                             YEAR ENDED JUNE 30,  MAY 3,1993(A)
                                             --------------------      TO
                                               1995        1994    JUNE 30,1993
                                             --------  ----------  ------------
Net asset value, beginning of period         $17.91      $15.74      $15.93
    
INCOME FROM INVESTMENT OPERATIONS
Net investment income (loss)                   (.14)       (.11)         -0-
Net realized and unrealized gain (loss) 
  on investments and foreign currency 
  transactions                                  .05        2.84        (.19)
Net increase (decrease) in net asset 
  value from operations                        (.09)       2.73        (.19)
    
LESS: DISTRIBUTIONS
Distributions from net realized gains
  on investments and foreign currency
  transactions                                (1.62)       (.56)         -0-
Total distributions                           (1.62)       (.56)         -0-
Net asset value, end of period               $16.20      $17.91      $15.74
    
TOTAL RETURN
Total investment return based on net
  asset value (c)                              (.22)%     17.72%      (1.19)%
    
RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (000's omitted)   $19,395     $13,503        $229
Ratio of expenses to average net assets        2.54%       2.78%       2.57%(d)
Ratio of net investment income (loss)
  to average net assets                        (.88)%     (1.12)%       .08%(d)
Portfolio turnover rate                         119%         97%         94%


(a)  Commencement of distribution.

(b)  Based on average shares outstanding.

(c)  Total investment return is calculated assuming an initial investment made 
at the net asset value at the beginning of the period, reinvestment of all 
dividends and distributions at net asset value during the period, and 
redemption on the last day of the period. Initial sales charge or contingent 
deferred sales charge is not reflected in the calculation of total investment 
return. Total investment return for a period of less than one year is not 
annualized.

(d)  Annualized.


23


REPORT OF ERNST & YOUNG LLP,
INDEPENDENT AUDITORS                                ALLIANCE INTERNATIONAL FUND
- -------------------------------------------------------------------------------

TO THE SHAREHOLDERS AND BOARD OF TRUSTEES ALLIANCE INTERNATIONAL FUND

We have audited the accompanying statement of assets and liabilities of 
Alliance International Fund, including the portfolio of investments, as of June 
30, 1995, and the related statement of operations for the year then ended, the 
statement of changes in net assets for each of the two years in the period then 
ended, and the financial highlights for each of the periods indicated therein. 
These financial statements and financial highlights are the responsibility of 
the Fund's management. Our responsibility is to express an opinion on these 
financial statements and financial highlights based on our audits.

We conducted our audits in accordance with generally accepted auditing 
standards. Those standards require that we plan and perform the audit to obtain 
reasonable assurance about whether the financial statements and financial 
highlights are free of material misstatement. An audit includes examining, on a 
test basis, evidence supporting the amounts and disclosures in the financial 
statements. Our procedures included confirmation of securities owned as of June 
30, 1995, by correspondence with the custodian and brokers. An audit also 
includes assessing the accounting principles used and significant estimates 
made by management, as well as evaluating the overall financial statement 
presentation. We believe that our audits provide a reasonable basis for our 
opinion.

In our opinion, the financial statements and financial highlights referred to 
above present fairly, in all material respects, the financial position of 
Alliance International Fund at June 30, 1995, the results of its operations for 
the year then ended, the changes in its net assets for each of the two years in 
the period then ended, and the financial highlights for each of the indicated 
periods, in conformity with generally accepted accounting principles.

Ernst & Young LLP
New York, New York
August 11, 1995


FEDERAL INCOME TAX INFORMATION (UNAUDITED)
During the fiscal year ended June 30, 1995, the Fund paid on Class A, Class B, 
and Class C shares long-term capital gains of $.07.


24


                                                    ALLIANCE INTERNATIONAL FUND
- -------------------------------------------------------------------------------

TRUSTEES
JOHN D. CARIFA, CHAIRMAN AND PRESIDENT
DAVID H. DIEVLER
JOHN H. DOBKIN
W.H. HENDERSON
STIG HOST
RICHARD M. LILLY
ALAN STOGA
JOHN C. WEST
ROBERT C. WHITE

OFFICERS
A. RAMA KRISHNA, SENIOR VICE PRESIDENT
MARK H. BREEDON, VICE PRESIDENT
KELLY A. MORGAN, VICE PRESIDENT
THOMAS J. BARDONG, VICE PRESIDENT
NICHOLAS E. CROSSLAND, VICE PRESIDENT
EDMUND P. BERGAN, JR., SECRETARY
MARK D. GERSTEN, TREASURER & CHIEF FINANCIAL OFFICER
PATRICK J. FARRELL, CONTROLLER

CUSTODIAN
BROWN BROTHERS HARRIMAN & CO.
40 Water Street
Boston, MA 02109

PRINCIPAL UNDERWRITER
ALLIANCE FUND DISTRIBUTORS, INC.
1345 Avenue of the Americas
New York, NY 10105

LEGAL COUNSEL
SEWARD & KISSEL
One Battery Park Plaza
New York, NY 10004

INDEPENDENT AUDITORS
ERNST & YOUNG LLP
787 Seventh Avenue
New York, NY 10019

TRANSFER AGENT
ALLIANCE FUND SERVICES, INC.
P.O. Box 1520
Secaucus, NJ 07096-1520
Toll-Free 1-(800) 221-5672


25


ALLIANCE INTERNATIONAL FUND
1345 Avenue of the Americas
New York, NY  10105
(800) 221-5672

ALLIANCE CAPITAL
MUTUAL FUNDS WITHOUT THE MYSTERY.

THIS REPORT IS INTENDED SOLELY FOR DISTRIBUTION TO CURRENT SHAREHOLDERS 
OF THE FUND.

R THESE REGISTERED SERVICE MARKS USED UNDER LICENSE FROM THE OWNER, 
ALLIANCE CAPITAL MANAGEMENT L.P. 

INTAR



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