ALLIANCE INTERNATIONAL FUND
N-30D, 1996-09-12
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ALLIANCE INTERNATIONAL FUND

ANNUAL REPORT
JUNE 30, 1996

ALLIANCE
INVESTING WITHOUT THE MYSTERY.



LETTER TO SHAREHOLDERS                              ALLIANCE INTERNATIONAL FUND
_______________________________________________________________________________

July 8, 1996 

Dear Shareholder:

We are pleased to report on the investment results and activity of Alliance 
International Fund for the fiscal year ended June 30, 1996. As the accompanying 
table makes clear, your Fund and the foreign equity markets in which it invests 
have performed well since our last report to you.

MARKET REVIEW
The impressive gains achieved by global stock markets in 1995 persisted through 
the first half of 1996. While the U.S. equity market, responding to reasonable 
earnings reports and liquidity flows, posted the largest increase of the major 
developed countries from December 31, 1995, through June 30 of this 
year-10.08%, the emerging markets offered the richest returns. Emerging-stock 
markets climbed 11.43% on average when translated into U.S. dollars. This 
contrasts with the 7% decline, in U.S. dollar terms, that was reported by the 
developing markets at the end of 1995.

Many markets in Europe continued to deliver double-digit returns in local 
currency terms as investors anticipated a surge in economic growth in response 
to declining short-term interest rates. In Japan, foreign investors and 
positive earnings surprises at many companies supported increases in equity 
prices. After a strong showing during the second half of 1995, Japanese stocks 
moved 7.56%, in local currency terms, during the first six months of 1996. The 
returns in Europe and Japan were not spread evenly across all the stocks in 
their respective markets, however. Share price appreciation has depended more 
on the individual company's prospects than on the overall rise in equity 
markets. 

The strengthening of the U.S. dollar, which began in the first quarter of 1996 
and continued through June, also contributed to the Fund's positive 
performance. Since the beginning of the year, the dollar has risen over 6% 
versus the German mark and Japanese yen. After two years of weakness, the 
dollar is finally gaining momentum.

INVESTMENT RESULTS
The International Fund's total return for the fiscal twelve months ended June 
30, 1996, was 15.83% for Class A shares. That performance surpassed the 13.35% 
increase for the same period registered by its equity benchmark, the unmanaged 
Morgan Stanley Capital International World Index (excluding the U.S.), with 
dividends reinvested and stated in U.S. dollars. The Fund also tracked and 
slightly exceeded the average return achieved by its Lipper peer group for the 
twelve-month period.

INVESTMENT RESULTS*
PERIODS ENDING JUNE 30, 1996
                                  CUMULATIVE TOTAL RETURN
                                  6 MONTHS      12 MONTHS
                                  --------      ---------
ALLIANCE INTERNATIONAL FUND
  Class A                           7.51%         15.83%
  Class B                           7.06%         14.87%
  Class C                           7.05%         14.85%

MSCI WORLD INDEX MINUS THE U.S.     4.70%         13.35%
LIPPER INTERNATIONAL FUND AVG.      8.02%         15.48%


THE FUND'S INVESTMENT RESULTS ARE CUMULATIVE TOTAL RETURNS FOR THE PERIOD AND 
ARE BASED ON THE NET ASSET VALUE OF EACH CLASS OF SHARES AS OF 6/30/96. ALL 
FEES AND EXPENSES RELATED TO THE OPERATION OF THE FUND HAVE BEEN DEDUCTED, BUT 
NO ADJUSTMENT HAS BEEN MADE FOR SALES CHARGES THAT MAY APPLY WHEN SHARES ARE 
PURCHASED OR REDEEMED. RETURNS FOR THE FUND AND ITS COMPARATIVE INDICES INCLUDE 
THE REINVESTMENT OF ANY DISTRIBUTIONS PAID DURING THE PERIOD. 

ALL COMPARATIVE INDICES ARE UNMANAGED AND REFLECT NO FEES OR EXPENSES. THE 
MORGAN STANLEY CAPITAL INTERNATIONAL WORLD INDEX MINUS THE U.S., TRACKS THE 
PERFORMANCE OF STOCK MARKETS IN 21 FOREIGN COUNTRIES. THE LIPPER INTERNTAIONAL 
FUND AVERAGE IS BASED ON THE PERFORMANCE OF 358 MUTUAL FUNDS WITH GENERALLY 
SIMILAR INVESTMENT OBJECTIVES, BUT WHICH MAY HAVE DIFFERENT INVESTMENT POLICIES.

FOR ADDITIONAL PERFORMANCE INFORMATION, SEE PAGE 3.

Stock selection and improved performance within the emerging-stock markets had 
a positive impact on the Fund's investment results. During the first six months 
of 1996, each of the three geographic areas in which the Fund invests-i.e., 
Europe, Japan, and the Pacific region-exceeded their respective regional 
benchmarks.

From a regional perspective, since our December report, the Fund has maintained 
a fairly neutral posture. European equities were slightly underweighted, while 
Pacific 


1



                                                    ALLIANCE INTERNATIONAL FUND
_______________________________________________________________________________

region stocks received more emphasis. During the second quarter of 1996, this 
positioning marginally detracted from the Fund's results since European markets 
moved higher than those in the Pacific region.

In 1996, Europe's performance was driven by conglomerates that are possible 
candidates for restructuring. They included Henkel, Veba, Bayer, and Ciba 
Geigy. In Japan, Honda and Toyota reported impressive earnings, boosting share 
prices. The Fund's consumer-related Japanese stocks, such as Shisheido and Fuji 
Photo, also gained, while investments in pharmaceutical companies continued 
their steady ascent. Underweighting banks and overweighting technology stocks 
further enhanced the overall return. 

The Fund's Pacific holdings, excluding Japan, provided generous returns in 1996 
due to investments in several Hong Kong conglomerates-namely, First Pacific and 
Swire Pacific-and to positions in growth stocks such as Korea Mobile 
Telecommunications and Coca Cola Amatil. 

INVESTMENT OUTLOOK
As 1996 progresses, we believe that European economies will strengthen, aided 
by growing exports to North and South America, by lower interest rates, and, 
most important, by a strong U.S. dollar. The Fund is not positioned 
aggressively for stronger growth since valuations of cyclical stocks are not 
compelling. One area where we do see value opportunities, however, is in the 
United Kingdom. Our forecast is based on lively consumer spending and the 
prospect that the government will stimulate the economy to build support for 
the May 1997 elections. We expect that the stocks of retailers and 
housing-construction companies will be winners in the months ahead.

In Japan, fiscal and monetary policies have triggered a moderate recovery in 
both the economy and corporate profits, but there is little potential for 
further fiscal stimulus heading into the second half of 1996. The strength and 
sustainability of Japan's recent growth are questionable. For that reason, we 
expect to remain underexposed to Japanese cyclicals, such as paper and chemical 
companies, while adding to growth-oriented cyclicals-particularly technology 
stocks. Pharmaceutical stocks also continue to be attractive. 

In other areas of the Pacific, we project growth rates at moderate but healthy 
levels. Slower growth should help financial markets since it will ease 
inflationary pressures and encourage lower interest rates. In fact, we believe 
that growth in the countries of the Pacific will be superior to that of any 
other part of the world. We continue to emphasize the more emerging Asian 
markets over the core markets of Hong Kong, Singapore, Malaysia, Australia, and 
New Zealand. In our opinion, Indonesia offers the best combination of growth 
and value in all of Asia.

PORTFOLIO STRATEGY
The Fund remains slightly overweighted in the Pacific (excluding Japan) and 
marginally underweighted in Europe. Targeted allocations are 40% of assets in 
Japanese stocks, 48% in European issues, and 12% in the stocks of the Pacific 
region. We enter the Fund's new fiscal year without currency hedges and fairly 
neutral regional allocations. Once again, research-driven stock selections 
within each of the geographic areas will drive the Fund's performance in the 
future.

We thank you for your continued interest and investment in Alliance 
International Fund. We look forward to reporting its progress to you in future 
periods.

Sincerely,

John D. Carifa
Chairman and President

A. Rama Krishna
Senior Vice President


2



INVESTMENT OBJECTIVE AND POLICIES                   ALLIANCE INTERNATIONAL FUND
_______________________________________________________________________________

Alliance International Fund is a diversifed investment company that seeks to 
provide investors with a total return on its assets from long-term growth of 
capital and income. The Fund invests principally in marketable securities of 
established non-U.S. companies participating in foreign economies with 
prospects of growth, and foreign government securities. 



INVESTMENT RESULTS
_______________________________________________________________________________

AVERAGE ANNUAL TOTAL RETURN AS OF JUNE 30, 1996

CLASS A SHARES
                             WITHOUT         WITH
                          SALES CHARGE   SALES CHARGE
                          ------------   ------------
 . One Year                    15.83%         10.89%
 . Five Years                   9.91%          8.96%
 . Ten Years                    8.58%          8.11%

CLASS B SHARES
                             WITHOUT         WITH
                          SALES CHARGE   SALES CHARGE
                          ------------   ------------
 . One Year                    14.87%         10.87%
 . Five Years                   8.98%          8.98%
 . Since Inception*             6.37%          6.37%

CLASS C SHARES
 . One Year                    14.85%
 . Since Inception*             9.49%


Average annual total returns reflect investment of dividends and/or capital 
gain 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 purchased prior to July 1, 1996, are not subject to front-end or 
contingent deferred sales charges. Class C shares purchased on or after July 1, 
1996, are subject to a contingent deferred sales charge of 1% on redemptions 
made within the first year after purchase. 

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
6/30/86 TO 6/30/96

LIPPER INTERNATIONAL FUNDS

MSCI WORLD INDEX (MINUS THE U.S.)

ALLIANCE INTERNATIONAL FUND
CLASS A: $21,789

$29,000
$27,000
$25,000
$23,000
$21,000
$19,000
$17,000
$15,000
$13,000
$11,000
$9,000

6/30/86        6/30/96

This chart illustrates the total value of an assumed investment in Alliance 
International Fund Class A shares after deducting the maximum sales charge, and 
with dividends and capital gains reinvested. It is a hypothetical illustration 
for illustrative purposes only. Performance for Class B and Class C shares will 
vary from the results shown due to differences in expenses and fees 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 Index (minus the United States) 
is an unmanaged, market-capitalization-weighted index that measures the 
performance of stock markets in 21 countries outside the United States.
The Lipper International Funds Average reflects performance of 358 mutual 
funds, only 24 of which have existed for the full ten-year period. These funds 
have generally similar investment objectives to Alliance International Fund, 
although the investment policies of some funds included in the average may vary.

When comparing Alliance International Fund to the index and 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. 


Alliance International Fund
Lipper International Funds Average
MSCI World Index (minus the U.S.)


4



TEN LARGEST HOLDINGS
JUNE 30, 1996                                       ALLIANCE INTERNATIONAL FUND
_______________________________________________________________________________

                                                                     PERCENT OF
COMPANY                                                U.S. $VALUE   NET ASSETS
- -------------------------------------------------------------------------------
DDI Corp.-Provider of long distance telephone and 
  mobile communication services                         $ 6,062,631      2.1%
Rohm Co.-Largest specialist maker of custom 
  linear integrated circuits                              5,094,165      1.7
Seven-Eleven Japan Co., Ltd.-Largest CVS operator         4,982,135      1.7
Toyota Motor Corp.-One of world's big three auto makers   4,056,106      1.4
Ciba-Geigy A.G.-Producer of pharmaceuticals, 
  chemicals, and biological products                      3,928,400      1.3
Mitsui Trust & Banking Co., Ltd.-Third largest
  Japanese trust bank                                     3,637,593      1.2
TDK Corp.-Largest manufacturer of magnetic tapes, 
  floppy discs & electronic parts                         3,406,406      1.2
Nestle, S.A.-A holding company with subsidiaries that
  produce various prepared foods and dairy products,
  as well as pharmaceuticals and cosmetics                2,812,272      1.0
Matsushita Electric Industrial Co., Ltd.-Largest 
  consumer electronics manufacturer                       2,796,180      0.9
B.A.T. Industries Plc.-A holding company that 
  manufacturers tobacco products, as well as 
  financial and insurance services                        2,786,327      0.9
                                                        $39,562,215     13.4%


5



DISTRIBUTION OF PORTFOLIO BY COUNTRY
JUNE 30, 1996                                       ALLIANCE INTERNATIONAL FUND
_______________________________________________________________________________

PERCENT OF PORTFOLIO *
- -------------------------------------------------------
Japan                                    39.4%
United Kingdom                           14.8
France                                    9.1
Germany                                   6.0
Switzerland                               4.1
Netherlands                               3.4
Hong Kong                                 2.8
Italy                                     2.2
Spain                                     2.1
Sweden                                    2.1
Malaysia                                  1.8
Australia                                 1.7
Singapore                                 1.5
South Korea                               1.3
Finland                                   1.1
Indonesia                                 1.1
Denmark                                   1.0
New Zealand                               0.9
Norway                                    0.9
India                                     0.7
Ireland                                   0.5
Thailand                                  0.4
Belgium                                   0.3
Philippines                               0.3
Brazil                                    0.2
People's Republic of China                0.2
Austria                                   0.1
Canada                                    0.0
                                        100.0%


Excludes short-term obligations.


6



INDUSTRY DIVERSIFICATION
JUNE 30, 1996                                       ALLIANCE INTERNATIONAL FUND
_______________________________________________________________________________

                                            U.S. $VALUE   PERCENT OF NET ASSETS
- -------------------------------------------------------------------------------
Banking                                    $ 29,980,418             10.1%
Basic Industries                             29,097,018              9.8
Capital Goods                                17,648,707              6.0
Consumer Manufacturing                       34,316,477             11.6
Consumer Services                            26,071,524              8.8
Consumer Staples                             32,377,384             11.0
Energy                                        8,947,000              3.0
Finance                                      12,922,405              4.4
Healthcare                                   12,171,904              4.1
Insurance                                    10,473,680              3.5
Multi Industry                                1,730,449              0.6
Technology                                   16,508,230              5.6
Transportation                               11,852,010              4.0
Utilities                                    36,371,641             12.3
Other                                           648,018              0.2
Total Investments*                          281,116,865             95.0
Cash and receivables, net of liabilities     14,579,399              5.0
Net Assets                                 $295,696,264            100.0%


Excludes short-term obligations.


7


PORTFOLIO OF INVESTMENTS
JUNE 30, 1996                                       ALLIANCE INTERNATIONAL FUND
_______________________________________________________________________________

COMPANY                                          SHARES      U.S. $VALUE
- -------------------------------------------------------------------------
COMMON STOCKS AND OTHER INVESTMENTS94.5%
AUSTRALIA1.7%
Coca-Cola Amatil, Ltd.                          127,358       $1,414,371
Mayne Nickless, Ltd.                             76,000          443,810
Qantas Airways, Ltd.                            127,195          214,933
TNT, Ltd.*                                      272,000          305,703
WMC, Ltd.                                       123,252          881,516
Woolworths, Ltd.                                688,917        1,662,265
                                                             ------------
                                                               4,922,598

AUSTRIA0.1%
Austria Mikro Systeme International AG            1,110          103,718
Mayr-Melnhof Karton AG*                           5,940          255,869
                                                             ------------
                                                                 359,587

BELGIUM0.3%
Kredietbank NV                                    2,900          870,087

BRAZIL0.2%
Dixie Toga, S.A.                                200,028          193,225
Industrias Klabin de Papel e Celulose, S.A.     207,500          262,436
Siderurgica Riograndense, S.A.                1,022,370           15,170
                                                             ------------
                                                                 470,831

CANADA0.0%
Imasco, Ltd.                                          4               82

DENMARK1.0%
Den Danske Bank                                  26,000        1,743,897
Tele Danmark AS Cl. B.                           24,590        1,238,042
                                                             ------------
                                                               2,981,939

FINLAND1.0%
Merita, Ltd. Cl. A.                             372,610          788,225
Nokia Corp.                                      21,000          775,149
Orion-Yhtymae OY Series B                        36,253        1,211,391
                                                             ------------
                                                               2,774,765

FRANCE8.7%
Assurance Generale de France (a)                 54,000        1,463,304
Banque Nationale de Paris (a)                    53,076        1,864,379
Bouygues (a)                                     15,500        1,729,504
CEP Communications                                4,009          339,003
Compagnie Generale des Eaux (a)                  12,900        1,441,901
Gruope Danone (a)                                13,800        2,089,751
  Temporary Non Tradable Certificates               246           36,487
GTM Entrepose, S.A. (a)                          11,219          728,414
Klepierre                                         2,400          293,920
Lafarge, S.A.                                    20,800        1,259,503
  Temporary Non Tradable Certificates               607           35,576
Legris Industries, S.A. (a)                      25,000        1,146,912
Pechiney, S.A. Cl. A                             18,900          763,826
PSA Peugeot Citroen                              13,500        1,808,135
Salomon, S.A.                                     1,460        1,335,336
Simco, S.A.                                       6,084          561,773
  new shares                                        286           23,906
Societe de Immeubles de France*                  10,267          662,612
  Temporary Non Tradable Certificates               127            8,073
Societe Francaise d'Investissemeants 
  Immobiliers et de Gestion                       9,700          656,189
Societe National Elf Aquitaine, S.A.             18,200        1,339,461
Societe Television Francaise                      8,400          960,140
Total, S.A. (ADR)                                37,457        1,390,591
  Cl. B                                          15,500        1,150,391


8



                                                    ALLIANCE INTERNATIONAL FUND
_______________________________________________________________________________

COMPANY                                          SHARES      U.S. $VALUE
- -------------------------------------------------------------------------
Union du Credit-Bail Immobilier                  12,410      $ 1,239,975
Union Immobiliere de France                       7,090          580,238
Usinor Sacilor                                   57,000          822,715
                                                             ------------
                                                              25,732,015

GERMANY5.7%
Bayer A.G. (a)                                   76,000        2,686,351
Deutsche Bank A.G. (a)                           34,600        1,638,247
Deutsche Lufthansa A.G.                           8,980        1,269,654
Henkel KGaA-Vorzug, pfd.                          4,600        1,987,440
Hornbach Holding A.G., pfd.                      14,250        1,227,600
Klein, Schanz & Beck A.G.*                        2,710          463,354
  Vorzug (a)                                      6,180          796,554
Schmalbach-Lubeca A.G. (a)*                       7,180        1,411,778
Suedzucker A.G. (a)                               3,171        1,576,481
Varta A.G.*                                       5,080        1,090,731
Veba A.G. (a)                                    50,000        2,659,060
                                                             ------------
                                                              16,807,250

HONG KONG2.7%
Asia Satellite Telecommunications 
  Holdings, Ltd.*                                33,000           97,839
Citic Pacific, Ltd.                             174,000          703,575
Consolidated Electric Power                     645,000        1,062,397
Dao Heng Bank Group, Ltd.                       284,000        1,097,000
First Pacific Co., Ltd.                         592,198          914,222
Hong Kong & China Gas Co., Ltd.                 234,960          374,868
  warrants expiring 9/30/97*                     19,580            5,122
Hysan Development Co., Ltd.                     114,000          347,563
  warrants expiring 4/30/98*                      5,700            3,019
New World Development Co., Ltd.                  80,267          372,262
Sun Hung Kai Properties, Ltd.                    63,000          636,857
Swire Pacific, Ltd. Cl. A                        85,000          727,481
Television Broadcasting, Ltd.                   209,000          784,349
Wharf Holdings, Ltd.                            188,000          672,751
                                                             ------------
                                                               7,799,305

INDIA0.6%
Bajaj Auto, Ltd. (GDR) (c)*                      34,000        1,292,000
Guangshen Railway Co., Ltd. ADR*                 25,000          478,125
                                                             ------------
                                                               1,770,125

INDONESIA1.0%
PT HM Sampoerna                                 156,000        1,776,155
PT Indosat                                      284,000          954,801
PT Telekomunikasi Indonesia (ADR)                13,000          386,750
                                                             ------------
                                                               3,117,706

IRELAND0.5%
Irish Life Plc.                                 343,870        1,367,985

ITALY2.1%
Ente Nazionale Idrocarburi S.p.A.               270,000        1,347,643
Instituto Nazionale Delle Azzicuraioni          959,000        1,430,666
La Rinascente S.p.A.                            214,000        1,533,387
Magneti Marelli S.p.A.                          151,100          215,551
Telecom Italia S.p.A.                           808,000        1,738,202
                                                             ------------
                                                               6,265,449

JAPAN36.9%
Amano Corp.                                     100,000        1,489,469
Asahi Glass Co., Ltd.                           186,000        2,226,527
Bank of Tokyo-Mitsubishi                          5,000          116,051
Canon, Inc.                                      97,000        2,020,926
Chiba Bank, Ltd.                                 59,000          520,802


9



PORTFOLIO OF INVESTMENTS (CONTINUED)                ALLIANCE INTERNATIONAL FUND
_______________________________________________________________________________

COMPANY                                          SHARES      U.S. $VALUE
- -------------------------------------------------------------------------
Dai Nippon Printing Co., Ltd.                    71,000      $ 1,375,428
Daifuku Co., Ltd.                                77,000        1,182,072
Daito Trust Construction Co., Ltd.              120,800        1,810,317
Daiwa House Industry Co., Ltd.                   28,000          434,961
Daiwa Securities Co., Ltd.                       51,000          657,102
DDI Corp. (a)                                       694        6,062,631
East Japan Railway Co.                              342        1,796,957
Eisai Co., Ltd. (a)                              63,000        1,191,666
Fuji Photo Film                                  21,000          663,956
Furakawa Co., Ltd.                              121,000          635,765
Hirose Electric Co. (a)                          37,000        2,288,939
Hokkaido Takushoku Bank, Ltd.                     8,000           24,270
Honda Motor Co.                                  26,000          674,738
House Foods Industry                             34,000          646,228
Hoya Corp. (a)                                   86,000        2,781,925
Ishikawajima-Harima Heavy Industries            115,000          562,206
Ito-Yokado Co., Ltd.                             17,000        1,026,820
Japan Securities Finance                        120,000        1,940,878
Japan Tobacco Inc.                                  181        1,389,318
Kamigumi Co., Ltd.                               79,000          721,890
Kandenko Co., Ltd.                               72,000          914,515
Kao Corp.                                       134,000        1,812,217
Kirin Brewery Co., Ltd.                          68,000          832,640
Kokuyo                                           22,000          609,129
Kuraray Co., Ltd.                               141,000        1,584,776
Long-Term Credit Bank of Japan                    4,000           31,032
Mabuchi Motor Co.                                11,000          701,604
Maeda Road Construction Corp.                    24,000          414,493
Matsushita Electric Industrial Co., Ltd. (a)    150,000        2,796,180
Matsushita Electric Works                       100,000        1,087,403
Mitsubishi Heavy Industries, Ltd.               144,000        1,254,005
Mitsubishi Materials Corp.                       84,000          457,477
Mitsubishi Oil Co.                              131,000        1,119,249
Mitsui Marine & Fire Insurance Co.              146,000        1,162,023
Mitsui Trust & Banking Co., Ltd. (a)            311,000        3,637,593
NNational House Industrial Co.                   69,000        1,078,174
NGK Insulators                                   51,000          573,217
Nikko Securities Co., Ltd.                      106,000        1,191,392
Nippon Chemical Industrial                        7,000           73,560
Nippon Express Co., Ltd.                        112,000        1,095,079
Nippon Light Metal Co.                          107,000          608,160
Nippon Paper Industries Co.                       6,000           37,557
Nippon Steel Co.                                307,000        1,054,800
Nisshin Steel Co., Ltd.                         572,000        2,221,410
NKK Corp.*                                      344,000        1,043,615
Nomura Securities Co., Ltd.                     106,000        2,072,829
NTT Data Communications Systems                      50        1,498,606
Osaka Gas Co.                                   241,000          883,090
Rohm Co. (a)                                     77,000        5,094,165
Sankyo Co., Ltd.                                 24,000          622,835
Santen Pharmaceutical                            25,000          582,538
Seven-Eleven Japan Co., Ltd. (a)                 78,000        4,982,135
Shimano, Inc.                                    56,000        1,008,087
Shimizu Corp.                                    97,000        1,072,509
Shiseido Co., Ltd.                              104,000        1,330,470
Sony Music Entertainment                         22,000        1,025,266
Sumitomo Electric Industries                     74,000        1,061,635
Sumitomo Marine & Fire Insurance Co.            124,000        1,082,104


10



                                                    ALLIANCE INTERNATIONAL FUND
_______________________________________________________________________________

COMPANY                                          SHARES      U.S. $VALUE
- -------------------------------------------------------------------------
Sumitomo Realty and Development Co., Ltd.       143,000     $  1,132,919
Sumitomo Rubber Industries                       59,000          511,637
Taisho Pharmaceutical Co.                        48,000        1,039,521
Takeda Chemical Industries                       37,000          655,914
TDK Corp.                                        57,000        3,406,406
Toagosei Co., Ltd.                               53,000          279,444
Tokai Bank                                      122,000        1,583,040
Tokyo Electric Power Co.                         62,400        1,585,160
Tokyo Gas Co., Ltd.                             533,000        1,948,188
Tokyo Steel Mfg. Co.                            123,000        2,416,503
Tostem Corp.                                      4,000          118,061
Toyo Kanetsu                                     68,000          346,726
Toyota Motor Corp. (a)                          162,000        4,056,106
UBE Industries, Ltd.                             75,000          285,786
Ushio, Inc.                                      94,000        1,151,003
Yakult Honsha Co.                                69,000          977,292
Yamanouchi Pharmaceutical Co., Ltd.              84,000        1,826,838
Yamatake Honeywell                               60,000        1,091,059
Yamazaki Baking Co., Ltd.                        40,000          741,993
                                                             ------------
                                                             109,103,007

MALAYSIA1.8%
AMMB Holdings Berhad                             78,000        1,094,408
DCB Holdings Berhad
  warrants expiring 12/28/99*                    82,250          108,150
Malakoff Berhad                                 202,000          882,662
Malayan Banking Berhad                           73,000          702,345
Petronas Gas Berhad                             173,000          742,073
Rashid Hussain Berhad                           110,000          403,488
Resorts World Berhad                            221,000        1,266,907
                                                             ------------
                                                               5,200,033

NETHERLANDS3.0%
Akzo Nobel N.V.                                  19,900        2,386,314
Apothekers Cooperative Opg                        8,620          230,996
Fortis Amev N.V.                                 76,900        2,205,039
International Nederlander Groep N.V.             77,300        2,307,164
Koninklijke KNP BT N.V.                          38,000          911,356
Koninklijke Nedlloyd Groep N.V.                  34,800          801,960
                                                             ------------
                                                               8,842,829

NEW ZEALAND0.9%
Fletcher Challenge, Ltd. Forestry Division      232,000          288,548
Lion Nathan, Ltd.                               324,000          848,245
Telecom Corp of New Zealand, Ltd.               331,000        1,391,974
                                                             ------------
                                                               2,528,767

NORWAY0.9%
Bergesen D.Y. AS Cl. A                           71,400        1,484,934
Christiana Bank OG Kreditkasse                  546,000        1,286,943
                                                             ------------
                                                               2,771,877

PEOPLES REPUBLIC OF CHINA0.2%
Advanced Semiconductor Engineering (GDR) (c)*    81,640          704,145

PHILIPPINES0.4%
Manila Electric Co. Cl. B                        94,000          986,641
Philippine Commercial International Bank         10,070          125,875
                                                             ------------
                                                               1,112,516

SINGAPORE1.4%
Overseas Union Bank                             200,000        1,374,911
Overseas-Chinese Banking Corp., Ltd.            121,000        1,414,954
Singapore Airlines, Ltd.                         34,000          359,036
Singapore Press Holdings., Ltd.                  56,000        1,099,362
                                                             ------------
                                                               4,248,263


11



PORTFOLIO OF INVESTMENTS (CONTINUED)                ALLIANCE INTERNATIONAL FUND
_______________________________________________________________________________

COMPANY                                          SHARES      U.S. $VALUE
- -------------------------------------------------------------------------
SOUTH KOREA1.2%
Hyundai Motor (GDR)                               3,000      $    37,890
Korea Electric Power Corp.                       15,290          527,761
  (ADR)                                           6,400          155,200
Korea Mobile Telecom Corp. (ADR)                134,100        2,269,643
Pohang Iron & Steel Co. (ADR)                    26,000          633,750
                                                             ------------
                                                               3,624,244

SPAIN1.8%
Banco Intercontinental Espanol                   13,885        1,554,645
Repsol, S.A.                                     31,100        1,082,548
Sol Melia, S.A.*                                 15,700          331,209
Tabacalera, S.A. Series A                        31,600        1,592,524
Unidad Editorial, S.A. (b)*                     297,500          371,917
Uralita, S.A.                                    56,660          531,248
                                                             ------------
                                                               5,464,091

SWEDEN2.0%
Astra AB Series A                                45,600        2,017,507
Electrolux AB Series B                           23,700        1,193,512
Marieberg Tidnings Series A                      55,050        1,379,901
Stora Kopparbergs Bergslags 
Aktiebolag Series B                             100,600        1,329,195
                                                             ------------
                                                               5,920,115

SWITZERLAND3.9%
Baloise Holdings, Ltd.                              810        1,762,560
Ciba-Geigy A.G.                                   3,220        3,928,400
Forbo Holdings A.G.                               3,650        1,547,600
Nestle, S.A.                                      2,460        2,812,272
Sandoz A.G.                                       1,310        1,499,688
                                                             ------------
                                                              11,550,520

THAILAND0.3%
Bangkok Bank Co., Ltd.                           38,000          514,889
The Thai Farmers Bank, Ltd.                      45,000          492,752
                                                             ------------
                                                               1,007,641

UNITED KINGDOM14.0%
Allied Radio Plc.*                              642,000           29,920
Anglian Water Plc.                              188,000        1,730,444
B.A.T. Industries Plc.                          358,000        2,786,327
Babcock International Group                     202,500          286,272
Baird (William) Plc.                            109,255          336,061
British Land Co. Plc. (ord)                     206,000        1,352,089
British Land Co. Plc. (c)                        30,166          197,996
British Telecommunications Plc.                 252,000        1,354,528
British Vita Plc.                               291,500          964,560
BTR Plc.                                        528,649        2,077,778
Cadbury Schwepps Plc.                           174,000        1,375,873
Coats Viyella Plc.                              205,300          546,971
Courtaulds Textiles Plc.                         97,300          542,648
Enterprise Oil Plc.                             212,300        1,517,117
General Electric Co. Plc.                       283,000        1,523,354
Glaxo Wellcome Plc.                              96,000        1,293,009
Grand Metropolitan Plc.                         321,000        2,129,336
Hazlewood Foods Plc.                            457,600          696,664
Hepworth Plc.                                   401,587        1,799,852
Holliday Chemical Holdings Plc.                 260,550          501,908
Marley Plc.                                     442,000          885,775
McBride Plc.                                    238,000          476,956
Mowlen (John) & Co. Plc.                        579,000          809,529
National Power Plc.                             147,800        1,193,958
Northern Foods Plc.                             274,700          789,481
Pace Micro Technology Plc.*                     232,300          678,451
Royal Bank of Scotland Group Plc.               178,300        1,365,556
Rugby Group Plc.                                915,000        1,563,598
Sainsbury (J) Plc.                              304,632        1,793,602
Sears Plc.                                      817,000        1,256,517
Tate & Lyle Plc.                                287,264        2,041,661
The Peninsular & Oriental 
  Steam Navigation Co.                          195,000        1,466,193
Vodafone Group Plc.                             564,000        2,098,437
Wimpey (George) Plc.                            889,000        2,050,876
                                                             ------------
                                                              41,513,297


12



                                                    ALLIANCE INTERNATIONAL FUND
_______________________________________________________________________________

a                                             SHARES OR
a                                             PRINCIPAL
a                                               AMOUNT
COMPANY                                          (000)       U.S. $VALUE
- -------------------------------------------------------------------------
OTHER0.2%
Asesores Bursatiles Capital Fund N.V. (b)*           25     $    648,018
Total Common Stocks And Other Investments
  (cost $256,016,357)                                        279,479,087

CONVERTIBLE BONDS0.6%
JAPAN0.6%
Sumitomo Bank International
  .75%, 5/31/01                                $166,000        1,637,778

Total Convertible Bonds
  (cost $1,520,604)                                            1,637,778

TIME DEPOSIT4.6%
WestDeutsche Landesbank
  5.50%, 7/01/96
  (cost $13,500,000)                             13,500       13,500,000

TOTAL INVESTMENTS99.8%
  (cost $271,036,962)                                        294,616,865
Other assets less liabilities0.4%                              1,079,399

NET ASSETS100%                                              $295,696,264


*    Non-income producing security.

(a)  Securites or portion thereof, with an aggregate market value of 
$54,123,976 have been segregated to collateralize forward exchange currency 
contracts.

(b)  Illiquid security, valued at fair value (see Notes A & F).

(c)  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, 1996, 
these securities amounted to $2,194,141 or .74% of net assets.

Glossary of Terms:
ADR - American Depository Receipt
GDR - Global Depository Receipt
GDS - Global Depository Security

See notes to financial statements.


13



STATEMENT OF ASSETS AND LIABILITIES
JUNE 30, 1996                                       ALLIANCE INTERNATIONAL FUND
_______________________________________________________________________________

ASSETS
  Investments in securities, at value (cost $271,036,962)          $294,616,865
  Cash, at value (cost $3,592,729)                                    3,594,732
  Receivable for investment securities sold                           1,751,930
  Receivable for shares of beneficial interest sold                   1,264,751
  Dividends and interest receivable                                   1,062,369
  Foreign taxes receivable and other assets                             465,636
  Total assets                                                      302,756,283

LIABILITIES
  Payable for investment securities purchased                         4,543,610
  Payable for shares of beneficial interest redeemed                  1,056,571
  Advisory fee payable                                                  737,956
  Unrealized depreciation of forward exchange currency contracts        286,459
  Distribution fee payable                                              108,690
  Accrued expenses                                                      326,733
  Total liabilities                                                   7,060,019

NET ASSETS                                                         $295,696,264

COMPOSITION OF NET ASSETS
  Shares of beneficial interest, at par                            $    164,130
  Additional paid-in capital                                        255,489,757
  Undistributed net investment income                                   178,791
  Accumulated net realized gain on investments and foreign 
    currency transactions                                            16,574,157
  Net unrealized appreciation of investments and foreign 
    currency denominated assets and liabilities                      23,289,429
                                                                   $295,696,264

CALCULATION OF MAXIMUM OFFERING PRICE
  CLASS A SHARES
  Net asset value and redemption price per share ($196,261,123/
    10,714,609 shares of beneficial interest issued and outstanding)     $18.32
  Sales Charge-4.25% of public offering price                               .81
  Maximum offering price                                                 $19.13

  CLASS B SHARES
  Net asset value and offering price per share ($72,470,324/
    4,154,179 shares of beneficial interest issued and outstanding)      $17.45

  CLASS C SHARES
  Net asset value, redemption and offering price per share($26,964,817
    /1,544,224 shares of beneficial interest issued and outstanding)     $17.46


See notes to financial statements.


14



STATEMENT OF OPERATIONS
YEAR ENDED JUNE 30, 1996                            ALLIANCE INTERNATIONAL FUND
_______________________________________________________________________________

INVESTMENT INCOME
  Dividends(net of foreign taxes withheld of $626,462)  $4,619,090 
  Interest                                                 612,098   $5,231,188

EXPENSES
  Advisory fee                                           2,627,200 
  Distribution fee - Class A                               317,905 
  Distribution fee - Class B                               577,856 
  Distribution fee - Class C                               216,988 
  Custodian                                                511,393 
  Transfer agency                                          430,107 
  Administrative                                           139,801 
  Printing                                                  66,850 
  Audit and legal                                           52,409 
  Registration                                              45,765 
  Trustees' fees                                            30,248 
  Miscellaneous                                             35,875 
  Total expenses                                                      5,052,397
  Net investment income                                                 178,791
    
REALIZED AND UNREALIZED GAIN ON INVESTMENTS AND 
FOREIGN CURRENCY TRANSACTIONS
  Net realized gain on investment transactions                       19,587,865
  Net realized gain on foreign currency transactions                  2,161,284
  Net change in unrealized appreciation (depreciation) of:
    Investments                                                      14,701,212
    Foreign currency denominated assets and liabilities                 485,113
  Net gain on investments and foreign currency transactions          36,935,474
    
NET INCREASE IN NET ASSETS FROM OPERATIONS                          $37,114,265
    
    
See notes to financial statements.


15



STATEMENT OF CHANGES IN NET ASSETS                  ALLIANCE INTERNATIONAL FUND
_______________________________________________________________________________

                                                     YEAR ENDED     YEAR ENDED
                                                       JUNE 30,       JUNE 30,
                                                        1996           1995
                                                    ------------  -------------
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS
  Net investment income (loss)                      $   178,791         (8,715)
  Net realized gain on investments and foreign 
    currency transactions                            21,749,149     19,693,549
  Net change in unrealized appreciation 
    (depreciation) of investments and foreign 
    currency denominated assets and liabilities      15,186,325    (20,658,406)
  Net increase (decrease) in net assets from 
    operations                                       37,114,265       (973,572)

DISTRIBUTIONS TO SHAREHOLDERS FROM:
  Net realized gain on investments and foreign 
    currency transactions
    Class A                                         (10,091,198)   (15,878,472)
    Class B                                          (3,210,459)    (4,457,892)
    Class C                                          (1,293,154)    (2,832,662)

CAPITAL STOCK TRANSACTIONS
  Net increase                                       39,204,333     12,753,910
  Total increase (decrease)                          61,723,787    (11,388,688)

NET ASSETS
  Beginning of year                                 233,972,477    245,361,165
  End of year                                      $295,696,264   $233,972,477
    
    
See notes to financial statements.


16



NOTES TO FINANCIAL STATEMENTS
JUNE 30, 1996                                       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 
currently sold without an initial or contingent deferred sales charge. Class C 
shares purchased on or after July 1, 1996 are subject to a contingent deferred 
sales charge of 1% on redemptions made within the first year after purchase. 
All three classes of shares have identical voting, dividend, liquidation and 
other rights, and the same terms and conditions, 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, operation 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 gains represent foreign exchange gains and losses 
from sales and maturities of debt securities, holding of foreign currency 
contracts, 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 year 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 and are determined in accordance with income tax regulations. 

6. RECLASSIFICATION OF NET ASSETS
As of June 30, 1996 the Fund reclassified certain components of net assets. The 
reclassifications resulted in net increase to undistributed net investment 
income of 


17



NOTES TO FINANCIAL STATEMENTS (CONTINUED)           ALLIANCE INTERNATIONAL FUND
_______________________________________________________________________________

$1,111,732, and net decrease to accumulated capital gains and additionally paid 
in capital of $300,884 and $810,848 respectively. These reclassifications were 
the result of permanent book and tax differences, primarily resulting from 
foreign currency gains. Net assets were not affected by the change.

NOTE B: ADVISORY FEE AND OTHER TRANSACTIONS WITH AFFILIATES
Under an investment advisory agreement, the Fund pays 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 Adviser 
believes that the most restrictive expense ratio limitation currently imposed 
by any state is 2.5% of the first $30 million of its 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, 
1996, no such reimbursement was required. Pursuant to the advisory agreement, 
the Fund paid $139,801 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, 1996.

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 $318,980 for the year ended June 30, 1996.

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 $11,734 from the sale of Class A shares and $105,187 
in contingent deferred sales charges from the redemptions of Class B shares for 
the year ended June 30, 1996. Brokerage commissions paid on securities 
transactions for the year ended June 30, 1996, amounted to $887,354, 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 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 $2,164,342 and $588,872, for Class B and Class 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 and U.S. 
Government securities) aggregated $212,052,465 and $191,223,893, respectively, 
for the year ended June 30, 1996. There were no purchases or sales of U.S. 
government or government agency obligations for the year ended June 30, 1996.


18



                                                    ALLIANCE INTERNATIONAL FUND
_______________________________________________________________________________

The Fund enters into forward foreign exchange currency contracts in order to 
hedge its exposure to changes in for-eign currency exchange rates on its 
foreign portfolio holdings and to hedge certain firm purchase and sale 
commitments denominated in foreign currencies. A forward foreign 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 contract and the closing of such contract is 
included in net realized gain or loss on foreign currency transactions. 
Fluctuations in the value of open forward foreign exchange currency contracts 
are recorded for financial reporting purposes as unrealized gains or losses.
The Fund's custodian will place and maintain cash not available for investment 
or liquid, high quality debt having a value equal to the aggregate amount of 
the Fund's commitments under forward exchange currency contracts entered into 
with respect to position hedges.

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. At June 30, 1996, the Fund had 
outstanding forward foreign exchange currency contracts as follows:

                          CONTRACT     VALUE ON       U.S. $       UNREALIZED
                           AMOUNT    ORIGINATION     CURRENT      APPRECIATION
                            (000)        DATE         VALUE      (DEPRECIATION)
                         ---------   -----------   -----------   --------------
FOREIGN CURRENCY SALES
Deutsche Marks, 
  expiring 7/31/96          10,200   $ 6,723,797   $ 6,719,256      $   4,541
French Francs, 
  expiring 8/30/96          35,600     6,833,014     6,939,777       (106,763)
Japanese Yen, 
  expiring 7/31/96       1,791,000    16,983,870    16,434,601        549,269

FOREIGN CURRENCY BUYS
Deutsche Marks, 
  expiring 7/31/96           5,100     3,368,004      3,359,684        (8,320)
French Francs, 
  expiring 8/30/96          17,800     3,467,960      3,469,921         1,961
Japanese Yen, 
  expiring 7/31/96       1,791,000    17,161,748     16,434,601      (727,147)
                                                                    ----------
                                                                    $(286,459)
   
At June 30, 1996, the cost of investments for federal income tax purposes was 
$271,984,159. Accordingly, gross unrealized appreciation of investments was 
$29,518,606 and gross unrealized depreciation of investments was $6,885,900, 
resulting in net unrealized appreciation of $22,632,706, excluding foreign 
currency.


19



NOTES TO FINANCIAL STATEMENTS (CONTINUED)           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. 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,
                          1996           1995          1996           1995
                      ------------  ------------  -------------  --------------
CLASS A
Shares sold             3,791,114     2,705,822    $66,200,675    $ 47,501,995
Shares issued in 
  reinvestment of 
  distributions           532,927       926,842      8,899,875      15,032,351
Shares converted from 
  Class B to Class A       29,264            -0-       529,368              -0-
Shares redeemed        (3,488,059)   (4,770,741)   (60,868,130)    (83,532,846)
Net increase(decrease)    865,246    (1,138,077)   $14,761,788    $(20,998,500)
     
CLASS B
Shares sold             2,178,890     2,388,681    $36,316,916    $ 40,924,713
Shares issued in 
  reinvestment of 
  distributions           141,372       246,119      2,259,131       3,861,611
Shares converted from
  Class B to Class A      (30,710)           -0-      (529,368)             -0-
Shares redeemed        (1,161,885)   (1,280,863)   (19,416,822)    (20,826,680)
Net increase            1,127,667     1,353,937    $18,629,857    $ 23,959,644
     
CLASS C
Shares sold             1,333,369     2,500,356    $22,186,419    $ 42,839,538
Shares issued in 
  reinvestment of 
  distributions            49,344       171,490        789,018       2,692,396
Shares redeemed        (1,035,865)   (2,228,318)   (17,162,749)    (35,739,168)
Net increase              346,848       443,528    $ 5,812,688    $  9,792,766
     
     
NOTE F: ILLIQUID SECURITIES
                                                 DATE
SECURITY                                       ACQUIRED     U.S. $COST
- --------                                       --------     ----------
Asesores Bursatiles Capital Fund N.V.          10/29/90     $1,113,819
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, 1996 was $1,019,935 representing 0.3% of net assets.


20



FINANCIAL HIGHLIGHTS                                ALLIANCE INTERNATIONAL FUND
_______________________________________________________________________________

SELECTED DATA FOR A SHARE OF CAPITAL STOCK OUTSTANDING THROUGHOUT EACH YEAR

<TABLE>
<CAPTION>
                                                                       CLASS A
                                            ---------------------------------------------------------------
                                                                  YEAR ENDED JUNE 30,
                                            ---------------------------------------------------------------
                                                1996         1995         1994         1993         1992
                                            -----------  -----------  -----------  -----------  -----------
<S>                                         <C>          <C>          <C>          <C>          <C>
Net asset value, beginning of year            $16.81       $18.38       $16.01       $14.98       $14.00
  
INCOME FROM INVESTMENT OPERATIONS
Net investment income (loss)                     .05(b)       .04         (.09)        (.01)         .01(b)
Net realized and unrealized gain on
  investments and foreign currency 
  transactions                                  2.51          .01         3.02         1.17         1.04
Net increase in net asset value 
  from operations                               2.56          .05         2.93         1.16         1.05

LESS: DIVIDENDS AND DISTRIBUTIONS
Dividends from net investment income              -0-          -0-          -0-        (.04)        (.07)
Distributions from net realized gains
  on investments and foreign currency
  transactions                                 (1.05)       (1.62)        (.56)        (.09)          -0-
Total dividends and distributions              (1.05)       (1.62)        (.56)        (.13)        (.07)
Net asset value, end of year                  $18.32       $16.81       $18.38       $16.01       $14.98
  
TOTAL RETURN
Total investment return(c)                     15.83%         .59%       18.68%        7.86%        7.52%

RATIOS/SUPPLEMENTAL DATA
Net assets, end of year(000's omitted)      $196,261     $165,584     $201,916     $161,048     $179,807
Ratio of expenses to average net assets         1.72%        1.73%        1.90%        1.88%        1.82%
Ratio of net investment income (loss)
  to average net assets                          .31%         .26%        (.50)%       (.14)%        .07%
Portfolio turnover rate                           78%         119%          97%          94%          72%
</TABLE>


See footnote summary on page 23.


21



FINANCIAL HIGHLIGHTS (CONTINUED)                    ALLIANCE INTERNATIONAL FUND
_______________________________________________________________________________

SELECTED DATA FOR A SHARE OF CAPITAL STOCK OUTSTANDING THROUGHOUT EACH YEAR

<TABLE>
<CAPTION>
                                                                       CLASS B
                                           ----------------------------------------------------------------
                                                                 YEAR ENDED JUNE 30,
                                           ----------------------------------------------------------------
                                               1996         1995         1994         1993         1992
                                           ------------  -----------  -----------  -----------  -----------
<S>                                        <C>           <C>          <C>          <C>          <C>
Net asset value, beginning of year           $16.19       $17.90       $15.74       $14.81       $13.93
  
INCOME FROM INVESTMENT OPERATIONS
Net investment loss                            (.07)(b)     (.01)        (.19)(b)     (.12)        (.11)(b)
Net realized and unrealized gain (loss)
  on investment and foreign currency 
  transactions                                 2.38         (.08)        2.91         1.14         1.02
Net increase (decrease) in net asset 
  value from operations                        2.31         (.09)        2.72         1.02          .91

LESS: DIVIDENDS AND DISTRIBUTIONS
Dividends from net investment income             -0-          -0-          -0-          -0-        (.03)
Distributions from net realized gains
  on investments and foreign currency
  transactions                                (1.05)       (1.62)        (.56)        (.09)          -0-
Total dividends and distributions             (1.05)       (1.62)        (.56)        (.09)        (.03)
Net asset value, end of year                 $17.45       $16.19       $17.90       $15.74       $14.81
  
TOTAL RETURN
Total investment return(c)                    14.87%        (.22)%      17.65%        6.98%        6.54%

RATIOS/SUPPLEMENTAL DATA
Net assets, end of year (000's omitted)     $72,470      $48,998      $29,943       $6,363       $5,585
Ratio of expenses to average net assets        2.55%        2.57%        2.78%        2.70%        2.68%
Ratio of net investment loss to average
  net assets                                   (.46)%       (.62)%      (1.15)%       (.96)%       (.70)%
Portfolio turnover rate                          78%         119%          97%          94%          72%
</TABLE>


See footnote summary on page 23.


22



                                                    ALLIANCE INTERNATIONAL FUND
_______________________________________________________________________________

SELECTED DATA FOR A SHARE OF CAPITAL STOCK OUTSTANDING THROUGHOUT EACH PERIOD

<TABLE>
<CAPTION>
                                                                   CLASS C
                                            ----------------------------------------------------
                                                                                   MAY 3,1993(A)
                                                      YEAR ENDED JUNE 30,                TO
                                            --------------------------------------    JUNE 30,
                                                1996          1995         1994         1993
                                            ------------  -----------  -----------  ------------
<S>                                         <C>           <C>          <C>          <C>
Net asset value, beginning of period          $16.20        $17.91       $15.74       $15.93
  
INCOME FROM INVESTMENT OPERATIONS
Net investment loss                             (.07)(b)      (.14)        (.11)          -0-
Net realized and unrealized gain (loss)
  on investments and foreign currency
  transactions                                  2.38           .05         2.84         (.19)
Net increase (decrease) in net asset 
  value from operations                         2.31          (.09)        2.73         (.19)

LESS: DIVIDENDS AND DISTRIBUTIONS
Distributions from net realized gains 
on investments and foreign currency
  transactions                                 (1.05)        (1.62)        (.56)          -0-
Total dividends and distributions              (1.05)        (1.62)        (.56)          -0-
Net asset value, end of period                $17.46        $16.20       $17.91       $15.74
  
TOTAL RETURN
Total investment return(c)                     14.85%         (.22)%      17.72%       (1.19)%

RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (000's omitted)    $26,965       $19,395      $13,503         $229
Ratio of expenses to average net assets         2.53%         2.54%        2.78%        2.57%(d)
Ratio of net investment income (loss)
  to average net assets                         (.47)%        (.88)%      (1.12)%        .08%(d)
Portfolio turnover rate                           78%          119%          97%          94%
</TABLE>


(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, 1996, 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, 1996, 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, 1996, 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.

New York, New York
July 31, 1996



FOREIGN TAX CREDIT (UNAUDITED)
_______________________________________________________________________________

The Fund will elect to give the benefit to its shareholders of foreign taxes 
that have been paid and/or withheld for the year ended June 30, 1996.
Shareholders will receive more detailed information along with their Form 
1099-Div in January 1997.


24



                                                    ALLIANCE INTERNATIONAL FUND
_______________________________________________________________________________

TRUSTEES
JOHN D. CARIFA, CHAIRMAN AND PRESIDENT
DAVID H. DIEVLER (1)
JOHN H. DOBKIN (1)
W.H. HENDERSON (1)
STIG HOST (1)
RICHARD M. LILLY (1)
ALAN STOGA (1)
ROBERT C. WHITE (1)

OFFICERS
A. RAMA KRISHNA, SENIOR VICE PRESIDENT
THOMAS J. BARDONG, VICE PRESIDENT
MARK H. BREEDON, VICE PRESIDENT
NICHOLAS E. CROSSLAND, VICE PRESIDENT
KELLY A. MORGAN, VICE PRESIDENT
DANIEL V. PARKER, VICE PRESIDENT
EDMUND P. BERGAN, JR., SECRETARY
MARK D. GERSTEN, TREASURER & CHIEF FINANCIAL OFFICER
VINCENT S. NOTO, 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


(1)  Member of Audit Committee.


25



THE ALLIANCE FAMILY OF MUTUAL FUNDS
_______________________________________________________________________________

FIXED INCOME
Alliance Bond Fund
    U.S. Government Portfolio
    Corporate Bond Portfolio
Alliance Global Dollar Government Fund
Alliance Global Strategic Income Trust
Alliance Mortgage Securities Income Fund
Alliance Limited Maturity Government Fund
Alliance Multi-Market Strategy Trust
Alliance North American Government Income Trust
Alliance Short-Term Multi-Market Trust
Alliance Short-Term U.S. Government Fund
Alliance World Income Trust

TAX-FREE INCOME
Alliance Municipal Income Fund
    California Portfolio
    Insured California Portfolio
    Insured National Portfolio
    National Portfolio
    New York Portfolio
Alliance Municipal Income Fund II
    Arizona Portfolio
    Florida Portfolio
    Massachusetts Portfolio
    Michigan Portfolio
    Minnesota Portfolio
    New Jersey Portfolio
    Ohio Portfolio
    Pennsylvania Portfolio
    Virginia Portfolio

MONEY MARKET
AFD Exchange Reserves

GROWTH
The Alliance Fund
Alliance Global Small Cap Fund
Alliance Growth Fund
Alliance Premier Growth Fund

GROWTH & INCOME
Alliance Strategic Balanced Fund
Alliance Balanced Shares
Alliance Conservative Investors Fund
Alliance Growth & Income Fund
Alliance Growth Investors Fund
Alliance Income Builder Fund
Alliance Utility Income Fund

AGGRESSIVE GROWTH
Alliance Quasar Fund
Alliance Technology Fund

INTERNATIONAL
Alliance All-Asia Investment Fund
Alliance International Fund
Alliance New Europe Fund
Alliance Worldwide Privatization Fund

CLOSED-END FUNDS
Alliance All-Market Advantage Fund
Alliance Global Environment Fund
ACM Government Income Fund
ACM Government Opportunity Fund
ACM Government Securities Fund
ACM Government Spectrum Fund
ACM Managed Dollar Income Fund
ACM Managed Income Fund
ACM Municipal Securities Income Fund
Alliance World Dollar Government Fund
Alliance World Dollar Government Fund II
The Austria Fund
The Korean Investment Fund
The Spain Fund
The Southern Africa Fund

CASH MANAGEMENT SERVICES
ACM Institutional Reserves
    Government Portfolio
    Prime Portfolio
    Tax-Free Portfolio
    Trust Portfolio
Alliance Capital Reserves
Alliance Government Reserves
Alliance Insured Account
Alliance Money Reserves
Alliance Municipal Trust
    California Portfolio
    Connecticut Portfolio
    Florida Portfolio
    General Portfolio
    New Jersey Portfolio
    New York Portfolio
    Virginia Portfolio
Alliance Treasury Reserves
Alliance Money Market Fund
    Prime Portfolio
    Government Portfolio
    General Municipal Portfolio


26



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

ALLIANCECAPITAL
INVESTING 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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