ALLIANCE INTERNATIONAL FUND INC
N-30D, 1998-03-02
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ALLIANCE INTERNATIONAL FUND

SEMI-ANNUAL REPORT
DECEMBER 31, 1997

ALLIANCE CAPITAL




LETTER TO SHAREHOLDERS                              ALLIANCE INTERNATIONAL FUND
_______________________________________________________________________________

January 30, 1998

Dear Shareholder:

This semi-annual report contains investment results and market activity for 
Alliance International Fund for the period ended December 31, 1997.

MARKET REVIEW
Third quarter equity market volatility spilled over into the fourth quarter as 
global equities once again experienced three consecutive months of staggered 
price performance. Concerns about an upward drift in interest rates abated 
rapidly in the face of the deflationary impulse emanating from the economic 
crisis in Asia. This allowed bonds to rally sharply during the period and 
provided support to equities, which were generally under pressure from an 
increasingly uncertain outlook for corporate earnings.

As the quarter and year drew to a close, the Asian crisis, which has so broadly 
affected the investment equation, appeared to recede slightly on positive news 
from both Korea and Japan. In the case of Korea, faster than expected receipt 
of funds from the International Monetary Fund (IMF) helped stem the slide in 
the won. This helped buy time for the authorities to continue working on a plan 
to restructure the economy. In Japan, government officials made several 
attempts to restore confidence in the financial system and the economy. This 
was accomplished through measures designed to provide funding for the 
capital-strapped financial institutions, to create additional fiscal spending 
and to introduce a tax cut for corporations and individuals. With news turning 
for the better, albeit modestly, investors pushed equity prices higher toward 
year-end, thus allowing many markets in Europe and the U.S. to finish at or 
near the record highs achieved during the summer.

INVESTMENT RESULTS
During the six month period ended December 31, 1997, your Fund, as well as its 
benchmarks, performed poorly. Your Fund's Class A shares posted a -7.49% return 
at net asset value, while the Lipper International Funds Average achieved a 
- -6.45% return and the MSCI World Index (minus the U.S.) had a -7.92% return. 
Your Fund underperformed its Lipper benchmark as a result of its overweight 
exposure to European technology stocks such as Nokia Corp. and 
Telefonaktiebolaget LM Ericsson 

which exhibited poor stock performance. The Fund's overweight position in Hong 
Kong, which saw a significant decline during the period, also hurt performance. 
Stock selection in Japan, which was also hit by the Asian crisis, contributed 
significantly to your Fund's performance during the period.

INVESTMENT RESULTS*
Period Ended December 31, 1997
                                             TOTAL RETURN
                                       6 MONTHS      12 MONTHS
                                      ----------    -----------
ALLIANCE INTERNATIONAL FUND
   Class A                              -7.49%         1.41%
   Class B                              -7.83%         0.57%
   Class C                              -7.88%         0.50%

MSCI WORLD INDEX
   (minus the U.S.)                     -7.92%         2.56%

LIPPER INTERNATIONAL FUNDS AVERAGE      -6.45%         5.44%


* 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 DECEMBER 31, 
1997. 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. TOTAL RETURN FOR ADVISOR CLASS SHARES WILL 
DIFFER DUE TO DIFFERENT EXPENSES CHARGED TO THAT CLASS. RETURNS FOR THE FUND 
AND ITS COMPARATIVE BENCHMARKS INCLUDE THE REINVESTMENT OF ANY DISTRIBUTIONS 
PAID DURING THE PERIOD. PAST PERFORMANCE IS NO GUARANTEE OF FUTURE RESULTS.

   ALL COMPARATIVE BENCHMARKS 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 20 FOREIGN COUNTRIES. THE LIPPER 
INTERNATIONAL FUNDS AVERAGE FOR THE SIX AND 12 MONTH PERIODS ENDED DECEMBER 31, 
1997 REFLECTS THE PERFORMANCE OF 472 AND 421 MUTUAL FUNDS, RESPECTIVELY. THESE 
FUNDS HAVE GENERALLY SIMILAR INVESTMENT OBJECTIVES TO YOUR FUND, ALTHOUGH 
INVESTMENT POLICIES FOR THE VARIOUS FUNDS MAY DIFFER. AN INVESTOR CANNOT INVEST 
DIRECTLY IN THE INDEX OR AVERAGE.

   ADDITIONAL INVESTMENT RESULTS APPEAR ON PAGE 4.


MARKET PERFORMANCE
European equities rose 0.1% and 23.8%, during the fourth quarter and year, 
respectively, in U.S. dollar terms. Measured in local terms, the two best 
performing markets were Switzerland and Italy, both returning over 55% for the 
year. Even Austria, the most poorly performing developed market in Europe, 
appreciated 18.5%.


1



                                                    ALLIANCE INTERNATIONAL FUND
_______________________________________________________________________________

Japan suffered further declines in equity prices during the quarter on the back 
of concerns about the health of the banking system, the bankruptcy of several 
prominent corporations and a backward slide in domestic activity toward near 
recession levels. Overall, equity prices fell 13.6% for the fourth quarter and 
14.5% for the year as measured by the MSCI Japan Index in local currency terms. 
A further strengthening of the U.S. dollar added to these loses for 
dollar-based investors, thus bringing U.S. dollar returns to a decline of 19.8% 
for the fourth quarter and 23.7% for the year as measured by the MSCI Japan 
Index in local currency terms. Market breadth  continued to narrow as only a 
handful of export sensitive and domestically oriented stocks did well. By 
quarter's end, nearly 30% of the stocks listed on the Tokyo Stock Exchange were 
trading at prices below $5.00 per share.

In the Asian emerging markets, a material widening in risk premiums for both 
equity and debt led to significant declines in prices for both asset groups. As 
measured by the MSCI Far East Free ex-Japan Index, equity prices fell in U.S. 
dollar terms by 44.3% for the full year. This decline was composed almost 
equally of declining local prices and depreciating currencies versus the U.S. 
dollar.

EXPORTS DRIVING EUROPEAN GROWTH
On the economic front, the UK economy appeared to slow modestly under the 
weight of high short-term interest rates and a strong currency. Increased 
domestic activity in all Continental markets but Germany appeared evident 
during the quarter. Given the 1% value added tax increase in Germany scheduled 
for this spring, we do not expect a material improvement in domestic 
consumption. Exports, which have been driving economic growth in much of 
Europe, should continue to do so in 1998 even with the Asian crisis providing a 
modestly slower tempo.

We used price weakness in October to add to many of our positions in Europe as 
we still find many opportunities to generate significant returns with these 
stocks. Nokia Corp. is a prime example of a well managed company with great 
growth prospects that investors sold off to unusually low levels in the fourth 
quarter. Like many companies, Nokia Corp. is "exposed" to Asia and may 
experience some decline in sales as a result of the slowdown in Asia. But, in 
our view, this impact will be minor and in no way deserves the price adjustment 
that the markets imposed on Nokia Corp. in October and November. There is a 
long list of companies that fit this characterization. We continue with the 
theme of restructuring and unlocking of shareholder value in many of our core 
holdings. This includes such stocks as Nestle, SA, Ciba Specialty Chemical 
Holding, Akzo Nobel NV and Novartis AG.

MORE OF THE SAME IN JAPAN
The outlook for Japan appears to be lackluster, with poor progress on financial 
restructuring. The authorities seem to be interested only in quelling the 
immediate threats and appear hesitant to clean up the financial system due to 
the lack of consensus. The possibility of a significant new fiscal stimulus 
package exists to bail out the banking system. However, the focus seems to be 
on saving the system rather than cleaning it up and strengthening it for the 
medium term. The trend toward restructuring is already slowing down in both the 
financial and manufacturing companies. Additionally, the lack of rapid capacity 
closure is going to make for slower profit growth in the year ahead.

Earnings momentum is remarkably slow for companies in general with the obvious 
exceptions. The economy continues to be disinflationary. Japanese Government 
bond yields are at all time lows. The stock market has the potential for 
further downside, although it is likely to be volatile as a result of potential 
policy announcements. The Fund's cash levels are relatively high right now due 
to recent sales and price strength in the stocks we would like to buy. Quality 
companies that are well-positioned in growth areas, both domestically and 
abroad, should continue to do well. We expect the companies in the portfolio to 
deliver earnings growth at or above market expectations.

We are still focusing on companies such as Rohm Co., Advantest Corp., Nintendo 
Co. and Sony Corp. We are looking for companies like these which earn a return 
on investment that is significantly in excess of their cost of capital and 
trade at reasonable valuations. As long as the Asian currencies are weak, we 
expect the Japanese currency to continue to remain weak versus the U.S. dollar. 
We are, however, only partly hedged because of the possibility of a stimulus 
package which would boost the yen.


2



                                                    ALLIANCE INTERNATIONAL FUND
_______________________________________________________________________________

SOME STABILITY IN ASIA
The Asian crisis appears to be slowly abating, although the repercussions are 
likely to last for some time. Our response has been to maintain the overweight 
position in Hong Kong that we initiated at the end of October, but to otherwise 
further lighten our exposure to Asia. Although there are some well managed 
companies that look very inexpensive, they are unlikely to escape the credit 
crunch that is slowly developing in the region.

The big question is whether China devalues. China is a much larger exporter 
than many of the Asian countries put together. Even though the renminbi has 
soared over 60% relative to the rest of Asia, anecdotal evidence indicates that 
manufacturing costs in China are still fairly competitive versus the rest of 
Asia. Any decline in the Chinese currency is likely to encounter significant 
opposition from U.S. Treasury officials and the IMF as it would exacerbate 
China's trade surplus and prolong the Asian crisis. We do not foresee a Chinese 
devaluation in the near term, however, it is possible in the medium term.

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

Sincerely,


John D. Carifa
Chairman and President


A. Rama Krishna
Senior Vice President


SHARES OF THE FUND ARE NOT DEPOSITS OR OBLIGATIONS OF, GUARANTEED OR ENDORSED 
BY, ANY BANK; FURTHER, SUCH SHARES ARE NOT FEDERALLY INSURED BY THE FEDERAL 
DEPOSIT INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD, OR ANY OTHER AGENCY. 
SHARES OF THE FUND INVOLVE INVESTMENT RISKS, INCLUDING THE POSSIBLE LOSS OF 
PRINCIPAL.


3



INVESTMENT OBJECTIVE AND POLICIES                   ALLIANCE INTERNATIONAL FUND
_______________________________________________________________________________

Alliance International Fund is a diversified 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 RETURNS AS OF DECEMBER 31, 1997

CLASS A SHARES
                             WITHOUT         WITH
                          SALES CHARGE   SALES CHARGE
                          ------------   ------------
One Year                       1.41%         -2.92%
Five Years                    10.03%          9.07%
Ten Years                      8.32%          7.85%

CLASS B SHARES
                             WITHOUT         WITH
                          SALES CHARGE   SALES CHARGE
                          ------------   ------------
One Year                       0.57%         -3.16%
Five Years                     9.12%          9.12%
Since Inception*               5.01%          5.01%

CLASS C SHARES
                             WITHOUT         WITH
                          SALES CHARGE   SALES CHARGE
                          ------------   ------------
One Year                       0.50%         -0.43%
Since Inception*               6.32%          6.32%


The average annual total returns reflect reinvestment 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); 
and for Class C shares (1% year 1). Returns for Class A shares do not reflect 
the imposition of the 1 year 1% contingent deferred sales charge for accounts 
over $1,000,000. Total return for Advisor Class shares will differ due to 
different expenses associated with that class.

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.


4



TEN LARGEST HOLDINGS
DECEMBER 31, 1997 (UNAUDITED)                       ALLIANCE INTERNATIONAL FUND
_______________________________________________________________________________

                                                                     PERCENT OF
COMPANY                                                 U.S.$ VALUE  NET ASSETS
- -------------------------------------------------------------------------------
Ciba Specialty Chemical Holding--Develops and 
  manufactures and markets chemical products which 
  provide color, performance and care for plastics,
  coatings, fibers, fabrics, and other materials.       $ 9,003,416      3.5%
Nokia Corp.--Develops and manufactures mobile 
  phones, networks, and systems for cellular and 
  fixed networks.                                         8,834,884      3.5
Nestle, SA--A holding company whose subsidiaries 
  produce and sell a variety of food and consumer 
  products.                                               8,428,219      3.3
Novartis AG--Manufactures healthcare products for 
  use in medical fields, as well as nutritional 
  and agricultural products.                              8,158,431      3.2
Sanofi, SA--Researches and manufactures health 
  care products and beauty aids.                          7,274,206      2.8
Akzo Nobel NV--A worldwide operating company, 
  products include chemicals, man-made fibres, 
  paints, enamels and salts, ethical drugs, 
  veterinary products, hospital supplies and 
  diagnostics.                                            7,172,191      2.8
Ladbroke Group Plc.--Diversified company with 
  interests in off-track betting, hotels, and 
  real estate.                                            6,813,235      2.7
Credito Italiano--provides a full range of banking 
  services.                                               5,987,402      2.3
HSBC Holdings Plc.--Provides a variety of banking 
  and financial services worldwide.                       5,447,284      2.1
KLM Royal Dutch Airlines NV--An international airline
  providing both cargo and passenger services.            5,344,243      2.1
                                                        $72,463,511     28.3%


5



INDUSTRY DIVERSIFICATION
DECEMBER 31, 1997 (UNAUDITED)                       ALLIANCE INTERNATIONAL FUND
_______________________________________________________________________________

                                             U.S.$ VALUE  PERCENT OF NET ASSETS
- -------------------------------------------------------------------------------
Aerospace & Defense                         $      8,805           0.0%
Basic Industries                              12,296,212           4.8
Capital Goods                                  3,112,354           1.2
Consumer Manufacturing                        12,970,584           5.1
Consumer Services                             37,007,842          14.4
Consumer Staples                              27,789,227          10.8
Energy                                         9,212,989           3.6
Finance                                       54,292,993          21.2
Healthcare                                    34,953,010          13.6
Multi Industry                                 6,629,810           2.6
Mutual Funds                                     521,088           0.2
Technology                                    30,459,013          11.9
Transportation                                   505,250           0.2
Utilities                                      8,485,154           3.3
Total Investments*                           238,244,331          92.9
Cash and receivables, net of liabilities      18,244,523           7.1
Net Assets                                  $256,488,854         100.0%


*    Excludes short-term obligations.


6



PORTFOLIO OF INVESTMENTS
DECEMBER 31, 1997 (UNAUDITED)                       ALLIANCE INTERNATIONAL FUND
_______________________________________________________________________________

COMPANY                                          SHARES     U.S. $ VALUE
- -------------------------------------------------------------------------
COMMON STOCKS & OTHER INVESTMENTS-92.9%
ARGENTINA-0.8%
Telecom Argentina, SA (ADR)                      58,000      $ 2,073,500

AUSTRALIA-1.3%
Coca-Cola Amatil, Ltd.                          139,083        1,039,362
Normandy Mining, Ltd.                         1,042,173        1,012,062
Qantas Airways, Ltd.                            135,697          240,204
Woolworths, Ltd.                                309,504        1,034,820
                                                             ------------
                                                               3,326,448

BELGIUM-0.3%
Barco NV                                          4,444          814,378

BRAZIL-0.6%
Dixie Toga, SA                                   85,928           43,886
Telebras (ADR)                                   13,000        1,513,688
                                                             ------------
                                                               1,557,574

CHINA-0.2%
Guangshen Railway Co., Ltd. (ADR)                37,600          505,250

DENMARK-1.2%
Sophus Berendsen AS Cl. B                        18,757        3,093,344

FINLAND-5.3%
Enso OY Cl. R                                   150,000        1,164,397
Nokia Corp.                                     124,400        8,834,884
Orion-Yhtymae OY Series B                       137,634        3,538,615
                                                             ------------
                                                              13,537,896

FRANCE-9.8%
Banque Nationale De Paris (a)                    63,573        3,379,082
Elf Aquitaine, SA (a)                            29,384        3,417,596
Sanofi, SA (a)                                   65,343        7,274,206
SGS Thomson Microelectronics (a) (b)             18,320        1,133,871
Societe Generale (a)                             36,422        4,962,373
Total, SA (ADR)                                  38,298        2,125,539
  Cl. B                                          24,778        2,696,617
                                                             ------------
                                                              24,989,284

GERMANY-3.9%
Adidas AG                                        23,920        3,164,514
Merck KG                                         60,480        2,033,930
Prosieben Media AG pfd. (b)                     105,914        4,886,527
                                                             ------------
                                                              10,084,971

HONG KONG-5.9%
Cheung Kong Holdings                            384,000        2,514,905
Citic Pacific, Ltd.                             218,000          869,299
Dickson Concept International, Ltd.             329,000          479,765
HSBC Holdings Plc.                              221,000        5,447,284
Hysan Development Co., Ltd.
  warrants, expiring 4/30/98 (b)                  4,700               33
Sun Hung Kai Properties, Ltd.                   716,000        5,012,647
Television Broadcasting, Ltd.                   265,000          755,775
                                                             ------------
                                                              15,079,708

INDIA-0.4%
Industrial Credit & Investment Corp               4,000           52,000
  (GDR) (c)                                      33,300          432,900
State Bank Of India (GDR) (c)                    14,100          256,620
Videsh Sanchar Nigam (GDR) (c)                   11,600          162,690
                                                             ------------
                                                                 904,210

ITALY-3.7%
Credito Italiano                              1,942,000        5,987,402
Telecom Italia SpA                              560,572        3,580,175
                                                             ------------
                                                               9,567,577


7



PORTFOLIO OF INVESTMENTS (CONTINUED)                ALLIANCE INTERNATIONAL FUND
_______________________________________________________________________________

COMPANY                                          SHARES      U.S.$ VALUE
- -------------------------------------------------------------------------
JAPAN-20.5%
Advantest Corp. (a)                              41,900      $ 2,374,119
Bank of Tokyo-Mitsubishi (a)                    195,000        2,687,596
Bridgestone Corp. (a)                           134,000        2,903,675
Canon, Inc.                                     134,000        3,119,142
Dai Nippon Printing Co., Ltd.                    37,000          694,104
Daito Trust Construction Co., Ltd.              282,200        1,722,155
Fuji Photo Film Co.                              20,000          765,697
Fujitsu, Ltd.                                   248,000        2,658,499
Honda Motor Co. (a)                             113,000        4,144,487
Hoya Co.                                         52,000        1,632,465
Japan Tobacco, Inc.                                 270        1,914,395
Kokuyo                                           40,000          689,127
Nintendo Co. (a)                                 39,800        3,900,766
Rohm Co. (a)                                     34,000        3,462,481
Santen Pharmaceutical                            99,000        1,137,060
Shimano, Inc.                                    52,000          955,590
Shiseido Co., Ltd.                               91,000        1,240,276
Sony Corp. (a)                                   42,000        3,730,475
Sumitomo Electric Industries                    102,000        1,390,199
Sumitomo Realty and Development Co., Ltd.       187,000        1,073,890
Takeda Chemical Industries                       17,000          484,227
TDK Corp. (a)                                    48,000        3,616,539
Tokai Bank (a)                                  631,000        2,937,580
Yamanouchi (a) Pharmaceutical Co., Ltd.         155,000        3,323,124
                                                             ------------
                                                              52,557,668

MEXICO-1.6%
Fomento Ecomo, SA                               304,000        2,429,589
Panamerican Beverages Cl. A                      52,000        1,696,500
                                                             ------------
                                                               4,126,089

NETHERLANDS-6.9%
Akzo Nobel NV                                    41,600        7,172,191
International Nederlander Groep NV              123,200        5,188,666
KLM Royal Dutch Airlines NV                     144,490        5,344,243
                                                             ------------
                                                              17,705,100

PHILIPPINES-0.1%
Manila Electric Co. Cl. B                       110,300          364,943

RUSSIA-0.4%
Lukoil Oil Co. (ADR)                             10,550          973,237

SINGAPORE-0.4%
Singapore Press Holdings., Ltd.                  87,000        1,089,113

SOUTH KOREA-0.4%
S.K. Telecom Co., Ltd. (ADR)                    146,592          952,848

SPAIN-0.1%
Unidad Editorial, SA (d)                        297,500          312,313

SWEDEN-4.0%
ABB AB Series B                                 276,501        3,276,453
Sparbanken Sverige AB Series A                  152,300        3,465,425
Telefonaktiebolaget LM Ericsson                  92,065        3,464,322
                                                             ------------
                                                              10,206,200

SWITZERLAND-12.6%
Ciba Specialty Chemical Holding (b)              75,608        9,003,416
Nestle, SA                                        5,626        8,428,219
Novartis AG                                       5,030        8,158,431
Sairgroup (b)                                     2,012        2,753,901
Zurich Vericher Namen                             8,170        3,891,541
                                                             ------------
                                                              32,235,508

UNITED KINGDOM-12.3%
Bass Plc.                                       176,200        2,740,564
BPB Industries Plc.                             618,000        3,450,906
British Aerospace Plc.                              309            8,805


8



                                                    ALLIANCE INTERNATIONAL FUND
_______________________________________________________________________________

COMPANY                                          SHARES     U.S. $ VALUE
- -------------------------------------------------------------------------
Compass Group Plc.                              388,000     $  4,772,866
Guardian Royal Exchange Plc.                    688,885        3,742,073
Diageo Plc.                                     569,200        5,206,979
Ladbroke Group Plc.                           1,571,389        6,813,235
Tomkins Plc.                                    353,000        1,669,679
United Assurance Group Plc.                     378,201        3,260,977
                                                             ------------
                                                              31,666,084

OTHER-0.2%
Asesores Bursatiles Capital Fund NV (b)(d)           25          521,088
Total Common Stocks & Other Investments 
  (cost $230,927,958)                                        238,244,331


                                              PRINCIPAL
                                                AMOUNT
COMPANY                                          (000)      U.S. $ VALUE
- -------------------------------------------------------------------------
TIME DEPOSIT-3.6%
Bank of Montreal 6.25%, 1/02/98 
  (cost $9,200,000)                              $9,200     $  9,200,000

TOTAL INVESTMENTS-96.5%
  (cost $240,127,958)                                        247,444,331
Other assets less liabilities-3.5%                             9,044,523

NET ASSETS-100%                                             $256,488,854


(a)  Securities or portion thereof, with an aggregate market value of 
$53,247,970 have been segregated to collateralize forward exchange currency 
contracts.

(b)  Non-income producing security.

(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 December 31, 1997, 
these securities amounted to $852,210 or .33% of net assets.

(d)  Restricted and illiquid Securities valued at fair value (See Notes A & F).

     Glossary of Terms:
     ADR - American Depositary Receipt
     GDR - Global Depositary Receipt

See notes to financial statements.


9



STATEMENT OF ASSETS AND LIABILITIES
DECEMBER 31, 1997 (UNAUDITED)                       ALLIANCE INTERNATIONAL FUND
_______________________________________________________________________________

ASSETS
  Investments in securities, at value (cost $240,127,958)         $247,444,331
  Cash, at value (cost $3,082,433)                                   3,070,564
  Receivable for investment securities sold                         10,368,053
  Unrealized appreciation of forward exchange currency contracts     3,381,946
  Receivable for shares of beneficial interest sold                  2,741,084
  Foreign taxes receivable                                             278,265
  Dividends and interest receivable                                    193,749
  Total assets                                                     267,477,992

LIABILITIES
  Payable for investment securities purchased                        9,200,000
  Payable for shares of beneficial interest redeemed                   583,671
  Advisory fee payable                                                 545,039
  Distribution fee payable                                              91,649
  Accrued expenses                                                     568,779
  Total liabilities                                                 10,989,138

NET ASSETS                                                        $256,488,854

COMPOSITION OF NET ASSETS
  Shares of beneficial interest, at par                           $    162,957
  Additional paid-in capital                                       247,192,600
  Distributions in excess of net investment income                  (1,990,398)
  Accumulated net realized gain on investments and foreign 
    currency transactions                                              452,251
  Net unrealized appreciation of investments and foreign 
    currency denominated assets and liabilities                     10,671,444
                                                                  $256,488,854
CALCULATION OF MAXIMUM OFFERING PRICE
  CLASS A SHARES
  Net asset value and redemption price per share ($126,895,431/
    7,895,359 shares of beneficial interest issued and outstanding)     $16.07
  Sales Charge--4.25% of public offering price                             .71
  Maximum offering price                                                $16.78

  CLASS B SHARES
  Net asset value and offering price per share ($69,144,028/
    4,563,529 shares of beneficial interest issued and outstanding)     $15.15

  CLASS C SHARES
  Net asset value and offering price per share ($19,207,127/
    1,267,118 shares of beneficial interest issued and outstanding)     $15.16

  ADVISOR CLASS SHARES
  Net asset value, redemption and offering price per share
    ($41,242,268/2,569,732 shares of beneficial interest issued 
    and outstanding)                                                    $16.05


See notes to financial statements.


10



STATEMENT OF OPERATIONS
SIX MONTHS ENDED DECEMBER 31, 1997 (UNAUDITED)      ALLIANCE INTERNATIONAL FUND
_______________________________________________________________________________

INVESTMENT INCOME
  Dividends (net of foreign taxes withheld 
    of $128,531)                                      $1,212,395 
  Interest                                                68,182  $  1,280,577
    
EXPENSES
  Advisory fee                                         1,214,715 
  Distribution fee - Class A                             119,471 
  Distribution fee - Class B                             375,340 
  Distribution fee - Class C                             111,981 
  Custodian                                              398,391 
  Transfer agency                                        304,300 
  Audit and legal                                         96,655 
  Printing                                                75,013 
  Administrative                                          64,000 
  Registration                                            41,779 
  Trustees' fees                                          16,000 
  Miscellaneous                                           39,889 
  Total expenses                                                     2,857,534
  Net investment loss                                               (1,576,957)
    
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS 
AND FOREIGN CURRENCY TRANSACTIONS
  Net realized gain on investment transactions                      10,395,985
  Net realized loss on foreign currency transactions                (1,515,676)
  Net change in unrealized appreciation of:
    Investments                                                    (29,501,825)
    Foreign currency denominated assets and liabilities              3,195,142
  Net loss on investments and foreign currency transactions        (17,426,374)
    
NET DECREASE IN NET ASSETS FROM OPERATIONS                        $(19,003,331)
    
    
See notes to financial statements.


11



STATEMENT OF CHANGES IN NET ASSETS                  ALLIANCE INTERNATIONAL FUND
_______________________________________________________________________________

                                                 SIX MONTHS ENDED   YEAR ENDED
                                                   DEC. 31, 1997     JUNE 30,
                                                    (UNAUDITED)        1997
                                                   -------------  -------------
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS
  Net investment income (loss)                     $ (1,576,957)  $    136,758
  Net realized gain on investments and foreign 
    currency transactions                             8,880,309     11,103,038
  Net change in unrealized appreciation of 
    investments and foreign currency 
    denominated assets and liabilities              (26,306,683)    13,688,698
  Net increase (decrease) in net assets from 
    operations                                      (19,003,331)    24,928,494

DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS FROM:
  Net investment income
    Class A                                            (340,015)    (1,212,031)
    Advisor Class                                      (164,972)        (6,456)
  Net realized gain on investments and foreign 
    currency transactions
    Class A                                          (8,564,123)   (11,329,853)
    Class B                                          (5,015,932)    (4,543,388)
    Class C                                          (1,492,502)    (1,515,641)
    Advisor Class                                    (2,849,305)       (47,863)
CAPITAL STOCK TRANSACTIONS
  Net decrease                                       (5,943,727)    (2,106,765)
  Total increase (decrease)                         (43,373,907)     4,166,497

NET ASSETS
  Beginning of year                                 299,862,761    295,696,264
  End of period (including undistributed net 
    investment income of $91,546 at June 30,1997)  $256,488,854   $299,862,761
    
    
See notes to financial statements.


12



NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1997 (UNAUDITED)                       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, Class C, and Advisor Class shares. Class A shares are sold with a 
front-end sales charge of up to 4.25% for purchases not exceeding $1,000,000. 
With respect to purchases of $1,000,000 or more, Class A shares redeemed within 
one year of purchase will be subject to a contingent deferred sales charge of 
1%. 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 subject to a 
contingent deferred sales charge of 1% on redemptions made within the first 
year after purchase. Advisor Class shares are sold without an initial or 
contingent deferred sales charge and are not subject to ongoing distribution 
expenses. Advisor Class shares are offered to investors participating in fee 
based programs and to certain retirement plan accounts. All four 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 financial statements have 
been prepared in conformity with generally accepted accounting principles which 
require management to make certain estimates and assumptions that affect the 
reported amounts of assets and liabilities in the financial statements and 
amounts of income and expenses during the reporting period. Actual results 
could differ from those estimates. The following is a summary of significant 
accounting policies followed by the Fund.

1. SECURITY VALUATION
Portfolio securities traded on a national securities exchange or on a foreign 
securities exchange (other than foreign securities exchanges whose operations 
are similar to those of the United States over-the-counter market) are 
generally valued at the last reported sales price or if no sale occurred, at 
the mean of the closing bid and asked prices on that day. Readily marketable 
securities traded in the over-the-counter market, securities listed on a 
foreign securities exchange whose operations are similar to the U.S. 
over-the-counter market, and securities listed on a national securities 
exchange whose primary market is believed to be over-the-counter, are valued at 
the mean of the current bid and asked prices. U.S. government and fixed income 
securities which mature in 60 days or less are valued at amortized cost, unless 
this method does not represent fair value. Restricted securities, illiquid 
securities and securities for which current market quotations are not readily 
available are valued at their fair value as determined in good faith by, or in 
accordance with procedures adopted by, the Fund's Board of Trustees. Fixed 
income securities may be valued on the basis of prices obtained from a pricing 
service when such prices are believed to reflect the fair value of such 
securities. 

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 and losses represent 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 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 any, to 
shareholders. Therefore, no provisions for federal income or excise taxes are 
required.


13



NOTES TO FINANCIAL STATEMENTS (CONTINUED)           ALLIANCE INTERNATIONAL FUND
_______________________________________________________________________________

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

5. INCOME AND EXPENSES
All income earned and expenses incurred by the Fund are borne on a pro-rata 
basis by each outstanding class of shares, based on the proportionate interest 
in the Fund represented by the net assets of such class, except that the Fund's 
Class B and Class C shares bear higher distribution and transfer agent fees 
than Class A shares and the Advisor Class shares have no distribution fees.

6. DIVIDENDS AND DISTRIBUTIONS
Dividends and distributions to shareholders are recorded on the ex-dividend 
date.

Income and capital gains distributions are determined in accordance with 
federal tax regulations and may differ from those determined in accordance with 
generally accepted accounting principles. To the extent these differences are 
permanent, such amounts are reclassified within the capital accounts based on 
their federal tax basis treatment; temporary differences do not require such 
reclassification. 

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. Effective July 1, 1997 the Adviser has 
voluntarily agreed to waive unilaterally, for a minimum of two years, that 
portion of the Fund's advisory fee on the first $500 million of net assets in 
excess of the annualized rate of .85 of 1%. Pursuant to the advisory agreement, 
the Fund paid $64,000 to the Adviser representing the cost of certain legal and 
accounting services provided to the Fund by the Adviser for the six months 
ended December 31, 1997.

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 $175,134 for the six months ended December 31, 1997.

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 $2,956 from the sale of Class A shares and $85,088 
and $4,073 in contingent deferred sales charges from the redemptions of Class B 
and Class C shares, respectively for the six months ended December 31, 1997.

Brokerage commissions paid on investment transactions for the six months ended 
December 31, 1997, amounted to $979,569, 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. There is no distribution fee on the Advisor Class 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 
$2,623,897 and $821,560, 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 


14



                                                    ALLIANCE INTERNATIONAL FUND
_______________________________________________________________________________

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 $183,457,641 and $218,021,335, respectively, 
for the six months ended December 31, 1997. There were no purchases or sales of 
U.S. government or government agency obligations for the six months ended 
December 31, 1997.

At December 31, 1997, the cost of investments for federal income tax purposes 
was $240,714,315. Accordingly, gross unrealized appreciation of investments was 
$24,580,669 and gross unrealized depreciation of investments was $17,850,653, 
resulting in net unrealized appreciation of $6,730,016, excluding foreign 
currency.

FORWARD EXCHANGE CURRENCY CONTRACTS
The Fund enters into forward foreign exchange currency contracts in order to 
hedge its exposure to changes in foreign 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 by the Fund.

The Fund's custodian will place and maintain cash not available for investment 
or liquid assets having a value equal to the aggregate amount of the Fund's 
commitments under forward foreign 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 December 31, 1997, the Fund had outstanding forward foreign exchange 
currency contracts as follows:

                          CONTRACT       VALUE ON      U.S. $
                           AMOUNT      ORIGINATION     CURRENT      UNREALIZED
                            (000)          DATE         VALUE      APPRECIATION
                       -------------   -----------   -----------   ------------
FOREIGN CURRENCY 
  SALE CONTRACTS
- ------------------
French Francs, 
  expiring 3/05/98       115,455,000   $19,613,189   $19,251,099    $  362,090
Japanese Yen 
  expiring 2/04/98     4,245,698,000    35,684,432    32,664,576     3,019,856
                                                                    ----------
                                                                    $3,381,946


15



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 four classes, designated Class A, Class B, Class C and 
Advisor Class. Transactions in shares of beneficial interest were as follows:

                               SHARES                         AMOUNT
                    ---------------------------  ------------------------------
                   SIX MONTHS ENDED  YEAR ENDED  SIX MONTHS ENDED  YEAR ENDED
                     DEC. 31, 1997    JUNE 30,    DEC. 31, 1997     JUNE 30,
                      (UNAUDITED)       1997       (UNAUDITED)        1997
                    -------------  ------------  --------------  --------------
CLASS A
Shares sold            9,262,012     6,622,075    $162,844,080    $114,715,975
Shares issued in 
  reinvestment of 
  dividends and 
  distributions          434,528       663,141       7,195,776      11,054,555
Shares converted 
  from Class B           107,942       117,002       1,897,573       2,047,012
Shares redeemed      (12,086,321)   (7,939,629)   (219,035,690)   (137,402,166)
Net decrease          (2,281,839)     (537,411)   $(47,098,261)   $ (9,584,624)
     
CLASS B
Shares sold            2,249,939     2,125,113    $ 37,792,755    $ 35,155,961
Shares issued in 
  reinvestment of 
  distributions          253,584       214,830       3,960,979       3,409,345
Shares converted 
  to Class A            (114,230)     (123,261)     (1,897,573)     (2,047,012)
Shares redeemed       (2,213,721)   (1,982,904)    (37,755,006)    (32,750,197)
Net increase             175,572       233,778    $  2,101,155    $  3,768,097
     
CLASS C
Shares sold              284,073     1,792,800    $  4,875,063    $ 29,797,881
Shares issued in 
  reinvestment of 
  distributions           55,617        50,633         869,855         804,053
Shares redeemed         (384,672)   (2,075,557)     (6,485,956)    (34,583,108)
Net decrease             (44,982)     (232,124)   $   (741,038)   $ (3,981,174)
     
     
                      SIX MONTHS      OCT. 2,      SIX MONTHS       DOC. 2,
                         ENDED        1996(A)         ENDED         1996(A)
                     DEC. 31,1997       TO        DEC. 31,1997         TO
                      (UNAUDITED)  JUNE 30,1997    (UNAUDITED)    JUNE 30, 1997
                     ------------  ------------  --------------  --------------
ADVISOR CLASS
Shares sold            2,892,089       501,850     $54,759,950      $8,317,799
Shares issued in 
  reinvestment of 
  dividends and 
  distributions          181,876         2,960       3,008,222          49,249
Shares redeemed         (970,020)      (39,023)    (17,973,755)       (676,112)
Net increase           2,103,945       465,787     $39,794,417      $7,690,936
     
     
(a)  Commencement of distribution.


16



                                                    ALLIANCE INTERNATIONAL FUND
_______________________________________________________________________________

NOTE F: RESTRICTED AND ILLIQUID SECURITIES

                                            DATE
SECURITY                                  ACQUIRED         U.S. $ COST
- --------                                 ----------       -------------
Asesores Bursatiles Capital Fund, NV      10/29/90          $1,066,499
Unidad Editorial, SA                       1/20/92             369,591


The securities shown above are restricted as to sale and have been valued at 
fair value in accordance with procedures described in Note A. The value of 
these securities at December 31, 1997 was $833,401 representing 0.3% of net 
assets.


17



FINANCIAL HIGHLIGHTS                                ALLIANCE INTERNATIONAL FUND
_______________________________________________________________________________

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

<TABLE>
<CAPTION>
                                                                                   CLASS A
                                            -------------------------------------------------------------------------------
                                              SIX MONTHS
                                                ENDED
                                             DECEMBER 31,                         YEAR ENDED JUNE 30,
                                                 1997      ----------------------------------------------------------------
                                             (UNAUDITED)       1997          1996          1995         1994         1993
                                            -------------  ------------  -----------  -----------  -----------  -----------
<S>                                         <C>            <C>           <C>          <C>          <C>          <C>
Net asset value, beginning of period          $18.69         $18.32        $16.81        $18.38       $16.01       $14.98
  
INCOME FROM INVESTMENT OPERATIONS
Net investment income (loss)                    (.07)(a)        .06(a)        .05(a)        .04         (.09)        (.01)
Net realized and unrealized gain (loss)
  on investments and foreign currency 
  transactions                                 (1.29)          1.51          2.51           .01         3.02         1.17
Net increase (decrease) in net asset 
  value from operations                        (1.36)          1.57          2.56           .05         2.93         1.16
  
LESS: DIVIDENDS AND DISTRIBUTIONS
Dividends from net investment income            (.05)          (.12)           -0-           -0-          -0-        (.04)
Distributions from net realized gains on 
  investments and foreign currency 
  transactions                                 (1.21)         (1.08)        (1.05)        (1.62)        (.56)        (.09)
Total dividends and distributions              (1.26)         (1.20)        (1.05)        (1.62)        (.56)        (.13)
Net asset value, end of period                $16.07         $18.69        $18.32        $16.81       $18.38       $16.01
  
TOTAL RETURN
Total investment return(b)                     (7.49)%         9.30%        15.83%          .59%       18.68%        7.86%

RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (000's omitted)   $126,895       $190,173      $196,261      $165,584     $201,916     $161,048
Ratio of expenses to average net assets         1.77%(c)       1.74%(d)      1.72%         1.73%        1.90%        1.88%
Ratio of net investment income (loss) to 
  average net assets                            (.82)%(c)       .31%          .31%          .26%        (.50)%       (.14)%
Portfolio turnover rate                          135%            94%           78%          119%          97%          94%
Average commission rate paid(e)               $.0334         $.0363            --            --           --           --
</TABLE>


See footnote summary on page 21.


18



                                                    ALLIANCE INTERNATIONAL FUND
_______________________________________________________________________________

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

<TABLE>
<CAPTION>
                                                                                   CLASS B
                                            --------------------------------------------------------------------------------
                                              SIX MONTHS
                                                ENDED
                                             DECEMBER 31,                         YEAR ENDED JUNE 30,
                                                 1997      -----------------------------------------------------------------
                                             (UNAUDITED)       1997         1996          1995         1994          1993
                                            -------------  ------------  -----------  -----------  ------------  -----------
<S>                                         <C>            <C>           <C>          <C>          <C>           <C>
Net asset value, beginning of period          $17.71         $17.45       $16.19        $17.90       $15.74        $14.81
  
INCOME FROM INVESTMENT OPERATIONS
Net investment loss                             (.14)(a)       (.09)(a)     (.07)(a)      (.01)        (.19)(a)      (.12)
Net realized and unrealized gain (loss) 
  on investments and foreign currency 
  transactions                                 (1.21)          1.43         2.38          (.08)        2.91          1.14
Net increase (decrease) in net asset 
value from operations                          (1.35)          1.34         2.31          (.09)        2.72          1.02
  
LESS: DISTRIBUTIONS
Distributions from net realized gains on 
  investments and foreign currency 
  transactions                                 (1.21)         (1.08)       (1.05)        (1.62)        (.56)         (.09)
Net asset value, end of period                $15.15         $17.71       $17.45        $16.19       $17.90        $15.74
  
TOTAL RETURN
Total investment return(b)                     (7.83)%         8.37%       14.87%         (.22)%      17.65%         6.98%

RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (000's omitted)    $69,144        $77,725      $72,470       $48,998      $29,943        $6,363
Ratio of expenses to average net assets         2.63%(c)       2.59%(d)     2.55%         2.57%        2.78%         2.70%
Ratio of net investment loss to 
  average net assets                           (1.71)%(c)      (.51)%       (.46)%        (.62)%      (1.15)%        (.96)%
Portfolio turnover rate                          135%            94%          78%          119%          97%           94%
Average commission rate paid(e)               $.0334         $.0363           --            --           --            --
</TABLE>


See footnote summary on page 21.

19


FINANCIAL HIGHLIGHTS (CONTINUED)                    ALLIANCE INTERNATIONAL FUND
_______________________________________________________________________________

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

<TABLE>
<CAPTION>
                                                                                 CLASS C
                                            ------------------------------------------------------------------------------
                                              SIX MONTHS
                                                 ENDED                                                       MAY 3,1993(F)
                                             DECEMBER 31,                  YEAR ENDED JUNE 30,                     TO
                                                 1997      --------------------------------------------------   JUNE 30,
                                             (UNAUDITED)      1997         1996         1995         1994         1993
                                            -------------  -----------  -----------  -----------  -----------  -----------
<S>                                         <C>            <C>          <C>          <C>          <C>          <C>
Net asset value, beginning of period          $17.73        $17.46       $16.20       $17.91       $15.74       $15.93
  
INCOME FROM INVESTMENT OPERATIONS
Net investment loss                             (.15)(a)      (.09)(a)     (.07)(a)     (.14)        (.11)          -0-
Net realized and unrealized gain (loss) 
  on investments and foreign currency 
  transactions                                 (1.21)         1.44         2.38          .05         2.84         (.19)
Net increase (decrease) in net asset 
value from operations                          (1.36)         1.35         2.31         (.09)        2.73         (.19)
  
LESS: DISTRIBUTIONS
Distributions from net realized gains on 
  investments and foreign currency 
  transactions                                 (1.21)        (1.08)       (1.05)       (1.62)        (.56)          -0-
Net asset value, end of period                $15.16        $17.73       $17.46       $16.20       $17.91       $15.74
  
TOTAL RETURN
Total investment return(b)                     (7.88)%        8.42%       14.85%        (.22)%      17.72%       (1.19)%

RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (000's omitted)    $19,207       $23,268      $26,965      $19,395      $13,503         $229
Ratio of expenses to average net assets         2.61%(c)      2.58%(d)     2.53%        2.54%        2.78%        2.57%(c)
Ratio of net investment income (loss) to 
  average assets                               (1.69)%(c)     (.51)%       (.47)%       (.88)%      (1.12)%        .08%(c)
Portfolio turnover rate                          135%           94%          78%         119%          97%          94%
Average commission rate paid(e)               $.0334        $.0363           --           --           --           --
</TABLE>


See footnote summary on page 21.


20



                                                    ALLIANCE INTERNATIONAL FUND
_______________________________________________________________________________

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

                                                            ADVISOR CLASS
                                                     --------------------------
                                                       SIX MONTHS   OCTOBER 2,
                                                          ENDED       1996(F)
                                                      DECEMBER 31,      TO
                                                          1997       JUNE 30,
                                                      (UNAUDITED)      1997
                                                     ------------  ------------
Net asset value, beginning of period                     $18.67      $17.96
   
INCOME FROM INVESTMENT OPERATIONS
Net investment gain (loss)(a)                              (.07)        .16 
Net realized and unrealized gain (loss) on 
  investments and foreign currency transactions           (1.27)       1.78
Net increase (decrease) in net asset value 
  from operations                                         (1.34)       1.94
   
LESS: DIVIDENDS AND DISTRIBUTIONS
Dividends from net investment income                       (.07)       (.15)
Distributions from net realized gains on 
  investments and foreign currency transactions           (1.21)      (1.08)
Total dividends and distributions                         (1.28)      (1.23)
Net asset value, end of period                           $16.05      $18.67
   
TOTAL RETURN
Total investment return based on net asset value(b)       (7.38)%     11.57%

RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (000's omitted)               $41,242      $8,697
Ratio of expenses to average net assets(c)                 1.64%       1.69%(d)
Ratio of net investment income (loss) to 
  average net assets(c)                                    (.84)%      1.47%
Portfolio turnover rate                                     135%         94%
Average commission rate paid                             $.0334      $.0363


(a)  Based on average shares outstanding.

(b)  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 charges or contingent 
deferred sales charges are not reflected in the calculation of total investment 
return. Total investment return calculated for a period of less than one year 
is not annualized.

(c)  Annualized.
(d)  Ratio reflects expenses grossed up for expense offset arrangement with the 
transfer agent. For the year ended June 30, 1997, the net expense ratio was 
1.73%, 2.58%, 2.56% and 1.69% for Class A, B, C and Advisor Class shares, 
respectively.

(e)  For fiscal years beginning on or after September 1, 1995, a fund is 
required to disclose its average commission rate per share for trades on which 
commissions are charged. This amount includes commissions paid to foreign 
brokers which may materially affect the rate shown. Amounts paid in foreign 
currencies have been converted into US dollars using the prevailing exchange 
rate on the date of the transaction.

(f)  Commencement of distribution.


21



                                                    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)

OFFICERS
A. RAMA KRISHNA, SENIOR VICE PRESIDENT
EDWARD BAKER, VICE PRESIDENT
THOMAS J. BARDONG, VICE PRESIDENT
STEPHEN M. BEINHACKER, VICE PRESIDENT
MARK H. BREEDON, VICE PRESIDENT
DANIEL V. PANKER, VICE PRESIDENT
FRANCIS P. REEVES, 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.


22



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 High Yield Fund
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 Environment Fund
Alliance Global Small Cap Fund
Alliance Growth Fund
Alliance Premier Growth Fund
Alliance/Regent Sector Opportunity 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 Real Estate Investment Fund
Alliance Utility Income Fund

AGGRESSIVE GROWTH
Alliance Quasar Fund
Alliance Technology Fund

INTERNATIONAL
Alliance All-Asia Investment Fund
Alliance Greater China '97 Fund
Alliance International Fund
Alliance New Europe Fund
Alliance Worldwide Privatization Fund

CLOSED-END FUNDS
Alliance All-Market Advantage 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
    Massachusetts Portfolio
    New Jersey Portfolio
    New York Portfolio
    Virginia Portfolio
Alliance Treasury Reserves
Alliance Money Market Fund
    Prime Portfolio
    Government Portfolio
    General Municipal Portfolio


23



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

ALLIANCE CAPITAL

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. 

INTSR




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