ALLIANCE BALANCED SHARES INC
N-30D, 1995-04-07
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ALLIANCE 
BALANCED 
SHARES
SEMI-ANNUAL 
REPORT
JANUARY 31, 1995


<PAGE>
LETTER TO SHAREHOLDERS                                 ALLIANCE BALANCED SHARES
March 10, 1995

Dear Shareholder:

The investment climate remained challenging over the last six months of the 
Fund's January 31, 1995, fiscal year.  Prior to January, interest rates 
continued to rise, causing further declines in the Fund's bond holdings, and 
stock prices were relatively flat.  January rallies in both markets permitted 
the Fund's Class A shares to show a very modest positive total return for the 
six months (+0.09% based on the net asset value).  Class B and Class C shares 
each declined 0.32% over the same period. (Additional performance data may be 
found on page 2.)

The rally in stocks and bonds continued in February and March giving the Fund a 
good start for the new year.  As we anticipated last fall, albeit a bit early, 
the Federal Reserve, by aggressively increasing short-term interest rates, 
convinced bond market participants that inflationary pressures would not get 
out of control.  The Fed's effort were reinforced by evidence that the economy 
has begun to slow to a more sustainable growth path.  Thus, bond yields fell 
across all maturities, with 30 year Treasuries declining from over 8% to around 
7.35%.  The decline in yields coupled with continued optimism on corporate 
profits enabled common stocks to continue their January rally, too - surpassing 
4000 on the Dow and breaking $500 on the S&P 500.

Looking ahead, we remain reasonably optimistic on the outlook for financial 
assets.  Bonds may give up some of their recent gains if, as we expect, the 
economy continues to show solid growth and inflationary pressures gradually 
build, in part because of the decline in the dollar.  But, we don't expect more 
than a modest correction given our belief that the inflation peak for this 
business cycle will be under 4%.

The stock market outlook also remains favorable.  Valuation is at or above 
historic norms, which introduces a note of caution.  But, corporate 
fundamentals remain very strong. Earnings are growing, and corporate 
managements are using excess cash to buy in their own shares.

Overall, we plan to remain just below out target exposure of 60% in equities.  
We are becoming somewhat more conservative in fixed income portfolios in the 
wake of the recent rally and the cautionary notes sounded above; but, we 
continue to underweight cash relative to our target exposures.  (See page 3.)

We appreciate your investment in Alliance Balanced Shares and look forward to 
reporting its progress to you in the coming months.
 
Sincerely,

John D. Carifa
Chairman and President

Bruce W. Calvert
Executive Vice President







1<PAGE>
                                                       ALLIANCE BALANCED SHARES
INVESTMENT RESULTS
Average Annual Total Return as of January 31, 1995

                                CLASS A SHARES
                      Without Sales Charge With Sales Charge
                     ----------------------------------------
. One Year                     -5.83%    -9.83%
. Five Years                   +7.35     +6.42
. Ten Years                   +10.40     +9.92


                                CLASS B SHARES
                   Without Sales Charge With Sales Charge
                  ----------------------------------------
. One Year                     -6.56%   -10.21%
. Since Inception              +3.82     +5.58


                                CLASS C SHARES
. One Year                     -6.56%
. Since Inception*             +0.94

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

*Inception: 2/4/91, Class B; 5/3/93, Class C.


SEMI-ANNUAL INVESTMENT RESULTS
The table below compares your Fund's investment results over the six-month 
reporting period with the U.S. stock market, represented by the unmanaged S&P 
500-stock Index; with the  U.S. bond market, represented by the unmanaged 
Lehman Brothers Government/Corporate Bond Index; and with the U.S. Treasury 
market, represented by the unmanaged Salomon Brothers 1-Year Treasury Index.

                        Six Months Ended January 31, 1995
                                 Total    Ending
                                Return     NAV
Alliance Balanced Shares
   Class A                      +0.09%    $13.16
   Class B                      -0.32%    $13.00
   Class C                      -0.32%    $13.01

S&P 500 Index                    4.14%
Lehman Brothers Government/
   Corporate Bond Index          0.79%
Salomon Brothers 1-Year
   Treasury Index                0.92%



2<PAGE>

ALLIANCE BALANCED SHARES...
SEEKING TO PROVIDE CURRENT INCOME FOR TODAY AND 
GROWTH OF CAPITAL FOR THE FUTURE
Alliance Balanced Shares is a conservative investment that seeks to provide a 
competitive total return.
For some investors, the Fund may be considered a comprehensive investment 
vehicle. It strives to achieve higher returns and lower volatility than a 
benchmark portfolio comprised of 60% stocks, 25% government and corporate 
bonds, and 15% Treasury bills.
We do not focus on short-term performance, nor do we strive to outperform other 
balanced funds, many of which are much more aggressively structured.
As the charts illustrate, Alliance Balanced Shares' asset allocation shifts 
with changing market conditions. The changes, however, should be neither 
dramatic nor frequent, and should not involve significant risk relative to the 
benchmark noted above.
Stocks will now typically comprise about 60% of the portfolio. At times, 
however, stocks may range from 50% to 70% of the portfolio.
Within the equity portion of the portfolio, we seek to outperform the stock 
market without taking undue risk.  Stock selection emphasizes investments with 
attractive expected return - but always within the context of a diversified 
portfolio. Further, a preponderance of the portfolio will always be invested in 
high-quality, financially strong, dividend-paying companies.
The balance of the portfolio is comprised of U.S. Government and government 
agency securities mixed with high-quality asset-backed and corporate bonds. Our 
primary objectives in the fixed-income portfolio are to generate a high, steady 
income stream and to provide stability for the net asset value.
We believe that this investment policy will serve the Fund's investors very 
well over time.
SIX-MONTH SNAPSHOTS: THE COMPOSITION OF YOUR FUND'S PORTFOLIO
                        1/31/94               7/31/94                1/31/95
U.S. Governments &Mortgages: 22.1%
Corporate Bonds: 14.0%
Cash: 4.8%
Stocks: 59.1%
U.S. Governments  
&Mortgages: 18.0%
Corporate Bonds: 21.0%
Cash: 14.4%
Stocks: 46.6%
U.S. Governments &Mortgages: 22.5%
Corporate Bonds: 11.6%
Cash: 12.3%
Stocks: 53.6%



3<PAGE>

TEN LARGEST HOLDINGS
JANUARY 31, 1995 (UNAUDITED)                           ALLIANCE BALANCED SHARES

                                                                     PERCENT OF
COMPANY                                                    VALUE     NET ASSETS
Government National Mortgage Association                  $20,273,492     12.3%
U.S. Treasury Notes                                        12,949,904      7.9
Merck & Co., Inc.                                           4,025,000      2.4
Lehman Brothers Index Notes, Floating Rate, 8.00%, 2/10/96  3,800,000      2.3
Province of Ontario, 5.812%, 8/17/99                        3,683,720      2.2
Philip Morris Cos., Inc.                                    3,577,500      2.2
Chevron Corp.                                               3,346,875      2.0
General Electric Co.                                        3,090,000      1.9
Abbey National, Plc., 6.375%, 3/10/99                       2,983,500      1.8
U.S. Treasury Bond, 8.125%, 8/15/19                         2,895,816      1.8
                                                          $60,625,807     36.8%

MAJOR PORTFOLIO CHANGES
SIX MONTHS ENDED JANUARY 31, 1995 (UNAUDITED)
                                                           SHARES OR PRINCIPAL
                                                          --------------------
                                                                     HOLDINGS 
PURCHASES                                                  BOUGHT      1/31/95
Conrail, Inc.                                                40,000     40,000
Government National Mortgage Association, 7.00%, 6/15/24 $5,483,855 $5,483,855
G.T. Greater Europe Fund                                    130,000    130,000
May Department Stores Co.                                    80,000     80,000
Philip Morris Cos., Inc.                                     30,000     60,000
Rohm & Haas Co.                                              30,000     50,000
Stone Container Corp., 9.875%, 2/01/01                   $3,000,000 $3,000,000
U.S. Treasury Bond, 8.125%, 8/15/19                      $2,800,000  2,800,000
U.S. Treasury Note, 4.25%, 1/31/95                       $3,000,000 $3,000,000
U.S. Treasury Note, 7.125%, 9/30/99                      $8,000,000 $8,000,000
                                                            
                                                                      HOLDINGS
SALES                                                       SOLD       1/31/95
Citicorp, 4.75%, 8/14/11 FRN                             $2,900,000        -0-
Citicorp, 6.75%, 8/15/05                                 $3,000,000        -0-
Empresas la Moderna, S.A. de C.V., 10.25%, 11/12/97      $2,000,000        -0-
Ford Motor Credit Co., 5.00%, 7/15/01                    $3,860,000        -0-
General Motors Acceptance Corp., 7.125%, 6/01/99         $3,500,000        -0-
Mexican Pars, Series B, 6.25%, 12/31/19                  $5,000,000        -0-
MGIC Investment Corp.                                        70,000        -0-
Republic of Argentina, 8.375%, 12/20/03                  $2,500,000        -0-
U.S. Treasury Bond, 7.125%, 2/15/23                      $2,300,000        -0-
U.S. Treasury Notes, 5.50%, 7/31/97                      $3,050,000        -0-

4<PAGE>
PORTFOLIO OF INVESTMENTS
JANUARY 31, 1995 (UNAUDITED)                           ALLIANCE BALANCED SHARES


COMPANY                                        SHARES              VALUE

COMMON STOCKS-56.0%
CONSUMER PRODUCTS
& SERVICES-24.5%
AIRLINES-0.3%
Southwest Airlines Co.                         25,000       $    484,375
AUTO & RELATED-2.3%                     
Chrysler Corp.                                 35,000          1,575,000
General Motors Corp.                           40,000          1,550,000
PACCAR, Inc.                                   15,000            641,250
                                                               3,766,250
BROADCASTING &
CABLE-0.9%
Comcast Corp.
Cl.A (SPL)                                    100,000          1,487,500
COSMETICS-1.1%                          
Gillette Co.                                   25,000          1,921,875
DRUGS, HOSPITAL                         
SUPPLIES & MEDICAL                      
Services-7.8%                           
AB Astra                                       30,000            759,942
Abbott Laboratories                            70,000          2,476,250
Columbia HCA                            
Healthcare Corp.                               35,000          1,404,375
Merck & Co., Inc.                             100,000          4,025,000
Pfizer, Inc. (b)                               15,000          1,226,250
United HealthCare Corp.                        50,000          2,425,000
US Healthcare, Inc                             10,000            456,250
                                                              12,773,067

ENTERTAINMENT &
LEISURE TIME-1.5%
Walt Disney Co.                                50,000          2,543,750
FOOD & BEVERAGES-2.9%                   
Coca-Cola Co.                                  25,000          1,312,500
McDonald's Corp.                               80,000          2,610,000
PepsiCo, Inc.                                  22,000            811,250
                                                               4,733,750

HOUSEHOLD PRODUCTS-0.6%
Colgate-Palmolive Co.                          15,000       $     943,125
PRINTING &                              
PUBLISHING-0.6%                         
Gannett Co., Inc.                              20,000          1,017,500
RETAILING-4.3%                          
May Department Stores Co.                      80,000          2,810,000
Toys 'R' Us, Inc.*                             50,000          1,462,500
Wal-Mart Stores,Inc                           120,000          2,760,000
                                                               7,032,500

TOBACCO-2.2%
Philip Morris Cos., Inc.                       60,000          3,577,500
                                                              40,281,192
FINANCIAL SERVICES-8.8%                 
BANKING & CREDIT-3.6%                   
BankAmerica Corp.                              50,000          2,156,250
Federal National Mortgage               
Association                                    25,000          1,787,500
MBNA Corp.                                     40,000          1,020,000
NationsBank Corp.                              20,000            930,000
                                                               5,893,750
BROKERAGE-0.5%                          
Morgan Stanley Group, Inc.                     15,000            901,875
INSURANCE-4.7%                          
American International                  
Group, Inc.                                    25,000          2,603,125
General Re Corp.                               10,000          1,291,250
NAC Re Corp.                                   40,000          1,310,000
Travelers, Inc                                 70,000          2,581,250
                                                               7,785,625
                                                              14,581,250

BASIC INDUSTRIES-7.0%
CHEMICALS-2.8%
Morton International, Inc.*                    70,000          1,960,000
Rohm & Haas Co                                 50,000          2,712,500
                                                               4,672,500
5<PAGE>
PORTFOLIO OF INVESTMENTS (CONTINUED)                   ALLIANCE BALANCED SHARES
COMPANY                                       SHARES             VALUE
                                        
                                             SHARES OR           
                                             PRINCIPAL           
                                              AMOUNT              
COMPANY                                        (000)             VALUE

ELECTRICAL EQUIPMENT-1.9%
General Electric Co.                           60,000     $    3,090,000
MACHINERY-0.7%                          
Coltec Industries, Inc.*                       70,000          1,085,000
OTHER-1.6%                              
AlliedSignal, Inc.                             75,000          2,681,250
                                                              11,528,750

SCIENCE & TECHNOLOGY-5.7%
COMMUNICATION
EQUIPMENT-0.6%
General Instrument Corp.*                      40,000          1,090,000
COMPUTER HARDWARE-0.6%                  
Hewlett-Packard Co.                            10,000          1,005,000
COMPUTER SOFTWARE-1.6%                  
General Motors Corp. Cl.E                      50,000          1,931,250
Informix Corp.*                                20,000            642,500
                                                               2,573,750
SEMI-CONDUCTORS &
RELATED-2.9%
Intel Corp.                                    30,000          2,077,500
Motorola, Inc. (b)                             45,000          2,660,625
                                                               4,738,125
                                                               9,406,875

ENERGY-3.7%                             
DOMESTIC                                
PRODUCERS-0.5%                          
Snyder Oil Corp.                               62,500            859,375
INTERNATIONAL                           
PRODUCERS-2.0%                          
Chevron Corp.                                  75,000          3,346,875
OIL & GAS                               
SERVICES-1.2%                           
Enron Corp.                                    50,000          1,456,250
Renaissance Energy, Ltd.*                      30,000            529,518
                                                               1,985,768
                                                               6,192,018

PUBLIC UTILITIES-2.2%
TELEPHONE-2.2%
MCI Communications
Corp.                                          75,000        $ 1,373,438
Sprint Corp.                                   80,000          2,280,000
                                                               3,653,438

TRANSPORTATION-1.3%
RAILROAD-1.3%
Conrail, Inc.                                  40,000          2,140,000
OTHER-2.8%                              
France Growth                           
Fund, Inc.                                    130,000          1,202,500
G.T. Greater Europe Fund                      130,000          1,592,500
Mexico Fund, Inc.                              50,000            975,000
Scudder New Asia                        
Fund, Inc.*                                    50,000            837,500
                                                               4,607,500
Total Common Stocks
(cost $88,840,939)                                            92,391,023

CORPORATE BONDS-12.1%
FINANCIAL-3.0%
Goldman Sachs
Group, L.P.
6.375%, 2/23/98(a)                             $1,200          1,188,000
Lehman Brothers                         
Index Notes,                            
Floating Rate                           
8.00%, 2/10/96                                  3,800          3,800,000
                                                               4,988,000
INDUSTRIAL-5.0%
Paramount Communications, Inc.
8.25%, 8/01/22                                  3,250          2,748,623
Stone Container Corp.                   
9.875%, 2/01/01                                 3,000          2,812,500
Time Warner Entertainment               
8.375%, 3/15/23                                 3,250          2,724,898
                                                               8,286,021
6<PAGE>
                                                       ALLIANCE BALANCED SHARES
                                             PRINCIPAL           
                                              AMOUNT              
COMPANY                                       (000)              VALUE
PUBLIC UTILITIES-4.1%
Abbey National, Plc.
6.375%, 3/10/99                                $3,000        $ 2,983,500
Province of Ontario                     
5.812%, 8/17/99                                 3,700          3,683,720
                                                               6,667,220
Total Corporate Bonds
(cost $20,044,674)                                            19,941,241

MORTGAGE RELATED
SECURITIES-12.3%
Government National
Mortgage Association
7.00%, 6/15/23-6/15/24                         15,819         14,439,230
7.50%, 10/15/23 - 12/15/23                      6,182          5,834,262

Total Mortgage Related
Securities 
(cost $20,978,136)                                            20,273,492

U.S. GOVERNMENT 
OBLIGATIONS-11.3%
U.S. Treasury Bond
8.125%, 8/15/19                                 2,800          2,895,816
U.S. Treasury Notes                     
4.25%, 1/31/95                                  3,000          3,000,000
6.75%, 5/31/99                                  1,100          1,068,034
7.125%, 9/30/99                                 8,000          7,870,000
7.875%, 4/15/98                                 1,000          1,011,870
U.S. Treasury Strips                    
  Zero coupon,
2/15/13 - 2/15/15                              12,500          2,689,300

Total U.S. Government
Obligations
(cost $19,063,836)                                            18,535,020


                                          CONTRACTS(c) OR        
                                             PRINCIPAL           
                                              AMOUNT              
COMPANY                                       (000)              VALUE
COMMERCIAL PAPER-12.8%
Ford Motor Credit Co.
5.60%, 2/01/95                                 $6,880       $  6,880,000
Merrill Lynch & Co.                     
5.85%, 2/01/95                                  8,000          8,000,000
Prudential Funding Corp.                
5.75%, 2/02/95                                  6,281          6,279,997

Total Commercial Paper                  
(amortized cost $21,159,997)                                  21,159,997

TOTAL INVESTMENTS-104.5%
(cost $170,087,582)                                          172,300,773

OUTSTANDING CALL OPTIONS
WRITTEN-(0.0%)
Motorola, Inc.
expiring February '95
@ $55                                              50            (22,500)
Pfizer, Inc.                            
expiring February '95                   
@ $80                                              70            (11,813)
Total Outstanding Call Options Written  
(Premiums received $31,827)                                      (34,313)

TOTAL INVESTMENTS NET                   
OF OUTSTANDING CALL                     
OPTIONS WRITTEN-104.5%                                       172,266,460
Other assets less                       
liabilities-(4.5%)                                            (7,386,432)

NET ASSETS-100%                                             $164,880,028

*   Non-income producing.
(a) Security exempt from Registration under Rule 144A of the Securities Act of 
1933. This security may be resold in transactions exempt from registration, 
normally to certain qualified buyers. At January 31, 1995 the aggregate market 
value of this security amounted to $1,188,00 representing 0.7% of net assets.
(b) Security on which options are written (shares subject to call have an 
aggregate market value of $3,886,875).
(c) One contract relates to 100 shares.
    See notes to financial statements.

7<PAGE>
STATEMENT OF ASSETS AND LIABILITIES
JANUARY 31, 1995 (UNAUDITED)                           ALLIANCE BALANCED SHARES

ASSETS
Investments in securities, at value (cost $170,087,582)            $172,300,773
Cash                                                                    584,066
Dividends and interest receivable                                     1,065,509
Receivable for capital stock sold                                        76,639
Prepaid expenses and other assets                                        12,307
Total assets                                                        174,039,294
                                                                  
LIABILITIES                                                           
Outstanding options written, at value (premiums received $31,827)        34,313
Payable for investment securities purchased                           8,770,315
Payable for capital stock redeemed                                       94,636
Advisory fee payable                                                     86,288
Distribution fee payable                                                 44,652
Accrued expenses and other liabilities                                  129,062
Total liabilities                                                     9,159,266
                                                                      
NET ASSETS                                                         $164,880,028
                                                                      
COMPOSITION OF NET ASSETS                                             
Capital stock, at par                                                  $125,446
Additional paid-in capital                                          162,927,978
Undistributed net investment income                                     647,111
Accumulated net realized loss                                        (1,031,212)
Net unrealized appreciation of investments and options                2,210,705
                                                                   $164,880,028

CALCULATION OF MAXIMUM OFFERING PRICE
Class A Shares 
Net asset value and redemption price per share ($146,839,785/11,157,284 shares
of capital stock issued and outstanding)                                 $13.16
Sales charge-4.25% of public offering price                                0.58
Maximum offering price                                                   $13.74

Class B Shares
Net asset value and offering price per share ($13,350,460/1,026,794 shares
of capital stock issued and outstanding)                                 $13.00

Class C Shares
Net asset value, redemption and offering price per share 
  ($4,689,783/360,566 shares of capital stock issued and outstanding)    $13.01
See notes to financial statements.

8<PAGE>

STATEMENT OF OPERATIONS
SIX MONTHS ENDED JANUARY 31, 1995 (UNAUDITED)          ALLIANCE BALANCED SHARES

INVESTMENT INCOME
Interest                                               $2,740,657  
Dividends                                               1,166,666  $ 3,907,323
EXPENSES
Advisory fee                                              528,991
Distribution fee-Class A                                  180,492
Distribution fee-Class B                                   68,311
Distribution fee-Class C                                   26,019
Transfer agency                                           138,308
Administrative                                             79,364
Registration                                               35,216
Custodian                                                  25,304
Audit and legal                                            18,644
Printing                                                   15,752
Directors' fees                                            10,980
Taxes                                                       4,170
Miscellaneous                                               9,552
Total expenses                                                       1,141,103
Net investment income                                                2,766,220
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS
Net realized loss on security transactions                            (575,513)
Net realized gain on options transactions                              113,966
Net change in unrealized appreciation of:           
Securities                                                          (2,337,324)
Options                                                                 (2,486)
Net loss on investments                                             (2,801,357)
NET DECREASE IN NET ASSETS FROM OPERATIONS                         $   (35,137)

STATEMENT OF CHANGES IN NET ASSETS
                                               SIX MONTHS ENDED OCTOBER 1, 1993
                                                JANUARY 31,1995      THROUGH
                                                    (UNAUDITED)   JULY 31, 1994
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS
Net investment income                              $  2,766,220   $  3,727,437
Net realized gain (loss) on investments                (461,547)     1,521,330
Net change in unrealized appreciation of investments (2,339,810)   (11,401,870)
Net decrease in net assets from operations              (35,137)    (6,153,103)
DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS FROM
Net investment income
Class A                                              (2,287,057)    (3,328,864)
Class B                                                (166,027)      (209,253)
Class C                                                 (62,691)       (94,432)
Net realized gain on investments                  
Class A                                                (264,823)    (3,450,935)
Class B                                                 (24,748)      (236,079)
Class C                                                  (8,499)      (106,940)
CAPITAL STOCK TRANSACTIONS                        
Net increase (decrease)                             (10,510,111)     5,057,935
Total decrease                                      (13,359,093)    (8,521,671)
NET ASSETS                                        
Beginning of period                                 178,239,121    186,760,792
End of period (including undistributed net investment income
of $647,111 and $396,666, respectively)            $164,880,028   $178,239,121

Statement Of Changes In Net Assets

*The Fund changed its fiscal year end from September 30 to July 31.
See notes to financial statements.
9<PAGE>

NOTES TO FINANCIAL STATEMENTS
JANUARY 31, 1995 (UNAUDITED)                           ALLIANCE BALANCED SHARES

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

1.  SECURITY VALUATION
Portfolio securities traded on national securities exchanges are valued at the 
last sales price or, if no sale occurred, at the mean of the bid and asked 
price at the regular close of the New York Stock Exchange.  Securities traded 
on the over the counter market are valued at the mean of the closing bid and 
asked price.  Securities for which current market quotations are not readily 
available (including investments which are subject to limitations as to their 
sale) are valued at their fair value as determined in good faith by the Board 
of Directors.  The Board of Directors has further determined that the value of 
certain portfolio debt securities, other than temporary investments in short 
term securities, be determined by reference to valuations obtained from a 
pricing service.  Securities which mature in 60 days or less are valued at 
amortized cost, which approximates market value.  The ability of issuers of 
debt securities held by the Fund to meet their obligations may be affected by 
economic developments in a specific industry or region.

2.  OPTIONS TRANSACTIONS
For hedging purposes, the Fund purchases and writes (sells) put and call 
options on U.S. securities that are traded on U.S. securities exchanges and 
over-the-counter markets.
The risk associated with purchasing an option is that the Fund pays a premium 
whether or not the option is exercised. Additionally, the Fund bears the risk 
of loss of premium and change in market value should the counterparty not 
perform under the contract. Put and call options purchased are accounted for in 
the same manner as portfolio securities. The cost of securities acquired 
through the exercise of call options is increased by premiums paid. The 
proceeds from securities sold through the exercise of put options are decreased 
by the premiums paid.
When the Fund writes an option, the premium received by the Fund is recorded as 
a liability and is subsequently adjusted to the current market value of the 
option written. Premiums received from writing options which expire unexercised 
are recorded by the Fund on the expiration date as realized gains from option 
transactions. The difference between the premium and the amount paid on 
effecting a closing purchase transaction, including brokerage commissions, is 
also treated as a realized gain, or if the premium is less than the amount paid 
for the closing purchase transaction, as a realized loss. If a call option is 
exercised, the premium is added to the proceeds from the sale of the underlying 
security or currency in determining whether the Fund has realized a gain or 
loss. If a put option is exercised, the premium reduces the cost basis of the 
security or currency purchased by the Fund. In writing an option, the Fund 
bears the market risk of an unfavorable change in the price of the security or 
currency underlying the written option. Exercise of an option written by the 
Fund could result in the Fund selling or buying a security or currency at a 
price different from the current market value.
Transactions in options written for the six months ended January 31, 1995 were 
as follows:
                                               NUMBER OF
                                               CONTRACTS        PREMIUMS       
Options outstanding at                  
beginning of period                               -0-           $    -0-
Options written                                   670            114,812
Options terminated in closing           
purchase transactions                             -0-                -0-
Options expired                                  (550)           (82,985)
Options exercised                                 -0-                -0-
Options outstanding at                  
end of period                                     120          $  31,827
10<PAGE>

                                                       ALLIANCE BALANCED SHARES
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.

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 as adjustments to interest 
income.

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

6.  CHANGE OF YEAR END
The Fund changed its fiscal year end from September 30, to July 31.  
Accordingly, the statements of changes in net assets and per share data and 
ratios reflect the period from October 1, 1993 to July 31, 1994.

7.  CHANGES IN ACCOUNTING FOR DISTRIBUTION TO
SHAREHOLDERS
Effective July 31, 1994 the Fund adopted Statement of Position 93-2: 
Determination, Disclosure and Financial Statement Presentation of Income, 
Capital Gain and Return of Capital Distributions by Investment Companies.  As a 
result, the Fund changed the classification of distributions to shareholders to 
better disclose the differences between financial statement amounts and 
distributions determined in accordance with income tax regulations.

NOTE B: FEE AND OTHER TRANSACTIONS WITH
AFFILIATES ADVISORY
Under the terms of an investment advisory agreement, the Fund pays its Adviser, 
Alliance Capital Management L.P., an advisory fee at an annual rate of .625% of 
the first $200 million, .50% of the next $200 million and .45% of the excess 
over $400 million of the average daily net assets of the Fund.  Such fee is 
accrued daily and paid monthly.  The Adviser has agreed, under the terms of the 
investment advisory agreement, to reimburse the Fund to the extent that its 
aggregate expenses (exclusive of interest, taxes, brokerage, distribution fees 
and extraordinary 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 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.  No reimbursement was required for the six months ended January 
31, 1995.
Pursuant to the Advisory Agreement, the Fund reimburses the Adviser for the 
cost of certain legal and accounting services provided to the Fund by the 
Adviser.  For the six months ended January 31, 1995, such reimbursement 
amounted to $79,364.
The Fund compensates Alliance Fund Services, Inc. (a wholly-owned subsidiary of 
the Adviser) in accordance with a Services Agreement for providing personnel 
and facilities to perform transfer agency services for the Fund. Such 
compensation amounted to $106,416 for the six months ended January 31, 1995.
Alliance Fund Distributors, Inc. (a wholly owned subsidiary of the Adviser) 
serves as the Distributor of the Fund's shares.  The Distributor received front 
end sales charges of $2,044 from the sale of Class A shares and $39,271 in 
contingent deferred sales charges imposed upon redemptions by shareholders of 
Class B shares for the six months ended January 31, 1995.
Brokerage commissions paid on securities transactions for the six months ended 
January 31, 1995 amounted to $126,752, 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.
11<PAGE>

NOTES TO FINANCIAL STATEMENTS (CONTINUED)              ALLIANCE BALANCED SHARES

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 the Fund's average daily net assets  attributable  to  
the  Class A  shares  and 1% of the average daily net assets attributable to 
both Class B shares and Class C shares.  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 
$881,684 and $222,541, for Class B and C shares, respectively; such costs may 
be recovered from the Fund in future periods.  In accordance with the 
Agreement, there is no provision for recovery of unreimbursed distribution 
costs incurred by the Distributor, beyond the current fiscal year for Class A 
shares.  The Agreement also provides that the Adviser may use its own resources 
to finance the distribution of the Fund's shares.

NOTE D:  Investment Transactions
Purchases and sales of investment securities (excluding short term investments) 
aggregated $97,143,537 and $99,073,267, respectively, for the six months ended 
January 31, 1995. There were purchases of $34,678,537 and sales of $26,647,248 
of U.S. Government and government agency obligations for the six months ended 
January 31, 1995.  At January 31, 1995, the cost of securities for federal 
income tax purposes was $170,123,301. Accordingly gross unrealized appreciation 
of investments was $9,029,055 and gross unrealized depreciation of investments 
was $6,851,583 resulting in net unrealized appreciation of $2,177,472. 

NOTE E:  Capital Stock 
There are 180,000,000 shares of $.01 par value capital stock authorized, 
divided into three classes, designated Class A, Class B and Class C shares.  
Each class consists of 60,000,000 authorized shares.  Prior to February 23, 
1993 there were 60,000,000 shares of $1.00 par value capital stock authorized, 
divided into two classes designated Class A and Class B shares.  Transactions 
in capital stock were as follows:
12<PAGE>

                                                       ALLIANCE BALANCED SHARES
                                       SHARES                  AMOUNT
                           -------------------------  -------------------------
                             SIX MONTHS   OCT. 1,1993  SIX MONTHS   OCT. 1,1993
                               ENDED                      ENDED
                            JAN. 31,1995   THROUGH  JANUARY 31,1995  THROUGH
                             (UNAUDITED) JULY 31,1994* (UNAUDITED) JULY 31,1994*
Class A
Shares sold                      435,940     876,506   $5,719,460   $12,195,964
Shares issued in reinvestment 
of dividends                     159,735     407,717    2,071,908     5,628,682
Shares redeemed               (1,216,453) (1,481,275) (16,078,113)  (20,511,243)
Net decrease                    (620,778)   (197,052) $(8,286,745)  $(2,686,597)
Class B                       
Shares sold                      125,459     564,263  $ 1,635,777   $ 7,799,514
Shares issued in reinvestment 
of dividends                      12,428      27,387      159,326      374,239
Shares redeemed                 (195,416)   (403,295)  (2,549,580)  (5,657,858)
Net increase (decrease)          (57,529)    188,355   $ (754,477) $ 2,515,895
Class C
Shares sold                       58,107     481,248   $  758,476  $ 6,765,099
Shares issued in reinvestment
of dividends                       3,870      11,554       49,713      157,982
Shares redeemed                 (173,946)   (124,424)  (2,277,078)  (1,694,444)
Net increase (decrease)         (111,969)    368,378  $(1,468,889)  $5,228,637

NOTE F: Taxes
Pursuant to Federal income tax regulations, net capital loss of approximately 
$5,813,000 realized by the Alliance Balanced Shares, between November 1, 1993 
and July 31, 1994 have been deferred to fiscal year 1995.  This capital loss is 
available in fiscal 1995 to offset capital gains and reduce amounts 
distributable to shareholders.
* The Fund changed its fiscal year end from September 30 to July 31.
13<PAGE>

FINANCIAL HIGHLIGHTS                                   ALLIANCE BALANCED SHARES
SELECTED DATA FOR A SHARE OF CAPITAL STOCK OUTSTANDING THROUGHOUT EACH PERIOD
                                                CLASS A
                       -------------------------------------------------------
                       SIX MONTHS
                         ENDED    OCT.1,93      YEAR ENDED SEPTEMBER 30,
                       JAN.31,95   THROUGH  ----------------------------------
                      (UNAUDITED) JULY.31,94* 1993     1992     1991     1990
Net asset value, beginning
  of period               $13.38   $14.40   $13.20   $12.64   $10.41   $14.13
Income From Investment Operations
Net investment income        .23      .29      .34      .44      .46      .45
Net realized and unrealized gain
 (loss) on investments      (.23)    (.74)    1.29      .57     2.17    (2.14)
Net increase (decrease) in net asset
  value from operations      -0-     (.45)    1.63     1.01     2.63    (1.69)
Less: Distributions            
Dividends from net             
investment income           (.20)    (.28)    (.43)    (.45)    (.40)    (.40)
Distributions from net         
realized gains              (.02)    (.29)     -0-      -0-      -0-    (1.63)
Total dividends and            
distributions               (.22)    (.57)    (.43)    (.45)    (.40)   (2.03)
Net asset value,               
end of period             $13.16   $13.38   $14.40   $13.20   $12.64   $10.41
Total Return
Total investment return based on net
  asset value (b)            .09%   (3.21)%  12.52%    8.14%   25.52%  (13.12)%
Ratios/Supplemental Data
Net assets, end of period
  (000's omitted)        $146,840 $157,637 $172,484 $143,883 $154,230 $140,913
Ratio of expenses to average
  net assets                1.26%(c) 1.27%(c) 1.35%    1.40%    1.44%    1.36%
Ratio of net investment income to
  average net assets        3.36%(c) 2.50%(c) 2.50%    3.26%    3.75%    4.01%
Portfolio turnover rate       61%     116%     188%     204%      70%     169%

See footnote summary on page 16.
14<PAGE>

                                                       ALLIANCE BALANCED SHARES
SELECTED DATA FOR A SHARE OF CAPITAL STOCK OUTSTANDING THROUGHOUT EACH PERIOD
                                                     CLASS B
                                  ---------------------------------------------
                                  SIX MONTHS OCT.1,93
                                     ENDED   THROUGH  YEAR ENDED SEPTEMBER 30,
                                  JAN.31,95  JULY 31,--------------------------
                                 (UNAUDITED)  1994*   1993   1992    1991(A)
Net asset value, beginning of period $13.23  $14.27  $13.13  $12.61  $11.84
INCOME FROM INVESTMENT OPERATIONS            
Net investment income                   .16     .22     .29     .37     .25
Net realized and unrealized gain (loss) on   
investments                            (.21)   (.75)   1.22     .54     .80
Net increase (decrease) in net asset value   
from operations                        (.05)   (.53)   1.51     .91    1.05

LESS: DISTRIBUTIONS
Dividends from net investment income   (.16)   (.22)   (.37)   (.39)   (.28)
Distribution from net realized gains   (.02)   (.29)    -0-     -0-     -0-
Total dividends and distributions      (.18)   (.51)   (.37)   (.39)   (.28)
Net asset value, end of period       $13.00  $13.23  $14.27  $13.13  $12.61

TOTAL RETURN
Total investment return based on
  net asset value (b)                  (.32)% (3.80)% 11.65%   7.32%   8.96%
RATIOS/SUPPLEMENTAL DATA                
Net assets, end of period               
  (000's omitted)                   $13,350 $14,347 $12,789  $6,499  $1,830
Ratio of expenses to average            
  net assets                       2.04%(c) 2.05%(c)   2.13%   2.16%   2.13%(c)
Ratio of net investment income          
   to average net assets           2.58%(c) 1.73%(c)   1.72%   2.46%   3.19%(c)
Portfolio turnover rate              61%     116%       188%    204%     70%
See footnote summary on page 16.
15<PAGE>
FINANCIAL HIGHLIGHTS (CONTINUED)                       ALLIANCE BALANCED SHARES
SELECTED DATA FOR A SHARE OF CAPITAL STOCK OUTSTANDING THROUGHOUT EACH PERIOD
                                                         CLASS C
                                       ----------------------------------------
                                       SIX MONTHS ENDED  OCT.1,93   AUG.2,93(D)
                                            JAN. 31,95       TO      TO APR.30,
                                            (UNAUDITED)  JULY 31,94*   1994
Net asset value, beginning of period           $13.24     $14.28     $13.63
INCOME FROM INVESTMENT OPERATIONS                     
Net investment income                             .16        .24        .11
Net realized and unrealized gain (loss) on            
investments                                      (.21)      (.77)       .71
Net increase (decrease) in net asset value            
from operations                                  (.05)      (.53)       .82

LESS: DISTRIBUTIONS
Dividends from net investment income             (.16)      (.22)      (.17)
Distributions from net realized gains            (.02)      (.29)       -0-
Total dividends and distributions                (.18)      (.51)      (.17)
Net asset value, end of period                 $13.01     $13.24     $14.28

TOTAL RETURN
Total investment return based 
  on net asset value (b)                         (.32)%    (3.80)%     6.01%
                                                  
RATIOS/SUPPLEMENTAL DATA                          
Net assets, end of period (000's omitted)      $4,690     $6,254     $1,487
Ratios of expenses to average net assets         2.03%(c)   2.03%(c)   2.29%(c)
Ratios of net investment income 
  to average net assets                          2.56%(c)   1.81%(c)   1.47%(c)
Portfolio turnover rate                            61%       .116%      .188%
*   The Fund changed its fiscal year end from September 30 to July 31.
(a) For the period February 4, 1991 (commencement of distribution) to September 
30, 1991.
(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) Commencement of distribution.
16<PAGE>

                                                       ALLIANCE BALANCED SHARES
Board Of Directors
John D. Carifa, Chairman and President       William H. Foulk, Jr. (1)
Ruth Block (1)                               Dr. James M. Hester  (1)
David H. Dievler                             Clifford L. Michel  (1)
John H. Dobkin (1)                           Robert C. White  (1)
                                             
Officers                                     
Bruce W. Calvert, Executive Vice President   Edmund P. Bergan, Jr., Secretary
Michael R. Baldwin, Vice President           Mark D. Gersten, Treasurer
                                               & Chief Financial Officer
Daniel V. Panker, Vice President             Patrick J. Farrell, Controller
                                             
Custodian                                    TRANSFER AGENT
State Street Bank & Trust Company            Alliance Fund Services, Inc.
225 Franklin Street                          P.O. Box 1520
Boston, MA 02110                             Secaucus, NJ 07096-1520
                                             Toll-Free 1-(800) 221-5672

Distributor                                  INDEPENDENT ACCOUNTANTS
Alliance Fund Distributors, Inc.             Price Waterhouse LLP
1345 Avenue of the Americas                  1177 Avenue of the Americas
New York, NY 10105                           New York, NY 10036-2798
                                             

LEGAL COUNSEL
Seward & Kissel
One Battery Park Plaza
New York, NY 10004

(1) Member of the Audit Committee.
The financial information included herein is taken from the records of the Fund 
without audit by independent accountants who do not express an opinion thereon.
17<PAGE>



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