ALLIANCE BALANCED SHARES INC
N-30D, 1995-10-03
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ALLIANCE
BALANCED
SHARES
ANNUAL REPORT
JULY 31, 1995


LETTER TO SHAREHOLDERS                                 ALLIANCE BALANCED SHARES
- -------------------------------------------------------------------------------

September 5, 1995

Dear Shareholder:

We are pleased to provide you with an update of Alliance Balanced Shares' 
performance and investment activity for the fiscal year ended July 31, 1995. 
The following table compares the Fund's total returns over the twelve-month 
period with that of the broad U.S. stock market, represented by the S&P 
500-stock Index; with the U.S. bond market, represented by the Lehman Brothers 
(LB) Government/Corporate Bond Index; and with the U.S. Treasury market, 
represented by the Salomon Brothers (SB) 1-Year Treasury Index:


                             Twelve Months Ended July 31, 1995
                                    Total Return    Ending NAV
                                    ------------    ----------
  ALLIANCE BALANCED SHARES
    Class A                            +15.99%        $15.08
    Class B                            +15.07%        $14.88
    Class C                            +15.06%        $14.89

  S&P 500                              +26.03%
  LB GOV'T/CORP. BOND INDEX            +10.55%
  SB TREASURY INDEX                     +9.69%


The Fund's total returns are based on the net asset values of each class of 
shares as of July 31; additional investment results and complete descriptions 
of the Fund's benchmarks, which are all unmanaged, appear on pages 3 and 4.

EQUITY MARKET VALUATION RISK
With the S&P 500 selling at roughly $580, a lot will have to go right to 
generate meaningful price gains over the next twelve months. Though the market 
seems reasonably valued in the context of current interest rates and inflation 
levels, at about 15.7x estimated 1995 earnings of $37, after-tax profit margins 
are at a twenty-five year high. At 41x dividends, the S&P 500 is at an all-time 
peak valuation by that measure.

Further market gains REQUIRE the continuation of moderate real gross domestic 
product growth and low inflation. A strong rebound in growth risks a lagged 
pick-up in inflation and immediately higher interest rates, posing a valuation 
risk for the market. Conversely, growth below 2% would cap profit growth 
immediately and tend to deteriorate into recession over time.

FAVORABLE OUTLOOK FOR MODERATE GROWTH AND LOW INFLATION
Fortunately, prospects for continued non-inflationary growth are good. On a 
cyclical basis, autos and housing have stabilized with lower interest rates, 
inventories appear to have adjusted to a point where industrial production will 
increase and employment and income statistics will improve. Conversely, real 
interest rates and debt levels are high, consumer confidence appears to be 
slipping, jobs are still being lost as the pace of mergers and consolidations 
continues unabated, growth in Europe and Japan remains quite weak and the 
dollar is rising. On balance, moderate growth of 2.5% or so seems the most 
likely outcome over the next 3-4 quarters.

From a longer-term point of view several secular forces also argue for 
moderate, productivity led, non-inflationary growth:

 .  Modest growth in the labor force together with continuing advances and 
falling prices in technology argue for a prolonged increase in capital/labor 
ratios in the United States, despite high real interest rates.

 .  Real progress in lowering out year budget deficits appears likely late this 
fall or in 1996. This would enable real interest rates to decline.

 .  Aging populations and reduced secular demand for consumer goods argue for 
limited pricing power and higher savings rates in the U.S. and other developed 
countries.

 .  As developing economies continue to embrace free market policies and global 
capital flows increase, upward pressures on labor costs in the developed world 
will be mediated. At the same time, improving living standards will create a 
new and necessary source of global demand.

Thus, while the risks to the stock market are high if the U.S. economy deviates 
from a non-inflationary growth track, the prospects for remaining on that track 
seem 


1


                                                       ALLIANCE BALANCED SHARES
- -------------------------------------------------------------------------------
favorable, and we believe the market can still go somewhat higher (though 
probably not without temporary setbacks).

PORTFOLIO POSITIONING
In the context we've outlined, we are starting to gradually reduce your Fund's 
total equity exposure, even as we are increasing its modest exposure to foreign 
stocks.

Another rally has brought long-term Treasury yields back to 6.5% from a recent 
high of 7%. We believe this level of yields is about right over the short run 
and a bit high relative to our long-term forecasts. Further strength in the 
bond market would probably result in a reduction of the Fund's fixed income 
holdings and an increase in cash equivalent securities.

Thank you for your continued interest and investment in Alliance Balanced 
Shares. We look forward to reporting its progress to you early in 1996.

Sincerely,


John D. Carifa
Chairman and President


Bruce W. Calvert
Executive Vice President


2



INVESTMENT RESULTS                                     ALLIANCE BALANCED SHARES
- -------------------------------------------------------------------------------
AVERAGE ANNUAL TOTAL RETURN AS OF JULY 31, 1995


CLASS A SHARES
                                  WITHOUT          WITH 
                               SALES CHARGE    SALES CHARGE
                               ----------------------------
 .One Year                         +15.99%        +11.09%
 .Five Years                        +9.59          +8.64
 .Ten Years                        +10.94         +10.46

CLASS B SHARES
                                  WITHOUT         WITH 
                               SALES CHARGE    SALES CHARGE
                               ----------------------------
 .One Year                         +15.07%        +11.07%
 .Since Inception*                  +8.55          +8.55

CLASS C SHARES
 .One Year                         +15.06%
 .Since Inception*                  +7.37


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; 8/2/93, Class C.


3



                                                       ALLIANCE BALANCED SHARES
- -------------------------------------------------------------------------------
ALLIANCE BALANCED SHARES
GROWTH OF A $10,000 INVESTMENT:
7/31/85 TO 7/31/95

$39,000
$24,000
$9,000
BALANCED SHARES CLASS A: $27,058
LB GOV'T./CORP.
BOND INDEX
S&P 500
SB 1-YEAR TREASURY
7/31/85  7/31/95

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

  The unmanaged Standard and Poor's 500-stock index includes 500 U.S. stocks 
and is a common measure of the performance of the overall U.S. stock market.

  The unmanaged Lehman Brothers Government/Corporate Bond Index represents a 
combination of the Government Bond Index and the Corporate Bond Index.

  The Salomon Brothers 1-Year Treasury Benchmark represents performance of 
Treasury bills with 1-year maturities.

  When comparing Alliance Balanced Shares to the indices shown above, you 
should note that the Fund's performance reflects the maximum sales charge of 
4.25% while no such charges are reflected in the performance of the indices.

Balanced Shares
S&P 500
LB Gov't./Corp.
SB 1-Year Treasury


4


                                                       ALLIANCE BALANCED SHARES
- -------------------------------------------------------------------------------
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
7/31/94  1/31/95  7/31/95
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%
U.S. GOVERNMENTS &MORTGAGES: 25.0%
CORPORATE BONDS: 9.8%
CASH: 6.5%
STOCKS: 58.7%


5



TEN LARGEST HOLDINGS
JULY 31, 1995                                          ALLIANCE BALANCED SHARES
- -------------------------------------------------------------------------------
                                                                    PERCENT OF
COMPANY                                              VALUE          NET ASSETS
- -------------------------------------------------------------------------------
U.S. Treasury Notes                              $23,899,500           16.8%
Federal National Mortgage Association              7,287,415            5.1
Philip Morris Cos., Inc.                           3,581,250            2.5
Borden, Inc., Zero Coupon, 5/22/97                 3,510,000            2.5
P T Alatief Freeport Finance, 9.75%, 4/15/01       3,358,250            2.4
Intel Corp.                                        3,250,000            2.3
Federal Home Loan Mortgage Corp., 7.00%, 7/01/25   2,886,801            2.0
Republic of Italy, 6.875%, 9/27/23                 2,620,290            1.8
General Electric Co.                               2,360,000            1.7
Walt Disney Co.                                    2,345,000            1.6
                                                 $55,098,506           38.7%


MAJOR PORTFOLIO CHANGES
SIX MONTHS ENDED JULY 31, 1995

                                                       SHARES OR PRINCIPAL
PURCHASES                                           BOUGHT     HOLDINGS 7/31/95
- -------------------------------------------------------------------------------
Federal Home Loan Mortgage Corp.,7.00%,7/01/25    $2,958,000     $2,958,000
Federal National Mortgage Association, 
  6.00%, 4/01/09                                  $5,631,562     $5,631,562
Federal National Mortgage Association, 
  6.00%, 6/01/09                                  $1,942,296     $1,942,296
Home Depot, Inc.                                      40,000         40,000
P T Alatief Freeport Finance, 9.75%, 4/15/01      $3,325,000     $3,325,000
Republic of Italy, 6.875%, 9/27/23                $3,000,000     $3,000,000
Tele-Communications, Inc., 9.80%, 2/01/12         $2,000,000     $2,000,000
Time Warner, Inc., 9.15%, 2/01/23                 $2,050,000     $2,050,000
U.S. Treasury Note, 7.875%, 4/15/98              $10,750,000    $10,750,000
U.S. Treasury Note, 7.50%, 2/15/05                $5,255,000     $5,255,000
 

SALES                                                 SOLD     HOLDINGS 7/31/95
- -------------------------------------------------------------------------------
Abbey National, Plc., 6.375%, 3/10/99             $3,000,000             -0-
Chevron Corp.                                         75,000             -0-
May Department Stores Co.                             80,000             -0-
Paramount Communications, Inc., 8.25%, 8/01/22    $3,250,000             -0-
Province of Ontario, 5.812%, 8/17/99              $3,700,000             -0-
Stone Container Corp., 9.875%, 2/01/01            $3,000,000             -0-
Time Warner Entertainment, 8.375%, 3/15/23        $3,250,000             -0-
U.S. Treasury Bond, 8.125%, 8/15/19               $2,800,000             -0-
U.S. Treasury Note, 4.25%, 1/31/95                $3,000,000             -0-
Wal-Mart Stores, Inc.                                120,000             -0-


6



PORTFOLIO OF INVESTMENTS
JULY 31, 1995                                          ALLIANCE BALANCED SHARES
- -------------------------------------------------------------------------------

COMPANY                                          SHARES        VALUE
- ----------------------------------------------------------------------
COMMON STOCKS-58.1%
CONSUMER PRODUCTS & SERVICES-22.9%
BROADCASTING & CABLE-1.6%
Comcast Corp. Cl.A (SPL)                         80,000     $1,615,000
Cox Communications, Inc.Cl.A*                    32,500        658,125
                                                             2,273,125

COSMETICS-1.5%
Gillette Co.                                     50,000      2,187,500

DRUGS, HOSPITAL SUPPLIES & MEDICAL SERVICES-7.7%
Abbott Laboratories                              40,000      1,600,000
Columbia HCA Healthcare Corp.                    45,000      2,205,000
Merck & Co., Inc.                                45,000      2,323,125
Pfizer, Inc.                                     40,000      2,020,000
Schering-Plough Corp.                            40,000      1,860,000
United Healthcare Corp.                          20,000        905,000
                                                            10,913,125

ENTERTAINMENT & LEISURE TIME-2.3%
Carnival Corp.                                   40,000        905,000
Walt Disney Co.                                  40,000      2,345,000
                                                             3,250,000

FOOD & BEVERAGES-2.1%
McDonald's Corp.                                 30,000      1,158,750
PepsiCo, Inc.                                    40,000      1,875,000
                                                             3,033,750

HOUSEHOLD PRODUCTS-1.2%
Colgate-Palmolive Co.                            25,000      1,750,000

MULTI-INDUSTRY-0.9%
ITT Corp.                                        11,000      1,320,000

RETAILING-2.2%
AutoZone, Inc.*                                  50,000     $1,300,000
Home Depot, Inc.                                 40,000      1,755,000
                                                             3,055,000

TOBACCO-2.9%
Philip Morris Cos., Inc.                         50,000      3,581,250
UST, Inc.                                        20,000        545,000
                                                             4,126,250

OTHER-0.5%
Duracell International, Inc.                     15,000        690,000
                                                            32,598,750

SCIENCE & TECHNOLOGY-10.5%
BIOTECHNOLOGY-0.8%
Amgen, Inc.*                                     14,000      1,190,000

COMMUNICATION EQUIPMENT-0.8%
General Instrument Corp.*                        30,000      1,106,250

COMPUTER HARDWARE-1.5%
Compaq Computer Corp.*                           26,000      1,319,500
Silicon Graphics, Inc.*                          20,000        840,000
                                                             2,159,500

COMPUTER SOFTWARE-3.2%
cisco Systems, Inc.*                             20,000      1,113,750
General Motors Corp. Cl.E                        40,000      1,760,000
Oracle System Corp.*                             40,000      1,675,000
                                                             4,548,750

SEMI-CONDUCTORS & RELATED-3.5%
Intel Corp.                                      50,000      3,250,000
Motorola, Inc.                                   22,000      1,685,750
                                                             4,935,750

TELECOMMUNICATION EQUIPMENT-0.1%
Scientific-Atlanta, Inc.                         10,000        215,000


7



PORTFOLIO OF INVESTMENTS (CONTINUED)                   ALLIANCE BALANCED SHARES
- -------------------------------------------------------------------------------

COMPANY                                          SHARES        VALUE
- ----------------------------------------------------------------------
OTHER-0.6%
Xerox Corp.                                       7,000    $   833,875
                                                            14,989,125

FINANCIAL SERVICES-8.7%
BANKING & CREDIT-2.5%
Citicorp                                         20,000      1,247,500
MBNA Corp.                                       40,000      1,435,000
NationsBank Corp.                                15,000        841,875
                                                             3,524,375

BROKERAGE-1.3%
Dean Witter, Discover & Co.                      15,000        757,500
Merrill Lynch & Co., Inc.                        20,000      1,110,000
                                                             1,867,500

INSURANCE-4.9%
American International Group, Inc.               30,000      2,250,000
General Re Corp.                                  8,000      1,061,000
MGIC Investment Corp.                            12,000        609,000
NAC Re Corp.                                     30,000      1,102,500
Travelers, Inc.                                  40,000      1,895,000
                                                             6,917,500
                                                            12,309,375

BASIC INDUSTRIES-7.6%
AUTO PARTS-0.6%
Magna International, Inc.
Cl.A                                             20,000        920,000

CHEMICALS-2.9%
Morton International, Inc.*                      60,000      1,800,000
Rohm & Haas Co.                                  40,000      2,330,000
                                                             4,130,000

ELECTRICAL EQUIPMENT-1.7%
General Electric Co.                             40,000      2,360,000

MACHINERY-0.6%
Coltec Industries, Inc.*                         60,000        915,000
 

                                               SHARES OR
                                               PRINCIPAL
                                                 AMOUNT
COMPANY                                           (000)        VALUE
- ----------------------------------------------------------------------
OTHER-1.8%
Alco Standard Corp.                               8,000    $   651,000
AlliedSignal, Inc.                               40,000      1,870,000
                                                             2,521,000
                                                            10,846,000

PUBLIC UTILITIES-3.2%
TELEPHONE-3.2%
AirTouch Communications, Inc.*                   60,000      1,890,000
AT & T Corp.                                     20,000      1,055,000
MCI Communications Corp.                         70,000      1,675,625
                                                             4,620,625

ENERGY-1.0%
OIL & GAS SERVICES-1.0%
Enron Corp.                                      40,000      1,390,000

TRANSPORTATION-0.7%
RAILROAD-0.7%
Conrail, Inc.                                    15,000        926,250

OTHER-3.5%
G.T. Greater Europe Fund                        150,000      1,912,500
Scudder New Asia Fund, Inc.*                     80,000      1,270,000
The France Growth Fund, Inc.                    160,000      1,740,000
                                                             4,922,500
Total Common Stocks (cost $68,872,144)                      82,602,625

CORPORATE BONDS-9.7%
COMMUNICATIONS-1.6%
Tele-Communications, Inc.
  9.80%, 2/01/12                                 $2,000      2,210,800

INDUSTRIAL-6.3%
Borden, Inc.
  Zero Coupon, 5/22/97(a)                         4,000      3,510,000
P T Alatief Freeport Finance
  9.75%, 4/15/01                                  3,325      3,358,250
Time Warner, Inc.
  9.15%, 2/01/23                                  2,050      2,110,639
                                                             8,978,889

OTHER-1.8%
Republic of Italy
  6.875%, 9/27/23                                 3,000      2,620,290
Total Corporate Bonds (cost $13,942,300)                    13,809,979

MORTGAGE RELATED SECURITIES-7.1%
Federal Home Loan Mortgage Corp.
  7.00%, 7/01/25                                  2,958      2,886,801
Federal National Mortgage Association
  6.00%, 4/01/09-6/01/09                          7,574      7,287,415
TotalMortgageRelated Securities
  (cost $10,287,487)                                        10,174,216

U.S. GOVERNMENT OBLIGATIONS-17.6%
U.S. Treasury Bond
  7.50%, 11/15/24                                 1,050      1,130,881


8



                                                       ALLIANCE BALANCED SHARES
- -------------------------------------------------------------------------------
  
                                               PRINCIPAL
                                                 AMOUNT
COMPANY                                           (000)        VALUE
- ----------------------------------------------------------------------
U.S. Treasury Notes
  6.75%, 4/30/00                                $   600    $   613,314
  7.125%, 9/30/99                                 6,200      6,413,094
  7.50%, 2/15/05                                  5,255      5,632,677
  7.875%, 4/15/98                                10,750     11,240,415
Total U.S.Government Obligations
  (cost $24,718,498)                                        25,030,381

COMMERCIAL PAPER-6.4%
Merrill Lynch & Co., Inc.
  5.85%, 8/01/95
  (amortized cost $9,079,000)                     9,079      9,079,000

TOTALINVESTMENTS-98.9%
  (cost $126,899,429)                                      140,696,201
Other assets less 
liabilities-1.1%                                             1,523,772

NET ASSETS-100%                                           $142,219,973


*    Non-income producing security.

(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 July 31, 1995, the aggregate market 
value of this security amounted to $3,510,000 representing 2.5% of net assets.

     See notes to financial statements.


9



STATEMENT OF ASSETS AND LIABILITIES
JULY 31, 1995                                          ALLIANCE BALANCED SHARES
- -------------------------------------------------------------------------------

ASSETS
  Investments in securities, at value (cost $126,899,429)          $140,696,201
  Cash                                                                  546,955
  Receivable for investment securities sold                           4,945,182
  Dividends and interest receivable                                     876,135
  Receivable for capital stock sold                                      34,826
  Total assets                                                      147,099,299

LIABILITIES
  Payable for investment securities purchased                         4,322,587
  Payable for capital stock redeemed                                    191,909
  Advisory fee payable                                                   75,176
  Distribution fee payable                                               41,867
  Accrued expenses                                                      247,787
  Total liabilities                                                   4,879,326

NET ASSETS                                                         $142,219,973

COMPOSITION OF NET ASSETS
  Capital stock, at par                                                 $94,502
  Additional paid-in capital                                        117,830,925
  Undistributed net investment income                                 1,022,661
  Accumulated net realized gain                                       9,475,113
  Net unrealized appreciation of investments                         13,796,772
                                                                   $142,219,973

CALCULATION OF MAXIMUM OFFERING PRICE
  CLASS A SHARES
  Net asset value and redemption price per share($122,032,621/8,093,872
    shares of capital stock issued and outstanding)                      $15.08
  Sales charge-4.25% of public offering price                               .67
  Maximum offering price                                                 $15.75

  CLASS B SHARES
  Net asset value and offering price per share ($15,079,578/1,013,382 
    shares of capital stock issued and outstanding)                      $14.88

  CLASS C SHARES
  Net asset value, redemption and offering price per share ($5,107,774/
    342,976 shares of capital stock issued and outstanding)              $14.89


See notes to financial statements.


10



STATEMENT OF OPERATIONS
YEAR ENDED JULY 31, 1995                               ALLIANCE BALANCED SHARES
- -------------------------------------------------------------------------------
INVESTMENT INCOME
  Interest                                             $5,392,426 
  Dividends (net of foreign taxes withheld of $2,260)   2,015,640 
                                                                    $ 7,408,066

EXPENSES
  Advisory fee                                          1,044,023 
  Distribution fee - Class A                              355,461 
  Distribution fee - Class B                              138,872 
  Distribution fee - Class C                               50,477 
  Transfer agency                                         274,247 
  Administrative                                          167,029 
  Registration                                             86,906 
  Audit and legal                                          84,292 
  Custodian                                                68,535 
  Printing                                                 31,302 
  Directors' fees                                          24,000 
  Miscellaneous                                            32,954 
  Total expenses                                                      2,358,098
  Net investment income                                               5,049,968
    
REALIZED AND UNREALIZED GAIN ON INVESTMENTS & FOREIGN CURRENCY
  Net realized gain on security transactions                          9,860,942
  Net realized gain on foreign currency transactions                         76
  Net realized gain on options transactions                             113,966
  Net change in unrealized appreciation on securities                 9,246,257
  Net gain on investments                                            19,221,241
    
NET INCREASE IN NET ASSETS FROM OPERATIONS                          $24,271,209
    
    
See notes to financial statements.


11



STATEMENT OF CHANGES IN NET ASSETS                     ALLIANCE BALANCED SHARES
- -------------------------------------------------------------------------------
                                                      YEAR ENDED   OCT. 1, 1993
                                                        JULY 31,      THROUGH
                                                          1995    JULY 31,1994*
                                                    ------------- -------------
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS
  Net investment income                              $ 5,049,968  $  3,727,437
  Net realized gain on investments                     9,974,984     1,521,330
  Net change in unrealized appreciation 
    of investments                                     9,246,257   (11,401,870)
  Net increase (decrease) in net assets 
    from operations                                   24,271,209    (6,153,103)

DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS FROM:
  Net investment income
    Class A                                           (4,018,825)   (3,328,864)
    Class B                                             (288,412)     (209,253)
    Class C                                             (105,151)      (94,432)
  Net realized gain on investments
    Class A                                             (264,146)   (3,450,935)
    Class B                                              (24,685)     (236,079)
    Class C                                               (8,478)     (106,940)

CAPITAL STOCK TRANSACTIONS
  Net increase (decrease)                            (55,580,660)    5,057,935
  Total decrease                                     (36,019,148)   (8,521,671)

NET ASSETS
  Beginning of period                                178,239,121   186,760,792
  End of period (including undistributed net 
    investment income of $1,022,661 and $396,666,
    respectively)                                   $142,219,973  $178,239,121
    
    
*  The Fund changed its fiscal year end from September 30 to July 31.
   See notes to financial statements.


12



NOTES TO FINANCIAL STATEMENTS
JULY 31, 1995                                          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. CURRENCY TRANSLATION 
Assets and liabilities denominated in foreign currencies are translated into 
U.S. dollars at the mean of the quoted bid and asked price of the respective 
currency against the U.S. dollar on the valuation date. 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 earned or accrued.

Net realized gain on foreign currency transactions of $76 for the Fund, 
represents net foreign exchange gains and losses from holdings of foreign 
currencies, currency gains or losses realized between the trade and settlement 
dates on security transactions, and the difference between the amounts of 
dividends and foreign taxes recorded on the Fund's books and the U.S. dollar 
equivalent amounts actually received or paid. Net unrealized currency gains and 
losses from valuing foreign currency denominated assets and liabilities at 
fiscal year end exchange rates are reflected as a component of unrealized 
appreciation on investments and foreign currency denominated assets and 
liabilities.

3. 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 


13



NOTES TO FINANCIAL STATEMENTS (CONTINUED)              ALLIANCE BALANCED SHARES
- -------------------------------------------------------------------------------
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 year ended July 31, 1995 were as 
follows:


                                                     NUMBER OF
                                                     CONTRACTS   PREMIUMS
                                                     ---------   --------
Options outstanding at beginning of period                -0-   $     -0-
Options written                                          870     179,209
Options terminated in closing purchase transactions     (200)    (64,398)
Options expired                                         (550)    (82,985)
Options exercised                                       (120)    (31,826)
Options outstanding at end of period                      -0-   $     -0-
   
   
4. 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.

5 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.

6. 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.

NOTE B: ADVISORY FEE AND OTHER TRANSACTIONS WITH AFFILIATES
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 year ended July 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 year ended July 31, 1995, such reimbursement amounted to 
$167,029.

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 $198,299 for the year ended July 31, 1995.

Alliance Fund Distributors, Inc. (a wholly owned subsidiary of the Adviser) 
serves as the Distributor of the 


14



                                                       ALLIANCE BALANCED SHARES
- -------------------------------------------------------------------------------
Fund's shares. The Distributor received front end sales charges of $4,819 from 
the sale of Class A shares and $71,604 in contingent deferred sales charges 
imposed upon redemptions by shareholders of Class B shares for the year ended 
July 31, 1995.

Brokerage commissions paid on securities transactions for the year ended July 
31, 1995 amounted to $308,733, 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 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 $965,505 and 
$262,338, 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 $276,640,775 and $320,359,124, respectively, for the year ended July 
31, 1995. There were purchases of $130,654,963 and sales of $128,406,105 of 
U.S. Government and government agency obligations for the year ended July 31, 
1995. At July 31, 1995, the cost of securities for federal income tax purposes 
was $126,969,994. Accordingly gross unrealized appreciation of investments was 
$15,252,805 and gross unrealized depreciation of investments was $1,526,598 
resulting in net unrealized appreciation of $13,726,207.


15



NOTES TO FINANCIAL STATEMENTS (CONTINUED)              ALLIANCE BALANCED SHARES
- -------------------------------------------------------------------------------
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:


                                    SHARES                    AMOUNT
                         ------------------------  ----------------------------
                          YEAR ENDED  OCT. 1,1993    YEAR ENDED    OCT. 1,1993
                            JULY 31,    THROUGH        JULY 31,      THROUGH
                              1995   JULY 31,1994*      1995      JULY 31,1994*
                         -----------  -----------  -------------  -------------
CLASS A
Shares sold                 833,994      876,506   $ 11,355,969   $ 12,195,964
Shares issued in
  reinvestment of 
  dividends and 
  distributions             258,708      407,717      3,476,710      5,628,682
Shares redeemed          (4,776,892)  (1,481,275)   (67,754,957)   (20,511,243)
Net decrease             (3,684,190)    (197,052)  $(52,922,278)   $(2,686,597)
     
CLASS B
Shares sold                 253,480      564,263   $  3,417,128    $ 7,799,514
Shares issued in 
  reinvestment of 
  dividends and 
  distributions              19,426       27,387        257,488        374,239
Shares redeemed            (343,847)    (403,295)    (4,616,970)    (5,657,858)
Net increase (decrease)     (70,941)     188,355    $  (942,354)   $ 2,515,895
     
CLASS C
Shares sold                 100,113      481,248    $ 1,340,570    $ 6,765,099
Shares issued in 
  reinvestment of 
  dividends and 
  distributions               5,947       11,554         78,834        157,982
Shares redeemed            (235,619)    (124,424)    (3,135,432)    (1,694,444)
Net increase (decrease)    (129,559)     368,378    $(1,716,028)   $ 5,228,637
     
     
NOTE F: RECLASSIFICATION OF COMPONENTS OF NET ASSETS
In accordance with Statement of Position 93-2 Determination, Disclosure, and 
Financial Statement Presentation of Income, Capital Gain, and Return of Capital 
Distributions by Investment Companies, permanent book and tax differences 
relating to shareholder distributions have been reclassified to additional 
paid-in capital. As of July 31, 1995, the cumulative effect of such differences 
totaling $11,585 and ($69,033) were reclassified from undistributed net 
investment income and undistributed net realized gains, respectively, to 
additional paid in capital. Net investment income, net realized gains and net 
assets were not affected by this change.


*  The Fund changed its fiscal year end from September 30 to July 31.


16



FINANCIAL HIGHLIGHTS                                   ALLIANCE BALANCED SHARES
- -------------------------------------------------------------------------------

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


<TABLE>
<CAPTION>
                                                                                          CLASS A
                                                             -------------------------------------------------------------
                                                                         OCT. 1,1993
                                                             YEAR ENDED     THROUGH           YEAR ENDED SEPTEMBER 30,
                                                                JULY 31,    JULY 31,   -----------------------------------
                                                                  1995        1994*          1993        1992        1991
                                                             ----------  --------------  ---------  ----------  ----------
<S>                                                           <C>         <C>             <C>        <C>         <C>
Net asset value, beginning of period                            $13.38      $14.40         $13.20      $12.64      $10.41
      
INCOME FROM INVESTMENT OPERATIONS
Net investment income                                              .46         .29            .34         .44         .46
Net realized and unrealized gain (loss) on investments            1.62        (.74)          1.29         .57        2.17
Net increase (decrease) in net asset value from operations        2.08        (.45)          1.63        1.01        2.63
      
LESS: DISTRIBUTIONS
Dividends from net investment income                              (.36)       (.28)          (.43)       (.45)       (.40)
Distributions from net realized gains                             (.02)       (.29)            -0-         -0-         -0-
Total dividends and distributions                                 (.38)       (.57)          (.43)       (.45)       (.40)
Net asset value, end of period                                  $15.08      $13.38         $14.40      $13.20      $12.64 
      
TOTAL RETURN
Total investment return based on net asset value (b)             15.99%      (3.21)%        12.52%       8.14%      25.52%
      
RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (000's omitted)                     $122,033    $157,637       $172,484    $143,883    $154,230
Ratio of expenses to average net assets                           1.32%       1.27%(c)       1.35%       1.40%       1.44%
Ratio of net investment income to average net assets              3.12%       2.50%(c)       2.50%       3.26%       3.75%
Portfolio turnover rate                                            179%        116%           188%        204%         70%
</TABLE>


See footnote summary on page 19.


17



FINANCIAL HIGHLIGHTS (CONTINUED)                       ALLIANCE BALANCED SHARES
- -------------------------------------------------------------------------------

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


<TABLE>
<CAPTION>
                                                                                           CLASS B
                                                             ----------------------------------------------------------------
                                                                        OCT. 1,1993
                                                             YEAR ENDED     THROUGH            YEAR ENDED SEPTEMBER 30,
                                                                JULY 31,    JULY 31,    -------------------------------------
                                                                  1995        1994*          1993        1992        1991(A)
                                                             ----------  --------------  ---------  ----------  -------------
<S>                                                          <C>         <C>             <C>        <C>         <C>
Net asset value, beginning of period                            $13.23      $14.27         $13.13      $12.61      $11.84
      
INCOME FROM INVESTMENT OPERATIONS
Net investment income                                              .30         .22            .29         .37         .25
Net realized and unrealized gain (loss) on investments            1.65        (.75)          1.22         .54         .80
Net increase (decrease) in net asset value from operations        1.95        (.53)          1.51         .91        1.05
      
LESS: DISTRIBUTIONS
Dividends from net investment income                              (.28)       (.22)          (.37)       (.39)       (.28)
Distribution from net realized gains                              (.02)       (.29)            -0-         -0-         -0-
Total dividends and distributions                                 (.30)       (.51)          (.37)       (.39)       (.28)
Net asset value, end of period                                  $14.88      $13.23         $14.27      $13.13      $12.61
      
TOTAL RETURN
Total investment return based on net asset value (b)             15.07%      (3.80)%        11.65%       7.32%       8.96%
      
RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (000's omitted)                      $15,080     $14,347        $12,789      $6,499      $1,830
Ratio of expenses to average net assets                           2.11%       2.05%(c)       2.13%       2.16%       2.13% (c)
Ratio of net investment income to average net assets              2.30%       1.73%(c)       1.72%       2.46%       3.19% (c)
Portfolio turnover rate                                            179%        116%           188%        204%         70%
</TABLE>


See footnote summary on page 19.


18


                                                       ALLIANCE BALANCED SHARES
- -------------------------------------------------------------------------------

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


                                                         CLASS C
                                            -----------------------------------
                                                                     AUGUST 2,
                                            YEAR ENDED  OCT. 1,1993   1993(D)
                                              JULY 31,   THROUGH    TO APR. 30,
                                                 1995  JULY 31,1994*   1994
                                            ---------- ------------ -----------
Net asset value, beginning of period           $13.24    $14.28      $13.63
    
INCOME FROM INVESTMENT OPERATIONS
Net investment income                             .30       .24         .11
Net realized and unrealized gain (loss) 
  on investments                                 1.65      (.77)        .71 
Net increase (decrease) in net asset value 
  from operations                                1.95      (.53)        .82
    
LESS: DISTRIBUTIONS
Dividends from net investment income             (.28)     (.22)       (.17)
Distributions from net realized gains            (.02)     (.29)         -0-
Total dividends and distributions                (.30)     (.51)       (.17)
Net asset value, end of period                 $14.89    $13.24      $14.28
    
TOTAL RETURN
Total investment return based on 
  net asset value (b)                           15.06%    (3.80)%      6.01%
    
RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (000's omitted)      $5,108    $6,254      $1,487
Ratios of expenses to average net assets         2.09%     2.03%(c)    2.29%(c)
Ratios of net investment income to average 
  net assets                                     2.32%     1.81%(c)    1.47%(c)
Portfolio turnover rate                           179%      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.


19



REPORT OF INDEPENDENT ACCOUNTANTS                      ALLIANCE BALANCED SHARES
- -------------------------------------------------------------------------------

TO THE BOARD OF DIRECTORS AND SHAREHOLDERS OF ALLIANCE BALANCED SHARES, INC.

In our opinion, the accompanying statement of assets and liabilities, including 
the portfolio of investments, the related statement of operations and of 
changes in net assets and the financial highlights present fairly, in all 
material respects, the financial position of Alliance Balanced Shares, Inc. at 
July 31, 1995, the results of its operations for the year then ended, the 
changes in its net assets for the year then ended and for the period October 1, 
1993 through July 31, 1994 and the financial highlights for each of the periods 
presented, in conformity with generally accepted accounting principles. These 
financial statements and financial highlights (hereafter referred to as 
"financial statements") are the responsibility of the Fund's management; our 
responsibility is to express an opinion on these financial statements based on 
our audits. We conducted our audits of these financial statements in accordance 
with generally accepted auditing standards which require that we plan and 
perform the audit to obtain reasonable assurance about whether the financial 
statements are free of material misstatement. An audit includes examining, on a 
test basis, evidence supporting the amounts and disclosures in the financial 
statements, assessing the accounting principles used and significant estimates 
made by management, and evaluating the overall financial statement 
presentation. We believe that our audits, which included confirmation of 
securities at July 31, 1995 by correspondence with the custodian and brokers 
and the application of alternative auditing procedures where confirmations from 
brokers were not received, provide a reasonable basis for the opinion expressed 
above.



PRICE WATERHOUSE LLP
New York, New York
September 27, 1995


20



                                                       ALLIANCE BALANCED SHARES
- -------------------------------------------------------------------------------

BOARD OF DIRECTORS
JOHN D. CARIFA, CHAIRMAN AND PRESIDENT
RUTH BLOCK (1)
DAVID H. DIEVLER (1)
JOHN H. DOBKIN (1)
WILLIAM H. FOULK, JR. (1)
DR. JAMES M. HESTER (1)
CLIFFORD L. MICHEL (1)
ROBERT C. WHITE (1)

OFFICERS
BRUCE W. CALVERT, EXECUTIVE VICE PRESIDENT
THOMAS J. BARDONG, VICE PRESIDENT
MATTHEW D. BLOOM, VICE PRESIDENT
EDMUND P. BERGAN, JR., SECRETARY
MARK D. GERSTEN, TREASURER & CHIEF FINANCIAL OFFICER
PATRICK J. FARRELL, CONTROLLER

CUSTODIAN
STATE STREET BANK & TRUST COMPANY
225 Franklin Street
Boston, MA 02110

DISTRIBUTOR
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

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

INDEPENDENT ACCOUNTANTS
PRICE WATERHOUSE LLP
1177 Avenue of the Americas
New York, NY 10036-2798


(1)  Member of the Audit Committee.


21


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22


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

ALLIANCECAPITAL
MUTUAL FUNDS WITHOUT THE MYSTERY.SM

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. 

BALAR



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