ALLIANCE BALANCED SHARES INC
N-30D, 1997-10-02
Previous: NARRAGANSETT ELECTRIC CO, 424B2, 1997-10-02
Next: NATIONAL CITY CORP, S-4/A, 1997-10-02



ALLIANCE BALANCED SHARES

ANNUAL REPORT
JULY 31, 1997

ALLIANCE CAPITAL



LETTER TO SHAREHOLDERS                                 ALLIANCE BALANCED SHARES
_______________________________________________________________________________

September 5, 1997

Dear Shareholder:

This annual report contains an update of your Fund's performance and market 
activity for the period ended July 31, 1997. We are pleased to inform you that 
Paul Rissman is now managing Alliance Balanced Shares. Mr. Rissman, who joined 
Alliance in 1989, also manages Alliance Growth and Income Fund and Alliance 
Utility Income Fund. We have also added a new benchmark to this report which 
more closely resembles the composition of your Fund. The new benchmark 
representes a blended composite of the S&P 500 Stock Index (60%), the Lehman 
Brothers Government/Corporate Bond Index (25%) and the Salomon Brothers 1-Year 
Treasury Index (15%).

MARKET OVERVIEW
During the past six months, the investment environment continued to reflect a 
"best of all worlds" situation: moderate economic growth, low inflation, a 
relatively stable interest rate environment and expanding corporate earnings. 
During the period under review, bond prices rose as interest rates fell 
modestly, which led to good fixed income returns, and the stock market 
continued to perform well, resulting in unusually strong equity returns.

INVESTMENT RESULTS
We are pleased to report that your Fund's Class A shares posted a 15.47% and 
33.46% return at net asset value for the six and 12 month periods ended July 
31, 1997. If you compare your Fund to the individual benchmarks below, you can 
see that your Fund significantly outperformed both of its fixed income 
benchmarks, however, underperformed its equity benchmark in both the six and 12 
month periods ended July 31, 1997. However, if you compare your Fund's 
performance to the blended index, which most closely resembles the composition 
of your Fund, you can see that your Fund outperformed the composite for the six 
month period and slightly underperformed the composite during the 12 month 
period.


INVESTMENT RESULTS*
Period Ended July 31, 1997
                                           TOTAL RETURN
                                       6 MONTHS       12 MONTHS
                                       --------       ---------
ALLIANCE BALANCED SHARES
Class A                                 15.47%         33.46%
Class B                                 15.02%         32.34%
Class C                                 15.07%         32.37%
 
S&P 500 STOCK INDEX                     22.54%         52.11%
 
LEHMAN BROTHERS GOVERNMENT/
  CORPORATE BOND INDEX                   5.76%         10.79%
 
SALOMON BROTHERS 
  1-YEAR TREASURY BOND INDEX             3.22%          6.64%
 
COMPOSITE:
  60% S&P 500/25% LB Gov.'t/Corp.
  Bond Index/15% SB Treasury 
  Bond Index                            15.44%         34.97%


*  THE FUND'S INVESTMENT RESULTS ARE CUMULATIVE TOTAL RETURNS FOR THE PERIOD 
AND ARE BASED ON THE NET ASSET VALUE OF EACH CLASS OF SHARES AS OF JULY 31, 
1997. ALL FEES AND EXPENSES RELATED TO THE OPERATION OF THE FUND HAVE BEEN 
DEDUCTED, BUT NO ADJUSTMENT HAS BEEN MADE FOR SALES CHARGES THAT MAY APPLY WHEN 
SHARES ARE PURCHASED OR REDEEMED. RETURNS FOR THE FUND AND ITS COMPARATIVE 
INDICES INCLUDE THE REINVESTMENT OF ANY DISTRIBUTIONS PAID DURING THE PERIOD. 
ALL COMPARATIVE INDICES ARE UNMANAGED AND REFLECT NO FEES OR EXPENSES. AN 
INVESTOR CANNOT INVEST DIRECTLY IN THE INDICES.

   THE S&P 500 STOCK INDEX INCLUDES 500 U.S. STOCKS AND IS A COMMON MEASURE OF 
THE PERFORMANCE OF THE OVERALL U.S. STOCK MARKET. THE LEHMAN BROTHERS 
GOVERNMENT/ CORPORATE BOND INDEX REPRESENTS A COMBINATION OF THE GOVERNMENT 
BOND INDEX AND THE CORPORATE BOND INDEX. THE SALOMON BROTHERS TREASURY INDEX 
REPRESENTS PERFORMANCE OF TREASURY BILLS WITH 1-YEAR MATURITIES. THE COMPOSITE 
REPRESENTS A BLENDED INDEX AS INDICATED.

   ADDITIONAL INVESTMENT RESULTS APPEAR ON PAGE 3.


1



                                                       ALLIANCE BALANCED SHARES
_______________________________________________________________________________

Your Fund's Class A shares outperformed the Lipper Average for Balanced Funds 
during the six and 12 month periods ended July 31, 1997.


                                         TOTAL RETURNS FOR THE PERIODS
                                              ENDED JULY 31, 1997*
                                     6 MONTHS    1 YEAR   5 YEARS   10 YEARS
                                     --------   -------   -------   --------
ALLIANCE BALANCED SHARES
  Class A Shares                       15.47%    33.46%    12.30%     9.66%

LIPPER AVERAGE FOR 
  BALANCED FUNDS                       13.31%    29.47%    13.52%    11.34%


*  THE 6 MONTH AND 1 YEAR RETURNS ARE BASED ON CUMULATIVE TOTAL RETURNS WHILE 
THE 5 AND 10 YEAR RETURNS ARE BASED ON ANNUAL TOTAL RETURNS FOR THE PERIOD 
ENDED JULY 31, 1997. LIPPER RETURNS ARE BASED ON TOTAL RETURNS AT NET ASSET 
VALUE, WITHOUT THE IMPOSITION OF THE MAXIMUM 4.25% SALES CHARGE, WHICH WOULD 
REDUCE TOTAL RETURN FIGURES. THE TOTAL NUMBER OF FUNDS IN THE LIPPER BALANCED 
FUNDS CATEGORY FOR EACH TIMEFRAME LISTED ABOVE ARE: 6 MONTHS, 351 FUNDS; 1 
YEAR, 319 FUNDS; 5 YEARS, 90 FUNDS; AND 10 YEARS, 41 FUNDS. PAST PERFORMANCE IS 
NOT INDICATIVE OF FUTURE RESULTS.


PORTFOLIO POSITIONING
During the six month period ended July 31, 1997, the Fund held little cash and 
was fully invested in the equity and fixed income markets. As you can see from 
the pie chart on page 5, the composition of your Fund's portfolio is currently 
61.7% stocks, 21.3% U.S. governments and mortgages, 13.9% corporate bonds and 
3.1% cash.

The U.S. stock market has continued to post solid returns. These returns have 
been fueled by large capitalization stocks which comprise a majority of the 
broader market averages such as the S&P 500. Many of these large public 
companies have performed well fundamentally, the valuations placed on their 
earnings have expanded, and their stock prices have increased, resulting in a 
strong performance for the market. While we are always searching for large 
companies with good risk/return potential, we will also seek small- and 
medium-sized growth companies which represent attractively priced investment 
opportunities.

MARKET OUTLOOK
We expect the U.S. economy to exhibit moderate growth of approximately 2.5% in 
the next 12 months. While inflation may tick up in the near-term, prompting a 
slight rise in bond yields, our overall secular view of inflation remains 
optimistic.

With the U.S. position firm as the competitive leader of the global economy, 
the fiscal deficit under control, and the Federal Reserve a credible 
institution, we maintain a bullish long-term outlook on both stocks and bonds. 
Therefore, we do not expect to alter our portfolio mix of 60%-65% equities and 
35%-40% fixed income securities in the near-term.

As always, we appreciate your investment in Alliance Balanced Shares and look 
forward to reporting its progress to you in the coming periods.

Sincerely,


John D. Carifa
Chairman and President


Paul Rissman
Portfolio Manager


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


2



INVESTMENT OBJECTIVE AND POLICIES                      ALLIANCE BALANCED SHARES
_______________________________________________________________________________

Alliance Balanced Shares seeks a high return through a combination of current 
income and capital appreciation. It invests principally in a diversified 
portfolio of equity and fixed income securities such as common and preferred 
stocks, U.S. Government and agency obligations, bonds and senior debt 
securities.


INVESTMENT RESULTS
_______________________________________________________________________________

AVERAGE ANNUAL TOTAL RETURNS AS OF JULY 31, 1997

CLASS A SHARES
                             WITHOUT         WITH
                          SALES CHARGE   SALES CHARGE
                          ------------   ------------
One Year                      33.46%         27.80%
Five Years                    12.30%         11.32%
Ten Years                      9.66%          9.18%
 
CLASS B SHARES
                             WITHOUT         WITH
                          SALES CHARGE   SALES CHARGE
                          ------------   ------------
One Year                      32.34%         28.34%
Five Years                    11.42%         11.42%
Since Inception*              11.25%         11.25%
 
CLASS C SHARES
                             WITHOUT         WITH
                          SALES CHARGE   SALES CHARGE
                          ------------   ------------
One Year                      32.37%         31.37%
Since Inception*              12.08%         12.08%


Average annual total returns reflect reinvestment of dividends and/or capital 
gain distributions in additional shares, with and without the effect of the 
4.25% maximum front-end sales charge for Class A or applicable contingent 
deferred sales charge for Class B (4% year 1; 3% year 2; 2% year 3; 1% year 4); 
and for Class C shares (1% year 1). Returns for Class A shares do not reflect 
the imposition of the 1 year 1% contingent deferred sales charge for accounts 
over $1,000,000. Total return for Advisor Class shares will differ due to 
different expenses associated with that class.

Past performance does not guarantee future results. Investment return and 
principal value will fluctuate so that an investor's shares, when redeemed, may 
be worth more or less than their original cost.


*    Inception: 6/8/32, Class A; 2/4/91, Class B; 5/3/93, Class C.


3



                                                       ALLIANCE BALANCED SHARES
_______________________________________________________________________________

ALLIANCE BALANCED SHARES
GROWTH OF A $10,000 INVESTMENT
7/31/87 TO 7/31/97

$40,000
$36,000
$32,000
$28,000
$24,000
$20,000
$16,000
$12,000
$10,000
$8,000

S&P 500: $40,248 

BALANCED SHARES CLASS A: $24,071 

LB GOVERNMENT/CORPORATE BOND INDEX: $23,831 

SB 1-YEAR TREASURY INDEX: $18,809

7/31/87   7/31/88   7/31/89   7/31/90   7/31/91   7/31/92
7/31/93   7/31/94   7/31/95   7/31/96   7/31/97


This chart illustrates the total value of an assumed $10,000 investment in 
Alliance Balanced Shares Class A shares (from 7/31/87 to 7/31/97) as compared 
to the performance of an appropriate broad-based index. The chart reflects the 
deduction of the maximum 4.25% sales charge from the initial $10,000 investment 
in the Fund and assumes the reinvestment of dividends and capital gains. 
Performance for Class B, Class C and Advisor Class 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 &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 Index represents performance of Treasury 
bills with 1-year maturities. Of course, Treasury bills are guaranteed as to 
principal and interest if held to maturity whereas the net asset value of the 
Fund will fluctuate.

When comparing Alliance Balanced Shares to the indices shown above, you should 
note that no charges or expenses are reflected in the performance of the 
indices. 


Balanced Shares
S&P 500
LB Government/Corporate Bond Index
SB 1-Year Treasury Index


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

7/31/96
U.S. GOVERNMENT & MORTGAGES: 28.4%
STOCKS: 56.6%
CORPORATE BONDS: 12.0%
CASH: 3.0%

1/31/97
U.S. GOVERNMENT & MORTGAGES: 23.3%
STOCKS: 60.5%
CORPORATE BONDS: 15.6%
CASH: 0.6%

7/31/97
U.S. GOVERNMENT & MORTGAGES: 21.3%
STOCKS: 61.7%
CORPORATE BONDS: 13.9%
CASH: 3.1%


5



TEN LARGEST HOLDINGS
JULY 31, 1997                                          ALLIANCE BALANCED SHARES
_______________________________________________________________________________

                                                                    PERCENT OF
COMPANY                                               VALUE         NET ASSETS
- -------------------------------------------------------------------------------
U.S. Treasury Notes                                $23,801,974         16.2%
MBNA Corp.                                           3,543,750          2.4
RJR Nabisco Holdings Corp.                           3,445,312          2.3
ITT Corp.                                            3,196,875          2.2
Federal Home Loan Bank, 7.00%, 9/01/11               2,785,718          1.9
Time Warner, Inc.                                    2,728,125          1.9
American International Group, Inc.                   2,715,750          1.9
WorldCom, Inc.                                       2,634,895          1.8
MGIC Investment Corp.                                2,575,562          1.8
U.S. Treasury Bond, 6.625%, 2/15/27                  2,568,387          1.7
                                                   $49,996,348         34.1%


MAJOR PORTFOLIO CHANGES
SIX MONTHS ENDED JULY 31, 1997
_______________________________________________________________________________

                                                        SHARES OR PRINCIPAL
- -------------------------------------------------------------------------------
                                                                     HOLDINGS
PURCHASES                                              BOUGHT         7/31/97
- -------------------------------------------------------------------------------
Dao Heng Bank, Ltd., 7.75%, 1/24/07                  $2,000,000     $2,000,000
RJR Nabisco Holdings Corp.                              105,000        105,000
Turner Broadcasting Systems, Inc.,
  8.375%, 7/01/13                                    $2,040,000     $2,040,000
Tyco International, Ltd.                                 28,000         28,000
U.S. Treasury Bond, 6.625%, 2/15/27                  $2,460,000     $2,460,000
U.S. Treasury Note, 6.125%, 8/13/98                 $11,575,000    $11,575,000
U.S. Treasury Note, 6.25%, 4/30/01                   $4,450,000     $4,450,000
U.S. Treasury Note, 6.50%, 5/31/02                   $3,750,000     $3,750,000
U.S. Treasury Note, 6.875%, 5/15/06                  $2,650,000     $2,650,000
Zurich Capital Trust I, 8.376%, 6/01/37              $2,000,000     $2,000,000


                                                                      HOLDINGS
SALES                                                SOLD              7/31/97
- -------------------------------------------------------------------------------
Commonwealth of Australia, 7.50%, 9/15/09          3,300,000             -0-
Empresa Nacional de Electricidad, S.A.,
  7.875%, 2/01/27                                 $2,000,000             -0-
Federal National Mortgage Association,
  6.50%, 5/01/11                                  $5,760,200             -0-
Federal National Mortgage Association,
  7.00%, 4/01/26                                  $2,908,198             -0-
First Tennessee Capital I, 8.07%, 1/06/27         $2,100,000             -0-
Goldman Sachs Group, 7.80%, 7/15/02               $2,500,000             -0-
Morgan Stanley Asia Pacific Fund, Inc.               260,000             -0-
U.S. Treasury Note, 6.375%, 5/15/99               $2,880,000             -0-
U.S. Treasury Note, 7.00%, 4/15/99                $4,900,000             -0-
U.S. Treasury Note, 7.875%, 4/15/98               $4,500,000     $1,000,000


6



PORTFOLIO OF INVESTMENTS
JULY 31, 1997                                          ALLIANCE BALANCED SHARES
_______________________________________________________________________________

COMPANY                                          SHARES          VALUE
- -------------------------------------------------------------------------
COMMON STOCKS & OTHER INVESTMENTS-61.7%
FINANCE-15.7%
BROKERAGE & MONEY MANAGEMENT-1.8%
Morgan Stanley, Dean Witter, Discover & Co.      26,000    $   1,360,125
Salomon, Inc.                                    20,700        1,313,156
                                                             ------------
                                                               2,673,281

INSURANCE-6.1%
American International Group, Inc.               25,500        2,715,750
Life Re Corp.                                    39,500        2,162,625
Providian Financial Corp. (a)                    38,000        1,489,125
TIG Holdings, Inc.                                7,800          255,450
Travelers Group, Inc.                            32,000        2,302,000
                                                             ------------
                                                               8,924,950

MISCELLANEOUS-7.8%
American Express Co.                             20,000        1,675,000
Associates First Capital Corp. Cl.A              22,500        1,483,594
Beneficial Corp.                                 29,000        2,102,500
MBNA Corp.                                       78,750        3,543,750
MGIC Investment Corp.                            49,000        2,575,562
                                                             ------------
                                                              11,380,406
                                                             ------------
                                                              22,978,637

ENERGY-12.4%
DOMESTIC PRODUCTS-2.5%
Apache Corp.                                     26,500          934,125
Gulf Canada Resources, Ltd. (a)(b)              147,600        1,143,900
Louis Dreyfus Natural Gas Corp. (a)              50,800          806,450
Murphy Oil Corp.                                 15,000          780,938
                                                             ------------
                                                               3,665,413

OIL & GAS EXPLORATION-0.4%
Union Texas Petroleum, Inc.                      23,900          497,419

OIL SERVICE-9.5%
Baker Hughes, Inc.                               48,000        2,115,000
BJ Services Co. (a)                              18,700        1,215,500
Halliburton Co.                                  50,000        2,300,000
Nabors Industries, Inc. (a)                      33,900        1,059,375
Noble Drilling Corp. (a)                         56,500        1,585,531
Parker Drilling Co. (a)                         101,200        1,321,925
Santa Fe International Corp. (a)                 20,500          845,625
Schlumberger, Ltd.                               13,500        1,031,062
Transocean Offshore, Inc.                        18,900        1,543,894
USX-Marathon Group                               30,000          965,625
                                                             ------------
                                                              13,983,537
                                                             ------------
                                                              18,146,369

CONSUMER SERVICES-9.8%
BROADCASTING & CABLE-2.6%
Cablevision Systems Corp. Cl.A (a)               17,000        1,009,375
Nextel Communications, Inc. Cl.A (a)             46,100        1,110,722
Viacom, Inc. Cl.B (a)                             8,000          247,000
Westinghouse Electric Corp.                      60,000        1,443,750
                                                             ------------
                                                               3,810,847

ENTERTAINMENT & LEISURE-1.9%
Time Warner, Inc.                                50,000        2,728,125

HOTELS & RESTAURANTS-3.2%
Host Marriott Corp. (a)                          77,000        1,535,187
ITT Corp. (a)                                    50,000        3,196,875
                                                             ------------
                                                               4,732,062


7



PORTFOLIO OF INVESTMENTS (CONTINUED)                   ALLIANCE BALANCED SHARES
_______________________________________________________________________________

COMPANY                                          SHARES          VALUE
- -------------------------------------------------------------------------
RETAILING-2.1%
Dayton Hudson Corp.                              13,750    $     888,594
Federated Department Stores, Inc. (a)            40,800        1,787,550
Office Depot, Inc. (a)                           22,500          390,937
                                                             ------------
                                                               3,067,081
                                                             ------------
                                                              14,338,115

HEALTH CARE-5.6%
BIOTECHNOLOGY-0.6%
Centocor, Inc. (a)                               25,000          961,719
 
DRUGS-2.3%
Pfizer, Inc.                                     23,000        1,371,375
Warner-Lambert Co.                               14,700        2,053,406
                                                             ------------
                                                               3,424,781

MEDICAL PRODUCTS-0.6%
Steris Corp. (a)                                 22,400          863,100
 
MEDICAL SERVICES-2.1%
McKesson Corp.                                   12,000        1,040,250
Pacificare Health Systems Cl.B (a)               28,000        1,986,250
                                                             ------------
                                                               3,026,500
                                                             ------------
                                                               8,276,100

TECHNOLOGY-5.4%
COMPUTER HARDWARE-2.3%
Ceridian Corp. (a)                               50,700        2,218,125
Storage Technology Corp. (a)                     24,100        1,205,000
                                                             ------------
                                                               3,423,125

COMPUTER PERIPHERALS-0.4%
Seagate Technology, Inc. (a)                     15,250          626,203
 
SEMI-CONDUCTORS CAPITAL EQUIPMENT-0.2%
Teradyne, Inc. (a)                                4,600          215,050
 
SEMI-CONDUCTORS & RELATED-1.6%
Micron Technology, Inc.                          33,500        1,631,031
National Semiconductor Corp. (a)                 20,000          630,000
                                                             ------------
                                                               2,261,031

TELECOMMUNICATION EQUIPMENT-0.9%
Nokia Corp. (ADR)(c)                             16,000        1,370,000
                                                             ------------
                                                               7,895,409

CONSUMER STAPLES-4.0%
RETAIL/FOOD & DRUG-0.9%
Rite Aid Corp.                                   27,000        1,402,313
 
TOBACCO-3.1%
Loews Corp.                                      10,000        1,081,250
RJR Nabisco Holdings Corp.                      105,000        3,445,312
                                                             ------------
                                                               4,526,562
                                                             ------------
                                                               5,928,875

UTILITY-2.7%
Teleport Communications Group, Inc. Cl.A. (a)    35,000        1,380,313
WorldCom, Inc. (a)                               75,350        2,634,895
                                                             ------------
                                                               4,015,208

BASIC INDUSTRIES-1.6%
CHEMICALS-1.2%
Cytec Industries, Inc. (a)                       12,250          483,875
Monsanto Co.                                     24,500        1,220,406
                                                             ------------
                                                               1,704,281

PAPER & FOREST PRODUCTS-0.4%
Jefferson Smurfit Corp. (a)                      17,400          327,338
Stone Container Corp. (a)                        20,000          332,500
                                                             ------------
                                                                 659,838
                                                             ------------
                                                               2,364,119

MULTI INDUSTRY COMPANIES-1.6%
Tyco International, Ltd.                         28,000        2,268,000


8



                                                       ALLIANCE BALANCED SHARES
_______________________________________________________________________________

                                              SHARES OR
                                              PRINCIPAL
                                                AMOUNT
COMPANY                                          (000)           VALUE
- -------------------------------------------------------------------------
POLLUTION CONTROL-1.4%
WMX Technologies, Inc.                           64,500    $   2,064,000
 
TRANSPORTATION-1.3%
SHIPPING-1.3%
Knightsbridge Tankers, Ltd.                      41,200        1,143,300
Omi Corp. (a)                                    73,900          822,138
                                                             ------------
                                                               1,965,438

CONSUMER MANUFACTURING-0.2%
AUTO & RELATED-0.2%
Republic Industries, Inc. (a)                    14,600          359,525
Total Common Stocks & Other Investments
  (cost $66,152,902)                                          90,599,795

U.S. GOVERNMENT OBLIGATIONS-18.0%
U.S. Treasury Bond
  6.625%, 2/15/27                               $ 2,460        2,568,387
U.S. Treasury Notes
  6.125%, 8/31/98                                11,575       11,636,463
  6.25%, 4/30/01                                  4,450        4,511,187
  6.50%, 5/31/02                                  3,750        3,841,388
  6.875%, 5/15/06                                 2,650        2,796,996
  7.875%, 4/15/98                                 1,000        1,015,940
Total U.S. Government Obligations
  (cost $25,783,727)                                          26,370,361

YANKEE BONDS-8.5%
Dao Heng Bank, Ltd.
  7.75%, 1/24/07 (d)                              2,000        2,064,800
Perez Companc, S.A.
  8.125%, 7/15/07 (d)                             1,500        1,515,000
Quebec Province Canada
  7.125%, 2/09/24                                 2,000        2,016,400
RAS Laffan Liquefied Natural Gas
  8.294%, 3/15/14 (d)                             1,250        1,382,404
Reliance Industries, Ltd.
  10.375%, 6/24/16 (d)                            1,650        1,860,375
Russian Federation
  10.00%, 6/26/07 (d)                             1,500        1,539,375
Zurich Capital Trust I
  8.376%, 6/01/37 (d)                             2,000        2,171,874
Total Yankee Bonds
  (cost $12,002,757)                                          12,550,228
 
CORPORATE DEBT OBLIGATIONS-5.4%
FINANCIAL-2.8%
Ford Motor Credit Co.
  6.125%, 1/09/06                                 2,000        1,938,278
United Companies Financial Corp. 
  8.375%, 7/01/05                                 2,000        2,070,960
                                                             ------------
                                                               4,009,238

INDUSTRIAL-1.5%
Turner Broadcasting Systems, Inc.
  8.375%, 7/01/13                                 2,040        2,215,909
 
BANKING-1.1%
Dime Capital Trust I, Series A
  9.33%, 5/06/27                                  1,500        1,651,353
Total Corporate Debt Obligations
  (cost $7,534,649)                                            7,876,500
 
MORTGAGE-RELATED SECURITIES-3.3%
Federal Home Loan Bank
  7.00%, 9/01/11                                  2,750        2,785,718
Government National Mortgage Association
  7.50%, 3/15/27                                  1,007        1,024,237
  7.50%, 4/15/27                                    994        1,010,578
Total Mortgage-Related Securities
  (cost $4,686,591)                                            4,820,533


9



PORTFOLIO OF INVESTMENTS (CONTINUED)                   ALLIANCE BALANCED SHARES
_______________________________________________________________________________

                                              PRINCIPAL
                                                AMOUNT
COMPANY                                          (000)           VALUE
- -------------------------------------------------------------------------
COMMERCIAL PAPER-2.9%
Prudential Funding Corp.
  5.48%, 8/08/97                                $ 3,430    $   3,426,345
  5.55%, 8/06/97                                    800          799,384
Total Commercial Paper
  (amortized cost $4,225,729)                                  4,225,729
 
TOTAL INVESTMENTS-99.8%
  (cost $120,386,355)                                      $ 146,443,146
Other assets less liabilities-0.2%                               323,612
 
NET ASSETS-100%                                            $ 146,766,758


(a)  Non-income producing security.

(b)  Canadian holding.

(c)  Country of origin--Finland.

(d)  Securities exempt from registration under Rule 144A of the Securities Act 
of 1933. These securities may be resold in transactions exempt from 
registration, normally to certain qualified buyers. At July 31, 1997, the 
aggregate market value of these securities amounted to $10,533,828 representing 
7.2% of net assets.

     Glossary:
     ADR - American Depository Receipt

     See notes to financial statements.


10



STATEMENT OF ASSETS AND LIABILITIES
JULY 31, 1997                                          ALLIANCE BALANCED SHARES
_______________________________________________________________________________

ASSETS
  Investments in securities, at value (cost $120,386,355)        $ 146,443,146
  Cash                                                                  27,993
  Receivable for investment securities sold                          2,127,113
  Dividends and interest receivable                                    871,896
  Receivable for capital stock sold                                     83,879
  Total assets                                                     149,554,027
 
LIABILITIES
  Payable for investment securities purchased                        2,059,514
  Payable for capital stock redeemed                                   334,796
  Advisory fee payable                                                  75,330
  Distribution fee payable                                              47,322
  Accrued expenses                                                     270,307
  Total liabilities                                                  2,787,269
 
NET ASSETS                                                       $ 146,766,758
 
COMPOSITION OF NET ASSETS
  Capital stock, at par                                          $      91,162
  Additional paid-in capital                                       112,063,341
  Undistributed net investment income                                  384,796
  Accumulated net realized gain on investments and
    foreign currency transactions                                    8,170,668
  Net unrealized appreciation of investments                        26,056,791
                                                                 $ 146,766,758
 
CALCULATION OF MAXIMUM OFFERING PRICE
  CLASS A SHARES
  Net asset value and redemption price per share
    ($115,499,920 / 7,143,992 shares of capital stock
    issued and outstanding)                                             $16.17
  Sales charge--4.25% of public offering price                             .72
  Maximum offering price                                                $16.89

  CLASS B SHARES
  Net asset value and offering price per share
    ($24,191,887 / 1,527,970 shares of capital stock
    issued and outstanding)                                             $15.83

  CLASS C SHARES
  Net asset value and offering price per share
    ($5,510,171 / 347,492 shares of capital stock
    issued and outstanding)                                             $15.86

  ADVISOR CLASS SHARES
  Net asset value, redemption and offering price 
    per share ($1,564,780 / 96,761 shares of capital
    stock issued and outstanding)                                       $16.17


See notes to financial statements.


11



STATEMENT OF OPERATIONS
YEAR ENDED JULY 31, 1997                               ALLIANCE BALANCED SHARES
_______________________________________________________________________________

INVESTMENT INCOME
  Interest                                                        $  3,836,283
  Dividends (net of foreign taxes withheld of $5,211)   899,694   $  4,735,977

EXPENSES
  Advisory fee                                          828,903
  Distribution fee - Class A                            253,527
  Distribution fee - Class B                            204,078
  Distribution fee - Class C                             60,441
  Transfer agency                                       222,239
  Administrative                                        133,561
  Custodian                                             122,132
  Audit and Legal                                        99,331
  Registration                                           97,085
  Printing                                               60,821
  Directors' fees                                        33,500
  Miscellaneous                                          41,347
  Total expenses                                      2,156,965
  Less: expense offset arrangement (see Note B)         (16,623)
  Net expense                                                        2,140,342
  Net investment income                                              2,595,635

REALIZED AND UNREALIZED GAIN (LOSS) ON
  INVESTMENTS AND FOREIGN CURRENCY
  Net realized gain on investment transactions                       8,453,794
  Net realized gain on foreign currency transactions                    27,713
  Net change in unrealized appreciation (depreciation) of:
    Investments                                                     27,538,594
    Foreign currency                                                    (2,283)
Net gain on investments and foreign currency transactions           36,017,818

NET INCREASE IN NET ASSETS FROM OPERATIONS                        $ 38,613,453


See notes to financial statements.


12



STATEMENT OF CHANGES IN NET ASSETS                     ALLIANCE BALANCED SHARES
_______________________________________________________________________________

                                                    YEAR ENDED     YEAR ENDED
                                                     JULY 31,       JULY 31,
                                                       1997           1996
                                                   -------------  ------------
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS
  Net investment income                            $  2,595,635   $  3,133,713
  Net realized gain on investments and
    foreign currency transactions                     8,481,507     19,958,567
  Net change in unrealized appreciation
    (depreciation) of investments and
    foreign currency denominated assets
    and liabilities                                  27,536,311    (15,276,292)
Net increase in net assets from operations           38,613,453      7,815,988
 
DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS FROM:
  Net investment income
    Class A                                          (2,308,924)    (3,160,459)
    Class B                                            (341,037)      (358,703)
    Class C                                            (102,618)      (123,287)
    Advisor Class                                       (10,350)            -0-
  Net realized gain on investments
    Class A                                         (12,582,512)   (11,691,852)
    Class B                                          (2,409,113)    (1,628,196)
    Class C                                            (793,084)      (577,846)
    Advisor Class                                       (19,832)            -0-
 
CAPITAL STOCK TRANSACTIONS
  Net decrease                                         (335,371)    (5,439,472)
  Total increase (decrease)                          19,710,612    (15,163,827)

NET ASSETS
  Beginning of year                                 127,056,146    142,219,973
  End of year (including undistributed net
    investment income of $384,796 and
    $200,802, respectively)                        $146,766,758   $127,056,146


See notes to financial statements.


13



NOTES TO FINANCIAL STATEMENTS
JULY 31, 1997                                          ALLIANCE BALANCED SHARES
_______________________________________________________________________________

NOTE A: SIGNIFICANT ACCOUNTING POLICIES
Alliance Balanced Shares (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, Class C and Advisor Class shares. Class A 
shares are sold with a front-end sales charge of up to 4.25% for purchases not 
exceeding $1,000,000. With respect to purchases of $1,000,000 or more, Class A 
shares redeemed within one year of purchase will be subject to a contingent 
deferred sales charge of 1%. Class B shares are currently 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 purchased on or after July 1, 1996, are subject to a 
contingent deferred sales charge of 1% on redemptions made within the first 
year after purchase. Advisor Class shares are sold without an initial or 
contingent deferred sales charge and are not subject to ongoing distribution 
expenses. Advisor Class shares are offered to investors participating in fee 
based programs and to certain retirement plan accounts. All four classes of 
shares have identical voting, dividend, liquidation and other rights, except 
that each class bears different distribution expenses and has exclusive voting 
rights with respect to its distribution plan. The 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 that 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 and commitments under 
forward exchange currency contracts are translated into U.S. dollars at the 
mean of the quoted bid and asked price of such currencies against the U.S. 
dollar. Purchases and sales of portfolio securities are translated into U.S. 
dollars at the rates of exchange prevailing when such securities were acquired 
or sold. Income and expenses are translated into U.S. dollars at rates of 
exchange prevailing when accrued.

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

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

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

5. DIVIDENDS AND DISTRIBUTIONS
Dividends and distributions to shareholders are recorded on the ex-dividend 
date. Income and capital gains distributions are determined in accordance with 
federal tax 


14



                                                       ALLIANCE BALANCED SHARES
_______________________________________________________________________________

regulations and may differ from those determined in accordance with generally 
accepted accounting principles. To the extent these differences are permanent, 
such amounts are reclassified within the capital accounts based on their 
federal tax basis treatment; temporary differences, do not require such 
reclassification. During the current fiscal year, permanent differences, 
primarily due to foreign exchange gains, resulted in a net decrease in 
accumulated net realized gain on investments and foreign currency transactions 
and a corresponding increase in undistributed net investment income. This 
reclassification had no effect on net assets.


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. (the "Adviser") 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.

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, 1997, such reimbursement amounted to 
$133,561.

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 $151,926 for the year ended July 31, 1997.

In addition, for the year ended July 31, 1997, the Fund's expenses were reduced 
by $16,623 under an expense offset arrangement with Alliance Fund Services. 
Transfer Agency fees reported in the statement of operations exclude these 
credits.

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 $5,903 from the sales of Class A shares and $521, 
$34,203 and $1,445 in contingent deferred sales charges imposed upon 
redemptions by shareholders of Class A, Class B and Class C, respectively, for 
the year ended July 31, 1997.

Brokerage commissions paid on securities transactions for the year ended July 
31, 1997 amounted to $225,475, 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. There is no distribution fee on the Advisor 
Class 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 $1,533,382 and $463,860, 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.


15



NOTES TO FINANCIAL STATEMENTS (CONTINUED)              ALLIANCE BALANCED SHARES
_______________________________________________________________________________

NOTE D: INVESTMENT TRANSACTIONS
Purchases and sales of investment securities (excluding short term investments 
and U.S. government securities) aggregated $152,574,432 and $163,494,792, 
respectively, for the year ended July 31, 1997. There were purchases of 
$113,603,802 and sales of $118,754,328 of U.S. government and government agency 
obligations for the year ended July 31, 1997. 

At July 31, 1997, the cost of securities for federal income tax purposes was 
$120,416,909. Accordingly gross unrealized appreciation of investments was 
$26,475,557 and gross unrealized depreciation of investments was $449,320 
resulting in net unrealized appreciation of $26,026,237 excluding foreign 
currency.

The Fund incurred and elected to defer post October currency losses of $15,159 
for the year ended July 31, 1997.

1. FORWARD EXCHANGE CURRENCY CONTRACTS
The Fund enters into forward exchange currency contracts in order to hedge its 
exposure to changes in foreign currency exchange rates on its foreign portfolio 
holdings and to hedge certain firm purchase and sale commitments denominated in 
foreign currencies. A foreign exchange currency contract is a commitment to 
purchase or sell a foreign currency at a future date at a negotiated forward 
rate. The gain or loss arising from the difference between the original 
contracts and the closing of such contracts is included in net realized gains 
or losses on foreign currency transactions.

Fluctuations in the value of forward exchange currency contracts are recorded 
for financial reporting purposes as unrealized gains or losses by the Fund.

The Fund's custodian will place and maintain cash not available for investment 
or liquid assets in a separate account of the Fund having a value equal to the 
aggregate amount of the Fund's commitments under forward exchange currency 
contracts entered into with respect to position hedges.

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

At July 31, 1997, the Fund had no outstanding forward exchange currency 
contracts.

2. OPTION 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. There were no transactions in 
written options for the year ended July 31, 1997.


16



                                                       ALLIANCE BALANCED SHARES
_______________________________________________________________________________

NOTE E: CAPITAL STOCK 
There are 180,000,000 shares of $.01 par value capital stock authorized, 
divided into four classes, designated Class A, Class B, Class C and Advisor 
Class shares. Each class consists of 30,000,000 authorized shares. Transactions 
in capital stock were as follows:

                               SHARES                         AMOUNT
                    ---------------------------  ------------------------------
                      YEAR ENDED     YEAR ENDED    YEAR ENDED      YEAR ENDED
                       JULY 31,       JULY 31,      JULY 31,        JULY 31,
                         1997           1996          1997            1996
                     ------------  ------------  --------------  --------------
CLASS A
Shares sold              308,965       448,058   $   4,417,304   $   6,746,741
Shares issued in
  reinvestment of 
  dividends and
  distributions          872,819       836,417      12,031,921      12,060,428
Shares converted
  from Class B            37,939         6,918         545,801          99,012
Shares redeemed       (1,394,620)   (2,066,376)    (19,984,934)    (30,463,433)
Net decrease            (174,897)     (774,983)  $  (2,989,908)  $ (11,557,252)
 
CLASS B
Shares sold              414,263       430,446   $   5,850,511   $   6,327,512
Shares issued in
  reinvestment of 
  dividends and
  distributions          168,175       113,453       2,274,998       1,612,145
Shares converted
  to Class A             (38,679)       (6,961)       (545,801)        (99,012)
Shares redeemed         (349,522)     (216,587)     (4,922,989)     (3,180,587)
Net increase             194,237       320,351   $   2,656,719   $   4,660,058
 
CLASS C
Shares sold              116,909       157,902   $   1,671,934   $   2,334,144
Shares issued in
  reinvestment of 
  dividends and
  distributions           50,995        37,104         690,495         527,785
Shares redeemed         (261,860)      (96,534)     (3,718,421)     (1,404,207)
Net increase
  (decrease)             (93,956)       98,472   $  (1,355,992)  $   1,457,722


                     OCT. 2, 1996*               OCT. 2, 1996*
                          TO                         TO
                     JULY 31, 1997               JULY 31, 1997
                     ------------                --------------
ADVISOR CLASS
Shares sold               99,609                 $   1,393,347
Shares issued in
  reinvestment of 
  dividends and
  distributions            2,157                        30,179
Shares redeemed           (5,005)                      (69,716)
Net increase              96,761                 $   1,353,810


*    Commencement of distribution.


17



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
                                                            YEAR ENDED JULY 31,            THROUGH       ENDED
                                                 --------------------------------------    JULY 31,     SEPT. 30,
                                                     1997          1996         1995       1994(A)        1993
                                                 ------------  -----------  -----------  -----------  -----------
<S>                                              <C>           <C>          <C>          <C>          <C>
Net asset value, beginning of period               $14.01        $15.08       $13.38       $14.40        $13.20
 
INCOME FROM INVESTMENT OPERATIONS
Net investment income                                 .31(b)        .37          .46          .29           .34
Net realized and unrealized gain (loss)
  on investments                                     3.97           .45         1.62         (.74)         1.29
Net increase (decrease) in net asset
  value from operations                              4.28           .82         2.08         (.45)         1.63
 
LESS: DIVIDENDS AND DISTRIBUTIONS
Dividends from net investment income                 (.32)         (.41)        (.36)        (.28)         (.43)
Distributions from net realized gains               (1.80)        (1.48)        (.02)        (.29)           -0-
Total dividends and distributions                   (2.12)        (1.89)        (.38)        (.57)         (.43)
Net asset value, end of period                     $16.17        $14.01       $15.08       $13.38        $14.40
 
TOTAL RETURN
Total investment return based on net
  asset value (c)                                   33.46%         5.23%       15.99%       (3.21)%       12.52%
 
RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (000's omitted)        $115,500      $102,567     $122,033     $157,637      $172,484
Ratio of expenses to average net assets              1.47%(d)      1.38%        1.32%        1.27%(e)      1.35%
Ratio of net investment income to average
  net assets                                         2.11%         2.41%        3.12%        2.50%(e)      2.50%
Portfolio turnover rate                               207%          227%         179%         116%          188%
Average commission rate (f)                        $.0552            --           --           --            --
</TABLE>


See footnote summary on page 21.


18



                                                       ALLIANCE BALANCED SHARES
_______________________________________________________________________________

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

<TABLE>
<CAPTION>
                                                                             CLASS B
                                                 ---------------------------------------------------------------
                                                                                          OCT. 1,
                                                                                           1993        YEAR
                                                           YEAR ENDED JULY 31,            THROUGH      ENDED
                                                 -------------------------------------    JULY 31,    SEPT. 30,
                                                     1997         1996         1995       1994(A)       1993
                                                 ------------  ----------  -----------  -----------  -----------
<S>                                              <C>           <C>         <C>          <C>          <C>
Net asset value, beginning of period               $13.79       $14.88       $13.23       $14.27       $13.13

INCOME FROM INVESTMENT OPERATIONS
Net investment income                                 .19(b)       .28          .30          .22          .29
Net realized and unrealized gain (loss)
  on investments                                     3.89          .42         1.65         (.75)        1.22
Net increase (decrease) in net asset
  value from operations                              4.08          .70         1.95         (.53)        1.51
LESS: DIVIDENDS AND DISTRIBUTIONS
Dividends from net investment income                 (.24)        (.31)        (.28)        (.22)        (.37)
Distribution from net realized gains                (1.80)       (1.48)        (.02)        (.29)          -0-
Total dividends and distributions                   (2.04)       (1.79)        (.30)        (.51)        (.37)
Net asset value, end of period                     $15.83       $13.79       $14.88       $13.23       $14.27
TOTAL RETURN
Total investment return based on net
  asset value (c)                                   32.34%        4.45%       15.07%       (3.80)%      11.65%
RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (000's omitted)         $24,192      $18,393      $15,080      $14,347      $12,789
Ratio of expenses to average net assets              2.25%(d)     2.16%        2.11%        2.05%(e)     2.13%
Ratio of net investment income to
  average net assets                                 1.32%        1.61%        2.30%        1.73%(e)     1.72%
Portfolio turnover rate                               207%         227%         179%         116%         188%
Average commission rate (f)                        $.0552           --           --           --           --
</TABLE>


See footnote summary on page 21.


19



FINANCIAL HIGHLIGHTS (CONTINUED)                       ALLIANCE BALANCED SHARES
_______________________________________________________________________________

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

<TABLE>
<CAPTION>
                                                                             CLASS C
                                                 ---------------------------------------------------------------
                                                                                          OCT. 1,
                                                                                           1993        YEAR
                                                           YEAR ENDED JULY 31,            THROUGH      ENDED
                                                 -------------------------------------    JULY 31,    SEPT. 30,
                                                     1997         1996         1995       1994(A)       1993
                                                 -----------  -----------  -----------  -----------  -----------
<S>                                              <C>          <C>          <C>          <C>          <C>
Net asset value, beginning of period               $13.81       $14.89       $13.24       $14.28       $13.63

INCOME FROM INVESTMENT OPERATIONS
Net investment income                                 .20(b)       .26          .30          .24          .11
Net realized and unrealized gain (loss)
  on investments                                     3.89          .45         1.65         (.77)         .71
Net increase (decrease) in net asset
  value from operations                              4.09          .71         1.95         (.53)         .82

LESS: DIVIDENDS AND DISTRIBUTIONS
Dividends from net investment income                 (.24)        (.31)        (.28)        (.22)        (.17)
Distributions from net realized gains               (1.80)       (1.48)        (.02)        (.29)          -0-
Total dividends and distributions                   (2.04)       (1.79)        (.30)        (.51)        (.17)
Net asset value, end of period                     $15.86       $13.81       $14.89       $13.24       $14.28

TOTAL RETURN
Total investment return based on net
  asset value (c)                                   32.37%        4.52%       15.06%       (3.80)%       6.01%

RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (000's omitted)          $5,510       $6,096       $5,108       $6,254       $1,487
Ratios of expenses to average net assets             2.23%(d)     2.15%        2.09%        2.03%(e)     2.29%(e)
Ratios of net investment income to
  average net assets                                 1.37%        1.63%        2.32%        1.81%(e)     1.47%(e)
Portfolio turnover rate                               207%         227%         179%         116%         188%
Average commission rate (f)                        $.0552           --           --           --           --
</TABLE>


See footnote summary on page 21.


20



                                                       ALLIANCE BALANCED SHARES
_______________________________________________________________________________

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

                                                              ADVISOR CLASS
                                                            OCTOBER 2, 1996(G)
                                                                    TO
                                                              JULY 31, 1997
                                                            ------------------
Net asset value, beginning of period                              $14.79

INCOME FROM INVESTMENT OPERATIONS
Net investment income (b)                                            .23
Net realized and unrealized gain on investments                     3.22
Net increase in net asset value from operations                     3.45

LESS: DIVIDENDS AND DISTRIBUTIONS
Dividends from net investment income                                (.27)
Distributions from net realized gains                              (1.80)
Total dividends and distributions                                  (2.07)
Net asset value, end of period                                    $16.17

TOTAL RETURN
Total investment return based on net asset value (c)               25.96%

RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (000's omitted)                         $1,565
Ratio of expenses to average net assets (d)(e)                      1.30%
Ratio of net investment income to average net assets (e)            2.15%
Portfolio turnover rate                                              207%
Average commission rate (f)                                       $.0552


(a)  The Fund changed its fiscal year end from September 30 to July 31.

(b)  Based on average shares outstanding.

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

(d)  Ratio reflects expenses grossed up for expense offset arrangement with the 
transfer agent. For the year ended July 31, 1997, the net expense ratio was 
1.46%, 2.24%, 2.22% and 1.29% for Class A, B, C and Advisor Class shares, 
respectively.

(e)  Annualized.

(f)  For fiscal year beginning on or after September 1, 1995, a fund is 
required to disclose its average commission rate per share for trades on which 
commissions are charged.

(g)  Commencement of distribution.


21



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, and the related statements 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, 1997, the results of its operations for the year then ended, the 
changes in its net assets for each of the two years in the period then ended 
and the financial highlights for each of the 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, 1997 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 17, 1997


22



                                                       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)
DONALD J. ROBINSON (1)

OFFICERS
BRUCE W. CALVERT, EXECUTIVE VICE PRESIDENT
KATHLEEN CORBET, SENIOR VICE PRESIDENT
THOMAS J. BARDONG, VICE PRESIDENT
MATTHEW D. BLOOM, VICE PRESIDENT
DANIEL V. PANKER, VICE PRESIDENT
EDMUND P. BERGAN, JR., SECRETARY
MARK D. GERSTEN, TREASURER & CHIEF FINANCIAL OFFICER
VINCENT S. NOTO, 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.


23



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

ALLIANCE CAPITAL

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

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

BALAR




© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission