ALLIANCE MORTGAGE SECURITIES INCOME FUND INC
N-30B-2, 1995-03-29
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<PAGE>
BULK RATE
U.S. POSTAGE
PAID
New York, NY.
Permit No. 8048

Alliance 
Mortgage 
Securities
Income Fund

        Annual Report
        December 31, 1994

Alliance Mortgage Securities Income Fund
1345 Avenue of the Americas
New York, NY  10105
(800) 221-5672


(Alliance Capital Logo)
Mutual funds without Mystery(R)




This report is distributed solely to shareholders of the Fund 
and is not to be used as sales literature. 
(R)These registered service marks used under license from the owner, 
Alliance Capital Management L.P. 
MORAR







<PAGE>
Letter To Shareholders 
Alliance Mortgage Securities Income Fund 

February 6, 1995 
Dear Shareholder: 
   
This past year was one of the most disappointing years on record for investors
in taxable bond funds. Alliance Mortgage Securities Income Fund, after 10
consecutive years of positive total return performance must, regrettably, report
a negative total return for the year. For the twelve months ended December 31,
1994, total returns for Alliance Mortgage Securities Income Fund were -6.14%
(Class A) and -6.84% (Class B and Class C), based on the net asset values. This
compares with a return of -1.61% for the unmanaged Lehman Brothers Mortgage-
Backed Securities Index over the same period. Over the last six months, your 
Fund returned +0.61% (Class A) and +0.25% (Class B and Class C), based on the 
net asset values, versus +0.51% for the index. Additional investment results 
for your Fund appear on page 3.
    

HIGHER INTEREST RATES IMPACT 
MORTGAGE MARKET 
Throughout the year, the Federal Reserve has tightened monetary policy to 
reflect its view that inflation is a serious concern. By the end of December, 
the Federal Reserve had raised short-term interest rates six times. During 
1994, two- year Treasury yields rose from 4.23% to 7.77% and 10-year Treasury 
yields rose from 5.79% to 7.82%. Relative performance has been largely driven 
by duration (price sensitivity to changes in interest rates) and within the 
mortgage market, the probability that prepayments will continue to slow as a 
result of higher interest rates. Funds with longer durations, such as 
Alliance Mortgage Securities Income Fund, have generally been negatively 
affected by these market trends. The Fund ended the period with a duration of 
4.7 years. 

PORTFOLIO ALLOCATION 
Over the past six months the Fund was repositioned to reduce its exposure to 
the impact of rising interest rates. Most notably we increased the percentage 
of asset-backed floating rate securities and adjustable rate mortgages 
(ARMs), while trimming fixed-rate mortgage and Treasury positions. These 
changes reflect our view that ARMs will outperform comparable maturity 
Treasury securities, even in an environment of higher short-term rates. 
Finally, discount GNMA pass-through mortgages continue to represent a 
significant portion of the Fund. It is our expectation that the demand for 
these securities will outpace supply, which should lead to meaningful price 
appreciation. 

INVESTMENT OUTLOOK 
We expect the Federal Reserve will maintain its focus on containing 
inflationary pressures. Consequently, it likely will continue raising 
interest rates until GDP growth is reduced to a non-inflationary level, 
estimated to be 2.5% or less on an annual basis. As higher interest rates 
work their way through the economy, growth should moderate from the pace of 
1994. Prices at the early stages of the production cycle have increased, and 
it is likely that overall inflation indices will experience some cyclical 
pressures in 1995. However, we expect domestic inflation to peak at 4%, which 
implies that bonds offer attractive real returns at current prices. 

In this economic environment, mortgage assets should continue to perform well 
compared with Treasury securities. Prepayments should continue to decline 
over the next several months due to seasonal declines and the impact of 
higher mortgage rates. Origination activity for both refinancings and 
purchases should continue to decline, further reducing the available supply 
of mortgages. Combined with lower volatility, these factors brighten our 
outlook for the mortgage market in 1995. 

We believe Alliance Mortgage Securities Income Fund represents an attractive 
opportunity for investors seeking a high level of current income. The Fund 
has outperformed a majority of its competitor funds over the last 10 years by 
investing in securities of the highest quality and which we believe offer 
superior total return potential. We 
believe that this investment strategy will continue to benefit shareholders 
<PAGE>
over the next year. 

We appreciate your investment in Alliance Mortgage Securities Income Fund and 
look forward to reporting its progress to you in the coming months. 

Sincerely, 

[Signature of John D. Carifa] 
John D. Carifa 
Chairman and President 

[Signature of Patricia J. Young] 
Patricia J. Young 
Senior Vice President 

[Signature of Paul A. Ullman] 
Paul A. Ullman 
Vice President 

<PAGE>
Investment Results 
Alliance Mortgage Securities Income Fund 

Average Annual Total Return as of December 31, 1994 

                             -------------------- 
                                CLASS A SHARES 
                             -------------------- 

<TABLE>
<CAPTION>
                               Without                  With 
                             Sales Charge          Sales Charge 
<S>                             <C>                   <C>
[bullet] One Year               -6.14%                -10.11% 
[bullet] Five 
  Years                         +7.37                  +6.44 
[bullet] Ten Years              +8.89                  +8.42 
[bullet] SEC Yield               6.78% 
</TABLE>

                             -------------------- 
                                CLASS B SHARES 
                             -------------------- 

<TABLE>
<CAPTION>
                                 Without               With 
                              Sales Charge         Sales Charge 
<S>                              <C>                  <C>
[bullet] One Year                -6.84%               -9.46% 
[bullet] Since Inception*        +3.27                +2.98 
[bullet] SEC Yield                6.45% 

</TABLE>

                             -------------------- 
                                CLASS C SHARES 
                             -------------------- 
<TABLE>
<CAPTION>
<S>                               <C>
 [bullet] One Year                -6.84% 
[bullet] Since Inception*         -1.68 
[bullet] SEC Yield                 6.45% 
</TABLE>

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 sales charge (Class A) or 3% contingent deferred sales 
charge (Class B); 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. 
Yields are for the 30 days ended December 31, 1994. 

*Inception: 1/8/93, Class B; 5/3/93, Class C. 

<PAGE>
<TABLE>
<CAPTION>
                         1            2             3              4 
1                                  Mort Sec    ML 7-10 Yr     Lipper Avg
<S>               <C>                <C>         <C>            <C>
2                 12/31/84            9578       11422          10000 
3                 12/31/85           11336       14519          11546 
4                 12/31/86           12604       17224          12868 
5                 12/31/87           13044       17096          13199 
6                 12/31/88           14171       18332          14172 
7                 12/31/89           15726       21303          15938 
8                 12/31/90           17457       23067          17479 
9                 12/31/91           20153       27106          20041 
10                12/31/92           21711       29205          21232 
11                12/31/93           23914       32929          22770 
12                12/31/94           22446       31071          22034 
</TABLE>

<PAGE>
Portfolio of Investments 
December 31, 1994 
   
<TABLE>
<CAPTION>
                                    Principal 
                                     Amount 
                                     (000)               Value 
<S>                                  <C>            <C>
MORTGAGE RELATED SECURITIES--98.3% 
GOVERNMENT NATIONAL 
   MORTGAGE ASSOCIATION--69.8% 
6.50%, 6/15/08-7/15/09 (a)           $ 97,892       $   89,448,870 
7.00%, 12/15/22-8/15/24               242,648          217,776,833 
7.00% *(c)                            140,000          137,410,000 
7.50%, 4/15/17-2/15/24                381,432          353,896,286 
8.00%, 4/15/17-10/15/24                46,692           44,634,592 
8.50%, 5/15/16-12/15/24               223,915          219,996,015 
9.00%, 4/15/16                              6                6,101 
10.00%, 10/01/17-6/01/20                2,111            2,176,801 
11.00%, 1/01/01(a)                         19               19,418 
11.50%, 3/15/10-11/01/15                1,639            1,768,343 
12.00%, 2/15/14-12/01/15                  461              502,841 
12.50%, 3/15/11-5/15/15                   438              482,322 
13.00%, 1/01/11-11/01/14                  949            1,069,770 
13.00%, 11/15/99-1/15/00                   41               43,229 
13.50%, 5/15/10-10/15/14                  899            1,022,548 
Total Government National 
Mortgage Association 
  (cost $1,128,351,632)                              1,070,253,969 
COLLATERALIZED MORTGAGE 
   OBLIGATIONS--14.3% 
Donaldson, Luftkin & Jenrette 
Series 1994-10 1A 
  5.755%, 5/25/24(c)                   43,670           43,097,882 
Series 1994-QE1 
  6.462%, 4/25/24(c)                   18,369           18,196,783 
Series 1994-Q12 Cl.A 6.467%, 
  9/25/24(c)                           63,908           64,425,741 
Series 1994-QE2 Cl.A 6.587%, 
  7/25/24(c)                           29,668           29,353,248 
FNMA Series 1993-196SC 2.891%, 
  10/25/08                             11,763            6,499,159 
Saxon Mortgage Securities Corp. 
Series 1993-7A 
  5.972%, 8/25/23(c)                   58,919           57,775,557 
Total Collateralized Mortgage 
   Obligations 
   (cost $223,559,899)                                 219,348,370 
FEDERAL HOME LOAN 
   MORTGAGE CORP.--7.9% 
5.69%, 10/01/24(c)(e)                $ 54,463       $   53,934,690 
5.71%, 12/01/24(c)(e)                  46,902           46,066,972 
11.50%, 10/01/10-6/01/20                5,919            6,246,332 
12.25%, 8/01/13-7/01/14                 1,242            1,315,946 
12.50%, 6/01/19-6/15/19                 7,790            8,724,362 
12.75%, 6/01/12-2/01/14                   393              439,670 
13.00%, 5/01/14-12/01/18                3,044            3,439,551 
13.50%, 1/01/12-10/01/16                  822              934,783 
14.75%, 3/01/10                           102              116,493 
Total Federal Home Loan 
   Mortgage Corp. 
   (cost $120,782,367)                                 121,218,799 

FEDERAL NATIONAL MORTGAGE  ASSOCIATION--6.2% 
5.71%, 12/01/24(e)                     86,748           85,438,141 
5.87%*                                  6,300            6,192,703 
6.25%*                                  2,500            2,483,500 
12.00%, 2/01/98-7/01/00(a)                 87               94,467 
Total Federal National 
   Mortgage Association 
   (cost $94,228,141)                                   94,208,811 

STRIPPED MORTGAGE BACKED  SECURITIES--0.1% 
FNMA Series 1990-145B  10.00%, 
  12/25/20 (Ioette)(b)(d) 
  (cost $1,874,360)                     1,874            1,814,660 
Total Mortgage-Related 
   Securities 
   (cost $1,568,796,399)                             1,506,844,609 
<PAGE>
ASSET BACKED SECURITIES--13.2% 
Lehman Card Account Trust 
   Series 1994-1A2 
   6.353%, 12/31/00                   $85,550       $   85,353,235 
LINCS Series 1994-2  7.292%, 
  8/10/95                              89,100           85,981,500 
MBNA Master Credit Card  Trust 
  Series 1994-CA 6.375%, 
  3/15/03                              11,300           11,287,640 
World Omni Wholesale  Master 
  Trust Series 1994-1A 5.825%, 
  10/25/01                            $20,600       $   20,575,280 

Total Asset Backed Securities 
   (cost $206,533,601)                                 203,197,655 

TOTAL INVESTMENTS--111.5% 
(cost $1,775,330,000)                                1,710,042,264 
Other assets less liabilities--(11.5%)                (176,396,770) 
NET ASSETS--100%                                    $1,533,645,494 
</TABLE>
------------------------------------------------------------------------------- 
    
   
* Securities to be announced at a future date. 
(a) 15 year mortgage. 
(b) Yield to maturity at 12/31/94. 
(c) Adjustable rate mortgages stated interest rate in effect at 12/31/94. 
(d) Illiquid Security (See Notes A&E) 
(e) Securities, or a portion thereof, segregated to collaterize reverse
    repurchase agreements with an aggregate market value of approximately
    $141,788,000.

Glossary of Terms: 
Ioette--Interest only. 
LINCS--Linked Certificates. 

See notes to financial statements. 
    
<PAGE>
Statement Of Assets And Liabilities 

December 31, 1994
   
<TABLE>
<CAPTION>
<S>                                                                          <C>
ASSETS 
Investments in securities, at value (cost $1,775,330,000)                    $1,710,042,264 
Cash                                                                              2,681,722 
Receivable for investment securities sold                                       109,914,888 
Interest receivable                                                              11,433,486 
Margin deposits, at value                                                           526,376 
Receivable for capital stock sold                                                   428,170 
Miscellaneous receivable                                                          1,488,418 
Other assets                                                                         59,950 
Total assets                                                                  1,836,575,274 
LIABILITIES 
Payable for investment securities purchased                                     146,167,172 
Reverse repurchase agreement                                                    141,787,997 
Payable for capital stock redeemed                                                8,410,880 
Dividends payable                                                                 4,716,760 
Payable to advisor                                                                1,329,557 
Distribution fee payable                                                            126,025 
Accrued expenses                                                                    391,389 
Total liabilities                                                               302,929,780 
NET ASSETS                                                                   $1,533,645,494 
COMPOSITION OF NET ASSETS 
Capital stock, at par                                                        $    1,886,582 
Additional paid-in capital                                                    1,816,266,321 
Distributions in excess of net investment income                                 (4,716,760) 
Accumulated net realized loss                                                  (214,834,606) 
Net unrealized depreciation of investments and futures contracts                (64,956,043) 
                                                                             $1,533,645,494 
CALCULATION OF MAXIMUM OFFERING PRICE 
 Class A Shares 
Net asset value and redemption price per share 
 ($553,888,826/68,156,025 shares of capital stock issued and 
  outstanding)                                                                        $8.13 
Sales charge--4.25% of public offering price                                            .36 
Maximum offering price                                                                $8.49 
 Class B Shares 
Net asset value and offering price per share 
 ($921,418,434/113,326,059 shares of capital stock issued and 
  outstanding)                                                                        $8.13 
 Class C Shares 
Net asset value, redemption and offering price per share 
 ($58,338,234/7,176,159 shares of capital stock issued and outstanding)               $8.13 
</TABLE>
------------------------------------------------------------------------------- 
See notes to financial statements. 
    
<PAGE>
   
Statement Of Operations 
Year Ended December 31, 1994 
    
   
<TABLE>
<S>                                                                               <C>                <C> 
INVESTMENT INCOME 
Interest                                                                          $135,681,863 
Fee income                                                                          24,200,952        $ 159,882,815 
EXPENSES 
Advisory fee                                                                         9,602,296 
Distribution fee-Class A                                                             2,121,503 
Distribution fee-Class B                                                            11,940,916 
Distribution fee-Class C                                                               847,425 
Transfer agency                                                                      2,360,033 
Custodian                                                                              541,652 
Administrative                                                                         312,246 
Printing                                                                               226,353 
Registration                                                                           145,758 
Audit and legal                                                                        104,090 
Taxes                                                                                  101,822 
Directors' fees                                                                         23,008 
Miscellaneous                                                                           58,620 
Total expenses before interest                                                      28,385,722 
Interest expense                                                                     6,230,797           34,616,519 
Net investment income                                                                                   125,266,296 
REALIZED AND UNREALIZED LOSS ON INVESTMENTS 
Net realized loss on investments                                                                       (211,057,813) 
Net change in unrealized appreciation of investments and futures contracts                              (66,518,327) 
Net loss on investments                                                                                (277,576,140) 
NET DECREASE IN NET ASSETS FROM OPERATIONS                                                            $(152,309,844) 
</TABLE>
    
Statement Of Changes In Net Assets 

   
<TABLE>
<CAPTION>
                                                                Year Ended         Year Ended 
                                                               December 31,        December 31 
                                                                   1994               1993 
<S>                                                           <C>                  <C>
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS 
Net investment income                                         $  125,266,296       $  151,036,842 
Net realized gain (loss) on investments                         (211,057,813)          63,117,975 
Net change in unrealized appreciation of investments             (66,518,327)         (12,977,674) 
Net increase (decrease) in net assets from operations           (152,309,844)         201,177,143 
DIVIDENDS TO SHAREHOLDERS FROM: 
Net investment income 
 Class A                                                         (47,603,015)         (60,839,106) 
 Class B                                                         (71,792,708)         (88,476,279) 
 Class C                                                          (5,089,134)          (1,721,457) 
Dividends in excess of net investment income 
 Class A                                                                -0-            (1,801,767) 
 Class B                                                                -0-            (2,620,249) 
 Class C                                                                -0-               (50,981) 
Tax return of capital distribution 
 Class A                                                          (1,891,214)                -0- 
 Class B                                                          (2,852,244)                -0- 
 Class C                                                            (202,186)                -0- 
CAPITAL STOCK TRANSACTIONS 
Net increase (decrease)                                         (578,709,664)         404,573,446 
Total increase (decrease)                                       (860,450,009)         450,240,750 
NET ASSETS 
Beginning of year                                              2,394,095,503        1,943,854,753 
End of year                                                   $1,533,645,494       $2,394,095,503 
</TABLE>
------------------------------------------------------------------------------- 
See notes to financial statements. 

<PAGE>
    
NOTES TO FINANCIAL STATEMENTS

December 31, 1994 

NOTE A: Significant Accounting Policies 
Alliance Mortgage Securities Income Fund, Inc. (the "Fund") is registered 
under the Investment Company Act of 1940 as a diversified open-end 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 3.00% to 
zero depending on the period of time the shares are held. Class B shares will 
automatically convert to Class A shares six 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 
Fixed-income securities are valued on the basis of prices provided by a 
pricing service and brokers. However, securities which are traded 
over-the-counter and on a national securities exchange may be valued 
according to the broadest and most representative market. It is expected 
that, for the fixed-income securities and options in which the Fund invests, 
this ordinarily will be the over-the-counter market. Securities not priced in 
this manner are valued at the latest quoted bid price, or when exchange 
valuations are used, at the latest quoted sale price on the day of valuation. 

If there is no such reported sale, the latest quoted bid price will be used. 
Other securities for which quotations are not readily available or illiquid 
securities will be valued in good faith at fair value using methods 
determined by the Board of Directors. In determining fair value, 
consideration is given to cost, operations and other financial data. 
Securities which mature in 60 days or less are valued at amortized cost, 
which approximates market value. 

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

3. Investment Income and Security Transactions 
Interest income is accrued daily. Fee income is generated by participating in 
forward commitments, in which the Fund agrees to the delayed settlement of 
securities. By agreeing to the delayed settlement of securities, the Fund 
receives a fee from the seller. The fee is accrued from the settlement date 
of the associated sale transaction to the purchase settlement date. Security 
transactions are accounted for on the date the securities are purchased or 
sold. The Fund accretes original issue discount as adjustments to interest 
income. Security gains or losses are determined on the identified cost basis. 

   
4. Dividends and Distributions 
Dividends and distributions to shareholders are recorded on the ex-dividend 
date. Income dividends and capital gains distributions are determined in 
accordance with income tax regulations. Such amounts may differ from income 
and capital gains recorded in accordance with generally accepted accounting 
principles. As a result of a tax return of capital distribution a 
reclassification was made to decrease additional paid in capital by 
$4,945,644. 
    
   
5. Financial Futures Contracts 
The Fund may buy or sell interest rate futures contracts for the purpose of
hedging its portfolio against adverse effects of anticipated movements in the
market. Upon entering into a contract, the Fund deposits and maintains as
collateral such initial margin as required by the exchange on which the
transaction is effected. Pursuant to the contract, the Fund agrees to receive
from or pay to the broker an amount of cash equal to the daily fluctuation in
the value of the contract. Such receipts or payments are known as variation
margin and are recorded by the Fund as unrealized gains or losses. When the
contract is closed, the Fund records a realized gain or loss equal to the
difference between the value of the contract at the time it was opened and the
time it was closed.
    
<PAGE>
NOTE B: Advisory Fee and Other Transactions with Affiliates 
Under the terms of an investment advisory agreement, the Fund pays Alliance 
Capital Management L.P., (the "Adviser") an advisory fee at a quarterly rate 
equal to .1375 of 1% (approximately .55 of 1% on an annual basis) of the 
first $500 million of the Fund's net assets and .125 of 1% (approximately .50 
of 1% on an annual basis) of its net assets over $500 million, valued on the 
last business day of the previous quarter. 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 fee, and extraordinary expenses) in any year exceed 1% of its 
average daily net assets for such year. No such reimbursement was required 
for the year ended December 31, 1994. Pursuant to the advisory agreement, the 
Fund paid $312,246 to the Adviser representing the cost of certain legal and 
accounting services provided to the Fund by the Adviser for the year ended 
December 31, 1994. 
The Fund compensates Alliance Fund Services, Inc. (a wholly- owned subsidiary 
of the Adviser) under a Transfer Agency Agreement for providing personnel and 
facilities to perform transfer agency services for the Fund. Such 
compensation amounted to $1,571,545 for the year ended December 31, 1994. 

Alliance Fund Distributors, Inc. (a wholly-owned subsidiary of the Adviser) 
serves as the Distributor of the Fund's capital stock. The Distributor 
received front-end sales charges of $68,298 from the sales of Class A shares 
and $3,792,887 in contingent deferred sales charge imposed upon redemptions 
by shareholders of Class B shares for the year ended December 31, 1994. 

NOTE C: Distribution Services Agreement 
The Fund has adopted a Distribution Services Agreement (the "Agreement") 
pursuant to Rule 12b-1 under the Investment Company Act of 1940. Under the 
Agreement, the Fund pays a distribution fee to the Distributor at an annual 
rate of up to .30 of 1% of the Fund's average daily net assets attributable 
to Class A shares and 1% of the average daily net assets attributable to 
Class B and Class C shares. Such fee is accrued daily and paid monthly. The 
Agreement provides that the Distributor will use such payments in their 
entirety for distribution assistance and promotional activities. The 
Distributor has incurred expenses in excess of the distribution costs 
reimbursed by the Fund in the amount of $16,372,116 and $1,459,018 for Class 
B and C shares, respectively; such costs may be recovered from the Fund in 
future periods so long as the Agreement is in effect. In accordance with the 
Agreement, there is no provision for recovery of unreimbursed distribution 
costs, incurred by the Distributor, beyond the current fiscal year for Class 
A shares. The Agreement also provides that the Adviser may use its own 
resources to finance the distribution of the Fund's shares. 

   
NOTE D: Investment Transactions 
Purchases and sales of investment securities (excluding short-term 
investments) aggregated $9,169,227,083 and $10,513,982,423, respectively, for 
the year ended December 31, 1994. 
    
   
At December 31, 1994 the cost of securities for federal income tax purposes 
was the same as the cost for financial reporting purposes. Accordingly, gross 
unrealized appreciation of investments was $80,374,903 and gross unrealized 
depreciation of investments and financial futures was $145,330,946 resulting in 
net unrealized depreciation of $64,956,043. For federal income tax purposes, 
the Fund had a capital loss carryforward at December 31, 1994 of $215,166,300 
of which $3,776,793 expires in 1998 and $211,389,507 expires in 2002. 
    
<PAGE>
NOTE E: Illiquid Security 
<TABLE>
<CAPTION>
                                Date 
                              Acquired         Cost            Value 
<S>                            <C>           <C>              <C>
FNMA Series 1990-145B.         10/29/90      $1,874,360       $1,814,660 
</TABLE>
   
The security shown above is illiquid and has been valued at fair value in 
accordance with the procedures discribed in Note A.

The value of the security at December 31, 1994 represents 0.1% of net 
assets. 
    

NOTE F: Capital Stock 
There are 1,800,000,000 shares of $.01 par value capital stock authorized 
designated Class A, Class B and Class C shares. Each class consists of 
600,000,000 authorized shares. Transactions in capital stock were as follows: 

<TABLE>
<CAPTION>
                                          Shares                             Amount 
                               Year Ended      Year Ended         Year Ended         Year Ended 
                              December 31,     December 31,      December 31,       December 31, 
Class A                           1994            1993               1994               1993 
<S>                          <C>               <C>             <C>                 <C>
Shares sold                    4,590,689        19,997,415     $  40,889,085       $ 185,928,556 
Shares issued in 
  reinvestment of 
  dividends                    3,056,141         4,174,239        26,209,764          38,845,054 
Shares redeemed              (30,797,504)      (19,892,875)     (261,551,480)       (185,308,234) 
Net increase 
  (decrease)                 (23,150,674)        4,278,779     $(194,452,631)      $   39,465,376 
Class B 
Shares sold                   10,395,450        52,539,225     $  93,124,118       $ 488,077,762 
Shares issued in 
  reinvestment of 
  dividends                    4,486,737         5,427,008        38,565,381          50,489,944 
Shares redeemed              (58,134,672)      (28,527,598)     (495,029,365)       (265,857,531) 
Net increase 
  (decrease)                 (43,252,485)       29,438,635     $(363,339,866)      $ 272,710,175 
</TABLE>

<TABLE>
<CAPTION>
                               Year Ended       May 3, 1993*       Year Ended       May 3, 1993* 
                              December 31,     to December 31,    December 31,       to December 
Class C                           1994              1993             1994            31, 1993 
<S>                           <C>               <C>              <C>                <C>
Shares sold                    6,008,369        12,511,499       $ 53,836,318       $116,937,320 
Shares issued in 
  reinvestment of 
  dividends                      433,318           119,876          3,731,183          1,118,470 
Shares redeemed               (9,142,915)       (2,753,988)       (78,484,668)       (25,657,895) 
Net increase 
  (decrease)                  (2,701,228)        9,877,387       $(20,917,167)      $ 92,397,895 
</TABLE>
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* Commencement of distribution. 
<PAGE>
NOTE G: Repurchase Agreements 
The Fund may enter into repurchase agreements, pertaining to the types of 
securities in which it invests with member banks of the Federal Reserve 
System and with broker dealers who are recognized as primary dealers in U.S. 
government securities by the Federal Reserve Bank of New York. The Fund's 
Board of Directors has established procedures which are periodically reviewed 
by the Board to monitor the creditworthiness of the dealers with which the 
Fund enters into repurchase agreement transactions. The Fund always requires 
continual maintenance by its custodian for its account in the Federal Reserve 
Treasury Book Entry System of collateral in an amount equal or in excess of 
the resale price in each agreement. 

In the event a vendor defaults on its repurchase obligation, the Fund might 
suffer a loss to the extent that the proceeds from the sale of the collateral 
were less than the repurchase price. 

   
Note H: Reverse Repurchase Agreements
Under a reverse repurchase agreement, the Fund sells securities and agrees to 
repurchase them at a mutually agreed upon date and price.

As of December 31, 1994, the Fund had entered into reverse repurchase 
agreements in the amount of $141,787,997 with Lehman Brothers, Inc.
with an interest rate of 6.45-6.55% maturing on January 3, 1995. For the year 
ended December 31, 1994, the maximum amount or reverse repurchase agreements 
outstanding was $463,325,000, the average amount outstanding was approximately 
$194,112,000, and the daily weighted average interest rate was 3.89%.
    

   
NOTE I: Futures Contracts 
At December 31, 1994, the Fund had entered into exchange traded financial 
futures contracts as described below. The Fund bears the market risk that 
arises from changes in the value of these financial instruments. At the time 
the Fund enters into a futures contract, it is required to make a margin 
deposit with its custodian of a specified amount of cash or eligible 
securities. Subsequently, gain or loss is recognized and payments are made on 
a daily basis between the Fund and the broker as the market price of the 
futures contract fluctuates. The aggregate value of cash pledged to cover 
margin requirements for open positions at December 31, 1994 was $526,376. 
    

<TABLE>
<CAPTION>
                      Number of                       Expiration               Unrealized 
Type                  Contracts      Position            Month                Depreciation 
<S>                      <C>           <C>            <C>                       <C>
U.S. T-Note              268           Short          March, 1995               $ 64,094 
Euro $                   105           Short          March, 1995                 18,375 
Euro $                   95            Short          June, 1995                  49,875 
Euro $                   94            Short          September, 1995             51,700 
Euro $                   92            Short          December, 1995              49,550 
Euro $                   91            Short          March, 1996                 40,950 
Euro $                   88            Short          June, 1996                  33,000 
Euro $                   69            Short          September, 1996             24,150 
                                                                                $331,694 
</TABLE>

<PAGE>
Financial Highlights 
--Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period 

<TABLE>
<CAPTION>
                                                                             Class A 
                                                                     Year Ended December 31, 
                                               1994            1993            1992            1991              1990 
<S>                                           <C>             <C>              <C>            <C>               <C>
Net asset value beginning of year             $ 9.29          $ 9.08           $9.21          $ 8.79            $ 8.76 
Income From Investment Operations 
Net investment income                            .57             .67             .77             .88               .87 
Net realized and unrealized gain 
  (loss) on investments                        (1.13)            .23            (.09)            .41               .03 
Net increase (decrease) in net asset 
  value from operations                         (.56)            .90             .68            1.29               .90 
Less: Distributions 
Dividends from net investment income            (.58)           (.67)           (.81)           (.87)             (.87) 
Dividends in excess of net 
  investment income                              -0-            (.02)            -0-             -0-               -0- 
Tax return of capital distribution              (.02)            -0-             -0-             -0-               -0- 
Net asset value, end of year                  $ 8.13          $ 9.29           $9.08          $ 9.21            $ 8.79 
Total Return 
Total investment return based on net 
  asset value (a)                              (6.14)%         10.14%           7.73%          15.44%            11.01% 
Ratios/Supplemental Data 
Net assets, end of year (000's 
  omitted)                                  $553,889        $848,069        $789,898        $544,171          $495,353 
Ratio of expenses to average net 
  assets                                        1.29%           1.00%           1.18%           1.16%             1.12% 
Ratio of expenses to average net 
  assets excluding interest expense              .97%            -0-             -0-             -0-               -0- 
Ratio of net investment income to 
  average net assets                            6.77%           7.20%           8.56%           9.92%            10.09% 
Portfolio turnover rate                          438%            622%            555%            439               393% 
</TABLE>
------------------------------------------------------------------------------- 
See footnotes page 14. 
<PAGE>
Financial Highlights (cont.) 

------------------------------------------------------------------------------- 

<TABLE>
<CAPTION>
                                                             Class B                                     Class C 
                                                                       January 30, 1992**    Year Ended          May 3,
1993** 
                                          Year Ended December 31,               to          December 31,              to 
                                           1994              1993      December 31, 1992        1994           December 31,
1993 
<S>                                         <C>              <C>              <C>              <C>                   <C>
Net asset value, beginning of period        $ 9.29           $9.08            $9.16            $ 9.29                 $9.30 
Income From Investment 
  Operations 
Net investment income                          .51             .61              .68               .51                   .40 
   Net realized and unrealized gain 
  (loss) on investments                      (1.14)            .22             (.08)            (1.14)                 -0- 
   
Net increase (decrease) in net asset 
  value from operations                       (.63)            .83              .60              (.63)                  .40 
Less: Distributions 
Dividends from net investment income          (.51)           (.60)            (.68)             (.51)                 (.40) 
Dividends in excess of net 
  investment income                            -0-            (.02)             -0-               -0-                  (.01) 
Tax return of capital distribution            (.02)            -0-              -0-             (.02)                   -0- 
   Net asset value, end of period            $8.13           $9.29            $9.08            $ 8.13                  $9.29 
   
Total Return 
Total investment return based on net 
  asset value (a)                            (6.84)%          9.38%            7.81%            (6.84)%                 4.34%

Ratios/Supplemental Data 
Net assets, end of period (000's 
  omitted)                                $921,418      $1,454,303       $1,153,957           $58,338                $91,724 
Ratio of expenses to average net 
  assets                                      2.00%           1.70%            1.67%*            1.97%                 1.67%*

Ratio expense to average net assets 
  excluding interest expense                  1.68%            -0-              -0-             1.69%                    -0- 
Ratio of net investment income to 
  average net assets                          6.05%           6.47%            5.92%*            6.06%                 5.92%*

Portfolio turnover rate                        438%            613%             555%              438%                 622% 

---------------------------------------------------------------------------------------------------------- 
<FN>
(a) Total investment return is calculated assuming an initial investment made at the net asset value at the 
beginning of the period, reinvestment of all dividends and distributions at net asset value during the period, 
and redemption on the last day of the period. Initial sales charge or contingent deferred sales charge is not 
reflected in the calculation of total investment return. Total investment return calculated for a period of 
less than one year is not annualized. 
 * Annualized. 
** Commencement of distribution. 
</FN>
</TABLE>
<PAGE>
   
Report of Ernest & Young LLP
Independent Auditors
    

To the Shareholders and Board of Directors 
Alliance Mortgage Securities Income Fund, Inc. 
We have audited the accompanying statement of assets and liabilities of 
Alliance Mortgage Securities Income Fund, Inc., including the portfolio of 
investments, as of December 31, 1994, and the related statement of operations 
for the year then ended, the statement of changes in net assets for each of 
the two years in the period then ended and the financial highlights for each 
of the periods indicated therein. These financial statements and financial 
highlights are the responsibility of the Fund's management. Our 
responsibility is to express an opinion on these financial statements and 
financial highlights based on our audits. 

We conducted our audits in accordance with generally accepted auditing 
standards. Those standards require that we plan and perform the audit to 
obtain reasonable assurance about whether the financial statements and 
financial highlights are free of material misstatement. An audit includes 
examining, on a test basis, evidence supporting the amounts and disclosures 
in the financial statements. Our procedures included confirmation of 
securities owned as of December 31, 1994, by correspondence with the 
custodian and brokers. An audit also includes assessing the accounting 
principles used and significant estimates made by management, as well as 
evaluating the overall financial statement presentation. We believe that our 
audits provide a reasonable basis for our opinion. 

In our opinion, the financial statements and financial highlights referred to 
above present fairly, in all material respects, the financial position of 
Alliance Mortgage Securities Income Fund, Inc. at December 31, 1994, the 
results of its operations for the year then ended, the changes in its net 
assets for each of the two years in the period then ended, and the financial 
highlights for each of the indicated periods, in conformity with generally 
accepted accounting principles. 

[Signature of Ernst & Young LLP] 
New York, New York 
February 13, 1995 
<PAGE>
Board Of Directors 

John D. Carifa, Chairman and President 
Ruth Block((1)) 
David H. Dievler((1)) 
James R. Greene((1)) 
Dr. James M. Hester((1)) 
Clifford L. Michel((1)) 
Eugene F. O'Neil((1)) 
Robert C. White((1)) 

Officers 
Patricia J. Young, Senior Vice President 
Paul A. Ullman, 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 

PRINCIPAL UNDERWRITER 
Alliance Fund Distributors, Inc. 
1345 Avenue of the Americas 
New York, NY 10105 

TRANSFER AGENT 
Alliance Fund Services, Inc. 
P.O. Box 1520 
Secaucus, NJ 07096-1520 
Toll-free 1-(800)221-5672 

INDEPENDENT AUDITORS 
Ernst & Young LLP 
787 Seventh Avenue 
New York, NY 10019 

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

------------------------------------------------------------------------------- 
((1)) Member of the Audit Committee. 



<PAGE>


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