ALLIANCE MORTGAGE SECURITIES INCOME FUND INC
N-30D, 1996-09-12
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ALLIANCE MORTGAGE SECURITIES INCOME FUND

SEMI-ANNUAL REPORT
JUNE 30, 1996



LETTER TO SHAREHOLDERS                 ALLIANCE MORTGAGE SECURITIES INCOME FUND
_______________________________________________________________________________

August 19, 1996

Dear Shareholder:

Throughout 1995, the U.S. bond market enjoyed a sustained, broad-based rally 
that lasted into January 1996. However, since February, domestic bond market 
returns have generally been negative. The market has been reacting to 
stronger-than-expected data on the U.S. economy and the belief that the Federal 
Reserve may raise interest rates to reduce inflationary pressures. U.S. 
Treasury securities posted negative returns, but as prepayment expectations 
stabilized, spreads on mortgage-backed bonds tightened, and, as a result, were 
able to produce positive returns. Across all major sectors of the U.S. 
fixed-income market, shorter-duration securities outperformed longer-duration 
securities as interest rates for all maturities increased.

INVESTMENT RESULTS
The following table shows the Alliance Mortgage Securities Income Fund's 
investment results over the six- and twelve-month periods ended June 30, 1996. 
Also shown for comparison are the return for the domestic mortgage-securities 
market, represented by the Lehman Brothers (LB) Mortgage-Backed Securities 
Index, and the average return of Lipper's universe of U.S. mortgage funds, 
which reflects the performance of 60 funds. These funds have similar investment 
objectives to your Fund, although their investment policies may differ.


INVESTMENT RESULTS*
PERIODS ENDING JUNE 30, 1996
                                           CUMULATIVE TOTAL RETURN
                                           6 MONTHS      12 MONTHS
                                           --------      ---------
ALLIANCE MORTGAGE SECURITIES INCOME FUND
  Class A                                    -.52%          4.74%
  Class B                                    -.89%          3.86%
  Class C                                    -.90%          3.82%

SEC 30-DAY YIELD
  Class A                                    6.46%
  Class B                                    6.04%
  Class C                                    6.05%

LB MORTGAGE-BACKED SECURITIES INDEX           .35%          5.86%
LIPPER MORTGAGE FUNDS AVG.                   -.80%          4.60%


*  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 6/30/96. 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 BENCHMARKS 
INCLUDE THE REINVESTMENT OF ANY DISTRIBUTIONS PAID DURING THE PERIOD.

    THE LEHMAN BROTHERS (LB) MORTGAGE-BACKED SECURITIES INDEX IS UNMANAGED AND 
REFLECTS NO FEES OR EXPENSES. THE LIPPER MORTGAGE FUNDS AVERAGE REFLECTS THE 
PERFORMANCE OF 60 MUTUAL FUNDS. THE AVERAGE INCLUDES FEES AND EXPENSES, BUT NO 
SALES CHARGE.

    SEC YIELDS ARE BASED ON SEC GUIDELINES AND ARE CALCULATED ON THE 30 DAYS 
ENDED JUNE 30, 1996.

    FOR ADDITIONAL PERFORMANCE INFORMATION, SEE PAGE 3.


Over the past six- and twelve-month periods, the Fund surpassed the average 
return of its Lipper universe due in large part to its concentration in 
short-duration securities that performed well when interest rates rose. In 
addition, overweighting the moderate-discount sector of the market had a 
positive impact on the Fund's results.


1



                                       ALLIANCE MORTGAGE SECURITIES INCOME FUND
_______________________________________________________________________________

ECONOMIC REVIEW
The U.S. economy has rebounded from an inventory-related slowdown during the 
second half of 1995. Real growth accelerated to 2.2% during the first quarter 
of 1996, while final demand increased by a healthy 3.3%. The re-strengthening 
continued in the second quarter, led by a rapidly improving labor market. 
Employment gains averaged 265,000 per month during the second quarter, and 
total hours worked climbed by an annualized 5.6%. Consumer confidence remained 
elevated and real household spending continued to grow at a healthy clip. These 
factors combined will produce overall growth in gross domestic product of 4.2% 
during the quarter.

Inflation was boosted this past spring by rising food and energy prices. 
However, the less volatile "core" rate of inflation, estimated at 2.7%, hovered 
near a 30-year low. More recently, Federal Reserve policy makers left 
short-term interest rates unchanged, betting that a slowdown in the economy 
later this year will keep inflation in check.

MORTGAGE MARKET REVIEW
The mortgage-backed securities sector performed well during both the market 
rally and the subsequent market decline. During the rally, which ended in early 
1996, mortgage-backed securities outperformed other sectors when interest rates 
on long-term bonds rose more sharply than those on short-term obligations. At 
this point, prepayment expectations had reached their highest levels since 
early 1994.

When the market reversed direction in February, mortgages did well given their 
shorter durations. Due to continuing demand and a lack of supply, shorter 
duration mortgage-backed securities did particularly well despite their higher 
volatility. As the market continued to trade lower, higher interest rates 
provided mortgages with a more stable prepayment environment since the 
refinancing opportunity for a large portion of the market disappeared. 
Additionally, volatility declined, which added support to mortgage-backed 
securities. Toward the end of the Fund's fiscal semi-annual period, securities 
linked to mortgages with extension risk performed poorly, while those with less 
convexity performed well.

PORTFOLIO ACTIVITY
Over the last year, the portfolio remained heavily invested in 
fixed-rate-mortgage pass-through securities. As the year progressed, we swapped 
30-year, fixed-maturity mortgage securities into 15-year, fixed-maturity 
mortgage securities. In addition, the Fund sold current-coupon pass-through 
issues to buy lower dollar-price and premium dollar-price securities. Both 
asset-allocation decisions were implemented to improve the convexity 
characteristics of the Fund.

INVESTMENT OUTLOOK
We believe the U.S. economy will slow during the second half of 1996 following 
fairly robust second-quarter growth. Our forecast calls for 
gross-domestic-product growth of 2.0% to 2.5% in the second half of the year. 
In our view, such growth would not prompt an increase in interest rates by the 
Federal Reserve. However, if the economy does not show consistent signs of the 
expected slowdown, the Federal Reserve is likely to pursue a more restrictive 
monetary policy. Until a clear picture of the U.S. economy emerges, we expect 
the fixed-income market to remain unsettled.

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

Sincerely,

John D. Carifa
Chairman and President

Patricia J. Young
Senior Vice President

Paul A. Ullman
Vice President


2



INVESTMENT OBJECTIVE AND POLICIES      ALLIANCE MORTGAGE SECURITIES INCOME FUND
_______________________________________________________________________________

Alliance Mortgage Securities Income Fund is a diversified investment company 
that seeks a high level of current income to the extent consistent with prudent 
investment risk. The Fund invests primarily in mortgage-related securities, 
including collateralized mortgage obligations, and, as a matter of fundamental 
policy, maintains at least 65% of its total assets in mortgage-related 
securities.



INVESTMENT RESULTS
_______________________________________________________________________________

AVERAGE ANNUAL TOTAL RETURN AS OF JUNE 30, 1996

CLASS A SHARES
                             WITHOUT         WITH
                          SALES CHARGE   SALES CHARGE
                          ------------   ------------
 . One Year                     4.74%           .32%
 . Five Years                   7.08%          6.16%
 . Ten Years                    8.15%          7.69%
SEC Yield                      6.46%

CLASS B SHARES
                             WITHOUT         WITH
                          SALES CHARGE   SALES CHARGE
                          ------------   ------------
 . One Year                     3.86%           .93%
 . Since Inception*             5.11%          5.11%
SEC Yield                      6.04%

CLASS C SHARES
 . One Year                     3.82%
 . Since Inception*             3.13%
SEC Yield                      6.05%


Average annual total returns reflect investment 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 (3%-Year 1; 2%-Year 2; 1%-Year 3; 0%-Year 4); 
Class C shares purchased prior to July 1, 1996, are not subject to front-end or 
contingent deferred sales charges. 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. SEC yields are based on SEC 
guidelines and are calculated on 30 days ended June 30, 1996.

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: 1/30/92, Class B; 5/3/93, Class C.


3



PORTFOLIO OF INVESTMENTS
JUNE 30, 1996 (UNAUDITED)              ALLIANCE MORTGAGE SECURITIES INCOME FUND
_______________________________________________________________________________

                                              PRINCIPAL
                                                AMOUNT
                                                 (000)           VALUE
- ------------------------------------------------------------------------
MORTGAGE-RELATED SECURITIES-119.6%
FEDERAL NATIONAL MORTGAGE ASSOCIATION-44.5%
  6.50%, 6/01/10-4/01/11                       $ 65,614     $ 63,460,912
  7.00%, 1/01/99                                130,000      129,593,100
  7.50%, 2/01/17-12/01/24                        54,836       54,235,754
  8.50%, 11/01/24-7/01/26                       110,547      113,448,885
  9.00%, 11/01/24-6/01/26                       103,805      108,313,640
  11.50%, 9/01/20                                 4,472        5,028,598
  12.00%, 2/01/98-7/01/00 (a)                        57           60,182

Total Federal National Mortgage Association 
  (cost $475,744,622)                                        474,141,071

FEDERAL HOME LOAN MORTGAGE CORP.-38.0%
  7.00%, 8/01/09-2/01/26 (GOLD) (b)             225,961      221,824,894
  7.50%, 3/01/22-2/01/26 (GOLD) (b)             110,183      108,805,820
  7.812%, 5/01/24 (c)                            17,471       17,924,551
  11.50%, 10/01/10-6/01/20                        4,193        4,717,601
  12.00%, 10/01/09-7/01/20                       36,547       41,432,877
  12.25%, 8/01/13-7/01/14                           834          951,042
  12.50%, 6/01/19-6/15/19                         5,532        6,411,351
  12.75%, 6/01/12-2/01/14                           253          292,632
  13.00%, 5/01/14-12/15/18                        2,084        2,445,238
  13.50%, 1/01/12-10/01/16                          586          697,202
  14.75%, 3/01/10                                    77           91,874

Total Federal Home Loan Mortgage Corp. 
  (cost $413,835,592)                                        405,595,082

COLLATERALIZED MORTGAGE OBLIGATIONS-23.4%
Aircraft Lease Portfolio Securitization 
  Series 1996-1 Trust Certificate Cl.B
  6.43%, 7/15/02, (c) (d)                         7,069        7,068,750
Asset Securitization Corp.
  Commercial Mortgage 
  Series 1996-D2 Cl.A1
  6.92%, 2/14/29                                 22,975       22,026,869
  Commercial Mortgage Series 1996-D2 Cl.A2
  7.361%, 2/14/29 (c)                            16,767       16,133,162
Countrywide Funding Corp.
  Series 1995-2 Cl.A4
  8.50%, 6/25/25                                 15,809       16,046,135
Donaldson, Lufkin & Jenrette
  Series 1995-CF2 Cl.A1B
  6.85%, 12/17/27, (a)(d)                        26,300       25,223,278
  Series 1994-QE2 Cl.A1
  7.748%, 7/25/24, (c) (d)                       17,218       17,438,428
  Series 1994-QE1 Cl.A1
  7.76%, 4/25/24, (d)                             9,967       10,048,182
  Series 1994-Q12
  8.108%, 9/25/24, (c)                           34,955       35,708,650
Independent National Mortgage Corp.
  Series 1995-E Cl.A
  7.61%, 4/25/25, (c)                            32,002       32,456,716
Merrill Lynch Mortgage Investors, Inc.
  Series 1996-C1 Cl.A3
  7.42%, 4/25/28                                 15,000       14,852,400
Option One Centers Mortgage Loan Trust
  Series 1996 Certificate Cl.A2
  5.798%, 4/25/26, (c)                           10,986       10,971,867
Prudential Home Mortgage Securities Co.
  Mortgage Certificate Series 1993-46 Cl.A2
  8.028%, 11/25/23, (c)                           8,236        8,408,692
  Mortgage Certificate Series 1993-56 Cl.A1
  8.028%, 1/25/24, (c)                            7,563        7,709,656


4



                                       ALLIANCE MORTGAGE SECURITIES INCOME FUND
_______________________________________________________________________________

                                              PRINCIPAL
                                                AMOUNT
                                                 (000)           VALUE
- ------------------------------------------------------------------------
Residential Asset Securitization Trust
  Series 1996-A3 Cl.K
  9.00%, 9/25/26                               $ 25,378    $  25,774,658

Total Collateralized Mortgage Obligations 
  (cost $252,759,166)                                        249,867,443

GOVERNMENT NATIONAL MORTGAGE ASSOCIATION-13.7%
  7.00%, 1/15/23-8/15/25                        107,787      103,340,847
  8.00%, 4/15/17-10/15/24                        39,138       39,485,047
  9.00%, 12/15/19                                     5            5,220
  10.00%, 10/15/17-6/15/20                        1,395        1,519,893
  11.00%, 1/20/01 (a)                                15           15,524
  11.50%, 3/15/10-11/15/15                        1,080        1,217,224
  12.00%, 2/15/14                                   333          383,360
  12.50%, 3/15/11-5/15/15                           316          367,232
  13.00%, 11/15/99-1/15/00 (a)                       29           30,620
  15.00%, 2/15/12                                     1              609
 
Total Government National Mortgage Association 
  (cost $146,809,465)                                        146,365,576

Total Mortgage-Related Securities 
  (cost $1,289,148,845)                                    1,275,969,172

ASSET BACKED SECURITIES-1.6%
Brazos Student Finance Corp.
  Series 1995-A4
  5.708%, 12/01/25 (c)
  (cost $16,900,000)                             16,900       16,937,011

TOTAL INVESTMENTS-121.2%
  (cost $1,306,048,845)                                    1,292,906,183
Other assets less liabilities-(21.2%)                       (225,726,160)

NET ASSETS-100%                                           $1,067,180,023


(a)  15 year mortgage.

(b)  Securities, or a portion thereof, loaned at June 30, 1996 with an 
aggregate market value of $179,884,679 and a cash collateral received from the 
counterparty of Bear Stearns in the amount of $183,470,247.

(c)  Adjustable rate mortgages stated interest rate in effect at June 30, 1996.

(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 qualified buyers. At June 30, 1996, the aggregate 
market value of these securities amounted to $59,778,638 representing 5.6% of 
net assets.

     See notes to financial statements.


5



STATEMENT OF ASSETS AND LIABILITIES
JUNE 30, 1996 (UNAUDITED)              ALLIANCE MORTGAGE SECURITIES INCOME FUND
_______________________________________________________________________________

ASSETS
  Investments in securities, at value (cost $1,306,048,845)     $1,292,906,183
  Cash                                                                  85,068
  Receivable for investment securities sold                         82,295,882
  Interest receivable                                                9,846,993
  Margin deposits, at value                                            585,000
  Receivable for capital stock sold                                     53,056
  Prepaid expenses                                                      40,549
  Total assets                                                   1,385,812,731

LIABILITIES
  Deposit for securities loaned                                    183,470,247
  Payable for investment securities purchased                      129,446,736
  Dividends payable                                                  1,953,896
  Payable for capital stock redeemed                                 1,521,783
  Advisory fee payable                                               1,392,477
  Payable on variation margin                                          335,156
  Distribution fee payable                                             123,878
  Accrued expenses and other liabilities                               388,535
  Total liabilities                                                318,632,708

NET ASSETS                                                      $1,067,180,023

COMPOSITION OF NET ASSETS
  Capital stock, at par                                         $    1,268,724
  Additional paid-in capital                                     1,288,751,913
  Distributions in excess of net investment income                  (8,127,614)
  Accumulated net realized loss on investments                    (200,751,744)
  Net unrealized depreciation of investments and futures
    contracts                                                      (13,961,256)
                                                                $1,067,180,023

CALCULATION OF MAXIMUM OFFERING PRICE
  CLASS A SHARES
  Net asset value and redemption price per share ($441,071,093/
    52,440,985 shares of 
  capital stock issued and outstanding)                                  $8.41
  Sales charge-4.25% of public offering price                              .37
  Maximum offering price                                                 $8.78

  CLASS B SHARES
  Net asset value and offering price per share ($584,494,042/
    69,484,668 shares of 
  capital stock issued and outstanding)                                  $8.41

  CLASS C SHARES
  Net asset value, redemption and offering price per share($41,614,888
    /4,946,772 shares of capital stock issued and outstanding)           $8.41
 

See notes to financial statements.


6



STATEMENT OF OPERATIONS
SIX MONTHS ENDED JUNE 30, 1996 (UNAUDITED)
ALLIANCE MORTGAGE SECURITIES INCOME FUND
_______________________________________________________________________________

INVESTMENT INCOME
  Interest                                                         $44,988,781

EXPENSES
  Advisory fee                                        $2,912,473 
  Distribution fee - Class A                             699,768 
  Distribution fee - Class B                           3,282,636 
  Distribution fee - Class C                             216,746 
  Transfer agency                                        841,098 
  Custodian                                              157,489 
  Administrative                                         146,986 
  Audit and legal                                         67,449 
  Printing                                                33,001 
  Taxes                                                   23,801 
  Registration                                            17,700 
  Directors' fees                                         11,106 
  Miscellaneous                                           33,930 
  Total expenses before interest                       8,444,183 
  Interest expense                                     2,588,866 
  Total expenses                                                    11,033,049
  Net investment income                                             33,955,732
    
REALIZED AND UNREALIZED LOSS ON INVESTMENTS
  Net realized loss on investments and futures contracts            (1,981,485)
  Net change in unrealized appreciation of investments 
    and futures contracts                                          (41,132,210)
  Net loss on investments                                          (43,113,695)
    
NET DECREASE IN NET ASSETS FROM OPERATIONS                         $(9,157,963)
    
    
See notes to financial statements.


7



STATEMENTS OF CHANGES IN NET ASSETS    ALLIANCE MORTGAGE SECURITIES INCOME FUND
_______________________________________________________________________________

                                               SIX MONTHS ENDED
                                                 JUNE 30,1996      YEAR ENDED
                                                  (UNAUDITED)     DEC. 31,1995
                                                 -------------  ---------------
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS
  Net investment income                          $ 33,955,732    $  89,652,907
  Net realized gain (loss) on investments, 
    options and futures contracts                  (1,981,485)      16,064,347
  Net change in unrealized appreciation
    (depreciation) of investments and futures 
    contracts                                     (41,132,210)      92,126,997
  Net increase (decrease) in net assets from 
    operations                                     (9,157,963)     197,844,251

DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS FROM:
  Net investment income
    Class A                                       (16,141,288)     (35,713,261)
    Class B                                       (20,243,132)     (50,484,743)
    Class C                                        (1,337,969)      (3,099,100)
  Tax return of capital
    Class A                                                -0-      (1,057,774)
    Class B                                                -0-      (1,495,283)
    Class C                                                -0-         (91,791)

CAPITAL STOCK TRANSACTIONS
  Net decrease                                   (171,480,438)    (354,006,980)
  Total decrease                                 (218,360,790)    (248,104,681)

NET ASSETS
  Beginning of year                             1,285,540,813    1,533,645,494
  End of period                                $1,067,180,023   $1,285,540,813
    
    
See notes to financial statements.


8



NOTES TO FINANCIAL STATEMENTS
JUNE 30, 1996 (UNAUDITED)              ALLIANCE MORTGAGE SECURITIES INCOME FUND
_______________________________________________________________________________

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 were sold without an initial or contingent 
deferred sales charge. However, 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. 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
Security transactions are accounted for on the date the securities are 
purchased or sold. The Fund accretes discounts as an adjustment to interest 
income. Security gains and losses are determined on the identified cost basis.

4. DIVIDENDS AND DISTRIBUTIONS
Dividends and distributions to shareholders are recorded on the ex-dividend 
date and are determined in accordance with income tax regulations.

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 
fees, and extraordinary expenses) in any year exceed 1% of its average daily 
net assets for such year. No such reimbursement was required for the six months 
ended June 30, 1996. Pursuant to the advisory agreement, the Fund paid $146,986 
to the Adviser representing the cost of certain legal and accounting services 
provided to the Fund by the Adviser for the six months ended June 30, 1996.

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 


9



NOTES TO FINANCIAL STATEMENTS (CONT.)
ALLIANCE MORTGAGE SECURITIES INCOME FUND
_______________________________________________________________________________

Fund. Such compensation amounted to $537,375 for the six months ended June 30, 
1996.

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 $14,520 from the sales of Class A shares and 
$655,155 in contingent deferred sales charges imposed upon redemptions by 
shareholders of Class B shares for the six months ended June 30, 1996.

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 $13,902,219 and $2,367,238 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 
and U.S. Government Securities) aggregated $1,811,107,583 and $1,700,512,398, 
respectively, for the six months ended June 30, 1996.

At June 30, 1996 the cost of securities for federal income tax purposes was 
substantially the same as the cost for financial reporting purposes. 
Accordingly, gross unrealized appreciation of investments was $3,727,862 and 
gross unrealized depreciation of investments was $16,870,524 resulting in net 
unrealized depreciation of $13,142,662. For federal income tax purposes, the 
Fund had a capital loss carryforward at December 31, 1995 of $198,735,479 which 
expires in 2002.

1. FINANCIAL FUTURES CONTRACTS
At June 30, 1996, 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, the Fund deposits and 
maintains as collateral an initial margin as required by the exchange on which 
the transaction is effected. The aggregate value of cash pledged to cover 
margin requirements for open positions at June 30, 1996 was $585,000. 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.

              NUMBER OF                  EXPIRATION     UNREALIZED DEPRECIATION
    TYPE      CONTRACTS    POSITION         MONTH            JUNE 30, 1996
- -----------   ---------    --------    --------------   -----------------------
U.S. T-Note      650         Long      September,1996          ($335,156)


10



                                       ALLIANCE MORTGAGE SECURITIES INCOME FUND
_______________________________________________________________________________

NOTE E: 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:

                               SHARES                         AMOUNT
                    ---------------------------  ------------------------------
                   SIX MONTHS ENDED  YEAR ENDED  SIX MONTHS ENDED  YEAR ENDED
                     JUNE 30,1996   DECEMBER 31,  JUNE 30,1996    DECEMBER 31,
                      (UNAUDITED)       1995       (UNAUDITED)        1995
                     ------------  ------------  --------------  --------------
CLASS A
Shares sold              325,641     2,304,239   $   1,610,969   $  19,703,528
Shares issued in 
  reinvestment of 
  dividends            1,010,536     2,406,345       8,630,224      20,433,219
Shares converted from
  Class B to Class A     937,065            -0-      9,112,098              -0-
Shares redeemed       (7,264,789)  (15,434,077)    (62,010,568)   (131,032,865)
Net decrease          (4,991,547)  (10,723,493)  $ (42,657,277)  $ (90,896,118)
     
CLASS B
Shares sold              750,357     2,932,891   $   6,440,946   $  24,859,068
Shares issued in 
  reinvestment of 
  dividends            1,015,315     2,762,632       8,674,455      23,430,516
Shares converted from
  Class B to Class A    (936,958)           -0-     (9,112,098)             -0-
Shares redeemed      (15,664,446)  (34,701,182)   (132,611,358)   (294,722,980)
Net decrease         (14,835,732)  (29,005,659)  $(126,608,055)  $(246,433,396)
     
CLASS C
Shares sold              682,194       946,878   $   5,829,897   $   8,056,839
Shares issued in 
  reinvestment of 
  dividends               69,050       195,729         589,592       1,654,570
Shares redeemed       (1,012,583)   (3,110,655)     (8,634,595)    (26,388,875)
Net decrease            (261,339)   (1,968,048)    $(2,215,106)   $(16,677,466)
     
     
11



NOTES TO FINANCIAL STATEMENTS (CONT.)
ALLIANCE MORTGAGE SECURITIES INCOME FUND
_______________________________________________________________________________

NOTE F: SECURITY LENDING 
The Fund may make secured loans of portfolio securities to brokers, dealers and 
financial institutions, provided that cash, liquid high-grade debt securities 
or bank letters of credit equal to at least 100% of the market value of the 
securities loaned is deposited and maintained by the borrower with the Fund. 

For the six months ended June 30, 1996, the maximum amount of security lending 
agreements outstanding was $341,798,588, the average amount outstanding was 
approximately $131,959,436 and the daily weighted average interest rate was 
4.69%.

The risks in lending portfolio securities, as with other extensions of credit, 
consist of possible loss of rights in the collateral should the borrower fail 
financially. In determining whether to lend securities to a particular 
borrower, the Advisor will consider all relevant facts and circumstances, 
including the creditworthiness of the borrower. While securities are on loan, 
the borrower will pay the Fund any income earned thereon and the Fund may 
invest any cash collateral in portfolio securities, thereby earning additional 
income, or receive an agreed upon amount of income from a borrower who has 
delivered equivalent collateral. When such securities are borrowed against cash 
the Fund agrees to pay the borrower of such securities a "rebate rate" for the 
use of the cash the borrower has pledged as collateral. The rebate rate is the 
spread between the interest rate received and interest rate paid in the 
repurchase agreement market by the securities borrower.

As of June 30, 1996, the Fund had entered into the following security lending 
agreements:

       AMOUNT          BROKER      INTEREST RATE      MATURITY
   ------------    ------------    -------------    ------------
   $150,728,000    Bear Stearns         5.53%       July 1, 1996
     22,769,000    Bear Stearns         5.58%       July 1, 1996
      9,794,000    Bear Stearns         5.85%       July 1, 1996
 

12



FINANCIAL HIGHLIGHTS                   ALLIANCE MORTGAGE SECURITIES INCOME FUND
_______________________________________________________________________________

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

<TABLE>
<CAPTION>
                                                                                CLASS A
                                            -----------------------------------------------------------------------------
                                             SIX MONTHS
                                                ENDED                          YEAR ENDED DECEMBER 31,
                                            JUNE 30, 1996  --------------------------------------------------------------
                                             (UNAUDITED)       1995         1994         1993         1992         1991
                                            -------------  -----------  -----------  -----------  -----------  ----------
<S>                                         <C>            <C>          <C>          <C>          <C>          <C>
Net asset value beginning of year              $8.75          $8.13        $9.29        $9.08        $9.21        $8.79
  
INCOME FROM INVESTMENT OPERATIONS
Net investment income                            .26            .57(a)       .57          .67          .77          .88
Net realized and unrealized gain (loss) 
  on investments                                (.31)           .64        (1.13)         .23         (.09)         .41
  
Net increase (decrease) in net asset 
  value from operations                         (.05)          1.21         (.56)         .90          .68         1.29
  
LESS: DIVIDENDS AND DISTRIBUTIONS
Dividends from net investment income            (.29)          (.57)        (.58)        (.67)        (.81)        (.87)
Dividends in excess of net investment income      -0-            -0-          -0-        (.02)          -0-          -0-
Tax return of capital                             -0-          (.02)        (.02)          -0-          -0-          -0-
Total dividends and distributions               (.29)          (.59)        (.60)        (.69)        (.81)        (.87)
Net asset value, end of period                 $8.41          $8.75        $8.13        $9.29        $9.08        $9.21
  
TOTAL RETURN
Total investment return based on net 
  asset value (b)                               (.52)%        15.34%       (6.14)%      10.14%        7.73%       15.44%
  
RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (000's omitted)   $441,071       $502,390     $553,889     $848,069     $789,898     $544,171
Ratio of expenses to average net assets         1.47%(c)       1.66%        1.29%        1.00%        1.18%        1.16%
Ratio of expenses to average net assets 
  excluding interest expense                    1.02%(c)       1.03%         .97%        1.00%        1.18%        1.16%
Ratio of net investment income to 
  average net assets                            6.25%(c)       6.77%        6.77%        7.20%        8.56%        9.92%
Portfolio turnover rate                          140%           285%         438%         622%         555%         439%
</TABLE>


See footnotes page 15.


13



FINANCIAL HIGHLIGHTS (CONTINUED)       ALLIANCE MORTGAGE SECURITIES INCOME FUND
_______________________________________________________________________________

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

<TABLE>
<CAPTION>
                                                                          CLASS B
                                            ------------------------------------------------------------------
                                                                                                  JANUARY 30,
                                             SIX MONTHS                                             1992 (D)
                                                ENDED             YEAR ENDED DECEMBER 31,              TO
                                            JUNE 30,1996   -------------------------------------  DECEMBER 31,
                                             (UNAUDITED)       1995         1994         1993         1992
                                            -------------  -----------  -----------  -----------  ------------
<S>                                         <C>            <C>          <C>          <C>          <C>
Net asset value, beginning of year             $8.75          $8.13        $9.29        $9.08        $9.16
  
INCOME FROM INVESTMENT OPERATIONS
Net investment income                            .23            .51(a)       .51          .61          .68
Net realized and unrealized gain (loss) 
  on investments                                (.31)           .64        (1.14)         .22         (.08)
Net increase (decrease) in net asset 
  value from operations                         (.08)          1.15         (.63)         .83          .60
  
LESS: DIVIDENDS AND DISTRIBUTIONS
Dividends from net investment income            (.26)          (.51)        (.51)        (.60)        (.68)
Dividends in excess of net investment income      -0-            -0-          -0-        (.02)          -0-
Tax return of capital                             -0-          (.02)        (.02)          -0-          -0-
Total dividends and distributions               (.26)          (.53)        (.53)        (.62)        (.68)
Net asset value, end of period                 $8.41          $8.75        $8.13        $9.29        $9.08
  
TOTAL RETURN
Total investment return based on net 
  asset value (b)                               (.89)%        14.48%       (6.84)%       9.38%        7.81%
  
RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (000's omitted)   $584,494       $737,593     $921,418   $1,454,303   $1,153,957
Ratio of expenses to average net assets         2.17%(c)       2.37%        2.00%        1.70%        1.67%(c)
Ratio expenses to average net assets 
  excluding interest expense                    1.73%(c)       1.74%        1.68%        1.70%        1.67%(c)
Ratio of net investment income to 
  average net assets                            5.54%(c)       6.06%        6.05%        6.47%        5.92%(c)
Portfolio turnover rate                          140%           285%         438%         622%         555%
</TABLE>


See footnotes page 15.


14



                                       ALLIANCE MORTGAGE SECURITIES INCOME FUND
_______________________________________________________________________________

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

<TABLE>
<CAPTION>
                                                                    CLASS C
                                            -----------------------------------------------------
                                             SIX MONTHS                             MAY 3,1993(D)
                                                ENDED       YEAR ENDED DECEMBER 31,        TO
                                            JUNE 30,1996   ------------------------  DECEMBER 31,
                                             (UNAUDITED)       1995         1994         1993
                                            -------------  -----------  -----------  ------------
<S>                                         <C>            <C>          <C>          <C>
Net asset value, beginning of year             $8.75          $8.13        $9.29        $9.30
  
INCOME FROM INVESTMENT OPERATIONS
Net investment income                            .23            .51(a)       .51          .40
Net realized and unrealized gain (loss) 
  on investments                                (.31)           .64        (1.14)          -0-
Net increase (decrease) in net asset 
  value from operations                         (.08)          1.15         (.63)         .40
  
LESS: DIVIDENDS AND DISTRIBUTIONS
Dividends from net investment income            (.26)          (.51)        (.51)        (.40)
Dividends in excess of net investment income      -0-            -0-          -0-        (.01)
Tax return of capital                             -0-          (.02)        (.02)          -0-
Total dividends and distributions               (.26)          (.53)        (.53)        (.41)
Net asset value, end of period                 $8.41          $8.75        $8.13        $9.29
  
TOTAL RETURN
Total investment return based on net 
  asset value (b)                               (.90)%        14.46%       (6.84)%       4.34%
  
RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (000's omitted)    $41,615        $45,558      $58,338      $91,724
Ratio of expenses to average net assets         2.17%(c)       2.35%        1.97%        1.67%(c)
Ratio expense to average net assets 
  excluding interest expense                    1.72%(c)       1.73%        1.69%        1.67%(c)
Ratio of net investment income to 
  average net assets                            5.55%(c)       6.07%        6.06%        5.92%(c)
Portfolio turnover rate                          140%           285%         438%         622%
</TABLE>


(a)  Based on average shares outstanding.

(b)  Total investment return is calculated assuming an initial investment made 
at the net asset value at the beginning of the period, reinvestment of all 
dividends and distributions at net asset value during the period, and 
redemption on the last day of the period. Initial sales 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.

(c)  Annualized.

(d)  Commencement of distribution.


15



                                       ALLIANCE MORTGAGE SECURITIES INCOME FUND
_______________________________________________________________________________

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
WAYNE D. LYSKI, SENIOR VICE PRESIDENT
KATHLEEN H. CORBET, SENIOR VICE PRESIDENT
PATRICIA J. YOUNG, SENIOR VICE PRESIDENT
PAUL A. ULLMAN, VICE PRESIDENT
EDMUND P. BERGAN, JR., SECRETARY
MARK D. GERSTEN, TREASURER & CHIEF FINANCIAL OFFICER
JUAN J. RODRIGUEZ, 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.


16



THE ALLIANCE FAMILY OF MUTUAL FUNDS
_______________________________________________________________________________

FIXED INCOME
Alliance Bond Fund
    U.S. Government Portfolio
    Corporate Bond Portfolio
Alliance Global Dollar Government Fund
Alliance Global Strategic Income Trust
Alliance Mortgage Securities Income Fund
Alliance Limited Maturity Government Fund
Alliance Multi-Market Strategy Trust
Alliance North American Government Income Trust
Alliance Short-Term Multi-Market Trust
Alliance Short-Term U.S. Government Fund
Alliance World Income Trust

TAX-FREE INCOME
Alliance Municipal Income Fund
    California Portfolio
    Insured California Portfolio
    Insured National Portfolio
    National Portfolio
    New York Portfolio
Alliance Municipal Income Fund II
    Arizona Portfolio
    Florida Portfolio
    Massachusetts Portfolio
    Michigan Portfolio
    Minnesota Portfolio
    New Jersey Portfolio
    Ohio Portfolio
    Pennsylvania Portfolio
    Virginia Portfolio

MONEY MARKET
AFD Exchange Reserves

GROWTH
The Alliance Fund
Alliance Global Small Cap Fund
Alliance Growth Fund
Alliance Premier Growth Fund

GROWTH & INCOME
Alliance Strategic Balanced Fund
Alliance Balanced Shares
Alliance Conservative Investors Fund
Alliance Growth & Income Fund
Alliance Growth Investors Fund
Alliance Income Builder Fund
Alliance Utility Income Fund

AGGRESSIVE GROWTH
Alliance Quasar Fund
Alliance Technology Fund

INTERNATIONAL
Alliance All-Asia Investment Fund
Alliance International Fund
Alliance New Europe Fund
Alliance Worldwide Privatization Fund

CLOSED-END FUNDS
Alliance All-Market Advantage Fund
Alliance Global Environment Fund
ACM Government Income Fund
ACM Government Opportunity Fund
ACM Government Securities Fund
ACM Government Spectrum Fund
ACM Managed Dollar Income Fund
ACM Managed Income Fund
ACM Municipal Securities Income Fund
Alliance World Dollar Government Fund
Alliance World Dollar Government Fund II
The Austria Fund
The Korean Investment Fund
The Spain Fund
The Southern Africa Fund

CASH MANAGEMENT SERVICES
ACM Institutional Reserves
    Government Portfolio
    Prime Portfolio
    Tax-Free Portfolio
    Trust Portfolio
Alliance Capital Reserves
Alliance Government Reserves
Alliance Insured Account
Alliance Money Reserves
Alliance Municipal Trust
    California Portfolio
    Connecticut Portfolio
    Florida Portfolio
    General Portfolio
    New Jersey Portfolio
    New York Portfolio
    Virginia Portfolio
Alliance Treasury Reserves
Alliance Money Market Fund
    Prime Portfolio
    Government Portfolio
    General Municipal Portfolio


17



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

ALLIANCE CAPITAL
INVESTING WITHOUT THE MYSTERY.

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. 

MORSR



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